UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
VentureNet.com, Inc.
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(Name of Small Business Issuer in its Charter)
Florida 65-0977458
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification no.)
354 Brazilian Avenue, #5
Palm Beach, Florida 33480
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(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (561) 832-7835
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class to be registered
None None
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Securities to be registered under Section 12(g) of the Act:
Common Stock, $.0001 par value per share
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(Title of class)
Copies of Communications Sent to:
Mintmire & Associates
265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Tel: (561) 832-5696 - Fax: (561) 659-5371
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PART I
Item 1. Description of Business
Business Development
VentureNet.com, Inc. (the "Company") was organized on January 19,
2000, under the laws of the State of Florida, having the stated purpose of
engaging in any lawful activities. The Company was formed with the contemplated
purpose to engage in mergers and acquisitions.
The Company has never engaged in an active trade or business. The
Company has received gross proceeds in the amount of $1,100 from the sale of a
total of 5,500,000 shares of common stock, $.0001 par value per share (the
"Common Stock"), pursuant to Section 3(b) and 4(2) of the Act, and Rule 506 and
701 of Regulation D promulgated thereunder. The sales were made in the State of
Georgia and the State of Florida. The Company undertook the sale and issuance of
shares of Common Stock on January 19, 2000. (See "Recent Sales of Unregistered
Securities")
The Company is considered a development stage company and, due to its
status as a "shell" corporation, its principal business purpose is to locate and
consummate a merger or acquisition with a private entity. Because of the
Company's current status of having limited assets and no recent operating
history, in the event the Company does successfully acquire or merge with an
operating business opportunity, it is likely that the Company's present
shareholders will experience substantial dilution and there will be a probable
change in control of the Company.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business as a potential business
combination candidate. As a result of filing its registration statement, the
Company is obligated to file with the Commission certain interim and periodic
reports including an annual report containing audited financial statements. The
Company intends to continue to voluntarily file these periodic reports under the
Exchange Act even if its obligation to file such reports is suspended under
applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years, or in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at 354
Brazilian Avenue, #5, Palm Beach, FL 33480 and its telephone number is (561)
832-7835.
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Business of Issuer
The Company has no operating history and no representation is made,
nor is any intended, that the Company will carry on any future business
activity. Further, there can be no assurance that the Company will have the
ability to acquire or merge with an operating business, business opportunity or
property that will be of material value to the Company.
Management plans to investigate, research and, if justified,
potentially acquire or merge with one or more businesses or business
opportunities. The Company currently has no commitment or arrangement, written
or oral, to participate in any business opportunity and management cannot
predict the nature of any potential business opportunity it may ultimately
consider. Management will have broad discretion in its search for and
negotiations with any potential business or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for
potential business opportunities including its officer and director,
consultants, special advisors, securities broker-dealers, venture capitalists,
member of the financial community and others who may present management with
unsolicited proposals. Because of the Company's limited capital, it may not be
able to retain on a fee basis professional firms specializing in business
acquisitions and reorganizations. Rather, the Company will most likely have to
rely on outside sources, not otherwise associated with the Company, that will
accept their compensation only after the Company has finalized a successful
acquisition or merger. The Company will rely upon the expertise and contacts of
such persons, will use notices in written publications and personal contacts to
find merger and acquisition candidates, the exact number of such contacts
dependent upon the skill and industriousness of the participants and the
conditions of the marketplace. None of the participants in the process will have
any past business relationship with management. To date, the Company has not
engaged nor entered into any definitive agreements nor understandings regarding
retention of any consultant to assist the Company in its search for business
opportunities, nor is management presently in a position to actively seek or
retain any prospective consultants for these purposes.
The Company does not intend to restrict its search to any specific
kind of industry or business. The Company may investigate and ultimately acquire
a venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.
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Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, (limited solely to working history - See "Item 5. Directors,
Executive Officers, etc.") or with the assistance of outside advisors and
consultants evaluating the preliminary information available to them. Management
may elect to engage outside independent consultants to perform preliminary
analysis of potential business opportunities. However, because of the Company's
limited capital it may not have the necessary funds for a complete and
exhaustive investigation of any particular opportunity. Management will not
devote full time to finding a merger candidate, will continue to engage in
outside unrelated activities, and anticipates devoting no more than an average
of five (5) hours weekly to such undertaking.
In evaluating such potential business opportunities, the Company will
consider, to the extent relevant to the specific opportunity, several factors
including potential benefits to the Company and its shareholders; working
capital, financial requirements and availability of additional financing;
history of operation, if any; nature of present and expected competition;
quality and experience of management; need for further research, development or
exploration; potential for growth and expansion; potential for profits; and
other factors deemed relevant to the specific opportunity.
Because the Company has not located or identified any specific
business opportunity as of the date hereof, there are certain unidentified risks
that cannot be adequately expressed prior to the identification of a specific
business opportunity. There can be no assurance following consummation of any
acquisition or merger that the business venture will develop into a going
concern or, if the business is already operating, that it will continue to
operate successfully. Many of the potential business opportunities available to
the Company may involve new and untested products, processes or market
strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's lack of assets and relevant operating
history, it is likely that any potential merger or acquisition with another
operating business will require substantial dilution to the Company's existing
shareholders interests. There will probably be a change in control of the
Company, with the incoming owners of the targeted merger or acquisition
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candidate taking over control of the Company. Management has not established any
guidelines as to the amount of control it will offer to prospective business
opportunity candidates, since this issue will depend to a large degree on the
economic strength and desirability of each candidate, and the corresponding
relative bargaining power of the parties. However, management will endeavor to
negotiate the best possible terms for the benefit of the Company's shareholders
as the case arises. Management may actively negotiate or otherwise consent to
the purchase of any portion of their common stock as a condition to, or in
connection with, a proposed merger or acquisition. In such an event, existing
shareholders may not be afforded an opportunity to approve or consent to any
particular stock buy-out transaction. However the terms of the sale of shares
held by present management of the Company will be extended equally to all other
current shareholders.
Management does not have any plans to borrow funds to compensate any
persons, consultants, or promoters in conjunction with its efforts to find and
acquire or merge with another business opportunity. Management does not have any
plans to borrow funds to pay compensation to any prospective business
opportunity, or shareholders, management, creditors, or other potential parties
to the acquisition or merger. In either case, it is unlikely that the Company
would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would be limited to persons exempt under the
Commissions's Regulation D or other rule, or provision for exemption, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
The Company does not anticipate using Regulation S promulgated under the
Securities Act of 1933 to raise any funds any time within the next year, subject
only to its potential applicability after consummation of a merger or
acquisition.
