SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
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GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant To Section 12(g) of the Securities Exchange Act of 1934
Richmond Services, Inc.
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Nevada 76-0430898
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
34700 Pacific Coast Hwy., Suite 303, Capistrano Beach, CA 92624
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-8933
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
5,047,825
January 24, 2000
The EXHIBIT INDEX is located at page 35 of this Registration Statement
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PART I
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Unnumbered Item: Introduction
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for continued quotation on the
Over the Counter Bulletin Board, often called "OTCBB". This Registrant's common
stock is presently quoted on the OTCBB. The requirements of the OTCBB are that
the financial statements and information about the Registrant be reported
periodically to the Commission and be and become information that the public can
access easily. This Registrant wishes to report and provide disclosure
voluntarily, and will file periodic reports in the event that its obligation to
file such reports is suspended under the Exchange Act.
This Registrant may be the subject of a "Reverse Acquisition". A reverse
acquisition is the acquisition of a private ("Target") Registrant by a public
("Registrant") Registrant, by which the private Registrant's shareholders
acquire control of the public Registrant. While no negotiations are in progress,
and no potential targets have been identified, the business plan of this
Registrant is to find such a target or targets, and attempt to acquire them for
stock. While no such arrangements or plans have been adopted or are presently
under consideration, it would be expected that a reverse acquisition of a target
Registrant or business would be associated with some private placements and/or
limited offerings of common stock of this Registrant for cash. Such placements,
or offerings, if and when made or extended, would be made with disclosure and
reliance on the businesses and assets to be acquired, and not upon the present
condition of this Registrant.
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Item 1. Description of Business
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(a) Business Development
(1) Form and Year of Organization This Corporation Richmond Services, Inc,
("the Registrant") was incorporated in Delaware on June 14, 1993, as a
"Close Corporation". The Registrant intended to initiate commuter air
service from the Sugarland Airport in Richmond, Texas. The Registrant
attempted to pursue the acquisition and operation of small niche-market air
carriers. The Registrant's efforts were not successful. The Registrant has
been in the development stage since its formation. On January 23, 1993, the
Registrant authorized and directed an amendment to its original Certificate
of Incorporation, changing the number of shares authorized from 1,500 to
50,000,000, changed the par value from no par to $0.0001, and converted the
Registrant from a "Close Corporation" to a "General Law Corporation". On or
about April 21, 1999, Richmond Services, Inc. moved its place of
incorporation from Delaware to Neveada.
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On June 14 of 1993, 510 shares of common stock were issued in exchange for
organizational services and costs, valued by management at $5,000.00 and a
stock subscription receivable of $100.00. These shares were issued to the
two founding shareholders. On January 3, 1997, 5,100,000 shares were issued
to the two founding shareholder, in replacement for the 510 shares
previously issued, and in adjustment for the change in par value, with the
same effect as a forward split of the shares then issued and outstanding.
On January 15, 1997, 71,850 shares were issued for $1,608.00, pursuant to
Regulation D, Rule 504. As of December 9, 1998, there were 5,171,850 shares
issued and outstanding, among 255 shareholders.
On September 12, 1998, the shareholders approved an additional issuance of
300,000 shares to a single investor, pursuant Regulation D, Rule 504, for
$3,000.00 cash. By oversight, these shares were not actually issued until
January 8, 1999.
In December of 1998, the Registrant's common stock was approved for listing
on the OTCBB.
On or about March 10, 1999, the Registrant made a further placement,
pursuant to Regulation D, Rule 504, of 2,100,000 shares at $0.025, for a
total of $52,500.00. As a result of the foregoing, the Registrant had
7,571,850 shares of common stock issued and outstanding, among
approximately 268 shareholders.
On August 29, 1999, the Registrant approved a Plan of Reorganization
pursuant to which it would acquire as a wholly owned subsidiary,
TechNature, Inc., a private Washington state corporation engaged in the
development of certain technologies relating to the heating and
refrigeration industries. This transaction was never consummated and the
Plan of Reorganization was rescinded. The name of the corporation having
been changed to TechNature, prematurely, it was restored to Richmond
Services, Inc.
On November 9, 1999 the Registrant authorized a reverse split of its stock
in a ratio of 2 for 3. This action resulted in a reduction of the total
number of shares issued and outstanding to 5,047,825.
(2) Bankruptcy, Receivership or Similar Proceeding. None from inception to
date.
(b) Business of the Registrant. This Registrant has no current business. Its
business plan is to seek one or more profitable business combinations or
acquisitions to secure profitability for shareholders. It has no day-to-day
operations at the present time. Its officers and directors devote only
insubstantial time and attention to the affairs of this Registrant at the
present time, for the reason that only such attention is presently required.
Management has adopted a conservative and patient policy of seeking
opportunities of exceptional quality, in management's view, and to accept that
it may have to wait longer, as a result, before consummating any transactions to
create profitability for its shareholders. For continued quotation on the OTC
Bulletin Board on or after March 23, 2000, Management has determined that it
must so qualify itself by this 1934 Act Registration of its common stock, as a
class, pursuant to ss.12(g) of the Securities Act of 1934, before it can present
itself as a viable competitor in the reverse acquisition arena.
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Limited Scope and Number of Possible Acquisitions: The Registrant does not
intend to restrict its consideration to any particular business or industry
segment, and the Registrant may consider, among others, finance, brokerage,
insurance, transportation, communications, research and development, service,
natural resources, manufacturing or high-technology. Of course, because of the
Registrant's limited resources, the scope and number of suitable candidate
business ventures available will be limited accordingly, and most likely the
Registrant will not be able to participate in more than a single business
venture. Accordingly, it is anticipated that the Registrant will not be able to
diversify, but may be limited to one merger or acquisition because of limited
financing. This lack of diversification will not permit the Registrant to offset
potential losses from one business opportunity against profits from another. To
a large extent, a decision to participate in a specific business opportunity may
be made upon management's analysis of the quality of the other firm's management
and personnel, the anticipated acceptability of new products or marketing
concepts, the merit of technological changes and numerous other factors which
are difficult, if not impossible, to analyze through the application of any
objective criteria. In many instances, it is anticipated that the historical
operations of a specific firm may not necessarily be indicative of the potential
for the future because of the necessity to substantially shift a marketing
approach, expand operations, change product emphasis, change or substantially
augment management, or make other changes. The Registrant will be dependent upon
the management of a business opportunity to identify such problems and to
implement, or be primarily responsible for the implementation of, required
changes. Because the Registrant may participate in a business opportunity with a
newly organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Registrant may incur further risk due to the
failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target's products or
services, or the failure to prove or predict profitability.
