SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934
MAYSCOM, INC.
(formerly NNN-HUNTOR ASSOCIATES, INC.)
(Jurisdiction of Incorporation) Nevada
4 Normandy Drive, Kenner LA 70065
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 466-7004
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
8,444,000
June 12, 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 submission for quotation on
the Over-the-Counter Bulletin Board, often called "OTCBB". This Registrant's
common stock is not presently quoted on the OTCBB, the NQB Pink Sheets, or
elsewhere, and had never traded in brokerage transactions. 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 or excused under the Exchange Act.
If and when this 1934 Act Registration is effective and clear of comments by the
staff, this Registrant will be eligible for consideration for the OTCBB upon
submission of one or more NASD members for permission to publish quotes for the
purchase and sale of the shares of the common stock of the 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 ("the Registrant")
was duly incorporated in Nevada on June 13, 1990, as NNN-Huntor Associates, Inc.
On June 13, 1990, the Registrant issued 110,000 shares of common stock for
organizational services and expenses, to founder Miller Mays III, for provision
of the initial business plan to enter the long-distance reselling business, and
for services as the Registrant's Chief Executive Officer.
Between June 15, 1990 and February 16, 1994, we issued a total of 90,000 to
a total of 201 sophisticated investors, with pre-existing relationships with
management, in separate issuances, all at $0.01 (then the par value of our
common stock) per share, and all pursuant to section 4(2) of the Securities Act
of 1933, as detailed in the following paragraph:
On June 15, 1990, the issuer sold 10,225 new investment shares to 23
investors at par value $0.01 per share. On July 17, 1990, the issuer sold 425
investment shares to a single investor at par value $0.01 per share. On November
28, 1990, the issuer sold 8,665 new investment shares to 19 investors at par
value $0.01 per share.
On May 22, 1991, the issuer sold 12,770 new investment shares to 30
investors at par value $0.01 per share. On July 7, 1991, the issuer sold 4,335
new investment shares to 10 investors at par value $0.01 per share. On October
16, 1991, the issuer sold 12,440 new investment shares to 26 investors at par
value $0.01 per share.
On January 18, 1993, the issuer sold 15,030 new investment shares to 33
investors at par value $0.01 per share. On September 5, 1993 the issuer sold
12,670 new investment shares to 28 investors at par value $0.01 per share.
On February 16, 1994 the issuer sold 13,440 new investment shares to 30
investors at par value $0.01 per share.
As a result of the foregoing, we had 200,000 shares issued and outstanding
as of February 16, 1994.
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On or about December 15, 1999, we made major changes to our business plan.
On January 25, 2000, we reincorporated and restated our articles of
incorporation to change our corporate name to its present name, to increase our
authorized capital to the present 100,000,000 shares, and to change the par
value of each share from $0.01 to the present $0.001. We then effected a 1 to 40
forward split of our common stock, such that the former 200,000 shares became
8,000,000 share issued and outstanding.
On March 28, 2000, we placed 444,000 (post-forward) new investment shares
to 13 highly sophisticated investors (with pre-existing relationships with
management) at $0.25 per share.
As a result of the foregoing, we have 8,444,000 shares issued and
outstanding and 214 shareholders of record. There are no lock-up or shareholder
pooling agreements between or among shareholders of this Registrant. All shares
are owned and controlled independently by the persons to whom they are issued.
Our Internet address is www.mayscom.bizland.com.
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-K-SB, 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.
We are not required to register our common stock pursuant to Section 12(g)
of the 1934 Act, but as a practical matter, we are doing so voluntarily in order
to pursue acceptance for quotation on the Over-the-Counter Bulletin Board
(OTCBB).
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE REGISTRANT.
(1) PRINCIPAL PRODUCTS OR SERVICES AND THEIR MARKETS. After some years of
frustration and inability to launch our intended operation, in late 1999, we
made some major revisions to our original business plan to enter the
long-distance reselling business. We have determined to purchase in bulk, and
resell long distance services and provide businesses with connection to
broadband services. We will offer our services across leased access to
end-to-end broadband network with links to all the major markets in the United
States and thereafter to the rest of the world.
The market for provision of broadband services is projected to grow from
approximately $178 billion in 1999 to approximately $360 billion by 2009. The
network combines local and long-haul capacity with voice and data switching
facilities and is capable of carrying a substantial portion of its users
communications traffic from point of origin to point of termination.
(2) DISTRIBUTION METHODS OF THE PRODUCTS OR SERVICES. We will purchase
blocks of long distance services from the major carriers and then resell the
service to businesses, much like the 10-10-220 providers, however without the
requirement of dialing the access code numbers .
Our core business will be that of providing client companies with access to
the broadband network by the sub-contracting of hub site buildings and then
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providing the client with connection to the hub site via microwave, a service
known in the business as the last mile . Access to the broadband network allows
a client company to access communications and information services, including:
local and long distance services; always-on and dial-up Internet services; ATM,
frame relay and IP data transport services; web hosting services; and LAN and
WAN systems integration.
Local communications service historically has been carried by incumbent
local providers over their legacy networks. The portion of these legacy networks
that ultimately connects to customer buildings, called the "last mile", is
typically copper wire. Without enhancements, copper wire is poorly suited to
support high-bandwidth services. The rapid growth of bandwidth-intensive
communications services, such as Internet access, data transport, audio and
video streaming and e-commerce applications, has created an increasingly acute
shortage of transmission capacity across the last mile.
Management believes that there are more than 750,000 commercial buildings in
the United States. Only a small percentage of these buildings have broadband
connections, most of which are made using fiber-optic cable. Further,
construction of last-mile fiber connections has slowed substantially in recent
years due to the high cost and long delays associated with extending fiber to
most buildings. Since labor constitutes the largest cost component in the
construction of last-mile fiber, we believe that it will become increasingly
less cost effective to connect the majority of commercial buildings with
last-mile fiber.