In the event of a successful acquisition or merger, a finder's fee,
in the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed upon at
that time. A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Current management has not in the past used
any particular consultants, advisors or finders. Management has not actively
undertaken a search for, nor retention of, any finder's fee arrangement with any
person. It is possible that a potential merger or acquisition candidate would
have its own finder's fee arrangement, or other similar business brokerage or
investment banking arrangement, whereupon the terms may be governed by a pre-
existing contract; in such case, the Company may be limited in its ability to
affect the terms of compensation, but most likely the terms would be disclosed
and subject to approval pursuant to submission of the proposed transaction to a
vote of the Company's shareholders. Management cannot predict any other terms of
a finder's fee arrangement at this time. If such a fee arrangement was proposed,
independent management and directors would negotiate the best terms available to
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the Company so as not to compromise the fiduciary duties of the representative
in the proposed transaction, and the Company would require that the proposed
arrangement would be submitted to the shareholders for prior ratification in an
appropriate manner.
Management does not contemplate that the Company would acquire or
merge with a business entity in which any officer or director of the Company has
an interest. Any such related party transaction, however remote, would be
submitted for approval by an independent quorum of the Board of Directors and
the proposed transaction would be submitted to the shareholders for prior
ratification in an appropriate manner. The Company's management has not had any
contact, discussions, or other understandings regarding any particular business
opportunity at this time, regardless of any potential conflict of interest
issues. Accordingly, the potential conflict of interest is merely a remote
theoretical possibility at this time.
Possible Blank Check Company Status
While the Company may be deemed a "shell" company at this time, it
does not constitute a "blank check" company under pertinent securities law
standards. Accordingly, the Company is not subject to securities regulations
imposed upon companies deemed to be "blank check companies." If the Company were
to file a registration statement under Securities Act of 1933 and, at such time,
priced its shares at less than $5.00 per share and continued to have no specific
business plan, it would then be classified as a blank check company.
If in the future the Company were to become a blank check company,
adverse consequences could attach to the Company. Such consequences can include,
but are not limited to, time delays of the registration process, significant
expenses to be incurred in such an offering, loss of voting control to public
shareholders and the additional steps required to comply with various federal
and state laws enacted for the protection of investors, including so-called
"lock-up" agreements pending consummation of a merger or acquisition that would
take it out of blank check company status.
Many states (excluding Florida where the Company is incorporated)
have statutes, rules and regulations limiting the sale of securities of "blank
check" companies in their respective jurisdictions. Management does not intend
to undertake any efforts to cause a market to develop in the companies
securities or to undertake any offering of the Company's securities, either debt
or equity, until such time as the Company has successfully implemented its
business plan described herein. In the event the Company undertakes the filing
of a registration statement under circumstances that classifies it as a blank
check company the provisions of Rule 419 and other applicable provisions will be
complied with.
Rights of Shareholders
The Company's Articles of Incorporation expressly provide that the
Board of Directors is authorized to enter into on behalf of the corporation and
to bind the corporation without shareholder approval, any and all acts approving
the terms and conditions of a merger and/or a share exchange, and shareholders
affected thereby, shall not be entitled to dissenters rights with respect
thereto under any applicable statutory dissenters rights provision. This
provision expressly eliminates shareholder participation in the merger and/or
share exchange contemplated by the Company and expressly eliminates any
shareholders dissenters rights. The Company does not intend to provide its
<PAGE>
shareholders with complete disclosure documentation including audited finance
statements concerning a target company and its business prior to any mergers or
acquisitions.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's limited funds, it
may be difficult to successfully compete with these other companies.
Employees
As of the date hereof, the Company does not have any employees and
has no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using at no cost to the Company, as its
principal place of business offices of its current management, Thomas V. Flynn,
located in Palm Beach, Florida.. Although the Company has no written agreement
and pays no rent for the use of this facility, it is contemplated that at such
future time as an acquisition or merger transaction may be completed, the
Company will secure commercial office space from which it will conduct its
business. Until such an acquisition or merger, the Company lacks any basis for
determining the kinds of office space or other facilities necessary for its
future business. The Company has no current plans to secure such commercial
office space. It is also possible that a merger or acquisition candidate would
have adequate existing facilities upon completion of such a transaction, and the
Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company
is presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to part F/S of this Form
10-SB for a report of the Company's operating history.
Item 2. Management's Discussion and Analysis or Plan of Operation
The Company is considered a development stage company with limited
assets or capital, and with no operations or income. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a shareholder,
specifically Thomas V. Flynn (see Item 4, Security Ownership of Certain
Beneficial Owners and Management. Thomas V. Flynn is the controlling
shareholder). Thomas V. Flynn has agreed to pay future costs associated with
<PAGE>
filing future reports under Exchange Act of 1934 if the Company is unable to do
so. It is anticipated that the Company will require only nominal capital to
maintain the corporate viability of the Company and any additional needed funds
will most likely be provided by the Company's existing shareholders or its sole
officer and director in the immediate future. Current shareholders have not
agreed upon the terms and conditions of future financing and such undertaking
will be subject to future negotiations, except for the express commitment of
Thomas V. Flynn to fund required 34 Act filings. Repayment of any such funding
will also be subject to such negotiations. However, unless the Company is able
to facilitate an acquisition of or merger with an operating business or is able
to obtain significant outside financing, there is substantial doubt about its
ability to continue as a going concern.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Management plans may but do not currently provide for experts to
secure a successful acquisition or merger partner so that it will be able to
continue as a going concern. In the event such efforts are unsuccessful,
contingent plans have been arranged to provide that the current Director of the
Company is to fund required future filings under the 34 Act, and existing
shareholders have expressed an interest in additional funding if necessary to
continue the Company as a going concern.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item 1 above. Because the
Company has limited funds, it may be necessary for the sole officer and director
to either advance funds to the Company or to accrue expenses until such time as
a successful business consolidation can be made. The Company will not be make it
a condition that the target company must repay funds advanced by its officers
and directors. Management intends to hold expenses to a minimum and to obtain
services on a contingency basis when possible. Further, the Company's directors
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. However, if the Company engages outside advisors or consultants in
its search for business opportunities, it may be necessary for the Company to
attempt to raise additional funds. As of the date hereof, the Company has not
made any arrangements or definitive agreements to use outside advisors or
consultants or to raise any capital. In the event the Company does need to raise
capital most likely the only method available to the Company would be the
private sale of its securities. Because of the nature of the Company as a
development stage company, it is unlikely that it could make a public sale of
securities or be able to borrow any significant sum from either a commercial or
private lender. There can be no assurance that the Company will able to obtain
additional funding when and if needed, or that such funding, if available, can
be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
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cost or on a deferred payment basis. Management is convinced that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this
Form 10-SB due to the fact that the Company does not own or control any material
property. There are no preliminary agreements or understandings with respect to
office facilities in the future.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of
the Company as of January 4, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
Name of Address of Amount and Nature of
Beneficial Owner Beneficial Ownership Percent of Class
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Thomas V. Flynn 5,000,000 90.91%
354 Brazilian Avenue, #5
Palm Beach, FL 33480
Donald F. Mintmire 500,000 9.09%
265 Sunrise Avenue, #204
Palm Beach, FL 33480
All Executive Officers and Directors
as a Group (one person) 5,500,000 100%
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Item 5. Directors, Executive Officers, Promoters and Control Persons,
Percent of Class Section 16(a) of the Exchange Act.
