U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
ALTRIMEGA HEALTH CORPORATION
(Name of Small Business Issuer)
Nevada 87-0631750
State or Other I.R.S. Employer
Jurisdiction of Identification
Incorporation or Number
Organization)
3672 Cove Point Drive, Salt Lake City, UT 84109
(Address of Principal Executive Offices including Zip Code)
(801) 278-8000
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act:
None
Securities to be Registered Under Section 12(g) of the Act:
Common Stock, $.001 Par Value
<PAGE>
TABLE OF CONTENTS
PART I
Item 1. Description of Business
Item 2. Management's Discussion and Analysis or Plan of
Operation
Item 3. Property
Item 4. Security Ownership of Certain Beneficial Owners and
Management
Item 5. Directors, Executive Officers, Promoters, and Control
Persons of the Company
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
PART II
Item 1. Market Price of and Dividends on the Company's Common
Equity and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
Item 6. General - Year 2000 Issues
PART F/S
Item 1. Financial Statements
PART III
Item 1. Exhibits
PART I
Altrimega Health Corporation (the "Company") has elected to file this Form
10-SB registration statement on a voluntary basis in order to become a
reporting company under the Securities Act of 1934. The primary purpose for
this is that the Company intends to be listed for trading on the OTC
Electronic Bulletin Board.
2
<PAGE>
Under the current NASD rules, in order to become listed on the OTC Electronic
Bulletin Board, a company now must be a reporting company under the Securities
Act of 1934. This registration statement, including the information that may
be incorporated herein by reference, contains forward-looking statements
including statements regarding, among other items, the Company's business and
growth strategies, and anticipated trends in the Company's business and
demographics. These forward- looking statements are subject to a number of
risks and uncertainties, certain of which are beyond the Company's control.
Actual results could differ materially from these forward-looking statements
as a result of factors described in this section "Risk Factors," including
among others, regulatory or economic influences.
ITEM 1. DESCRIPTION OF BUSINESS
Altrimega Health Corporation (the "Company") was incorporated as a Nevada
corporation on September 8, 1998, for the purpose of marketing nutritional
products. Its principal place of business is located at 3672 East Cove Point
Drive, Salt Lake City, Utah 84109. The Company is authorized to issue up to
50,000,000 (fifty million) common shares, par value $0.001. The Company was
formed by Mr. Howard E. Abrams, who was issued 3,300,000 (three million three
hundred thousand) shares of the Company's common stock in consideration of his
efforts in establishing the Company and overseeing the initiation and
implementation of its strategic business plan. Howard E. Abrams is the
Company's President and heads up its Board of Directors. Gerald Curtis is also
on the Company's Board of Directors and is the Secretary/Treasurer of the
Company. Gerald Curtis was issued 200,000 (two hundred thousand) shares of the
Company's common stock in consideration of his similar efforts in establishing
the Company and overseeing the initiation and implementation of its strategic
business plan. Abrams and Curtis are the Company's sole officers and
directors. In the Company's initial offering of shares ("Offering"), a total
of 1,000,000 Common shares were issued to 35 shareholders at a price of
$0.0045 per share. This Offering was made pursuant to Rule 504 of Regulation D
(see PART II, ITEM 4, "Recent Sales of Unregistered Securities"). This
Offering commenced on September 8, 1998 and was closed on September 30, 1998.
There has been no bankruptcy, receivership, or similar proceeding by or
against the Company. In addition, there has been no material reclassification,
merger, consolidation, or purchase or sale of a significant amount of assets
not done in the ordinary course of business. As for the Strategic Business
Plan of the Issuer, while currently in its development stage, the Company was
formed to exploit a strategic business plan (the "Plan") within the
nutritional supplement industry.
The Company is a Salt Lake City based corporation organized for the
purpose of specializing in the creation, development and marketing of unique,
nutritional health products. Management believes the Company has designed a
unique line of natural medicines and nutritional supplement products, which
combine natural vitamins, minerals, amino acids, herbs and other nutrients in
a variety of formulas. Each formula is a vital part of a complete health
program. These products are placed in unbreakable bottles in such a way that
they can be shipped by UPS or the U.S. mail anywhere in the world. The Company
plans to compete in the nutritional health supplement industry, by attempting
to establish a niche market for its unique products, modalities and complete
health programs. The Company will offer its products through the establishment
of a sales network throughout the United States, and through direct sales to
various retail markets and outlets. There can be no assurance the Company will
be successful in these efforts.
GENERAL
The Company's products were created as a result of the belief by
management that a substantial "niche" market exists in the nutritional
supplement industry, for unique and effective products. Management believes
its natural medicines and
3
<PAGE>
nutritional supplements offer a better alternative to traditional nutritional
supplements currently being produced by providing specialized combinations of
nutrients. Prior to the formation of Altrimega Health Corporation, Mr. Abrams
personally completed the development of the Company's initial product line,
and has established relationships with suppliers of the various nutrients
comprising the Altrimega Health products. Additionally, the Company has
established a relationship with a Utah "contract" manufacturer, which will
provide the Company with product manufacturing, bottling and packaging.
Upon adequate future funding the Company plans to seek to establish a
distributor network with marketing firms involved in the nutritional
supplement industry throughout the country. The Company also plans to
undertake efforts to market its products through the internet, various retail
markets, including health food stores, and direct sales through a toll-free
number. To date, the Company has generated no revenue. There can be no
assurance the Company will be successful in any of these efforts. The Company
is a newly organized corporation, and has no history of operations.
As for the Company's unique and highly effective products, modalities and
nutritional programs, they were developed for Altrimega Health Corporation by
Mr. Abrams through the Mother Nature Research Institute and affiliated
scientific researchers. Their research affiliates included research
scientists, medical doctors, biochemists, nutritionists, technicians,
formulators and other specialists, requiring an enormous investment of time,
money and energy in these most important projects.
These products, modalities and programs took many years to create and
perfect. They don't just provide instant gratification on a temporary basis.
Rather, they were specifically designed to correct the basic, underlying
causes of many health problems and therefore should be able to provide more
lasting benefits. Such lasting benefits are possible because these products,
modalities and nutritional programs are based on many years of experience in
cell biology and utilize the very latest advances in scientific and medical
research. They were specifically designed to work with the body naturally,
instead of forcing it to perform unnatural functions.
All products are scientifically grouped into complete health programs
that make the formulas even more effective because of synergistic interactions
with the various nutrients. This grouping of formulas into complete programs
also makes them much more "consumer friendly" and helps take the guesswork out
of the selection process for individuals.
In other words, Altrimega provides all three of the following steps:
1. State-of-the-art nutritional formulas that utilize the most effective
ingredients, from the most pure and natural sources, as well as, in their most
bioavailable forms.
2. Highly effective modalities and guidelines to increase the human
body's ability to accept, assimilate and properly utilize the nutrients at the
cellular level, where both health and disease start.
3. These superior formulas, modalities and guidelines are then placed
within the framework of complete health programs that help insure maximum
effectiveness and strengthen all areas of the body. These programs include the
types and amounts of foods that increase health, as well as the types of foods
that must be either restricted or eliminated if degenerative diseases are to
be stopped. Also included are correct eating habits, as well as the proper
types of exercises and exercise
4
<PAGE>
habits that provide the most benefits for a particular state of health,
depending on a person's age and circumstances.
PLAN OF OPERATIONS
The Company has completed the development of its initial product line,
and plans to devote its efforts during the next twelve months, to establishing
a sales and marketing network for the purpose of establishing the Company's
products in the marketplace, and maintaining, to the extent the Company's
funds allow, the production of its products to meet anticipated demand. As
soon as reasonably practicable, following adequate future funding, the Company
plans to enter into distributor arrangements with carefully selected brokers
in the industry, in different regions of the country. To the extent the
Company's funds allow, the Company will develop and market additional
nutritional products, to meet different special health needs and niche
markets.
The Company is a newly organized corporation, and has no history of
operations. The Company does not have sufficient funding to satisfy the
Company's cash requirements for the next twelve (12) months and the Company
will need to seek additional debt or equity capital to meet its cash
requirements.
INDUSTRY AND MARKET OVERVIEW
Newsweek Magazine recently reported that the nutritional supplement
industry currently generates over $14,000,000,000 in annual sales, and is
growing at the phenomenal rate of 20% each year! The Company believes that
more and more consumers appear to want safer, natural alternatives to the
traditional prescription medications and their many unwanted side-effects. The
Company and its management believe that because of the consumers' desire for
safer, naturally effective alternatives, the Company may be able to enjoy a
business opportunity by offering unique, safe and effective natural medicines
and nutritional supplements within the framework of specific health modalities
and complete nutritional programs.
On Tuesday, August 18, 1998 the Salt Lake Tribune reported: "Nutritional
supplements and other natural-food products are fertilizing an industry that
the Hartman & New Hope agency, a Bellevue, Washington-based consulting firm,
estimates topped $14.8 billion in 1997.
"In addition, where other consumer product companies are growing 5 to 10
percent annually, growth rates of 20 to 30 percent are typical among natural
products manufacturers, said Patricia Negron, an analyst with Boston-based
Adams, Harkness & Hill, Inc.
" 'This is a marketplace that is tremendously active and growing,' said
Harvey Hartman, Hartman & New Hope president. 'Demand for natural products
cuts across ideological barriers and beliefs as well as demographics, a signal
that it is here to stay.'
"Reasons for the growth are numerous, said Chris Jorgansen, spokesman for
the Newport Beach, California-based American Nutritional Foods Association.
" 'Passage by Congress in 1994 of the Dietary Supplement Health and
Education Act, co-sponsored by Utah Sen. Orrin Hatch created a set of
regulatory guidelines that instills confidence in consumers that the products
they buy are subject to scrutiny.
5
<PAGE>
" 'The Act created an Office of Dietary Supplements within the National
Institutes of Health, which encourages research into benefits derived from
natural products. Articles about herbs and other nutritional supplements have
begun appearing with regularity in publications such as The Journal of the
American Medical Association,' Jorgansen said.
" 'Such changes help eliminate any qualm that consumers may have had
about using natural products,' he added. 'Baby boomers, in particular, pay
attention to this. They want to impact their own health care, and they're
using these natural products to do it.'
'Utah companies are growing as quickly as any in the nation. More than 40
Utah companies use network marketing or more traditional selling techniques to
sell natural foods. Some of them, including Weider Nutrition International
Inc. [$250 million in annual sales], Usana Inc. $85.2 million in annual
sales], Nature's Sunshine [$281 million], Nutraceutical [$98 million] and
NuSkin [$953 million in annual sales] have joined worldwide leaders in the
industry,' Negron said.
"Nature's Way, Nature's Herbs and Nature's Sunshine all recently have
completed expansions that will double or triple their manufacturing capacity.
"Weider, a Salt Lake City-based maker of vitamins, herbal supplements,
protein drinks and sports bars this summer dedicated a new 418,000-square-foot
plant capable of producing 250 million capsules and tablets and 1 million
sports bars per month. The company, which reported $250.5 million in sales for
the year ended May 31. Last month announced it will acquire Hamberg,
Germany-based Haleko in a deal worth $44.4 million "
"Usana, a Salt Lake City-based direct marketer of nutritional
supplements, diet aids and personal-care products, saw sales for the
second-quarter ended June 27 increase 47% to $36.9 million after beginning
operations in Australia and New Zealand. Negron anticipates the new markets
will bring up to $15 million in additional sales this year to Usana, which
also recently dedicated a new Salt Lake City plant."
Two years ago, Modern Health Industries and Excel Blending, both
"contract" manufactures for other companies also tripled their manufacturing
capacity. They also, still take 90 days to fill orders because of their
increased sales and backlog of orders.
Although the Company has not conducted any formal market studies or
analyses of the nutritional supplement and the over-the-counter medicine
industry in undertaking its business, management believes a few trends are
apparent.