Management also believes that its fixed wireless infrastructure provides an
optimal solution for delivering broadband capacity across the last mile. In
contrast to fiber, the majority of the cost associated with establishing the
Company s fixed wireless connections is related to technology and equipment, the
cost of which has tended to decrease over time as the technology develops and
becomes more widely used. As such, we are able to connect customer buildings at
a cost which is substantially less than that incurred in a fiber-build strategy.
This significant cost advantage enables us to economically deliver broadband
capacity, services and applications to a larger addressable market than would
otherwise be possible with fiber or other facilities-based broadband
alternatives. Management believes that it will be able to bring broadband
last-mile connections to a majority of commercial buildings in each of its
target markets on a cost-effective basis. Where economically warranted or
otherwise complementary to our overall system architecture, we may use fiber to
establish the last-mile broadband connection to a building.
Our typical customer is serviced by placing a 10 to 12 inch digital
microwave antenna on the roof of the customer's building. The customer's voice,
data and video communications traffic travels from the customer's premises over
the building's internal wiring to this rooftop antenna. The traffic is then
routed via wireless transmission to another antenna located on a nearby hub site
building which has a direct line of site to the antenna on the customer's
building. Hub sites serve as aggregation points for the reception and
distribution of our customers' traffic. Hub sites are located to maximize the
number of potential buildings from which such sites can receive and distribute
this communications traffic. These hub sites are typically located on our
intracity fiber rings, allowing traffic received there to continue on at
broadband speeds to switching centers where it is routed to its final
destination.
We will use capacity in the 38 GHz spectrum and the 31 and 28 GHz, or LMDS
spectrum, as well as other portions of the radio spectrum for its wireless
connections. The system can provide customers with up to an OC-3 (more than
2,000 voice grade equivalents) of transmission capacity over a single wireless
link, which is more than 2,700 times faster than the fastest dial-up service
currently in general use. The capacity of these wireless links has risen
dramatically in recent years and management expects that it will continue to
expand as wireless technology advances.
The system deploys point-to-point and point-to-multipoint connections in our
local network infrastructure. Point-to-point connections use a single dedicated
link between two antennas having line of site to each other, one located on the
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customer's building and one at our hub site. Point-to-multipoint technology
allows for simultaneous transmissions between a single hub site antenna and
multiple customer building antennas to which it has line of sight.
A point-to-multipoint connection allows for the cost of the hub site antenna
to be allocated over numerous customer building sites, rather than just one, and
reduces the capital expenditures necessary to bring broadband service to a
particular customer building. In addition, the use of point-to-multipoint
technology gives the Company the unique ability to allocate and share network
capacity on an as-needed basis and supply customers with bandwidth-on-demand to
address their dynamic capacity needs.
(3) THE MAYSCOM BUSINESS STRATEGY. We expect that continued advances in
technology will make available to businesses an increasingly comprehensive range
of communications services and applications designed to help them operate more
effectively. These services and applications will drive the continued increase
in demand for broadband communications capacity. Our objective is to become a
leading single-source provider of communications capacity, applications and
related services for businesses in its target markets. The strategy is to
exploit the low-cost characteristics of the Company s fixed wireless facilities
to deliver last-mile, broadband connections to a wider market. The relatively
low cost and comparatively short time required to connect the Company s network
to a building, as compared to fiber, allows it to offer broadband services to a
far wider addressable market than is possible for fiber-based or other broadband
service providers. Because this cost is relatively low, it can often be
recaptured by revenues derived from a single customer in the building. As a
result, the profitability of incremental customers increases dramatically.
(4) STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCT OR SERVICE. None.
(5) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS REGISTRANT'S
COMPETITIVE POSITION IN THE INDUSTRY. We are entering a highly competitive
industry. Competition is intense and the intensity can be expected to increase.
Many larger and better capitalized firms may be expected to compete intensely
for customers of like or similar services. The long distance telephony market
and, in particular, the Internet telephony market, is highly competitive. There
are several large and numerous small competitors, and we expect to face
continuing competition based on price and service offerings from existing
competitors and new market entrants in the future. The principal competitive
factors in the market include price, quality of service, breadth of geographic
presence, customer service, reliability, network capacity and the availability
of enhanced communications services.
Many of our competitors have substantially greater financial, technical and
marketing resources, larger customer bases, longer operating histories, greater
name recognition and more established relationships in the industry than we
have. As a result, certain of these competitors may be able to adopt more
aggressive pricing policies, which could hinder our ability to market our
Internet telephony services. One of our key competitive advantages is the
ability to route calls through Internet service providers, which allows us to
bypass the international settlement process and realize substantial savings
compared to traditional telephone service. Any change in the regulation of an
Internet service provider could force us to increase prices and offer rates that
are comparable to traditional telephone call providers. We believe that the
primary competitive factors determining success in the Internet and IP
communications market are: quality of service, the ability to meet and
anticipate customer needs through multiple service offerings, responsive
customer care services, and price. Future competition could come from a variety
of companies both in the Internet and telecommunications industries. These
industries include major companies who have greater resources and larger
subscriber bases than we have, and have been in operation for many years. We
also compete in the growing market of discount telecommunications services
including calling cards, prepaid cards, call-back services, dial-around or 10-10
calling and collect calling services.
Traditional Telecommunications Carriers. Several traditional
telecommunications companies, including industry leaders such as AT&T, Sprint,
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Deutsche Telekom, MCI WorldCom and Qwest Communications International have
recently announced their intention to offer enhanced Internet and IP
communications services in both the United States and internationally. All of
these competitors are significantly larger than we are and have substantially
greater financial, technical and marketing resources, larger networks, a broader
portfolio of services, stronger name recognition and customer loyalty,
well-established relationships with many of our target customers, and an
existing user base to which they can cross-sell their services
In addition, we compete in the market for Internet telephony services with
companies that produce software and other computer equipment that may be
installed on a user's computer to permit voice communications over the Internet.
Current Internet telephony products include VocalTec Communications, Ltd.'s
Internet Phone, QuarterDeck Corporation's WebPhone and Microsoft's NetMeeting.
Also, a number of large companies, including Cisco Systems, Inc., Lucent
Technologies, Inc., Northern Telecom Limited, Nuera Communications and Dialogic
Corp. offer or plan to offer server-based Internet telephony products. These
products are expected to allow communications over the Internet between parties
using a multimedia PC and a telephone and between two parties using telephones.