The director and executive officer of the Company and his respective
age is as follows:
Name Age Position
- ------------ --- --------
Thomas V. Flynn 42 President, Secretary, Treasurer, and Director
All directors hold office until the next annual meeting of
stockholders and until their successors have been duly elected and qualified.
There are no agreements with respect to the election of directors. The Company
has not compensated its directors for service on the Board of Directors or any
committee thereof. As of the date hereof, no director has accrued any expenses
or compensation. Officers are appointed annually by the Board of Directors and
each executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
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No director, or officer, affiliate or promoter of the Company has,
within the past five years, filed any bankruptcy petition, been convicted in or
been the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of the person listed above during the past
five years is as follows:
Mr. Thomas V. Flynn, the sole executive officer of the Company, has
been consulting with small business owners in the general business areas of
business development and sales from 1994 to the present. Mr. Flynn's clients
comprise mostly of real estate service companies, title companies and small one
man legal offices wherein Mr. Flynn has been able to draw upon his legal
education to provide legal research and writing services. Mr. Flynn has an
extensive financial and marketing background and has been able to provide
valuable assistance and insights to small business owners specifically with
regard to the more effective marketing of their businesses. His extensive
financial markets experience while on Wall Street as an investment
representative with firms such as Morgan Stanley & Co., Inc. and Charles Schwab
& Co. have provided Mr. Flynn with invaluable insights into the impact of the
financial markets on small business decision making. Mr. Flynn is a graduate of
the University of Notre Dame's joint Law and Graduate Business School program
receiving a J.D. and M.B.A. in 1986. He also received his B.A. from the
University of Notre Dame in 1979.
Section 16(a) of the Securities Exchange Act of 1934, as amended,
requires the Company's executive officers and directors and persons who own more
than 10% of a registered class of the Company's equity securities, to file with
the Securities and Exchange Commission (hereinafter referred to as the
"Commission") initial statements of beneficial ownership, reports of changes in
ownership and annual reports concerning their ownership, of Common Stock and
other equity securities of the Company on Forms 3, 4, and 5, respectively.
Executive officers, directors and greater than 10% shareholders are required by
Commission regulations to furnish the Company with copies of all Section 16(a)
reports they file. To the Company's knowledge, Mr. Thomas V. Flynn comprising
all of the Company's executive officers, directors and greater than 10%
beneficial owners of its common Stock, have complied with Section 16(a) filing
requirements applicable to them during the Company's most recent fiscal year.
Item 6. Executive Compensation
The Company does not have a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees for the year ended 1999, nor at any time during 1999 or
2000. Further, the Company has not entered into an employment agreement with any
of its officers, directors or any other persons and no such agreements are
anticipated in the immediate future. It is intended that the Company's director
will defer any compensation until such time as an acquisition or merger can be
accomplished and will strive to have the business opportunity provide their
remuneration. As of the date hereof, no person has accrued any compensation from
the Company.
<PAGE>
Item 7. Certain Relationships and Related Transactions
On January 19, 2000, the Company issued and sold 5,000,000 shares of
its common stock to Thomas V. Flynn, in consideration and exchange for $1,000.00
in connection with the organization of the Company.
Also on January 19, 2000, the Company issued and sold 500,000 shares
of its common stock to Donald F. Mintmire, in consideration and exchange for
$100.00 in connection with the organization of the Company.
In addition Thomas V. Flynn has paid for the cost and expenses
associated with the filing of this Form 10-SB and other operations of the
Company.
At the current time, the Company has no provision to issue any
additional securities to management, promoters or their respective affiliates or
associates. At such time as the Board of Directors adopts an employee stock
option or pension plan, any issuance would be in accordance with the terms
thereof and proper approval. Although the Company has a very large amount of
authorized but unissued Common Stock and Preferred Stock which may be issued
without further shareholder approval or notice, the Company intends to reserve
such stock for offerings for acquisitions.
During the Company's existence there have not been any other
transactions between the Company and any officer, director, nominee for election
as director, or any shareholder owning greater than five percent (5%) of the
Company's outstanding shares, nor any member of the above referenced
individuals' immediate family.
Thomas V. Flynn, may be deemed to be a "promoter" of the Company as
that term is defined under the Rules and Regulations promulgated under the Act.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 50,000,000 shares of common stock,
no par value, of which 5,500,000 shares are issued and outstanding as of the
date hereof. All shares of common stock have equal rights and privileges with
respect to voting, liquidation and dividend rights. Each share of Common Stock
entitles the holder thereof to (i) one non-cumulative vote for each share held
of record on all matters submitted to a vote of the stockholders; (ii) to
participate equally and to receive any and all such dividends as may be declared
by the Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares of Common Stock or any other securities. The
Common Stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
Shares of Preferred Stock may be issued from time to time in one or
more series as may be determined by the Board of Directors. The voting powers
and preferences, the relative rights of each such series and the qualifications,
limitations and restrictions thereof shall be established by the Board of
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Directors, except that no holder of Preferred Stock shall have preemptive
rights. At the present time no terms, conditions, limitations or preferences
have been established. The Company has no shares of Preferred Stock outstanding,
and the Board of Directors has no plan to issue any shares of preferred Stock
for the foreseeable future unless the issuance thereof shall be in the best
interests of the Company.
Certain Provision of Florida Law
Section 607.0902 of the Florida Business Corporation Act prohibits
the voting of shares in a publicly-held Florida corporation that are acquired in
a "control share acquisition" unless the holders of a majority of the
corporation's voting shares (exclusive of shares held by officers of the
corporation, inside directors or the acquiring party) approve the granting of
voting rights as to the shares acquired in the control share acquisition or
unless the acquisition is approved by the corporation's board of directors,
unless the corporation's articles of incorporation or bylaws specifically state
that this section does not apply. A "control share acquisition" is defined as an
acquisition that immediately thereafter entitles the acquiring party to vote in
the election of directors within each of the following ranges of voting power;
(i) one-fifth or more, but less than one-third of such voting power; (ii)
one-third or ore, but less than a majority of such voting power; and, (iii) more
than a majority of such voting power. The Amended Articles of Incorporation of
the Company specifically state that Section 607.0902 does not apply to
control-share acquisitions of shares of the Company.
Part II
Item 1. Market For Common Equity and Other Shareholder Matters.