Probable Industry Segments for Acquisition. While the Registrant does not
intend to rule out its consideration to any particular business or industry
segment, Management has determined to focus its principal interest in evaluating
development stage companies in the electronic commerce, high-technology,
communication technologies, information services and internet industry segments.
It is nevertheless possible that an outstanding opportunity may develop in other
industry segments, such as finance, brokerage, insurance, transportation,
communications, research and development, service, natural resources,
manufacturing or other high-technology areas.
Reporting under the 1934 Act. Following the effectiveness of this 1934 Act
Registration of the common stock of this Registrant, certain periodic reporting
requirements will be applicable. First and foremost, a 1934 Registrant is
required to file an Annual Report on Form 10-K or 10-KSB, 90 days following the
end of its fiscal year. The key element of such annual filing is Audited
Financial Statement prepared in accordance with standards established by the
Commission. A 1934 Act Registrant also reports on the share ownership of
affiliates and 5% owners, initially, currently and annually. In addition to the
annual reporting, a Registrant is required to file quarterly reports on Form
10-Q or 10-QSB, containing audited or un-audited financial statements, and
reporting other material events. Some events are deemed material enough to
require the filing of a Current Report on Form 8-K. Any events may be reported
currently, but some events, like changes or disagreements with auditors,
resignation of directors, major acquisitions and other changes require
aggressive current reporting. All reports are filed and become public
information. The practical effects of the foregoing requirements on the criteria
for selection of a target Registrant are two-fold: first, the target must have
audited or auditable financial statements, and the target must complete an audit
for filing promptly
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upon the consummation of any acquisition; and, second, that the target
management must be ready, willing and able to carry forth those reporting
requirements or face de-listing from the OTCBB, if listed, and delinquency and
possible liability for failure to report.
Transactions with Management. There is no present or foreseeable potential
that this Registrant will acquire a target business or Registrant in which its
present management or principal shareholder, or affiliates, have an ownership
interest. Consideration has been given to corporate policy in this regard, and
it has been determined not to permit any transaction in other than an arm's
length acquisition of business assets owned and controlled by unrelated third
party interests. The basis for this policy is two fold: first, that related
party transactions are unnecessary in the judgment of management and involve
risks not necessary to invite; and second that related party transactions do not
offer the potential profitability for shareholders, that management believes
exists presently in the market place for public Registrants amenable to reverse
merger transactions.
Finders fee for Management. No finder's fees will be payable to Management
in connection with any foreseeable reverse acquisition. Management is identified
with the principal shareholder. The Principal Shareholder's remaining share
ownership following any reverse acquisition, and the Principal Shareholder might
be expected to sell its controlling interest for consideration from the
acquiring shareholders of the acquisition target. Depending on the quality of
the target Registrant, the principal shareholder may sell all, some, or none of
the control block, as matters for arm's length deal making, when it comes to
that stage. Additionally, the Principal Shareholder is the Principal Consultant
and provides, has provided and may provide corporate services to the Registrant,
billable hourly in an established and customary manner. No finders' fees,
commissions or other bonuses to Management, Principal Shareholder, or
affiliates, for securing or in connection with any acquisition, will be paid or
payable, as a matter of both current economic conditions and corporate policy.
Management has determined that in its view of the current market for such
transactions, such fees or bonuses are not justifiable.
Consultants. The Registrant has no consultants.
Loan Financing not anticipated. There are no foreseeable circumstances
under which loan financing will be sought or needed during Registrant's present
development stage.
Dependence on Management. This Registrant is required to rely on
Management's skill, experience and judgment, both in regard to extreme
selectivity, and in any final decision to pursue any particular business
venture, as well as the form of any business combination, should agreement be
reached at some point to acquire or combine. Please see Item 2 of this Part,
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION, and also Item 7 of
this Part, CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(1) Principal Products or Services and their Markets. None.
(2) Distribution Methods of the products or services. None.
(3) Status of any publicly announced new product or service. None.
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(4) Registrant's competitive position with respect to Reverse Acquisition.
Adequately capitalized firms are engaged in the search for acquisitions or
business combinations that firms may be able to offer more and may be more
attractive to acquisition candidates. This Registrant became a candidate
for reverse acquisition transactions only this past August. Management, in
evaluating market conditions and unsolicited proposals, has formed the
estimate that the selection of a business combination is probable within
the next twelve months. There is no compelling reason why this Registrant
should be preferred over other reverse-acquisition public corporation
candidates. It has no significant pool of cash it can offer and no capital
formation incentive for its selection. It has a limited shareholder base
insufficient for acquisition target wishing to proceed for application to
NASDAQ. In comparison to other "public shell companies" this Registrant is
unimpressive, in the judgment of management, and totally lacking in unique
features that would make it more attractive or competitive than other
"public shell companies". While management believes that the competition of
other "public shell companies" is intense and growing, it has no basis on
which to quantify its impression.
This Registrant is actively engaged in its intended search to find a
business partner, and its management has determined that it can find an
opportunity of superior value and potential. There can be no assurance that
this Registrant will ever prove competitively attractive to the kinds of
transactions it may seek or will ever participate in a Reverse Acquisition.
As a practical matter, no such inquiry could begin until this Registrant
has qualified its common stock for trading on the OTCBB. Please see
MANAGEMENT'S DISCUSSION AND ANALYSIS, Item 2 of this part, for an expanded
discussion of these and related subjects of disclosure.
(5) Sources of and availability of raw Materials and the names of principal
suppliers. Not Applicable.
(6) Dependence on one or a few major customers. Not applicable
(7) Patents, Trademarks, licenses, franchises, concessions, royalty
agreements or labor contracts. None.
(8) Need for any government approval of principal products or services and
status. Not Applicable.
(9) Effect of existing or probable governmental regulations on the
business. Not Applicable. However, this Registrant would expect to maintain
its corporate status with the State of its incorporation, and would file
its tax returns and reports that are required to be filed with the
Commission. This Registrant wishes to report and provide disclosure
voluntarily, and will file periodic reports in the event that its
obligation to file such reports is suspended under the Exchange Act. In
connection with such submission and any continuation on the OTCBB, this
Registrant would expect to comply with NASD regulations, to the extent that
any such regulations are applicable to the conduct of the Registrant's
affairs.
(10) Estimate of amount spent on research and development in each of last
two years. None.
(11) Costs and effects of compliance with environmental laws Not
Applicable.
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(12) Number of total employees and full-time employees. None. The President
serves without compensation and is not considered an employee at this time.
(13) Year 2000 Compliance, effect on customers and suppliers. None. The
Registrant has no computers or digital equipment of its own, no suppliers
or customers. Accordingly, the Registrant has determined that it is faced
with no year 2000 compliance issues other than those shared by the public
in general.