(6) SOURCES OF AND AVAILABILITY OF RAW MATERIALS AND THE NAMES OF
PRINCIPAL SUPPLIERS. Not Applicable.
(7) DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS. Not Applicable. We have
not launched operations.
(8) PATENTS, TRADEMARKS, LICENSES, FRANCHISES, CONCESSIONS, ROYALTY
AGREEMENTS OR LABOR CONTRACTS. None.
(9) NEED FOR ANY GOVERNMENT APPROVAL OF PRINCIPAL PRODUCTS OR SERVICES
AND STATUS. We are entering a regulated industry. We would expect to incur
expenses to comply with regulations of the Federal Communications Commission as
applicable to our business. There may be ancillary requirements to comply with
State or Local regulations. We have yet to determine comprehensively all of the
regulations which will apply to our business.
(10) EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE
BUSINESS. Congress has recently adopted legislation that regulates certain
aspects of the Internet, including online content, user privacy, taxation,
access charges, liability for third-party activities and jurisdiction. In
addition, a number of initiatives pending in Congress and state legislatures
would prohibit or restrict advertising or sale of certain products and services
on the Internet, which may have the effect of raising the cost of doing business
on the Internet generally. The European Union has also enacted several
directives relating to the Internet, one of which addresses online commerce. In
addition, federal, state, local and foreign governmental organizations are
considering other legislative and regulatory proposals that would regulate the
Internet. Increased regulation of the Internet may decrease its growth, which
may negatively impact the cost of doing business via the Internet or otherwise
materially adversely affect our business, results of operations and financial
condition.
The Federal Trade Commission has proposed regulations regarding the
collection and use of personal identifying information obtained from individuals
when accessing Web sites, with particular emphasis on access by minors. These
regulations may include requirements that companies establish certain procedures
to disclose and notify users of privacy and security policies, obtain consent
from users for certain collection and use of information and to provide users
with the ability to access, correct and delete personal information stored by
the Company. These regulations may also include enforcement and redress
provisions. There can be no assurance that we will adopt policies that conform
to any regulations adopted by the FTC. Moreover, even in the absence of those
regulations, the FTC has begun investigations into the privacy practices of
companies that collect information on the Internet. One investigation resulted
in a consent decree pursuant to which an Internet company agreed to establish
programs to implement the principles noted above. We may become subject to a
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similar investigation, or the FTC's regulatory and enforcement efforts may
adversely affect the ability to collect demographic and personal information
from users, which could have an adverse effect on our ability to provide highly
targeted opportunities for advertisers and electronic commerce marketers. Any of
these developments would materially adversely affect our business, results of
operations and financial condition.
The European Union has adopted a directive that imposes restrictions on the
collection and use of personal data. Under the directive, citizens of the
European Union are guaranteed rights to access their data, rights to know where
the data originated, rights to have inaccurate data rectified, rights to
recourse in the event of unlawful processing and rights to withhold permission
to use their data for direct marketing. The directive could, among other things,
affect United States companies that collect information over the Internet from
individuals in European Union member countries, and may impose restrictions that
are more stringent than current Internet privacy standards in the United States.
In particular, companies with offices located in European Union countries will
not be allowed to send personal information to countries that do not maintain
adequate standards of privacy. The directive does not, however, define what
standards of privacy are adequate. As a result, the directive may adversely
affect the activities of entities such as us that engage in data collection from
users in European Union member countries.
Several states have also proposed legislation that would limit the uses of
personal user information gathered online or require online services to
establish privacy policies. Changes to existing laws or the passage of new laws
intended to address these issues could reduce demand for our services or
increase the cost of doing business.
(11) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(12) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable.
(13) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have one
Officer and Director at this time.
(14) YEAR 2000 COMPLIANCE, EFFECT ON CUSTOMERS AND SUPPLIERS. We have
encountered no Year 2000 compliance issues or problems.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
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(A) PLAN OF OPERATION: NEXT TWELVE MONTHS.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
have substantial cash requirements for the next twelve months, for the reason
that we anticipate considerable expenses in researching and compliance with
regulatory filings, and launching our activities during the next twelve months,
in addition to compliance with our reporting requirements.
Reference is made to Note 3, Going Concern, of the Registrant's Audited
Financial Statements: The Company's financial statements are prepared using the
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 no current source of
revenue. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan to seek
additional capital through a merger with an existing operating company.
Whereas consideration was given to attracting capital to achieve our plan,
through a business combination, we have determined that such a plan is not
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feasible or attractive for our shareholders. We are not a candidate for
acquisition and intend to pursue our business plan. Since the end of 1999, we
have acquired cash of about $100,000. This amount is sufficient to sustain us in
pre-launch development mode, but is not considered sufficient to launch
operations.
In order to achieve significant revenues, it will be necessary for us to
pursue capital formation in two or more phases. The first phase will most likely
be an additional private placement, or limited offering to accredited or
sophisticated investors. We think that we would require an infusion of
$250,000.00 to accomplish our first phase, to launch operations. These amounts
would be allocated to legal and professional expenses to meet our regulatory
requirements, both applicable to our business, and for our continued compliance
with the Securities Exchange Act of 1934, for our continuing audit, for web-site
maintenance and up-grades, and a minimal staff of a few employees. Unless we are
able to achieve this level of additional funding, we may not be able to launch
operations in the next twelve months.
As a practical matter, we have exhausted our ability to raise funds as a
non-trading company. In order to pursue capital expansion, our common stock must
be quotable for purchase and sale in brokerage transactions, to provide
investors with minimal confidence that a market value for our common stock can
be ascertained.
It is not at all clear that this first phase of funding will provide
sufficient working capital to sustain our operations until profitability can be
achieved. It is likely that we would attain significant revenues before such
revenues rise to the level of profitability, such that we may be required to
incur quarterly and annual deficits, even after significant revenues are
established.
