U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB/12g
CIK No.: 0001105858
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Oxy General Corporation
(Name of Small Business Issuer in its charter)
Nevada 84-1432450
(State or Other Jurisdiction of (IRS Employer ID Number)
Incorporation or Organization)
1056 East Platinum Way, Sandy, Utah 84094
(Address of Principal Executive Offices and Zip Code)
Issuer's telephone number: (801) 576-8073
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered: Not Applicable
Name of each exchange on which each class is to be registered: Not Applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
(Title of class)
Total Number of Pages: 44
Index to Exhibits is Located on Page: 30
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TABLE OF CONTENTS
PART I
Item Number and Caption Page
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Item 1. Description of Business. . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Management's Discussion and Analysis of Operations or Plan of
Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Item 3. Description of Property. . . . . . . . . . . . . . . . . . . . . . 12
Item 4. Security Ownership of Certain Beneficial Owners and Management . . 13
Item 5. Directors, Executive Officers, Promoters and Control Persons . . . 13
Item 6. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . 14
Item 7. Certain Relationships and Related Transactions . . . . . . . . . . 15
Item 8. Description of Securities. . . . . . . . . . . . . . . . . . . . . 15
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters. . . . . . . . . . . . . . . . . . . . . 16
Item 2. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . 16
Item 3. Changes in and Disagreements with Accountants. . . . . . . . . . . 17
Item 4. Recent Sales of Unregistered Securities. . . . . . . . . . . . . . 17
Item 5. Indemnification of Directors and Officers. . . . . . . . . . . . . 17
PART F/S
Audited Financial Statements and Supplementary Data . . . . . . . . . . . . 18
PART III
Item 1. Index to Exhibits. . . . . . . . . . . . . . . . . . . . . . . . . 30
Item 2. Description of Exhibits. . . . . . . . . . . . . . . . . . . . . . 30
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
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PART I
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Item 1. Description of Business
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General
Oxy General Corporation (the "Company") was incorporated under the laws
of the State of Nevada on September 26, 1997. The Company has had no
commercial operations to date. The Company has no full-time employees and
owns no real estate.
The Company's current business plan is to seek, investigate, and acquire
a business opportunity representing assets or businesses intended to enhance
shareholder value. The Company is deemed to be a new or start-up venture with
all of the unforeseen costs, expenses, problems, and difficulties to which
such ventures are subject.
At the present time neither the Company nor its officers, directors or
affiliates has identified any business opportunity to acquire or pursue, nor
has the Company reached any agreement or understanding with any person
concerning a transaction of any kind. The Company is unable to predict when
it may participate in a business opportunity. It expects, however, that the
analysis and selection of a business opportunity may take several months or
more.
Because an opportunity has not been identified, it is impossible to
predict or disclose the specific risks and hazards of such opportunity. There
is no assurance that the Company will acquire a favorable business opportunity
or that such opportunity will generate revenues or profits, or that
shareholder value will be increased thereby. As such, any potential business
opportunity is expected to be highly speculative and therefore risky. Such
opportunity may be highly illiquid and could result in a total loss to the
Company and its stockholders.
The Company has limited capital which may not be adequate to take
advantage of many business opportunities. In the event funds are adequate, it
is likely that it will only be able to take advantage of only one such
business opportunity. This lack of diversification may prevent the Company
from pursuing future opportunities if its first one proves to be unsuccessful.
Moreover, a significant portion of the Company's available funds may be
expended for investigative expenses without any guarantee that a transaction
will be consummated. The Company's long term success may therefore depend
upon its ability to raise additional capital. However, the Company has not
investigated the availability, source, or terms for additional capital and
will not do so until it determines such a need. Additionally, there is no
assurance that funds will be available from any source or, if available,
obtainable on terms acceptable to the Company. If not available, the
Company's operations will be limited to those that can be financed with its
limited capital.
Another effect of the Company's limited capital is that its analysis and
investigation of potential opportunities will also be limited which could
increase the Company's risk. Management decisions will likely be made without
detailed feasibility studies, independent analysis and market surveys. The
Company will likely be making decisions upon information provided by the
owner, sponsor, or others associated with the business opportunity. Such
information may not always be objective.
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The Company is filing this Form 10-SB on a voluntary basis in order to
become a 12(g) registered company under the Securities Exchange Act of 1934.
As a "reporting company", the Company believes it may be more attractive to a
potential business opportunity because it may eventually be able to list its
shares for trading on the National Association of Securities Dealers ("NASD")
Over-The-Counter Bullet Board ("OTCBB"). Company management believes that
various opportunities may also be attracted to the Company because of their
desire to eventually develop a public market in the Company's stock in order
to enhance liquidity for current and future shareholders; to implement
potential plans for raising capital through the public sale of securities; and
to acquire additional assets through issuance of securities rather than for
cash.
The acquisition of a business opportunity may be made by purchase,
merger, exchange of stock, or otherwise, and may encompass assets or a
business entity, such as a corporation, joint venture, or partnership. The
final structure, which is currently impossible to predict, will be the result
of negotiations, consultation from legal counsel, and the needs of the
specific business opportunity. Although it is likely, there is no assurance
that the Company would be the surviving entity.
There is also a possibility that the Company may finance the acquisition
of the business opportunity by borrowing against the assets or against the
projected future revenues or profits of the business opportunity to be
acquired. This could increase the Company's exposure to larger losses. A
business opportunity acquired through a heavily financed ("leveraged")
transaction is profitable only if it generates enough revenues to cover the
related debt and expenses. Failure to make payments on the debt incurred
could result in the loss of a portion or all of the assets acquired. There is
no assurance that any business opportunity acquired through a leveraged
transaction will generate sufficient revenues to cover the related debt and
expenses. There are currently no loan arrangements or arrangements for any
financing whatsoever relating to any business opportunities.
Although the terms and structure of a transaction with the Company
cannot be predicted, it is anticipated that the transaction would be a "tax
free" reorganization under the Internal Revenue Code of 1986. Such a
transaction normally requires the issuance to the stockholders of the acquired
entity, a controlling interest (i.e. 80% or more) of the common stock of the
combined entities immediately following the reorganization. If a transaction
were structured to take advantage of these provisions rather than other "tax
free" provisions provided under the Internal Revenue Code, the Company's
current stockholders would retain, in the aggregate, 20% or less of the total
issued and outstanding shares. This could result in substantial dilution in
the equity of stockholders of the Company prior to such reorganization.
It is likely that any business combination entered into by the Company
will result in a change of control as a result of stock issuances by the
Company or shares purchased from the current principal shareholders of the
Company by the acquiring entity or its affiliates. If stock is purchased from
the current shareholders, the transaction is very likely to result in
substantial gains to them relative to their purchase price for such stock.
Such sale may occur at a price not relative to or reflective of any value of
the shares held by such parties, and at a price which may not be achieved by
other individual shareholders at the time. Additionally, the sale of a
controlling interest by certain principal shareholders of the Company could
occur at a time when the other shareholders of the Company remain subject to
restrictions on the transfer of their shares. The Company does not believe
its officers and directors would become an "underwriter" within the meaning of
the Section 2(11) of the Securities Act of 1933, as amended, with regards to
such sales as such sales would likely be made in non-public transactions.
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The Company anticipates that any new securities issued in a
reorganization would be issued in reliance upon exemptions, if any are
available, from registration under applicable federal and state securities
laws. Any securities which the Company might acquire in exchange for its
Common Stock will likely be "restricted securities" within the meaning of the
Securities Act of 1933, as amended (the "Act"). Sales of such securities,
cannot proceed unless a registration statement has been declared effective by
the Securities and Exchange Commission or an exemption from registration is
available. The Company would be required to comply with the provisions of the
Act to effect any resale. In the event of a resale, the Company may rely on
Section 4(1) of the Act, which exempts sales of securities not involving a
public offering. Also, the Company may agree to register such securities
sometime after the transaction is consummated. The issuance of additional
securities and their potential sale into any trading market that might develop
in the Company's securities could have a depressive effect upon the price of
the Company's stock.
Nevada Business Corporation Act vests authority in the Board of
Directors with written consent to decide and approve the issuance of stock.
While in some instances a proposed participation in a business opportunity may
be submitted to the stockholders for their consideration, it is unlikely that
the Company's minority shareholders will be furnished with financial
statements, or any other documentation, concerning a target opportunity. It
is also emphasized that management of the Company could effect transactions
having a potentially adverse impact upon the Company's shareholders. The
Company may adopt an amendment to its Articles of Incorporation which
precludes the anti-takeover provisions of Nevada Revised Statutes. Also, a
shareholder may have no right of dissent under Nevada law, if a majority of
shareholders consent in writing to the transaction.
Depending upon the nature of the transaction, the current officers and
directors of the Company will likely resign their positions with the Company
upon completion of a transaction. In the event of such a resignation, the
Company's current management would not have any control over the conduct of
the Company's business following the Company's combination with a business
opportunity.
The Company does not foresee that it would enter into any business
opportunity with which its officers or directors are currently affiliated.
Should the Company determine in the future, contrary to foregoing
expectations, that a transaction with an affiliate would be in the best
interests of the Company and its stockholders, the Company may enter into such
a transaction only if: a) The material facts as to the relationship or
interest of the affiliate are disclosed to the board of directors and
shareholders, and the Board and/or majority of disinterested shareholders in
good faith authorizes the transaction by the affirmative vote, even though the
disinterested parties constitute less than a quorum; b) The contract or
transaction is fair as to the Company as of the time it is authorized,
approved or ratified, by the Board of Directors or the stockholders.
