FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
Under Section 12 (b) of (g) of the Securities Exchange Act of 1934
New Century Resources Corporation
(Name of Small Business Issuer in its charter)
Nevada
State or other jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or organization)
23 Themistodis Dervis Street, Third Floor, Nicosia, Cyprus NA
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number: 357-2-670076
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be registered Each class is to be registered
__________________________________________
Securities to be registered under Section 12(g) of the Act:
Common
(Title of class)
PART I
Item 1. DESCRIPTION OF BUSINESS
Business Development
Form and Year of Organization
New Century Resources Corporation (the "Company") was incorporated under
the laws of Utah on July 9, 1979 as WEM Petroleum, Inc. for the purpose of
engaging in the acquisition, exploration and development of mineral,
petroleum and natural gas properties.
Bankruptcy, receivership or similar proceedings
Neither the Company nor any of its predecessors has been subject to any
bankruptcy, receivership or similar proceeding.
Business of the Issuer
Inception and Intrastate Offering
To fund its original business purpose, WEM Petroleum, Inc. filed a
registration statement under the Utah Securities Act, and relied on the
exemption from federal registration provided for in Section 3(a)11, Rule 147,
of the Securities Act of 1933, as amended (the "Act"), for the purpose of
offering for sale an aggregate of 4,000,000 of its unregistered common shares
on an intrastate basis. The Issuer's Prospectus was declared effective on
September 19, 1979 and the Company closed its offering with all shares offered
sold to residents of the State of Utah for gross proceeds of $100,000. The
Company subsequently amended its Articles of Incorporation to increase in its
capital from 10,000,000 common shares authorized to 50,000,000 common shares
authorized
The Company's Operations in the Oil Industry
From inception through 1981, the Company conducted operations in the oil
and gas industry. Pursuant to an option granted the Company in August of
1979, the Company exercised its right to drill exploratory wells on 640 acres
in Cache County, Utah. Although various wells were drilled and completed, the
Company did not realize any revenues from these oil and gas operations. In
1984, the Company attempted to refocus its business efforts into the mining
industry by entering into an option to lease property and mining equipment in
Montana. It ceased any significant business operations in the latter part of
the 1980's when it failed to exercise the option, due to lack of funding. In
1988, the Company made an effort to commence conducting business again by
expanding its business purpose to include the marketing and development of
high-tech products. The Company's Board was also authorized to seek out
suitable candidates for acquisition or merger. In addition, the Company
authorized a reverse split of its issued and outstanding shares one (1) share
for ten (10) shares, although the same was never effected. The Company
ceased doing business until late 1993.
Agreement and Plan of Reorganization
On October 25, 1993, the Company entered in to an Agreement and Plan of
Reorganization with G.C. Gulf Western Trading Limited, a Cyprus corporation
("GC") and the sole shareholders of GC (the "Plan"), whereby the sole
shareholders of GC agreed to surrender all of their right, title and interest
in 250,000 shares of GC, which constituted all of the issued and outstanding
shares of GC, in exchange for the issuance by the Company of an aggregate of
10,000,000 unregistered shares of common stock of the Company. The
10,000,000 shares to be issued under the Plan were to be issued after giving
effect to the one (1) share for ninety-one (91) share reverse split of its
outstanding shares contemplated by the agreement. Such 10,000,000 post split
shares would have represented 95% of the then issued and outstanding shares of
the Company. Subsequent to the execution of the Plan, the agreement was
renegotiated and the GC shareholders agreed to take 7,200,000 post-split
shares of the Company in exchange for their 250,000 shares of GC instead of
the 10,000,000 shares authorized by the original agreement. When issued,
these 7,200,000 common shares constituted 93% of the then issued and
outstanding shares of the Company. By reason of this agreement, GC becoming
a wholly-owned subsidiary of the Company .
The Plan contained the normal and usual representations of both parties;
and, in addition, the Company agreed to call of Special Meeting of its
Shareholders for the purpose of ratifying and adopting certain resolutions
enabling the Company to (i) change its name to New Century Resources
Corporation; (ii) to elect a new Board of Directors namely, George
Christodoulou, Solon Piitarides, and Chloe Papadopoulou as members of the
Board (iii) to authorize restatement of the Company's Articles of
Incorporation to better reflect the Company's change in business and to
better reflect the effects of the new Utah Revised Business Corporations Act;
(iv) to ratify the plan of reorganization; (v) to effect the one (1) shares for
ninety-one (91) share reverse split of the Company's issued and outstanding
shares required by the agreement; and (v) to appoint a new auditor. The
foregoing meeting was duly held on the same date as the closing of the Plan
pursuant to formal call and notice, and the items listed were voted upon and
adopted by a majority of the shares present either in person or by proxy at
the Special Meeting. Articles of Amendment changing the name of the Company
to New Century Resources Corporation were filed with Utah Division of
Corporations on November 8, 1993.
Change of Domicile
On January 11, 1998, the Company changed its domicile to the State of
Nevada by effecting a merger between a company incorporated in Nevada solely
for such purpose, New Century Resources Corporation, a Nevada corporation.
The Articles of Incorporation for the Nevada corporation were filed in the
State of Nevada on January 11, 1994. A Special Meeting of the Shareholders of
the Company was held pursuant to formal call and notice thereof on January 21,
1994. The notice of special meeting informed the shareholders that the
meeting was being called to adopt a plan of merger between the Company and the
Nevada entity and informed the shareholders, as required by Utah law, that
they were entitled to dissenters' rights. At the meeting, a quorum was
declared. Thereupon, stockholders ratified the Plan of Merger and all shares
in the Utah corporation were converted into shares of the Nevada entity, one
share for one. The Nevada entity became the surviving corporation and the
Utah corporation was dissolved on February 14, 1994. As a result of the
merger/change of domicile, the Articles of Incorporation of the Nevada entity
became the Articles of the Company. Under those Articles, the Company has
150,000,000 shares authorized designated as 50,000,000 preferred shares, par
value $0.001 and 100,000,000 common shares par value $0.001. The Articles
also allow that the preferred shares may be issued in such series and with
such rights and preferences and limitations as may be determined by the
Company's Board of Directors.
Forward Looking Information
This registration statement contains certain forward-looking statements
information relating to the Company that are based upon beliefs of the
Company's Management as well as assumptions made by and information currently
available to the Management. When used in this registration statement, the
words anticipate, believe, estimate, expect, and similar expressions, as they
related to the Company and the Company's Management, are intended to identify
forward-looking statements. Such statements reflect the current view of the
Company with respect to the future events and are subject to certain risks,
uncertainties, and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward looking statements.
Business of Issuer
Principal Business Asset of the Company - Klein Trekkopje Uranium Deposit
The principal asset of the Company's wholly owned subsidiary and
operating entity, GC Gulf Western Trading Limited., a Cypriot corporation ("GC
Gulf"), consists of a 70% interest in a uranium prospecting grant located in
Namibia, called the "Klein Trekkopje Uranium Deposit". The grant covers
approximately 45,000 hectares of land situated in South Damaraland, Namibia.
GC Gulf's basis in the property, as of the date GC Gulf was acquired by the
Company, was approximately $9,500,000, with acquisition costs at $8,580,000
and development costs of approximately $910,000. The property has been
extensively investigated and explored and there are extensive reports of the
reserves on the property. The reserve reports which were the basis of the
Company's acquisition of the Klein Trekkopje uranium prospect were prepared by
the South African Atomic Energy Commission and by Research Centre Du Pau du
Aquitaine of France which estimated the uranium reserves just prior to the
Company's acquisition of the prospect at $858,000,000. The entire reserve is
considered "undeveloped" and as of the date hereof, no mining operations have
been conducted. However, the Company has been required to do extensive
development work on the prospect in order to keep its concession in effect and
procure the existing renewal of the prospect which runs through November of
2002 without further exploration or development work by the Company. GC Gulf
also has an option to acquire the remaining thirty percent (30%) interest in
the uranium prospect for an aggregate sum of $3,000,000, exercisable at any
time so long as the Company retains its interest in the property.
Potential Products and their Markets
If the Company were to commence mining operations on the Klein Trekkopje
Uranium Deposit the results of operations would produce refined Uranium
suitable for use as fuel for nuclear reactors used to produce electricity.
The primary market for the product would be electrical power utilities which
generate electrical power in nuclear power plants. Distribution of this
product, if production were to be initiated, would be effected by sale of raw
uranium at the plant site.
As indicated, no actual mining operations have been conducted on the
Klein Trekkopje Uranium Deposit. It is estimated that a further investment of
$120 to $150 million would be required to acquire earth-moving and transport
equipment, build a processing plant, and purchase the equipment needed to
refine raw ore into saleable Uranium products.
The Company believes that at the present time the quantity of usable
Uranium being produced exceeds the world market for the product with the
result that the price is presently so low as to make the investment of the
sums required to get the Klein Trekkopje Uranium Deposit into production
unwarranted. Without such substantial investment which the Company does not
intend to make in the foreseeable future, if at all, the Company will not be
unable to compete in the market for Uranium products.
If the Company's present intentions should change, and it should
determine to attempt to put its Uranium property into production, it might be
dependent on one or a few major customers for its product. Loss of any such
customer, or the imposition of regulations which might have significant impact
on the ability of such customers to use the Company's product, would
materially effect its operations and revenues.
The Company does not own any interest in, and is not a party to any
patents, trademarks, licenses or concessions (excepting the government
concession covering the Klein Trekkopje Uranium Deposit which is discussed
above), franchises, royalty agreements or labor contracts. Its Klein
Trekkopje concession was renewed on November 25, 1999 for a period of three
(3) years.
Were the Company to become a producer of refined Uranium, its business
would be subject to myriad government regulations which could adversely
affect the market for its product. Specifically, security concerns related to
Uranium products, safety concerns regarding nuclear power plants, and toxic
waste disposal concerns related to spent uranium rods used to power the plants
are all subject to government regulation which could significantly impact the
markets for the Company's products were it to get its property into
production. No assurance can be given that regulatory and government controls
could not materially affect the market for the Company's products, and no
estimate can presently be given of the potential cost of complying with
applicable regulations and restrictions.
The only expenditures made by the Company or its affiliates on its behalf
during the last two years have been related to accomplishing the assessment,
evaluative and development work to maintain, and obtain an extension of the
Company's Klein Trekkopje Uranium Deposit.
At the present time New Century Resources Corporation does not have any
full or part time employees. The services required by present operations are
supplied by the Gulf Group of Companies, affiliated with New Century through
the direct and indirect ownership of shares and otherwise, without cost to
the Company.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
Plan of Operation
In November, 1999 the Company obtained an extension of the Klein
Trekkopje Uranium Deposit from the Namibia government. The Company's primary
efforts theretofore were directed to doing the exploration and development
work on the property necessary to obtaining the extension. Once that work was
completed, the Company ceased conducting further active business operations
aside from those necessary to maintain the active status of the Company and
obtaining legal, auditing and accounting services necessary to file this
registration statement.
Due to the limited nature of its present business, the Company has no
significant cash requirements. Such services as are required to meet current
operating needs are, and will continue to be for the foreseeable future,
provided to the Company by the Gulf Group of Companies and George
Christodoulou, without cost to the Company.
The Company has no employees and it is not anticipated that any will be
hired unless and until the Company resumes active business operations. The
Company is not engage in any product research or development, or other
similar activities.
Due to the current market condition in the Uranium production and
refining industry, Management has determined to seek an opportunity to sell
or trade its Uranium interests and acquire a business capable of generating
immediate revenue.
Management's Discussion and Analysis of Financial Condition and Results of
Operations.
As indicated, Management has, after careful analysis, determined that the
expenditure of funds required to put the Klein Trekkopje Uranium property into
operation is not warranted by
the present status of the market for Uranium. Specifically, the primary
market for refined Uranium is the power industry. Present demand for Uranium
is adequately served by existing supplies of refined Uranium. The present
supply is equal to or greater than present demand with the result that the
Company would not be in a position to compete successfully in the market place
even if it could get the Klein Trekkopje project into operation. Management
believes that it would take from $120 to $150 Million to purchase mining and
earth-moving equipment and build the ore processing plant necessary to place
its Uranium concession into operation. The Company does not have any
realistic prospect of raising the required capital and has determined that
even if such capital were to become available, the expenditures would be
unwarranted by present conditions in the Uranium market. And while Management
is confident that the world will ultimately be forced to rely on nuclear
energy in the future, the existing uncertainties in the industry and the
persistence of questions regarding the storage and disposal of nuclear waste
are sufficiently serious to make further investment in the Uranium industry
completely unwarranted either now, or in the foreseeable future.
Accordingly, Management has determined to seek to divest the Company of
its interest in the Klein Trekkopje Uranium property by trade or sale, and
attempt to acquire some active business which is presently in operation and
capable of producing immediate revenues. Several prospects are under
consideration, but no negotiations have been conducted in connection with any
particular prospect. Given present circumstances in the Uranium industry, the
large investment which would be required to place the Klein Trekkopje property
into operation, and the uncertain future of the nuclear power industry, no
assurance can be given that the Klein Trekkopje project could be sold for a
sum equal to its stated value, or that opportunities will present themselves
which would permit the Company to trade the property for some any potentially
profitable business operation.
ITEM 3.DESCRIPTION OF PROPERTY
Location and Access to the Klein Trekkopje
The Klein Trekkopje deposit is situated 60 kilometers northwest of the
town of Swakopmund, Namibia.
Description of the Company's Title and Claim to the Klein Trekkopje
The Company's ownership of 70% of the Klein Trekkopje deposit is based
on GC Gulf's ownership of 70% of Consolidated Resources Namibia (Pty) Ltd., a
Namibian corporation ("Consolidated"). In addition, pursuant to an option
agreement, GC has the right to purchase an additional 20% of Consolidated for
$1,000,000 and the final 10% of Consolidated for $2,000,000. Gulf Western
Trading Namibia (Pty) Ltd. is the beneficiary of a renewal of a prior
prospecting grant on the subject property granted by the Minister of Mines and
Energy of Namibia on November 25, 1999.
On June 17, 1991, in accordance with the provisions if section 60 of the
Mines, Works and Minerals Ordinance, 1968, Prospecting Grant M.46/3/1843 (the
"Grant") was granted by the Minister of Mines and Energy of Namibia to
Consolidated as Prospector of the subject property. The Grant gave
Consolidated exclusive right to prospect for all minerals on the property
with the exception of natural oil, salt, gypsum, limestone and marble, and any
material which is a source material for the purpose of the Atomic Energy Act
of 1967(the "Grant"). The property was identified as being located in the
District of Damaraland, Republic of Namibia. The period of the Grant was
for two years from the date (calculated from July 12, 1990) unless abandoned
or otherwise terminated, and could, at the discretion of the Minister of
Mines, be extended upon application therefor made three months prior to the
expiration of the grant. The extensions were applied for and granted to
Consolidated until the present extension was granted to Gulf Western Trading
Namibia (Pty) Ltd. The cost of the Grant to Consolidated was 5,362 rand per
year, made in advance of each year, and Consolidated was also required to
spend annually an amount not less than R37,500 (excluding purchase price of
vehicles and head office expenses) on the Grant area commence with
prospecting within three months from the signing of the Grant.
Under the terms of the Grant, Gulf Western Trading Namibia (GWTN), as
present Prospector, is required to perform certain work including beaconing
off the Grant area to the satisfaction of the Commissioner of Mines and
maintaining the beacons. GWTN is also required to keep records of all
prospecting pits or trenches, shafts, tunnels or other excavations; sites and
depths of all bore holes and formations passed through; the number of
employees and the expenditures incurred in connection with all prospecting
work. The Minister of Mines has the right to examine such records. GWTN
also must furnish reports to the Minister of Mines on a quarterly basis,
reflecting particular information on (1) the number and dimensions of all
pits, trenches, tunnels, shafts, or other excavations; the geological
formations encountered and analysis, if any, of minerals found, as well as
details of prospecting surveys; (2) details on boreholes drilled and depth
and strata intersected and the number of workmen (listing skilled and
unskilled separately) employed.; (3) expenditures incurred in respect of
salaries and wages (skilled and unskilled separately), stores, equipment,
machinery and vehicles, and details of any other expenditure; (4) details on
any non-physical prospecting carried out; and (5) quantity and value of any
ore or minerals exported or sold. If applicable, Consolidated must file a
nil-return giving reasons why no prospecting operations were conducted.
Returns are required to reach the office of the Mining Commissioner no later
than the 15th day of the month following the quarter for which the return is
being filed.
The present grant will expire on November 25, 2002. GWTN must also file
certain reports when applying for further extensions of the Grant (or if the
grant ceases to exist for any reason) in respect of prospecting operations
carried out on the Grant area, free and clear of charge, with a detailed
written report on accompanying geological information an plans, in duplicate,
of progress made and results obtained. The Grant may not be leased, ceded or
transferred without approval of the Minister of Mines. GWTN may abandon the
rights granted under the Grant upon a thirty (30) day written notice to the
Mining Commissioner. The Minister of Mines may terminate the Grant if
Consolidated fails to comply with the provisions of the grant without provided
sufficient reasons for such default in performance. GWTN is also required to
undertake to take necessary steps in its prospecting operations to adequately
safeguard and protect the rights, property and person of any persons lawfully
using or entitled to use the surface of the Grant area. In addition, GWTN
must restore the Grant area, where possible to is original level or state
before vacating the Grant area., which includes the filling in of all
prospecting excavations and opencast working in such manner as the Minister
of Mines for Namibia may direct. GWTN is also required to make certain
notification letters to each land owner or representative of every farm upon
which work was done which must be executed by such persons and returned to
the Chief Inspector of Mines.
An addendum to the Grant requires that GWTN make use exclusively of local
labor, limited to Damaraland, unless it can convince the Minister of Mines
that a need for additional labor exists which cannot be found locally . GWTN
must also put into effect a training program for local laborers within 6
months from commencement of activities, and, each year, must demonstrate to
the Minister of Mines that such training program is being carried out as far
as practicable.
Brief Description - Previous Operations on the Klein Trekkopje
The Klein Trekkopje deposit is a surficial calcrete-hosted uranium
deposit consisting of calcretised detrital sediments. These deposits are
difficult to sample effectively due to the common presence of a strong nugget
effect and loss of carnotite mineralization in the fine material during sample
collection and preparation. The name Klein Trekkopje comes from a nearby
prominent mountain where, at the turn of the century, cattle herders moving
with oxen drawn wagons sheltered over-night at the mountain "Klein" (small or
small mountain). "Trek" is to move by ox drawn wagon or go on safari with ox
wagons which were the main means of transport in those times. The deposit
was discovered as a result of a government airborne radiometric survey
conducted in 1970. During the 1979 and the early 1980's, Sorepmas and
Omitara Mines Limited, subsidiaries of a French controlled company, were
responsible for much of the exploration program involving the proving of the
Klein Trekkopje uranium deposit. Ground radiometrics by Cadrim Namibia Ltd.
in 1979 identified specific areas which were subsequently investigated by
means of percussion drilling and spectrometric borehill logging. In 1981,
pits were dug and sampled by various techniques to assess the reliability of
the drilling results.
By the end of 1982, the Klein Trekkopje uranium deposit had been
largely
defined and outlined by the extensive fence line drilling programs. During
1982 and 1983, in fill drilling lines and pitting and trenching programs were
completed. The pitting and trenching program generated bulk ore samples for
metallurgical testing. The deposit was evaluated geostatistically at
different cut-offs which yielded reserve estimates ranging from 57,800 tons
U308 at 89 ppm U308 to 2,200 tons U308 at 216 ppm U308. Preliminary studies
indicated radioactive disequilibrium to be present. The project was
abandoned, however, due to the falling price of uranium before the studies
could be adequately completed. In addition, the Western world powers
introduced sanctions against South Africa and South West Africa (now Namibia)
forcing French owned companies to cease activities in these two countries.
Sanctions were further entrenched and the French companies abandoned their
offices in Southern Africa. For some time the mineral rights continued to
be
held through a front company; however, eventually these rights were abandoned
since no work could be performed on the prospect and Namibia's independence
seemed years away.
In 1989, Consolidated, which is 70% owned by GC Gulf, after waiting
several years, was finally granted the mineral exploration rights whereupon
it
set about amassing all of the previous exploration data from both
governmental
and private sources. All of the gathered exploration data was then submitted
to the South African Atomic Energy Commission which was then commissioned to
update the data and to ascertain the ore reserves at different U308 cut-off
grades. . The South African Atomic Energy Commission report was completed
in
December of 1991 on behalf of Consolidated a and GTCN, its majority
shareholder.
In 1991, Earth and Environmental Technology ("EET") carried out a
kriging
exercise on behalf of Consolidated Resources Namibia (PTY) Ltd.
("Consolidated") to estimate the the ore reserves at Klein Trekkopje which
ultimately were in good agreement with the Cadrim estimates.
In 1993, Consolidated requested that EET evaluate the results of a
sampling program which was to be conducted after reopening the old Cadrim
pits. EET placed a calibrated spectrometer at Consolidated's disposal fir
radiometrically scanning the sampled faces and assisted with the analysis of
the samples for uranium and strontium, as well as the analytic determination
of the state of radioactive disequilibrium of selected samples. Fifteen of
the original sixteen pits were reopened to a maximum depth of 4.2 meters and
channel sampled over sample widths of up to one meter. The channels were
then
spectrometrically scanned with a calibrated and screened spectrometer. The
samples were bagged and shipped to Pelindaba for analysis.
The Cadrim pitting results were examined and correlation between the
various sampling techniques used was also investigated. The basic assumption
taken was that the large bulk collected were most closely representative of
the true grade at a particular site. The study showed there was a clear
relationship between the sampling volume and the degree of correlation
between
the different sampling techniques. The coefficients of determination
relative
to the bulk chemical analysis ranged from better than 80% for the
spectrometric scanning results of the bulk samples to less than 25% for the
chemical analyses of the channel samples of the pit faces. The result showed
that a strong local nugget effect was present which more than sufficient to
overwhelm the effects of disequilibrium which might have been present. It
was
not possible to determine whether any disequilibrium was present much less
quantify it. One positive feature of the results was that although precise
estimates of the true grade of a sample was not possible, the number of
samples taken was sufficient to ensure that the average grades derived from
the ore reserves were reasonably close estimates.