It is management's intention to seek additional second phase funding, as
soon as revenues establish the potential viability of our operation, to sustain
those operations until true profitability is achieved. The amount of such a
second phase offering, and the method of offering have not been determined, and
are difficult to determine in advance of completion of our first phase funding
and launch of operations. While it may be possible to approach the second phase
by a private offering, it is likely that we would pursue a registered public
offering, without underwriting, of a sufficient number of shares to meet our
needs as then determined.
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though it may cease to be required to do so,
after the effectiveness of this 1934 Act registration. It is in our compelling
interest to report our affairs quarterly, annually and currently, as the case
may be, generally to provide accessible public information to interested
parties, and also specifically to establish and maintain our qualification for
the OTCBB.
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
(1) OPERATIONS AND RESULTS FOR THE PAST TWO FISCAL YEARS. We have not
launched our operations and have recently modified and substantially refined our
business plan. We had no significant operations during the past several years.
We have recorded no revenues or expenses during that time. Beginning with this
year 2000, we have incurred legal, professional and auditing expenses totalling
$4,250, as of May 31, 2000.
(2) FUTURE PROSPECTS. Our business plan is deemed to be ambitious, in
the light of competitive factors, and the need for substantial capital and
investor support before significant revenues. The risks of business failure
cannot be ignored. There is no assurance that we can attract the capital we
need, and no guaranty that even if we achieve our desired funding, and launch
operations, that our program will succeed. Even if successfully launched and
funded, there is no guaranty that our business will prove profitable over time,
or that new technologies will not obviate our program or impose on us additional
costs to re-tool or change or method of operation.
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Investment in our corporation must be deemed highly speculative for the
present and indefinite future.
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ITEM 3. DESCRIPTION OF PROPERTY.
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The Registrant has no property and enjoys the non-exclusive use of offices
and telephone of its officers and attorneys. Reference is made to Note 5,
Related Party Transactions, of the Registrant's Audited Financial Statements:
"The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial to
the financial statements and, accordingly have not been reflected therein."
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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.
The Remainder of this Page is Intentionally left Blank
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TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Ownership
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Miller Mays III 4,400,000 54.70
4 Normandy Drive
Kenner LA 70065
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All Officers and Directors as a Group 4,400,000 54.70
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Total Shares Issued and Outstanding 8,444,000 100.00
=========================================================
</TABLE>
(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 of our Registrant.
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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.
Miller L. Mays, III, 55, Sole Officer and Director, brings management experience
to the Registrant, of which he has been the sole officer since its original
inception, June 13, 1990. From 1994 until December 14, 1998 he was the president
and CEO of Innovest Capital Sources Corporation, a Colorado corporation, and
also president of Telco Holdings Corporation, a Joint Venture Partner with Grace
Medical Billings of New Orleans. From 1989-1992 he was Vice President and C.E.O.
of JDI International Telecommunications, Inc. (built an international toll
system in Eastern Russia, which was sold to Midcom of Seattle); from 1987- 1991,
Chairman of the Board of MRCS, the largest medical collection agency in
Louisiana, and also President of PMF Capital, Inc. (Funded medical receivables).
From 1981-1984, he was Vice President, Director and Founder of Telemarketing,
Inc., a Long distance reseller; and from 1973-1979, District Manager of Ryder
Truck Rental, Inc. Mr. Mays was educated at Louisiana Tech University, Ruston
Louisiana. He is a resident of Louisiana and married with two children.
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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. Present management is not expected to be the subject of
such compensation then. Such future plan of compensation as may be adopted after
acquisition would be expected to encompass new management and not present
management. Present management has indicated previously that it will not be
compensated by any finders fees or other indirect compensation for its services
as management on behalf of shareholders. Management is beneficially interested
in the share ownership of the principal shareholder and expects to profit
thereby, and only thereby, upon effecting a profitable acquisition for the
benefit of all shareholders.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
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There are no material relationships or related transactions except as
disclosed in Item 4, and the table and notes.
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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 100,000,000 shares of a single class of Common Voting Stock, of par value
$0.001, of which 8,444,000 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. All shares of Common Stock enjoy
equal dividend rights. There are no provisions in the Articles of Incorporation
or By-Laws which would delay, defer or prevent a change of control.
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 Section 3 of the Securities Act of 1933. Securities which 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 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.
UNRESTRICTED SHARES OF COMMON STOCK. A total of 8,444,000 shares are issued and
outstanding. 4,400,000 shares are held by affiliates of the Registrant. The
affiliate shares were issued pursuant to Section 4(2) of the 1933 Act, and are
more than one year old. Rule 144 would permit affiliate resales in limited
amounts, normally; however, it is the opinion of our Special Securities Counsel
that these sole founder's shares are probably not entitled to reliance on Rule
144(e)(1) for resale in brokerage transactions at this time. It cannot now be
determined when such reliance might be available. The reasons for this
uncertainty lies in the fact that the issuer has not launched operations and has
no revenues. It is reasonable to assume that resales by the sole founder at this
stage might not be the kind of ordinary transaction contemplated by 4(1) of the
1933 Securities Act, and Rule 144.
4,044,000 shares are owned by non-affiliates of the Registrant. Of these,
3,600,000 are believed to be unrestricted securities which could be sold in
11
<PAGE>
brokerage transactions in compliance with Rule 144. Of those non-affiliate
shares 444,000 are new investment shares less than one year old, and are
Restricted Securities not entitled to resale in brokerage transactions until
about March 28, 2001.
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 Company'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 share 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
issuers with net tangible assets less than $2,000,000 (if the issuer 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 Company'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 Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of the common
stock of this Registrant, consideration must be given to the Blue Sky laws and
regulations of each State or jurisdiction in which a shareholder wishing to
re-sell may reside. This Registrant has taken no action to register or qualify
its common stock for resale pursuant to the "Blue Sky" laws or regulations of
any State or jurisdiction. Accordingly offers to buy or sell the existing
securities of this Registrant may be unlawful in certain States.
The Remainder of this Page is Intentionally left Blank
12
<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 has never traded
Over the Counter on the Bulletin Board ("OTCBB"), or the Pink Sheets or
otherwise. There has been no market activity of any kind in the securities of
this Registrant.