Sources of Opportunities
Business opportunities may come to the Company's attention from various
sources, including its officer and director, its stockholders, professional
advisors such as attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may present
unsolicited proposals. The Company has no plans, understandings, agreements,
or commitments with any individual to act as a finder of opportunities for the
Company. The analysis of business opportunities will be undertaken by or
under the supervision of the Company's president, who is not a professional
business analyst. See "Management". Although there are no current plans to
do so, Company management may hire an outside consultant to assist in the
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investigation and selection of business opportunities, and may pay a finder's
fee. No policies have been adopted regarding use of such consultants or
advisors, the criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or the total amount of fees
that may be paid. And, because of the limited resources of the Company, it is
likely that any fee the Company agrees to pay would be in stock instead of
cash.
It is possible that the range of business opportunities available for
consideration by the Company could be limited by the impact of Securities and
Exchange Commission regulations regarding purchase and sale of "penny stocks."
The regulations would affect, and possibly impair, any market that might
develop in the Company's securities until such time as they qualify for
listing on NASDAQ or on another exchange which would make them exempt from
applicability of the "penny stock" regulations.
Investigation and Selection of Business Opportunities
Management will make a decision to participate in a specific business
opportunity based on an analysis of the quality of the opportunity's business
plan, its management and personnel, the anticipated market acceptability of
new products or marketing concepts, the merit of technological changes, the
perceived benefit the opportunity will derive from becoming a publicly held
entity, and numerous other factors which are difficult, if not impossible, to
analyze through the application of any objective criteria. It is likely that
the historical operations of a specific business opportunity may not be
indicative of its future potential because of possible future changes in
marketing approaches, expansion plans, product emphasis, management, or other
changes.
The Company will be dependent upon the owners of a business opportunity
to identify any potential future problems and to implement necessary changes.
Because the Company may participate in a business opportunity with a newly
organized firm or with a firm which is entering a new phase of growth, the
Company may incur further risks because management and the Company's products
or services may be unproven and unprofitable when acquired. Business
opportunities presented to the Company may (i) be recently organized with no
operating history, or a history of losses attributable to under-capitalization
or other factors; (ii) be experiencing financial or operating difficulties;
(iii) be in need of funds to develop a new product or service or to expand
into a new market; (iv) be relying upon an untested product or marketing
concept; or (v) have a combination of the characteristics mentioned in (i)
through (iv). The Company intends to concentrate its acquisition efforts on
properties or businesses that it believes to be undervalued. Given the above
factors, investors should expect that any acquisition candidate may have a
history of losses or low profitability.
The Company's search will be directed primarily towards small and medium
sized business opportunities with or without revenues and earnings which
desire to become public corporations and which are able to satisfy, or
anticipate in the near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or a stock
exchange. The Company intends to seek opportunities demonstrating the
potential of long term growth.
The Company's investigation of business opportunities will not be
restricted to any particular geographical area, industry, or stage of growth
and may, therefore, engage in essentially any business, to the extent of its
limited resources. No specific factors described herein will be controlling
in the selection of a business opportunity. Management will attempt to
analyze the factors it deems appropriate to each opportunity and make a
determination based upon a reasonable investigation of available data.
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Prior to making a decision to participate in a business opportunity, the
Company will generally request that it be provided with a business plan
regarding the business opportunity containing such items as a description of
products, services and company history; management resumes; financial
information; available projections, with related assumptions upon which they
are based; an explanation of proprietary products and services; evidence of
existing patents, trademarks, or services marks, or rights thereto; present
and proposed forms of compensation to management; a description of
transactions between such company and its affiliates during relevant periods;
a description of present and required facilities; an analysis of risks and
competitive conditions and estimated capital requirements.
As part of the Company's investigation, the Company's executive officers
and directors may meet personally with management and key personnel, may visit
and inspect material facilities, obtain independent analysis or verification
of certain information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management expertise. However,
it is also possible that an investigation of such opportunities may be
exclusively by phone, mail, facsimile, email or other methods not involving a
physical meeting or inspection with such opportunities.
The Company will likely require audited financial statements from
opportunities with which it proposes to acquire or merge because the Company
will be subject to the reporting provisions of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and thus will be required to furnish
audited financial statements for any opportunity in which it engages. Failure
to do so could expose the Company to enforcement actions by the Securities and
Exchange Commission which could result in penalties, legal fees and/or
injunctive action, which would have a material adverse effect on the Company
and its operations.
In the event that audited financial statements are not available, the
Company may still engage in such an opportunity if it believes that audited
financial statements will be provided within a reasonable time after the
Company enters into a transaction with such opportunity. However without
audited financial information, the Company will not have the benefit of full
and accurate information provided by independent verification about the
financial condition and recent interim operating history of the target
company. This could substantially increase the risk of a potential
transaction.
The Company will participate in a business opportunity only after the
negotiation and execution of a written agreement. Although the terms of such
agreement cannot be predicted, generally such an agreement would require
specific representations and warranties by all of the parties thereto, specify
certain events of default, detail the terms of closing and the conditions
which must be satisfied by each of the parties thereto prior to such closing,
outline the manner of bearing costs if the transaction is not closed, set
forth remedies upon default, and include miscellaneous other terms. Even
after a definitive agreement is executed, it is possible that the acquisition
would not be consummated should any party elect to exercise any right provided
in the agreement to terminate it on specified grounds.
Competition
The Company expects to encounter substantial competition in its efforts
to locate attractive opportunities, primarily from business development
companies, venture capital partnerships and corporations, venture capital
affiliates of large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
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the Company and will therefore be in a better position than the Company to
obtain access to attractive business opportunities. The Company also will
possibly experience competition from other public companies seeking such
opportunities, some of which may have more funds available than does the
Company.
Regulation
The Company may acquire an opportunity that is subject to regulation or
licensing by federal, state, or local authorities which may be a
time-consuming, expensive process and may limit other investment opportunities
of the Company.
The Company may participate in a business opportunity by purchasing,
trading or selling the securities of such business. The Company does not,
however, intend to engage primarily in such activities, and therefore intends
to avoid being classified as an "investment company" under the Investment
Company Act of 1940 (the "Investment Act"). Such a classification could
subject the Company to a costly registration process. Section 3(a) of the
Investment Act excludes from the definition of an "investment company," any
entity that does not engage primarily in the business of investing,
reinvesting or trading in securities, or that does not engage in the business
of investing, owning, holding or trading "investment securities" (defined as
"all securities other than government securities or securities of
majority-owned subsidiaries") the value of which exceeds 40% of the value of
its total assets (excluding government securities, cash or cash items). Since
the Company will not register as an investment company, stockholders will not
be afforded certain protections under the Investment Act.
Regulation of Penny Stocks. The Company's securities, when available
for trading, will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers who sell such
securities to persons other than established customers or accredited
investors. For purposes of the rule, the phrase "accredited investors" means,
in general terms, institutions with assets in excess of $5,000,000, or
individuals having a net worth in excess of $1,000,000 or having an annual
income that exceeds $200,000 (or that, when combined with a spouse's income,
exceeds $300,000). For transactions covered by the rule, the broker-dealer
must make a special suitability determination for the purchaser and receive
the purchaser's written consent prior to the sale of a security.
Consequently, the rule may affect the ability of broker-dealers to sell the
Company's securities in an offering or in any market that might develop
thereafter.
In addition, the Securities and Exchange Commission has adopted a number
of rules to regulate "penny stocks." Such rules include Rules 3a51-1, 15g-1,
15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities
Exchange Act of 1934, as amended. Because the securities of the Company may
constitute "penny stocks" within the meaning of the rules, the rules would
apply to the Company and to its securities. The rules may further affect the
ability of owners of Shares to sell the securities of the Company in any
market that might develop for them.
Shareholders should be aware that, according to Securities and Exchange
Commission, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include (i) control of the market
for the security by one or a few broker-dealers that are often related to the
promoter or issuer; (ii) manipulation of prices through prearranged matching
of purchases and sales and false and misleading press releases; (iii) "boiler
room" practices involving high-pressure sales tactics and unrealistic price
projections by inexperienced sales persons; (iv) excessive and undisclosed
bid-ask differentials and markups by selling broker-dealers; and (v) the
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wholesale dumping of the securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor losses. The
Company's management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be in a
position to dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the confines of
practical limitations to prevent the described patterns from being established
with respect to the Company's securities.
Blue Sky Considerations. Because the securities to be registered
hereunder have not been registered for resale under the blue sky laws of any
state, the holders of such shares and persons who desire to purchase them in
any trading market that might develop in the future, should be aware that
there may be significant state blue-sky law restrictions upon the ability of
investors to sell the securities and of purchasers to purchase the securities.
Warning is hereby given that the shares may be "restricted" from resale. In
the event of a violation of state laws regarding resale of the shares, the
Company could be liable for civil and criminal penalties which would be a
substantial impairment to the Company.
At the date of this registration statement, the Company has no intention
of offering further shares in a private offering to anyone. Further, the
policy of the Board of Directors is that any future offering of shares will
only be made after an acquisition has been made and can be disclosed in
appropriate 8-K filings.
Rule 144 Sales. Shares of the Company's Common Stock that are held by
officers, directors, and any stockholder owing greater than 10% of the total
issued and outstanding shares are "restricted securities" within the meaning
of Rule 144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other applicable exemptions
from registration under the Act and as required under applicable state
securities laws. Rule 144 provides in essence that a person who has held
restricted securities for one year may, under certain conditions, sell every
three months, in brokerage transactions, a number of shares that does not
exceed the greater of 1.0% of a company's outstanding common stock or the
average weekly trading volume during the four calendar weeks prior to the
sale. There is no limit on the amount of restricted securities that may be
sold by a non-affiliate after the restricted securities have been held by the
owner for a period of two years. A sale under Rule 144 or under any other
exemption from the Act, if available, or pursuant to subsequent registration
of shares of Common Stock of present stockholders, may have a depressive
effect upon the price of the Common Stock in any market that may develop. Of
the total shares outstanding, 10,000,000 shares become available for resale
(subject to volume limitations for affiliates) under Rule 144, within one
year. One million shares are already available for resale under Rule 144
without any volume limitation.