No shares of the Company's common stock have previously been
registered with the Securities and Exchange Commission (the "Commission") or any
state securities agency or authority. The Company does not presently intend to
make application to the NASD for the Company's shares to be quoted on the OTC
Bulletin Board.
The Company is not aware of any existing trading market for its
common stock. The Company's common stock has never traded in a public market.
There are no plans, proposals, arrangements or understandings with any person(s)
with regard to the development of a trading market in any of the Company's
securities.
If and when the Company's common stock is traded in the
over-the-counter market, most likely the shares will be subject to the
provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of
1934, as amended (the Exchange Act"), commonly referred to as the "penny stock"
rule. Section 15(g) sets forth certain requirements for transactions in penny
stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that
used in Rule 3a51-1 of the Exchange Act.
The Commission generally defines penny stock to be any equity
security that has a market price less than $5.00 per share, subject to certain
exceptions. Rule 3a51-1 provides that any equity security is considered to be a
penny stock unless that security is: registered and traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
<PAGE>
for quotation on the NASDAQ Stock Market; issued by a registered investment
company; excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible assets; or exempted from the definition by
the Commission. If the Company's shares are deemed to be a penny stock, trading
in the shares will be subject to additional sales practice requirements on
broker- dealers who sell penny stocks to persons other than established
customers and accredited investors, generally persons with assets in excess of
$1,000,000 or annual income exceeding $200,000, or $300,000 together with their
spouse.
For transactions covered by these rules, broker-dealers must make a
special suitability determination for the purchase of such securities and must
have received the purchaser's written consent to the transaction prior to the
purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
the monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
As of February 1, 2000, there were 2 holders of record of the
Company's common stock.
As of the date hereof, the Company has issued and outstanding
5,500,000 shares of common stock. Such shares may not be sold or otherwise
transferred without restriction pursuant to the terms of Rule 144 ("Rule 144")
of the Act. Shares issued pursuant to Rule 144 may not be sold and/or
transferred without further registration under the Act or pursuant to an
applicable exemption.
Dividend Policy
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Item 2. Legal Proceedings
The Company is currently not a party to any pending legal proceedings
and no such action by, or to the best of its knowledge, against the Company has
been threatened.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
The Company has received gross proceeds in the amount of $1,100 from
the sale of a total of 5,500,000 shares of common stock, $.0001 par value per
share (the "Common Stock"), pursuant to Section 3(b) and 4(2) of the Act, and
Rule 506 of Regulation D promulgated thereunder. 5,000,000 of such shares were
<PAGE>
issued pursuant to 4(2) and Rule 506, and the remaining 500,000 shares were
issued pursuant to 3(b) and Rule 701. The sales were made pursuant to applicable
exemptions in the State of Florida. The Company undertook the sale and issuance
of shares of Common Stock on January 19, 2000.
Item 5. Indemnification of Directors and Officers
Article XII of the Company's Articles of Incorporation contains
provisions providing for the indemnification of directors and officers of the
Company as follows:
(a) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, of any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is otherwise serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding, if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, has no reasonable cause to believe his conduct is unlawful. The
termination of any action, suit or proceeding, by judgment, order, settlement,
conviction upon a plea of nolo contendere or its equivalent, shall not of itself
create a presumption that the person did not act in good faith in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had
reasonable cause to believe the action was unlawful.
(b) The corporation shall indemnify any person who was or is a party,
or is threatened to be made a party, to any threatened, pending or completed
action or suit by or in the right of the corporation, to procure a judgment in
its favor by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not, opposed to,
the best interests of the corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation, unless, and only to the extent that, the court in
which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections (a) and (b) of this Article,
or in defense of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney's fees) actually and reasonably incurred by
him in connection therewith.
<PAGE>
(d) Any indemnification under Section (a) or (b) of this Article
(unless ordered by a court) shall be made by the corporation only as authorized
in the specific case upon a determination that indemnification of the officer,
director and employee or agent is proper in the circumstances, because he has
met the applicable standard of conduct set forth in Section (a) or (b) of this
Article. Such determination shall be made (i) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for purpose.
(e) Expenses (including attorneys' fees) incurred in defending a
civil or criminal action, suit or proceeding may be paid by the corporation in
advance of the final disposition or such action, suit or proceeding, as
authorized in Section (d) of this Article, upon receipt of an understanding by
or on behalf of the director, officer, employee or agent to repay such amount,
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation as authorized in this Article.
(f) The Board of Directors may exercise the corporation's power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under these Amended Articles of Incorporation, the Bylaws, agreements,
vote of the shareholders or disinterested directors, or otherwise, both as to
action in his official capacity and as to action in another capacity while
holding such office and shall continue as to person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the heirs
and personal representative of such a person.
Transfer Agent
The Company is serving as its own transfer agent until it becomes
eligible for quotation with NASD.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements have been examined to the extent
indicated in their reports by Dorra, Shaw, & Dugan, independent certified
accountants, and have been prepared in accordance with generally accepted
accounting principles and pursuant to Regulation S-B as promulgated by the
Securities and Exchange Commission and are included herein, on Page F-1 hereof
in response to Part F/S of this Form 10-SB.
<PAGE>
<TABLE>
<CAPTION>
VENTURENET.COM, INC.
TABLE OF CONTENTS
Page
<S> <C>
Independent Auditors' Report F-1
Balance Sheet F-2
Statement of Operations and Deficit Accumulated
During the Developmental Stage F-3
Statement of Changes in Stockholders' Equity F-4
Statement of Cash Flows F-5
Notes to Financial Statements F-6
</TABLE>
<PAGE>
Dorra Shaw & Dugan
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
VentureNet.com, Inc.
Palm Beach, Florida
We have audited the accompanying balance sheet of VentureNet.com, Inc. a Florida
corporation and a development stage company as of January 31, 2000 and the
related statements of operations, and deficit accumulated during the
developmental stage, cash flows and changes in stockholders' equity for the
period January 19, 2000 (date of inception) to January 31, 2000. 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 generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of VentureNet.com, Inc. as of
January 31, 2000 and the results of its operations and its cash flows and
changes in stockholders' equity for the period from January 19, 2000 (date of
inception) to January 31, 2000 in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As shown in the financial statements,
the Company has incurred net losses since its inception. The Company's financial
position and operating results raise substantial doubt about its ability to
continue as a going concern. Management's plan regarding those matters also are
described in Note D. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Certified Public Accountants
February 1, 2000
270 South County Road * Palm Beach,
FL 33480 Telephone (561) 822-9955 *
Fax (561) 832-7580
Website: dsd-cpa.com
F-1
<PAGE>
<TABLE>
<CAPTION>
VENTURENET.COM, INC.