(B) HOLDERS. There are presently 214 shareholders of our common stock.
(C) DIVIDENDS. No dividends have been paid by the Company on its Common Stock
or other Stock and no such payment is anticipated in the foreseeable future.
--------------------------------------------------------------------------------
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 our financial statements.
--------------------------------------------------------------------------------
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
--------------------------------------------------------------------------------
On March 28, 2000, we placed and sold 444,000 (post-forward) new investment
shares, at $0.25 per share to 13 highly sophisticated investors, known and
determined by management to be sophisticated investors with pre-existing
relationships to management. The determination of the sophistication of
Investors was made in consideration of their respective incomes, net worth, and
investment experience.
--------------------------------------------------------------------------------
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
--------------------------------------------------------------------------------
There is no provision in the Articles of Incorporation, nor the By-Laws of
the Corporation, nor any Resolution of the Board of Directors, providing for
indemnification of Officers or Directors. The Registrant is aware of certain
provision of the Nevada Corporate Law which affects indemnity of Officers or
Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
13
<PAGE>
--------------------------------------------------------------------------------
PART F/S
FINANCIAL STATEMENTS PAGE
F-1 Audited Financial Statements for the years ended December 31, 1999,
1998, 1997, and from inception June 13, 1990. 15
--------------------------------------------------------------------------------
FINANCIAL STATEMENTS PAGE
F-2 Un-Audited Financial Statements for the five months ended May 31, 2000.
27
================================================================================
14
<PAGE>
--------------------------------------------------------------------------------
F-1
AUDITED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 1998, 1997,
AND FROM INCEPTION JUNE 13, 1990.
--------------------------------------------------------------------------------
15
<PAGE>
--------------------------------------------------------------------------------
NNN-HUNTOR ASSOCIATES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
DECEMBER 31, 1999
DECEMBER 31, 1998
DECEMBER 31, 1997
--------------------------------------------------------------------------------
16
<PAGE>
TABLE OF CONTENTS
INDEPENDENT AUDITORS REPORT 18
ASSETS 19
LIABILITIES AND STOCKHOLDERS EQUITY 20
STATEMENTS OF OPERATIONS 21
STATEMENTS OF STOCKHOLDERS EQUITY 22
STATEMENT OF CASH FLOWS 23
NOTES TO FINANCIAL STATEMENTS 24 - 26
17
<PAGE>
BARRY L. FRIEDMAN, PC.
CERTIFIED PUBLIC ACCOUNTANT
1582 TULITA DRIVE
LAS VEGAS, NEVADA 89123
INDEPENDENT AUDITORS' REPORT
BOARD OF DIRECTORS
NNN-HUNTOR ASSOCIATES, INC.
KENNER, LOUISIANA
JANUARY 17, 2000
I have audited the accompanying Balance Sheets of NNN-Huntor Associates,
Inc., as of December 31, 1999, December 31, 1998, and December 31, 1997, AND THE
related STATEMENTS OF OPERATIONS, stockholders' equity and cash flows for the
three years ended December 31, 1999, December 31, 1998, and December 31, 1997.
These financial statements are the responsibility of the Company's management.
My responsibility is to express an opinion on these financial statements based
on my audit.
I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NNN-Huntor Associates, Inc.,
as of December 31, 1999, December 31, 1998, and December 31, 1997, and the
results of its operations and cash flows for the three years ended December 31,
1999, December 31, 1998, and December 31, 1997, in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
management's plan in regard to these matters are also described in Note #3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/
Barry L. Friedman
Certified Public Accountant
18
<PAGE>
NNN-HUNTOR ASSOTIATES, INC.
(A Development Stage Company)
Assets
<TABLE>
<CAPTION>
<S> <C> <C> <C>
December December December
31, 1999 31, 1998 31, 1997
-----------------------------------------------------
ASSETS
Current Assets $ 0 $ 0 $ 0
--------- --------- ---------
Total Current Assets $ 0 $ 0 $ 0
--------- --------- ---------
Other Assets $ 0 $ 0 $ 0
--------- --------- ---------
Total Other Assets $ 0 $ 0 $ 0
--------- --------- ---------
Total Assets $ 0 $ 0 $ 0
========= ========= =========
</TABLE>
The accompanying notes are an integral part of these financial statements.
19
<PAGE>
NNN-HUNTOR ASSOTIATES, INC.
(A Development Stage Company)
Liabilities and Stockholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C>
December December December
31, 1999 31, 1998 31, 1997
---------------------------------------------------------------------
Current Liabilites $ 0 $ 0 $ 0
---------- ---------- ----------
Total Current Liabilites $ 0 $ 0 $ 0
---------- ---------- ----------
Stockholders' Equity (Note #1)
Common Stock, par value $.01
authorized 2,500,000 shares
issued and outstanding at
December 31, 1997-200,000 shares $ 0 $ 0 $ 2,000
December 31, 1998-200,000 shares $ 0 $ 2,000 $ 0
December 31, 1999-200,000 shares $ 2,000 $ 0 $ 0
Additional Pain in Capital $ 0 $ 0 $ 0
Deficit accumulated during
the development stage ($2,000) ($2,000) ($2,000)
---------- ---------- ----------
Total Stockholders Equity $ 0 $ 0 $ 0
---------- ---------- ----------
Total Liabilities and
Stockholders' Equity $ 0 $ 0 $ 0
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
20
<PAGE>
NNN-HUNTOR ASSOTIATES, INC.
(A Development Stage Company)
Statement of Operations
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Year Year Year
Ended Ended Ended Ended
December 31, December 31, December 31, December 31,
1999 1998 1997 1999
Income $ 0 $ 0 $ 0 $ 0
Expenses
General and Administrative $ 0 $ 0 $ 0 $ 2,000
Total Expenses $ 0 $ 0 $ 0 $ 2,000
Net Profit (Loss) $ 0 $ 0 $ 0 ($2,000)
Net Profit (Loss)
per weighted share (Note #1) $ 0 $ 0 $ 0 ($0.0100)
Weighted average
number of common shares outstanding 200,000 200,000 200,000 200,000
</TABLE>
The accompanying notes are an integral part of these financial statements.