Administrative Offices
The Company currently maintains a mailing address at the home of its
president at 1056 East Platinum Way, Sandy, Utah 84094. Other than this
mailing address, the Company does not currently maintain any other office
facilities, and does not anticipate the need for maintaining office facilities
at any time in the foreseeable future. The Company pays no rent or other fees
for the use of this mailing address.
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Employees
The Company is a development stage company and currently has no
employees and does not anticipate a need to engage any full-time employees so
long as it is seeking and evaluating business opportunities.
The Company currently has only one individual who is serving as its
officer and director on a part time basis. The Company will be heavily
dependent upon his skills, talents, and abilities to implement its business
plan, and may, from time to time, find that the inability of this person to
devote full time attention to the business of the Company may result in a
delay in progress toward implementing its business plan. Additionally,
conflicts of interest may arise that can be resolved only through exercise of
good judgment as is consistent with fiduciary duties to the Company. Such
conflicts may require that the Company attempt to employ additional personnel.
There is no assurance that the services of such persons will be available or
that they can be obtained upon terms favorable to the Company. Certain of the
officers and directors of the Company may be directors and/or principal
shareholders of other companies and, therefore, could face conflicts of
interest with respect to potential acquisitions. In addition, officers and
directors of the Company may in the future participate in business ventures
which could be deemed to compete directly with the Company. Additional
conflicts of interest and non-arms length transactions may also arise in the
future in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business. The
Company's Board of Directors has adopted a policy that the Company will not
seek a merger with, or acquisition of, any entity in which management serve as
officers or directors, or in which they or their family members own or hold a
controlling ownership interest. Although the Board of Directors could elect
to change this policy, the Board of Directors has no present intention to do
so. In addition, if the Company and other companies with which the Company's
officers and directors are affiliated both desire to take advantage of a
potential business opportunity, then the Board of Directors has agreed that
said opportunity should be available to each such company in the order in
which such companies registered or became current in the filing of annual
reports under the Exchange Act subsequent to January 1, 2000.
The Company's officers and directors or majority shareholders may
actively negotiate or otherwise consent to the purchase of a portion of their
common stock as a condition to, or in connection with, a proposed merger or
acquisition transaction. It is anticipated that a substantial premium over
the initial cost of such shares may be paid by the purchaser in conjunction
with any sale of shares by the Company's officers and directors which is made
as a condition to, or in connection with, a proposed merger or acquisition
transaction. The fact that a substantial premium may be paid to the Company's
officers and directors to acquire their shares creates a potential conflict of
interest for them in satisfying their fiduciary duties to the Company and its
other shareholders. Even though such a sale could result in a substantial
profit to them, they would be legally required to make the decision based upon
the best interests of the Company and the Company's other shareholders, rather
than their own personal pecuniary benefit.
Because investors will not be able to evaluate the merits of possible
business acquisitions by the Company, they should critically assess the
information concerning the Company's officers and directors.
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Item 2. Management's Discussion and Analysis of Operations or Plan of
Operations.
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Liquidity and Capital Resources for the Year Ended December 31, 1999 (Audited)
The Company remains in the development stage and, since inception, has
had no revenues. At December 31, 1999 the Company had working capital of
$8,602. The Company had cash in the amount of $9,400. All cash raised by the
Company to date, has come from the sale of 10,000,000 shares of the Company's
common stock to Cliff Halling, the Company's current president for $10,000, as
well as a $712 loan to the Company by its previous president, Ken W. Kurtz.
The shares were sold to Cliff Halling to obtain capital to pay the costs of
becoming a reporting company under the Securities Exchange Act of 1934.
Management is hopeful that becoming a reporting company will increase the
number of prospective business ventures that may be available to the Company.
During the period from September 26, 1997 (inception) through December
31, 1999 the Company has engaged in no significant operations other than
organizational activities, acquisition of capital and preparation for
registration of its securities under the Securities Exchange Act of 1934, as
amended. No revenues were received by the Company during this period. The
Company has incurred operating expenses since inception to the year ended
December 31, 1999 of ($2,398). The net loss on operations was ($884) from
January 1, 1999 through December 31, 1999. Such losses will continue unless a
business opportunity with revenues and profits can be acquired by the Company.
There is no assurance that revenues or profitability will ever be achieved by
the Company.
The Company will carry out its plan of business as discussed above. The
Company cannot predict to what extent its lack of liquidity and capital
resources will impair the consummation of a business combination or whether it
will incur further operating losses through any business entity which the
Company may eventually acquire.
Results of Operations
Calendar Year Ended December 31, 1999 and 1998 and from inception on
September 26, 1997 to December 31, 1997 and December 31,1999 (audited).
The Company had no revenues for the year ended December 31, 1999,
December 31, 1998 or from inception on from inception on September 26, 1997 to
December 31, 1997 and December 31,1999. The Company incurred $884 in expenses
for the year ended December 31, 1999 as compared to $423 in expenses for the
year ended December 31, 1998 and $1,091 from inception on September 26, 1997
to December 31, 1997.
The net operating loss for the year ended December 31, 1999 of
$(884); for the year ended December 1998 of $(423); and from inception from
inception on September 26, 1997 to December 31, 1997 of $(1,091) resulted
primarily from general and administrative expenses and interest expense. The
net loss per share for each period was less than ($.01) per share.
For the current fiscal year, the Company anticipates incurring a loss as
a result of legal and accounting expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The Company
anticipates that until a business combination is completed with an acquisition
candidate, it will not generate revenues other than possible interest income,
and may continue to operate at a loss after completing a business combination,
depending upon the performance of the acquired business.
Page 11
<PAGE>
Need for Additional Financing
Management believes that the Company has sufficient cash to meet the
anticipated needs of the Company's operations through at least the first
calendar quarter of 2001. However, there can be no assurances to that effect,
as the Company has no revenues and the Company's need for capital may change
dramatically if it acquires an interest in a business opportunity during that
period. In the event the Company requires additional funds, the Company will
have to seek loans or equity placements to cover such cash needs. There is no
assurance additional capital will be available to the Company on acceptable
terms. In the event the Company is able to complete a business combination
during this period, lack of its existing capital may be a sufficient
impediment to prevent it from accomplishing the goal of completing a business
combination. There is no assurance, however, that without funds it will
ultimately allow registrant to complete a business combination. Once a
business combination is completed, the Company's needs for additional
financing are likely to increase substantially.
No commitments to provide additional funds have been made by management
or other stockholders. Accordingly, there can be no assurance that any
additional funds will be available to the Company to allow it to cover its
expenses as they may be incurred.
Irrespective of whether the Company's cash assets prove to be adequate
to meet the Company's operational needs, the Company might seek to compensate
providers of services by issuances of stock in lieu of cash.
Year 2000 Issues
Year 2000 problems result primarily from the inability of some computer
software to properly store, recall, or use data after December 31, 1999.
These problems may affect many computers and other devices that contain
embedded computer chips. The Company's operations, however, do not rely on
information technology (IT) systems. Accordingly, the Company does not
believe it will be material affected by Year 2000 problems.
The Company relies on non-IT systems that may suffer from Year 2000
problems, including telephone systems and facsimile and other office machines.
Moreover, the Company relies on third-parties that may suffer from Year 2000
problems that could affect the Company's operations, including banks, oil
field operators, and utilities. In light of the Company's substantially
reduced operations, the Company does not believe that such non-IT systems or
third-party Year 2000 problems will affect the Company in a manner that is
different or more substantial than such problems affect other similarly
situated companies or industry generally. Consequently, the Company does not
currently intend to conduct a readiness assessment of Year 2000 problems or to
develop a detailed contingency plan with respect to Year 2000 problems that
may affect the Company.
- ------------------------------------------------------------------------------
Item 3. Description of Property
- ------------------------------------------------------------------------------
The Company has no property. The Company does not currently maintain an
office or any other facilities. It does currently maintain a mailing address
at the home of its president and director at 1056 East Platinum Way Sandy,
Utah 84094. The Company pays no rent for the use of this mailing address.
The Company does not believe that it will need to maintain an office at any
time in the foreseeable future in order to carry out its plan of operations
described herein.
Page 12
<PAGE>
- ------------------------------------------------------------------------------
Item 4. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------------
The following table sets forth, as of the date of this Registration
Statement, the number of shares of Common Stock owned of record and
beneficially by executive officers, directors and persons who hold 5.0% or
more of the outstanding Common Stock of the Company. Also included are the
shares held by all executive officers and directors as a group.
OWNERSHIP
SHAREHOLDERS AND BENEFICIAL OWNERS (1) NUMBER OF SHARES PERCENTAGE
- -------------------------------------- ---------------- ----------
Cliff Halling
1056 E. Platinum Way
Sandy, Utah 84094 10,000,000 91.0%
Ken W. Kurtz
2133 E. 9400 S., Suite 151
Sandy, Utah 84093 722,000 6.6%
All directors and executive 10,000,000 91.0%
officers as a group
(1) Except as otherwise indicated, all shares are directly owned.
- ------------------------------------------------------------------------------
Item 5. Directors, Executive Officers, Promoters and Control Persons
- ------------------------------------------------------------------------------
The directors and executive officers currently serving the Company are
as follows:
NAME AGE POSITION HELD SINCE
- ------ ----- --------------- -------
Cliff Halling 39 President, Secretary, 1999
Treasurer and Director
Cliff Halling has over ten years experience in management, marketing and
training. Since June 1998, Mr. Halling has been operating DirectShop.Net - an
Internet Web Site he developed to provide consumer exposure for retail firms.