(16) Limited Scope and Number of Possible Acquisitions. The Registrant does
not intend to restrict its consideration to any particular business or
industry segment, and the Registrant may consider, among others, finance,
brokerage, insurance, transportation, communications, research and
development, service, natural resources, manufacturing or high-technology.
Of course, because of the Registrant's limited resources, the scope and
number of suitable candidate business ventures available would be limited
accordingly, and most likely the Registrant would not be able to
participate in more than a single business venture. Accordingly, it is
anticipated that the Registrant would not be able to diversify, but may be
limited to one merger or acquisition because of limited financing. This
lack of diversification would not permit the Registrant to offset potential
losses from one business opportunity against profits from another. To a
large extent, a decision to participate in a specific business opportunity
may be made upon management's analysis of the quality of the other firm's
management and personnel, the anticipated acceptability of new products or
marketing concepts, the merit of technological changes and numerous other
factors which are difficult, if not impossible, to analyze through the
application of any objective criteria. In many instances, it is anticipated
that the historical operations of a specific firm may not necessarily be
indicative of the potential for the future because of the necessity to
substantially shift a marketing approach, expand operations, change product
emphasis, change or substantially augment management, or make other
changes. The Registrant would be dependent upon the management of a
business opportunity to identify such problems and to implement, or be
primarily responsible for the implementation of, required changes. Because
the Registrant may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth, it
should be emphasized that the Registrant may incur further risk due to the
failure of the target's management to have proven its abilities or
effectiveness, or the failure to establish a market for the target's
products or services, or the failure to prove or predict profitability.
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Item 2. Managements Discussion and Analysis or Plan of Operation.
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(a) Plan of Operation. This Registrant has commenced a search for a
reverse-merger candidate who will acquire its domicile and corporate status.
Plan of Operation for the next twelve months. The Registrant will continue
to search for a reverse-merger candidate.
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Cash Requirements and Need for additional funds, twelve months. This
Registrant has no immediate or foreseeable need for additional funding, from
sources outside of its circle of shareholders, if at all, during the next twelve
months. It expects its revenues to fund current operations adequately, and may
exceed them substantially, although there can be no guaranties about future
results. Its reports and financial statements are accessible by the public as
public information from standard sources including EDGAR.
Short-term advances by the principal shareholder may be made in the case
that realization of receivables fall short of current expenses, in the short
term. The nature and sources of these expected revenues are more fully disclosed
in detail in Item 7 of this Part, RELATIONSHIPS AND RELATED TRANSACTIONS.
The Registrant has certain corporate expenses, namely the expenses of
auditing the corporation, legal and professional requirements, including
expenses in connection with this 1934 Act Registration of its common stock, and
periodic and other reports required to be filed by 1934 Act reporting companies.
The expenses, are mostly legal and professional, including corresponding with
the NASD. It is the estimate of management that these supplementary expenses may
approach, but will not exceed $20,000.00 in the next twelve months.
Reference is made to the use of the term "Development Stage Registrant" in
the Registrant's Audited Financial Statements. The Registrant is a development
stage Registrant as defined in Financial Accounting Standards Board Statement
No.7. The Registrant has no present plans to seek a profitable business
combination. No current fund raising programs are being conducted or
contemplated at this time, and would not be considered, unless the current
business of the Registrant indicates sufficient future profitability to justify
an offering to existing shareholders or new investors. In the event of an
acquisition or combination, any such capital formation would be offered to
investors based upon the assets and businesses to be acquired, and not on this
Registrant in its present condition.
This Registrant may be forced to effect some advances from its Principal
Shareholder, for costs involved in maintenance of corporate franchise and filing
reports as may be required, when and if this 1934 Act registration is effective.
Should this become necessary, the maximum amount of such advances is estimated
not to exceed $20,000.00. No agreement by the Principal shareholder to make such
advances is in place, and no guarantee can presently be given that additional
funds, if needed, will be available. It is by far more likely that advances will
take the form of providing services on a deferred compensation basis. Should
further auditing be required, such services by the Independent Auditor may not
be the subject of deferred compensation. The expenses of independent Audit
cannot be deferred or compensated in stock or notes, or otherwise than direct
payment of invoices in cash.
This Registrant does not anticipate any contingency, upon which it would
voluntarily cease filing reports with the SEC, even though it may cease to be
required to do so. It is in the compelling interest of this Registrant to report
its affairs quarterly, annually and currently, or as the case may be. This
generally is to provide accessible public information to interested parties, and
also specifically to maintain its qualification for the OTCBB.
Summary of Product Research and Development None. This Registrant is not
engaged in research and development.
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Expected purchase or sale of plant and significant equipment None.
Expected significant change in the number of employees None.
(b) Discussion and Analysis of Financial Condition and Results of Operations
Operations and Results for the past two fiscal years. The Registrant has
had no revenues in the past two years and had expenses of $4,000 in 1998 and
$64,443 in 1999, all of which were general and administrative expenses except
for $500 in amortization of organization costs in 1998.
Future Prospects. The Registrant is unable to predict when it may
participate in a business opportunity. The reason for this uncertainty arises
from its limited resources, and competitive disadvantages with respect to other
public or semi-public Registrants. Notwithstanding the foregoing cautionary
statements, assuming the continuation of current conditions, this Registrant
would expect to proceed to select a business combination within no sooner than
six months nor expect to close an acquisition in a shorter period than within
the next twelve months. It cannot attract a partner before it can perfect the
continued quotation of its common stock on the OTCBB by this 1934 Act
Registration.
Reverse Acquisition Candidate. The Registrant is searching for a profitable
business opportunity. The acquisition of such an opportunity could and likely
would result in some change in control of the Registrant at such time. This
would likely take the form of a reverse acquisition. That means that this
Registrant would likely acquire businesses and assets for stock in an amount
that would effectively transfer control of this Registrant to the acquisition
target Registrant or ownership group. It is called a reverse-acquisition because
it would be an acquisition by this Registrant in form, but would be an
acquisition of this Registrant in substance. Capital formation issues for the
future of this Registrant would arise only when targeted business or assets have
been identified. Until such time, this Registrant has no basis upon which to
propose any substantial infusion of capital from sources outside of its circle
of affiliates.
Targeted acquisitions for stock may be accompanied by capital formation
programs, involving knowledgeable investors associated with or contacted by the
owners of a target Registrant. While no such arrangements or plans have been
adopted or are presently under consideration, it would be expected that a
reverse acquisition of a target Registrant or business would be associated with
some private placements and/or limited offerings of common stock of this
Registrant for cash. Such placements, or offerings, if and when made or
extended, would be made with disclosure of and reliance on the businesses and
assets to be acquired, and not upon the present or future condition of this
Registrant without revenues or substantial assets.