(A Development Stage Company)
BALANCE SHEET
January 31, 2000
- -------------------------------------------------------------------- -----------------
<S> <C>
ASSETS
Current Assets:
Cash $ 1,100
- -------------------------------------------------------------------- -----------------
TOTAL CURRENT ASSETS 1,100
- -------------------------------------------------------------------- -----------------
$ 1,100
- -------------------------------------------------------------------- -----------------
LIABILITIES
Current Liabilities:
Accrued expenses 500
- -------------------------------------------------------------------- -----------------
TOTAL CURRENT LIABILITIES 500
- -------------------------------------------------------------------- -----------------
500
- -------------------------------------------------------------------- -----------------
STOCKHOLDERS' EQUITY
Common stock - $.0001 par value - 50,000,000 shares authorized
5,500,000 shares issued and outstanding 550
Preferred stock - no par value - 10,000,000 shares authorized
No shares issued and outstanding -
Additional paid-in-capital 3,050
Deficit accumulated during the developmental stage (3,000)
- -------------------------------------------------------------------- -----------------
TOTAL STOCKHOLDERS' EQUITY 600
- -------------------------------------------------------------------- -----------------
$ 1,100
- -------------------------------------------------------------------- -----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-2
<PAGE>
<TABLE>
<CAPTION>
VENTURENET.COM, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENTAL STAGE
For the period January 19, 2000 (date of inception) to January 31, 2000
- ----------------------------------------------------------------- -------------
<S> <C>
Revenues $ -
- ----------------------------------------------------------------- -------------
Operating expenses:
Professional fees $ 3,000
3,000
- ---------------------------------------------------------------- -------------
Loss before income taxes (3,000)
Income taxes -
- ---------------------------------------------------------------- -------------
Net loss (3,000)
- ---------------------------------------------------------------- -------------
Deficit accumulated during
the developmental stage - January 31, 2000 $ (3,000)
- ---------------------------------------------------------------- -------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-3
<PAGE>
<TABLE>
<CAPTION>
VENTURENET.C
OM, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN
STOCKHOLDERS' EQUITY
For the period January 19, 2000 (date of inception) to January 31, 2000
- --------------------------------------------------------------------------------------------------------------------------
Additional
Number of Preferred Common Paid - In Accumulated
Shares Stock Stock Capital Deficit Total
---------------- ---------- --------- ----------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Issuance of Common Stock:
January 20, 2000 5,500,000 - 550 3,050 - 3,600
Net Loss - - - - (3,000) (3,000)
- ----------------------------------------- ---------------- ---------- --------- ----------- ------------- ------------
$ 5,500,000 $ - $ 550 $ 3,050 $ (3,000) $ 600
- ----------------------------------------- ---------------- ---------- --------- ----------- ------------- ------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-4
<PAGE>
<TABLE>
<CAPTION>
VENTURENET.COM, INC.
(A Development Stage Company)
Statement of Cash Flows
For the period January 19, 2000 (date of inception) to January 31, 2000
- ---------------------------------------------------------------------------------------- -----------------
<S> <C>
Operating Activities:
Net loss $ (3,000)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Increase in:
Issuance of common stock for services 2,500
Accrued expenses 500
- --------- ---- ------------------------------------------------------------------------- -----------------
Net cash provided by operating activities -
- ---------------------------------------------------------------------------------------- -----------------
Financing activities:
Issuance of Common Stock 1,100
- ---------------------------------------------------------------------------------------- -----------------
Net cash provided by financing activities 1,100
- ---------------------------------------------------------------------------------------- -----------------
Net increase in cash 1,100
- ---------------------------------------------------------------------------------------- -----------------
Cash - January 31, 2000 $ 1,100
- ---------------------------------------------------------------------------------------- -----------------
</TABLE>
The accompanying notes are an integral part of the financial statements
F-5
<PAGE>
VENTURENET.COM, INC.
NOTES TO FINANCIAL STATEMENTS
Note A - Summary of Significant Accounting Policies:
Organization
VentureNet.com, Inc. (a development stage company) is a Florida Corporation
incorporated on January 19, 2000.
The Company conducts business from its headquarters in Palm Beach, FL. The
Company has not yet engaged in its expected operations. The future operations
will be to merge with or acquire an existing company.
The Company is in the development stage and has not yet acquired the necessary
operating assets; nor has it begun any part of its proposed business. While the
Company is negotiating with prospective personnel and potential customer
distribution channels, there is no assurance that any benefit will result from
such activities. The Company will not receive any operating revenues until the
commencement of operations, but will continue to incur expenses until then.
Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a November 30 year-end.
Start - Up Costs
Start - up and organization costs are being expensed as incurred.
Loss Per Share
The computation of loss per share of common stock is based on the weighted
average number of shares outstanding at the date of the financial statements.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly, actual results
could differ from those estimates.
Note B - Stockholders' Equity:
The Company has authorized 50,000,000 shares of $.0001 par value common stock.
On January 20, 2000, the company authorized and issued 5,500,000 shares of
restricted common stock to two investors for $1,100 in cash plus service valued
at $2,500. In addition, the Company authorized 10,000,000 shares of no par value
preferred stock with the specific terms, conditions, limitations and preferences
to be determined by the Board of Directors. None of the preferred stock is
issued and outstanding as of January 31, 2000.
F-6
<PAGE>
Note C - Income Taxes:
The Company has a net operating loss carry forward of $3,000 that may be offset
against future taxable income. If not used, the carry forward will expire in
2019.
The amount recorded as deferred tax assets, cumulative, as of January 31, 2000
is $500, which represents the amounts of tax benefits of loss carry-forwards.
The Company has established a valuation allowance for this deferred tax asset of
$500, as the Company has no history of profitable operations.
Note D - Going Concern:
As shown in the accompanying financial statements, the Company incurred a net
loss of $3,000 from January 19, 2000 (date of inception) through January 31,
2000. The ability of the Company to continue as a going concern is dependent
upon commencing operations and obtaining additional capital and financing. The
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern. The Company is currently
seeking a merger partner or an acquisition candidate to allow it to begin its
planned operations.
F-7
<PAGE>
PART III
Item 1. Index to Exhibits
The following exhibits are filed with this Registration Statement:
Exhibit No. Exhibit Name
- --------------- -----------------------------------
3(i).1 Articles of Incorporation filed January 19, 2000
3(ii).1 By-laws
27 Financial Data Schedule
Item 2. Description of Exhibits
See Item 1 above.
Signatures
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
there unto duly authorized.
VentureNet.com, Inc.
(Registrant)
Date: February 17, 2000 BY: /s/ Thomas V. Flynn
-----------------------------------
Thomas V. Flynn, President
In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and on the dates indicated.