First, the type and range of nutritional supplements have expanded
considerably over the past several years as new research and new technologies
have created new methods of preparing natural medicines and nutritional
supplements. Consequently, management believes that alternatives to
traditional prescription medications and one-a-day vitamins have, in large
part, driven the industry's growth in recent years.
Secondly, the nutritional supplement industry, in general, has enjoyed
over twenty consecutive years of growth, notwithstanding a number of business
cycles during such period, and it appears that it will continue to grow. The
nutritional supplement industry does not appear to be impacted as
significantly by general economic conditions as many other industries, due to
their relatively modest cost and safety factors, the opportunity in the
industry to diversify in range and non-seasonality, and other factors.
6
<PAGE>
Thirdly, natural medicines and nutritional supplements have both
pre-planned and impulse purchases, thereby creating numerous unique marketing
opportunities. Due to the factors described above, management believes that
the industry offers potential for both the large-scale producers, and the
smaller, niche market producers like the Company. The Company believes it has
an opportunity to address both seasonal and the traditional year around
markets, with an emphasis on the uniqueness of its products.
PRODUCTS
The Company has initially created natural medications and nutritional
supplements in the following categories:
1. Weight-loss and fat management.
2. Cardiovascular conditions.
3. Antioxidant protection.
4. Memory enhancement and senility prevention.
5. Prostate protection and BHP reversal.
6. Impotency reversal and sexual enhancement.
7. Detoxification procedures.
8. Daily nutritional requirements.
Additional products and programs, covering a variety of health needs, are
in the planning stage, and will be introduced into the market as the Company's
financial situation and operating and marketing results dictate.
MARKETING
The company plans to market its unique line of natural medicines and
nutritional supplements through the following distribution methods as finances
will allow:
A. Marketing through TV and radio advertising, especially on "leader"
products that have a wide appeal to virtually all age, income and
occupational groups.
B. Direct Response Marketing, including advertising through
newspapers, magazines, mail orders, etc.
C. Standard wholesale distribution channels, including the vast array
of established retail outlets throughout the United States. These
primary targets include:
* Major grocery store and drug store chains.
* Independent grocery and drug stores.
* Major health food and nutritional store chains.
* Independent health food and nutritional stores.
Secondary retail outlet targets include:
* Health fitness centers, spas, diet centers, aerobic studios,
karate studios and other centers interested in physical
well-being.
* Beauty salons, beauty schools, make-up studios and other retail
outlets interested in outward appearances, but know the beauty
enhancing value of good nutrition.
7
<PAGE>
FUTURE MARKETING PLANS
The Company is exploring a number of additional marketing strategies,
which it will implement in the future as finances will allow.
International sales
Natural medicines and nutritional supplements are popular throughout the
world, and international markets offer considerable opportunity for future
sales.
There is no assurance whatever that the Company will be successful in
entering into any of the markets described above. Due to the Company's
extremely limited resources, the Company will not be able to pursue any of
these markets simultaneously without substantial additional capital.
COMPETITION
The business in which the Company will compete is intensely competitive.
The Company will be competing with large companies in the industry, which have
established reputations, name recognition and market share, and the ability to
update and expand product lines. Most, if not all, of the companies with which
the Company will compete, have significantly greater management, marketing,
and creative and financial resources. Management believes that the larger,
established nutritional companies do not enjoy the same advantage in the
"niche" markets in the industry, due to their traditional approach to the
market. While the Company realizes that it is in a significant disadvantage in
the marketplace due to its limited resources and experience, the Company
believes it will be able to compete in the industry because of the uniqueness
of its product line.
Through the ultimate tradability of the Company's shares on a public
exchange, the Company will not only have the ability to grow and expand for
cash and debt (or a combination thereof), but importantly will have the
ability to additionally offer stock as a means to exploit its strategic
business plan. At present, and during the initial phase of its Plan, the only
"employees" of the Company will be Mr. Abrams and Dr. Curtis who will each be
working on Company business one, or possibly two days per week. They have to
date and will continue to receive no compensation, other than the shares of
common stock previously mentioned above, during the initial phase of the Plan.
The Company has no new product or service planned or announced to the
public. The Company's business and strategic business plan is not subject to
material regulation by federal, state, or local governmental agencies.
RISK FACTORS
The Company's strategic business plan and business model is subject to
many risks, including, but not necessarily limited to, the following:
i. The health products industry (and more specifically the nutritional
supplement business) is highly competitive, very fragmented, and
ever-changing: It is characterized by national providers like Centrum,
One-A-Day, GNC, Twinlab, going head-to-head with local area providers and even
"mom-and-pop" businesses. On the other hand, there is constant scientific
progress in the industry and widely varying needs and expectations of a
rapidly growing health conscious public.
ii. Most of the Company's Competitors are more financially secure: The
business in which the Company is engaged is highly competitive. Many of the
competitors may be more financially secure and better able to incur
acquisition, development, exploration, and marketing expenses.
8
<PAGE>
There can be no assurance that the Company's prospects will not be adversely
affected by competition from these competitors.
iii. Lack of Operating History; Unpredictability of Future Revenues:
The Company has not commenced operations and thus has no history of operations
or profits in the industry in which it will participate.
iv. The Company is largely dependent on its Management/Key Personnel:
The Company is largely dependent upon the efforts and abilities of Mr. Abrams
and Dr. Curtis to exploit the business opportunities within the marketplace.
However, they have only recently formed the Company and have no experience in
operating the Company on a long-term basis. There is no assurance that they
will be able to manage the transition from the development stage to a
profitable Company.
v. Unproven Market Acceptance of the Company's Business Plan: While the
Company's strategic plan has been researched and well thought out, there is no
assurance the Plan will be accepted in or by the marketplace, nor, that if it
is accepted, that demand will be sufficient to make the Company profitable.
The Company cannot project with certainty the outcome of its operations, and
there are no assurances that the Company will operate profitably in either the
near or long term.
vi. There are Many Unforeseen Economic Conditions and Changes That Could
Adversely Impact the Company: Local, national, and international economic
conditions may have a substantial adverse affect on the efforts of the
Company. The Company cannot guarantee against the possible eventuality of any
potential adverse economic conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE PLAN OF OPERATION.
The Company, since raising its initial capital, has concentrated on
further developing its strategic business plan to market nutritional
supplements and will likely continue to do so for the next four to eight
months. During that time, the Company will be studying such things as new
health science developments, proper promotional issues, product quality and
cost issues, and management of growth and expansion. the hardware and software
requirements of the Plan, including servers, computers, software, modems,
dial-tone providers, and the amount of bandwidth needed to adequately serve
the Company's needs. This will include analyzing the many products that are
available to satisfy these needs with a focus on using equipment and services
that allow easy expansion and/or upgrades as the customer base and
technological advances increase.
All of the research and findings prepared during this phase will be
compiled and used to set forth a detailed operating budget for the Company
that will include new customer projections coupled with the capital and
operating cash flow requirements necessary to meet those projections. During
the initial phase outlined above, the Company does not anticipate the need for
any additional capital. In addition, there will be no "employees" required
during this phase. All of the analysis and work will be performed by Mr.
Abrams and Dr. Curtis, who have been previously compensated for their efforts
through the issuance of Common Shares as set forth herein. Based on the
detailed studies, and resultant budgets and cash flow projections prepared
during the initial phase, it is expected that the Company will go forward with
another offering in the next six to nine months to raise the funding needed to
move it into the second phase of its strategic business plan, namely, the
major marketing campaign of the Company.
In determining the amount of additional funds that will need to be
raised, the Company will first establish reasonable levels of customer
interest in its operating projections, based on the perceived interest levels
for product purchases and customer growth through its own advertising, etc.,
and then, based on these projections, it will determine the amount of capital,
advertising, and
9
<PAGE>
other related costs necessary to accomplish that goal. In raising any
additional equity, the Company will consider all options, including, but not
limited to, another offering such as a 504, or a private placement(s) with
high net worth individual(s). In doing so, the Company will consult with
various professionals in the industry, such attorneys and accountants to
insure that the Company follows the best and most effective route and in
compliance with state and federal securities regulations. At present, the
Company does not know how much additional equity it will need to raise, nor
does it know the means by which any additional equity will be raised, or the
exact timing thereof. Once the foundation for the Plan has been decided and
set forth per the above discussion, the Company will begin its marketing and
expansion plans. This phase is expected to begin in about nine to twelve
months. As it enters this phase of its strategic business plan, the Company
will likely need to begin adding a few employees, which may include a
programmer and a secretary/bookkeeper/receptionist. Product sales will be
solicited by a variety of means, including direct mailings, internet searches,
industry publications, and through the many business contacts that Company
principals have established in their several years in business.
With the added flexibility that being a publicly-traded entity provides,
the Company will be able to offer cash and/or debt in their related
operations, growth and expansion plans, but importantly the ability to also
offer a combination thereof, coupled with Shares in the Company, as a means to
grow and expand its revenue and operating base. Initially the Company will
focus its efforts on the area known as the Intermountain West, but as its
success and operating base warrants, it will consider expansion to areas
outside this area to include the West Coast, East Coast and surrounding
communities. As it expands to areas outside its immediate area, the Company
will need to consider and possibly add an employee within each key geographic
area into which it expands. The second phase of the strategic business plan
will continue on as the Company enters its third phase, which is the operation
and expansion of its ultimate goal of being a large, operating nutritional
supplements and health-products provider. During this phase, which is expected
to begin in as little as twelve months, the Company will focus on advertising
and soliciting new customers to the Company to expand its customer base. At
this point, the Company expects to have many thousands of customers for its
nutritional supplements and to generate significant cash flows therefrom. It
is too early to foresee what may be available to the Company at that time for
an "exit strategy", but all potential paths will be given proper and due
consideration, including everything from an outright sale of the Company to
ongoing operations and continued expansion of its products. However, there can
be no assurance of when, if ever, the Company's operations will develop as
planned or be profitable.
At present, the Company does not expect or anticipate any purchase and/or
sales of any significant plant or equipment, nor are there any plans to
increase the number of employees in the next twelve months.
Results of Operations
There were no revenues from sales for the period ended December 31, 1999.
The Company sustained a net loss of $39,583 for the period then ended, which
was due to the amortization of the capitalized start-up costs incurred by the
Company.
Liquidity and Capital Resources
As of December 31, 1999, the Company had $4,125 on hand or in the bank.
Until such time as the Company sets forth and implements its strategic
business
10
<PAGE>
plan, there will be no need for additional capital, since the Officers are
contributing their time and expenses at no cost during that time. Although the
complete strategic business plan has not yet been fully researched and put
together, management, at present, foresees the need to raise about $300,000 to
$500,000 in additional capital to fully enter the major marketing phase of its
strategic plan. For the next twelve months, management has plans to raise
additional capital through the sale of equities. The means to do so have not
been set forth or decided by the Company, however, they may include, but not
be limited to, another Rule 504 offering and/or a private placement(s)with
high net worth individual(s). It is the Company's intent to use this
additional capital to fund their business plan, as operating revenues will not
be generated until such time. The Company faces considerable risks at each
step in its strategic business plan. Such things as technology, societal and
economic changes, cost overruns, a lack of interest in and/or inability to
market nutritional supplements at fair prices, and shortfalls in funding due
to the Company's inability to raise additional capital in the equity
securities market all may have an impact on the Company. If no additional
funding is raised over the next twelve months, the Company will be forced to
rely on funds loaned by the Officers and Directors. In such a restricted
scenario, the Company would not be able to complete all of the steps of its
strategic business plan, and would therefore be forced to delay all
capital-intensive activities. It is possible that, without necessary and
sufficient cash flow during the next twelve months, the Company would have to
severely restrict its plans and abilities to move forward with its strategic
business plan.