The Consolidated pit samples gave results which ranged from 0 ppm to 1
568 ppm for uranium and from 154 ppm to 8 863 ppm strontium. Comparison
between the Consolidated and Cadrim results for uranium showed them to agree
within the limits imposed by the influence of the nugget effect. Differences
between the sampling volumes of the spectrometric scanning and the channel
sampling, prevented the identification and quantification of the
disequilibrium which might be present because of the influence of the nugget
effect. The analytical determination of the disequilibrium showed that it
exists in places, but this study and that conducted by Cadrim indicate that
the deposit as a whole is probably in a state of radioactive equilibrium.
Disequilibrium appears to be a restricted phenomenon resulting from localized
remobilization of uranium in response to the fluctuations in the level of the
water table. This will have a negative effect on the reliability of
individual samples but not on the ore reserve estimations of the whole
deposit.
The nugget effect and localized disequilibrium make it necessary to
approach any economic feasibility study of deposit very conservatively and, in
the event of the deposit being exploited, tight grade control procedures would
have to be implemented. In addition, the strontium market will have to be
explored because the levels of strontium may have important implications on
the exploitation of the deposit in general
The Present Condition of the Klein Trekkopje
Though there has been significant survey and sampling work done on the
Klein Trekkopje Uranium property, the extent of sampling is insufficient to
establish the presence of any proven or probable ore reserves on the
property. At the present time, the property is in the exploration state,
that
is: the Company has been engaged in the search for mineral deposits
(reserves)
which are not in either the development or production stage.
Were the Company to raise the capital required to purchase mining and
earth-moving equipment and build a plant through which to refine Uranium on
the Klein Trekkopje property, which it has no intention of doing at the
present time or in the foreseeable future, it would be required to create a
comprehensive plan to mine the ore bodies believed to exist on the property
and obtain a mining concession from the Minister of Mines and Energy of
Namibia.
No mining activities are presently being carried out on the property and
no such activities have been carried out thereon at any time in the past.
There are no plant facilities or significant equipment on the property and,
given the present situation in the Uranium industry, the Company has no
present plans to construct any plant facilities or purchase any of the
equipment which would be necessary to conduct mining operations. At the
present time, the property is raw land which has been subjected to
significant
sampling and survey activities. No mining development activities have been
completed or are presently contemplated.
The uranium deposit on the property occurs in the course fluviatile
gravel sediments that accumulated in deep old river channels dating back more
than 15 million years. The uranium precipitated somewhere between one and
two
million years ago. The sediments were deposited during a generally arid
climate that was conducive for precipitation of uranium as the vanadium
bearing mineral, carnotite. Calcrete deposits comprising the minerals
calcite, gypsum, dolomite and strontianite formed extensively which cemented
the gravel and host the carnotite. Calcite is the major component occurring
ubiquitously in the upper 10 meters whereas gypsum is found mainly in the top
one meter. The estimations of the uranium ore grades and reserves at the
different cut-off values show that Trekkopje is a low-grade uranium deposit,
although the tonnage is large. It is currently the largest uranium deposit
of
its type in Namibia.
At the present time the cost of extracting the uranium is estimated to
be
about $24 per pound. That rate, coupled with the large investment in
equipment and plant facilities which would be necessary to put the property
into production are inconsistent with profitable operations at the present
time.
The Company is advised that though current uranium demand is being met,
stockpiles are being depleted with the result that demand could increase,
causing an increase in the price of uranium in the future. In that event, a
full viability study would be warranted to more accurately ascertain the cost
of putting the property into production and the potential profitability of
such efforts. No assurances can be given that operation of the property will
ever be economically feasible.
ITEM 4.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the amount and nature of beneficial
ownership of each of the executive officers and directors of the Company and
each person known to a beneficial owner of more than five percent of the
issued and outstanding shares of the Company. The table sets forth the
information based on 8,481,724 common shares issued and outstanding as of the
date hereof.
Position(s) Amount and
Tile With or Nature of Percent
of Relationship Name and Address of Beneficial of Class
as
Class to Company Beneficial Owner Ownership Current
Date
Common Director George Christodoulou(1) 1,650,000 19.45%
President Record and
CEO Beneficial
Common Secretary/ Chloe Papadaploulou 20,000 .2%
Treasurer Record and
Director Beneficial
Common Vice-Pres. Solon Piitarides 1,000,000 11.79%
Director Record Beneficial
Common 5% or more Shirley Christodoulou(2) 2,800,000 33.01%
shareholder Record and Beneficial
Common 5% or more Costa Vassiliades 1,100,000 12.97%
shareholder Record and Beneficial
Officers and 5,470,000 64.49%
Directors (3 Persons)
As a group
1 Shirley Christodoulou is the wife of George Christodoulou, an officer and
director of the Company; the shares held in her name, therefore, could be
construed as being owned by George Christodoulou.
2. In calculating the amount of shares owned by all officers and directors
as
a group, Shirley Christodoulou's shares have been included as a result of her
relationship with George Christodoulou, president, CEO and director.
Change of Control Arrangements
There has been no change in control of the Company since 1993. and there
are no present arrangements or provisions related to any such changes in the
future.
ITEM 5.DIRECTOR, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
Officers and Directors
The names, addresses, ages and respective positions of the directors and
officers of New Century Resources Corporation are as follows. These persons
were elected to their respective positions on the date indicated and will,
under the Company's By-Laws, serve for one year or until their replacements
are elected.
Name and Address Age Position Held & Date Elected
George Christodoulou 57 President October 25, 1993
23 Themistocles DervisStreet Director October 25, 1993
3rd Floor
1066 Nicosia, Cyprus
Solon Piitarides 67 Vice-President October 25, 1993
Liondiou 1 Street, No. 252 Director October 25, 1993
Liamasol, Cyprus
Chloe Papadopoulou 38 Secretary October 25, 1993
23 Themistocles Dervis Street Director October 25, 1993
3rd Floor
1066 Nicosia, Cyprus
Biographical Information on Officers and Directors
George Christodoulou
Mr. Christodoulou was received his secondary education in South Africa
where he completed post high school classes in mechanical engineering and
geology. He relocated to Cyprus in 1983 where he organized and has, since
that date, been the President and Chief Executive Officer of G.C. Gulf Group
of companies, a group of approximately 9 companies including Dimacor Diamond
Mining Company Pty. Ltd., Loston Diamond Mine Pty. Ltd. and Loxton
Exploration
Pty. Ltd., African Coast Diamonds and Minerals (Pty.) Ltd., GSE Diamond
Merchants (Pty) Ltd., GC Gulf Minerals, Ltd. and GC Gulf Western Trading,
Ltd., Petroleum Development Services Marketing, Ltd. and Gulf Western Mining
Ltd., all of which are and have been involved in various forms of trading,
mineral exploration and mining. He has been engaged in the mineral
exploration and mining business for more than thirty years.
Solon Piitarides
Since 1967 Mr. Piitarides has been Chairman and Managing Director of
Fairways Limassol Ltd., representative of Mitsubishi Motors, the largest
automotive dealer in Cyprus. During that period he has been actively
involved
in government and party responsibilities in Cyprus, and has been the Chief
Executive Officer of a seven company group of family real property holding
and
development companies under the leadership of Solon Piitarides Developments,
Ltd., a Cyprus corporation.
Chloe Papadapoulou
Since 1985 Ms. Papadopoulou has been employed by GC Gulf Minerals, Ltd.
Initially she acted as telephone-telex operator and performed filing and
secretarial services. In 1987 she became the office administrator for the
Gulf group of companies and has, since 1988, been the Secretary of the Gulf
group of companies and acted as personal assistant and business adviser to
Mr.
George Christodoulou, Chairman and CEO of the Companies.
Significant Employees
At the present time the only person performing significant services for
the Company is George Christodoulou who is serving without compensation.
Required ministerial services are performed by employees of the Gulf Western
Companies of which Mr. Christodoulou is also president, without charge to the
Company.
Involvement in Certain Legal Proceedings
No director, executive officer, or person nominated to become a director
or executive officer of the Company, or controlling stockholder has ever - :
(1) Filed a petition under federal bankruptcy laws or any state
insolvency law, now had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) Was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations and other minor
offences);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him or her from or
otherwise limiting his involvement in any type of business, securities or
banking activities;
(4) Was found by a court of competent jurisdiction in a civil
action, by the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated any federal or state securities law, and
the judgment in such civil action or finding by the Securities and Exchange
Commission has not been subsequently reversed, suspended , or vacated.
Family Relationships
There are no family relationships between any of the officers or
directors of the Company. However, Shirley Christodoulou, who holds
2,800,000
shares constituting 33.01% of the Company's outstanding common shares is the
wife of George Christodoulou, president, CEO and a director of the Company.
ITEM 6.EXECUTIVE COMPENSATION
Neither during the last fiscal year nor at any time since 1994 has the
Company paid any compensation to officers, directors or executives. The
Board
of Directors has adopted a general resolution generally permitting the
payment
of executive compensation, but neither compensation amounts nor any plan for
the payment of the same have been approved. It is not anticipated that any
executive compensation will be paid, aside from the reimbursement of
out-of-pocket expenses, unless or until the Company is able to enter into
revenue producing activities.
The Company has not adopted, and does not intend to adopt in the
foreseeable future, any stock appreciation rights, compensation plan
providing
for cash, shares or other compensation to any executive, or long term
incentive plan.
Question regarding the Gulf Companies.
Employment Contracts
The Company is not party to any employment contracts.
ITEM 7.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company has not been party to any transactions of any type or sort
with any of its directors, executive officers or promoters within the last
two
years and no such transaction is contemplated in the foreseeable future.
There is, however, the possibility that if the Company can identify a new
active business operation which can be acquired either through the sale,
assignment or trade of the Klein Trekkopje Uranium Deposit, George
Christodoulou may be involved in providing capital necessary to effect such
an
exchange or may personally provide a business asset to be acquired in any
such
transaction. No such transaction will be entered into by the Company without
the approval of stockholders.
The only parent of the Company who maintains any business relationship
with the company is George Christodoulou who, with his wife assigned a 70%
interest in the Klein Trekkopje Uranium Deposit to the Company in exchange
for
7,200,000 of its common shares in 1994. Mr. And Mrs. Christodoulou control
approximately 54.5% of the outstanding shares of the Company at this time.
There has been no transaction between the Company and Mr. Christodoulou or
any
person or corporation with which he has been affiliated since the 1994
transaction.
ITEM 8.DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue a total of 150,000,000 shares,
including 10,000,000 common shares of a par value of one mil ($.001) and
50,000,000 preferred shares of one mil ($.001 par value.
Under the laws of the State of Nevada, each share of Common Stock is
entitled to share pro-rata in dividends and distributions with respect to the
Common Stock when, as and if declared by the Board of Directors from funds
legally available therefor. No holder of any shares of Common Stock has any
pre-emptive right to acquire any additional of the Company's securities.
Upon
dissolution, liquidation or winding up of the Company, the assets will be
divided pro rata on a share-for-share basis among holders of the shares of
Common Stock, giving account to any preferences which may have been assigned
to holders of preferred shares, none of which are outstanding at the present
time. All shares of Common Stock outstanding are fully paid and
non-assessable and the shares will, when issued upon payment therefore as
contemplated hereby, be fully paid and non-assessable.
Each shareholder of Common Stock is entitled to one vote per share with
respect to all matters submitted to a vote of shareholders. The shareholders
are not entitled to cumulative voting in the election of directors.
Accordingly, the holders of more than 50% of the shares voting for the
election of directors will be able to elect all the directors if they choose
to do so.
Preferred Stock
The Company is authorized to issue 50,000,000 preferred shares of one
mil
($.001) par value. The preferred shares may be issued in series and from
time
to time with such voting power, designations, preferences, and relative
participating, optional, or other rights, qualifications, limitations, or
restrictions thereof as shall be stated and expressed in the resolution or
resolutions providing for the issue of such class, classes or series adopted
by the Board of Directors. Each class or series may be made subject to
redemption at such time and at such price or prices as such resolution or
resolutions providing for the issue of such stock shall state and express.
The holders of the preferred stock of any class or series shall be entitled
to
receive dividends at such rates, on such conditions, and at such times, as
provided for in a resolution adopted by the Board of Directors, payable in
preference to or in relation to, the dividends payable on any other class or
classes of stock Preferred shareholders shall be entitled to such rights upon
the dissolution of, or upon any distribution of, the assets of the
corporation
as may be stated in a resolution adopted by the Board of Directors; or any
class or series may be convertible into or exchangeable for shares of any
other class, classes or series of capital stock of the corporation, at such
price or prices, or at such rates of exchange, and with such adjustments, and
shall be stated and expressed in the resolution or resolutions of the Board
of
Directors providing for the issuance thereof.
At the present time there are no preferred shares outstanding. The
Board
of Directors has not adopted, nor does it harbor any present intention of
adopting any resolutions related to the potential issuance of preferred
shares.
PART II
ITEM 1.MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Principal Market
Common shares of the Company are traded on the National Association of
Securities Dealers Over the Counter Electronic Bulletin Board under the
trading symbol "CREE ". The following chart presents the range of high and
low bid prices for the Company's common stock on the OTCBB for each quarter
for the last two years.
Quarter ended High Bid Low Bid
(Period ended January 26, 2000) $ .03125 $ .03125
December 31, 1999 .03125 .08
September 30, 1999 .03125 .09
June 30, 1999 .0625 .15625
March 31, 1999 .0625 .09375
December 31, 1998 .09375 .09375
September 30, 1998 .125 .0625
June 30, 1998 .0625 .125
March 30, 1998 .125 .125
The foregoing prices reflect inter-dealer prices without retail mark-up,
mark-down or commission and may not represent actual transactions. The
source
of the information is Bloomberg Financial Reports.
There are presently 8,481,724 common shares outstanding in the hands of
377 registered owners. Of these shares, 6,125,881 shares are restricted
securities, and 2,355,843 are deemed by the issuer to be freely tradeable.
The Company has paid no dividends on its common shares during the last
two fiscal years. No declaration of dividends is contemplated in the
foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
The Company is not now, and has not been within the last six years, a
party in any legal or administrative proceeding in which it is named as a
defendant or in which claims are made against any of the Company's property.
No such legal or administrative proceedings have been threatened to the
knowledge of management and, to its knowledge, no facts exist which could
give
rise to such proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Prior to 1997 the Company's affairs were audited by Jones Jensen &
Company, Certified Public Accountants, of Salt Lake City, Utah. The Company
became dissatisfied with the speed and responsiveness of this firm and, after
discussions in which Jones Jensen expressed concern about auditing the
affairs
of a Company whose primary place of business is in Cyprus and whose primary
properties are in Namibia, the Board of Directors engaged KPMG Cyprus,
Certified Public Accountants, as its to audit its affairs. KPMG has
presented
the financial reports as of December 31, 1997 and December 31, 1998 which are
filed herewith. The following facts obtain in respect of the Company's
change
of auditors.
1. Jones Jensen did not resign or decline to stand for re-election.
Jones Jensen was discharged after expressing concern about continuing to
audit
the affairs of a client so geographically removed from the firm.
2. The accountant's reports for years prior to 1997 do not contain any
adverse opinion or disclaimer of opinion. Nor has any such report been
modified as to uncertainty, audit scope, or accounting principles.
3. The decision to change accountants was approved by the board of
directors.
4. There were no disagreements between the Company and Jones Jensen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Jones Jensen, would have caused it to make reference to the
subject matter of the disagreement(s) in connection with its report.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The Company has not engaged in the sale of any unregistered securities
since September 24, 1996, more than three years ago.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article XI of the Company's Articles of Incorporation sets forth the
Company's indemnification of officers and directors as follows: Each person
who was or is made a party or is threatened to be made a party to or is
involved in any action, suit, or proceeding, whether civil, criminal
administrative, or investigative (hereinafter "proceeding"), by reason of the
fact that he or she, or a person for whom he or she is the legal
representative, is or was an Officer or Director of the Company or is or was
serving at the request of the Company as an officer or director of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, whether basis of such
proceeding is alleged action in an official capacity as an officer or
director
or in any other capacity while serving as an officer or director, shall be
indemnified and held harmless by the Company to the fullest extent authorized
by the Nevada Revised Statutes, as the same exists or may hereinafter by
amended, (but in the case of such amendment, only to the that such amendment
permits the Company to provide broader indemnification rights than said law
permitted the Company to provide prior to the amendment), against all
expense,
liability and loss (including attorney's fees, judgments, fines, excise taxes
or penalties and amounts to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such indemnification
shall
continue as to a person who has ceased be an Officer or Director and shall
inure to the benefit of his or her heirs, executors, and administrators;
however, that except as provided herein with respect to proceedings seeking
to
enforce rights to indemnification in connection with a proceeding (or part
thereof) was initiated by such person, only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Company. The right
to indemnification is a contractual right and includes the right to be paid
by
the Company for expenses incurred in defending any such proceeding in advance
of its final disposition; provided however, that, if the Nevada Revised
Statutes requires the payment of such expenses incurred by an Officer of
Director in his or her capacity as an officer or director (and not in any
other capacity in which service was or is rendered by such person while an
Officer or Director, including, without limitation, service to an employee
benefit plan). The Officer or Director shall furnish to the Company a
written
undertaking, executed personally, or on his or her behalf, to repay the
advance if it is determined that such officer or director is not entitled to
be indemnified under this Section or otherwise. The undertaking required by
the foregoing section shall be an unlimited general obligation or the
Director or Officer, but need not be secured and may be accepted without
reference to financial ability to make repayment.
If a claim is not paid by the Company within 90 days after a written
claim has been received by the Company, the claimant may, at any time
thereafter, bring suit against the Company to recover the unpaid amount of
the
claim and, if successful, in whole or in part, the claimant shall be entitled
to be paid the expense of prosecuting such claim including reasonable
attorneys fees. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in defending any
proceeding in advance of its final disposition where the required
undertaking,
if any, is required, has been tendered to the Company), that the claimant has
not met the standards of conduct which make ir permissible under the Nevada
Revised Statutes for the Company to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on Company. Neither
the failure of the Company (including its Board of Directors, independent
legal counsel, or its shareholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is proper in
the circumstances because he or she has met the applicable standard of
conduct
set forth under the Nevada Revised Statutes, nor an actual determination by
the Company (including its Board of Directors, independent legal counsel, or
its shareholders,) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred under the
Company's Articles of Incorporation is not exclusive of any other right which
the person may have or hereafter acquire under any statute, provision of the
Articles of Incorporation, by-law, agreement, vote of the shareholders,
disinterested director or otherwise.
The Company may maintain insurance, at its expense, to protect itself and
any officer, director, employee or agent of the Company or another
corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss under the Nevada Revised Statutes. As of this
date, there are no such insurance policies in effect.
Article 5 of the Company's bylaws also provide for indemnification of
officers, directors, employees or agents of the Company. Such article states
that unless otherwise provided in the Company's Articles, the Company shall
indemnify any individual made a party to a proceeding because they are or
were an officer, director, employee or agent of the Company against liability
incurred in the proceeding, all pursuant to and consistent with the
provisions of the Nevada Revised Statutes 78.751, as amended.
Section 5.2 of the bylaws reflects the Articles regarding the expenses of
officers and directors incurred in defending a civil or criminal action, suit,
or proceeding which shall be paid by the Company as they are incurred and in
advance of the final disposition of the action, suit or proceeding, but only
after receipt by the Company of an undertaking regarding repayment if it is
ultimately determined by a court of competent jurisdiction that the individual
is not entitled to be indemnified by the Company.
Section 5.3 states that the indemnification permitted by the Company is
intended to be the fullest extent permissible under the laws of the State of
Nevada.
PART F/S
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 October 1999 to 31 December 1999
<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 October 1999 to 31 December 1999
Contents
Officers and professional advisers 1
Auditors' report 2
Consolidated profit and loss account 3
Consolidated balance sheet 4
Consolidated statement of shareholders' equity 5
Consolidated cash flow statement 6
Notes to the consolidated financial statements 7-11
Certificate 12
<PAGE>
New Century Resources Corporation
Officers and Professional Advisers
Directors George Christodoulou
Solon Piitarides
Secretary Chloe Papadopoulou
Auditors KPMG
<PAGE>
KPMG
Certified Public Accountants (Cyprus)
Mail Address Elma House Telephone 02 678700
PO Box 21121 10 Mnasiadou Street Telex 2973 logistics cy
1502 Nicosia 1502 Nicosia Telefax 02 678200
Cyprus Cyprus
E-mail: [email protected]
Auditors' Report to the Board of Directors
Of
New Century Resources Corporation
We have audited the consolidated financial statements on pages 3 to 11 and
have obtained all the information and explanations we considered necessary.
These financial statements are the responsibility of the Company's
management. Our responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with International Standards of
Auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as, evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion proper books of account have been kept by the company and the
financial statements, which are in agreement therewith, give a true and fair
view of the state of affairs of New Century Resources Corporation and its
subsidiary at 31 December 1999, and of the loss and cash flows of the Group
for the period then ended in accordance with International Accounting
Standards.