Date Signature Title
- --------------- ----------------- ---------------
February 17, 2000 BY:/s/ Thomas V. Flynn
-------------------
Thomas V. Flynn President, Secretary,
Treasurer, Director
EXHIBIT 3(i).1
ARTICLES OF INCORPORATION
OF
VentureNet.com, Inc.
The undersigned subscriber to these Articles of Incorporation, a
natural person competent to contract, hereby forms a corporation under the laws
of the State of Florida.
ARTICLE I. NAME
The name of the corporation shall be VentureNet.com, Inc.: The
principal place of business of this corporation shall be 354 Brazilian Avenue,
#5, Palm Beach, FL 33480.
ARTICLE II. NATURE OF BUSINESS
This corporation may engage or transact in any and all lawful
activities or business permitted under the laws of the United States, the State
of Florida or any other state, country, territory or nation.
ARTICLE III. CAPITAL STOCK
The maximum number of shares of stock that this corporation is
authorized to have outstanding at any one time is 50,000,000 shares of common
stock having a par value of $.0001 per share; and 10,000,000 shares of preferred
stock, with the specific terms, conditions, limitations, and preferences to be
determined by the Board of Directors without shareholder approval.
ARTICLE IV. ADDRESS
The street address of the initial registered office of the
corporation shall be 265 Sunrise Avenue, Suite 204, Palm Beach, FL 33480, and
the name of the registered agent of the corporation at that address is Donald F.
Mintmire.
ARTICLE V. TERM OF EXISTENCE
This corporation is to exist perpetually.
ARTICLE VI. DIRECTORS
This corporation shall have no Directors, initially. The affairs of
the Corporation will be managed by the shareholders until such time as Directors
are designated as provided by the Bylaws.
ARTICLE VII. ACTION BY MAJORITY VOTE
The By-Laws of the Corporation may provide that any matter to be
voted upon by either the Directors or the Shareholders of the corporation shall
require only a majority vote. Consents in writing of either the Directors or
Shareholders need be approved only by a majority of such Directors or
Shareholders.
<PAGE>
ARTICLE VIII. SPECIAL AUTHORITY OF BOARD OF DIRECTORS AND WAIVER OF
DISSENTERS RIGHTS
The Board of Directors by a majority vote thereof shall be and are
hereby authorized to enter into on behalf of the corporation and to bind the
corporation without shareholder approval, any and all acts approving (a) the
terms and conditions of a merger and/or a share exchange; and (b) divisions,
combinations and/or splits of shares of any class or series of stock of the
corporation, whether issued or unissued, with or without any change in the
number of authorized shares; and shareholders affected thereby, shall not be
entitled to dissenters rights with respect thereto under any applicable
statutory dissenters rights provisions.
ARTICLE IX. INCORPORATOR
The name and street address of the incorporator to these Articles of
Incorporation is:
Donald F. Mintmire, Esq.
Mintmire & Associates
265 Sunrise Avenue
Suite 204
Palm Beach, Florida 33480.
ARTICLE X. EFFECTIVE DATE
The corporation shall commence its existence on January 19, 2000.
ARTICLE XI. CONFLICT OF INTEREST
Any related party contract or transaction must be authorized,
approved or ratified at a meeting of the Board of Directors by sufficient vote
thereon by directors not interested therein or the transaction must be fair and
reasonable to the Corporation.
ARTICLE XII. INDEMNIFICATION
The Corporation shall indemnify its Officers, Directors, Employees
and Agents in accordance with the following:.
(a) The Corporation shall indemnify any person who was or
is a party, or is threatened to be made a party, to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation), by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was otherwise serving at the request of the
Corporation as a director, officer, employee or agent of another corporation,
partnership joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement,
actually and reasonably incurred by him in connection with such action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, has no reasonable cause to believe
his conduct to be unlawful. The termination of any action, suit or proceeding,
by judgment, order, settlement, conviction upon a plea of nolo contendere or its
equivalent, shall not of itself create a presumption that the person did not act
in good faith in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation and, with respect to any criminal action
or proceeding, had reasonable cause to believe the action was unlawful.
<PAGE>
(b) The Corporation shall indemnify any person who was or is
a party, or is threatened to be made a party, to any threatened, pending or
completed action or suit by or in the right of the Corporation, to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Corporation, except that no indemnification shall be
made in respect of any claim, issue or matter as to whether such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Corporation, unless, and only to the extent that, the court
in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability, but in view of all circumstances of the
case, such person is fairly and reasonably entitled to indemnification for such
expenses which such court deems proper.
(c) To the extent that a director, officer, employee or agent
of the Corporation has been successful on the merits or otherwise in the defense
of any action, suit or proceeding referred to in Sections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
(d) Any indemnification under Section (a) or (b) of this
Article (unless ordered by a court) shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
officer, director, employee or agent is proper under the circumstances, because
he has met the applicable standard of conduct set forth in Section (a) or (b) of
this Article. Such determination shall be made (i) by the Board of Directors by
a majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (iii) by the affirmative vote of the holders of
a majority of the shares of stock entitled to vote and represented at a meeting
called for that purpose.
(e) Expenses (including attorneys' fees) incurred in
defending a civil or criminal action, suit or proceeding may be paid by the
Corporation in advance of the final disposition of such action, suit or
proceeding, as authorized in Section (d) of this Article, upon receipt of an
understanding by or on behalf of the director, officer, employee or agent to
repay such amount, unless it shall ultimately be determined that he is entitled
to be indemnified by the Corporation as authorized in this Article.
(f) The Board of Directors may exercise the Corporation's
power to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under this Article.
(g) The indemnification provided by this Article shall not
be deemed exclusive of any other rights to which those seeking indemnification
may be entitled under these Amended Articles of Incorporation, the Bylaws,
agreements, vote of the shareholders or disinterested directors, or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office and shall continue as to a person who has ceased to be
a director, officer, employee or agent and shall inure to the benefit of the
heirs and personal representatives of such a person.
<PAGE>
ARTICLE XIII. LAW APPLICABLE TO CONTROL-SHARE VOTING RIGHTS.
The provisions set forth in Fl. Stat. 607.0902 do not apply
to control-share acquisitions of shares of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and
seal on this 19th day of January 2000.
/s/ Donald F. Mintmire
---------------------------
Donald F. Mintmire
STATE OF FLORIDA
COUNTY OF PALM BEACH
The foregoing instrument was acknowledged before me this 19th day of
January 2000, by Donald F. Mintmire, who is personally known to me and who
(did/did not) take an oath.
[Seal] /s/ Lisa R. Luckman
------------------------
Notary Public
Donald F. Mintmire, having been designated to act as Registered
Agent, hereby agrees to act in this capacity.
/s/ Donald F. Mintmire
---------------------------
Donald F. Mintmire
EXHIBIT 3(ii).1
BY-LAWS
OF
VENTURENET.COM, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Florida shall be
located in the City of Palm Beach. The Corporation may have such other offices,
either within or without the State of Florida, as the business of the
Corporation may require from time to time.