ITEM 3. DESCRIPTION OF PROPERTY
The Company owns no property. Its office space is shared with other
entities. The office space totals approximately 1,000 square feet. This office
arrangement and configuration is considered adequate for current and
short-term operations of the Company. If, and when, the Company's future plans
require additional space as its development and strategic business plan
proceeds, the building which it presently occupies has additional space for
possible expansion. If for some reason the current building was not available,
the Company could be easily relocated to another location in town at
competitive rents.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of January 20, 2000, each person known
by the Company to be the beneficial owner of five percent or more of the
Company's Common Stock, all directors individually and all directors and
officers of the Company as a group. The nature of the beneficial ownership in
each case of all officers and directors is that each one received their stock
in the Company for services as its founders.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership of Class
- ------------------- -------------------- ----------
Howard E. Abrams 3,300,000 64%
3672 Cove Point Dr.
Salt Lake City, UT 84109
Gerald Curtis 200,000 4%
3672 Cove Point Dr.
Salt Lake City, UT 84109
11
<PAGE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has two Directors and Officers as follows:
Name Age Positions/Offices Held
- ------ --- ----------------------
Howard E. Abrams 62 Chairman, President
Director
Gerald D. Curtis 67 Director, Secretary,
Treasurer
There are no agreements or understandings for any officer of director to
resign at the request of another person and the above-named officers and
directors are not acting on behalf of, nor will they act at the direction of
other person.
Set forth below are summaries of the business experience of the Directors
and Officers of the Company for at least the last five years:
Howard E. Abrams, Chairman of the Board, President, and Director. Mr.
Abrams Age 62, has been a director and officer of the Company since its
inception in August of 1998.
From January of 1994 to August of 1998 Mr. Abrams having retired from his
former profession devoted all of his time, effort and money into nutritional
research. During this time, he has upgraded all of his previous original and
very successful formulas, by adding newly researched and highly effective
nutrients to them. In addition, he has developed many additional
state-of-the-art formulas to meet the needs of today's most critical health
problems. All of these formulas now belong to the inventory of Altrimega
Health Corporation.
Mr. Abrams experience in the field of health and nutrition includes many
years of personal research in natural remedies seeking answers to various
personal health problems. The original formulas, modalities and programs,
developed by Mr. Abrams, were incorporated into Beneficial Health, Inc. Mr.
Abrams was its founder and served as its President for several years. This
company, now called Beneficial International, Inc. is a publicly held company
that still distributes Mr. Abrams' original health and nutritional products
worldwide. Since his retirement, Mr. Abrams no longer has any affiliation with
this company.
Gerald D. Curtis, D. D. S. Secretary/Treasurer of the Corporation has
been a director since August of 1999.
Dr. Curtis practiced dentistry until July 1999, when he sold his dental
practice. At this time he retired from dentistry and joined Altrimega Health
Corporation in August of 1999.
Prior to this Dr. Curtis practiced dentistry in Salt Lake City, Utah for
almost 40 years. He completed his undergraduate studies at the University of
Utah in Salt Lake City. He obtained his D. D. S. degree at the University of
Kansas City in Kansas City, Missouri in 1959.
The term of office for each Director is one year, or until his successor
is elected and qualified at the Company's annual meeting of Shareholders,
subject to ratification by the Shareholders. The term of office for each
Officer is one year or until a successor is elected and qualified and is
subject to removal by the Board.
12
No Officer or Director of the Company has been the subject of any Order,
Judgement, or Decree of any court of competent jurisdiction, of any regulatory
agency enjoining him from acting as an investment advisor, underwriter,
broker, or dealer in the securities, or as an affiliated person, director, or
employee of an investment company, bank savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with the purchase or sale of any securities nor has any person been
the subject of any order of a state authority barring or suspending for more
than sixty days, the right of such person to be engaged in such activities or
to be associated with such activities. No Officer or Director of the Company
has been convicted in any criminal proceedings (excluding traffic violations)
or the subject of a criminal proceeding which is presently pending.
ITEM 6. EXECUTIVE COMPENSATION
Mr. Howard E. Abrams and Dr. Gerald D. Curtis have not received, nor are
they projected to receive, any compensation for their services, including
their capacities as Directors, other than the issuance of the Company's Common
Stock as set forth in Item 4 above. Should the Company become profitable and
produce commensurate cash flows from operations and/or through the sale of
strategic investments, there may be some level of compensation paid to them,
however, this will be subject to approval by the Company's Board of Directors.
It is the responsibility of the Company's Officers and its Board of Directors
to determine the timing of any remuneration for key personnel. Such
determination and timing thereof will be based upon such factors as positive
cash flow to include equity sales, operating cash flows, capital requirements,
and a positive cash flow balance in excess of $12,500 per month. At the time
cash flow reaches this point, and appears to be sustainable, the Officers and
Board of Directors will again readdress the compensation of its key personnel
and set forth a more formal and complete plan for remuneration in line with
operations of the Company. At present, the Company`s management cannot
accurately estimate the point when revenues and operating cash flows will be
sufficient enough to implement this compensation plan, nor are they able to
estimate the exact amount of compensation at this time. There are no annuity,
pension, or retirement benefits proposed to be paid to Officers, Directors, or
employees of the Company in the event of retirement at normal date pursuant to
any presently existing plan provided or contributed to by the Company, or any
of its subsidiaries, if any.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There have been no actual or proposed transactions to which the Company
was or is to be a party to in which any Director, Executive Officer, nominee
for election as Director, security holder, or any member of the immediate
family of any of the aforementioned had or is to have a direct or indirect
material interest.
ITEM 8. DESCRIPTION OF SECURITIES
Qualification
The following statements constitute brief summaries of the Company's
Articles of Incorporation and Bylaws. Such summaries do not purport to be
fully complete and are qualified in their entirety by reference to the full
text of the Articles of Incorporation and Bylaws of the Company. Common Stock.
The Company's Articles of Incorporation authorize it to issue up to 50,000,000
(fifty- million) Shares of its Common Stock, which carry a par value of $0.001
per Share, and 10,000,000 (ten-million) Shares of its Preferred Stock, which
carries a par value of $0.001 per Share.
13
<PAGE>
All outstanding Common Shares are, and the Common Shares offered in the
future will be when legally issued, fully paid and non-assessable. Liquidation
Rights. Upon liquidation or dissolution, each outstanding Common Share will be
entitled to share equally in the assets of the Company legally available for
distribution to shareholders after the payment of all debts and other
liabilities. Dividend Rights. There are no limitations or restrictions upon
the rights of the Board of Directors to declare dividends out of any funds
legally available therefor. The Company has not paid dividends to date and it
is not anticipated that any dividends to date and it is not anticipated that
any dividends will be paid in the foreseeable future.
The Board of Directors initially will follow a policy of retained
earnings, if any, to finance the future growth of the Company. Accordingly,
future dividends, if any, will depend upon, among other considerations, the
Company's need for working capital and its financial conditions at the time.
Voting Rights. Holders of Common Shares of the Company are entitled to cast
one vote for each share held at all shareholders meetings for all purposes.
Other Rights. Common Shares are not redeemable, have no conversion rights and
carry no preemptive or other rights to subscribe to or purchase additional
Common Shares in the event of a subsequent offering.
Transfer Agent
The Company has elected to act in the capacity of its own Transfer Agent
for the period to date. However, it is contemplated that a third-party Agent
will be appointed at the time the Company becomes a listed company on the OTC
Bulletin Board. The Securities and Exchange Commission has adopted Rule 15g-9
which established the definition of a "penny stock", for the purposes relevant
to the Company, as any equity security that has a market price of less than
$5.00 per share, or with an exercise price of less than $5.00 per share,
subject to certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require:
(i) that 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 objectives of the person; and (ii) make a reasonable determination
that the transaction(s) in penny stocks are suitable for that person and the
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 highlighted 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 investors
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 the
commissions payable to both the broker-dealer and registered representative,
current quotations for the securities and the rights and remedies available to
an investor in case of fraud in penny stock transactions.
14
<PAGE>
Finally, monthly statements have to be sent disclosing recent price
information for the penny stocks held in the account and information on the
limited market in penny stocks.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS.
The Company intends to apply for trading in the over-the-counter market
to be listed on the NASDAQ OTC Bulleting Board. There have been no cash
dividends declared by the Company since its inception. Further, there are no
restrictions that would limit the Company's ability to pay dividends on its
common equity or that would be likely to do so in the future. To date, the
Company has issued 4,500,000 Shares of its Common Stock. These include
3,300,000 Shares and 200,000 Shares issued to Howard E. Abrams and Gerald D.
Curtis respectively, as Directors of the Company. The remaining 1,000,000
Shares were purchased and are held by 35 Shareholders, none of which hold more
than 5% of Shares outstanding or related to the Officers/Directors. The
Company has no outstanding options, nor does it have any plans to register any
of its securities under the Securities Act for sale by security holders. There
is no public offering of equity and there is no proposed public offering of
equity.
ITEM 2. LEGAL PROCEEDINGS
The Company is not and has not been a party to any legal proceedings, nor
is the Company aware of any disputes that may result in legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
The Company has had no changes in and/or disagreements with its
accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
At inception, the Company issued 3,300,000 (three million three hundred
thousand) and 200,000 (two hundred thousand) Rule 144 Common Shares to Howard
E. Abrams and Gerald D. Curtis, respectively. The Company relied upon Section
4(2) of the Securities Act of 1993, as amended (the "Act"). The Company issued
the shares in satisfaction of management services rendered to officers and
directors, which does not constitute a public offering. The Shares were valued
at par value.
During September, 1998, the Company issued an aggregate of 1,000,000 (one
million) Common Shares to a total of 35 (thirty five) non-affiliated, private
investors for cash aggregating $4,500 in private sale transactions. The Shares
were sold at a price of $0.0045 per Share. None of these shareholders hold
more than 5% of the Shares. These investors were "accredited" and
"non-accredited" individuals who know, or were made familiar with the Company
by those knowing Howard E. Abrams. The Company acted on its own behalf in the
underwriting, offering, and sale of these securities. There were no
underwriting discounts or commissions paid. Each investor was provided with an
Offering Circular and had access to all information on the Company from which
to make an informed investment decision pursuant to an exemption from
registration pursuant to Rule 504, Regulation D of the Securities Act of 1933.
During October, 1999 and November 1999 two loans to the Company were
converted for equity. Jay W. Kirch converted his loan to the Company of
$20,000.00 for Common stock of 250,000 shares in October, and Matthew Foulger
converted his loan to the Company of $22,000.00 for 250,000 shares in
November.
15
<PAGE>
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Officers and Directors of the Company are accountable to the Company
as fiduciaries, and consequently must exercise good faith and integrity in
handling its affairs. Section 78.751 of the Nevada General Corporation Law
provides that a corporation organized under the laws of the State of Nevada
has the power to indemnify its Officers and Directors against expenses
incurred by such persons in connection with any threatened, pending or
completed action, suit, or proceedings, whether civil, criminal,
administrative, or investigative involving such persons in their capacities as
officers and directors, so long as such persons acted in good faith and in a
manner which they reasonably believed to be in the best interests of the
Company. Because the Bylaws of the Company provide for such indemnification,
the foregoing provisions of Nevada law and the organization documents of the
Company are broad enough to permit the Company to indemnify its Officers and
Directors from liabilities that may arise under the Securities Act.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT MAY BE PERMITTED TO ITS OFFICERS AND DIRECTORS, OR PERSONS CONTROLLING THE
COMPANY PURSUANT TO THE FOREGOING PROVISIONS, OR OTHERWISE, THE COMPANY HAS
BEEN ADVISED THAT IN THE OPINION OF THE SECURITIES AND EXCHANGE COMISSION,
SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE SECURITIES
ACT OF 1933, AND IS, THEREFORE, UNENFORCEABLE.