Without qualifying our opinion we draw attention to the fact that the
consolidated financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 7 to the financial
statements, the Company does not have significant cash or an established
source of operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 7. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
/s/ KPMG
Certified Public
<PAGE>
New Century Resources Corporation
Consolidated Profit and Loss Account
Period from 1 October 1999 to 31 December 1999
1/10/99 1/7/99
31/12/99 30/9/99
US$ US$
Revenue
Consulting Fees 832 857
832 857
Expenses
General and administrative 752 778
Deprecation 80 79
832 857
Loss before tax - -
Provision for income tax - -
Net Loss for the period - -
The note on page 7 to 12 form an integral part of the financial statements
<PAGE>
New Century Resources Corporation
Consolidated Balance Sheet
At 31 December 1999
31/12/99 30/9/99
Note US$ US$
Assets
Non Current Assets
Property and equipment 2 315 395
Mineral and Mining rights 3 10,533,252 10,499,051
10,533,567 10,499,446
Current Assets
Cash and cash equivalents 567 565
TOTAL ASSETS 10,534,134 10,500,011
Equity and Liabilities
Capital and reserves
Issued capital 5 8,482 8,482
Capital paid in excess of par value 11,111,544 11,111,544
Retained losses ( 1,617,474)( 1,617,474)
9,502,552 9,502,552
Current Liabilities
Accounts Payable 574 574
Taxes payable 100 100
Note payable - shareholder 4 1,030,908 996,785
1,030,908 997,459
Total Equity and liabilities 10,534,134 10,500,011
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Statement of Shareholders' Equity
Period from 1 October 1999 to 31 December 1999
Capital Paid Issued Capital
In Excess of Retained
Shares Amount Par
value Losses
No US$
US$ US$
At 1 October 1999 8,481,724 8,482 11,111,544 (1,617,474)
Net loss for the period - - - -
at 31 December 1999 8,481,724 8,482 11,111,544 (1,617,474)
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Cash Flow Statement
Period from 1 October 1999 to 31 December 1999
1/10/99- 1/7/99
31/12/99 30/9/99
US$ US$
Operating Activities
Net loss for the period - -
Adjustments to reconcile net loss to
net cash outflow from operating activities:
Depreciation 80 79
Net Cash flow from operating activities 80 79
Investing Activities
Investment in mining and mineral rights (34,201) (10,674)
Net Cash flow from investing activities (34,201) (10,674)
Financing Activities
Proceeds from notes payable - shareholders 34,123 10,595
Net Cash flow from financing activities 34,123 10,595
Decrease in cash and cash equivalents 2
- -
Cash and cash equivalents at beginning of year 565 565
Cash and cash equivalents at end of year 567 565
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements presented are those of New Century
Resources Corporation (the "Company") and its wholly-owned subsidiary, G. C.
Gulf Western Trading Limited ("G. C."). The Company was incorporated in the
state of Utah on 9 July 1979 as WEM Petroleum. Inc. On 11 January 1994 the
Company's domicile was changed to Nevada. In October of 1993, the Company
changed its name to New Century Resources Corporation and acquired 100% of the
ordinary (common) shares of G. C. in a reserve acquisition with the Company in
which the subsidiary became the operating Company. At the time of the
acquisition, the Company was essentially inactive, with no operations or
assets. The former shareholders of G. C. have obtained control of the Company
as a result of the exchange of Company common shares for the common shares of
G. C.
Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company selected a calendar year end.
Principles of Consolidation
The accompanying consolidated financial statements included the accounts of
the Company and its wholly-owned subsidiary. All significant inter-company
transactions have been eliminated.
Minerals and mining rights
Mineral and mining rights are stated at cost and will be amortized over the
estimated life of the reserves.
Property equipment and depreciation
Property and equipment are sated at cost. Depreciation of property and
equipment owned by the Company is computed using straight-line and accelerated
methods over the estimated five to ten year useful lives of the related assets
Taxes on income
The Company is liable to the Republic of Cyprus for income taxes at a rate of
4.25% for the years ended 31 December 1998: US$ N11, and 31 December 1997:
US$ 11.
Cash and cash equivalents
For purpose of the consolidated statement of cash flows, the Company considers
all highly investments with an original maturity of three months of less to be
cash equivalents.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
I SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
Management uses estimates and assumptions in preparing financial statement.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Significant estimates include the valuation of proved undeveloped reserves
related to the mineral and mining rights. The mineral and mining rights
constitute 99.9% of the total assets at 31 December 1997. The ultimate
recovery of proved undeveloped reserves id dependent on the success of future
development of the properties and the Company's ability to complete the
development.
Reverse Stock Split
In October 1993 the Company's common stock was reverse split on a 1 for 91
share basis. All references to shares outstanding have been adjusted to
reflect the reverse split on a retroactive basis.
Comparatives
Comparatives have been restated to be presented consistently with the
current-year classification.
Foreign currency
Assets and liabilities of foreign operations have been translated into U.S.
dollars at current, weighted-average and historical rates of exchange. Income
and expense accounts have been translated into U.S. dollars at weight-average
rates of exchange. Exchanges differences are remeasured into reporting
currency and foreign currency gains and losses are reflected in the profit
and loss account.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
(2)PROPERTY AND EQUIPMENT
Furniture
and Office
fixtures equipment Totals
US$ US$ US$
Cost
At 1 October 1999 3,149 6,717 9,866
Additions/Disposals - - -
At 31 December 1999 3,149 6,717 9,866
Depreciation
At 1 October 1999 2,960 6,511 9,471
Charges for period 38 42 80
At 31 December 1999 2,998 6,553 9,551
Net book value
31 December 1999 151 164 315
31 September 1999 189 206 395
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
(3)MINING AND MINERAL RIGHTS
The Company has acquired 70% of the mineral and mining rights and grants of
the Klein Trekkopje Uranium Deposit. Nambia with a cost of US$8,580,000,
together with development costs of US$1,605,821. The Company has an option to
acquire the other 30% of the property for the aggregate sum of US$3,000,000
exercisable in increments of US$1,000,000 for 20%, and US$2,000,000 for the
final 10%. This option can be exercised at any time during which the Company
maintains its interest in the property.
31/12/99 30/9/99
US$ US$
Cost of acquisition 10,499,051 10,488,377
Add: Research and development costs 34,201 10,674
10,533,252 10,499,051
In early 1994 an agreement was reached whereby an adjacent property was
acquired also known as Klein Trekkopje. Payment towards this acquisition was
withheld until such time as the reports of the second phase were to be
completed by the South African Atomic Energy, the current reserves of this
adjacent property have a value of US$1,271,600,000.
In May 1997 the survey reports of the second phase have been finalized by the
South African Atomic Energy Corporation and payments were effected
accordingly. The Department of Mines and Energy in Namibia has informed Gulf
Western Trading that the licences and grants of the concessions will be
renewed with the provision that a further drilling programme is executed to
determine the overhaul grade of the deposit. The drilling programme will be
executed within a period of 6-7 months at a cost of 200,000 Namibian dollars.
The recoverability of this investment is dependent upon the Company obtaining
the necessary financing to conduct actual mining operations calculated to
provide sufficient revenues to recover the reserves acquisition, exploration
and development costs, as well as any subsequent capitalized expenditures.
The Company has no agreements, understanding or commitments that would
generate the capital needed to finance the commencement of actual mining
operations.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
(4)NOTE PAYABLE SHAREHOLDER
The note payable to shareholder is non-interest bearing and will be repaid in
the normal course of business as funds become available.
(5)SHARE CAPITAL
31/12/99 30/9/99
US$ US$
Authorised
50,000,000 preference shares at US$ 0.001 each 50,000 50,000
100,000,000 ordinary shares at US$ 0.001 each 100,000 100,000
150,000 150,000
Issued
8,781,724 ordinary shares at US$ 0.001 each 8,482 8,482
During 1997, 520,000 of the issued ordinary shares were cancelled due to
non-performance of the holders. As a result the issued share capital was
reduced from USD 9.002 to USD 8.482.
6 REORGANIZATION
The Company entered into an Agreement and Plan of Reorganization with G.C.
Gulf Western Trading Limited. (G.C.) During 1993 whereby the Company acquired
all of the outstanding capital stock of G.C. in exchange for the issuance of
an aggregate of up to 10,000,000 ordinary shares to the shareholders of G.C.
of which 7,2000,000 shares were eventually issued. The reorganization is
treated as a reverse acquisition because the shareholders of the subsidiary
owned a controlling interest in the outstanding shares of the Company
subsequent of the acquisition. The acquisition is recorded using the pooling
interests method of accounting.
Since the reorganization is a reverse acquisition the Subsidiary is treated as
the surviving entity for accounting purposes. The historical operations and
assets of the Subsidiary are accounted for as the historical operations and
assets of the Company and accumulated deficit of the Company is offset against
capital paid in excess of par values.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
7. GOING CONCERN
The Company's financial statements are prepared on a going concern basis which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has limited cash, liquid
assets, and no established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company
intends to acquire as soon as practicable other existing entities with
substantial revenues and assets through a combination of debt and equity
financing. Until such time a shareholder of the Company has expressed his
commitment to financially support the Company in order to meet its
liabilities as they fall due.
NEW CENTURY RESOURCES CORPORATION
CERTIFICATE
Period from 1 October 1999 to 31 December 1999
I hereby certify, to the best of our knowledge and belief, as follows:
1. That the total proceeds and expenses of all transactions of the
business for the year have been properly recorded as such in the books
produced to Messrs KPMG.
2.That no reserve or suspense accounts other than those disclosed on the face
of the balance sheet as at 31 December 1998 audited by Messrs KPMG exist in
the books produced to them.
3.That all transactions affecting the business for the year under review have
been properly recorded in the books produced to Messrs KPMG.
4.That all assets and liabilities have been properly taken up in such books
as at 31 December 1998.
5.No events have occurred and no facts have been discovered since the year end
which could materially affect the true and fair view of the accounts, nor are
there any such matters which, although properly excluded from the accounts,
need to be disclosed to the members in some other way.
6.The Company has no material contingent liabilities arising from litigation,
potential claims or other matters than those disclosed in the accounts. All
known material liabilities have been included in the accounts.
7.The impact of Year 2000 issues on the computer systems and applications of the
subsidiaries within the Group has been assessed and a remediation plan
developed. All systems considered to be mission critical have been identified
and addressed in the remediation plan. We are committing and will continue to
commit necessary human and financial resources to complete the remediation
plan on a timely basis. Year 2000 issues are not expected to have a material
adverse effect o the Group's operations or financial results in the next 12
months.
/s/
Director
Nicosia. 4 February, 2000<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 July 1999 to 30 September 1999
<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 July 1999 to 30 September 1999
Contents
Officers and professional advisers 1
Auditors' report 2
Consolidated profit and loss account 3
Consolidated balance sheet 4
Consolidated statement of shareholders' equity 5
Consolidated cash flow statement 6
Notes to the consolidated financial statements 7-11
Certificate 12
<PAGE>
New Century Resources Corporation
Officers and Professional Advisers
Directors George Christodoulou
Solon Piitarides
Secretary Chloe Papadopoulou
Auditors KPMG
<PAGE>
KPMG
Certified Public Accountants (Cyprus)
Mail Address Elma House Telephone 02 678700
PO Box 21121 10 Mnasiadou Street Telex 2973 logistics cy
1502 Nicosia 1502 Nicosia Telefax 02 678200
Cyprus Cyprus
E-mail: [email protected]
Auditors' Report to the Board of Directors
Of
New Century Resources Corporation
We have audited the consolidated financial statements on pages 3 to 11 and
have obtained all the information and explanations we considered necessary.
These financial statements are the responsibility of the Company's
management. Our responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with International Standards of
Auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as, evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion proper books of account have been kept by the company and the
financial statements, which are in agreement therewith, give a true and fair
view of the state of affairs of New Century Resources Corporation and its
subsidiary at 31 September 1999, and of the loss and cash flows of the Group
for the period then ended in accordance with International Accounting
Standards.
Without qualifying our opinion we draw attention to the fact that the
consolidated financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 7 to the financial
statements, the Company does not have significant cash or an established
source of operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 7. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
/s/ KPMG
Certified Public
<PAGE>
New Century Resources Corporation
Consolidated Profit and Loss Account
Period From 1 July 199 to 30 September 1999
1/7/99 1/4/99
30/9/99 30/6/99
US$ US$
Revenue
Consulting Fees 857 844
857 844
Expenses
General and administrative 778 766
Deprecation 79 78
857 844
Loss before tax - -
Provision for income tax - -
Net Loss for the period - -
The note on page 7 to 11 form an integral part of the financial statements
<PAGE>
New Century Resources Corporation
Consolidated Balance Sheet
At 30 September 1999
30/9/99 30/6/99
Note US$ US$
Assets
Non Current Assets
Property and equipment 2 395 474
Mineral and Mining rights 3 10,499,051 10,488,377
10,499,446 10,488,851
Current Assets
Cash and cash equivalents 565 565
TOTAL ASSETS 10,500,011 10,489,416
Equity and Liabilities
Capital and reserves
Issued capital 5 8,482 8,482
Capital paid in excess of par value 11,111,544 11,111,544
Retained losses ( 1,617,474)( 1,617,474)
9,502,552 9,502,552
Current Liabilities
Accounts Payable 574 574
Taxes payable 100 100
Note payable - shareholder 4 996,785 986,190
997,459 986,864
Total Equity and liabilities 10,500,011 10,489,416
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Statement of Shareholders' Equity
Period From 1 July 199 to 30 September 1999
Capital Paid Issued Capital
In Excess of Retained
Shares Amount Par
value Losses
No US$
US$ US$
At 1 July 1999 8,481,724 8,482 11,111,544 (1,617,474)
Net loss for the period - - - -
at 30 September 1999 8,481,724 8,482 11,111,544 (1,617,474)
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Cash Flow Statement
Period From 1 July 199 to 30 September 1999
1/7/99- 1/4/99
30/9/99 30/6/99
US$ US$
Operating Activities
Net loss for the period - -
Adjustments to reconcile net loss to
net cash outflow from operating activities:
Depreciation 79 78
Net Cash flow from operating activities 79 78
Investing Activities
Investment in mining and mineral rights (10,674) (53,926)
Net Cash flow from investing activities (10,674) (53,926)
Financing Activities
Proceeds from notes payable - shareholders 10,595 53,846
Net Cash flow from financing activities 10,595 53,846
Decrease in cash and cash equivalents -
(2)
Cash and cash equivalents at beginning of year 565 567
Cash and cash equivalents at end of year 565 565
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 July 199 to 30 September 1999
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements presented are those of New Century
Resources Corporation (the "Company") and its wholly-owned subsidiary, G. C.
Gulf Western Trading Limited ("G. C."). The Company was incorporated in the
state of Utah on 9 July 1979 as WEM Petroleum. Inc. On 11 January 1994 the
Company's domicile was changed to Nevada. In October of 1993, the Company
changed its name to New Century Resources Corporation and acquired 100% of the
ordinary (common) shares of G. C. in a reserve acquisition with the Company in
which the subsidiary became the operating Company. At the time of the
acquisition, the Company was essentially inactive, with no operations or
assets. The former shareholders of G. C. have obtained control of the Company
as a result of the exchange of Company common shares for the common shares of
G. C.
Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company selected a calendar year end.
Principles of Consolidation
The accompanying consolidated financial statements included the accounts of
the Company and its wholly-owned subsidiary. All significant inter-company
transactions have been eliminated.
Minerals and mining rights
Mineral and mining rights are stated at cost and will be amortized over the
estimated life of the reserves.
Property equipment and depreciation
Property and equipment are sated at cost. Depreciation of property and
equipment owned by the Company is computed using straight-line and accelerated
methods over the estimated five to ten year useful lives of the related assets
Taxes on income
The Company is liable to the Republic of Cyprus for income taxes at a rate of
4.25% for the years ended 31 December 1998: US$ N11, and 31 December 1997:
US$ 11.
Cash and cash equivalents
For purpose of the consolidated statement of cash flows, the Company considers
all highly investments with an original maturity of three months of less to
be cash equivalents.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period from 1 October 1999 to 31 December 1999
I SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
Management uses estimates and assumptions in preparing financial statement.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Significant estimates include the valuation of proved undeveloped reserves
related to the mineral and mining rights. The mineral and mining rights
constitute 99.9% of the total assets at 31 December 1997. The ultimate
recovery of proved undeveloped reserves id dependent on the success of future
development of the properties and the Company's ability to complete the
development.
Reverse Stock Split
In October 1993 the Company's common stock was reverse split on a 1 for 91
share basis. All references to shares outstanding have been adjusted to
reflect the reverse split on a retroactive basis.
Comparatives
Comparatives have been restated to be presented consistently with the
current-year classification.
Foreign currency
Assets and liabilities of foreign operations have been translated into U.S.
dollars at current, weighted-average and historical rates of exchange. Income
and expense accounts have been translated into U.S. dollars at weight-average
rates of exchange. Exchanges differences are remeasured into reporting
currency and foreign currency gains and losses are reflected in the profit
and loss account.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 July 199 to 30 September 1999
(2)PROPERTY AND EQUIPMENT
Furniture
and Office
fixtures equipment Totals
US$ US$ US$
Cost
At 1 July 1999 3,149 6,717 9,866
Additions/Disposals - - -
At 30 September 1999 3,149 6,717 9,866
Depreciation
At 1 July 1999 2,922 6,470 9,392
Charges for period 38 41 79
At 30 September 1999 2,960 6,511 9,471
Net book value
30 September 1999 189 206 395
30 June 1999 227 247 474
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 July 199 to 30 September 1999
(3)MINING AND MINERAL RIGHTS
The Company has acquired 70% of the mineral and mining rights and grants of
the Klein Trekkopje Uranium Deposit. Nambia with a cost of US$8,580,000,
together with development costs of US$1,605,821. The Company has an option to
acquire the other 30% of the property for the aggregate sum of US$3,000,000
exercisable in increments of US$1,000,000 for 20%, and US$2,000,000 for the
final 10%. This option can be exercised at any time during which the Company
maintains its interest in the property.
30/9/99 30/6/99
US$ US$
Cost of acquisition 10,488,377 10,434,451
Add: Research and development costs 10,674 53,926
10,499,051 10,488,377
In early 1994 an agreement was reached whereby an adjacent property was
acquired also known as Klein Trekkopje. Payment towards this acquisition was
withheld until such time as the reports of the second phase were to be
completed by the South African Atomic Energy, the current reserves of this
adjacent property have a value of US$1,271,600,000.
In May 1997 the survey reports of the second phase have been finalized by the
South African Atomic Energy Corporation and payments were effected
accordingly. The Department of Mines and Energy in Namibia has informed Gulf
Western Trading that the licences and grants of the concessions will be
renewed with the provision that a further drilling programme is executed to
determine the overhaul grade of the deposit. The drilling programme will be
executed within a period of 6-7 months at a cost of 200,000 Namibian dollars.
The recoverability of this investment is dependent upon the Company obtaining
the necessary financing to conduct actual mining operations calculated to
provide sufficient revenues to recover the reserves acquisition, exploration
and development costs, as well as any subsequent capitalized expenditures.
The Company has no agreements, understanding or commitments that would
generate the capital needed to finance the commencement of actual mining
operations.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 July 199 to 30 September 1999
(4)NOTE PAYABLE SHAREHOLDER
The note payable to shareholder is non-interest bearing and will be repaid in
the normal course of business as funds become available.
(5)SHARE CAPITAL
30/9/99 30/6/99
US$ US$
Authorised
50,000,000 preference shares at US$ 0.001 each 50,000 50,000
100,000,000 ordinary shares at US$ 0.001 each 100,000 100,000
150,000 150,000
Issued
8,781,724 ordinary shares at US$ 0.001 each 8,482 8,482
During 1997, 520,000 of the issued ordinary shares were cancelled due to
non-performance of the holders. As a result the issued share capital was
reduced from USD 9.002 to USD 8.482.
6 REORGANIZATION
The Company entered into an Agreement and Plan of Reorganization with G.C.
Gulf Western Trading Limited. (G.C.) During 1993 whereby the Company acquired
all of the outstanding capital stock of G.C. in exchange for the issuance of
an aggregate of up to 10,000,000 ordinary shares to the shareholders of G.C.
of which 7,2000,000 shares were eventually issued. The reorganization is
treated as a reverse acquisition because the shareholders of the subsidiary
owned a controlling interest in the outstanding shares of the Company
subsequent of the acquisition. The acquisition is recorded using the pooling
interests method of accounting.
Since the reorganization is a reverse acquisition the Subsidiary is treated as
the surviving entity for accounting purposes. The historical operations and
assets of the Subsidiary are accounted for as the historical operations and
assets of the Company and accumulated deficit of the Company is offset against
capital paid in excess of par values.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 July 199 to 30 September 1999
7. GOING CONCERN
The Company's financial statements are prepared on a going concern basis which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has limited cash, liquid
assets, and no established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company
intends to acquire as soon as practicable other existing entities with
substantial revenues and assets through a combination of debt and equity
financing. Until such time a shareholder of the Company has expressed his
commitment to financially support the Company in order to meet its
liabilities as they fall due.
NEW CENTURY RESOURCES CORPORATION
CERTIFICATE
Period From 1 July 199 to 30 September 1999
I hereby certify, to the best of our knowledge and belief, as follows:
1. That the total proceeds and expenses of all transactions of the
business for the year have been properly recorded as such in the books
produced to Messrs KPMG.
2.That no reserve or suspense accounts other than those disclosed on the face
of the balance sheet as at 31 December 1998 audited by Messrs KPMG exist in
the books produced to them.
3.That all transactions affecting the business for the year under review have
been properly recorded in the books produced to Messrs KPMG.
4.That all assets and liabilities have been properly taken up in such books
as at 31 December 1998.
5.No events have occurred and no facts have been discovered since the year end
which could materially affect the true and fair view of the accounts, nor
are there any such matters which, although properly excluded from the accounts,
need to be disclosed to the members in some other way.
6.The Company has no material contingent liabilities arising from litigation,
potential claims or other matters than those disclosed in the accounts. All
known material liabilities have been included in the accounts.
7.The impact of Year 2000 issues on the computer systems and applications of
the subsidiaries within the Group has been assessed and a remediation plan
developed. All systems considered to be mission critical have been identified
and addressed in the remediation plan. We are committing and will continue
to commit necessary human and financial resources to complete the remediation
plan on a timely basis. Year 2000 issues are not expected to have a material
adverse effect o the Group's operations or financial results in the next 12
months.
/s/
Director
Nicosia. 4 February, 2000<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 April 1999 to 30 June 1999
<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 April 1999 to 30 June 1999
Contents
Officers and professional advisers 1
Auditors' report 2
Consolidated profit and loss account 3
Consolidated balance sheet 4
Consolidated statement of shareholders' equity 5
Consolidated cash flow statement 6
Notes to the consolidated financial statements 7-11
Certificate 12
<PAGE>
New Century Resources Corporation
Officers and Professional Advisers
Directors George Christodoulou
Solon Piitarides
Secretary Chloe Papadopoulou
Auditors KPMG
<PAGE>
KPMG
Certified Public Accountants (Cyprus)
Mail Address Elma House Telephone 02 678700
PO Box 21121 10 Mnasiadou Street Telex 2973 logistics cy
1502 Nicosia 1502 Nicosia Telefax 02 678200
Cyprus Cyprus
E-mail: [email protected]
Auditors' Report to the Board of Directors
Of
New Century Resources Corporation
We have audited the consolidated financial statements on pages 3 to 11 and
have obtained all the information and explanations we considered necessary.