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Item 3. Description of Property
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The Registrant does not own or possess any property, plant or equipment,
nor is it bound or encumbered by any agreement pertaining to the acquisition of
the same.
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Item 4. Security Ownership of Certain Beneficial Owners and Management
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(a) Security Ownership of Management. To the best of Registrant's knowledge and
belief the following disclosure presents the total beneficial security ownership
of all Directors and Nominees, naming them, and by all Officers and Directors as
a group, without naming them, of Registrant, known to or discoverable by
Registrant. Please refer to explanatory notes if any, for clarification or
additional information.
(b) Security Ownership of Certain Beneficial Owners. To the best of Registrant's
knowledge and belief, the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by
Registrant, to be the beneficial owner or owners of more than five percent of
any voting class of Registrant's stock. Please refer to explanatory notes if
any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
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NAME AND ADDRESS OF BENEFICIAL OWNER ACTUAL
OWNERSHIP %
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MARK S. ZOUVAS (1) President
34700 Pacific Coast Hwy., Suite 303
Capistrano Beach, CA 92624 300,000 6.00
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All Officers and Directors as a Group 300,000 6.00
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J. Dan Sifford
34700 Pacific Coast Hwy, Suite 303
Capistrano Beach, CA 92624 2,100,000 42.00
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Total Shares Issued and Outstanding 5,000,000 100.00
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(1) Please see Item 7, Relationships and Transactions, for more disclosure.
(c) Changes in Control. There are no arrangements known to Registrant, including
any pledge by any persons, of securities of Registrant, which may at a
subsequent date result in a change of control
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of the Registrant. The Registrant is not presently searching for a profitable
business opportunity. The acquisition of such an opportunity, should one occur
in future, could and likely would result in some change in control of the
Registrant at such time.
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Item 5. Directors, Executive Officers, Promoters and Control Persons
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The following persons are the Directors of Registrant, having taken office
from the inception of the Registrant, to serve until their successors might be
elected or appointed. The time of the next meeting of shareholders has not been
determined and is not likely to take place before a targeted acquisition or
combination is determined.
The following information is provided concerning the Management of
Registrant, including all current directors and officers, their ages, and
positions with the Registrant. All directors will hold office until the next
annual meeting of shareholders and until their successors have been elected and
qualified. The officers are elected by the Board of Directors at the first
meeting after each annual meeting of shareholders and hold office until their
successors are elected. The date of the next annual meeting of the Registrant
has not yet been set.
Mark S. Zouvas, 37, has been Chief executive Officer of the Registrant
since August 12, 1999. Mr. Zouvas has a BA from the University of California at
Berkeley (Accounting and Real Estate). As a staff auditor with Price Waterhouse,
he performed services for clients in the banking and real estate industries. Mr.
Zouvas has been involved in several venture capital transactions over the past
five years and has served as an officer and director of Power Exploration, Inc.,
a publicly traded oil and gas exploration firm located in Fort Worth, Texas. He
was a broker and an accountant in the State of California. Mr. Zouvas brings an
increased experience level to the corporate finance capabilities of the
Registrant. His financial, accounting and banking experience are well founded
and are a necessity in today's ever-changing markets domestically and worldwide.
His previous tenure as an officer of a publicly traded corporation will prove
invaluable to the Registrant as it begins to manage its growth financially and
publicly.
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Item 6. Executive Compensation
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There is no present program of executive compensation, and no plan or
compensation is expected to be adopted or authorized at any time before an
acquisition is effected, except as disclosed in this Item. Mr. Zouvas presently
serves without compensation.
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Item 7. Certain Relationships and Related Transactions
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None.
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Item 8. Description of Securities
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The Registrant's Capital Authorized and Issued. The Registrant is
authorized to issue 50,000,000 shares of a single class of Common Voting Stock,
of par value $0.001, of which 5,047,825 are issued and outstanding.
Common Stock. All shares of Common Stock when issued were fully paid for
and nonassessable. Each holder of Common Stock is entitled to one vote per share
on all matters submitted for action by the stockholders. All shares of Common
Stock are equal to each other with respect to the election of directors and
cumulative voting is not permitted; therefore, the holders of more than 50% of
the outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities of the Registrant. The owners of
a majority of the common stock may also take any action without prior notice or
meeting which a majority of shareholders could have taken at a regularly called
shareholders meeting, giving notice to all shareholders thereafter of the action
taken. In the event of liquidation or dissolution, holders of Common Stock are
entitled to receive, pro rata, the assets remaining, after creditors, and
holders of any class of stock having liquidation rights senior to holders of
shares of Common Stock, have been paid in full.
Series of Common Stock. The Common Stock of this Registrant is referred to
in various designated Series. There is no difference between one Series of
common shares and another, except the time and circumstances of their issuance.
The voting, equity and other rights of all shares of common stock are the same.
The designation of Series of Common Stock is for administrative and descriptive
purposes only.
Unregistered Securities and Secondary Trading. As previously stated,
neither the existing nor the offered securities have been registered under the
Securities Act of 1933; and, accordingly, they cannot be resold unless each is
so registered or an exemption from such registration requirement is available.
Over The Counter Bulletin Board ("OTCBB"). The shares of this Registrant's
stock are currently quoted over the counter. There is limited trading. The
Registrant has no plans to take any action to establish or encourage a secondary
market for its securities. In as much as the primary consideration for decisions
to purchase Shares should be based on an analysis of investment potential, and
not on resale, investors considering resale of the Shares of this Placement
should not rely upon the creation of an early secondary trading market.
Secondary Trading refers to the marketability to resell the securities of
this Registrant in brokerage transactions, and that marketability is generally
governed by Rule 144, promulgated by the Securities and Exchange Commission
pursuant to ss.3 of the Securities Act of 1933. Securities that have not been
registered pursuant to the Securities Act of 1933, but were exempt from such
registration when issued, are generally "Restricted Securities" as defined by
Rule 144(a). The impact of the
12
<PAGE>
restrictions of Rule 144 are (a) a basic one year holding period from purchase;
and (b) a limitation of the amount any shareholder may sell during the second
year, as to non-affiliates of the Registrant; however, as to shares owned by
affiliates of the Registrant, the second-year limitation of amounts attaches and
continues indefinitely, at least until such person has ceased to be an affiliate
for 90 days or more. The limitation of amounts is generally 1% of the total
issued and outstanding in any 90-day period.