ITEM 6. GENERAL - YEAR 2000 ISSUES Year 2000 Compliance Issues
The Company has established a plan to address Year 2000 issues as part of
its strategic business plan. This plan encompasses the phases of awareness,
assessment, renovation (if necessary), validation, and implementation. These
phases will enable the Company to identify risks, develop action plans,
perform adequate testing, and determine if its various systems will be
operational throughout the year 2000 and beyond. Successful implementation(s)
of this plan are expected to mitigate any extraordinary expenses or
liabilities related to the Year 2000 issue. In assessing available software,
the Company has determined that any purchased software will be off-the-shelf
software that will be certified Year 2000 compatible for all of its computing
requirements.
In providing for this Company, Mr. Abrams currently anticipates
purchasing new off-the-shelf Year 2000 compatible software as often as
necessary. The total cost of this new software will be absorbed by Mr. Abrams
and thus will not be an expense of the Company. However, there can be no
guarantee that these new off-the-shelf software products will be adequately
modified, which could have a material adverse effect on the Company's results
of operations. No assurances can be given that the Year 2000 compliance plan
with third parties will be successful. The Company's contingency plan is
somewhat simplistic, and involves operating with a back-up generator for short
periods of time, and the use of manual systems where available and
appropriate. The successful and timely completion of the Year 2000 project is
based on the Company's best estimates which were derived from various
assumptions of future events. These events are inherently uncertain, including
the progress and results of vendors, suppliers and customers Year 2000
readiness.
PART F/S
The following financial statements required by Item 310 of Regulation S-B
are furnished below: Independent Auditor's Report dated December 31,1999.
Balance Sheet as of December 31, 1999. Statements of Operations for the year
ended December 31,1999 and the period September 8, 1998 to December 31,1998
and for the Period September 8, 1998 (Date of Inception) to December 31, 1999.
Statements of Stockholders' Equity for the Period from Inception (September 8,
1998) to December 31, 1999 Statements of Cash Flows for the Year Ended
December 31, 1999 and the Period September 8,1998 to December 31, 1998 and the
Period September 8, 1998 (Date of Inception) to December 31, 1999.
16
<PAGE>
ALTRIMEGA HEALTH CORPORATION
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
December 31, 1999, and December 31, 1998
<PAGE> 17
<Letterhead of:
ANDERSON ANDERSON & STRONG, L.C.
__________________________________
Certified Public Accountants and Business Consultants
941 East 3300 South, Suite 202
Salt Lake City, Utah 84106
Telephone: 801-486-0096
Fax: 801-486-0098>
Board of Directors
Altrimega Health Corporation
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Altrimega Health Corporation
(a development stage company) at December 31, 1999 and the statements of
operations, stockholders' equity, and cash flows for the year ended December
31, 1999 and the period September 8, 1998 to December 31, 1998 and the period
September 8, 1998 (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 audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the balance sheet is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the balance sheet. An audit also
includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall balance sheet
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Altrimega Health
Corporation at December 31, 1999, and the results of operations, and cash
flows for the year ended December 31, 1999 and the period September 8, 1998
to December 31, 1998 and the period September 8, 1998 (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 is in the development
stage and will need additional working capital for any future 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
6. These financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
/s/ Anderson Anderson & Strong
Salt Lake City, Utah
January 21, 2000
<PAGE> 18
ALTRIMEGA HEALTH CORPORATION
(Development Stage Company)
BALANCE SHEET
December 31, 1999
___________________________________________________________________________
ASSETS
CURRENT ASSETS
Cash $ 4,125
------------
Total Current Assets 4,125
------------
PROPERTY AND EQUIPMENT - Net of
accumulated depreciation - Note 2 2,626
------------
ADVANCE DEPOSIT - LEASE - Note 3 6,666
------------
$ 13,417
============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Note payable - Note 4 $ 5,000
Accounts payable 1,500
------------
Total Current Liabilities 6,500
------------
STOCKHOLDERS' EQUITY
Preferred stock
10,000,000 shares authorized at $0.001 par
value; none outstanding -
Common stock
50,000,000 shares authorized at $0.001 par
value; 5,000,000 shares issued and outstanding 5,000
Capital in excess of par value 41,500
Deficit accumulated during the development stage (39,583)
------------
Total Stockholders' Equity 6,917
------------
$ 13,417
============
The accompanying notes are an integral part of these financial statements.
<PAGE> 19
ALTRIMEGA HEALTH CORPORATION
(Development Stage Company)
STATEMENTS OF OPERATIONS
For the Year Ended December 31, 1999 and the Period
September 8, 1998 to December 31, 1998 and the Period
September 8, 1998 (Date of Inception) to December 31, 1999
_____________________________________________________________________________
September 8, 1998
Dec 31, Dec 31, (Date of Inception)
1999 1998 to Dec 31, 1999
------------ ------------ -------------------
REVENUES $ - $ - $ -
EXPENSES 39,583 - 39,583
------------ ------------ -------------
NET LOSS $ (39,583) $ - $ (39,583)
============ ============ =============
NET LOSS PER COMMON SHARE
Basic $ (.01) $ -
------------ ------------
AVERAGE OUTSTANDING SHARES
Basic 4,542,000 4,500,000
------------ ------------
The accompanying notes are an integral part of these financial statements.
<PAGE> 20
ALTRIMEGA HEALTH CORPORATION
(Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period September 8, 1998 (Date of Inception)
to December 31, 1999
____________________________________________________________________________
Common Stock Capital in
------------------------ Excess of Accumulated
Shares Amount Par Value Deficit
------------ ----------- ------------ -----------
Balance September 8, 1998
(date of inception) - $ - $ - $ -
Issuance of common stock
for cash at $.001 -
September 8, 1998 4,500,000 4,500 - -
Net operating loss for the
period September 8, 1998
to December 31, 1998 - - - -
------------ ----------- ------------ -----------
Balance December 31, 1998 4,500,000 4,500 - -
Issuance of common stock for
cash at $.08 - October 15,
1999 250,000 250 19,750 -
Issuance of common stock for
cash at $.088 - November 1,
1999 250,000 250 21,750 -
Net operating loss for the
year ended December 31, 1999 - - - (39,583)
------------ ----------- ------------ -----------
Balance December 31, 1999 5,000,000 $ 5,000 $ 41,500 $ (39,583)
============ =========== ============ ===========
The accompanying notes are an integral part of these financial statements.
<PAGE> 21
ALTRIMEGA HEALTH CORPORATION
(Development Stage Company)
STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1999 and the Period September 8, 1998 to
December 31,1998 and the Period September 8, 1998 (Date of Inception) to
December 31, 1999
_____________________________________________________________________________
September 8, 1998
Dec 31, Dec 31, (Date of Inception)
1999 1998 to Dec 31, 1999
------------ ------------ -------------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (39,583) $ - $ (39,583)
Adjustments to reconcile net
loss to net cash provided
by operating activities - - -
Depreciation and amortization 3,508 - 3,508
Changes in accounts payable 1,500 - 1,500
------------ ------------ -------------
Net Cash Used in Operations (34,575) - (34,575)
------------ ------------ -------------
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of equipment (2,800) - (2,800)
Advance deposit - lease (10,000) - (10,000)
------------ ------------ -------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from loan 5,000 - 5,000
Proceeds from issuance of
common stock 46,500 - 46,500
------------ ------------ -------------
Net Increase in Cash 4,125 - 4,125
Cash at Beginning of Period - - -
------------ ------------ -------------
Cash at End of Period $ 4,125 $ - $ 4,125
============ ============ =============
The accompanying notes are an integral part of these financial statements.
<PAGE> 22
ALTRIMEGA HEALTH CORPORATION
(Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
___________________________________________________________________________
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on
September 8, 1998 with the name of Mega International Health Corporation
with authorized common stock of 50,000,000 shares with a par value of $0.001
and preferred stock of 10,000,000 shares with a par value of $0.001. The board
of directors will determine the powers and rights of the preferred stock when
it is issued. On June 23, 1999 the name was changed to Altrimega Health
Corporation.
The Company was organized for the purpose of marketing nutritional products.
The Company is in the development stage.
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.
Property and Equipment
- ----------------------
The equipment consists of office furniture and equipment which is being
depreciated over 5 and 7 years.
Income Taxes
- ------------
On December 31, 1999 the Company had a net operating loss carryforward
of $39,583. 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
doubtful, since the Company has no operations on which to project future net
profits.
The loss carryover will expire in 2021.
Earnings (Loss) Per Share
- --------------------------
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding in accordance with FASB No. 128.
Financial Instruments
- ---------------------
The carrying amounts of financial instruments, including cash, advance
deposits, property and equipment and accounts payable, are considered by
management to be their estimated fair values.
<PAGE> 23
ALTRIMEGA HEALTH CORPORATION
(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. ADVANCE DEPOSIT - LEASE
The Company paid an advance deposit on the lease of office and storage space.
The terms of the lease is $833 per month for twelve months starting September
1, 1999.
4. NOTE PAYABLE
The note payable consists of a no interest, demand loan, of $5,000 received
from a related party.
5. RELATED PARTY TRANSACTIONS
70% of the outstanding common stock was issued to a related parties.
6. GOING CONCERN
The company will need additional working capital for its planned activity and
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 additional equity funding, and long term
financing, which will enable the Company to operate for the coming year.
There is no assurance that the Company will be successful in this effort.
<PAGE> 24
PART III
ITEM 1. EXHIBITS
Exhibit No. Description
- ---------- -------------
3.1.1 ARTICLES OF INCORPORATION
3.1.2 AMENDMENT TO ARTICLES OF INCORPORATION
3.2 BY-LAWS
27 FINANCIAL DATA SCHEDULE
<PAGE> 25
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
Altrimega Health Corporation
(Registrant)
Date: 1-21-2000 By: /s/ Howard Abrams
________________________________
Howard Abrams
Chairman and President
<Stamped: FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
SEP 08 1998
No. C21218-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE>
ARTICLES OF INCORPORATION
OF
MEGA INTERNATIONAL HEALTH CORPORATION
WE THE UNDERSIGNED, natural persons of the age of twenty-one (21) years or
more, acting as incorporators of the corporation pursuant the General
Corporation Law of Nevada, adopt the following Articles of Incorporation for
this corporation:
ARTICLE I
Name
The name of the corporation is Mega International Health Corporation.
ARTICLE II
Registered Office and Agent
The name of the registered agent of the Corporation is Gateway Enterprises.
The street address of the registered office of the Corporation in the
State of Nevada is 3230 East Flamingo Road Suite #156, Las Vegas, NV 89121.
ARTICLE III
Mailing Address
The mailing address of the Corporation is 3672 East Cove Point Drive,
Salt Lake City, UT 84109.
ARTICLE IV
Duration
This Corporation shall exist perpetually.
ARTICLE V
Purpose
The purpose or purposes of the Corporation are:
(1) To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Laws of Nevada; and
(2) In general, to possess and exercise all the powers and privileges
granted by the General Corporation Law of Nevada or any other law of Nevada or
by this Certificate of Incorporation together
<PAGE>
with any power incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the
business or purposes of the Corporation.
ARTICLE VI
Capital Stock
The maximum number of shares of capital stock which this Corporation
shall have authority to issue is Sixty Million (60,000,000), Consisting of
Fifty Million (50,000,000) shares of Common Stock, $.001 par value, and Ten
Million (10,000,000) shares of Preferred Stock at $.001 par value. The
preferences, qualifications, limitations, restrictions and the special or
relative rights in respect of the shares of each class are as follows:
SECTION 1. Preferred Stock.
The Preferred Stock may be issued from time to time in one or more
series. All shares of Preferred Stock shall be of equal rank and shall be
identical, except in respect of the matters that may be fixed and determined
by the Board of Directors as hereinafter provided, and each share of each
series shall be identical with all other shares of such series, except as to
the date from which dividends are cumulative. The Board of Directors hereby
is authorized to cause such shares to be issued in one or more classes or
series and with respect to each such class or series to fix and determine the
designation, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof.