The Registered Office of the Corporation may be, but need not be, identical
with its principal office in the State of Florida and the address of the
Registered Office may be changed from time to time by the Board of Directors.
ARTICLE II
SHAREHOLDERS
SECTION 1. ANNUAL MEETING. The annual meeting of shareholders shall be held
at such time and place each year as the Board of Directors shall determine for
the purpose of electing directors and for the transaction of such other business
as may come before the meeting. If the election of directors shall not be held
at any annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the shareholders to
be held as soon thereafter as may be convenient.
SECTION 2. SPECIAL MEETING. Special meetings of the shareholders may be
called by the President, by the Board of Directors or by the holders of not less
than one-fifth (1/5) of the voting power of all shareholders of the Corporation.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place
within or without the State of Florida as the place of meeting for any annual
meeting, or any place either within or without the State of Florida as the place
of meeting for any special meeting called by the Board of Directors.
SECTION 4. NOTICE OF MEETINGS AND WAIVER. Written or printed notice stating
the place, day and hour of the meeting and, in case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the Chairman of the
Board, the President, or the Secretary, or the officer or persons calling the
meeting. If mailed, such notice shall be deemed to be delivered when deposited
in the United States mail in a sealed envelope addressed to the shareholder at
his address as it appears on the records of the Corporation, with postage
thereon prepaid. Notice of any shareholders' meeting may be waived in writing by
any shareholder at any time before or after the meeting.
<PAGE>
SECTION 5. MEETING OF ALL SHAREHOLDERS. If all of the shareholders shall
meet at any time and place, either within or without the State of Florida, and
consent to the holding of a meeting, such meeting shall be valid without call or
notice, and at such meeting any corporate action may be taken.
SECTION 6. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE. The Board of
Directors of the Corporation may fix in advance a date, not exceeding sixty (60)
and not less than ten (10) days prior to the date of any meeting of
shareholders, or to the date for the payment of any dividend or for the
allotment of rights, or to the date when any exchange or reclassification of
shares shall be effective, as the record date for the determination of
shareholders entitled to receive payment of any such dividend or to receive any
such allotment of rights, or to exercise rights in respect of any exchange or
reclassification of shares; and the shareholders of record on such date shall be
the shareholders entitled to notice of and to vote at, such meeting, or to
receive payment of such dividend or to receive such allotment of rights or to
exercise such rights in the event of an exchange or reclassification of shares,
as the case may be. If no record date is fixed by the Board of Directors, the
date on which notice of the meeting is mailed shall be deemed to be the record
date for the determination of shareholders entitled to vote at such meeting.
Transferees of shares which are transferred after the record date shall not be
entitled to notice of or to vote at such meeting.
SECTION 7. VOTING LISTS. The officer or agent having charge of the transfer
book for shares of the Corporation shall at least ten (10) days before each
meeting of shareholders, make a complete list of the shareholders entitled to
vote at such meeting, arranged in alphabetical order, with the address and the
number of shares held by each shareholder, which list, for a period of ten (10)
days prior to such meeting, shall be kept on file at the office of the
Corporation and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall be produced and kept open at the
time and place of the meeting and shall be subject to the inspection of any
shareholder during the meeting. The original share ledger or stock transfer
book, or a duplicate thereof kept in this State, shall be prima facie evidence
as to who are the shareholders entitled to examine such list or share ledger or
stock transfer book or to vote at any meeting of shareholders.
SECTION 8. QUORUM. A majority of the outstanding shares of the Corporation,
represented in person or by proxy, shall constitute a quorum at any meeting of
shareholders; provided, that if less than a majority of the outstanding shares
are represented at said meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice.
SECTION 9. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution, unless otherwise provided in
the proxy, and such proxy may be withdrawn at any time.
SECTION 10. VOTING OF SHARES. Each outstanding share of Common Stock shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders.
<PAGE>
SECTION 11. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the By-Laws of such corporation may prescribe, or, in the
absence of such provision, as the Board of Directors of such corporation may
determine.
Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator, or trustee may be voted by such fiduciary,
either in person or by proxy.
Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the joint names of four (4) or more fiduciaries shall be
voted in the manner determined by the majority of such fiduciaries, unless the
instrument or order appointing such fiduciaries otherwise directs.
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 (except that if the right to vote be expressly given in writing to the
pledgee and notice thereof delivered to the Corporation in writing by the
pledgee, the shareholder shall not have the right to vote the shares so pledged)
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee or his nominee shall be entitled to vote the shares so
transferred.
SECTION 12. INFORMAL ACTION BY SHAREHOLDERS. Unless prohibited by the
Articles of Incorporation, any action required to be taken at a meeting of the
shareholders may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by the holders of a majority of the
issued and outstanding capital stock of the corporation.
SECTION 13. ADJOURNMENTS. If a meeting is adjourned to another time or
place, notice of the adjourned meeting need not be given if the time and place
thereof are announced at the meeting at which the adjournment is taken. The
Corporation may transact any business which might have been transacted at the
original meeting. If the adjournment is for more than thirty (30) days or a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each shareholder of record entitled to vote at the
meeting.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS AND EXECUTIVE COMMITTEE. The business and affairs
of the Corporation shall be managed by its Board of Directors. The Board of
Directors may, by resolution passed by a majority of the whole Board, designate
two (2) or more of its number to constitute an Executive Committee, who, to the
extent provided in the resolution, shall have and exercise the authority of the
<PAGE>
Board of Directors in the management of the Corporation. The Board of Directors
may also, by resolution passed by a majority of the whole of the Board,
designate members to constitute other committees, who, to the extent provided in
the resolution, shall have and exercise the designated authority.
SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors which
shall constitute the whole Board of Directors shall be fixed from time to time
by resolution passed by the Board or by the shareholders (any such resolution of
either the Board of Directors or shareholders being subject to any later
resolution by either of them) but in no event shall such number be less than
one. No resolution shall have the effect of shortening the term of any incumbent
director. Directors shall be elected at the annual meeting of shareholders and
shall continue in office until their successors shall have been elected and
qualified. Directors need not be residents of Florida nor need they be the
holder of any shares of the capital stock of the Corporation.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Board of Directors
shall be held without other notice than this By-Law, immediately after, and at
the same place as, the annual meeting of shareholders. The Board of Directors
may provide, by resolution, the time and place, either within or without the
State of Florida, for holding of additional regular meetings without other
notice than such resolution.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the Chairman of the Board, the President or
any two (2) directors. 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 Florida, as the place for holding any special meeting of the Board of
Directors called by them.