Options and Derivative Securities. There are no outstanding options or
derivative securities of this Registrant. There are no shares issued or reserved
which are subject to options or warrants to purchase, or securities convertible
into common stock of this Registrant.
Risks of "Penny Stock." The Registrant's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stock are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ) listed stocks must still meet requirement (i) above);
or (iv) in Registrants with net tangible assets less than $2,000,000 (if the
Registrant has been in continuous operation for at least three years) or
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than $6,000,000 for the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Registrant's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker/dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Registrant's common stock to resell their shares to third parties or to
otherwise dispose of them.
13
<PAGE>
- --------------------------------------------------------------------------------
PART II
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 1.
Market Price of and Dividends on Registrant's Common Equity
and Shareholder Matters
- --------------------------------------------------------------------------------
(a) Market Information. The Common Stock of this Registrant is traded Over the
Counter on the Bulletin Board ("OTCBB").
(b) Holders. There are 268 shareholders of the common stock of this Registrant.
(c) Dividends. The Registrant on its Common Stock or other Stock has paid no
cash or other dividends and no such payment is anticipated in the foreseeable
future.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
14
<PAGE>
- --------------------------------------------------------------------------------
Item 2. Legal Proceedings
- --------------------------------------------------------------------------------
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting this Registrant.
- --------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants
- --------------------------------------------------------------------------------
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements
of this Registrant.
- --------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities
- --------------------------------------------------------------------------------
The following disclosure presents: (a) The date, title and amount of
securities sold; (b) There were no underwriters or underwritings, no discounts
or commissions; (c) The persons or class of persons to whom the small business
Registrant sold the securities; (c) For securities sold for cash, the total
offering price and the total underwriting discounts or commissions; For
securities sold other than for cash, describe the transaction and the type and
amount of consideration received; and (d) The Section of the Securities Act or
the rule of the Commission under which the small business Registrant claimed
exemption from registration and the facts relied upon to make the exemption
available. No securities sold are convertible or exchangeable into equity
securities. There are no warrants or options representing equity.
Reference is made to the following table of issuances:
================================================================================
Reference Number/ Original Forward Split
Exemption Issuances 1 to 1,000
- --------------------------------------------------------------------------------
1 ss.4(2) 5,000 5,000,000
- --------------------------------------------------------------------------------
2 ss.4(2) 100 100,000
- --------------------------------------------------------------------------------
Subtotal 5,100 5,100,000
- --------------------------------------------------------------------------------
3 ss.504 71,850
- --------------------------------------------------------------------------------
4 ss.504 300,000
- --------------------------------------------------------------------------------
5 ss.504 2,100,000
- --------------------------------------------------------------------------------
Subtotal 2,471,850
- --------------------------------------------------------------------------------
Pre-Split Total 7,571,850
- --------------------------------------------------------------------------------
6 Post-Split Total 5,047,825
================================================================================
15
<PAGE>
On June 14 of 1993, 510 shares of common stock were issued in exchange for
organizational services and costs, valued by management at $5,000.00 and a
stock subscription receivable of $100.00. These shares were issued to the
two founding shareholders. On January 3, 1997, 5,100,000 to the two
founding shareholder, in replacement for the 510 shares previously issued,
and in adjustment for the change in par value, with the same effect as a
forward split of the shares then issued and outstanding.
On January 15, 1997, 71,850 shares were issued for $1,608.00, pursuant to
Regulation D, Rule 504. As of December 9, 1998, there were 5,171,850 shares
issued and outstanding, among 255 shareholders.
On September 12, 1998, the shareholders approved an additional issuance of
300,000 shares to a single investor, pursuant Regulation D, Rule 504, for
$3,000.00 cash. By oversight, these shares were not actually issued until
January 8, 1999.
In December of 1998, the Registrant's common stock was approved for listing
on the OTCBB.
On or about March 10, 1999, the Registrant made a further placement,
pursuant to Regulation D, Rule 504, of 2,100,000 shares at $0.025, for a
total of $52,500.00. As a result of the foregoing, the Registrant had
7,571,850 shares of common stock issued and outstanding, among
approximately 268 shareholders.
On November 9, 1999 the Registrant authorized a reverse split of its stock
in a ratio of 2 for 3. This action was ratified by a majority of the
Registrants shareholders and its entire Board of Directors. It resulted in
the total number of shares issued and outstanding to total 5,047,825.
- --------------------------------------------------------------------------------
Item 5. Indemnification of Officers and Directors
- --------------------------------------------------------------------------------
There is no provision in the Articles of Incorporation, or any Resolution
of the Board of Directors, providing for indemnification of Officers or
Directors. However, the Registrant has made provisions within its by-laws for
the indemnification of its Officers and Directors. This provision is detailed
under article 9 of its by-laws and attached hereto in the exhibits. The
Registrant is aware of no provision of Nevada Corporate Law, which creates or
imposes any provision for indemnity of Officers or Directors.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
16
<PAGE>
- --------------------------------------------------------------------------------
PART F/S
- --------------------------------------------------------------------------------
Audited Financial Statements: for the years ended December 31, 1998 and
1997, are provided as FINANCIAL STATEMENT: F-1, in the body this filing,
following this page, and incorporated herein by this reference as though fully
set forth on this page as well.
Un-Audited Financial Statements: for the period ended December 15, 1999 and
the years ended December 31, 1998 and 1998, are provided as FINANCIAL STATEMENT:
F-2, in the body of this filings, following F-1, and incorporated herein by this
reference as though fully set forth on this page as well.
Selected Financial Information
===================================================
12/31/99 12/31/98
===================================================
Total Assets $15,269 $84
---------------------------------------------------
Revenues -0- -0-
---------------------------------------------------
Operating Expenses 64,443 4,000
---------------------------------------------------
Net Earnings or (Loss) (64,443) (4,000)
---------------------------------------------------
Per Share Earnings
or (Loss) (0.01452) (0.00114)
---------------------------------------------------
Average Common Shares
Outstanding 4,443,177 3,502,845
===================================================
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
- --------------------------------------------------------------------------------
F-1 AUDITED FINANCIAL STATEMENTS: December 31, 1998 and 1997 18
- --------------------------------------------------------------------------------
F-2 UNAUDITED FINANCIAL STATEMENTS: December 15, 1999 28
================================================================================
17
<PAGE>
- --------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
for the years ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
18
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Financial Statements
December 31, 1998 and 1997
<PAGE>
C O N T E N T S
Independent Auditors' Report ........................................... 3
Balance Sheets ......................................................... 4
Statements of Operations ............................................... 5
Statements of Stockholders' Equity ..................................... 6
Statements of Cash Flows ............................................... 7
Notes to the Financial Statements ...................................... 8
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Richmond Services, Inc.