21
<PAGE>
NNN-HUNTOR ASSOTIATES, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Additional
Common Stock Paid-In Accumulated
Share Amount Capital Deficit
----------------------------------------------------------------------
Balance,
December 31, 1996 200,000 $ 2,000 $ 0 ($2,000)
Net Loss year ended
December 31, 1997 0 $ 0 $ 0 $ 0
------------ ------- ----------- -------------
Balance,
December 31, 1997 200,000 $ 2,000 $ 0 ($2,000)
Net Loss year ended
December 31, 1998 0 $ 0 $ 0 $ 0
------------ ------- ----------- -------------
Balance,
December 31, 1998 200,000 $ 2,000 $ 0 ($2,000)
Net Loss year ended
December 31, 1999 0 $ 0 $ 0 $ 0
------------ ------- ----------- -------------
Balance,
December 31, 1999 200,000 $ 2,000 $ 0 ($2,000)
============ ======= =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
22
<PAGE>
NNN-HUNTOR ASSOTIATES, INC.
(A Development Stage Company)
Statement Cash Flows
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Year Year June 13, 1990
Ended Ended Ended (inception)
December 31, December 31, December 31, to December 31,
1999 1998 1997 1999
-------------------------------------------------------------------------------------------------
Cash Flows from
Operating Activities (Loss) $ 0 $ 0 $ 0 ($2,000)
Changes in Assets and Liabilites $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -----------------
Net Cash used in
Operating Activites $ 0 $ 0 $ 0 $ (2,000)
Cash Flows from
Investing Activities $ 0 $ 0 $ 0 $ 0
Cash Flows from
Financing Activities
Issue common stock for cash $ 0 $ 0 $ 0 $ 2,000
------------- ------------- ------------- -----------------
Net Increase (decrease) in cash $ 0 $ 0 $ 0 $ 0
Cash, beginning of period $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -----------------
Cash, end of period $ 0 $ 0 $ 0 $ 0
============= ============= ============= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
23
<PAGE>
NNN-HUNTOR ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999, December 31, 1998, and December 31, 1997
NOTE i - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized June 13, 1990, under the laws of the State of
Nevada, as NNN-Huntor Associates, Inc. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.
On June 13, 1990, the company issued 200,000 common shares of its
authorized 2,500,000 common shares of $0.01 par value common stock for $
2,000.00 of cash.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method OF accounting.
2. Earnings per share is computed using the weighted average number
of shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. The Company has adopted a year end of December 31.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the 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 no current source of revenue Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options to acquire any additional shares of common
stock.
24
<PAGE>
NNN-HUNTOR ASSOCIATES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS CONTINUED
December 31, 1999, December 31, 1998, and December 31, 1997
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. Office
services are provided without charge by a director. Such costs are immaterial
to the financial statements and, accordingly, have not been reflected therein.
The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities. If a specific business opportunity becomes available ' such
persons may face a conflict in selecting between the Company and their other
business interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 6 - OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company may advance funds on
behalf of the Company to pay for any costs incurred by it. These funds are
interest free. As December 31, 1999, no funds have been advanced.
25
<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
To Whom It May Concern:
The firm of Barry L. Friedman, P.C., Certified Public Accountant consents
to the inclusion of their report of January 17, 2000, on the Financial
Statements of NNN-Huntor Associates, Inc., as of December 31, 1999, in any
filings that are necessary now or in the near future with the U.S. Securities
and Exchange Commission.
Very truly yours,
/s/
Barry L. Friedman
Certified Public Accountant
26
<PAGE>
--------------------------------------------------------------------------------
F-2
UN-AUDITED FINANCIAL STATEMENTS
FOR THE FIVE MONTHS ENDED
MAY 31, 2000
--------------------------------------------------------------------------------
27
<PAGE>
TABLE OF CONTENTS
BALANCE SHEETS 29
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT 30
STATEMENT OF STOCKHOLDERS EQUITY 31
STATEMENTS OF CASH FLOW 32
NOTES TO FINANCIAL STATEMENTS 33 - 34
28
<PAGE>
MAYSCOM, INC.
BALANCE SHEETS (UNAUDITED)
For the fiscal years ended December 31, 1998 and 1999
And the five month periods ended May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
May 31, December 31,
2000 1999 1999 1998
--------- -------- -------------- --------
ASSETS
CURRENT ASSETS
Cash $106,750 $ 0 $ 0 $ 0
Total Current Assets 106,750 0 0 0
TOTAL ASSETS $106,750 $ 0 $ 0 $ 0
========= ======== ============== ========
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized
100,000,000 shares; issued and outstanding,
8,000,000 shares and 8,444,000 shares 8,444 8,000 8,000 8,000
Additional paid-in capital 104,556 (6,000) (6,000) (6,000)
Accumulated Surplus (Deficit) (6,250) (2,000) (2,000) (2,000)
--------- -------- -------------- --------
Total Stockholders' Equity 106,750 0 0 0
--------- -------- -------------- --------
STOCKHOLDERS' EQUITY $106,750 $ 0 $ 0 $ 0
========= ======== ============== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
MAYSCOM, INC.
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
For the fiscal year ended December 31, 1999
And the five month periods ended May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
June 13, 1990
(inception)
May 31, to May 31,
2000 1999 2000
----------- ---------- ---------------
Revenues $ 0 $ 0 $ 0
----------- ---------- ---------------
Total Expenses 4,250 0 6,250
----------- ---------- ---------------
Net Income (Loss) ($4,250) $ 0 ($6,250)
=========== ========== ===============
Earnings (Loss) per Share ($0.00053) $ 0 ($0.00078)
=========== ========== ===============
Weighted average number
of shares outstanding 8,000,000 8,000,000 8,000,000
=========== ========== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
30
<PAGE>
MAYSCOM, INC.