These financial statements are the responsibility of the Company's
management. Our responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with International Standards of
Auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as, evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion proper books of account have been kept by the company and the
financial statements, which are in agreement therewith, give a true and fair
view of the state of affairs of New Century Resources Corporation and its
subsidiary at 30 June 1999, and of the loss and cash flows of the Group for
the period then ended in accordance with International Accounting Standards.
Without qualifying our opinion we draw attention to the fact that the
consolidated financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 7 to the financial
statements, the Company does not have significant cash or an established
source of operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 7. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
/s/ KPMG
Certified Public
<PAGE>
New Century Resources Corporation
Consolidated Profit and Loss Account
Period From 1 April 1999 to 30 June 1999
1/4/99 1/1/99
30/6/99 31/3/99
US$ US$
Revenue
Consulting Fees 844 999
844 999
Expenses
General and administrative 766 920
Deprecation 78 79
844 999
Loss before tax - -
Provision for income tax - -
Net Loss for the period - -
The note on page 7 to 11 form an integral part of the financial statements
<PAGE>
New Century Resources Corporation
Consolidated Balance Sheet
At 30 June 1999
30/6/99 31/3/99
Note US$ US$
Assets
Non Current Assets
Property and equipment 2 474 552
Mineral and Mining rights 3 10,488,377 10,434,451
10,588,851 10,435,003
Current Assets
Cash and cash equivalents 565 567
TOTAL ASSETS 10,489,416 10,435,570
Equity and Liabilities
Capital and reserves
Issued capital 5 8,482 8,482
Capital paid in excess of par value 11,111,544 11,111,544
Retained losses ( 1,617,474)( 1,617,474)
9,502,552 9,502,552
Current Liabilities
Accounts Payable 574 574
Taxes payable 100 100
Note payable - shareholder 4 986,190 932,344
986,864 933,018
Total Equity and liabilities 10,489,416 10,435,570
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Statement of Shareholders' Equity
Period From 1 April 1999 to 30 June 1999
Capital Paid Issued Capital
In Excess of Retained
Shares Amount Par
value Losses
No US$
US$ US$
At 1 April 1999 8,481,724 8,482 11,111,544 (1,617,474)
Net loss for the period - - - -
at 30 June 1999 8,481,724 8,482 11,111,544 (1,617,474)
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Cash Flow Statement
Period From 1 April 1999 to 30 June 1999
1/4/99- 1/1/99
30/6/99 31/3/99
US$ US$
Operating Activities
Net loss for the period - -
Adjustments to reconcile net loss to
net cash outflow from operating activities:
Depreciation 78 79
Net Cash flow from operating activities 78 79
Investing Activities
Investment in mining and mineral rights (53,926) (18,630)
Net Cash flow from investing activities (53,926) (18,630)
Financing Activities
Proceeds from notes payable - shareholders 53,846 18,545
Net Cash flow from financing activities 53,846 18,545
Decrease in cash and cash equivalents (2) (6)
Cash and cash equivalents at beginning of year 567 573
Cash and cash equivalents at end of year 565 567
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements presented are those of New Century
Resources Corporation (the "Company") and its wholly-owned subsidiary, G. C.
Gulf Western Trading Limited ("G. C."). The Company was incorporated in the
state of Utah on 9 July 1979 as WEM Petroleum. Inc. On 11 January 1994 the
Company's domicile was changed to Nevada. In October of 1993, the Company
changed its name to New Century Resources Corporation and acquired 100% of the
ordinary (common) shares of G. C. in a reserve acquisition with the Company in
which the subsidiary became the operating Company. At the time of the
acquisition, the Company was essentially inactive, with no operations or
assets. The former shareholders of G. C. have obtained control of the Company
as a result of the exchange of Company common shares for the common shares of
G. C.
Accounting Method
The Company's consolidated financial statements are prepared using the accrual
method of accounting. The Company selected a calendar year end.
Principles of Consolidation
The accompanying consolidated financial statements included the accounts of
the Company and its wholly-owned subsidiary. All significant inter-company
transactions have been eliminated.
Minerals and mining rights
Mineral and mining rights are stated at cost and will be amortized over the
estimated life of the reserves.
Property equipment and depreciation
Property and equipment are sated at cost. Depreciation of property and
equipment owned by the Company is computed using straight-line and
accelerated
methods over the estimated five to ten year useful lives of the related assets
Taxes on income
The Company is liable to the Republic of Cyprus for income taxes at a rate of
4.25% for the years ended 31 December 1998: US$ N11, and 31 December 1997:
US$
11.
Cash and cash equivalents
For purpose of the consolidated statement of cash flows, the Company
considers
all highly investments with an original maturity of three months of less to
be
cash equivalents.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
I SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
Management uses estimates and assumptions in preparing financial statement.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Significant estimates include the valuation of proved undeveloped reserves
related to the mineral and mining rights. The mineral and mining rights
constitute 99.9% of the total assets at 31 December 1997. The ultimate
recovery of proved undeveloped reserves id dependent on the success of future
development of the properties and the Company's ability to complete the
development.
Reverse Stock Split
In October 1993 the Company's common stock was reverse split on a 1 for 91
share basis. All references to shares outstanding have been adjusted to
reflect the reverse split on a retroactive basis.
Comparatives
Comparatives have been restated to be presented consistently with the
current-year classification.
Foreign currency
Assets and liabilities of foreign operations have been translated into U.S.
dollars at current, weighted-average and historical rates of exchange.
Income
and expense accounts have been translated into U.S. dollars at weight-average
rates of exchange. Exchanges differences are remeasured into reporting
currency and foreign currency gains and losses are reflected in the profit
and
loss account.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
(2)PROPERTY AND EQUIPMENT
Furniture
and Office
fixtures equipment Totals
US$ US$ US$
Cost
At 1 April 1999 3,149 6,717 9,866
Additions/Disposals - - -
At 30 June 1999 3,149 6,717 9,866
Depreciation
At 1 April 1999 2,884 6,430 9,341
Charges for period 38 42 78
At 30 June 1999 2,922 6,470 9,392
Net book value
30 June 1999 227 247 474
31 September 1999 265 287 552
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
(3)MINING AND MINERAL RIGHTS
The Company has acquired 70% of the mineral and mining rights and grants of
the Klein Trekkopje Uranium Deposit. Nambia with a cost of US$8,580,000,
together with development costs of US$1,605,821. The Company has an option
to
acquire the other 30% of the property for the aggregate sum of US$3,000,000
exercisable in increments of US$1,000,000 for 20%, and US$2,000,000 for the
final 10%. This option can be exercised at any time during which the Company
maintains its interest in the property.
30/6/99 31/3/99
US$ US$
Cost of acquisition 10,434,451 10,415,821
Add: Research and development costs 53,926 18,630
10,488,377 10,434,451
In early 1994 an agreement was reached whereby an adjacent property was
acquired also known as Klein Trekkopje. Payment towards this acquisition was
withheld until such time as the reports of the second phase were to be
completed by the South African Atomic Energy, the current reserves of this
adjacent property have a value of US$1,271,600,000.
In May 1997 the survey reports of the second phase have been finalized by the
South African Atomic Energy Corporation and payments were effected
accordingly. The Department of Mines and Energy in Namibia has informed Gulf
Western Trading that the licences and grants of the concessions will be
renewed with the provision that a further drilling programme is executed to
determine the overhaul grade of the deposit. The drilling programme will be
executed within a period of 6-7 months at a cost of 200,000 Namibian dollars.
The recoverability of this investment is dependent upon the Company obtaining
the necessary financing to conduct actual mining operations calculated to
provide sufficient revenues to recover the reserves acquisition, exploration
and development costs, as well as any subsequent capitalized expenditures.
The Company has no agreements, understanding or commitments that would
generate the capital needed to finance the commencement of actual mining
operations.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
(4)NOTE PAYABLE SHAREHOLDER
The note payable to shareholder is non-interest bearing and will be repaid in
the normal course of business as funds become available.
(5)SHARE CAPITAL
30/6/99 31/3/99
US$ US$
Authorised
50,000,000 preference shares at US$ 0.001 each 50,000 50,000
100,000,000 ordinary shares at US$ 0.001 each 100,000 100,000
150,000 150,000
Issued
8,781,724 ordinary shares at US$ 0.001 each 8,482 8,482
During 1997, 520,000 of the issued ordinary shares were cancelled due to
non-performance of the holders. As a result the issued share capital was
reduced from USD 9.002 to USD 8.482.
6 REORGANIZATION
The Company entered into an Agreement and Plan of Reorganization with G.C.
Gulf Western Trading Limited. (G.C.) During 1993 whereby the Company acquired
all of the outstanding capital stock of G.C. in exchange for the issuance of
an aggregate of up to 10,000,000 ordinary shares to the shareholders of G.C.
of which 7,2000,000 shares were eventually issued. The reorganization is
treated as a reverse acquisition because the shareholders of the subsidiary
owned a controlling interest in the outstanding shares of the Company
subsequent of the acquisition. The acquisition is recorded using the pooling
interests method of accounting.
Since the reorganization is a reverse acquisition the Subsidiary is treated as
the surviving entity for accounting purposes. The historical operations and
assets of the Subsidiary are accounted for as the historical operations and
assets of the Company and accumulated deficit of the Company is offset
against capital paid in excess of par values.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 April 1999 to 30 June 1999
7. GOING CONCERN
The Company's financial statements are prepared on a going concern basis which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has limited cash, liquid
assets, and no established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company
intends to acquire as soon as practicable other existing entities with
substantial revenues and assets through a combination of debt and equity
financing. Until such time a shareholder of the Company has expressed his
commitment to financially support the Company in order to meet its
liabilities
as they fall due.
NEW CENTURY RESOURCES CORPORATION
CERTIFICATE
Period From 1 April 1999 to 30 June 1999
I hereby certify, to the best of our knowledge and belief, as follows:
1. That the total proceeds and expenses of all transactions of the
business for the year have been properly recorded as such in the books
produced to Messrs KPMG.
2.That no reserve or suspense accounts other than those disclosed on the face
of the balance sheet as at 31 December 1998 audited by Messrs KPMG exist in
the
books produced to them.
3.That all transactions affecting the business for the year under review have
been properly recorded in the books produced to Messrs KPMG.
4.That all assets and liabilities have been properly taken up in such books
as
at 31 December 1998.
5.No events have occurred and no facts have been discovered since the year end
which could materially affect the true and fair view of the accounts, nor
are
there any such matters which, although properly excluded from the accounts,
need to be disclosed to the members in some other way.
6.The Company has no material contingent liabilities arising from litigation,
potential claims or other matters than those disclosed in the accounts. All
known material liabilities have been included in the accounts.
7.The impact of Year 2000 issues on the computer systems and applications of
the
subsidiaries within the Group has been assessed and a remediation plan
developed. All systems considered to be mission critical have been
identified
and addressed in the remediation plan. We are committing and will continue
to
commit necessary human and financial resources to complete the remediation
plan on a timely basis. Year 2000 issues are not expected to have a
material
adverse effect o the Group's operations or financial results in the next 12
months.
/s/
Director
Nicosia. 4 February, 2000<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 January 1999 to 31 March 1999
<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Period From 1 January 1999 to 31 March 1999
Contents
Officers and professional advisers 1
Auditors' report 2
Consolidated profit and loss account 3
Consolidated balance sheet 4
Consolidated statement of shareholders' equity 5
Consolidated cash flow statement 6
Notes to the consolidated financial statements 7-11
Certificate 12
<PAGE>
New Century Resources Corporation
Officers and Professional Advisers
Directors George Christodoulou
Solon Piitarides
Secretary Chloe Papadopoulou
Auditors KPMG
<PAGE>
KPMG
Certified Public Accountants (Cyprus)
Mail Address Elma House Telephone 02 678700
PO Box 21121 10 Mnasiadou Street Telex 2973 logistics cy
1502 Nicosia 1502 Nicosia Telefax 02 678200
Cyprus Cyprus
E-mail: [email protected]
Auditors' Report to the Board of Directors
Of
New Century Resources Corporation
We have audited the consolidated financial statements on pages 3 to 11 and
have obtained all the information and explanations we considered necessary.
These financial statements are the responsibility of the Company's
management. Our responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with International Standards of
Auditing. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as, evaluating the overall
financial statement presentation. We believe that our audit provides a reasonab
le basis for our opinion.
In our opinion proper books of account have been kept by the company and the
financial statements, which are in agreement therewith, give a true and fair
view of the state of affairs of New Century Resources Corporation and its
subsidiary at 31 March 1999, and of the loss and cash flows of the Group for
the period then ended in accordance with International Accounting Standards.
Without qualifying our opinion we draw attention to the fact that the
consolidated financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 7 to the financial
statements, the Company does not have significant cash or an established
source of operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 7. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
/s/ KPMG
Certified Public
<PAGE>
New Century Resources Corporation
Consolidated Profit and Loss Account
Period From 1 January 1999 to 31 March 1999
1/1/99 1998
31/3/99
US$ US$
Revenue
Consulting Fees 999 4,800
Interest Received - 12
999 4,812
Expenses
General and administrative 920 4,183
Deprecation 79 629
999 4,812
Loss before tax - -
Provision for income tax - -
Net Loss for the period - -
The note on page 7 to 11 form an integral part of the financial statements
<PAGE>
New Century Resources Corporation
Consolidated Balance Sheet
At 31 March 1999
31/3/99 1998
Note US$ US$
Assets
Non Current Assets
Property and equipment 2 552 631
Mineral and Mining rights 3 10,434,451 10,415,821
10,435,003 10,416,452
Current Assets
Cash and cash equivalents 567 573
TOTAL ASSETS 10,435,570 10,417,025
Equity and Liabilities
Capital and reserves
Issued capital 5 8,482 8,482
Capital paid in excess of par value 11,111,544 11,111,544
Retained losses ( 1,617,474)( 1,617,474)
9,502,552 9,502,552
Current Liabilities
Accounts Payable 574 574
Taxes payable 100 100
Note payable - shareholder 4 932,344 913,799
933,018 914,473
Total Equity and liabilities 10,435,570 10,417,025
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Statement of Shareholders' Equity
Period From 1 January 1999 to 31 March 1999
Capital Paid Issued Capital
In Excess of Retained
Shares Amount Par
value Losses
No US$
US$ US$
At 1 October 1999 8,481,724 8,482 11,111,544 (1,617,474)
Net loss for the period - - - -
at 31 December 1999 8,481,724 8,482 11,111,544 (1,617,474)
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Cash Flow Statement
Period From 1 January 1999 to 31 March 1999
1/1/99-
31/3/99 1998
US$ US$
Operating Activities
Net loss for the period - -
Adjustments to reconcile net loss to
net cash outflow from operating activities:
Depreciation 79 629
Net Cash flow from operating activities 79 629
Investing Activities
Investment in mining and mineral rights (18,630) -
Net Cash flow from investing activities (18,630) -
Financing Activities
Proceeds from notes payable - shareholders 18,545 (668)
Net Cash flow from financing activities 18,545 (668)
Decrease in cash and cash equivalents (6) (39)
Cash and cash equivalents at beginning of year 573 612
Cash and cash equivalents at end of year 567 573
The notes on pages 7 to 11 form an integral part of the financial statements.
<PAGE>
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements presented are those of New Century
Resources Corporation (the "Company") and its wholly-owned subsidiary, G. C.
Gulf Western Trading Limited ("G. C."). The Company was incorporated in the
state of Utah on 9 July 1979 as WEM Petroleum. Inc. On 11 January 1994 the
Company's domicile was changed to Nevada. In October of 1993, the Company
changed its name to New Century Resources Corporation and acquired 100% of
the
ordinary (common) shares of G. C. in a reserve acquisition with the Company
in
which the subsidiary became the operating Company. At the time of the
acquisition, the Company was essentially inactive, with no operations or
assets. The former shareholders of G. C. have obtained control of the
Company
as a result of the exchange of Company common shares for the common shares of
G. C.
Accounting Method
The Company's consolidated financial statements are prepared using the
accrual
method of accounting. The Company selected a calendar year end.
Principles of Consolidation
The accompanying consolidated financial statements included the accounts of
the Company and its wholly-owned subsidiary. All significant inter-company
transactions have been eliminated.
Minerals and mining rights
Mineral and mining rights are stated at cost and will be amortized over the
estimated life of the reserves.
Property equipment and depreciation
Property and equipment are sated at cost. Depreciation of property and
equipment owned by the Company is computed using straight-line and
accelerated
methods over the estimated five to ten year useful lives of the related assets
Taxes on income
The Company is liable to the Republic of Cyprus for income taxes at a rate of
4.25% for the years ended 31 December 1998: US$ N11, and 31 December 1997:
US$ 11.
Cash and cash equivalents
For purpose of the consolidated statement of cash flows, the Company considers
all highly investments with an original maturity of three months of less to be
cash equivalents.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
I SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
Management uses estimates and assumptions in preparing financial statement.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Significant estimates include the valuation of proved undeveloped reserves
related to the mineral and mining rights. The mineral and mining rights
constitute 99.9% of the total assets at 31 December 1997. The ultimate
recovery of proved undeveloped reserves id dependent on the success of future
development of the properties and the Company's ability to complete the
development.
Reverse Stock Split
In October 1993 the Company's common stock was reverse split on a 1 for 91
share basis. All references to shares outstanding have been adjusted to
reflect the reverse split on a retroactive basis.
Comparatives
Comparatives have been restated to be presented consistently with the
current-year classification.
Foreign currency
Assets and liabilities of foreign operations have been translated into U.S.
dollars at current, weighted-average and historical rates of exchange.
Income
and expense accounts have been translated into U.S. dollars at weight-average
rates of exchange. Exchanges differences are remeasured into reporting
currency and foreign currency gains and losses are reflected in the profit
and
loss account.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
(2)PROPERTY AND EQUIPMENT
Furniture
and Office
fixtures equipment Totals
US$ US$ US$
Cost
At 1 January 1999 3,149 6,717 9,866
Additions/Disposals - - -
At 31 March 1999 3,149 6,717 9,866
Depreciation
At 1 January 1999 2,846 6,389 9,235
Charges for period 38 41 79
At 31 March 1999 2,884 6,430 9,314
Net book value
31 March 1999 265 287 552
31 December 1998 303 328 631
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
(3)MINING AND MINERAL RIGHTS
The Company has acquired 70% of the mineral and mining rights and grants of
the Klein Trekkopje Uranium Deposit. Nambia with a cost of US$8,580,000,
together with development costs of US$1,605,821. The Company has an option
to
acquire the other 30% of the property for the aggregate sum of US$3,000,000
exercisable in increments of US$1,000,000 for 20%, and US$2,000,000 for the
final 10%. This option can be exercised at any time during which the Company
maintains its interest in the property.
1998 1997
US$ US$
Cost of acquisition 10,415,821 10,415,821
Add: Research and development costs 18,630 -
10,434,451 10,415,821
In early 1994 an agreement was reached whereby an adjacent property was
acquired also known as Klein Trekkopje. Payment towards this acquisition was
withheld until such time as the reports of the second phase were to be
completed by the South African Atomic Energy, the current reserves of this
adjacent property have a value of US$1,271,600,000.
In May 1997 the survey reports of the second phase have been finalized by the
South African Atomic Energy Corporation and payments were effected
accordingly. The Department of Mines and Energy in Namibia has informed Gulf
Western Trading that the licences and grants of the concessions will be
renewed with the provision that a further drilling programme is executed to
determine the overhaul grade of the deposit. The drilling programme will be
executed within a period of 6-7 months at a cost of 200,000 Namibian dollars.
The recoverability of this investment is dependent upon the Company obtaining
the necessary financing to conduct actual mining operations calculated to
provide sufficient revenues to recover the reserves acquisition, exploration
and development costs, as well as any subsequent capitalized expenditures.
The Company has no agreements, understanding or commitments that would
generate the capital needed to finance the commencement of actual mining
operations.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
(4)NOTE PAYABLE SHAREHOLDER
The note payable to shareholder is non-interest bearing and will be repaid in
the normal course of business as funds become available.
(5)SHARE CAPITAL
31/3/99 1998
US$ US$
Authorised
50,000,000 preference shares at US$ 0.001 each 50,000 50,000
100,000,000 ordinary shares at US$ 0.001 each 100,000 100,000
150,000 150,000
Issued
8,781,724 ordinary shares at US$ 0.001 each 8,482 8,482
During 1997, 520,000 of the issued ordinary shares were cancelled due to
non-performance of the holders. As a result the issued share capital was
reduced from USD 9.002 to USD 8.482.
6 REORGANIZATION
The Company entered into an Agreement and Plan of Reorganization with G.C.
Gulf Western Trading Limited. (G.C.) During 1993 whereby the Company acquired
all of the outstanding capital stock of G.C. in exchange for the issuance of
an aggregate of up to 10,000,000 ordinary shares to the shareholders of G.C.
of which 7,2000,000 shares were eventually issued. The reorganization is
treated as a reverse acquisition because the shareholders of the subsidiary
owned a controlling interest in the outstanding shares of the Company
subsequent of the acquisition. The acquisition is recorded using the pooling
interests method of accounting.
Since the reorganization is a reverse acquisition the Subsidiary is treated
as
the surviving entity for accounting purposes. The historical operations and
assets of the Subsidiary are accounted for as the historical operations and
assets of the Company and accumulated deficit of the Company is offset
against
capital paid in excess of par values.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Period From 1 January 1999 to 31 March 1999
7. GOING CONCERN
The Company's financial statements are prepared on a going concern basis
which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has limited cash, liquid
assets, and no established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company
intends to acquire as soon as practicable other existing entities with
substantial revenues and assets through a combination of debt and equity
financing. Until such time a shareholder of the Company has expressed his
commitment to financially support the Company in order to meet its
liabilities
as they fall due.