We have audited the accompanying balance sheet of Richmond Services, Inc. (a
Development Stage Company) as of December 31, 1998 and the related statements of
operations, stockholders' equity and cash flows for the year then ended and from
inception on June 14, 1993 through December 31, 1998. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Richmond Services, Inc for the period from inception at
June 14, 1993 through December 31, 1997 were audited by other auditors whose
report dated March 31, 1998, expressed an unqualified opinion on these
statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Richmond Services, Inc. (a
Development Stage Company) as of December 31, 1998 and the results of its
operations and cash flows for the year then ended and from inception on June 14,
1993 through December 31, 1998 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company is a development stage company with no
significant operating results to date. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plan in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ CROUCH BIERWOLF & CHISHOLM
Salt Lake City, Utah
March 17, 1999
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Balance Sheets
Assets
December 31,
----------------------
1998 1997
-------- --------
Current Assets
Cash $ 84 $ 584
-------- --------
Total Current Assets 84 584
-------- --------
Other Assets
Organizational costs (net of
amortization)(Note 1) -- 500
-------- --------
Total Other Assets -- 500
-------- --------
Total Assets $ 84 $ 1,084
======== ========
Liabilities and Stockholders' Equity
Liabilities
Advance from affiliate $ 6,960 $ 6,960
-------- --------
Total liabilities 6,960 6,960
-------- --------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.0001 par value,
authorized, 5,471,850 and 5,171,850
shares issued and outstanding, respectively 548 518
Additional Paid-in Capital 9,160 6,190
Stock Subscription Receivable (100) (100)
Deficit Accumulated During the
Development Stage (16,484) (12,484)
-------- --------
Total Stockholders' Equity (6,876) (5,876)
-------- --------
Total Liabilities and Stockholders' Equity $ 84 $ 1,084
======== ========
The accompanying notes are an integral part of these financial statements
4
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From inception
On June 14,
1993 through
For the years ended December 31, December 31,
----------------------------------------- --------------
1998 1997 1996 1998
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues $ -- $ -- $ -- $ --
Expenses:
Amortization & Depreciation 500 1,000 1,000 5,000
General & Administrative 3,500 7,984 -- 11,484
----------- ----------- ----------- -----------
Total Expenses 4,000 8,984 1,000 16,484
----------- ----------- ----------- -----------
Net Loss $ (4,000) $ (8,984) $ (1,000) $ (16,484)
=========== =========== =========== ===========
Net Loss Per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== =========== =========== ===========
Weighted average shares outstanding 5,254,268 5,163,954 5,100,000 5,136,725
=========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Statement of Stockholders' Equity
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional Stock During the
Common Stock paid-in Subscription Development
Shares Amount Capital Receivable Stage
---------- ---------- ---------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Balance, June 14, 1993 -- $ -- $ -- $ -- $ --
Common stock issued for
organizational costs at $.001
per share-June 15, 1993 5,000,000 500 4,500 -- --
Common stock issued
for stock subscription receivable
at $.001 per share-June 15, 1993 100,000 10 90 -- --
Stock subscription receivable -- -- -- (100) --
Net loss from inception to
December 31, 1993 -- -- -- -- (500)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1993 5,100,000 510 4,590 (100) (500)
Net Loss for the year ended
December 31, 1994 -- -- -- -- (1,000)
---------- ---------- ---------- ---------- ----------
Balance December 31, 1994 5,100,000 510 4,590 (100) (1,500)
Net loss for the year ended
December 31, 1995 -- -- -- -- (1,000)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1995 5,100,000 510 4,590 (100) (2,500)
Net loss for the year ended
December 31, 1996 -- -- -- -- (1,000)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1996 5,100,000 510 4,590 (100) (3,500)
Common stock issued for
cash at $.022 per share
February 10, 1997 71,850 8 1,600 -- --
Net loss for the year ended
December 31, 1997 -- -- -- -- (8,984)
---------- ---------- ---------- ---------- ----------
Balance, December 31, 1997 5,171,850 518 6,190 (100) (12,484)
Common stock issued for
services at $.001 per share
September 22, 1998 300,000 30 2,970 -- --
Net Loss for the year ended
December 31, 1998 -- -- -- (4,000)
---------- ---------- ---------- ---------- ----------
Balance December 31, 1998 5,471,850 $ 548 $ 9,160 $ (100) $ (16,484)
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Statement of Cash Flows
<TABLE>
<CAPTION>
From inception
June 14, 1993
through
For the years ended December 31, December 31,
-------------------------------- --------------
1998 1997 1996 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Cash Flows form Operating
Activities:
Loss from operations $ (4,000) $ (8,984) $ (1,000) $(16,484)
Adjustments to reconcile net
loss to net cash used by
operating activities:
Amortization & Depreciation 500 1,000 1,000 5,000
Stock issued for services 3,000 -- -- 3,000
Changes in assets and
Liabilities:
Accounts payable -- 6,960 -- 6,960
-------- -------- -------- --------
Net Cash Provided (Used)
by Operating Activities (500) (1,024) -- (1,524)
-------- -------- -------- --------
Cash Flows from Investment
Activities:
Other -- -- -- --
-------- -------- -------- --------
Net Cash paid for
Investing Activities -- -- -- --
-------- -------- -------- --------
Cash Flows from Financing
Activities:
Common stock issued for cash -- 1,608 -- 1,608
-------- -------- -------- --------
Net Cash Provided by
Financing Activities -- -- -- 1,608
-------- -------- -------- --------
Net increase (decrease) in cash (500) 584 -- 84
Cash, beginning of year 584 -- -- --
-------- -------- -------- --------
Cash, end of year $ 84 $ 584 $ -- 84
======== ======== ======== ========
Cash, paid during the year for:
Interest $ -- $ -- $ -- $ --
Income taxes $ -- $ -- $ -- $ --
Noncash Financing Transactions:
Issuance of common stock
for services $ 3,000 $ -- $ -- $ 3,000
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements
7
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The Company was incorporated in the State of Delaware on June 14,
1993. The Company was organized for the purpose of initiating commuter air
service from Sugar Land Airport in Richmond, Texas. The Company now intends
to acquire and operate small niche market air carriers. The Company has
been in the development stage since its formation on June 14, 1993.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are based on the
weighted average number of outstanding shares during the period of the
financial statements.
e. Provision for Income Taxes
At December 31, 1998, the Company has net operating loss carryforwards
totaling approximately $16,484 that may be offset against future taxable
income through 2012. No tax benefit has been reported in the 1998 financial
statements, because the Company believes there is a 50% or greater chance
the net operating loss carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount. The valuation allowance increased in the
amount of $4,000 for the year ended December 31, 1998.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
NOTE 2 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company has current liabilities in excess of
current assets and has experienced losses from inception. The financial
statements do not include any adjustments that might result from the
outcome of these uncertainties. It is management's plan to find an
operating company to merge with providing necessary operating capital.