STATEMENT OF STOCKHOLDERS (DEFICIT) EQUITY
For the period from inception (June 13, 1990) through December 31, 1990,
And for the years ended December 31, 1991 through December 31, 1999
And the five month period ended May 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Accumulated Total Stock-
Number of Par Paid-In Surplus holders' Equity
Shares Value Capital (Deficit) (Deficit)
------------ ------ ------------ ------------- -----------------
Inception (June 13, 1990) -0- $ 0 $ 0 $ 0 $ 0
Inception through December
31, 1990: Stock issued for
cash and services 8,000,000 8,000 (6,000) (220) 1,780
Year ended December 31, 1991 0 0 0 (400) 1,380
Year ended December 31, 1992 0 0 0 (400) 980
Year ended December 31, 1993 0 0 0 (400) 580
Year ended December 31, 1994 0 0 0 (400) 180
Year ended December 31, 1995 0 0 0 (180) 0
Year ended December 31, 1996 0 0 0 0 0
Year ended December 31, 1997 0 0 0 0 0
Year ended December 31, 1998 0 0 0 0 0
Year ended December 31, 1999 0 0 0 0 0
Sale of Common stock for
cash @ $.25 per share 444,000 444 110,556 0 0
Net loss during period ended
May 31, 2000 0 0 0 (4,250) 0
Balances, May 31, 2000 8,444,000 $8,444 $ 104,556 ($6,250) $ 106,750
============ ====== ============ ============= =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
31
<PAGE>
MAYSCOM, INC.
STATEMENT OF CASH FLOW (UNAUDITED)
For the fiscal year ended December 31, 1999
And the five month periods ended May 31, 1999 and 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C>
June 13, 1990
(inception)
May 31, to May 31,
2000 1999 2000
-------- ----- --------------
Operating Activities
Net Income (Loss) ($4,250) $ 0 ($6,250)
-------- ----- --------------
Total working capital (used) (4,250) 0 (6,250)
-------- ----- --------------
Increase (Decrease) in
working capital (4,250) 0 (6,250)
-------- ----- --------------
Cash flows from financing
activities; sale of common stock 111,000 0 113,000
Net increase (decrease) in cash 106,750 0 106,750
-------- ----- --------------
Cash at Beginning of Period -0- 0 0
Cash at End of Period 106,750 -0- 106,750
======== ===== ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
32
<PAGE>
MAYSCOM, INC.
NOTES TO FINANCIAL STATEMENTS
for the fiscal year ended December 31, 1999
and for the periods ended May 31, 1999 and 2000
1 -FORMATION AND OPERATIONS OF THE COMPANY
MaysCom, Inc., (the "Company"), was incorporated under the laws of the State of
Nevada on June 13, 1990 to enter the business of purchasing and reselling long
distance services. In January, 2000, the Company was reorganized to take
advantage of the large market for provision of access to the broadband network
by the sub-contracting of "hub site buildings" and then providing the client
with connection to the hub site via microwave, a service known in the business
as the "last mile". The Company is authorized to issue 100,000,000 Common
Shares each with a par value of $0.001. During 1990, the Board of Directors and
Shareholders of the Company authorized the issuance of 4,400,000 shares of
Common Stock to its organizer and 3,600,000 shares of its Common Stock pursuant
to Section 4 (2). In January 2000, the Board of Directors and Shareholders of
the Company authorized the issuance of a minimum of 400,000, and a maximum of
500,000 shares of its Common Stock in a Regulation D, 506 offering. As of the
date of these statements 444,000 shares have been sold pursuant to that
offering.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained and
prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year end for accounting and tax purposes is
December 3 1.
(c) ORGANIZATION COSTS
The Company incurred $2,000 of organization costs in 1990. These costs, which
were paid by shareholders of the Company and which were exchanged for 8,000,000
shares of common stock having a par value of $8,000 and additional paid-in
capital of ($6,000). These costs were amortized on a straight line method over
a 60 month period. These costs will be recovered only if the Company is able to
generate a positive cash flow from operations.
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows, Cash
Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whatever cash amounts included on the Company's Statements of Cash Flow,
however, will be comprised exclusively of cash.
33
<PAGE>
MaysCom, Inc.
Notes to Financial Statements
for the fiscal year ended December 31, 1999 and for the periods ended May 31,
1999 and 2000 continued
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) PROPERTY:
The Company's offices and all of its records are located at 4 Normandy Drive,
Kenner, LA 70065.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has paid no cash compensation to its officers or
directors. Officers of the Company will be reimbursed for out-of-pocket
expenses and may be compensated for the time they devote to the Company. In
addition, Officers may receive compensation for services performed on behalf of
the Company. The terms of any such compensation will be determined on the basis
of the nature and extent of the services which may be required and will be no
less favorable to the Company than the charges for similar services made by
independent third parties who are similarly qualified. No officer or director
is required to make any specific amount or percentage of his business time
available to the Company.
4-STOCKHOLDERS'EQUITY.
The Company, as originally incorporated in Nevada, was authorized to issue
2,500,000 shares of common stock having a par value of $0.01. In January 2000
the Company was reincorporated in Nevada with a capitalization of 100,000,000
shares authorized at $0.001 par value each. During 1990, 8,000,000 post split
and post recapitalization shares of Common Stock, were authorized for issuance
in exchange for organizational costs which were valued by management at a net
total of $2,000. In January, 2000, the Company authorized a change in
capitalization to authorize 100,000,000 common shares each with a par value of
$0.001 and a 40 for one forward split of its issued and outstanding shares. All
presentations of stockholders' equity within these statements have been stated
as if the recapitalization and forward split had been in effect since inception.
In March 2000, 444,000 shares of Common Stock, were issued in exchange for cash
of $111,000.
5-INCOME TAXES:
Deferred income taxes are reported for temporary differences between items of
income or expense reported in the financial statements and those reported for
income tax purposes. The Company incurred net operating losses for the years
ended December 31, 1990 through January 31, 1995 and during the first two months
of 2000. These net operating losses, which will begin to expire in the year
2005, do not create a deferred tax asset pending demonstration of the Company's
future profitability. As such, no provision has been recorded on the books.
34
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PART III
ITEM 1. INDEX TO EXHIBITS.