SECTION 5. NOTICE. Written notice of any special meeting shall be given to
each director at least two (2) days before the meeting, either by personal
delivery, telegram, cablegram, or facsimile. Any director may waive notice of
any meeting. The attendance of a director at any meeting shall constitute a
waiver of notice of such meeting, and a waiver of any and all objections to the
place of meeting, the time of meeting, or the manner in which it was called or
convened, except where a director attends a meeting for the express purpose of
objecting to the transaction of any business because the meeting is not lawfully
called or convened. The purpose of and the business to be transacted at any
special meeting of the Board of Directors must be specified in the notice or
waiver or notice of such a meeting.
SECTION 6. QUORUM. A majority of the number of directors fixed by or in the
manner prescribed in the By-Laws shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, provided, that if less
than a majority of the directors are present at that meeting, a majority of the
directors present may adjourn the meeting from time to time without further
notice.
SECTION 7. MANNER OF ACTING. The act of a majority of the directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
SECTION 8. INFORMAL ACTION BY DIRECTORS. Any action required to be taken at
a meeting of the Directors of a corporation or any action which may be taken at
<PAGE>
such meeting may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of all directors and
such consent shall have the same effect as an actual vote.
SECTION 9. VACANCIES. Any vacancy occurring in the Board of Directors or in
a directorship to be filled by reason of an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office
or until the next succeeding annual meeting of shareholders. Any directorship to
be filled by reason of an increase in the number of directors may be filled by
election by the Board of Directors for a term of office continuing until the
next election of the directors by the shareholders.
SECTION 10. COMPENSATION. Directors may by resolution of the Board of
Directors, establish a fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board of Directors. Nothing
herein contained shall be construed to preclude any director from serving the
Corporation in any other capacity and receiving compensation therefor.
SECTION 11. REMOVAL. At a meeting of shareholders called expressly for that
purpose, directors may be removed, with or without cause, by a vote of the
majority of the shares then entitled to vote at an election of directors.
ARTICLE IV
OFFICERS
SECTION 1. CLASSES. The officers of the Corporation shall be a President, a
Treasurer, and a Secretary, and such other officers and assistant officers as
from time to time may be deemed necessary by the Board of Directors and elected
in accordance with the provisions of this Article. Any two (2) or more offices
may be held by the same person. The failure to elect a President, Secretary or
Treasurer shall not affect the existence of this Corporation.
SECTION 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation
shall be elected annually by the Board of Directors at the first meeting of the
Board of Directors held after each annual meeting of shareholders. If the
election of officers shall not be held at such meeting, such election shall be
held as soon thereafter as convenient. Vacancies may be filled or new offices
created and filled at any meeting of the Board of Directors. Each officer shall
hold office until his successor shall have been duly elected and shall have
qualified or until his death, his resignation or his removal from office in the
manner hereinafter provided.
SECTION 3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever, in its judgment,
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
SECTION 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.
<PAGE>
SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and shall in general supervise and control all of the
business and affairs of the Corporation. He shall preside at all meetings of the
shareholders and of the Board of Directors. He may sign, with the Secretary or
any other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation, any deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors have
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
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as may be
prescribed by the Board of Directors from time to time.
SECTION 6. VICE PRESIDENT. In the absence of the President or in the event
of his inability or refusal to act, the Vice President shall perform the duties
of the President, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the President. The Vice President shall
perform such other duties as from time to time may be assigned to him by the
President or by the Board of Directors.
SECTION 7. TREASURER. 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. He shall: (a)
have charge and custody of and be responsible for all funds and securities of
the Corporation; (b) receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Article V of these
By-Laws; and (c) in general perform all the duties from time to time assigned to
him by the President or the Board of Directors. Nothing herein shall require the
Board of Directors to require a bond.
SECTION 8. SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and of the Board of Directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these By-Laws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation and see that the seal
of the Corporation is affixed to all certificates for shares prior to the issue
thereof and to all documents, the execution of which on behalf of the
Corporation under this seal is duly authorized in accordance with the provisions
of these By-Laws; (d) keep a register of the post office address of each
shareholder which shall be furnished to the Secretary by such shareholder; (e)
sign with the President, or Vice President, certificates for shares of the
Corporation, the issue of which shall have been authorized by resolution of the
Board of Directors; (f) sign with the President, or Vice President, certificates
for shares for the Corporation, the issue of which shall have been authorized by
resolution of the Board of Directors; (g) have personal charge of the stock
transfer books of the Corporation; and (h) in general 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 the Board of Directors.
SECTION 9. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.
The Assistant Treasurers 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
Secretaries, as and if authorized by the Board of Directors, may sign with the
President or Vice President certificates for shares of the Corporation, the
<PAGE>
issue of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers and Assistant Secretaries in general shall
perform such duties as shall be assigned to them by the Treasurer or Secretary,
respectively, or by the President or the Board of Directors.
SECTION 10. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he or she is also a director of
the Corporation.
ARTICLE V
CONTRACTS, LOANS, CHECK AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instruments in the name of and on behalf of the Corporation and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents, of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 1. CERTIFICATES FOR SHARES. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and Secretary. All
certificates for shares shall be consecutively numbered. The name of the persons
owning the shares represented thereby with the number of shares and date of
issue shall be entered on the books of the Corporation. All certificates
surrendered to the Corporation for transfer shall be cancelled and no new
certificate shall be issued until the former certificate for a like number of
shares shall have been surrendered and cancelled, except that in the case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of Directors may
prescribe.
SECTION 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall
be made only by the registered holder thereof or by his attorney thereunto
authorized by power of attorney duly executed and filed with the Secretary of
the Corporation, and on surrender for cancellation of the certificate for such
share. The person in whose name shares stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.
<PAGE>
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be determined by the resolution of
the Board of Directors.
ARTICLE VIII
DIVIDENDS
The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by law and its Articles of Incorporation.
ARTICLE IX
SEAL
The Board of Directors shall if needed provide a corporate seal which shall
be in the form of a circle and shall have inscribed thereon appropriate wording.
ARTICLE X
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these By-Laws, or under the provisions of the Articles of Incorporation, or
under the provisions of the corporation laws of the State of Florida or other
jurisdiction, waiver thereof in writing signed by the person or persons entitled
to such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI
AMENDMENTS
The Board of Directors shall have the power and authority to alter, amend
or rescind the By-Laws of the Corporation at any regular or special meeting at
which a quorum is present by a vote of a majority or the whole Board of
Directors, subject to the power of the shareholders to change or repeal such
By-Laws at any annual or special meeting of shareholders at which a quorum is
present, by a vote of a majority of the stock represented at such meeting,
provided, that the notice of such meeting shall have included notice of any
proposed alteration, amendment or rescission.
I certify that these are the By-Laws adopted by the Board of Directors of
the Corporation.
BY: /s/ Thomas V. Flynn
---------------------------
Secretary
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