8
<PAGE>
Richmond Services, Inc.
(A Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
NOTE 3 - Shareholders Equity
In September 1998 the Company issued 300,000 shares of its common
stock in exchange for services.
9
<PAGE>
- --------------------------------------------------------------------------------
F-2
UN-AUDITED FINANCIAL STATEMENTS
for the period ended December 15, 1999
and the years ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
28
<PAGE>
RICHMOND SERVICES, INC.
BALANCE SHEETS (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended December 15, 1999
<TABLE>
<CAPTION>
December 31,
December 15, --------------------
1999 1998 1997
-------- -------- --------
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 269 $ 84 $ 584
-------- -------- --------
Total Current Assets 269 84 584
OTHER ASSETS
Accounts receivable 15,000
Organization Costs (Note 2) -0- -0- 500
-------- -------- --------
Total Other Assets -0- -0- 500
TOTAL ASSETS $ 15,269 $ 84 $ 1,084
======== ======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Loan and notes payable $ 34,078 $ 6,960 $ 6,960
-------- -------- --------
Total Liabilities 34,078 6,960 6,960
STOCKHOLDERS' EQUITY
Common Stock, $.0001 par value; authorized 50,000,000
shares; issued and outstanding, 3,447,900 shares,
3,647,900 shares and 5,047,825 shares respectively 505 365 345
Additional Paid-In Capital 61,703 9,343 6,363
Stock subscription receivable (100) (100) (100)
Accumulated Surplus (Deficit) (80,917) (16,484) (12,484)
-------- -------- --------
Total Stockholders' Equity (18,809) (6,876) (5,876)
-------- -------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 15,269 $ 84 $ 1,084
======== ======== ========
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-2
<PAGE>
RICHMOND SERVICES, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended December 15, 1999
<TABLE>
<CAPTION>
December 31,
December 15, ----------------------------------
1999 1998 1997
------------- ------------- ------------
<S> <C> <C> <C>
Revenues $ -0- $ -0- $ -0-
------------- ------------- ------------
Expenses
General and Administrative 64,433 3,500 7,984
Amortization of Organization Costs -0- 500 1,000
Total Expenses 64,433 4,000 8,984
------------- ------------- ------------
Net Income (Loss) $ (64,433) $ (4,000) $ (8,984)
============= ============= ============
Income (Loss) per Share $ (0.01452) $ (0.00114) $ (0.00261)
============= ============= ============
Weighted average shares outstanding 4,436,177 3,502,845 3,442,636
============= ============= ============
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-3
<PAGE>
RICHMOND SERVICES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (UNAUDITED)
for the period from inception of the Development Stage on June 14, 1993,
for the fiscal years ended December 31, 1993 through 1998
and for the period ended December 15, 1999
<TABLE>
<CAPTION>
Additional Accumulated Stock Total Stock-
Common Par Paid-In Equity Subscription holders' Equity
Stock Value Capital (Deficit) Receivable (Deficit)
---------- ---------- ---------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Inception (June 14, 1993) $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
Inception through December
31, 1993: Stock issued for
organization costs 3,333,333 333 4,667
Stock issued for subscription
Receivable, June 15, 1993 66,667 7 93
Stock Subscription Receivable (100)
Net (Loss) for the period (500)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1993 3,400,000 340 4,760 (500) (100) 4,500
Net (Loss) for the period (1,000)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1994 3,400,000 340 4,760 (1,500) (100) 3,500
Net (Loss) for the period (1,000)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1995 3,400,000 340 4,760 (2,500) (100) 2,500
Net (Loss) for the period (1,000)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1996 3,400,000 340 4,760 (3,500) (100) 1,500
Common shares sold for cash 47,900 5 1,603
Net (Loss) for the period (8,984)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1997 3,447,900 345 6,363 (12,484) (100) (5,876)
Common shares sold for cash 200,000 20 2,980
Net (Loss) for the period (4,000)
---------- ---------- ---------- ---------- ---------- ----------
Year ended December 31, 1998 3,647,900 $ 365 $ 9,343 $ (16,484) $ (100) $ (6,876)
Common shares sold for cash 1,400,000 140 52,360
Common shares canceled in
rounding down (75)
Net (Loss) for the period (64,433)
---------- ---------- ---------- ---------- ---------- ----------
Period ended December 15, 1999 5,047,825 $ 505 $ 61,703 $ (80,917) $ (100) $ (18,809)
</TABLE>
The accompanying notes are an integral part
of these financial statements.
page F-4
<PAGE>
RICHMOND SERVICES, INC.
STATEMENTS OF CASH FLOW (UNAUDITED)
for the fiscal years ended December 31, 1997 and 1998
and for the period ended December 15, 1999
December 31,
December 15, ---------------------
1999 1998 1997
------------ -------- --------
Beginning Cash $ 84 $ 584 $ -0-
Operating Activities
Net Income (Loss) (64,433) (4,000) (8,984)
Add changes not affecting working capital:
Amortization 500 1,000
-------- -------- --------
Total working capital (used) (64,433) (3,500) (7,984)
Cash received from financing activities:
sale of Common Stock; 52,500 3,000 1,608
Borrowings 27,118 6960
Accounts receivable (15,000)
Increase (Decrease) in
working capital 185 584
-------- -------- -------
Ending Cash $ 269 $ 84 $ 584
======== ======== =======
The accompanying notes are an integral part
of these financial statements.
page F-5
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
and December 15, 1999
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
The Company was incorporated in the State of Delaware on June 14,
1993. The Company was organized for the purpose of initiating commuter air
services from Sugar Land Airport in Richmond, Texas, however it neve
realized its original goal and has remained in the development stage since
its formation on June 14, 1993.
b. Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. The Company has elected a calendar year end.
c. Cash and Cash Equivalents
Cash equivalents include short-term highly liquid investments with
maturities of three months or less at the time of acquisition.
d. Loss Per Share
The computations of loss per share of common stock are based on
weighted average number of outstanding shares during the period of the
financial statements.
e. Provision for Income Taxes
At December 15, 1999, the Company has net operating loss carryforwards
totaling approximately $80,917 that may be offset against future taxable
income through 2013. No tax benefit has been reported in the financial
statements, because the Company believes there is a 50% or greater chance
the net operating loss carryforwards will expire unused. Accordingly, the
potential tax benefits of the loss carryforwards are offset by a valuation
allowance of the same amount. The valuation allowance increased in the
amount of $64,433 for the period ended December 15, 1999.
f. Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
page F-6
<PAGE>
Richmond Services, Inc.