From 1996 through 1998 Mr. Halling was involved in marketing for a real estate
and financial consulting firm in Salt Lake City, Utah. During this time, Mr.
Halling also served on the Board of Directors of Flexweight Corporation, a
reporting issuer traded on the NASD OTCBB. From 1995 through 1997, Mr.
Halling was involved in training and motivation for United Parcel Service,
West Valley City, Utah. From 1992 through 1995, Mr. Halling was Community
Service Coordinator for Feature Films for Families of Salt Lake City, Utah, a
company that developed and sold video programs to over 4,000 elementary
schools across the country.
Page 13
<PAGE>
The directors named above will serve until the next annual meeting of
the Company's stockholders. Thereafter, directors will be elected for
one-year terms at the annual stockholders' meeting. Officers will hold their
positions as directed by the board of directors. Currently, none of the
Company's officers nor directors have any employment agreement with the
Company, nor is any currently contemplated. There is no arrangement or
understanding between the directors and officers of the Company and any other
Person pursuant to which any director or officer was or is to be selected as a
director or officer.
The directors and officers of the Company will devote such time to the
Company's affairs on an "as needed" basis, but less than 20 hours per month.
As a result, the actual amount of time which they will devote to the Company's
affairs is unknown and is likely to vary substantially from month to month.
While it is unexpected, it is possible that after the Company
consummates a transaction with an unaffiliated business opportunity, that
entity may employ or retain a member of the Company's management for future
services. However, the Company has adopted a policy whereby the offer of any
post-transaction compensation to members of management will not be a
consideration in the Company's decision to undertake any proposed transaction.
Each member of management has agreed to disclose to the Company's Board of
Directors any discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the Company and
further, to abstain from voting on such transaction.
It is possible that persons associated with or known to management may
be responsible for introducing a potential business opportunity to the Company
and may therefore be compensated with a finder's fee in cash or stock. The
amount of such finder's fee, if applicable, cannot be determined as of the
date of filing this report, but is expected to be comparable to consideration
paid in similar transactions. No member of management of the Company will
receive any finders fee, either directly or indirectly, as a result of their
respective efforts to implement the Company's business plan outlined herein.
Exclusion of Liability
The Nevada Corporation Act excludes personal liability for its directors
for monetary damages based upon any violation of their fiduciary duties as
directors, except as to liability for any breach of the duty of loyalty, acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts in violation of the Nevada Corporation Act, or
any transaction from which a director receives an improper personal benefit.
This exclusion of liability does not limit any right which a director may have
to be indemnified and does not affect any director's liability under federal
or applicable state securities laws.
- ------------------------------------------------------------------------------
Item 6. Executive Compensation
- ------------------------------------------------------------------------------
No officer or director has received any other remuneration in the two
year period prior to the filing of this registration statement. Although
there is no current plan in existence, it is possible that the Company will
adopt a plan to pay or accrue compensation to its officers and directors for
services related to seeking business opportunities and completing a merger or
acquisition transaction. The Company has no stock option, retirement,
pension, or profit-sharing programs for the benefit of directors, officers or
other employees, but the Board of Directors may recommend adoption of one or
more such programs in the future.
Page 14
<PAGE>
- ------------------------------------------------------------------------------
Item 7. Certain Relationships and Related Transactions
- ------------------------------------------------------------------------------
On September 16, 1997, the Company issued to Ken Kurtz, its founding
director, a total of 1,000,000 shares of Common Stock for services rendered in
connection with the Company's formation with a value of $1,000. On June 1,
1999, the Company issued to Cliff Halling a total of 10,000,000 shares of
Common Stock for $10,000.
Also on this date, Ken Kurtz, the Company's sole director, appointed
Cliff Halling as the Company's President, Secretary Treasurer and Director.
Immediately following this appointment, Mr. Kurtz resigned from all positions
as officer and director of the Company.
Ken Kurtz, the Company's previous president and director has loaned the
Company a total of $712 for various administrative expenses. This amount is
due on demand and bears interest at 8% per annum.
- ------------------------------------------------------------------------------
Item 8. Description of Securities
- ------------------------------------------------------------------------------
Common Stock
The Company's Articles of Incorporation authorize the issuance of
20,000,000 shares of Common Stock $.001 par value. Each record holder of
Common Stock is entitled to one vote for each share held on all matters
properly submitted to the stockholders for their vote. Cumulative voting for
the election of directors is not permitted by the Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out
of legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to stockholders after
distribution is made to the preferred stockholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of Common
Stock have no preemptive, conversion or redemptive rights. All of the issued
and outstanding shares of Common Stock are, and all unissued shares when
offered and sold will be, duly authorized, validly issued, fully paid, and
nonassessable. To the extent that additional shares of the Company's Common
Stock are issued, the relative interests of then existing stockholders may be
diluted.
Preferred Stock
The Company's Articles of Incorporation authorize the issuance of
5,000,000 shares of preferred stock at $.001 per value. The Board of
Directors of the Company is authorized to issue the preferred stock from time
to time in classes and series and is further authorized to establish such
classes and series, to fix and determine the variations in the relative rights
and preferences as between series, to fix voting rights, if any, for each
class or series, and to allow for the conversion of preferred stock into
Common Stock. No Preferred Stock has been issued by the Company. Preferred
Stock may be utilized in making acquisitions.
Page 15
<PAGE>
Shareholders
Each shareholder has sole investment power and sole voting power over
the shares owned by such shareholder. No shareholder has entered into or
delivered any lock up agreement or letter agreement regarding their shares or
options thereon.
Transfer Agent
The Company currently performs its own securities transfers. However,
the Company seeks to engage Signature Stock Transfer Inc. located at 14675
Midway Road, Suite 221, Addison, Texas 75001 as its transfer agent prior to or
upon effectiveness of this registration statement.
Reports to Stockholders
The Company plans to furnish its stockholders with an annual report for
each fiscal year containing financial statements audited by its independent
certified public accountants. In the event the Company enters into a business
combination with another company, it is the present intention of management to
continue furnishing annual reports to stockholders. The Company intends to
comply with the periodic reporting requirements of the Securities Exchange Act
of 1934 for so long as it is subject to those requirements, and to file
unaudited quarterly reports and annual reports with audited financial
statements as required by the Securities Exchange Act of 1934.
PART II
- ------------------------------------------------------------------------------
Item 1. Market Price and Dividends on the Registrant's Common Equity and
Other Shareholder Matters
- ------------------------------------------------------------------------------
There is no public market for the Company's common stock, and no
assurance can be given that a market will develop or that a shareholder ever
will be able to liquidate his investment without considerable delay, if at
all. If a market should develop, the price may be highly volatile. There
were approximately forty-two (42) holders of record of the Company's common
stock on February 10, 2000. No dividends have been paid to date and the
Company's Board of Directors does not anticipate paying dividends in the
foreseeable future.
- ------------------------------------------------------------------------------
Item 2. Legal Proceedings
- ------------------------------------------------------------------------------
The Company is not a party to any pending legal proceedings, and no such
proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner of record
or beneficial owner of more than 5.0% of the securities of the Company, or any
associate of any such director, officer or security holder is a party adverse
to the Company or has a material interest adverse to the Company in reference
to any litigation.
Page 16
<PAGE>
- ------------------------------------------------------------------------------
Item 3. Changes in and Disagreements with Accountants
- ------------------------------------------------------------------------------
Not applicable.
- ------------------------------------------------------------------------------
Item 4. Recent Sales of Unregistered Securities.
- ------------------------------------------------------------------------------
Since September 26, 1997 (the date of the Company's formation), the
Company has sold its Common Stock to the persons listed in the table below in
transactions summarized as follows:
DATE OF PURCHASE PRICE
PURCHASER PURCHASE PER SHARE SHARES
- ----------------- ------------------ --------------- ----------
Ken Kurtz (2) September 26, 1997 $0.001 1,000,000
Cliff Halling (1) June 1, 1999 $0.001 10,000,000
(1) Sold for cash
(2) Sold for services.
All of the listed sales were made in reliance upon the exemption from
registration offered by Section 4(2) of the Securities Act of 1933, as
amended. The Company had reasonable grounds to believe immediately prior to
making an offer to the private investors, and did in fact believe, that such
purchasers (1) were purchasing for investment and not with a view to
distribution, and (2) had such knowledge and experience in financial and
business matters that they were capable of evaluating the merits and risks of
their investment and were able to bear those risks. The purchasers had access
to pertinent information enabling them to ask informed questions. The shares
were issued without the benefit of registration. At the time of issuance, an
appropriate restrictive legend was imprinted upon each of the certificates
representing such shares, and stop-transfer instructions would have been
entered in the Company's transfer records at the time of their issuance. All
such sales were effected without the aid of underwriters, and no sales
commissions were paid.
- ------------------------------------------------------------------------------
Item 5. Indemnification of Directors and Officers
- ------------------------------------------------------------------------------
As permitted by Nevada Statutes, the Company may indemnify its directors
and officers against expenses and liabilities they incur to defend, settle, or
satisfy any civil or criminal action brought against them on account of their
being or having been Company directors or officers unless, in any such action,
they are adjudged to have acted with gross negligence or willful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that, in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
Page 17
<PAGE>
PART F/S
Filed herewith are the Company's audited financial statements for the
periods from inception on September 26, 1997 through December 31, 1997 and
December 31, 1999 and for the calender years ended December 31, 1999 and
1998.