--------------------------------------------------------------------------------
Exhibit Index
Exhibit Table Category / Description of Exhibit Page Number
Table
#
--------------------------------------------------------------------------------
[2] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
2.1 Current Articles of Incorporation: January 21, 2000. 37
2.2 Articles of Amendment: January 25, 2000. 40
2.3 By-Laws 42
2.4 Original Articles of Incorporation: June 13, 1990 51
================================================================================
35
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
MAYSCOM, INC.
(formerly NNN-HUNTOR ASSOCIATES)
by
/s/
Miller Mays III
sole Officer and Director
36
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--------------------------------------------------------------------------------
EXHIBIT 2.1
ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------
37
<PAGE>
ARTICLES OF INCORPORATION
OF
NNN-HUNTOR ASSOCIATES, INC.
ARTICLE I. The name of the Corporation is NNN-HUNTOR ASSOCIATES, 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
100,000,000 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
$100,000. 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.
38
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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,
Dated: January 21, 2000.
/s/
William Stocker
Attorney at Law
Incorporator
39
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--------------------------------------------------------------------------------
EXHIBIT 2.2
ARTICLES OF AMENDMENT
--------------------------------------------------------------------------------
40
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF
NNN-HUNTOR ASSOCIATES, INC.
(BEFORE PAYMENT OF CAPITAL OR ISSUANCE OF STOCK)
The Incorporator/Directors of the Corporation William Stocker certifies
that:
1. He constitutes 100% of the original incorporators and directors of
NNN-HUNTOR ASSOCIATES, INC.
2. The Original Articles were filed in the Office of the Secretary of State
on January 21, 2000.
3. As of the date of this Certificate, no stock of the corporation has been
issued.
4. They hereby adopt the following amendment(s) to the Articles of this
Corporation:
ARTICLE I IS AMENDED TO READ AS FOLLOWS:
ARTICLE I. The Name of the Corporation is Mayscom, Inc.
5. In all other respects, the Articles of Incorporation remain unchanged.
Dated: January 24, 2000
/s/ /s/
William Stocker William Stocker
Incorporator or Director Incorporator or Director
41
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EXHIBIT 2.3
BY-LAWS
--------------------------------------------------------------------------------
42
<PAGE>
BY-LAWS
OF
MAYSCOM, 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 determine 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 (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
43
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the direction of the president, or secretary, or the officer or persons 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 the day as of which stockholders entitled 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 prescribed 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 (10) 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
(10) 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 majority 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 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.
44
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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.
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.
45
<PAGE>
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.
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.
46
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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.
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.
47
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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.
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.
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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.
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 1st 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.
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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".
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 January 25, 2000.
Miller Mays III
Miller Mays III
Secretary
50
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--------------------------------------------------------------------------------
EXHIBIT 2.4
ORIGINAL ARTICLES OF INCORPORATION
--------------------------------------------------------------------------------
51
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ARTICLES OF INCORPORATION
OF
NNN-HUNTOR ASSOCIATES, INC.
First: The name of the corporation is: NNN-Huntor Associates, Inc.
Second: Its principal place in the State of Nevada is located at 1000
East William Street, Suite 100, Carson City, Nevada 89701, that this corporation
may maintain an office, or offices, in such other place within or without the
State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said corporation, and that this Corporation may
conduct all Corporation business of every kind and nature, including the holding
of all meetings of Directors and Stockholders, outside the State of Nevada as
well as within the State of Nevada.
Third: The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs
of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make by-laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transactions of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. The use of a seal or stamp by the corporation on any
corporate documents is not necessary. The corporation may use a seal or stamp,
if its desires, but such use or nonuse shall not in any way affect the legality
of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
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rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange, debentures,
and other obligations and evidences of indebtedness, payable at a specified time
or times, or payable upon the happening of a specified event or events, whether
secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, pledge or otherwise dispose of the shares of the capital
stock of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other state
or government, and, while owners of such stock, bonds, securities or evidences
of indebtedness, to exercise all rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have power to do all and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.
Fourth: That the total number of voting common stock authorized that
may be issued by the Corporation is Two Million Five Hundred Thousand
(2,500,000) shares of stock with $.01 nominal or par value and no other class of
stock shall be authorized. Said shares with $.01 nominal or part value may be
issued by the corporation from time to time for such consideration as may be
fixed from time to time by the Board of Directors.
Fifth: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced by less
than one (1).
The name and post office address of the first Board of Directors shall be
one (1) number and listed as follows:
NAME POST OFFICE ADDRESS
Lewis E. Laughlin 1000 East William Street, Suite 100
Carson City, Nevada 89701
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Sixth: The capital stock, after the amount of the subscription price or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the incorporation.
Seventh: The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Lewis E. Laughlin 1000 East William Street, Suite 100
Carson City, Nevada 89701
Eighth: The resident agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the principal or statutory address of this
corporation in the State of Nevada, shall be:
1000 East William Street, Suite 100
Carson City, Nevada 89701
Ninth: The corporation is to have perpetual existence.
Tenth: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid, in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its goodwill and its corporate franchises, upon such
terms and conditions as its board of Directors deems expedient and for the best
interests of the Corporation.
1 Eleventh: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
54
<PAGE>
Twelfth: No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director of officers (i) for acts or
omissions which involve intentional misconduct, fraud or knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
Thirteenth: This Corporation reserves the right to amend, alter, change
or repeal any provision contained in the Articles of Incorporation, in the
manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are granted
subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to 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, accordingly here
hereunto set my hand this 7th day of June, 1990.
\s\
Lewis E. Laughlin
STATE OF NEVADA )
) SS:
CARSON CITY )
On this 7th day of June, 1990, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Lewis E. Laughlin
Known to me to be the person whose name is subscribed to the foregoing document
and acknowledged to me that he executed the same.
\s\
Notary Public
Lorree A. Ratto
Notary Public - Nevada
Carson City
My Appt. Expires Oct. 26, 1992
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously
named corporation.
6-7-90 /s/
Date Sandra Webb, Sales/Service Advisor