NEW CENTURY RESOURCES CORPORATION
CERTIFICATE
Period From 1 January 1999 to 31 March 1999
I hereby certify, to the best of our knowledge and belief, as follows:
1. That the total proceeds and expenses of all transactions of the
business for the year have been properly recorded as such in the books
produced to Messrs KPMG.
2.That no reserve or suspense accounts other than those disclosed on the face
of the balance sheet as at 31 December 1998 audited by Messrs KPMG exist in
the
books produced to them.
3.That all transactions affecting the business for the year under review have
been properly recorded in the books produced to Messrs KPMG.
4.That all assets and liabilities have been properly taken up in such books
as
at 31 December 1998.
5.No events have occurred and no facts have been discovered since the year end
which could materially affect the true and fair view of the accounts, nor
are
there any such matters which, although properly excluded from the accounts,
need to be disclosed to the members in some other way.
6.The Company has no material contingent liabilities arising from litigation,
potential claims or other matters than those disclosed in the accounts. All
known material liabilities have been included in the accounts.
7.The impact of Year 2000 issues on the computer systems and applications of
the
subsidiaries within the Group has been assessed and a remediation plan
developed. All systems considered to be mission critical have been
identified
and addressed in the remediation plan. We are committing and will continue
to
commit necessary human and financial resources to complete the remediation
plan on a timely basis. Year 2000 issues are not expected to have a
material
adverse effect o the Group's operations or financial results in the next 12
months.
/s/
Director
Nicosia. 4 February, 2000
New Century Resources Corporation
Consolidated Financial Statements
Year Ended 31 December 1998
<PAGE>
New Century Resources Corporation
Consolidated Financial Statements
Year Ended 31 December 1998
CONTENTS
Officers and professional advisers 1
Auditors' report 2
Consolidated profit and loss account 3
Consolidated balance sheet 4
Consolidated statement of shareholders' equity 5
Consolidated cash flow statements 6
Notes to the consolidated financial statements 7-12
Certificate 13
<PAGE>
New Century Resources Corporation
Officers and Professional Advisers
Directors George Christodoulou
Solon Piitarides
Secretary Chloe Papadopoulou
Auditors KPMG
<PAGE>
KPMG
Certified Public Accountants (Cyprus)
Mail Address Elma House Telephone 02 678700
PO Box 21121 10 Mnasiadou Street Telex 2973 logistics cy
1502 Nicosia 1502 Nicosia Telefax 02 678200
Cyprus Cyprus
E-mail: [email protected]
AUDITORS' REPORT TO THE BOARD OF DIRECTORS
OF
NEW CENTURY RESOURCES CORPORATIONS
We have audited the consolidated financial statements on pages 3 to 12 and
have obtained all the information and explanations we considered necessary.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with International Standards on
Auditing. 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 evacuating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion proper books of account have been kept by the company and
the financial statements, which are in agreement therewith, give a true and
fair view of the state of affairs of New Century Resources Corporation and
its subsidiary at 31 December, 1998 and of the loss and cash flows of the
Group
of the year then ended in accordance with International Accounting Standards.
Without qualifying our opinion we draw attention to the fact that the
consolidated financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 7 to the financial
statements, the Company does not have significant cash or an established
sources of operations. These conditions raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to
these
matters are also described in Note 7. The consolidated financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
KPMG
/s/ KPMG
Certified Public
Accountants (Cyprus)
<PAGE>
New Century Resources Corporation
Consolidated Profit and Loss Account
Year ended 31 December 1998
1998 1997
US$ US$
Revenue
Consulting Fees 4,800 4,750
Interest received 12 12
4,812 4,762
Expenses
General and administrative 4,183 5,070
Deprecation 629 987
4,812 6,057
Loss before tax - (1,295)
Provision for income tax - ( 11)
Net Loss for the year - (1,306)
The note on page 7 to 12 form an integral part of the financial statements
<PAGE>
New Century Resources Corporation
Consolidated Balance Sheet
At 31 December 1998
1998 1997
Note US$ US$
Assets
Non Current Assets
Property and equipment 2 631 1,260
Mineral and Mining rights 3 10,415,821 10,415,821
10,416,452 10,417,081
Current Assets
Cash and cash equivalents 573 612
TOTAL ASSETS 10,417,025 10,417,693
Equity and Liabilities
Capital and reserves
Issued capital 5 8,482 8,482
Capital paid in excess of par value 11,111,544 11,111,544
Retained losses ( 1,617,474)( 1,617,474)
9,502,552 9,502,552
Current Liabilities
Accounts Payable 574 574
Taxes payable 100 100
Note payable - shareholder 4 913,799 914,467
914,473 915,141
Total Equity and liabilities 10,417,025 10,417,693
These financial statements were approved by the Board of Directors on 24
January 2000.
/s/KPGM
The notes on pages 7 to 12 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Statement of Shareholders' Equity
Year Ended 31 December 1998
Capital Paid Issued Capital
In Excess of Retained
Shares Amount Par
value Losses
No US$
US$ US$
At 1 January 1997 9,001,724 9,002 11,109,599
(1,616,168)
(Redemption)/contribution
Of capital ( 520,000) ( 520) 1,945 -
Net loss for the year - - - (
1,306)
At 1 January 1998 8,481,724 8,482 11,111,544
(1,617,474)
Net Loss for the year - - - -
at 31 December 1998 8,481,724 8,482 11,111,544
(1,617,474)
The notes on pages 7 to 12 form an integral part of the financial statements.
<PAGE>
New Century Resources Corporation
Consolidated Cash Flow Statement
Year ended 31 December 1998
1998 1997
US$ US$
Operating Activities
Net loss for the year - (1,306)
Adjustments to reconcile net loss to
net cash outflow from operating activities:
Depreciation 629 987
Increase is accounts payable - 13
Net Cash flow from operating activities 629 (306)
Investing Activities
Investment in mining and mineral rights - (95,000)
Net Cash flow from investing activities - (95,000)
Financing Activities
Contributed capital - 1,425
Proceeds from notes payable - shareholders (668) 93,870
Net Cash flow from financing activities (668) 95,295
Decrease in cash and cash equivalents ( 39) ( 11)
Cash and cash equivalents at beginning of year 612 623
Cash and cash equivalents at end of year 573 612
The notes on pages 7 to 12 form an integral part of the financial statements.
<PAGE>
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
(1)SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The consolidated financial statements presented are those of New Century
Resources Corporation (the "Company") and its wholly-owned subsidiary, G. C.
Guld Western Trading Limited ("G. C."). The Company was incorporated in the
state of Utah on 9 July 1979 as WEM Petroleum. Inc. On January 1994 the
Company's domicile was changed to Nevada. In October of 1993, the Company
changed its name to New Century Resources Corporation and acquired 100% of
the
ordinary (common) shares of G. C. in a reserve acquisition with the Company
in
which the subsidiary became the operating Company. At the time of the
acquisition, the Company was essentially inactive, with no operations or
assets. The former shareholders of G. C. have obtained control of the
Company
as a result of the exchange of Company common shares for the common shares of
G. C.
Accounting Method
The Company's consolidated financial statements are prepared using the
accrual
method of accounting. The Company selected a calendar year end.
Principles of Consolidation
The accompanying consolidated financial statements included the accounts of
the Company and its wholly-owned subsidiary. All significant inter-company
transactions have been eliminated.
Minerals and mining rights
Mineral and mining rights are stated at cost and will be amortized over the
estimated life of the reserves.
Property equipment and depreciation
Property and equipment are sated at cost. Depreciation of property and
equipment owned by the Company is computed using straight-line and
accelerated
methods over the estimated five to ten year useful lives of the related assets
Taxes on income
The Company is liable to the Republic of Cyprus for income taxes at a rate of
4.25% for the years ended 31 December 1998: US$ N11, and 31 December 1997:
US$
11.
Cash and cash equivalents
For purpose of the consolidated statement of cash flows, the Company
considers
all highly investments with an original maturity of three months of less to
be
cash equivalents.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
I SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates
Management uses estimates and assumptions in preparing financial statement.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses.
Significant estimates include the valuation of proved undeveloped reserves
related to the mineral and mining rights. The mineral and mining rights
constitute 99.9% of the total assets at 31 December 1997. The ultimate
recovery of proved undeveloped reserves id dependent on the success of future
development of the properties and the Company's ability to complete the
development.
Reverse Stock Split
In October 1993 the Company's common stock was reverse split on a 1 for 91
share basis. All references to shares outstanding have been adjusted to
reflect the reverse split on a retroactive basis.
Comparatives
Comparatives have been restated to be presented consistently with the
current-year classification.
Foreign currency
Assets and liabilities of foreign operations have been translated into U.S.
dollars at current, weighted-average and historical rates of exchange.
Income
and expense accounts have been translated into U.S. dollars at weight-average
rates of exchange. Exchanges differences are remeasured into reporting
currency and foreign currency gains and losses are reflected in the profit
and
loss account.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
(2)PROPERTY AND EQUIPMENT
Furniture
and Office
fixtures equipment Totals
US$ US$ US$
Cost
At 1 January 1998 3,149 6,717 9,866
Additions/Disposals - - -
At 31 December 1998 3,149 6,717 9,866
Depreciation
At 1 January 1998 2,531 6,075 8,606
Charges for year 315 314 629
At 31 December 1998 2,846 6,389 9,235
Net book value
31 December 1998 303 328 631
31 December 1997 618 642 1,260
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
(3)MINING AND MINERAL RIGHTS
The Company has acquired 70% of the mineral and mining rights and grants of
the Klein Trekkopje Uranium Deposit. Nambia with a cost of US$8,580,000,
together with development costs of US$1,605,821. The Company has an option
to
acquire the other 30% of the property for the aggregate sum of US$3,000,000
exercisable in increments of US$1,000,000 for 20%, and US$2,000,000 for the
final 10%. This option can be exercised at any time during which the Company
maintains its interest in the property.
1998 1997
US$ US$
Cost of acquisition 8,580,000 8,580,821
Add: Research and development costs 1,835,821 1,835,821
10,415,821 10,415,821
In early 1994 an agreement was reached whereby an adjacent property was
acquired also known as Klein Trekkopje. Payment towards this acquisition was
withheld until such time as the reports of the second phase were to be
completed by the South African Atomic Energy, the current reserves of this
adjacent property have a value of US$1,271,600,000.
In May 1997 the survey reports of the second phase have been finalized by the
South African Atomic Energy Corporation and payments were effected
accordingly. The Department of Mines and Energy in Namibia has informed Gulf
Western Trading that the licences and grants of the concessions will be
renewed with the provision that a further drilling programme is executed to
determine the overhaul grade of the deposit. The drilling programme will be
executed within a period of 6-7 months at a cost of 200,000 Namibian dollars.
The recoverability of this investment is dependent upon the Company obtaining
the necessary financing to conduct actual mining operations calculated to
provide sufficient revenues to recover the reserves acquisition, exploration
and development costs, as well as any subsequent capitalized expenditures.
The Company has no agreements, understanding or commitments that would
generate the capital needed to finance the commencement of actual mining
operations.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
(4)NOTE PAYABLE SHAREHOLDER
The note payable to shareholder is non-interest bearing and will be repaid in
the normal course of business as funds become available.
(5)SHARE CAPITAL
1998 1997
US$ US$
Authorised
50,000,000 preference shares at US$ 0.001 each 50,000 50,000
100,000,000 ordinary shares at US$ 0.001 each 100,000 100,000
150,000 150,000
Issued
8,781,724 ordinary shares at US$ 0.001 each 8,482 8,482
During 1997, 520,000 of the issued ordinary shares were cancelled due to
non-performance of the holders. As a result the issued share capital was
reduced from USD 9.002 to USD 8.482.
6REORGANIZATION
The Company entered into an Agreement and Plan of Reorganization with G.C.
Gulf Western Trading Limited. (G.C.) During 1993 whereby the Company acquired
all of the outstanding capital stock of G.C. in exchange for the issuance of
an aggregate of up to 10,000,000 ordinary shares to the shareholders of G.C.
of which 7,2000,000 shares were eventually issued. The reorganization is
treated as a reverse acquisition because the shareholders of the subsidiary
owned a controlling interest in the outstanding shares of the Company
subsequent of the acquisition. The acquisition is recorded using the pooling
interests method of accounting.
Since the reorganization is a reverse acquisition the Subsidiary is treated
as
the surviving entity for accounting purposes. The historical operations and
assets of the Subsidiary are accounted for as the historical operations and
assets of the Company and accumulated deficit of the Company is offset
against
capital paid in excess of par values.
NEW CENTURY RESOURCES CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Year ending 31 December 1998
7. GOING CONCERN
The Company's financial statements are prepared on a going concern basis
which
contemplates the realization of assets and liquidation of liabilities in the
normal course of business. However, the Company has limited cash, liquid
assets, and no established source of revenues sufficient to cover its
operating costs and allow it to continue as a going concern. The Company
intends to acquire as soon as practicable other existing entities with
substantial revenues and assets through a combination of debt and equity
financing. Until such time a shareholder of the Company has expressed his
commitment to financially support the Company in order to meet its
liabilities
as they fall due.
NEW CENTURY RESOURCES CORPORATION
CERTIFICATE
Year ending 31 December 1998
I hereby certify, to the best of our knowledge and belief, as follows:
1. That the total proceeds and expenses of all transactions of the
business for the year have been properly recorded as such in the books
produced to Messrs KPMG.
2.That no reserve or suspense accounts other than those disclosed on the face
of the balance sheet as at 31 December 1998 audited by Messrs KPMG exist in
the
books produced to them.
3.That all transactions affecting the business for the year under review have
been properly recorded in the books produced to Messrs KPMG.
4.That all assets and liabilities have been properly taken up in such books
as
at 31 December 1998.
5.No events have occurred and no facts have been discovered since the year end
which could materially affect the true and fair view of the accounts, nor
are
there any such matters which, although properly excluded from the accounts,
need to be disclosed to the members in some other way.
6.The Company has no material contingent liabilities arising from litigation,
potential claims or other matters than those disclosed in the accounts. All
known material liabilities have been included in the accounts.
7.The impact of Year 2000 issues on the computer systems and applications of
the
subsidiaries within the Group has been assessed and a remediation plan
developed. All systems considered to be mission critical have been
identified
and addressed in the remediation plan. We are committing and will continue
to
commit necessary human and financial resources to complete the remediation
plan on a timely basis. Year 2000 issues are not expected to have a
material
adverse effect o the Group's operations or financial results in the next 12
months.
/s/
Director
Nicosia. 24 January 2000
PART III
EX-3.(i) Articles of Incorporation
EX-3.(ii) Artciles of Amendment
EX-3.(iii) Articles of Incorporation
EX-3.(iv) Articles of Merger
EX-3.(v) Bylaws
EX-10 Agreement
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the
registrant caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
NEW CENTURY RESOURCES CORPORATION
/s/ George Christodoulou
George Christodoulou, President and Chief
Executive Officer
ARTICLES OF INCORPORATION
OF
WEM PERITONEUM INC.
WE, THE UNDERSIGNED natural persons of the age of twenty one years Or More,
acting as incorporators of a corporation under the Utah Business corporation
Act, adopt the following Articles of Incorporation for such corporation:
ARTICLE I - NAME
The name of this corporation is Wem Petroleum, Inc.
ARTICLE II - DURATION
The duration of this corporation is perpetual.
ARTICLE III - PURPOSES
The purpose or purposes for which this corporation is organized are:
a. Exploration, drilling and production on petroleum properties owned
and/or leased by the corporation.
b. To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange or otherwise dispose of or deal in or with its own
corporate securities or stock or other securities, including without
limitations, any shares of stock, bonds, debentures, notes, mortgages, or
other obligations, and any certificates, receipts or other instruments
representing rights or interests therein or any property or assets created or
issued by any person, firm association, or corporation,.or
government or subdivisions, agencies or instrumentalities thereof; to make
payment therefore its own securities or to use its unrestricted and
unreserved
earned surplus for the purchase of its own shares, and to exercise as owner or
Powers and Privileges in respect thereof.
c. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conducive to
or expedient for protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do,
in
any part of the world as principals, agents, partners, trustees or otherwise,
either alone or in conjunction with any other person, association or
corporation.
d. The foregoing clauses shall be construed both as purposes and powers
and shall not be held to limit or restrict in any manner the enjoyment and
exercise thereof, as conferred by the laws of the State of Utah; and it is
the
intention that the purposes and powers specified in each of the paragraphs of
this Article III shall be regarded as independent purposes and powers.
ARTICLE IV - STOCK
The aggregate number of shares which this corporation shall have authority to
issue is 10,000,000 shares of $0.01 par. All stock of the corporation shall
be of the same class, common, and shall have the same rights and
preferences.
Fully-paid stock of this corporation shall not be liable to any further call
or assessment.
ARTICLE V - AMENDMENT
These Articles of Incorporation may be amended by the affirmative vote of a
majority of the shares entitled to vote on each such amendment.
ARTICLE VI - SHAREHOLDER RIGHTS
The authorized and treasury stock of this corporation may be issued at such
time upon such terms and conditions and for each of the stock of this
corporation.
ARTICLE VII - CAPITALIZATION
This corporation will not commence business until consideration of a value of
at least $1,000 has been received for the issuance of shares.
ARTICLE VIII - INITIAL OFFICE. AND AGENT
The address of this corporation's initial registered office
and the name of its original registered agent at such address is:
James A. Hemingway
894 Chapel Drive
Bountiful, Utah 84010
ARTICLE IX - DIRECTORS
The number of Directors constituting the initial Board of Directors of this
corporation is three. The names and addresses of persons who are to serve as
Directors until the first annual meeting of stockholders, or until their
successors are elected and qualify, are:
NAME, STREET ADDRESS, CITY AND STATE:
James A. Hemingway, 894 Chapel Drive, Bountiful, Utah 84010
James Formeller, 758 West 1000 South, Woodscross, Utah 84087
Dale L. Parkin, 1337 North Deerfield Drive, Centerville, Utah 84014
ARTICLE X - INCORPORATORS
The name and address of each incorporator is:
NAME, STREET, ADDRESS, CITY AND STATE:
James A. Hemingway, 894 Chapel Drive, Bountiful, Utah 84010
James Formeller, 758 West 1000 South, Woodscross, Utah 84087
Dale L. Parkin, 1337 North Deerfield Drive, Centerville, Utah 84014
ARTICLE XI
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and one or more of
its Directors or any other corporation, firm, association or entity in which
one or more of its Directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest, or because such Director or Directors are present at the meeting
cause his or their votes are counted for such purpose if; (a) the fact of
such
relationship or interest is disclosed or known to the Board of Directors or
committee which authorizes, approves or ratifies the contract or transaction
by vote or consent sufficient for the purpose without counting the votes or
consents ' of such interested Director or (b) the fact of such relationship
or interest is disclosed or known to the shareholders entitled to vote and
they authorize, approve or ratify such contract or transaction by vote or
written consent; or (c) the contract or transaction is fair and reasonable to
the corporation.
Common or interested Directors may be counted in determining the presence of
a quorum at a meeting of the Board of Directors or committee thereof which
authorizes, approves or ratifies such contract or transaction.
DATED this 9th day of July 1979.
/s/ James A Hemingway
/s/ Dale L Parkins
/s/ James Formeller
STATE OF UTAH
.ss
COUNTY OF SALT LAKE
I, O. Robert Meredith, a Notary Public, hereby certify that on the day of 9th
day ofJuly, 1979, James A. Hemingway, James Formeller, and Dale L. Parkin
personally appeared before me who, being by me first duly sworn, severally
declared that they arethe persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
DATED THIS 9th day of July, 1979.
/s/ O Robert Meredith
Notary Public, Residing in
Salt Lake County, Utah
CERTIFICATE OF AMENDMENT
THE ARTICLES OF INCORPORATION OF
WEM PETROLEUM INC.
A Special Meeting of shareholders of WEM PETROLEUM INC. (the "Company")
was, held on the 25th of October, 1993 at 8 East Broadway, Suite 735, Salt
Lake City, Utah, 84111, at 10:00 a.m. Mountain Standard Time pursuant to
notice
thereof. On the date of the Meeting there were 46,657,500 common shares
issued and outstanding, and there were present or represented by proxy at the
Meeting 40,000,000 common shares, all of which voted in favor of adopting a
resolution authorizing the Company's Board of Directors to amend the
Company's Articles of Incorporation as follows:
Article I - NAME is proposed to be amended as follows:
ARTICLE I
NAME
The name of the corporation is NEW CENTURY RESOURCES CORPORATION.
Article IV - STOCK is proposed to be amended as follows:
ARTICLE IV
STOCK
(a) The Corporation is authorized to issue two classes of shares to be
designated respectively "preferred" and "common". The total number of shares
which the corporation is authorized to issue is one-Hundred Million
(100,000,000) shares. The number of preferred shares authorized is
Fifty-Million (50,000,000) shares, and the par value of each such share is
$0.001.The number of common shares authorized is Fifty-million (50,000,000)
shared, and the par value of each such share is $.001.
(b) The authorized common stock of this corporation may be issued at
such time, upon such terms and conditions, and for such consideration as the
Board of Directors shall determine.
(c) The preferred shares may be issued in series and from time to time
with such designations, preferences, and relative participating, optional,
or other rights, qualifications, limitations, or restrictions thereof as
shall
be stated and expressed in the resolution or resolutions providing for the
issue
of such class, classes or series adopted by the Board of Directors, pursuant
to the authority hereby given as provided by statute. Each class or series
may be made subject to redemption as such time and at such price or prices as
such resolution or resolutions providing for the issue of such stock shall
state and express. The holders of the preferred stock of any class or series
shall be entitled to receive dividends at such rates, on such conditions, and
at such times, and shall be entitled to such rights upon the dissolution of
or upon any distribution of, the assets of the corporation, and the preferred
stock of any class or series may be convertible into or exchangeable for
shares of any other class, classes, or series of capital stock of the
corporation, at such price or prices, or at such rates of exchange, and with
such adjustments, and shall be stated and expressed in the resolution or
resolutions of the Board of Directors providing for the issuance thereof.
WHEREFORE, the Corporation has hereunto set its hand this 25th day of
October, 1993.