[THIS SPACE WAS INTENTIONALLY LEFT BLANK]
Page 18
<PAGE>
Oxy General Corporation
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1999 AND 1998
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Page 19
<PAGE>
Oxy General Corporation
[A Development Stage Company]
CONTENTS
PAGE
------
Independent Auditors' Report 1
Balance Sheets, December 31, 1999 and 1998 2
Statements of Operations, for the years ended
December 31, 1999 and 1998 and for the periods
from inception on September 26, 1997 through
December 31, 1997 and 1999 3
Statement of Stockholders' Equity, from inception
On September 26, 1997 through December 31, 1999 4
Statements of Cash Flows, for the years ended
December 31, 1999 and 1998 and for the periods
from inception on September 26, 1997 through
December 31, 1997 and 1999 5 - 6
Notes to Financial Statements 7 - 9
Page 20
<PAGE>
PRITCHETT, SILER & HARDY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727 - FAX (801) 328-1123
INDEPENDENT AUDITORS' REPORT
Board of Directors
OXY GENERAL CORPORATION
Salt Lake City, Utah
We have audited the accompanying balance sheets of Oxy General Corporation [a
development stage company] at December 31, 1999 and 1998, and the related
statements of operations, stockholders' equity and cash flows for the years
ended December 31, 1999 and 1998 and for periods from inception on September
26, 1997 through December 31, 1997 and 1999. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 audited by us present fairly, in all
material respects, the financial position of Oxy General Corporation [a
development stage company] as of December 31, 1999 and 1998, and the results
of its operations and its cash flows for the years ended December 31, 1999 and
1998 and for the periods from inception on September 26, 1997 through December
31, 1997 and 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 5 to the financial
statements the Company has incurred losses since its inception and has not yet
been successful in establishing profitable operations, raising substantial
doubt about its ability to continue as a going concern. Management's plans in
regards to these matters are also described in Note 5. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
January 17, 2000
Salt Lake City, Utah
Page 21
<PAGE>
Oxy General Corporation
[A Development Stage Company]
BALANCE SHEETS
ASSETS
December 31,
-----------------------------------
1999 1998
----------- -----------
CURRENT ASSETS:
Cash in bank $ 9,400 $ -
----------- -----------
Total Current Assets 9,400 -
----------- -----------
$ 9,400 $ -
----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Notes payable - related party $ 712 $ 477
Accrued interest payable -
related party 86 37
----------- -----------
Total Current Liabilities 798 514
----------- -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock, $.001 par value,
5,000,000 shares authorized,
0 shares issued and outstanding - -
Common stock, $.001 par value,
20,000,000 shares authorized,
11,000,000 and 1,000,000
shares issued and outstanding,
respectively 11,000 1,000
Capital in excess of par value - -
Deficit accumulated during the
development stage (2,398) (1,514)
----------- -----------
Total Stockholders' Deficit 8,602 (514)
----------- -----------
$ 9,400 $ -
----------- -----------
The accompanying notes are an integral part of these financial statements.
Page 22
<PAGE>
Oxy General Corporation
[A Development Stage Company]
STATEMENTS OF OPERATIONS
For the From Inception on
Year Ended September 26, 1997
December 31, Through December 31,
------------------------ -----------------------
1999 1998 1997 1999
---------- ---------- ---------- ----------
REVENUE $ - $ - $ - $ -
EXPENSES:
General and
Administrative (835) (392) (1,085) (2,312)
---------- ---------- ---------- ----------
LOSS BEFORE OTHER
EXPENSES (835) (392) (1,085) (2,312)
OTHER EXPENSES:
Interest Expense (49) (31) (6) (86)
---------- ---------- ---------- ----------
LOSS BEFORE INCOME
TAXES (884) (423) (1,091) (2,398)
CURRENT TAX EXPENSE - - - -
DEFERRED TAX EXPENSE - - - -
---------- ---------- ---------- ----------
NET LOSS $ (884) $ (423) $ (1,091) $ (2,398)
---------- ---------- ---------- ----------
LOSS PER COMMON SHARE $ (.00) $ (.00) $ (.00) $ (.00)
---------- ---------- ---------- ----------
The accompanying notes are an integral part of these financial statements.
Page 23
<PAGE>
Oxy General Corporation
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY
FROM THE DATE OF INCEPTION ON SEPTEMBER 26, 1997
THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
Capital Deficit
in Accumulated
Preferred Stock Common Stock Excess During the
--------------------- --------------------- of Development
Shares Amount Shares Amount ParValue Stage
---------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
BALANCE, September 26, 1997 - $ - - $ - $ - $ -
Issuance of 1,000,000
shares common stock
for services at $.001
per share, September, 1997 - - 1,000,000 1,000 - -
Net loss for the period
ended December 31, 1997 - - - - - (1,091)
---------- ---------- ---------- ---------- --------- -----------
BALANCE, December 31, 1997 - - 1,000,000 1,000 - (1,091)
Net loss for the year
ended December 31, 1998 - - - - - (423)
---------- ---------- ---------- ---------- --------- -----------
BALANCE, December 31,1998 - - 1,000,000 1,000 - (1,514)
Issuance of 10,000,000
shares common stock
for cash at $.001
per share, June, 1999 - - 10,000,000 10,000 - -
Net loss for the period
ended December 31, 1999 - - - - - (884)
---------- ---------- ---------- ---------- --------- -----------
BALANCE, December 31, 1999 - $ - 11,000,000 $ 11,000 $ - $ (2,398)
---------- ---------- ---------- ---------- --------- -----------
</TABLE>
The accompanying notes are an integral part of this financial statement.
Page 24
<PAGE>
Oxy General Corporation
[A Development Stage Company]
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
For the From Inception on
Year Ended September 26, 1997
December 31, Through December 31,
-------------------------- --------------------------
1999 1998 1997 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Cash Flows Provided by Operating
Activities:
Net loss $ (884) $ (423) $ (1,091) $ (2,398)
Adjustments to reconcile net loss
to net cash used by operating
activities:
Stock issued for services - - 1,000 1,000
Changes in assets and liabilities:
Increase in accrued interest
- related party 49 31 6 86
------------ ------------ ------------ ------------
Net Cash Provided (Used) by
Operating Activities (800) (392) (85) (1,312)
------------ ------------ ------------ ------------
Cash Flows Provided by Investing
Activities: - - - -
------------ ------------ ------------ ------------
Net Cash Provided by Investing
Activities - - - -
------------ ------------ ------------ ------------
Cash Flows Provided by Financing
Activities:
Proceeds from issuance of common stock 10,000 - - 10,000
Increase in notes payable - related party 235 392 85 712
------------ ------------ ------------ -----------
Net Cash Provided by Financing
Activities 10,235 392 85 10,712
------------ ------------ ------------ ------------
Net Increase in Cash 9,400 - - 9,400
Cash at Beginning of Period - - - -
------------ ------------ ------------ ------------
Cash at End of Period $ 9,400 $ - $ - $ 9,400
------------ ------------ ------------ ------------
Supplemental Disclosures of Cash Flow
Information:
Cash paid during the period for:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
</TABLE>
[Continued]
Page 25
<PAGE>
Oxy General Corporation
[A Development Stage Company]
STATEMENT OF CASH FLOWS
[CONTINUED]
Supplemental Schedule of Noncash Investing and Financing Activities:
For the period ended December 31, 1999:
None
For the year ended December 31, 1998:
None
For the period ended December 31,1997:
The Company issued 1,000,000 shares of its common stock for services
valued at $1,000.
The accompanying notes are an integral part of these financial statements.
Page 26
<PAGE>
Oxy General Corporation
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - Oxy General Corporation (the Company) was organized under
the laws of the State of Nevada on September 26, 1997. The Company has not
commenced planned principal operations and is considered a development
stage company as defined in Statement of Financial Accounting Standards
(SFAS) No. 7. The Company is seeking potential business ventures. The
Company has, at the present time, not paid any dividends and any dividends
that may be paid in the future will depend upon the financial requirements
of the Company and other relevant factors.
Organization Costs - Organization costs, which reflect amounts expended to
organize the Company, amounted to $1,000 and were expensed during the
period ended December 31, 1997.
Loss Per Share - The computation of loss per share is based on the weighted
average number of shares outstanding during the period presented in
accordance with Statement of Financial Accounting Standards No. 128,
"Earnings Per Share". [See Note 6]
Cash and Cash Equivalents - For purposes of the statement of cash flows,
the Company considers all highly liquid debt investments purchased with a
maturity of three months or less to be cash equivalents.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosures of contingent assets and
liabilities at the date of the financial statements, and the reported
amount of revenues and expenses during the reported period. Actual results
could differ from those estimated.
Recently Enacted Accounting Standards - Statement of Financial Accounting
Standards (SFAS) No. 132, "Employer's Disclosure about Pensions and Other
Postretirement Benefits", SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", SFAS No. 134, "Accounting for
Mortgage-Backed Securities..." and SFAS No. 135, "Rescission of FASB
Statement No. 75 and Technical Corrections" were recently issued. SFAS No.
132, 133, 134 and 135 have no current applicability to the Company or their
effect on the financial statements would not have been significant.
NOTE 2 - CAPITAL STOCK
Common Stock - During September 1997, in connection with its organization,
the Company issued 1,000,000 shares of its previously authorized, but
unissued common stock. The shares were issued for services rendered at
$1,000 (or $.001 per share).
During June 1999, the Company issued 10,000,000 shares of its previously
authorized, but unissued common stock for cash of $10,000 (or $.001 per
share).
Page 27
<PAGE>
Oxy General Corporation
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes". FASB
109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available
operating loss or tax credit carryforwards. At December 31, 1999, the
Company has available unused operating loss carryforwards of approximately
$2,400, which may be applied against future taxable income and which expire
in various years through 2019.