The authority of the Board of Directors with respect to each series shall
include, but not be limited to, determination of the following:
(1) the number of shares constituting a series, the distinctive
designation of a series and the stated value of a series, if different from
the par value;
(2) whether the shares or a series are entitled to any fixed or
determinable dividends, the dividend rate (if any) on such shares, whether the
dividends are cumulative and the relative rights or priority of dividends on
shares of that series;
(3) whether a series has voting rights in addition to the voting rights
provided by law and the terms and conditions of such voting rights;
(4) whether a series will have or receive conversion or exchange
privileges and the terms and conditions of such conversion or exchange
privileges;
(5) whether the shares of a series are redeemable and the terms and
conditions of such redemption, including the manner of selecting shares for
redemption if less than all shares are to he redeemed, the date or dates on or
after which the shares in the series will be redeemable and the amount payable
in case of redemption;
(6) whether a series will have a sinking fund for the redemption or
purchase of the shares in the series and the terms and the amount of such
sinking fund;
2
<PAGE>
(7) the right of a series to the benefit of conditions and restrictions
on the creation of indebtedness of the Corporation or any subsidiary, on the
issuance of any additional capital stock (including additional shares of such
series or any other series), on the payment of dividends or the making of
other distributions on any outstanding stock of the Corporation and the
purchase, redemption or other acquisition by the Corporation, or any
subsidiary, of any outstanding stock of the Corporation;
(8) the rights of a series in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation and the relative
rights of priority of payment of a series; and
(9) any other relative, participating, optional or other special rights,
qualifications, limitations or restrictions of such series.
Dividends on outstanding shares of Preferred Stock shall be paid or set
apart for payment before any dividends shall be paid or declared or set apart
for payment on the Common Stock with respect to the same dividend period.
If upon any voluntary or involuntary liquidation, dissolution or winding
up of the Corporation the assets available for distribution to holders of
shares of Preferred Stock of all series shall be insufficient to pay such
holders the full preferential amount to which they are entitled, then such
assets shall be distributed ratably among the shares of all series in
accordance with the respective preferential amounts (including unpaid
cumulative dividends, if any, payable with respect thereto).
SECTION 2. Common Stock - General Provisions.
The Common Stock shall be subject to the express terms of the Preferred
Stock and any series thereof. Each share of Common Stock shall be equal to
every other share of Common Stock, except as otherwise provided herein or
required by law.
Shares of Common Stock authorized hereby shall not be subject to
preemptive rights. The holders of shares of Common Stock now or hereafter
outstanding shall have no preemptive right to purchase or have offered to them
for purchase any of such authorized but unissued shares, or any shares of
Preferred Stock, Common Stock or other equity securities issued or to be
issued by the Company.
Subject to the preferential and other dividend rights applicable to
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive such dividends (payable in cash, stock or otherwise) as may be
declared on the Common Stock by the Board of Directors at any time or from
time to time out of any funds legally available therefor.
In the event of any voluntary or involuntary liquidation, distribution or
winding up of the Corporation, after distribution in full of the preferential
or other amounts to be distributed to the holders of shares of Preferred
Stock, the holders of shares of Common Stock shall be entitled to receive all
of the remaining assets of the Corporation available for distribution to its
stockholders, ratably in proportion to the number of shares of Common Stock
held by them.
3
<PAGE>
SECTION 3. Common Stock - Other Provisions.
(a) Voting Rights. The shares of Common Stock shall have the following
voting rights:
(1) Each share of Common Stock shall entitle the holder thereof to one
vote upon all matters upon which stockholders have the right to vote.
Except as otherwise required by applicable law, the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a
vote of stockholders of the Corporation (or, if any holders of shares of
Preferred Stock are entitled to vote together with the holders of Common
Stock, as a single class with such holders of shares of Preferred Stock).
(b) Dividends and Distributions. Except as otherwise provided in this
Certificate of Incorporation, holders of Common Stock shall be entitled to
such dividends and other distributions in cash, stock or property of the
Corporation as may be declared thereon by the Board of Directors from time to
time out of assets or funds of the Corporation legally available therefor;
provided, however, that in no event may the rate of any dividend payable on
outstanding shares of any class of Common Stock be greater than the dividend
rate payable on outstanding shares of the other class of Common Stock. All
dividends and distributions on the Common Stock payable in stock of the
Corporation shall be made in shares of Common Stock. In no event will shares
of Common Stock be split, divided or combined unless the outstanding shares of
the Common Stock shall be proportionately split, divided or combined.
(c) Options, Rights or Warrants. The Corporation may make offerings of
options, rights or warrants to subscribe for shares of capital stock to all
holders of Common Stock if an identical offering is made simultaneously to all
the holders of stock. All such offerings of options, rights or warrants shall
offer the respective holders of Common Stock the right to subscribe at the
same rate per share.
ARTICLE VII
Governing Board
SECTION 1. Number and Terms.
The Governing Board shall be styled as directors. The BOARD OF DIRECTORS
shall consist of 2 members and the names and addresses are as follows:
Howard E. Abrams, 3672 East Cove Point Drive, Salt Lake City, Utah 84109
Dr. Gerald D. Curtis, 3672 East Cove Point Drive, Salt Lake City, Utah 84109
The number of directors that shall constitute the whole Board of
Directors shall be determined in the manner provided in the By-laws of the
Corporation. The initial directors shall hold office for a term expiring at
the next succeeding annual meeting of stockholders and until election of their
respective successors.
SECTION 2. Vacancies.
Any vacancy on the Board of Directors, whether arising through death,
resignation or removal of a director or through an increase in the number of
directors of any class, shall be filled by a
4
<PAGE>
majority vote of all remaining directors. The term of office of any director
elected to fill such a vacancy shall expire at the expiration of the term of
office of directors in which the vacancy occurred.
SECTION 3. Other Provisions.
Notwithstanding any other provision of this Article VII, and except as
otherwise required by law, whenever the holders of any one or more series of
Preferred Stock or other securities of the Corporation shall have the right,
voting separately as a class, to elect one or more directors of the
Corporation, the term of office, the filling of vacancies and other features
of such directorships shall be governed by the terms of this Certificate of
Incorporation applicable thereto, and unless the terms of this Certificate of
Incorporation expressly provide otherwise, such directorship shall be in
addition to the number of directors provided in the By-laws and such directors
shall not be classified. Elections of directors need not be by written ballot
unless the By-laws of the Corporation shall so provide.
ARTICLE VIII
By-laws
The power to adopt, alter, amend or repeal the By-laws of the Corporation
shall be vested in the Board of Directors. The stockholders of the
Corporation may adopt, amend or repeal the By-laws of the Corporation only by
the affirmative vote of holders of at least 66 and 2/3% of the combined voting
power of the then outstanding shares of stock of all classes and series of the
Corporation entitled to vote generally on matters requiring the approval of
stockholders (the "Voting Stock").
ARTICLE IX
Stockholder Meetings
Any action required or permitted to be taken by the stockholders of the
Corporation must be taken at a duly called and noticed meeting of stockholders
and may not be taken by consent in writing, unless such action requiring or
permitting stockholder approval is approved by a majority of the directors
then in office. An action required or permitted to be taken by the
stockholders which has been approved by a majority of the directors may be
taken by consent in writing if the consent is signed by the record holders of
no less than the Voting Stock that would otherwise be required for approval of
such action.
ARTICLE X
Amendments
The provisions set forth in Articles VI, VII, VIII and IX and in this
Article X may not he repealed, rescinded, altered or amended, and no other
provision may be adopted which is inconsistent therewith or impairs in any way
the operation or effect thereof, except by the affirmative vote of holders of
not less than 66 2/3% of the Voting Stock.
Consistent with the preceding sentence, the corporation reserves the
right to adopt, repeal, rescind, alter or amend in any respect any provision
contained in this Certificate of Incorporation as prescribed by applicable
law.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Incorporation to be executed in its corporate name this 27th day of August,
1998.
5
<PAGE>
As adopted and approved by the Board of Directors as of August 27, 1998.
The names and addresses of each of the incorporators signing the articles are:
John Chris Kirch Howard E. Abrams
3672 East Cove Point Drive 3672 East Cove Point Drive
Salt Lake City, Utah 84109 Salt Lake City, Utah 84109
/s/ John Chris Kirch /s/ Howard E. Abrams
- ---------------------------- -----------------------------
Signature Signature
State of Utah County of Salt Lake State of Utah County of Salt Lake
This instrument was acknowledged This instrument was acknowledged
before me on: before me on:
August 31, 1998 August 28, 1998
- --------------------------------- ----------------------------
by: /s/ John Chris Kirch by: /s/ Howard E. Abrams
----------------------------- ------------------------
Name of Person Name of Person
As incorporator As incorporator
of Mega International Health of Mega Internatioal Health
Corporation Corporation
/s/ Judith A. Gordon /s/ Judith M. Quinn
- ---------------------------------- ----------------------------
Notary Public Signature Notary Public Signature
<Notary Stamp of Judith A. Gordon, <Notary Stamp of Judith M Quinn
State of Utah, Expiration December State of Utah, Expiration February
18, 2000> 1, 1999>
ACCEPTANCE OF RESIDENT AGENT
I, Gateway Enterprises, Inc. hereby accept appointment as Resident Agent for
the above named corporation.
/s/ Kurtis D. Hughes, V.P. 8/31/98
- ------------------------- ------------------------
Signature of Resident Agent Date
6
<PAGE>
Dean Heller State of Nevada
Secretary of State Office of the Secretary of State
101 N. Carson St. Ste 3
Carson City, Nevada 89701-1786
Telephone 702-687-5203
Fax 702-687-3471
Web site http://sos.state.nv.us
<Stamped: FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 23 1999
No. C21218-98
/s/ Dean Heller
DEAN HELLER, SECRETARY OF STATE>
Certificate of Amendment to the Articles of Incorporation
For Profit Nevada Corporations
(Pursuant to NRS 78.385 and 78.390 - After issuance of Stock)
1. Name of corporation: Mega International Health Corp.
2. The articles have been amended as follows: Article #1
Name Change to ALTRIMEGA HEALTH CORPORATION.
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a
vote by classes or series, or as may be required by the provisions of the
articles of incorporation have voted in favor of the amendment: 4,000,000
equals 100%.
4. Signatures:
/s/ J. C. Kirch /s/ Howard Abrams
- -------------------------- --------------------------
President or Vice President Secretary or Asst. Secretary
(Acknowledgement required) (Acknowledgement not required)
State of Utah
County of Salt Lake
This instrument was acknowledged before me on
June 4, 1999, by
Chris Kirch (Name of Person)
as President
as designated to sign this certificate
of Mega International Health Corp.
(Name on behalf of whom instrument was executed)
/s/ Debra S. Brown <Notary stamp of
- -------------------- Debra S. Brown,
State of Utah
Commission expires:
December 31, 2002>
BY-LAWS
of
MEGA INTERNATIONAL HEALTH CORPORATION
ARTICLE I
Meetings of Shareholders
SECTION 1. Annual Meeting. The annual meeting of the shareholders of this
Corporation for the election of directors and for the transaction of any
proper business shall be held at the time and place designated by the Board of
Directors (the "Board") of the Corporation. The annual meeting shall be held
within 4 months after the close of the Corporation's fiscal year.
SECTION 2. Special Meetings. Special meetings of the shareholders shall be
held when called by the Chief Executive Officer or by a majority of the Board
of Directors. Special meetings may not be called by any other person.