WEM PETROLEUM, INC.
/s/ Justeene Blankenship
Justeene Blankenship, President
/s/ Dannette Uyeda
Dannette Uyeda, Secretary/Treasurer
ARTICLES OF INCORPORATION
OF
NEW CENTURY RESOURCES CORPORATION
The undersigned, in order to form a corporation for the purposes
hereinafter stated under and pursuant to the general corporation law of the
State of Nevada does hereby certify as follows:
ARTICLE I
NAME
The name of this corporation is: NEW CENTURY RESOURCES
CORPORATION.
ARTICLE II
PURPOSES
The purpose or purposes for which this corporation is organized are:
a. To locate, patent, purchase, lease, exchange, trade for or otherwise
acquire,
and to hold, own, use, operate, work, extend, improve, and develop, and to
sell,
exchange, assign, transfer, mortgage, grant security interests in,
lease, or otherwise dispose of, in whole or in part, and wherever situated,
mines, mining rights, and claims, metalliferous lands, quarries, quarry
rights, water, water rights, ditches, reservoirs, oil and gas properties and
interests therein, timber and timber properties, and any all other types of
natural resources, and any rights, right of way, easements, privileges,
permits, or franchises suitable or convenient for any of the purposes of the
business, and to deal in the same in every way; to timber, quarry, mine,
drill,
excavate, produce, purchase, lease, prospect for, claim and otherwise acquire,
and to process refine, and develop, and to sell, exchange, trade, deal in and
with,and otherwise dispose of asbestos, sulphur, silica,. feldspar, uranium,
vanadium,rare earth, mica, copper, coal, lead, silver, gold, gas, oil, oil
shade, and other minerals, timber and timber related products, ores, and
properties of every kind or nature, and of earth, rock, sand, shale, and
other
substances containing mineral and ore deposits; and to manufacture, produce,
purchase, lease, or otherwise acquire, and to use operate, improve, repair,
replace and develop, and to sell, trade, exchange, lease, and otherwise
dispose
of any and all materials, machinery, facilities, appliances, products,
equipment, or supplies, proper or adapted to be used in or in connection with
or incidental to the prospecting, development, production, processing,
preparation, shipment, and delivery of any of the foregoing minerals, ores,
timber or other natural resources and any by-products therefrom; and to do
any
and all things incidental thereto, or necessary, expedient, or proper to be
done in connection with the matters and things set forth herein.
b. To acquire by purchase, exchange, gift, bequest, subscription or
otherwise, and to hold, own, mortgage, pledge, hypothecate, sell assign,
transfer, exchange or otherwise dispose of or deal in or wit its own
corporate
securities or stock or other securities, including without limitations, any
shares of stock, bonds, debentures, notes, mortgages, or other obligations,
and any certificates, receipts or their instruments representing rights or
interests therein or any property or assets created or issued by any person,
firm association, or corporation, or any government or subdivisions, agencies
or instrumentalities thereof; to make payment therefore its own securities or
to use its unrestricted and unreserved earned surplus for the purchase of its
own shares,and to exercise as owner or holder of any securities, any and all
rights, powers and privileges in respect thereof.
C. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may at any time appear conducive to
or expedient for protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do,
in
any part of the world as principals, agents, partners, trustees or otherwise,
either alone or in conjunction with any other person, association or
corporation.
d. The foregoing clauses shall be construed both as purposes and powers
and
shall not be held to limit or restrict in any manner the enjoyment and
exercise thereof, as conferred by the laws of the State of Nevada; and it is
the intention that the purposes and powers specified in each of the
paragraphs
of this Article III shall be regarded as independent purposes and powers.
ARTICLE III
STOCK
(a) The Corporation is authorized to issue two classes of shares to be
designated respectively "preferred" and "common". The total number of shares
which the corporation is authorized to issue is One-Hundred Fifty-Million
(150,000,000) shares. The number of preferred shares authorized is
Fifty-Million (50,000,000) shares, and the par value of each such share is
$0.001. The number of common shares authorized is One-Hundred-Million
(100,000,000) shares, and the par value of each such share is $0.001.
(b) The authorized common stock of this corporation may be issued at such
time, upon such terms and conditions, and for such consideration as the Board
of Directors shall determine.
(c) The preferred shares may be issued in series and from time to time
with such voting power, designations, preferences, and relative
participating,
optional, or other rights, qualifications, limitations, or restrictions
thereof as shall be stated and expressed in the resolution or resolutions
providing for the issue of such class, classes or series adopted by the Board
of Directors, pursuant to the authority hereby given and provided by
statute.
Each class or series may be made subject to redemption as such time and at
such price or prices as such resolution or resolutions providing for the
issue
of such stock shall state and express. The holders of the preferred stock of
any class or series shall be entitled to receive dividends at such rates, on
such conditions, and at such times, as provided for in a resolution adopted
by
the Board of Directors, payable in preference to or in relation to, the
dividends payable on any other class or classes of stock; Preferred
Shareholders shall be entitled to such rights upon the dissolution of, or
upon
any distribution of, the assets of the corporation as may be stated in a
resolution adopted by the Board of Directors; or any class or series may be
convertible into or exchangeable for shares of any other class, classes, or
series of capital stock of the corporation, at such price or prices, or at
such
rates of exchange, and with such adjustments, and shall be stated and
expressed
in the resolution or resolutions of the Board of Directors providing for
the
issuance thereof.
ARTICLE IV
STOCK NON-ASSESSABLE
The holders of the capital stock hereof, upon payment in full of the
subscription, shall not be subject to any assessment whatsoever to pay the
debts of the corporation.
ARTICLE V TERM OF EXISTENCE
This corporation shall have a perpetual existence.
ARTICLE VI
PREEMPTIVE RIGHTS
Shareholders shall not be entitled to preemptive rights.
ARTICLE VII
CUMULATIVE VOTING
No cumulative voting shall be permitted in the election of Directors.
ARTICLE VIII
INITIAL OFFICE AND AGENT
The address of the initial registered office of the corporation is 1025
Ridgeview, Suite 400, Reno, Nevada 89509, Washoe County, and the name of
the Corporation's initial registered agent at such address is Michael J.
Morrison, Esq.
ARTICLE IX
DIRECTORS
The number of Directors constituting the initial Board of Directors of this
corporation are three (3). The number of Directors may, at any time or
times,
be increased or decreased by a duly adopted amendment to these Articles of
Incorporation, or in such manner as provided in the By-Laws of this
Corporation. There shall be no less than three (3) nor more than nine (9)
Directors. The names and addresses of the persons who are to serve as the
initial directors until the first annual meeting of stockholders, or until
their successors are duly elected and qualified are:
GEORGE CHRISTODOULOU
8162 Mizer Lane
Boca Raton, FL 33433
SOLON PIITARIDES
3RD Floor, Kdficous Bldg.
32 Andreas Araouzos Street
P.O. Box 5631
Nicosia, Cyprus
CHLOE PAPADOPOULOU
3RD Floor, Kjiticous Bldg.
32 Andreas Araouzos Street
P.O. Box 5631
Nicosia, Cyprus
ARTICLE X
LIMITED LIABILITY
No Officer or Director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for breach of any
fiduciary duty as an Officer or Director, except for liability (i) for any
breach of the Officers or Directors duty of loyalty to the Corporation or its
shareholders, (ii) misconduct or a knowing violation of law, or (iii) for
any
transaction fromwhich the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is corporation to authorize
corporate action further amended after the date of in eliminating or limiting
the personal liability of Officers or Directors, then the liability of an
Officer or Director of the corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada General
Corporation Law, or amendments thereto. No repeal or modification of this
paragraph shall adversely affect any right or protection of an Officer of
Director of the Corporation prior to or existing at the time of such repeal
or modification.
ARTICLE XI
INDEMNIFICATION
Each person who was or is made a party or is threatened to be made a party
to or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of
the
fact that he or she is the legal representative, is or was an he or she, or a
person for whom officer or Director of the Corporation or is or was serving at
the request of the corporation as an Officer or Director of another
corporation
or of a partnership, joint venture, trust or other enterprise, including
service
with respect to employee benefit proceeding is alleged action in an official
capacity as is of such plans, whether the Officer or Director or in any
other
capacity while serving as an Officer or Director, shall be indemnified and
held
harmless by the Corporation to the fullest extent authorized by the Nevada
General Corporation Law, as the same exists or may hereafter be amended,
(but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all
expense, liability and loss (including attorneys fees, judgments, fines,
excise
taxes or penalties and amounts to be paid in settlement) reasonably incurred
or
suffered by such person in connection therewith and such indemnification
shall
continue as to a person who has ceased to be an Officer or Director and shall
inure to the benefit of his or her heirs, executors and administrators;
however,
that except as provided herein with respect to proceedings seeking to enforce
rights to indemnification in connection with a proceeding (or part thereof
initiated by such person, only if such proceeding (or part thereof was
authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and
shall
include the right to be paid by the Corporation for expenses incurred in
defending any such proceeding in advance of its final disposition; provided
however, that, if the Nevada General Corporation Law requires the payment of
such expenses incurred by an Officer or Director in his or her capacity in as
an
Officer or Director (and not in any other capacity in which service was or
is
rendered by such person while an Officer or Director, including, without
limitation, service to an employee benefit plan).
The Director or Officer shall furnish to the Corporation a written undertaking
executed personally, or on his or her behalf, to repay the advance if
it is determined that such Officer or Director is not entitled to be
indemnified
under this Section or otherwise. The undertaking required by this Section
shall
be an unlimited general obligation or the Director or Officer, but need not
be
secured and may be accepted without reference to financial ability to make
repayment.
If a claim hereunder is not paid in full by the Corporation within (90)
Ninety
days after a written claim has been received by the Corporation, the claimant
may, at any time thereafter, bring suit against the Corporation to recover
the
unpaid amount of the claim and, if successful, in whole or in part, the
claimant shall be entitled to be paid the expense of prosecuting such claim,
including reasonable attorneys fees. It shall be a defense to any such
action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance. its final disposition where the required
undertaking, if any, is required, tendered to the corporation) that the
claimant has not met the standards of conduct which make it permissible under
the Nevada General Corporation Law for the Corporation to indemnify
the claimant proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its Board of Directors, independent
legal
counsel, or its shareholders) to have a determination prior to the
commencement
of such action that indemnification of the claimant if proper to the
commencement of such action that indemnification of the claimant is proper in
the circumstances
because he or she me the applicable standard conduct set forth in the Nevada
General Corporation Law, nor an actual determination by the corporation
(including its Board of Directors, independent legal counsel, or its
shareholder
that the claimant has not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that the claimant has not met
the applicable standard of conduct.
The right to indemnification and the payment of expenses incurred in
defending
a proceeding in advance of its final disposition conferred in this Section
shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-law, agreement, vote of shareholders, disinterested
Directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect itself and
any other Officer, Director or Employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the Board
of Directors, grant rights to indemnification to any employee or agent of the
Corporation to the fullest extent of the provisions of this section with
respect to the indemnification and advancement of expenses of Officers and
Directors of the Corporation or individuals serving at the request of the
Corporation as an Officer, Director, employee or agent of another
corporation, partnership, joint venture, trust, or other enterprise.
ARTICLE XII
INCORPORATOR
The name and address of the incorporator is:
ROBERT J. NIELSON, ESQ.
3098 S. Highland Dr., Suite 300
Salt Lake City, Utah 84106
DATED this 7th day of January, 1994.
/s/ Robert J. Nielson, Esq.
Robert J. Nielson, Esq.
STATE OF UTAH
)ss
COUNTY OF SALT LAKE
On the 7th day of January, 1994 personally appeared before me,
ROBERT J. NIELSON, ESQ., who being by me first duly sworn, declared that
he is the person who signed the foregoing instrument and that the statements
therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal as of the date
hereinabove mentioned.
/s/ Michelle M. Mills
NOTARY PUBLIC
Residing in Salt Lake City
My commission expires 10-15-96
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
IN THE MATTER OF NEW CENTURY RESOURCES CORPORATION
Michael J. Morrison, hereby certify that on the 10th day of January
1994, 1 accepted the appointment as Resident Agent of the above entitled
corporation in accordance with Sec. 78.090, NRS 1957.
Furthermore, that the principal office in this State is located in Suite 400,
1025 Ridgeview, Reno, Washoe County, State of Nevada, 89509.
IN WITNESS WHEREOF, I have hereunto set my hand this 10th day of
January 1994.
/s/ Michael J. Morrision
Michael J. Morrison
ARTICLES OF MERGER
by and between
NEW CENTURY RESOURCES CORPORATION (a Utah corporation)
and
NEW CENTURY RESOURCES CORPORATION (a Nevada corporation)
Pursuant to the provisions of Section 78.458 of the Nevada Revised Statutes,
the undersigned domestic and foreign corporations adopt the following
Articles of Merger for the purpose of merging them into one such corporations:
FIRST: The names of the undersigned corporations and the states under the
laws of which they are respectively organized are:
New Century Resources Corporation Utah
New Century Resources Corporation Nevada
SECOND: The laws of the state under which the foreign
corporation is organized permit such a merger.
THIRD: The name of the surviving corporation is New Century Resources
Corporation, and is to be governed under the laws of the State of Nevada.
FOURTH: The following Plan of Merger was adopted by the respective
Boards of Directors of each of the corporate parties in accordance with the
laws of the State under which they are incorporated.
FIFTH: The following Plan of Merger does not require the approval of
the shareholders of the undersigned domestic corporation as the undersigned
domestic corporation has no shares issued and outstanding; the following Plan
of Merger was duly adopted by the shareholders of the foreign corporation in
the manner prescribed by the laws of the State under which it is organized,
namely the State of Utah.
SIXTH: As to the undersigned corporations, the total number of shares
outstanding and the designation and number of outstanding shares entitled to
- -vote on the Plan of Merger, which in the case of each of the undersigned
corporations consists of only one class of stock outstanding, that being
Common Voting Stock are:
Name of corporation No. of outstanding shares
New Century Resources Corporation - Utah 10,501,724 common
New Century Resources Corporation - Nevada -0-
Each of the above referenced corporations also has a class of preferred stock
which is authorized but unissued as of the date of this Plan.
SEVENTH: As to each of the undersigned corporations, the total number of
shares voted for and against such Plan, respectively, which in each case
consists of only one class, that being common voting shares, are as follows:
Name of Corporation total for total
against
New Century Resources Corporation - Utah - 8,374,034 0
New Century Resources Corporation - Nevada - No shares outstanding-
Pursuant to a Special Meeting of Shareholders held on the 21st day of
January,
1994, Pursuant to a notice thereof, shareholders representing a majority of
the common shares of record of New Century Resources Corporation, a Utah
corporation, there being 10,501,724 shares issued and outstanding and
entitled
to vote (pre merger) as of the record date of the Meeting with a total of
8,374,034 shares represented at the Meeting either in person or by
proxy, voted 8,374,034 FOR with -0- shares AGAINST, to complete a
change of domicile by means of a statutory merger, hereinafter referred to as
the 'Plan of Merger", which number of shares was sufficient for the approval
of stockholders to the within Plan of Merger.
EIGHTH: There are no amendments hereby contemplated to the Articles of
Incorporation of the surviving corporation.
New Century Resources Corporation the Utah corporation ( the "'UTAH
Company"), by a resolution adopted by its Board of Directors and a majority
vote of its shareholders, and New Century Resources Corporation, a Nevada
corporation (the "NEVADA Company"), which has just recently been formed or
the purpose of this merger and change of domicile, by a resolution adopted
by its Board of Directors do hereby agree to a merger of the two
corporations
upon the following terms and conditions:
PLAN OF MERGER
WHEREAS, the NEVADA Company has 150,000,000 shares of stock
authorized in two classes as follows: 100,000,000 common shares, par value
$0.001, being single class without series, of which there are -0- shares
issued
and outstanding; and 50,000,000 Preferred Shares, par value $0.001, the rights
and preferences of which may be determined in the discretion of the Board of
Directors, of which there are -0- shares issued and outstanding, as defined in
Article III of its Articles of Incorporation; and
WHEREAS, the UTAH Company has 100,000,000 shares of stock authorized
in two classes as follows: 50,000,000 common shares, par value $0.001, being a
single class without series of which there are 10,501,724 shares issued and
outstanding (pre-merger); and, 50,000,000 Preferred Shares, par value
$0.001, the rights and preferences of which may be determined by the Board of
Directors, of which there are no shares issued and outstanding, as defined in
Article IV of its Articles of Incorporation, as amended, and
WHEREAS, the principal office of the NEVADA Company in the State of
Nevada is located at 1025 Ridgeview, Suite 400, Reno, Nevada, 89509, and
Michael J. Morrison, Esq. is the registered agent of the NEVADA Company
upon whom service of process for the NEVADA Company may be received
within the State of Nevada; and
WHEREAS, the principal United States office of the UTAH Company is located
at 3098 So. Highland Dr., Suite 300, Salt Lake City, Utah 84106, and Robert
J. Nielson, Esq. is the registered agent for the UTAH Company upon whom
service
of process for the UTAH Company may be received within the State of Utah; and
WHEREAS, the Boards of Directors of the NEVADA Company and the UTAH
Company, respectively, deem it advisable and generally in the best interests
of
and to the advantage of the corporate parties and their respective
shareholders
that the UTAH Company merge with the NEVADA Company under and pursuant to the
provisions of Section 78.458 et seq of the Nevada Revised
Statutes and further pursuant the applicable provisions of the Utah Revised
Corporations Act; and
WHEREAS, the Shareholders of the UTAH Company have approved the
merger by a majority of the outstanding shares of the UTAH Company consistent
with the applicable statute under the Utah Revised Corporation Act, Section
16-10a-1101 et.seq., and further in pursuant to and consistent with its
Bylaws, as follows:
The surviving corporation, as in this case, the NEVADA Company, is to be
governed by the laws of the State of Nevada, but it shall comply with the
applicable provisions of the Utah Revised Corporation Act, Section
16-10-1107,
and file its Articles of Merger with the State of Utah so that
a) If it is to transact business in the State of Utah it will comply with
the provisions of Part 15 of the Utah Revised Corporation Act;
b) it shall maintain a registered agent in the State of Utah to accept
service in any proceeding to enforce any obligation or rights of dissenting
shareholders, or in any proceeding based on any cause of action arising with
respect to the UTAH Company, which registered office is located at 3098 So.
Highland Dr., Suite 300, Salt Lake City, Utah 84106, and the name of the
agent as such address is Robert J. Nielson, Esq.; and
C) it agrees that it will promptly pay to any dissenting shareholders of
the UTAH Company, the amount if any to which they shall be entitled under
Part 13 of the Utah Revised Corporations Act.
NOW THEREFORE, for and in consideration of the mutual covenants contained
herein, and for good and valuable consideration, the adequacy and sufficiency
of which is hereby acknowledge, the parties hereto agree as follows:
1. MERGER. The UTAH Company shall be and it hereby is merged into the
NEVADA Company upon the effective date.
2. EFFECTIVE DATE. These Articles of Merger shall comply with the
statutes of the Nevada Revised Statutes and become effective immediately upon
the filing of the same with the office of the Secretary of State of Nevada.
3. SURVIVING CORPORATION. The NEVADA Company shall survive
the merger herein contemplated and shall continue to be governed by the laws
of the State of Nevada, but the separate existence of the UTAH Company shall
cease forthwith upon the Effective Date.
4. AUTHORIZED CAPITAL. The authorized capital stock of the NEVADA
Company following the Effective Date, shall be an aggregate number of
authorized shares of the capital stock of two classes being common and
preferred. There are 50,000,000 Preferred Shares, par value $0.001,
authorized, the rights and preferences of which may be determined at the
discretion of the Board of Directors. The NEVADA Company
also has 100, 000,000 common shares authorized, par value, $0.001, being a
single class, without series, as defined in Article III of its Articles of
Incorporation.
5. CERTIFICATE OF INCORPORATION. The Certificate of
Incorporation, shall be the Certificate of Incorporation of the NEVADA
Company following the effective Date unless and until the same shall be
amended
or repealed in accordance with the provisions thereof, and all rights or
powers
of whatsoever nature conferred with such Certificate of Incorporation or
herein
upon any shareholder or officer or director of the NEVADA Company or upon
any other person whomsoever are subject to this reserve power. Such
Certificate of Incorporation of the NEVADA Company is separate and apart
form this Agreement of Merger and may be separately certified as the
Certificate of Incorporation of the NEVADA Company.
6. BY-LAWS. The Corporate By-Laws shall be the By-Laws as adopted by
the Board of Directors of the NEVADA Company following the Effective Date
unless and until the same shall be amended or repealed in accordance with the
provisions thereof.
7. FURTHER ASSURANCE OF TITLE. If at any time the NEVADA
Company shall consider or be advised that any acknowledgments or assurances in
law or other similar actions are necessary or desirable in order to
acknowledge
or confirm in and to the NEVADA Company any right, title.- or interest in the
UTAH Company held immediately prior to the Effective Date, the UTAH
Company and its proper officers and directors shall and will execute and
deliver
all such acknowledgments or assurances in law and do all things necessary and
proper to acknowledge or confirm such right, title or interest in the NEVADA
Company as shall be necessary to carry out the purposes of this Agreement of
Merger with the NEVADA Company and the proper officers and directors
thereof are fully authorized to take any all such action in the name of the
UTAH Company or otherwise.
8. RETIREMENT OF ORGANIZATION STOCK. Forthwith, upon the
Effective Date, each share of Common Stock of the NEVADA Company,
presently issued and outstanding, if any, shall be retired, and no shares
of Common Stock or any other securities of the NEVADA Company shall be
issued in respect thereof.
9. CONVERSION OF OUTSTANDING STOCK. Forthwith upon the
Effective Date, all of the 10,501,724 common shares (pre-merger), being fully
paid, issued and outstanding and authorized on the books and records of the
UTAH Company, shall be converted on a basis of one to one (1:1) into one
fully paid and non-assessable share of Common Stock of the NEVADA Company for
each one share held of the UTAH Company (pre-merger), and each certificate
nominally representing shares of Common Stock of the UTAH Company shall for
all purposes be deemed to evidence ownership of shares of common stock of the
NEVADA Company. The holders of such certificates of the UTAH Company
shall not be required to immediately surrender the same in exchange for
certificates representing shares of Common Stock of the NEVADA Company,,
and, at any such time upon surrender by any holder of certificates nominally
representing shares of Common Stock in the UTAH Company, the NEVADA
Company will cause to be issued therefor certificates for the shares of Common
Stock of the NEVADA Company, subject to any reverse or forward splits of
said stock in effect thereafter, if any.