The amount of and ultimate realization of the benefits from the operating
loss carryforwards for income tax purposes is dependent, in part, upon the
tax laws in effect, the future earnings of the Company, and other future
events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards the
Company has established a valuation allowance equal to the tax effect of
the loss carryforwards and, therefore, no deferred tax asset has been
recognized for the loss carryforwards. The net deferred tax assets are
approximately $800 as of December 31, 1999 with an offsetting valuation
allowance of the same amount resulting in a change in the valuation
allowance of approximately $300 during 1999.
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - As of December 1999, the Company has not paid any
compensation to an officer/director of the Company.
Office Space - The Company has not had a need to rent office space. An
officer/shareholder of the Company is allowing the Company to use his/her
home as a mailing address, as needed, at no expense to the Company.
Notes Payable - As of December 31, 1999, an officer/shareholder of the
Company advanced $712 to the Company. The note is payable upon demand and
accrues interest at 8% per annum. Accrued interest amounted to $86 at
December 31, 1999.
NOTE 5 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplate continuation of
the Company as a going concern. However, the Company has incurred losses
since its inception and has not yet been successful in establishing
profitable operations. These factors raise substantial doubt about the
ability of the Company to continue as a going concern. In this regard,
management is proposing to raise any necessary additional funds not
provided by operations through loans or through additional sales of its
common stock. There is no assurance that the Company will be successful in
raising this additional capital or achieving profitable operations. The
financial statements do not include any adjustments that might result from
the outcome of these uncertainties.
Page 28
<PAGE>
Oxy General Corporation
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 6 - LOSS PER SHARE
The following data shows the amounts used in computing loss per share:
For the From Inception on
Year Ended September 26, 1997
December 31, Through December 31,
------------------------ -----------------------
1999 1998 1997 1999
---------- ---------- ---------- ----------
Loss from continuing operations
available to common shareholders
(numerator) $ (884) $ (423) $ (1,091) $ (2,398)
---------- ---------- ---------- ----------
Weighted average number of
common shares outstanding used
in loss per share for the period
(denominator) 6,835,616 1,000,000 1,000,000 3,578,692
---------- ---------- ---------- ----------
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PART III
- ------------------------------------------------------------------------------
Item 1. Index to Exhibits
Item 2. Description of Exhibits
- ------------------------------------------------------------------------------
SEC Ref. Exhibit Page
No. No. No. Description
- --------- --------- ------ -------------
Ex-3(i) 1 31 Articles of Incorporation, as amended
Ex-3(ii) 2 33 By-laws
Ex-23 3 44 Consent of Pritchett, Siler & Hardy, P.C.,
Independent Public Accountants
Ex-27 4 * Financial Data Schedule
* The Financial Data Schedule is presented only in the electronic filing
with the Securities and Exchange Commission.
SIGNATURES:
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Dated: February 10, 2000 Oxy General Corporation
By: /s/ Cliff Halling
-------------------------------------
Cliff Halling, President, Secretary &
Treasurer
In accordance with the Exchange Act, this registration statement has been
signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Dated: February 10, 2000 By: /s/ Cliff Halling
-------------------------------------
Cliff Halling, Director
Page 30
Exhibit No. 1
ARTICLES OF INCORPORATION
OF
OXY GENERAL CORPORATION
FIRST. The name of the Company shall be Oxy General Corporation.
SECOND. The resident agent and registered office located within the
State of Nevada is:
LaVonne L. Frost
711 South Carson Street
Carson City, Nevada 89702
THIRD. The purpose for which the corporation is formed is for the
purpose of transacting any lawful business, or promoting or conducting any
legitimate object or purpose, under and subject to the laws of the State of
Nevada.
FOURTH. The stock of the corporation is divide into two classes: (1)
Common Stock in the amount of Twenty Million (20,000,000) shares having a par
value of $0.001 each; and (2) Preferred Stock in the amount of (5,000,000)
shares having a par value of $0.001 each. The Board of Directors shall have
the authority, by resolution or resolutions, (1) to divide the Preferred Stock
into more than one class of stock or more than one series of any class; (2) to
establish and fix the distinguishing designation of each such series and the
number of shares thereof, which number, by like action of the Board of
Directors, from time to time thereafter, may be increased, except when
otherwise provided by the Board of Directors in creating such series, or may
be decreased, but not below the number of shares thereof then outstanding; and
(3) within the limitations of applicable law of the State of Nevada or as
otherwise set forth in this Article, to fix and determine the relative voting
powers, designations, preferences, limitations, restrictions and relative
rights of the various classes or stock or series thereof and the
qualifications, limitations or restrictions such rights of each series so
established prior to the issuance thereof. There shall be no cumulative
voting by shareholders.
FIFTH. The corporation, by action of its directors, and without action
by its shareholders, may purchase its own shares in accordance with the
provisions of the Nevada Revised Statutes. Such purchases may be made either
in the open market or at a public or private sale, in such manner and amounts,
from such holder or holders of outstanding shares of the corporation and at
such prices as the directors shall from time to time determine.
SIXTH, No holder of shares of the corporation of any class, as such,
shall have any preemptive right to purchase or subscribe for shares of the
corporation, of any class, whether now or hereafter authorized.
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<PAGE>
SEVENTH. The Board of Directors shall consist of no fewer than one
member and no more than seven members. The initial Board of Directors will
consist of the following member(s) (with their address indicated) as follows:
Ken Kurtz
2133 East 9400 South, Suite 151
Sandy, Utah 84093
EIGHTH. No officer or director shall be personally liable to the
corporation or its shareholders for money damages except as provided pursuant
to the Nevada Revised Statutes.
NINTH. The name and address of the Incorporator of the corporation is
as follows:
Tammy Gehring
2133 East 9400 South, Suite 151
Sandy, Utah 84093
IN WITNESS WHEREOF, these Articles of Incorporation are hereby executed
this 12th day of September, 1997.
/s/ Tammy Gehring
- ----------------------------
Tammy Gehring, Incorporator
NOTARIZATION OF SIGNATURE OF THE INCORPORATOR
State of Utah )
)
County of Salt Lake )
On this 12 day of Sept., 1997 before me, Jennifer Brakey, a notary public,
personally appeared Tammy Gehring, the person whose name is subscribed to this
instrument and who has acknowledged that he executed the same as the
Incorporator of Oxy General Corporation.
/s/ Jennifer Brakey
S --------------------------------
E Notary Public
A
L 3/29/98
--------------------------------
My Commission Expires
Page 32
<PAGE>
Exhibit No. 2
BYLAWS
FOR THE REGULATION, EXCEPT AS OTHERWISE
PROVIDED BY STATUTE OR ITS ARTICLES OF INCORPORATION,
OF
OXY GENERAL CORPORATION
ARTICLE 1
Offices
Section 1.01 -- Principal And Registered Office.
The principal and registered office for the transaction of the business of the
Corporation is hereby fixed and located at: c/o LaVonne L. Frost, 711 South
Carson Street, Carson City, Nevada 89702. The Corporation may have such other
offices, either within or without the State of Nevada as the Corporation's
Board of Directors (the "Board) may designate or as the business of the
Corporation may require from time to time.
Section 1.02 -- Other Offices.
Branch or subordinate offices may at any time be established by the Board at
any place or places wherein the Corporation is qualified to do business.
ARTICLE 2
Meetings of Shareholders
Section 2.01 -- Meeting Place.
All annual meetings of shareholders and all other meetings of shareholders
shall be held either at the principal office or at any other place within or
without the State of Nevada which may be designated either by the Board,
pursuant to authority hereinafter granted, or by the written consent
of all shareholders entitled to vote thereat, given either before or after the
meeting and filed with the secretary of the Corporation.
Section 2.02 -- Annual Meetings.
A. The annual meetings of shareholders shall be held on the anniversary date
of the date of incorporation at the hour of 2:00 o'clock p.m., commencing with
the year 1996, provided, however, that should the day of the annual meeting
fall upon a legal holiday, then any such annual meeting of shareholders shall
be held at the same time and place on the next business day thereafter which
is not a legal holiday.
B. Written notice of each annual meeting signed by the president or vice
president, or the secretary, or an assistant secretary, or by such other
person or persons as the Board may designate, shall be given to each
shareholder entitled to vote thereat, either personally or by mail
or other means of written communication, charges prepaid, addressed to such
shareholder at his address appearing on the books of the Corporation or given
by him to the Corporation for the purpose of notice. If a shareholder gives
no address, notice shall be deemed to have been given to him if sent by mail
or other means of written communication addressed to the place where the
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<PAGE>
principal office of the Corporation is situated, or if published at least once
in some newspaper of general circulation in the county in which said office is
located. All such notices shall be sent to each shareholder entitled thereto,
or published, not less than ten (10) nor more than sixty (60) days before each
annual meeting, and shall specify the place, the day, and the hour of such
meeting, and shall also state the purpose or purposes for which the meeting is
called.
C. Failure to hold the annual meeting shall not constitute dissolution or
forfeiture of the Corporation, and a special meeting of the shareholders may
take the place thereof.
Section 2.03 -- Special Meetings.
Special meetings of the shareholders, for any purpose or purposes whatsoever,
may be called at any time by the President, or by the Board, or by one or more
shareholders holding not less that ten percent (10%) of the voting power of
the Corporation. Except in special cases where other express provision is
made by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of shareholders. Notices of any special meeting
shall specify in addition to the place, day, and hour of such meeting, the
purpose or purposes for which the meeting is called.
Section 2.04 -- Adjourned Meetings And Notice Thereof.
A. Any shareholders' meeting, annual or special, whether or not a quorum is
present, may be adjourned from time to time by the vote of a majority of the
shares, the holders of which are either present in person or represented by
proxy thereat, but in the absence of a quorum, no other business may be
transacted at any such meeting.
B. When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Otherwise, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.
Section 2.05 -- Entry Of Notice.