Written notice of a special meeting pursuant to Section 4 herein shall be
given to all stock holders entitled to vote at such meeting not less than 10
nor more than 60 days before the date of the meeting. Each such special
meeting shall be held at such date and time as requested by the person or
persons calling the meeting within the limits fixed by law. Business
transacted at any special meeting of shareholders shall be limited to the
purposes stated in the notice.
SECTION 3. Place. Meetings of shareholders may be held in the State of
Nevada or outside the State of Nevada.
SECTION 4. Notice. Written notice stating the place, date and time of the
meeting and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than 10 nor more than
60 days before the meeting, either personally or by first class mail, by or at
the direction of the President, the Secretary, or the officer or persons
calling the meeting to each shareholder of record entitled to vote at such
meeting. If mailed, such notice shall be effective when deposited in the
United States mail addressed to the shareholder at his address as it appears
on the Corporation's current record of shareholders.
SECTION 5. Notice of Adjourned Meetings. When a meeting is adjourned to
another time or place, it shall not be necessary to give any notice of the
adjourned meeting if the time and place to which the meeting is adjourned are
announced at the meeting at which the adjournment is taken, and at the
adjourned meeting any business may be transacted that might have been
transacted on the original date of the meeting. If, however, the adjournment
is for more than 30 days, or if, after the adjournment, the Board of Directors
fixes a new record date for the adjourned meeting, a notice of the adjourned
meeting shall be given as provided in Section 4 herein to each shareholder of
record on the new record date entitled to vote at such meeting.
SECTION 6. Notice of Shareholder Business and Nominations. Except as may
otherwise be provided herein, or in the Certificate of Incorporation in
connection with rights to electing directors under specific circumstances
which may be granted to the holders of any series of Preferred Stock,
nominations for the election of directors and the proposal of business to be
considered by the shareholders may be made by the Board or any shareholder of
record entitled to vote at the meeting and who complies with the notice
procedures set forth in this by-law.
For nominations or other business to be properly brought before an annual
meeting by a shareholder, the shareholder must have given timely notice
thereof in writing to the Secretary of the Corporation and such other business
must otherwise be a proper matter for shareholder action. Except as otherwise
provided by applicable law, to be timely, a shareholder's notice must be
delivered to the Secretary of the Corporation at the Corporation's principal
executive offices not later than the close of business on the 60th day, nor
earlier than the close of business on the 90th day, prior to the first
anniversary of the preceding year's annual meeting; provided, however, that in
the event that the date of the annual meeting is more than 30 days before or
60 days after such anniversary date, notice by the shareholder must he so
delivered not earlier than the close of business on the later of the 60th day
prior to such meeting or the 10th day following the day on which public
announcement of the date of such meeting is made by the Corporation. In no
event shall public announcement of an adjournment of an annual meeting
commence a new time period for giving of a shareholder's notice as described
above.
Such shareholder's notice shall set forth (a) as to each person whom the
shareholder proposes to nominate for election to the Board of Directors, all
information relative to such person required to be disclosed in solicitation
of proxies for election of directors pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (including such person's written consent to
being named in the proxy statements as a nominee and to serving as a director
if elected); (b) as to any other business that the shareholder proposes to
bring before the meeting, a brief description of the business desired to be
brought before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder and the
beneficial owner, if any, on whose behalf the nomination or proposal is made;
and (c) as to the shareholder giving notice and the beneficial owner, if any,
on whose behalf the nomination or proposal is made (i) the name and address of
such shareholder, as they appear on the Corporation's books and of such
beneficial owned and (ii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder and beneficial
owner. Notice of nominations which are proposed by the Board shall be given
by the Chairman, the President or the Secretary of the Corporation on behalf
of the Board.
The chairperson of the meeting may, if the facts warrant, determine and
declare to the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he or she should so determine, he or she shall so
declare to the meeting and the defective nomination shall be disregarded.
SECTION 7. Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any distribution, or in
order to make a determination of shareholders for any other purpose, the Board
of Directors may fix in advance a date as the record date for any
determination of shareholders, such date in any case to be not more than 60
days and, in case of a meeting of shareholders, not less than 10 days prior to
the date on which the particular action requiring such determination of
shareholders is to be taken.
If the stock transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice or to vote at an annual or
special meeting of shareholders, or shareholders entitled to receive payment
of a distribution, the date on which notice of the meeting is mailed or the
date on which the resolution of the Board of Directors declaring such
distribution is adopted, as the case may be, shall be the record date for
such determination of shareholders.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting. A new record date must be fixed if
the meeting is adjourned to a date more than 120 days after the date fixed for
the original meeting.
SECTION 8. Voting Record. The officers or agent having charge of the stock
transfer books for shares of the Corporation shall make, at least 10 days
before each meeting of shareholders, a complete alphabetical list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged by voting group with the address of and the number and class and
series, any, of shares held by each. The list, for a period of 10 days prior
to such meeting, shall be available for inspection at the principal office of
the Corporation, or at the office of the transfer agent or registrar of the
Corporation or at a place identified in the meeting notice in the city where
the meeting will be held. Upon written demand to the Corporation, any
shareholder or his agent or attorney shall be entitled to inspect the list at
any time during usual business hours. The list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder or his agent or attorney at any time during the
meeting.
If the requirements of this section have not been substantially complied with,
the meeting, on demand of any shareholder in person or by proxy, shall be
adjourned until the requirements are complied with. If no such demand is
made, failure to comply with the requirements of this section shall not affect
the validity of any action taken at such meeting.
SECTION 9. Shareholder Quorum and Voting. A majority of all then outstanding
shares of voting stock entitled to vote, represented in person or by proxy,
shall constitute a Quorum at a meeting of shareholders. When a specified item
of business is required to be voted on by a class or series of stock, a
majority of the shares of such class or series shall constitute- a quorum for
the transaction of such item of business by that class or series.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the shareholders unless otherwise provided by law or by the
Certificate of Incorporation.
After a quorum has been established at a shareholders' meeting, the subsequent
withdrawal of shareholders, so as to reduce the number of shareholders
entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment
thereof.
SECTION 10. Voting of Shares. Each outstanding share of Common Stock shall
be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. Holders of Common Stock shall be entitled to vote for the
election of directors or on any matter presented to the shareholders.
Shares of stock of this Corporation owned directly or indirectly by another
corporation the majority of the voting stock of which is owned, directly or
indirectly, by this Corporation are not entitled to vote, and shall not be
counted in determining the total number of outstanding shares at any given
time.
A shareholder or the shareholder's attorney in fact may vote either in person
or by proxy executed in writing by the shareholder or his duly authorized
attorney-in-fact.
At each election for directors every shareholder entitled to vote at such
election shall have the right to vote, in person or by proxy, the number of
votes represented by the shares owned by him for as many persons as there are
directors to be elected at that time and for whose election he has a right to
vote.
Shares standing in the name of another corporation, domestic or foreign, may
be voted by the officer, agent, or proxy designated by the by-laws of the
corporate shareholder; or, in the absence of any applicable by-law, by such
person as the board of directors of the corporate shareholder may designate.
Proof of such designation may be made by presentation of a certified copy of
the by-laws or other instrument of the corporate shareholder. In the absence
of any such designation, or in case of conflicting designation by the
corporate shareholder, the chairman of the board, president, any vice
president, secretary and treasurer of the corporate shareholder shall be
presumed to possess, in that order, authority to vote such shares.
Shares held by an administrator, executor, guardian, personal representative,
or conservator may be voted by him, either in person or by proxy, without a
transfer of such shares into his name. Shares standing in the name of a
trustee may be voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a transfer of such shares
into his name or the name of his nominee.
Shares held by or under the control of a receiver, trustee in bankruptcy
proceedings or an assignee for the benefit of creditors, may be voted by such
receiver, trustee or assignee, without the transfer thereof into the name of
such receiver, trustee or assignee.
A shareholder whose shares are Pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
On and after the date on which written notice cf redemption of redeemable
shares has been mailed to the holders thereof and a sum sufficient to redeem
such shares has been deposited with a bank, trust company or other financial
institution, with irrevocable instruction and authority to pay the redemption
price to the holders thereof upon surrender of certificates therefor, such
shares shall not be entitled to vote on any matter and shall not be deemed to
be outstanding shares.
SECTION 11. Written Consent of Shareholders. Any action required or
permitted to be taken by the shareholders of the Corporation must be effected
at a duly called annual or special meeting of the shareholders, unless such
action is approved by a majority of the Board of Directors. In the event of
such approval, such action may be taken without a meeting, without prior
notice and without a vote if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting of shareholders at which all shares entitled to vote
thereon were present and voted, provided that all requirements of law and the
Certificate of Incorporation have been satisfied. To be effective, the
executed written consent of the shareholders must be delivered to the
Corporation within 60 days of the date the earliest written consent is
received by the Corporation. If any class of shares is entitled to vote
thereon as a class, such written consent shall be required of the holders of a
majority of the shares of each class of shares entitled to vote thereon.
After obtaining such authorization by written consent, notice shall promptly
be given to those shareholders who have not consented in writing or who are
not entitled to vote on the action. The notice shall fairly summarize the
material features of the authorized action and, if the action be a merger,
consolidation or sale or exchange of assets for which dissenters rights are
provided by law, the notice shall contain a clear statement of the right of
shareholders dissention there from to be paid the fair value of their shares
upon compliance with further provisions of the law regarding the rights of
dissenting shareholders.
SECTION 12. Waiver of Notice of meetings of Shareholders. Notice of a
meeting of the shareholders need not be given to any shareholder who signs a
Waiver of Notice either before or after the meeting. Attendance of a
shareholder at a meeting shall constitute a waiver of notice of such meeting
and waiver of any and all objections to the place of the meeting, the time of
the meeting, the manner in which it has been called or convened, or the
matters considered at a meeting, except when a shareholder states, at the
beginning of the meeting, any objection to the transaction of business because
the meeting is not lawfully called or convened, or except when a shareholder
objects to considering a particular matter that is not within the purposes
described in the meeting notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the shareholders need be specified in any written Waiver of
Notice of such meeting.
ARTICLE II
Directors
SECTION 1. Function. All corporate powers shall he exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of the Board of Directors.
SECTION 2. Qualification. Directors must be natural persons who are 18 years
of age or older, but need not be residents of this state or shareholders of
this Corporation.
SECTION 3. Compensation. The Board of Directors shall have authority to fix
the compensation of directors.
SECTION 4. Duties of Directors. A director shall perform his duties as a
director, including his duties as a member of any committee of the board upon
which he may serve, in good faith, in a manner he reasonably believes to be in
the best interests of the Corporation, and with such care as an ordinarily
prudent person in a like position would use under similar circumstances.
In performing his duties, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other
financial data, in each case prepared or presented by:
(a) one or more officers or employees of the Corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
(b) counsel, public accountants or other persons as to matters which the
director reasonably believes to be within such person's professional or expert
competence; or
(c) a committee of the Board upon which he does not serve, duly designated in
accordance with a provision of the Certificate of Incorporation or the
By-laws, as to matters within its designated authority, which committee the
director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith if he has
knowledge concerning the matter in question that would cause such reliance
described above to be unwarranted.
In discharging his duties, a director may consider such factors as the
director deems relevant, including the long term prospects and interests of
the Corporation and its shareholders, and the social, economic, legal, or
other effects of any action on the employees, suppliers, customers of the
Corporation or its subsidiaries, the communities and society inn which the
Corporation or its subsidiaries operate, and the economy of the state and the
nation.
A person who performs his duties in compliance with this section shall have no
liability by reason of being or having been a director of the Corporation.
SECTION 5. Presumption of Assent. A director of the Corporation who is
present at a meeting of its Board of Directors or a committee of the Board of
Directors at which action on any corporate matter is taken shall be presumed
to have assented to the action taken unless (a) he objects at the beginning of
the meeting (or promptly upon his arrival) to holding it or transacting
specified business at the Meeting; or (b) he votes against such action or
abstains from voting in respect thereto.