10. RETIREMENT OF TREASURY STOCK. Forthwith, upon the Effective
Date, shares of Common Stock of the UTAH Company held in its Treasury, if
any, on the Effective Date, shall be retired and no shares of Common Stock or
other securities of the NEVADA Company shall be issued in respect therefor.
11. BOOK ENTRIES. The merger contemplated hereby shall be treated as a
pooling of interests.
12. BOARD OF DIRECTORS AND OFFICERS. The members of the first
Board of Directors and Officers immediately after the Effective Date of the
merger shall be those persons who were members of the Board of Directors and
the officers, respectively, of the NEVADA Company, immediately prior to the
Effective Date of the merger,, which Officers and Directors also constitute
the Officers and Directors of the UTAH Company immediately prior to the
Effective Date of the merger, and such persons shall serve in such capacity,
respectively, for the terms provided by law or the Bylaws or until their
successors are duly elected and qualified.
13. VACANCIES. If, upon the Effective Date, a vacancy shall exist in the
Board of Directors or in any of the offices of the NEVADA Company as the same
are specified above, such vacancy shall thereafter be filled by appointment
and majority approval of the Board of Directors of the NEVADA Company in
the manner provided for under Nevada law and the By-Laws of the NEVADA
Company.
14. TERMINATION. This Agreement of Merger may be terminated and
abandoned by action of the Board of Directors of the UTAH Company at any
time prior to the Effective Date, whether before or after approval of the
shareholders of the two corporate parties hereto.
15. AUTHORIZATION. This Agreement of Merger was duly authorized by
a majority vote of the shareholders and Directors of the UTAH Company at a
Special Meeting of the Board of Directors and a Special Meeting of the
Shareholders, held on December 17, 1993, and January 21, 1994, respectively,
wherein specific authorization was given for the incorporation and formation
of the NEVADA Company for the purpose of changing the domicile of the
UTAH Company to that of the State of Nevada, and was duly authorized by the
newly formed Board of Directors of the NEVADA Company at on January 11,
1994.
IN WITNESS WHEREOF, each of the corporate parties hereto, pursuant to the
authority duly granted by the Board of Directors, has caused the Articles of
Merger between the UTAH Company and the NEVADA Company to be
executed by its respective Secretary and President on the day of January,
1994.
the UTAH Company the NEVADA Company
New Century Resources Corporation New Century Resources Corporation
By: /s/ George Christodoulou By: /s/ George Christodoulou
George Christodoulou George
Christodoulou
By: /s/ Chloe Papadopoulou By: /s/ Chloe
Papadopoulou
Chloe Papadopoulou Chloe Papadopoulou
STATE OF
ss
COUNTY OF
These Articles of Merger have been acknowledged before me this 24 day of
January, 1994, by George Christodoulou, President, who has executed the
aforementioned document on behalf of the NEVADA Company and the UTAH
Company as set forth herein.
/s/ Haralambus S Savvioss
Notary Public
Subscribed and sworn before me by Ms. Chloe Papadopoulou, who has
executed the within document as Secretary/Treasurer of the NEVADA Company
and the UTAH Company, this 24 day of January, 1994.
/s/ Haralambus S. Savvioss
Notary Public
BY-LAWS
OF
NEW CENTURY RESOURCES CORPORATION
ARTICLE I
OFFICES
1.1 Business Office.
The principal business office ("principal office") of the Corporation shall
be located at any place either within or without the State of Nevada as
designated in the Corporation's most current Annual Report filed with the
Nevada Secretary of State. The Corporation may have such other offices,
either within or without the state of Nevada as the Board of Directors may
designate or as the business of the corporation may require from 'time to
time. The corporation shall maintain at its principal office a copy of
certain records, as specified in sect 2.14 of Article 2.
1.2 Registered Office.
The registered office of the Corporation required by the State of Nevada to
be maintained in the State of Nevada may be, but need not be, changed, from
time to time, by the Board of Directors.
ARTICLE 2
SHAREHOLDERS
2.1 Annual Shareholder Meeting.
The annual meeting of shareholders shall be held at the principal office of
the falls upon a legal holiday then the meeting shall be
held upon the first business day thereafter. The Secretary shall serve
personally or by mail a written notice thereof, not less than ten (10) nor
more than fifty (50) days previous to such meeting, addressed to each
shareholder at his address as it appears on the stock book; but at any
meeting
at which all shareholders not present have waived notice in writing, the
giving of notice as above required may be dispensed with.
2.2 Special Shareholder Meetings.
Special meeting of shareholders, for any purpose or purposes described in the
notice of meeting, may be called by the President, or by the Board of
Directors, and shall be called by the President at the request of the holders
of not less than one-tenth of all outstanding shares of the Corporation
entitled to vote on any issue at the Meeting.
2.3 Place of Shareholder Meetings.
The Board of Directors may designate any place, either within or without the
State of Nevada, as the place for any annual or any special meeting of the
shareholders, unless by written consent, which may be in the form of waivers
of notice or otherwise, all shareholders entitled to vote at the meeting may
designate a different place, either within or without the State of Nevada, as
the place for the holding of such meeting. If no designation is made by
either the Board of Directors or unanimous action of the voting shareholders,
the place of meeting shall be the principal office of the Corporation in the
State of Nevada.
2.4 Notice of Shareholder Meetings.
(a) Required Notice. Written notice stating the place, day and hour
of any annual or special shareholder meeting shall be delivered not
less than 10 nor more than 60 days before the date of the Meeting,
either personally or by mail, by or at the direction of the president,
the Board of Directors, or other persons calling the meeting, to each
shareholder of record entitled to vote at such meeting and to any other
shareholder entitled by the laws of the State of Nevada corporations (the
"Act") or the Articles of Incorporation to receive notice of the meeting.
Notice shall be deemed to be effective at the earlier of: (1) when deposited
in the United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the Corporation, with postage thereon
prepaid; (2) registered or certified mail, return receipt requested, and the
receipt is signed by or on behalf of the addressee; (3) when received; or (4)
5 days after deposit in the United States mail, if mailed postage prepaid
and
correctly addressed to an address, provided in writing by the shareholder,
which is different from that shown in the Corporation's current record of
shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date,
time, and place if the new date, time, and place is announced at the meeting
before adjournment. But if a new record date for the adjourned meeting is, or
must be fixed (see § 2.5 of this Article 2) then notice must be
given
pursuant to the requirements of paragraph (a) of this § 2.4, to those
persons who are shareholders as of the new record date.
(c) Waiver of Notice. A shareholder may waive notice of the Meeting (or
any notice required by the Act, Articles of Incorporation, or Bylaws), by a
writing signed by the shareholder entitled to the notice, which is delivered
to the Corporation (either before or after the date and time stated in the
notice) for inclusion in the minutes of filing with the corporate records.
A. Shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting
unless the shareholder, at the beginning of the meeting, objects to holding
the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the
meeting that is not within the purpose or purposes described in the meeting
notice, unless the shareholder objects to consideration of the matter when it
is presented.
(d) Contents of Notice. The notice of each special shareholder meeting
shall include a description of the purpose or purposes for which the meeting
is called. Except as provided in this sect; 2.4(d), or as provided in the
Corporation's articles, or other, the notice of an annual shareholder meeting
need not include a description of the purpose(s) for which the meeting is
called.
If a purpose of any shareholder meeting is to consider either: (1) a proposed
amendment to the Articles of Incorporation (including any restated articles
requiring shareholder approval); (2) a plan of merger or share exchange;
(3) the sale, lease, exchange or; (3) disposition of all, or substantially
all
of the Corporation's property; (4) the dissolute the removal of a Director,
the notice must so state and be accompanied by respectively, a copy or
summary
of the: (a) articles of amendment; (b) plan of merger or share exchange; and
(c) transaction for disposition of all, or substantially all, of the
Corporation's property. If the proposed corporate action creates dissenters'
rights, as provided in the Act, the notice must state that shareholders are,
or
may be entitled to assert dissenters' rights, and must be accompanied by a
copy
of relevant provisions of the Act.
2.5 Fixing of Record Date.
For the purpose of determining shareholders of any voting group entitled to
notice of or to vote at any meeting of shareholders, or shareholders entitled
to receive payment of any distribution or dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Officers may fix in advance a date as the record date, Such record date
shall
not be more than 60 days prior to the date on which the particular action
requiring such ion of entitled to notice of, or to vote at a meeting of
shareholders, or shareholders entitled to receive a share dividend or
distribution. The record date for determination of such shareholders shall
be at the close of business.
(a) with respect to an annual shareholder meeting or any special
shareholder meeting called by the Board of Directors or any person
specifically authorized by the Board of Directors or these Bylaws
to call a meeting, a date that is not more than 60 days or less than 10 days
before the meeting.
(b) with respect to a special shareholder meeting demanded by the
shareholders, the date the first shareholder signs the demand;
(c) with respect to the payment of a share dividend, the date the Board
of Directors authorizes the share dividend;
(d) with respect to actions taken in writing without a meeting (pursuant
to Article 2, subject. 2.12), the first date any shareholder signs a consent;
and
(e) with respect to distribution to shareholders, (other than one
involving a repurchase or reacquisition of shares), the date the Board of
Directors authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made, as provided in this section, such determination
shall apply to any adjournment thereof unless the Board of Directors fixes a
new record date, which it must do if the meeting is adjourned to a date more
than 120 days after the date fixed for the original meeting.
If no record date has been fixed, the record date shall be the date the
written notice of the meeting is given to shareholders.
2.6 Shareholder List.
The officer or agent having charge of the stock transfer books for shares of
the Corporation shall, at least (10) days before each meeting of
shareholders,
make complete record of the shareholders entitled to vote at each meeting of
shareholders, arranged in alphabetical order, with the address of and the
number of shares held by each. The list must be arranged by class or series
of shares. The shareholder list must be available for inspection by any
shareholder, beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting. The list
shall be available at the Corporation's principal office or at a place in the
city where the meeting is to be held, as set forth in the notice of meeting.
A shareholder, his agent, or his attorney is entitled, on written demand, to
inspect and, subject to the requirements of subsection 2.14 of this Article
2, to copy the list during regular business hours and at his expense, during
the period it is available for inspection. The Corporation shall maintain
the
shareholder list in written form or in another form capable of conversion
into written form within a reasonable time.
2.7 Shareholder Quorum and Voting Requirements.
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. If less than a majority 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 as originally
notified. The shareholders present at a duly organized meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
Once a share is represented for any purpose at a meeting, it is deemed
present
for quorum purposes for the remainder of the meeting and for any adjournment
of that meeting, unless a new record date is or must be set for that
adjourned meeting.
If a quorum exists, a majority vote of these shares present and voting at a
duly organized meeting shall suffice to defeat or enact any proposal unless
the Statutes of the State of Nevada, the Articles of Incorporation or these
Bylaws require a greater-than-majority vote, in which event the higher vote
shall be required for the action to constitute the action of the Corporation.
2.8 Increasing Either Quorum or Voting Requirements.
For purposes of subsection 2.8, a "supermajority" quorum is a requirement
that
more than a majority of the votes of the voting group be present to
constitute
a quorum; and a "supermajority" voting requirement is any requirement that
requires the vote of more than a majority of the affirmative votes of a
voting
group at a meeting.
The shareholders, but only if specifically authorized to do so by the
Articles
of Incorporation, may adopt, amend, or delete a Bylaw which fixes a
"supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a Bylaw that adds, changes, or deletes a
"supermajority" quorum or voting requirement for shareholders must meet the
same quorum requirement and be adopted by the same vote required to take
action under the quorum and voting requirement then if effect or proposed to
be adopted, whichever is greater.
A Bylaw that fixes a supermajority quorum or voting requirement for
shareholders may not be adopted, amended, or repealed by the Board of
Directors.
2.9 Proxies.
At all meetings of shareholders, a shareholder may vote in person, or by
written proxy executed in writing by the shareholder or executed by his duly
authorized attorney-in fact. Such proxy shall be filed with the Secretary of
the Corporation or other person authorized to tabulate votes before or at the
time of the meeting. No proxy shall be valid after eleven (11) months from
the
date of its execution unless otherwise specifically provided in the proxy or
coupled with an interest.
2.10 Voting of Shares.
Unless otherwise provided in the articles, each outstanding share entitled to
vote shall be entitled to one vote upon each matter submitted to vote at a
meeting of shareholders.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without the transfer of such
shares into his name. Shares standing in the name of a trustee may be voted
by him, either in person or by proxy, but no trustee shall be entitled to
vote shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so is
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and
thereafter,
the pledgee shall be entitled to vote so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any
meeting,
and shall not be counted in determining the total number of outstanding
shares
at any given time.
Redeemable shares are not entitled to vote after notice of redemption is
mailed to the holders and a sum sufficient to redeem the shares has been
deposited with a bank, trust company, or other financial institution under an
irrevocable obligation to pay the holders the redemption price on surrender
of the shares.
2.11 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or proxy appointment
corresponds to the name of a shareholder, the Corporation, if acting in good
faith is entitled to accept the vote, consent, waiver, or proxy appointment
and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment
does not correspond to the name of its shareholder, the Corporation, if
acting
in good faith, is nevertheless entitled to accept the vote, consent, waiver,
or proxy appointment and give it effect as the act of the shareholder if-
(1) the shareholder is an entity, as defined in the Act, and the name
signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor,
guardian or conservator representing the shareholder and, if the Corporation
requests, evidence of fiduciary status acceptable to the Corporation has been
presented with respect to the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in
bankruptcy of the shareholder and, if the Corporation requests, evidence of
this status acceptable to the corporation has been presented with respect to
the vote, consent, waiver or proxy appointment;
(4) the name signed purports to be that of pledgee, beneficial owner, or
attorney-in-fact of the shareholder and, if the Corporation requests,
evidence
acceptable to the Corporation of the signatory's authority to sign for the
shareholder has been presented with respect to the vote, consent, waiver, or
proxy appointment; or
(5) the shares are held in the name of two or more persons as co-tenants
or fiduciaries and the name signed purports to be the name of at least one of
the co-owners and the person signing appears to be acting on behalf of all
the co-owners.
(c) The Corporation is entitled to reject a vote, consent, waiver, or
proxy appointment if the Secretary or other officer of agent authorized to
tabulate votes, acting in good faith, has reasonable basis for doubt about
the validity of the signature on it or about the signatory's authority to
sign for the shareholder.
(d) The Corporation and its officer or agent who accepts or rejects a
vote, consent, waiver, or proxy appointment in good faith and in accordance
with the standards of this § 2.11 are not liable in damages to the
shareholder for the consequences of the acceptance or rejection.
(e) Corporation action based on the acceptance or rejection of a vote
consent, waiver or proxy appointment under this section is valid unless a
court competent jurisdiction determines otherwise.
2.12 Informal Action by Shareholders.
Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if one or more written consents, setting forth
the action so taken, shall be signed by shareholders holding a majority of
the
shares entitled to vote with respect to the subject matter thereof, unless a
"supermajority" vote is required by these Bylaws, in which case a
"supermajority" vote will be required. Such consent shall be delivered to
the
Corporations Secretary for inclusion in the minute book. A consent signed
under this Section has the effect of a vote at a meeting and may be described
as such in any document.
2.13 Voting for Directors.
Unless otherwise provided in the Articles of Incorporation, directors are
elected by a plurality of the votes cast by the shares entitled to vote in
the
election at a meeting at which a quorum is present.
2.14 Shareholders' Rights to Inspect Corporate Records.
Shareholders shall have the following rights regarding inspection of
corporate records:
(a) Minutes and Accounting Records - The Corporation shall keep, as
permanent records, minutes of all meetings of its shareholders and Board of
Directors, a record of all actions taken by the shareholders or Board
of Directors without a meeting, and a record of all actions taken by a
committee of the Board of Directors in place of the Board of Directors on
behalf of the Corporation. The Corporation shall maintain appropriate
accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office
If a shareholder gives the Corporation written notice of his demand at
least five business days before the date on which he wishes to inspect and
copy, he, or his agent or attorney, has the right to inspect and copy, during
regular business hours, any of the following records, all of which the
Corporation is required to keep at its principal office:
(1) Articles of Incorporation or restated Articles of Incorporation and
all amendments to them currently in effect;
(2) Bylaws or restated Bylaws and all amendments
to them currently in effect;
(3) resolutions adopted by its Board of Directors creating one or more
classes or series of shares, and fixing their relative rights, preferences
and limitations, if shares issued pursuant to those resolutions are
outstanding;
(4) the minutes of all shareholders' meetings, and records of all action
taken by shareholders without a meeting, for the past three years;
(5) all written communications to shareholders within the past three
years, including the financial statements furnished for the past three years
to the shareholders;
(6) a list of the names and business addresses of its current Directors
and Officers; and
(7) its most recent annual report delivered to the Nevada Secretary of
State.
(c) Conditional Inspection Right - In addition, if a shareholder gives
the
Corporation a written demand, made in good faith and for a proper purpose, at
least five business days before the date on which he wishes to inspect and
copy, describes with reasonable particularity his purpose and the records he
desires to inspect, and the records are directly connected to his purpose, a
shareholder of the Corporation, or his duly authorized agent or attorney, is
entitled to inspect and copy, during regular business hours at a reasonable
location specified by the Corporation, any of the following records of the
Corporation:
(1) excerpts from minutes of any meeting of the Board of Directors;
records of any action of a committee of the Board of Directors on behalf of
the Corporation; minutes of any meeting of the shareholders; and records of
action taken by the shareholders or Board of Directors without a meeting, to
the extent not subject to inspection under paragraph (a) of this § 2.14;
(2) accounting records of the Corporation; and
(3) the record of shareholders (compiled no earlier than the date of the
shareholder's demand).
(d) Copy Costs - The right to copy records includes, if reasonable, the
right to receive copies made by photographic, xerographic, or other means.
The corporation may impose a reasonable charge, to be paid by the shareholder
on terms set by the Corporation, covering the costs of labor and material
incurred in making copies of any documents provided to the shareholder.
(e) "Shareholder" Includes Beneficial Owner - For purposes of this §
2.14, the term "shareholder" shall include a beneficial owner whose shares
are
held in a voting trust or by a nominee on his behalf.
2.15 Financial Statements Shall be Furnished to the Shareholders.
(a) The Corporation shall furnish its shareholders annual financial
statements, which may be consolidated or combined statements of the
Corporation and one or more of its subsidiaries, as appropriate, that include
a balance sheet as of the end of the fiscal year, an income statement for
that
year, and a statement of changes in shareholders' equity for the year, unless
that information appears elsewhere in the financial statements. If financial
statements are prepared for the Corporation on the basis of generally accepted
accounting principles, the annual financial statements for the shareholders
must also be prepared on that basis.
(b) If the annual financial statements are reportedly by a public
accountant, his report must accompany them. If not, the statements
must be accompanied by a statement of t] or the person responsible for the
Corporation's accounting records:
(1) stating his reasonable belief that the statements were prepared on
the
basis of generally accepted accounting principles and, if not, describing the
basis of preparation; and
(2) describing any respects in which the statements were not prepared on
a
basis of accounting consistent with the statements prepared for the preceding
year.
(c) The Corporation shall mail the annual financial statements to each
shareholder within 120 days after the close of each fiscal year. Thereafter,
on written request from a shareholder who was not mailed the statements, the
corporation shall mail him the latest financial statements.
2.16 Dissenters' Rights.
Each shareholder shall have the right to dissent from and obtain payment for
his shares when so authorized by the Act, Articles of Incorporation, these
Bylaws, or a resolution of the Board of Directors.
2.17 Order of Business.
The following Order of Business shall be observed at all meetings of the
shareholders, as applicable and so far as practicable:
(a) calling the roll of officers and directors present and determining
shareholder quorum requirements;
(b) reading, correcting and approving of minutes of previous meeting;
(c) reports of officers;
(d) reports of committees;
(e) election of directors;
(f) unfinished business;
(g) new business; and
(h) adjournment.
ARTICLE 3
BOARD OF DIRECTORS
3.1 General Powers.
Unless the Articles of Incorporation have dispensed with or limited the
authority of the Board of Directors by describing who will perform some or
all
of the duties of a Board of Directors, all corporate powers shall be
exercised
by or under the authority of, and the business and affairs of the business
and
affairs of the Corporation shall be managed under the direction of the Board
of Directors.
3.2 Number, Tenure, and Qualification of Directors.
Unless otherwise provided in the Articles of Incorporation, the authorized
number of directors shall be not less than 1 (minimum number) nor more than 9
(maximum number). The initial number of directors was established in the
original Articles of Incorporation. The number of directors shall always be
within the limits specified above, and as determined by resolution adopted
by
the Board of Directors. After any shares of this Corporation are issued,
neither the maximum nor minimum number of directors can be changed, nor can a
fixed number be substituted for the maximum and minimum numbers, except by a
duly adopted amendment to the Articles of Incorporation duly approved by a
majority of the outstanding shares entitled to vote. Each director shall
hold office until the next annual meeting of shareholders or until removed.
However, if his term expires, he shall continue to serve until his successor
has been elected
and qualified, or until there is a decrease in the number of directors.
Unless required by the Articles of Incorporation, directors do not need to be
residents of Nevada or shareholders of the Corporation.
3.3 Regular Meetings of the Board of Directors.
A regular meeting of the Board of Directors shall be held notice
than
this Bylaw immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by resolution, the
time and place for the holding of additional regular meetings without other
notice than such resolution. (If by subsection 3.7, any regular meeting may
be held by telephone.)