(a Development Stage Company)
Notes to the Financial Statements
December 31, 1998 and 1997
and December 15, 1999
page two
NOTE 2 - Going Concern
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has current liabilities
in excess of current assets and has experienced losses from inception. The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties. It is management's plan to find an
operating company to merge with providing necessary operating capital.
NOTE 3 - Shareholders Equity
In September 1998 the Company issued 200,000 shares of its common
stock in exchange for services and $3,000 in cash. In February 1999 the
Company issued 1,400,000 shares of its common stock in exchange for $52,500
in cash. In August of 1999, the Company authorized a two for three reverse
split of its common stock. For purposes of clarity, all share amounts and
par values have been stated as if the new capitalization had been in effect
since inception.
page F-7
<PAGE>
III
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Item A.. Index to Exhibits.
- --------------------------------------------------------------------------------
Exhibit Index
================================================================================
EXHIBIT TABLE CATEGORY / DESCRIPTION OF EXHIBIT PAGE
TABLE NUMBER
#
- --------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
- --------------------------------------------------------------------------------
2.1 ARTICLES OF INCORPORATION: Delaware 37
- --------------------------------------------------------------------------------
2.2 ARTICLES OF INCORPORATION: Nevada 39
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2.3 BY-LAWS 42
================================================================================
35
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf
by the undersigned, thereunto authorized.
Richmond Services, Inc.
by
/s/
Mark Zouvas
PRESIDENT/DIRECTOR
36
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Exhibit 2.1
Articles of Incorporation: Delaware
Richmond Services, Inc.
- --------------------------------------------------------------------------------
<PAGE>
CERTIFICATE OF INCORPORATION
OF
Richmond Services, Inc.
A CLOSE CORPORATION
State of Deleware
Secretary of State
Division of Corporations
Filed 09:00 AM 06/14/93
763165043 - 2340077
FIRST: The name of the corporation is Richmond Services, Inc.
SECOND: Its registered office in the State of Delaware is to be located at Three
Christina Centre, 201 N. Walnut Street, Wilmington DE 19801 in the county of New
Castle. The registered agent in charge thereof is The Company Corporation,
address same as above.
THIRD: The nature of the business and the objects and purposes proposed to be
transacted, promoted and carried on, are to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
FOURTH: The amount of total authrozed shares of stock of this corporation is
1500 shares of No par value.
FIFTH: The name and mailing address of the incorporator is
Vanessa Foster, Three Christina Centre, 201 N. Walnut Street, Wilmington DE
19801
SIXTH: The powers of the incorporator are to terminate upon filing of the
certificate of incorporation. All of the corporation's issued stock, exclusive
of treasury shares, shall be held of record by not more than thirty (30) pesons.
SEVENTH: All of the issued stock of all classes shall be subject to one or more
of the restrictions on transfer permitted by Section 202 of the General
Corporation Law.
EIGHTH: The corporation shall make no offering of any of its stock of any class
which would constitute a "public offering" within the meaning of the United
States Securities Act of 1933, as it may be amended from time to time.
NINTH: Directors of the corporation shall not be liable to either the
corporation or its stockholders for monetary damages for a breach of fiduciary
duties unless the breach involves: (1) a director's duty of loyalty to the
corporation or its stockholders; (2) acts or omissions not in good faither or
which involve intentional misconduct or a knowing violation of law; (3)
liability for unlawful payments of dividends or unlawful stock purchases or
redemption by the corporation; or (4) a transaction from which the director
derived an improper personal benefit.
I, THE UNDERSIGNED, for the purpose of forming a corporation under the laws of
the State of Delaware, do make, file and record this Certificate and do certify
that the facts herein are true, and I have accordingly hereunto set my hand.
DATED: June 14, 1993 /s/ Vanessa Foster
------------------
38
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Exhibit 2.2
Articles of Incorporation: Nevada
Richmond Services, Inc.
- --------------------------------------------------------------------------------
<PAGE>
ARTICLES OF INCORPORATION
OF
Richmond Services, Inc.
Article I. The name of the Corporation is Richmond Services, Inc.
Article II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc..
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value one mil ($0.001)
per share, and no other class or classes of stock, for a total capitalization of
$50,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
Article VI. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER, Attorney at Law, 34700 Pacific Coast Highway, Suite 303,
Capistrano Beach CA 92624, PHONE (949) 248-9561, FAX (949) 248-1688. The affairs
of the corporation shall be governed by a Board of Directors of not less than
one (1) nor more than (7) persons. The Incorporator shall act as Sole Initial
Director.
Article VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
40
<PAGE>
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
April 19, 1999
/s/
WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
41
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Exhibit 2.3
By-Laws
- --------------------------------------------------------------------------------
<PAGE>
By-Laws
OF
Richmond Services, Inc.
A NEVADA CORPORATION
Article I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
Article II
SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determin otherwise, the annual meeting of the
shareholders shall be held on the second Monday of March in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (l0) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons
<PAGE>
Richmond Services, Inc.
BY-LAWS page 2
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as tje dau as pf which stockholders entitiled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescibed by the directors may not precede nor be more than
ten (10) days after the date the resolution is adopted by directors.
Section 5. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (l0) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(l0) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such 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 stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 6. Quorum.
At any meeting of stockholders, a majoryity of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may
<PAGE>
Richmond Services, Inc.
BY-LAWS page 3
continue to transact business until adjournment, notwithstanding the withdrawal
of enough stockholders to leave less than a quorum.
Section 7. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
Section 8. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
Section 9. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
Section 10. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
<PAGE>
Richmond Services, Inc.
BY-LAWS page 4
Section 11. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
Article III
BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
<PAGE>
Richmond Services, Inc.
BY-LAWS page 5
Section 5. Notice.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 6. Quorum.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal of Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
<PAGE>
Richmond Services, Inc.
BY-LAWS page 6
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
Article IV
OFFICERS
Section 1. Number.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
Section 5. President.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
<PAGE>
Richmond Services, Inc.
BY-LAWS page 7
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The 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.
<PAGE>
Richmond Services, Inc.
BY-LAWS page 8
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 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 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 directors may select.
Article VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the lst day of January in
each year, or on such other day as the Board of Directors shall fix.
Article VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
Article VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
<PAGE>
Richmond Services, Inc.
BY-LAWS page 9
Article IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
CERTIFICATION
The Secretary of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
Executed, and Corporate Seal affixed, this day of April 21, 1999.
/s/
------------------------------
Mark Zouvas
President