SECTION 6. Number. Except as may otherwise be provided pursuant to the
Certificate of Incorporation in connection with rights to elect directors
which may be granted to the holders of any series of Preferred Stock, the
number of directors which shall constitute the whole Board shall be fixed from
time to time exclusively pursuant to a resolution adopted by a majority of the
Board of Directors. At each annual meeting of shareholders, commencing with
the 1997 annual meeting, (i) directors elected to succeed those directors
whose terms shall expire shall be elected for a term of office to expire at
the succeeding annual meeting of shareholders after their election, each
director to hold office until his or her successor shall have been duly
elected and qualified, and (ii) if authorized by a resolution of the Board of
Directors, directors may be elected to fill any vacancy on the Board of
Directors, regardless of how such vacancy shall have been created.
SECTION 7. Election of Directors. Except as may otherwise be provided
pursuant to the Certificate of Incorporation in connection with the rights to
elect directors under specified circumstances which may be granted to the
holders of any series of Preferred Stock, and except as otherwise provided
pursuant to Section 8 of this Article II, directors shall be elected by
shareholders of the Corporation. Except as otherwise provided by applicable
law, at each election the persons receiving the greatest number of votes, up
to the number of directors then to be elected, shall be the persons then
elected. Each director shall serve until his or her successor is elected and
qualified or until his or her death, resignation or removal. The election of
directors is subject to any provisions relating thereto contained in the
Certificate of Incorporation.
SECTION 8. Vacancies. Except as may otherwise be provided pursuant to the
Certificate of Incorporation in connection with rights to elect additional
directors under specified circumstances which may be granted to the holders of
any series of Preferred Stock, newly created directorships resulting from any
increase in the number of directors, or any vacancies on the Board of
Directors resulting from death, resignation, removal or other causes, shall be
filled solely by the affirmative vote of a majority of the remaining directors
then in office, even though less than a quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall hold office
until such director's successor shall have been elected and qualified or until
such director's death, resignation or removal, whichever first occurs. No
decrease in the number of directors constituting the Board shall shorten the
term of any incumbent director.
SECTION 9. Resignation of Directors. Any director of the Corporation may
resign at any time by giving written notice to the Chairman of the Board or to
the Secretary of the Corporation. The resignation of any director shall take
effect at the time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it
effective.
SECTION 10. Removal of Directors. Subject to the right to elect directors
under specified circumstances which may be granted pursuant to the Certificate
of Incorporation to the holders of any series of Preferred Stock and unless
otherwise provided by law, any director may be removed from office without
cause only by the affirmative vote of the holders of at least 66 2/3% of the
voting power of the then outstanding shares of voting stock, voting together
as a single class.
SECTION 11. Quorum and Voting. A majority of the number of directors fixed
by these By-laws or by resolution of the Board of Directors shall constitute a
quorum for the transaction of business. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act
of the Board of Directors.
SECTION 12. Director Conflicts of Interest. No contract or other transaction
between this Corporation and one or more of its directors or any other
corporation, firm, association or entity in which one or more of the directors
are directors or officers or are financially interested, shall be either void
or voidable because of such relationship or interest or because such director
or directors are present at the meeting of the Board of Directors or a
committee thereof which authorizes, approves or ratifies such contract or
transaction or because his or her votes are counted for such purpose, if:
(a) the fact of such relationship or interest is disclosed or known to the
Board of Directors or committee which authorizes, approves or ratifies the
contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(b) the fact of such relationship or interest is disclosed or known to the
shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or
(c) the contract or transaction is fair and reasonable as to the Corporation
at the time it is authorized by the Board, a committee or the shareholders.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors of a committee thereof which
authorizes, approves or ratifies such contract or transaction.
SECTION 13. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution, shall have and may
exercise all the authority of the Board of Directors, except that no committee
shall have the authority to:
(a) approve or recommend to shareholders actions or proposals required by law
to be approved by shareholders;
(b) designate candidates for the office of director, for purposes of proxy
solicitation or otherwise;
(c) fill vacancies on the Board of Directors or any committee thereof;
(d) adopt, amend or repeal these By-laws or the Certificate of Incorporation;
(e) authorize or approve the reacquisition of shares unless pursuant to a
general formula or method specified by the Board of Directors;
(f) adopt an agreement of merger or consolidation; or
(g) authorize or approve the issuance or sale of, or any contract to issue or
sell, shares or designate the terms of a series of a class of shares, except
that the Board of Directors, having acted regarding general authorization for
the issuance or sale of shares, or any contract therefor, and, in the case of
a series, the designation thereof, may, pursuant to a general formula or
method specified by the Board of Directors, by resolution or by adoption of a
stock option or other plan, authorize a committee to fix the terms of any
contract for the sale of the shares and to fix the terms upon which such
shares may be issued or sold, including the price, the rate or manner of
payment of dividends, provisions for redemption, sinking fund, conversion,
voting or preferential rights, and provisions for other features of a class of
shares, or a series of a class of shares, with full power in such committee to
adopt any final resolution setting forth all the terms thereof and to
authorize the statement of the terms of a series for filing with the office of
the Secretary of State.
The Board of Directors, by resolution adopted in accordance with this section,
may designate one or more directors as alternate members of any such
committee, who may act in the place and stead of any absent member or members
at any meeting of such committee.
SECTION 14. Changes in Committees; Resignations, Removals and Vacancies. The
Board of Directors shall have power at any time to change or remove the
members of, to fill vacancies in, and to discharge any committee created
pursuant to these By-laws, either with or without cause. Any member of any
such committee may resign at any time by giving written notice to the Board or
the Chairman of the Board or the Secretary. Such resignation shall take
effect upon receipt of such notice or at any later time specified therein;
and, unless otherwise specified therein, acceptance of such resignation shall
not be necessary to make it effective. Any vacancy in any committee, whether
arising from death, resignation, an increase in the number of committee
members or any other cause, shall be filled by the Board of Directors in the
manner prescribed in these By-laws for the original appointment of the members
of such committee.
SECTION 15. Place of Meetings. Regular and special meetings by the Board of
Directors may be held within or without the State of Nevada.
SECTION 16. Time, Notice and Call of Meetings. Regular meetings of the Board
of Directors shall be held at times and places specified by the Board of
Directors without notice of the date, time, place or purpose of the meeting.
Written notice of the date, time and place of special meetings of the Board of
Directors shall be given to each director at least 2 days before the meeting.
The notice need not describe the purpose of the special meeting. In addition
to any other regular meetings, a regular meeting of the Board of Directors
shall be held, without other notice than this by-law, immediately after and at
the same place as the annual meeting of shareholders.
Notice of a meeting of the Board of Directors need not be given to any
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of notice of
such meeting and waiver of any and all objections to the place of the meeting,
the time of the meeting, or the manner in which it has been called or
convened, except when a director states, at the beginning of the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may
adjourn any meeting of the Board of Directors to another time and place.
Notice of any such adjourned meeting shall be given to the directors who were
not present at the time of the adjournment and, unless the time and place of
the adjourned meeting is announced at the time of the adjournment, to the
other directors.
Meetings of the Board of Directors may be called by the Chairman of the Board,
by the President of the Corporation, or by any two directors.
Members of the Board of Directors may participate in meeting of such board by
means of a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each other at the
same time. Participation by such means shall constitute presence in person at
a meeting.
SECTION 17. Action Without a Meeting. Any action required to be taken at a
meeting of the directors of the Corporation, or any action which may be taken
at a meeting of the directors or a committee thereof, may be taken without a
meeting if a consent in writing, setting forth the action to be taken, signed
by all of the directors, or all the members of the committee, as the case may
be, is filed in the minutes of the proceedings of the Board or of the
committee. Such consent shall have the same effect as a unanimous vote and
may be described as such in any document.
SECTION 18. Advisory Directors. The Board of Directors shall have the
authority to elect a board of outside directors consisting of multiple
members, which number can be increased or decreased by a vote of the
shareholders. The outside directors shall not be shareholders or officers of
the Corporation, and shall not have voting powers, but rather are to act in
the capacity of consulting and advising the Board of Directors at their
invitation.
ARTICLE III
Officers
SECTION 1. Officers. The officers of this Corporation shall consist of a
President, Chairman of the Board, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors, and shall serve until their
successors are chosen and qualify. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time.
Any two or more offices may be held by the same person. The failure to elect
a President, Chairman of the Board, Secretary or Treasurer shall not affect
the existence of this Corporation.
SECTION 2. Duties. The officers of this Corporation shall have the following
duties:
The Chairman shall be the chief executive of the Corporation overseeing all
management and directors and shall preside at all meetings of the
shareholders, unless a Chairman of the Board of Directors has been elected
and is present, and shall preside at all meetings of the Board of Directors.
The President shall be the chief operating officer of the Corporation, and
shall have general and active management of the business and affairs of the
Corporation subject to the directions of the Board of Directors,
The Chairman of the Board of Directors shall preside at all meetings of the
Board of Directors.
The Secretary shall have custody of, and maintain, all the corporate records
except the financial records. He or she shall have the authority to execute
any and all documents in connection with intellectual property matters,
including, but not limited to, Powers of Attorney, Appointment of Resident
Agent forms and any other documents which are required in connection with the
intellectual property matters of the Corporation, and shall prepare the
minutes of all meetings of the shareholders and Board of Directors, shall
authenticate records of the Corporation; shall send all notices of meetings
out, and shall perform such other duties as may be prescribed by the Board of
Directors or the President.
The Treasurer shall have custody of all corporate funds and financial records,
shall keep full and accurate accounts of receipts and disbursements and render
accounts thereof at the annual meetings of shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
SECTION 3. Removal of officers. Any Officer or agent elected or appointed by
the Board of Directors may be removed by the Board at any time with or without
cause.
Removal of any officer shall be without prejudice to the contract rights, if
any, of the person so removed; however, election or appointment of an officer
or agent shall not of itself create contract rights.
SECTION 4. Resignation of Officers. An officer may resign at any time by
delivering notice to the Corporation. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a
resignation is made effective at a later date and the Corporation accepts the
future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the
successor does not take office until the effective date.
ARTICLE IV
Stock Certificates
SECTION 1. Issuance. Every holder of shares in this Corporation shall be
entitled to have a certificate, representing all shares to which he is
entitled. The Board of Directors may authorize shares to be issued for
consideration consisting of any tangible or intangible property or benefit to
the Corporation, including cash, promissory notes, services performed,
promises to perform services evidenced by a written contract, or other
securities of the Corporation.
Before the Corporation issues shares, the Board of Directors must determine
that the consideration received for shares to be issued is adequate. The
determination by the Board of Directors is conclusive insofar as the adequacy
of consideration for the issuance of shares relates to whether the shares are
validly issued, fully paid and nonassessable. When it cannot be determined
that outstanding shares are fully paid and nonassessable, there shall be a
conclusive presumption that such shares are fully paid and nonassessable if
the Board of Directors makes a good faith determination that there is no
substantial evidence that the full consideration for such shares has not been
paid.
When the Corporation receives the consideration for which the Board of
Directors authorized the issuance of shares, the shares issued therefor are
fully paid and nonassessable. Consideration in the form of a promise to pay
money or a promise to perform services is received by the Corporation at the
time of the making of the promise unless the agreement specifically provides
otherwise.
SECTION 2. Form. Certificates representing shares in this Corporation shall
be signed by the President or any vice president and the Secretary or any
assistant secretary and may be sealed with the seal of this Corporation or a
facsimile thereof . The signatures of the President or any vice president and
the Secretary or any assistant secretary may be facsimiles if the certificate
is manually signed on behalf of a transfer agent or registrar, other than the
Corporation itself or an employee of the Corporation. In case any officer who
signed or whose facsimile signature has been placed upon such certificate
shall have ceased to be such officer before such certificate is issued, it
may be issued by the Corporation with the same effect as if he were such
officer at the date of its issuance.