3.4 Special Meetings of the Board of Directors.
Special meetings of the Board of Directors may be called by or at the request
of the President or any one director. The person or persons authorized to
call
special meetings of the Board of Directors may fix any place, either within
or
without the State of Nevada, as the place for holding any special meeting of
the Board of Directors or, if permitted by section 3.7, any special meeting
may be held by telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the Board of
Directors. Unless the Articles of Incorporation provide for a longer or
shorter period, notice of any special meeting of the Board of Directors shall
be given at least two days prior thereto, whether orally or in writing. If
mailed, notice of any director meeting shall be deemed to be effective at the
earlier of: (1) when received; (2) five days after deposited in the United
States mail, addressed to the director's business office, with postage
thereon
prepaid; or (3) the date shown on the return receipt, if sent by registered
or
certified mail, return receipt requested, and the receipt is signed by or on
behalf of the
director. Notice may also be given by tile and, in such event, notice
shall be deemed effective upon transmittal thereof to a facsimile number of a
compatible facsimile machine at the director's business office. Any director
may waive notice of any meeting. Except as otherwise provided herein, the
waiver must be in writing, signed by the director entitled to the notice, and
filed with the minutes or corporate records. 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 and at the beginning of the meeting, or promptly
upon his arrival, objects to holding the meeting or transacting business at
the meeting, and does not thereafter vote for or assent to action taken at
the meeting. Unless required by the Articles of Incorporation or the Act,
neither the business to be transacted at, nor the purpose of, any special
meeting of
the Board of Directors need be specified in the notice or waiver of notice of
such meeting.
3.6 Director Quorum.
A majority of the number of directors fixed, pursuant to section 3.2 of this
Article 3, shall constitute a quorum for the transaction of business at any
meeting of the Board of Director, unless the Articles of Incorporation of the
Act require a greater number for a quorum.
Any amendment to this quorum requirement is subject to the provisions of
section 3.8 of this Article 3.
Once a quorum has been established at a duly organized meeting, the Board of
Directors may continue to transact corporate business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a
quorum.
3.7 Actions by Directors.
The act of the majority of the directors present at a meeting at which a
quorum is present when the vote is taken shall be the act of the Board of
Directors, unless the Articles of Incorporation or the Act requires a greater
percentage. Any amendment which changes the number of directors needed to
take action is subject to the provisions of section 3.8 of this Article 3.
Unless the Articles of Incorporation provide otherwise, any or all directors
may participate in a regular or special meeting by, or conduct the meeting
through the use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting. Minutes
of any such meeting shall be prepared and entered into the record of the
corporation. A director participating in a meeting by this means is deemed
to be present in person at the meeting.
A director who is present at a meeting of the Board of Directors or a
committee of the Board of Directors when corporate action is taken is deemed
to have assented to the action taken unless: (1) he objects at the beginning
of the meeting, or promptly upon his arrival, to holding it or transacting
business at the meeting; or (2) his dissent or abstention from the action
taken is entered in the minutes of the meeting; or (3) he delivers written
notice of his dissent or abstention to the presiding officer of the meeting
before its adjournment or to the Corporation within 24 hours after
adjournment
of the meeting. The right of dissent or abstention is not available to a
director who voted in favor of the action taken.
3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the
Board of Directors.
For purposes of this section 3.8, a "supermajority" quorum is a requirement
that more than a majority of the directors in office constitute a quorum; and
a "supermajority" voting requirement is one which requires the vote of more
than a majority of those directors present at a meeting at which a quorum is
present to be the act of the directors.
A Bylaw that fixes a supermajority quorum or supermajority voting
requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders
(unless otherwise provided by the shareholders); or
(2) if originally adopted by the Board of Directors, either by the
shareholders or by the Board of Directors.
A Bylaw adopted or amended by the shareholders that fixes a supermajority
quorum or supermajority voting requirement for the Board of Directors may
provide that it may be amended or repealed only by a specified vote of either
the shareholders or the Board of Directors.
Subject to the provisions of the preceding paragraph, action by the Board of
Directors to adopt, amend, or repeal a Bylaw that changes the quorum or
voting
requirement for the Board of Directors must meet the same quorum requirement
and be adopted by the same vote required to take action under the quorum and
voting requirement then in effect or proposed to be adopted, whichever is
greater.
3.9 Director Action Without a Meeting.
Unless the Articles of Incorporation provide otherwise, any action required
or
permitted to be taken by the Board of Directors at a meeting may be taken
without a meeting if all the directors sign a written consent describing the
action taken. Such consents shall be filed with the records of the Corporation
Action taken by consent is effective when the last director signs the consent
has the effect of a vote at a duly noticed and conducted meeting of the Board
of Directors and may be described as such in any document.
3.10 Removal of Directors.
The shareholders may remove one or more directors at a meeting called for
that purpose if notice has been given that a purpose of the meeting is such
removal. The removal may be with or without cause unless the Articles of
Incorporation provide that directors may only removed for cause. If
cumulative voting is not authorized, a director may be removed only by the
vote of shareholders representing not less than 2/3 of the issued and
outstanding capital stock entitled to voting power, as required by statue.
3.11 Board of Directors Vacancies.
Unless the Articles of Incorporation provide otherwise, if a vacancy occurs
on
the Board of Directors, excluding a vacancy resulting from an increase in the
number of directors, the directors) remaining in office shall fill the
vacancy. If the directors remaining in office constitute fewer than a quorum
of the Board of Directors, they may fill the vacancy by the affirmative vote
of a majority of all the directors remaining in office.
If a vacancy results from an increase in the number of directors, the Board
may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of a
resignation
effective at a later date) may be filled by the Board of Directors before the
vacancy occurs, but the new director may not take office until the vacancy
occurs.
The term of a director elected to fill a vacancy expires at the next
shareholders' meeting at which directors are elected. ever, if his term
expires, he shall continue to serve/ until his successor is elected and
qualified, until there is a decrease in the number of directors.
3.12 Director Compensation.
Unless otherwise provided in the Articles of Incorporation, by resolution of
the Board of Directors, each director may be paid his expenses, if any, of
attendance at each meeting of the Board of Directors, and may be paid a
stated
salary as a director of a fixed sum for attendance at each meeting of the
Board of Directors, or both. No such payment shall preclude any Director
from
serving the Corporation in any other capacity and receiving compensation
therefor.
3.13 Director Committees.
(a) Creation of Committees. Unless the Articles of Incorporation
provide otherwise, the Board of Directors may create one or more committees
and appoint members of the Board of Directors to serve on them. Each
committee must have two or more members, who serve at the pleasure of the
Board of Directors.
(b) Selection of Members. The creation of a committee and appointment of
members to it must be approved by the greater of (1) a majority of all the
directors in office when the action is taken, or (2) the number of directors
required by the Articles of Incorporation to take such action.
(c) Required Procedures. section 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of
this Article 3 apply to committees and their members.
(d) Authority. Unless limited by the Articles of Incorporation or the
Act, each committee may exercise those aspects of the authority of the Board
of Directors which the Board of Directors confers upon such committee in the
resolution creating the committee. Provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve or propose to shareholders any action that the Act
requires approved by shareholders;
(3) fill vacancies on the Board of Directors or on any of its committees;
(4) amend the Articles of Incorporation;
(5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to a
formula or method prescribed by the Board of Directors; or
(8) authorize or approve the issuance or sale, or contract for sale of
shares, or determine the designation and relative rights, preferences, and
limitations of a class or series of shares except that the Board of Directors
may authorize a committee to do so within limits specifically prescribed by
the Board of Directors.
ARTICLE 4
OFFICERS
4.1 Designation of Officers.
The officers of the Corporation shall be a president, a secretary, and a
treasurer, each of whom shall be appointed by the Board of Directors. Such
other officers and assistant officers as may be deemed necessary, including
any vice-presidents, may be appointed by the Board of Directors. The same
individual may simultaneously hold more than one office in the Corporation.
4.2 Appointment and Term of Office.
The officers of the Corporation shall be appointed by the Board of Directors
for a term as determined by the Board of Directors. If no term is specified,
they shall hold office until the first meeting of the directors held after
the
next annual meeting of shareholders. If the appointment of officers is not
made
at such meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor has been duly
appointed and qualified, until his death, or until he resigns or has been
removed in the manner provided in section 4.3 of this Article 4.
The designation of a specified term does not grant to the officer any
contract
rights, and the Board of Directors can remove the officer at any time prior
to the termination of such term.
Appointment of an officer shall not of itself create any contract rights.
4.3 Removal of Officers.
Any officer may be removed by the Board of Directors at any time, with or
without cause. Such removal shall be without prejudice to the contracts
rights, if any, of the person so removed.
4.4 President.
The President shall be the principal executive officer of the Corporation
and,
subject to the control of the Board of Directors, shall generally supervise
and control all of the business and affairs of the Corporation. He shall,
when present, preside at all meetings of the shareholders. He may sign, with
the Secretary or any other proper officer of the Corporation hereunto duly
authorized by the Board of Directors, certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts, or other instruments
which
the Board of Directors has authorized to be executed, except in cases where
the signing and execution thereof shall be expressly delegated by the Board
of
Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed.
The President shall generally perform all duties incident to the office of
president and such
other duties as may be prescribed by the Board of Directors from time to time.
4.5 Vice-President.
If appointed, in the absence of the President or in the event of the
President's death, inability or refusal to act, the Vice-President, (or in
the
event there be
more than one vice president, the vice-presidents in the order designated at
the time if their election, or in the absence of any designation, then in the
order of their appointment) 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. If there is no vice president, then the
Treasurer shall perform such duties of the President. Any vice-president may
sign, with the Secretary or Assistant Secretary, certificates for shares of
the Corporation the issuance of which have been authorized by resolution of
the Board of Directors. A vice president shall perform such other duties
from time to time, may be assigned to him by the President or by the Board of
Directors.
4.6 Secretary.
The Secretary shall (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books provided for
that purpose; (b) see that all notices are fully given in accordance with the
provisions of these Bylaws or as required by law; (c) be custodian of the
corporate records and of any seal of the corporation and, ff there is a seal
of the corporation, see that it is affixed to all documents, the execution of
which on behalf of the corporation under its seal is duly authorized; (d)
when
requested or required, authenticate any records of the Corporation; (e) keep
a
register of the post office address of each shareholder, as provided to the
Secretary by the shareholders; (f) sign with the President, or a vice
president, certificates
for shares of the Corporation, the issuance of which has been authorized by
resolution of the Board of Directors; (g) have general charge of the stock
transfer books of the Corporation,, and (h) generally perform all 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 Board of Directors.
4.7 Treasurer.
The Treasurer shall (a) have charge and custody of and be responsible for all
funds and securities of the Corporation; (b) 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 may be selected by the Board of Directors; and (e)
generally 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 Board of Directors. If required by the Board of
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
Board of Directors shall determine.
4.8 Assistant Secretaries and Assistant Treasurers.
The Assistant Secretary(s), when authorized by the Board of Directors may
sign with the President, or a vice president, certificates for shares of the
Corporation, the issuance of which has been authorized by a resolution of the
Board of Directors. The Assistant Treasurer(s) shall respectively, if
required
by the Board of Directors, give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors shall
determine. The Assistant Secretary(s) and Assistant Treasurer(s), generally,
shall perform such duties as may be assigned to them by the Secretary of the
Treasurer, respectively, or by the President or the Board of Directors.
4.9 Salaries.
The salaries of the officers, if any, shall be fixed, from time to time, by
the Board of Directors.
ARTICLE 5
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES
5.1 Indemnification of Officers, Directors, Employees and Agents.
Unless otherwise provided in the Articles of Incorporation, the Corporation
shall indemnify any individual made a party to a proceeding because they are
or were an officer, director, employee or agent of the Corporation against
liability incurred in the proceeding, all pursuant to and consistent with the
provisions of NRS 78.751, as amended, from time to time.
5.2 Advance Expenses for Officers and Directors.
The expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the Corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding, but only after receipt by the Corporation of an undertaking by or
on behalf of the
officer of director on ten-ns set by the Board of Directors, to repay the
expenses advanced if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the Corporation.
5.3 Scope of Indemnification..
The indemnification permitted herein is intended to be to the fullest extent
permissible under the laws of the State of Nevada, and any amendments
thereto.
ARTICLE 6
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
(a) Content.
Certificates representing shares of the Corporation shall, at minimum, state
on
their face the name of the issuing corporation; that the corporation is
formed
under the laws of the State of Nevada; the name of the person to whom
issued; the certificate number; class and par value of shares; and the
designation of the series, if any, the certificate represents. The form of
the certificate shall be as determined by the Board of Directors. Such
certificates shall be signed (either manually or by facsimile) by the
President or a vice-president and by the Secretary or an assistant secretary
and may be sealed with a corporate seal or a facsimile thereof. Each
certificate for shares shall be consecutively numbered or otherwise
identified.
(b) Legend as to Class or Series.
If the Corporation is authorized to issue different classes of shares or
different series within a class, the designations, relative rights,
preferences, and limitations applicable to each class and the variations in
rights, preferences, and limitations determined for each series (and the
authority of the Board of Directors to determine variations for future
series)
must be summarized on the front or back of the certificate indicating that
the Corporation will furnish the shareholder this information on request in
writing and without charge.
(c) Shareholder List.
The name and address of the person to whom the shares are issued, with the
number of shares and date of issue, shall be entered on the stock transfer
books of the Corporation.
(d) Transferring Shares.
All certificates surrendered to the Corporation for transfer shall be
canceled
and no new certificate shall be issued until the former certificate for a
like
number of shares shall have been surrendered and canceled, except that in
case of a lost, destroyed, or mutilated certificate, a new one may be issued
therefor upon such terms as the Board of Directors may prescribe, including
indemnification of the Corporation and bond requirements.
6.2 Registration of the Transfer of Shares.
Registration of the transfer of shares of the Corporation shall be made only
on the stock transfer books of the Corporation. In order to register a
transfer, the record owner shall surrender the share certificate to the
Corporation for
cancellation, properly endorsed by the appropriate person or persons with
reasonable assurances that the endorsements are genuine and effective.
Unless
the Corporation has established a procedure by which a beneficial owner of
shares held by a nominee is to be recognized by the Corporation as the owner,
the person in whose name shares stand on the books of the Corporation shall
be deemed by the Corporation to be the owner thereof for all purposes.
6.3 Restrictions on Transfer of Shares Permitted.
The Board of Directors may impose restrictions on the transfer or
registration
of transfer of shares, including any security convertible into, or carrying a
right to
subscribe for or acquire shares. A restriction does not affect shares issued
before the restriction was adopted unless the holders of the shares are
parties to the restriction agreement or voted in favor of the restriction.
A restriction on the transfer or registration of transfer of shares may be
authorized:
(1) to maintain the Corporation's status when it is dependent on the
number or identity of its shareholders;
(2) to preserve exemptions under federal or state securities law; or
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the Corporation or other
persons (separately, consecutively, or simultaneously) an opportunity to
acquire the restricted shares;
(2) obligate the Corporation or other persons (separately, consecutively,
or simultaneously) to acquire the restricted shares;
(3) require the Corporation, the holders or any class of its shares, or
another person to approve the transfer of the restricted shares, if the
requirement is not manifestly unreasonable; or
(4) prohibit the transfer of the restricted shares to designated persons
or classes of persons, if the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is valid
and enforceable against the holder or a transferee of the holder if the
restriction is authorized by this section 6.3 and its existence is noted
conspicuously on the front or back of the certificate. Unless so noted, a
restriction is not enforceable against a person without knowledge of the
restriction.
6.4 Acquisition of Shares.
The Corporation may acquire its own shares and unless otherwise provided in
the Articles of Incorporation, the shares so acquired constitute authorized
but unissued shares.
If the Articles of Incorporation prohibit the reissue of shares acquired by
the Corporation, the number of authorized shares is reduced by the number of
shares acquired, effective upon amendment of the Articles of Incorporation,
which amendment shall be adopted by the shareholders, or the Board of
Directors without shareholder action (if permitted by the Act). The
amendment must be delivered to the Secretary of State and must set forth:
(1) the name of the Corporation;
(2) the reduction in the number of authorized shares, itemized by class
and series; and
(3) the total number of authorized shares, itemized by class and series,
remaining after reduction of the shares.
ARTICLE 7
DISTRIBUTIONS
7.1 Distributions.
The Board of Directors may authorize, and the Corporation may make
distributions (including dividends on its outstanding shares) in the manner
and upon the terms and conditions provided by law.
ARTICLE 8
CORPORATE SEAL
8.1 Corporate Seal.
The Board of Directors may adopt a corporate seal which may be circular in
form and have inscribed thereon any designation, including the name of the
Corporation, Nevada as the State of incorporation, and the words "Corporate
Seal."
ARTICLE 9
EMERGENCY BYLAWS
9.1 Emergency Bylaws.
Unless the Articles of Incorporation provide otherwise, the following
provisions shall be effective during an emergency, which is defined as a time
when a quorum of the Corporations directors cannot be readily assembled
because of some catastrophic event. During such emergency:
(a) Notice of Board Meetings,
Any one member of the Board of Directors or any one of the following
officers:
President, any vice president, Secretary, or Treasurer, may call a meeting of
the Board of Directors. Notice of such meeting need be given only to these
directors whom it is practicable to reach, and may be given in any
practicable
manner, including by publication and radio. Such notice shall be given at
least six hours prior to commencement of the meeting.
(b) Temporary Directors and Quorum.
One or more officers of the Corporation present at the emergency board
meeting, as is necessary to achieve a quorum, shall be considered to be
directors for the meeting, and shall so serve in order of rank, and within
the
same rank, in order of seniority. In the event that less than a quorum (as
determined by section 3.6 of Article 3) of the directors are present
(including
any officers who are to serve as directors for the meeting), those directors
present (including the officers serving as directors) shall constitute a
quorum.
(c) Actions Permitted to be Taken.
The Board of Directors, as constituted in paragraph (b), and after notice as
set forth in paragraph (a), may:
(1) Officers' Powers Prescribe emergency powers to any officer of the
Corporation;
(2) Delegation of any Power
Delegate to any officer or director, any of the powers of the Board of
Directors;
3) Lines of Succession
Designate lines of succession of officers and agents, in the event that any
of them are unable to discharge their duties;
(4) Relocate Principal Place of Business
Relocate the principal place of business, or designate successive or
simultaneous principal places of business;
(5) All Other Action
Take any other action which is convenient, helpful, or necessary to carry on
the business of the Corporation.
ARTICLE 10
AMENDMENTS
10.1 Amendments.
The Board of Directors may amend or repeal the Corporation's Bylaws unless:
(1) the Articles of Incorporation or the Act reserve this power
exclusively to the shareholders, in whole or part; or
(2) the shareholders, in adopting, amending, or repealing a particular
Bylaw, provide expressly that the Board of Directors may not amend or repeal
that Bylaw; or
(3) the Bylaw either establishes, amends or deletes a "supermajority"
shareholder quorum or voting requirement, as defined in section 2.8 of
Article 2.
Any amendment which changes the voting or quorum requirement for the Board of
Directors must comply with section 3.8 of Article 3, and for the
shareholders, must comply with section 2.8 of Article 2.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of New Century Resources Corporation
and that the foregoing Bylaws, consisting of 24 pages, constitutes the Code
of
New Century Resources Corporation as duly adopted by the Board of Directors
of the Corporation on this 24th day of March, 1994.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 24th day of
March, 1994.
NEW CENTURY RESOURCES CORPORATION,
a Nevada Corporation
BY:/s/ George Christodoulou
President
AGREEMENT
This Agreement is made and effective as of the date of signature hereof by
and between
ROBERT GUY CARR
herein represented by Ian Robert Mclaren of 4 Schiller Street, Windhoek,
Republic of Namibia under Power of Attorney (hereinafter referred to as RGC)
and
GULF WESTERN TRADING Namibia (PTY) LTD a company having its registered office
at 4 Schiller Street, Windhoek, Republic of Namibia (hereinafter referred to
as GWT)
WITNESSETH
WHEREAS RGC is the holder of 62 claims pegged on the farm Trokkopje 120 as
appears from Annexure A hereto, and
WHEREAS GWT is the holder of Prospecting Grant M46/3/1843 and is desirous of
incorporating an area which Includes the area of RGCs claims into its
Prospecting Grant, and
WHEREAS RGC Is prepared to abandon his claims in order to facilitate GWTB
application for the additional area to be Included In their Prospecting
Grant,
NOW THEREFORE IN CONSIDERATION OF THE MUTUAL UNDERTAKINGS OF THE PARTIES AND
OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND SUFFICIENCY OF WHICH IS
ACKNOWLEDGED BY AND BETWEEN THE PARTIES, THE PARTIES HERETO AGREE AS
FOLLOWS:
1. The foregoing recitations are Incorporated herein as though fully set
forth in the body of this agreement.
2. GWT agrees to pay RGC the sum of N$30,000 thirty thousand NA$ upon
notification, duly certified by the Ministry of Mines and Energy of the
Republic of Namibia that he has abandoned his claims with the exception of
claim number 101 -and 102, and has lodged an application for a Prospecting
Grant on behalf of GWT
3. RGC undertakes to make available to GWT all the Prospecting data in
respect of the Farm Trokkopje 120 relating to the exploration work performed
by Elf Aquitaine in his possession, and to incorporate the results of the
same in a concise report.
4. GWT warrants and undertakes to pay RGC the further sum of N$l million
should mining operations be commenced on the farm Trokkopje 120.
5. RGC agrees to enter Into consulting contracts with GWT on an as-needed
basis to perform any and all services which he Is competent to perform and
which GWT requires In the continuing development and exploitation of the
subject Prospecting Grant on terms and conditions to be negotiated between
the parties and lo their mutual satisfaction,
6. GWT warrants and undertakes to make the terms and conditions of this
Agreement binding upon Its successors In title of the proposed Prospecting
Grant, if any.
THUS DONE AND SIGNED ON 13th. DAY OF May 1994
AT NICOSIA IN THE PRESENCE OF THE UNDERSIGNED
WITNESSES
AS WITNESS:
1. /s//s/
Authorised Signatory for and on behalf of
Robert Guy Carr
THUS DONE AND SIGNED ON 13TH DAY OF MAY 1994
AT NICOSIA IN THE PRESENCE OF THE UNDERSIGNED
WITNESSES
AS WITNESS
1. /s/ /s/
Authorised
Signatory for and on behalf of Gulf Wester Trading
Namibia (PTY) LTD