Whenever any shareholder entitled to vote has been absent from any meeting of
shareholders, whether annual or special, an entry in the minutes to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such meeting was given to such shareholder, as
required by law and these Bylaws.
Section 2.06 -- Voting.
At all annual and special meetings of shareholders, each shareholder entitled
to vote thereat shall have one vote for each share of stock so held and
represented at such meetings, either in person or by written proxy, unless the
Corporation's Articles of Incorporation ("Articles") provide otherwise, in
which event, the voting rights, powers, and privileges prescribed in the
Articles shall prevail. Voting for Directors and, upon demand of any
shareholder, upon any question at any meeting, shall be by ballot. If a
quorum is present at a meeting of the shareholders, the vote of a majority of
the shares represented at such meeting shall be sufficient to bind the
Corporation, unless otherwise provided in the Bylaws or the Articles.
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<PAGE>
Section 2.07 -- Quorum.
The presence in person or by proxy of the holders of a majority of the shares
entitled to vote at any meeting shall constitute a quorum for the transaction
of business. The shareholders present at a duly called or held meeting at
which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum.
Section 2.08 -- Consent Of Absentees.
The transactions of any meeting of shareholders, either annual or special,
however called and notice given thereof, shall be as valid as though done at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before of after the meeting, each of the
shareholders entitled to vote, not present in person or by proxy, sign a
written Waiver of Notice, or a consent to the holding of such meeting, or an
approval of the Minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the Minutes of
such meeting.
Section 2.09 -- Proxies.
Every person entitled to vote or execute consents shall have the right to do
so either in person or by an agent or agents authorized by a written proxy
executed by such person or his duly authorized agent and filed with the
secretary of the Corporation; provided however, that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its
execution, unless the shareholder executing it specifies therein the length of
time for which such proxy is to continue in force, which in no case shall
exceed seven (7) years from the date of its execution.
Section 2.10 -- Shareholder Action Without A Meeting.
Any action required or permitted to be taken at a meeting of the shareholders
may be taken without a meeting if a written consent thereto is signed by
shareholders holding at least a majority of the voting power, except that if a
different proportion of voting power is required for such an action at a
meeting, then that proportion of written consents is required. In no instance
where action is authorized by this written consent need a meeting of
shareholders be called or notice given. The written consent must be filed
with the proceedings of the shareholders.
ARTICLE 3
Board of Directors
Section 3.01 -- Powers.
Subject to the limitations of the Articles, these Bylaws, and the provisions
of Nevada corporate law as to action to be authorized or approved by the
shareholders, and subject to the duties of Directors as prescribed by these
Bylaws, all corporate powers shall be exercised by or under the authority of,
and the business and affairs of the Corporation shall be controlled by, the
Board. Without prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the Directors shall have the
following powers:
A. To select and remove all the other officers, agents, and employees of the
Corporation, prescribe such powers and duties for them as are not inconsistent
with law, with the Articles, or these Bylaws, fix their compensation, and
require from them security for faithful service.
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<PAGE>
B. To conduct, manage, and control the affairs and business of the
Corporation, and to make such rules and regulations therefore not inconsistent
with the law, the Articles, or these Bylaws, as they may deem best.
C. To change the principal office for the transaction of the business if such
change becomes necessary or useful; to fix and locate from time to time one or
more subsidiary offices of the Corporation within or without the State of
Nevada, as provided in Section 1.02 of Article 1 hereof; to designate any
place within or without the State of Nevada for the holding of any
shareholders' meeting or meetings; and to adopt, make, and use a corporate
seal, and to prescribe the forms of certificates of stock, and to alter the
form of such seal and of such certificates from time to time, as in their
judgment they may deem best, provided such seal and such certificates
shall at all times comply with the provisions of law.
D. To authorize the issuance of shares of stock of the Corporation from time
to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of
shares issued as a dividend, against amounts transferred from surplus to
stated capital.
E. To borrow money and incur indebtedness for the purposes of the
Corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust,
mortgages, pledges, hypothecation, or other evidences of debt and
securities therefore.
F. To appoint an executive committee and other committees and to delegate to
the executive committee any of the powers and authority of the Board in
management of the business and affairs of the Corporation, except the power to
declare dividends and to adopt, amend, or repeal Bylaws. The Executive
Committee shall be composed of one or more Directors.
Section 3.02 -- Number And Qualification Of Directors.
The authorized number of Directors of the Corporation shall not be less than
one (1) nor more than twelve (12).
Section 3.03 -- Election And Term Of Office.
The Directors shall be elected at each annual meeting of shareholders, but if
any such annual meeting is not held, or the Directors are not elected thereat,
the Directors may be elected at any special meeting of shareholders. All
Directors shall hold office until their respective successors are elected.
Section 3.04 -- Vacancies.
A. Vacancies in the Board may be filled by a majority of the remaining
Directors, though less than a quorum, or by a sole remaining Director, and
each Director so elected or appointed shall hold office until his successor is
elected at an annual or a special meeting of the shareholders.
B. A vacancy or vacancies in the Board shall be deemed to exist in case of
the death, resignation, or removal of any Director, or if the authorized
number of Directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at which any Director or Directors are elected
to elect the full authorized number of Directors to be voted for at that
meeting.
C. The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors.
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<PAGE>
D. No reduction of the authorized number of Directors shall have the effect
of removing any Director unless also authorized by a vote of the shareholders.
ARTICLE 4
Meetings of the Board of Directors
Section 4.01 -- Place Of Meetings.
Regular meetings of the Board shall be held at any place within or without the
State of Nevada which has been designated from time to time by resolution of
the Board or by written consent of all members of the Board. In the absence
of such designation, regular meetings shall be held at the principal office of
the Corporation. Special meetings of the Board may be held either at a
place so designated, or at the principal office. Failure to hold an annual
meeting of the Board shall not constitute forfeiture or dissolution of the
Corporation.
Section 4.02 -- Organization Meeting.
Immediately following each annual meeting of shareholders, the Board shall
hold a regular meeting for the purpose of organization, election of officers,
and the transaction of other business. Notice of such meeting is hereby
dispensed with.
Section 4.03 -- Other Regular Meetings.
Other regular meetings of the Board shall be held, whether monthly or
quarterly or by some other schedule, at a day and time as set by the
President; provided however, that should the day of the meeting fall upon a
legal holiday, then such meeting shall be held at the same time on the next
business day thereafter which is not a legal holiday. Notice of all such
regular meetings of the Board is hereby required.
Section 4.04 -- Special Meetings.
A. Special meetings of the Board may be called at any time for any purpose or
purposes by the President, or, if he is absent or unable or refuses to act, by
any Vice President or by any two Directors.
B. Written notice of the time and place of special meetings shall be
delivered personally to each Director or sent to each Director by mail
(including overnight delivery services such as Federal Express) or telegraph,
charges prepaid, addressed to him at his address as it is shown upon the
records of the Corporation, or if it is not shown upon such records or is not
readily ascertainable, at the place in which the regular meetings of the
Directors are normally held. No such notice is valid unless delivered to the
Director to whom it was addressed at least twenty-four (24) hours
prior to the time of the holding of the meeting. However, such mailing,
telegraphing, or delivery as above provided herein shall constitute prima
facie evidence that such director received proper and timely notice.
Section 4.05 -- Notice Of Adjournment.
Notice of the time and place of holding an adjourned meeting need not be given
to absent Directors, if the time and place be fixed at the meeting adjourned.
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Section 4.06 -- Waiver Of Notice.
The transactions of any meeting of the Board, however called and noticed or
wherever held, shall be as valid as though a meeting had been duly held after
regular call and notice, if a quorum be present, and if, either before or
after the meeting, each of the Directors not present sign a written waiver of
notice or a consent to holding such meeting or an approval of the Minutes
thereof. All such waivers, consents, or approvals shall be filed with the
corporate records or made a part of the Minutes of the meeting.
Section 4.07 -- Quorum.
If the Corporation has only one Director, then the presence of that one
Director constitutes a quorum. If the Corporation has only two Directors,
then the presence of both such Directors is necessary to constitute a quorum.
If the Corporation has three or more Directors, then a majority of those
Directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. A Director may be
present at a meeting either in person or by telephone. Every act or decision
done or made by a majority of the Directors present at a meeting duly held at
which a quorum is present, shall be regarded as the act of the Board, unless
a greater number be required by law or by the Articles.
Section 4.08 -- Adjournment.
A quorum of the Directors may adjourn any Directors' Meeting to meet again at
a stated day and hour; provided however, that in the absence of a quorum, a
majority of the Directors present at any Directors' Meeting, either regular or
special, may adjourn such meeting only until the time fixed for the next
regular meeting of the Board.
Section 4.09 -- Fees And Compensation.
Directors shall not receive any stated salary for their services as Directors,
but by resolution of the Board, a fixed fee, with or without expenses of
attendance, may be allowed for attendance at each meeting. Nothing stated
herein shall be construed to preclude any Director from serving the
Corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation therefore.
Section 4.10 -- Action Without A Meeting.
Any action required or permitted to be taken at a meeting of the Board, or a
committee thereof, may be taken without a meeting if, before or after the
action, a written consent thereto is signed by all the members of the Board or
of the Committee. The written consent must be filed with the proceedings of
the Board or Committee.
ARTICLE 5
Officers
Section 5.01 -- Executive Officers.
The executive officers of the Corporation shall be a President, a Secretary,
and a Treasurer/Chief Financial Officer. The Corporation may also have, at
the direction of the Board, a Chairman of the Board, one or more Vice
Presidents, one or more Assistant Secretaries, one or more Assistant
Treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 5.03 of this Article. Officers other than the President
and the Chairman of the Board need not be Directors. Any one person may hold
two or more offices, unless otherwise prohibited by the Articles or by law.