If this Corporation is authorized to issue shares of more than one class or
more than one series of any class, every certificate representing shares
issued by this Corporation shall set forth or fairly summarize upon the face
or back of the certificate, or shall state that the Corporation will furnish
any shareholder upon request and without charge a full statement of, the
designations, preferences, limitations and relative rights of the shares of
each class or series authorized to be issued, and the variations in the
relative rights and preferences between the shares of each series so far as
the same have been fixed and determined, and the authority of the Board of
Directors to fix and determine relative rights and preferences of subsequent
series.
Every certificate representing shares which are restricted as to the sale,
disposition or other transfer of such shares shall state that such shares are
restricted as to transfer and shall set forth or fairly summarize upon the
certificate, shall state that the Corporation will furnish to any shareholder
upon request and without charge a full statement of, such restrictions.
Each certificate representing shares shall state upon the face thereof: the
name of the Corporation; that the Corporation is organized under the laws of
the State of Nevada, the name of the person or persons to whom issued; the
number and class of shares; and the designation of the series, if any, which
such certificate represents.
SECTION 3. Transfer of Stock. Transfer of shares of the Corporation shall be
made only on the stock transfer books of the Corporation by the holder of
record thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto authorized by
power of attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the certificate of such
shares. The person in whose name shares stand on the books of the Corporation
shall be deemed by the Corporation to be the owner thereof for all purposes.
SECTION 4. Lost, Stolen, or Destroyed Certificates. The Corporation shall
issue a new stock certificate in the place of any certificate previously
issued if the holder of record of the certificate (a) makes proof in affidavit
form that it has been lost, destroyed or wrongfully taken; (b) requests the
issue of a new certificate before the Corporation has notice that the
certificate has been acquired by a purchaser for value in good faith and
without notice of any adverse claim; (c) gives bond in such form as the
Corporation may direct to indemnify the Corporation, the transfer agent and
registrar against any claim that may be made on account of the alleged loss,
destruction or theft of a certificate; and (d) satisfies any other reasonable
requirements imposed by the Corporation.
ARTICLE V
Contracts, Loans, Checks and Deposits
SECTION 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation
and no evidences of indebtedness shall be issued in its name unless authorized
by a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or other orders for the
payment of money, notes or other evidences 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 from time to time be
determined by resolution of the Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
Books and Records
SECTION 1. Books and Records. The Corporation shall keep as permanent
records, in accordance with applicable law, minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by the
shareholders or Board of Directors without a meeting, a record of all actions
taken by a committee of the Board of Directors in place of the Board of
Directors on behalf of the Corporation, and such books or records and accounts
as may be necessary for the proper conduct of the business of the Corporation.
SECTION 2. Inspection of Books and Records. The Board of Directors and,
unless otherwise specified by the Board, the Chairman of the Board and the
President shall, subject to applicable law, have the sole power to determine
from time to time whether and to what extent and at what times and places and
under what conditions and regulations the accounts, books and records of the
Corporation, or any of them, shall be open to the inspection of the
shareholders; and, except as specifically conferred by law, no shareholder
shall have, any right to inspect any account, book, record or document of the
Corporation, unless and until authorized to do so by the Board or, unless
otherwise specified by the Board, by order of the Chairman of the Board or by
the President.
ARTICLE VII
Distributions, Share Dividends and Share Options
SECTION 1. Distributions. The Board of Directors of this Corporation may,
from time to time, authorize and the Corporation may pay distributions to the
shareholders. A distribution is a direct or indirect transfer of money or
other property (except the Corporation's own shares) or incurrence of
indebtedness by the Corporation to or for the benefit of the shareholders in
respect of any of its shares. A distribution may be in the form of a
declaration or payment of a dividend; a purchase, redemption, or other
acquisition of shares; a distribution of indebtedness; or otherwise.
No distribution may be made if, after giving it effect:
(a) the Corporation would not be able to pay its debts as they become due in
the usual course of business; or
(b) the Corporation's total assets would be less than the sum of its total
liabilities plus the amount that would be needed, if the Corporation were to
be dissolved at the time of the distribution, to satisfy the preferential
rights upon dissolution of shareholders whose preferential rights are
superior to those receiving the distribution.
If the Board of Directors does not fix the record date for determining
shareholders entitled to a distribution (other than one involving a purchase,
redemption, or other acquisition of the Corporation's shares), it is the date
the Board of Directors authorizes the distribution.
The Board of Directors may base a determination that a distribution is not
prohibited either on financial statements prepared on the basis of accounting
practices and principles that are reasonable in the circumstances or on a fair
valuation or other method that is reasonable in the circumstances. In the
case of any distribution based upon such a valuation, each such distribution
shall be identified as a distribution based upon current valuation of assets,
and the amount per share paid on the basis of such valuation shall be
disclosed to the shareholders concurrent with their receipt of the
distribution.
SECTION 2. Share Dividends. Unless the Certificate of Incorporation
provides otherwise, shares may be issued pro rata and without consideration to
the Corporation's shareholders or to the shareholders of one or more classes
or series. An issuance of shares under this section is a share dividend.
Shares of one class or series may not be issued as a share dividend in respect
of shares of another class or series unless:
(a) the Certificate of Incorporation so authorizes;
(b) a majority of the votes entitled to be cast the class or series to be
issued approves the issue; or
(c) there are no outstanding shares of the class or series to be issued.
If the Board of Directors does not fix the record date for
determining shareholders entitled to a share dividend, it is the date the
Board of Directors authorizes the share dividend.
SECTION 3. Share Options. Unless the Certificate of Incorporation provides
otherwise, the Corporation may issue rights, options or warrants for the
purchase of its shares. The Board of Directors shall determine the terms upon
which the rights, options or warrants are issued, their form and content, and
the consideration for which the shares are to be issued.
The terms and conditions of stock rights and options which are created and
issued by the Corporation, or its successor, and which entitle the holders
thereof to purchase from the Corporation shares of any class or classes,
whether authorized but unissued shares, treasury shares or shares to be
purchased or acquired by the Corporation, may include restrictions or
conditions that preclude or limit the exercise, transfer, receipt or holding
of such rights or options by any person or persons, including any person or
persons owning or offering to acquire a specified number or percentage of the
outstanding common shares or other securities of the Corporation, or any
transferee or transferees of any such person or persons, or that invalidate or
void such rights or options held by any such person or persons or any such
transferee or transferees.
ARTICLE VIII
Corporate Seal
The Board of Directors shall provide a corporate seal which shall have
inscribed thereon the name of the Corporation and such other words and figures
and in such design as may be prescribed by the Board of Directors, and may be
facsimile, engraved, printed or an impression, or other type seal.
ARTICLE IX
Fiscal Year
The fiscal year of the Corporation shall, by resolution, be determined by the
Board of Directors.
ARTICLE X
Indemnification of Directors,
Officers, Employees and Agents
SECTION 1. Action Against Party Because of Corporate Position. The
Corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed claim, 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, partner,
officer, employee or agent of another Corporation, partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees
inclusive of any appeal), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such claim, action,
suit or proceeding 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, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct unlawful. The termination of any claim, action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea 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 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 in the Right of Corporation. The Corporation may
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed claim, 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, partner, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees inclusive of any appeal) actually and reasonably
incurred by him in connection with the defense or settlement of such claim,
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 and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless and only to the extent that a court of competent jurisdiction (the
"Court") in which such claim, action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court shall deem proper.
SECTION 3. Reimbursement if Successful. 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 claim, action, suit or proceeding
referred to in Sections 1 or 2 of this Article X, or in defense of any claims,
issue or matter therein, he shall be indemnified against expenses (including
attorneys fees inclusive of any appeal) actually and reasonably incurred by
him in connection therewith, notwithstanding that he has not been successful
(on the merits or otherwise ) on any other claim, issue or matter in any such
claim, action, suit or proceeding.
SECTION 4. Authorization. Any indemnification under Sections 1 and 2 of
this Article X (unless ordered by a court) shall 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 because he has met the applicable standard of conduct set forth
in Sections 1 and 2. Such determination shall be made (a) by the Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding, or (b) if such a quorum is not
obtainable, or, even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion, or (c) by the
shareholders.
SECTION 5. Advanced Reimbursement. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance
of the final disposition of such action, suit or proceeding as authorized by
the Board of Directors in the specific case upon receipt of an undertaking by
or on behalf of the director, officer, employee or agent to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the Corporation as authorized in this Article.
SECTION 6. Indemnification Not Exclusive. The indemnification provided by
this Article shall be deemed exclusive of any other rights to which those
indemnified may be entitled under any statute, rule of law, provision of the
Certificate of Incorporation, by-law, agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity, while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person. Where such other provision provides broader
rights of indemnification than these by-laws, said other provision shall
control.
SECTION 7. Insurance. The Corporation shall have power to purchase and
maintain insurance 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, partner, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the Corporation would have
the power to indemnify him against such liability under the provisions of this
Article.
ARTICLE XI
Amendment
Except as otherwise provided herein, these By-laws may be altered, amended or
repealed or new by-laws may be adopted by the shareholders or by the Board of
Directors at any regular meeting of the shareholders or of the Board of
Directors or at any special meeting of the shareholders or of the Board of
Directors if notice of such alteration, amendment, repeal or adoption of new
By-laws be contained in the notice of such special meeting; provided, however,
that in the case of amendments by shareholders, notwithstanding any other
provisions of those By-laws or any other provision of law which might
otherwise permit a lesser vote or no vote, but in addition to any affirmative
vote of the holders of any particular class or series of the capital stock
required by law, the Certificate of Incorporation or these By-laws, the
affirmative vote of the holders of at least 66 2/3% of all then outstanding
shares of voting stock of the Corporation, voting together as a single class,
shall be required to alter, amend or repeal any provision of these By-laws.
ARTICLE XII
Emergency By-laws
SECTION 1. Emergency By-laws. The Board of Directors may adopt by-laws to be
effective only in an emergency. An emergency for the purposes of this section
if a quorum of the Corporation's directors cannot readily be assembled because
of some catastrophic event. The emergency by-laws, which are subject to
amendment or repeal by the shareholders may make all provisions necessary for
managing the Corporation during an emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
SECTION 2. Line of Succession. The Board of Directors, either before, or
during such emergency, may provide, and from time to time modify, lines of
succession in the event that during such emergency any or all officers or
agents of the Corporation are for any reason rendered incapable of discharging
their duties.
SECTION 3. Governing By-laws. All provisions of these By-laws consistent
with the emergency by-laws remain effective during the emergency. The
emergency by-laws are not effective after the emergency ends.
SECTION 4. Effect of Corporation Action. Corporate action taken in good
faith in accordance with the emergency are subject to amendment or repeal by
the shareholders, may make all provisions necessary for managing the
Corporation during an emergency, including:
(a) procedures for calling a meeting of the Board of Directors;
(b) quorum requirements for the meeting; and
(c) designation of additional or substitute directors.
These By-laws are hereby adopted by the Corporation as of this date August 31,
1998.
/s/ John Chris Kirch
--------------------------
John Chris Kirch
Chairman & President
Mega International Health Corporation
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> DEC-31-1999
<CASH> 4,125
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 4,125
<PP&E> 2,626
<DEPRECIATION> 0
<TOTAL-ASSETS> 13,417
<CURRENT-LIABILITIES> 6,500
<BONDS> 0
0
0
<COMMON> 5,000
<OTHER-SE> 1,917
<TOTAL-LIABILITY-AND-EQUITY> 13,417
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 39,583
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (39,583)
<INCOME-TAX> 0
<INCOME-CONTINUING> (39,583)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (39,583)
<EPS-BASIC> (0.01)
<EPS-DILUTED> 0
</TABLE>