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Section 5.02 -- Appointment.
The officers of the Corporation, except such officers as may be appointed in
accordance with the provisions of Sections 5.03 and 5.05 of this Article,
shall be appointed by the Board, and each shall hold his office until he
resigns or is removed or otherwise disqualified to serve, or his
successor is appointed and qualified.
Section 5.03 -- Subordinate Officers.
The Board may appoint such other officers as the business of the Corporation
may require, each of whom shall hold office for such period, have such
authority, and perform such duties as are provided in these Bylaws or as the
Board may from time to time determine.
Section 5.04 -- Removal And Resignation.
A. Any officer may be removed, either with or without cause, by a majority of
the Directors at the time in office, at any regular or special meeting of the
Board.
B. Any officer may resign at any time by giving written notice to the Board
or to the President or Secretary. Any such resignation shall take effect on
the date such notice is received or at any later time specified therein; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 5.05 -- Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification, or any other cause shall be filled in the manner prescribed
in these Bylaws for regular appointments to such office.
Section 5.06 -- Chairman Of The Board.
The Chairman of the Board, if there be such an officer, shall, if present,
preside at all meetings of the Board, and exercise and perform such other
powers and duties as may be from time to time assigned to him by the Board or
prescribed by these Bylaws.
Section 5.07 -- President.
Subject to such supervisory powers, if any, as may be given by the Board to
the Chairman of the Board (if there be such an officer), the President shall
be the Chief Executive Officer of the Corporation and shall, subject to the
control of the Board, have general supervision, direction, and control of the
business and officers of the Corporation. He shall preside at all meetings of
the shareholders and, in the absence of the Chairman of the Board, or if there
be none, at all meetings of the Board. He shall be an ex-officio member of
all the standing committees, including the Executive Committee, if any, and
shall have the general powers and duties of management usually vested in the
office of president of a corporation, and shall have such other powers and
duties as may be prescribed by the Board or these Bylaws.
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Section 5.08 -- Vice President.
In the absence or disability of the President, the Vice Presidents, in order
of their rank as fixed by the Board, or if not ranked, the Vice President
designated by the Board, shall perform all 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 Presidents shall have such other
powers and perform such other duties as from time to time may be prescribed
for them respectively by the Board or these Bylaws.
Section 5.09 -- Secretary.
A. The Secretary shall keep, or cause to be kept, at the principal office or
such other place as the Board may direct, a book of (i) Minutes of all
meetings of directors and shareholders, with the time and place of holding,
whether regular or special, and if special, how authorized, the notice
thereof given, the names of those present and absent at Directors' Meetings,
the number of shares present or represented at Shareholders' Meetings, and the
proceedings thereof; and (ii) any waivers, consents, or approvals authorized
to be given by law or these Bylaws.
B. The Secretary shall keep, or cause to be kept, at the principal office, a
share register, or a duplicate share register, showing (i) the name of each
shareholder and his or her address; (ii) the number and class or classes of
shares held by each, and the number and date of certificates issued
for the same; and (iii) the number and date of cancellation of every
certificate surrendered for cancellation.
C. The Secretary shall give, or cause to be given, notice of all the meetings
of the shareholders and of the Board required by these Bylaws or by law to be
given, and he shall keep the seal of the Corporation, if any, in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board or these Bylaws.
Section 5.10 -- Treasurer/Chief Financial Officer.
A. The Treasurer/Chief Financial Officer shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the properties and
business transactions of the Corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus, including earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital, shall be classified according to
source and shown in a separate account. The books of account shall at all
times be open to inspection by any Director.
B. The Treasurer/Chief Financial Officer shall deposit all monies and other
valuables in the name and to the credit of the Corporation with such
depositories as may be designated by the Board. He shall disburse the funds of
the Corporation as may be ordered by the Board, shall render to the President
and Directors, whenever they request it, an account of all of his transactions
as Treasurer and of the financial condition of the Corporation, and shall have
such other powers and perform such other duties as may be prescribed by the
Board or these Bylaws.
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ARTICLE 6
Miscellaneous
Section 6.01 -- Record Date And Closing Stock Books.
The Board may fix a time in the future, for the payment of any dividend or
distribution, or for the allotment of rights, or when any change or conversion
or exchange of shares shall go into effect, as a record date for the
determination of the shareholders entitled to notice of and to vote at any
such meeting, or entitled to receive any such dividend or distribution, or any
such allotment of rights, or to exercise the rights in respect to any such
change, conversion or exchange of shares, and in such case only shareholders
of record on the date so fixed shall be entitled to notice of and to vote at
such meetings, or to receive such dividend, distribution, or allotment of
rights, or to exercise such rights, as the case may be, notwithstanding any
transfer of any shares on the books of the Corporation after any record date
fixed as herein set forth. The Board may close the books of the Corporation
against transfers of shares during the whole, or any part, of any such
period.
Section 6.02 -- Inspection Of Corporate Records.
The Share Register or Duplicate Share Register, the Books of Account, and
Records of Proceedings of the Shareholders and Directors shall be open to
inspection upon the written demand of any shareholder or the holder of a
voting trust certificate, at any reasonable time, and for a purpose reasonably
related to his interests as a shareholder or as the holder of a voting trust
certificate, and shall be exhibited at any time when required by the demand of
ten percent (10%) of the shares represented at any shareholders' meeting.
Such inspection may be made in person or by an agent or attorney, and shall
include the right to make extracts. Demand of inspection other than at a
Shareholders' Meeting shall be made in writing upon the President, Secretary,
or Assistant Secretary, and shall state the reason for which inspection is
requested.
Section 6.03 -- Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other
evidences of indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or persons and in such
manner as, from time to time, shall be determined by resolution of the
Board.
Section 6.04 -- Annual Report.
The Board shall cause to be sent to the shareholders, not later than one
hundred twenty (120) days after the close of the fiscal or calendar year, an
annual report.
Section 6.05 -- Contracts: How Executed.
The Board, except as otherwise provided in these Bylaws, may authorize any
officer, officers, agent, or agents, to enter into any contract, deed, or
lease, or execute any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances; and unless so authorized by the Board, no officer, agent, or
employee shall have any power or authority to bind the Corporation by any
contract or engagement or to pledge its credit or render it liable for any
purpose or for any amount.
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Section 6.06 -- Certificates Of Stock.
A certificate or certificates for shares of the capital stock of the
Corporation shall be issued to each shareholder when any such shares are fully
paid up. All such certificates shall be signed by the President or a Vice
President and the Secretary or an Assistant Secretary, or be authenticated by
facsimiles of the signature of the President and Secretary or by a facsimile
of the signatures of the President and the written signature of the Secretary
or an Assistant Secretary. Every certificate authenticated by a facsimile of
a signature must be countersigned by a transfer agent or transfer clerk.
Section 6.07 -- Representations Of Shares Of Other Corporations.
The President or any Vice President and the Secretary or Assistant Secretary
of this Corporation are authorized to vote, represent, and exercise on behalf
of this Corporation, all rights incident to any and all shares of any other
corporation or corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on behalf of
this Corporation or corporations may be exercised either by such officers in
person or by any person authorized so to do by proxy or power of attorney duly
executed by said officers.
Section 6.08 -- Inspection Of Bylaws.
The Corporation shall keep in its principal office for the transaction of
business the original or a copy of these Bylaws, as amended or otherwise
altered to date, certified by the Secretary, which shall be open to inspection
by the shareholders at all reasonable times during office hours.
Section 6.09 -- Indemnification.
A. The Corporation shall indemnify its officers and directors for any
liability including reasonable costs of defense arising out of any act or
omission of any officer or director on behalf of the Corporation to the full
extent allowed by the laws of the State of Nevada, if the officer or
director acted in good faith and in a manner the officer or director
reasonably believed to be in, or not opposed to, the best interests of the
Corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful.
B. Any indemnification under this section (unless ordered by a court) shall
be made by the Corporation only as authorized in the specific case upon a
determination that indemnification of the director or officer is proper in the
circumstances because the officer or director has met the applicable standard
of conduct. Such determination shall be made 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, regardless of whether or not such a
quorum is obtainable and a quorum of disinterested Directors so directs, by
independent legal counsel in a written opinion, or by the stockholders.
ARTICLE 7
Amendments
Section 7.01 -- Power Of Shareholders.
New Bylaws may be adopted, or these Bylaws may be amended or repealed, by the
affirmative vote of the shareholders collectively having a majority of the
voting power or by the written assent of such shareholders.
Page 42
<PAGE>
Section 7.02 -- Power Of Directors.
Subject to the rights of the shareholders as provided in Section 7.01 of this
Article, Bylaws other than a bylaw, or amendment thereof, changing the
authorized number of Directors, may also be adopted, amended, or repealed by
the Board.
Certificate
The undersigned does hereby certify that the undersigned is the President of
the Corporation as named at the outset in these Bylaws, a corporation duly
organized and existing under and by virtue of the laws of the State of Nevada;
that the above and foregoing Bylaws of said corporation were duly and
regularly adopted as such by the Board of Directors of the Corporation at a
meeting of said Board, which was duly held on the 16th day of September, 1997,
that the above and foregoing Bylaws are now in full force and effect.
DATED this 16th day of September, 1997.
/s/ Ken Kurtz
---------------------------------------
Ken Kurtz, President, Secretary, Treasurer, and Director
Page 43
<PAGE>
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form 10-SB for
Oxy General Corporation, of our report dated January 17, 2000, relating to the
December 31, 1999 and 1998 financial statements of Oxy General Corporation,
which appears in such registration statement.
/s/ Pritchett, Siler & Hardy, P.C.
PRITCHETT, SILER & HARDY, P.C.
Salt Lake City, Utah
January 9, 2000
Page 44
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