SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Optika Investment Company, Inc.
(Name of Small Business Issuer in its charter)
Nevada 33-0472224
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
6975 South 1300 East, Midvale, Utah 84047
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: 801-256-9600
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
_____________________________ ______________________________
_____________________________ ______________________________
Securities to be registered under Section 12(g) of the Act:
Common
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within the
Company's control. These factors include but are not limited to economic
conditions generally and in the industries in which the Company may
participate; competition within the Company's chosen industry, including
competition from much larger competitors; technological advances and failure
by the Company to successfully develop business relationships.
PART I
Item 1. Description of Business.
Optika Investment Company, Inc. ("Optika" or the "Company") was
originally incorporated in Utah on November 22, 1985 under the name Double-
Ought Green Corp. The Company changed its domicile to Nevada in anticipation
of an acquisition and in February, 1999 the Company changed its name to Sumex
Corporation. In March, 1999 the Company changed its name to EXIX.COM, Inc.
In July 1999, the Company acquired Ecenter, Inc. (a Utah corporation) and
changed its name to E-Center.com, Inc. The acquisition was later rescinded
and the Company changed its name to Merlin Software Technologies (Holdings),
Inc. in December, 1999. In January 2000, the Company again changed its name
to Optika Investment Company, Inc.
The Company has not had active business operations since its inception
and is considered a development stage company. The Company intends to seek,
investigate, and if warranted, acquire an interest in a business opportunity.
The Company does not propose to restrict its search for a business opportunity
to any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity, subject to
the availability of such opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgment. There is no assurance that the Company will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to the Company and its shareholders.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which will, in all probability, act without the
consent, vote, or approval of the Company's shareholders.
Reports to Security Holders
Prior to the filing of this registration statement on Form 10-SB, the
Company was not subject to the reporting requirements of Section 12(a) or
15(d) of the Exchange Act. Upon effectiveness of this registration statement,
the Company will file annual and quarterly reports with the Securities and
Exchange Commission ("SEC"). The public may read and copy any materials filed
by the Company with the SEC at the SEC's Public Reference Room at 450 Fifth
Street, N.W., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SED-
0330. The Company is an electronic filer and the SEC maintains an Internet
site that contains reports and other information regarding the Company which
may be viewed at http://www.sec.gov.
Sources of Opportunities
It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. Although the Company does not anticipate engaging
professional firms specializing in business acquisitions or reorganizations,
if management deems it in the best interests of the Company, such firms may be
retained. In some instances, the Company may publish notices or
advertisements seeking a potential business opportunity in financial or trade
publications.
Criteria
The Company will not restrict its search to any particular business,
industry or geographical location. The Company may acquire a business
opportunity or enter into a business in any industry and in any stage of
development. The Company may enter into a business or opportunity involving a
"start up" or new company. The Company may acquire a business opportunity in
various stages of its operation.
In seeking a business venture, the decision of management of the Company
will not be controlled by an attempt to take advantage of an anticipated or
perceived appeal of a specific industry, management group, or product or
industry, but will be based upon the business objective of seeking long-term
capital appreciation in the real value of the Company.
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services which
may be available and the depth of the management; the potential for further
research, development or exploration; the potential for growth and expansion;
the potential for profit; the perceived public recognition or acceptance of
products, services, trade or service marks, name identification; and other
relevant factors.
Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by
management to be suitable will be selected. Such structures and methods may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company may act
directly or indirectly through an interest in a partnership, corporation, or
other form of organization.
Procedures
As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key personnel
of the firm sponsoring the business opportunity, visit and inspect material
facilities, obtain independent analysis or verification of certain information
provided, check references of management and key personnel, and conduct other
reasonable measures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service 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 service marks or rights thereto;
present and proposed forms of compensation to management; a description of
transactions between the prospective entity and its affiliates; relevant
analysis of risks and competitive conditions; a financial plan of operation
and estimated capital requirements; and other information deemed relevant.
<PAGE>
Competition
The Company expects to encounter substantial competition in its efforts
to acquire a business opportunity. The primary competition is from other
companies organized and funded for similar purposes, small venture capital
partnerships and corporations, small business investment companies and wealthy
individuals.
Employees
The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the Company.
Item 2. Management's Discussion And Analysis Of Financial Statements
Plan of Operation
The Company has little cash and has experienced losses from inception.
As December 31, 1999, the Company had cash of -0- on hand. As of that date,
the Company had no outstanding liabilities. The Company has no material
commitments for capital expenditures for the next twelve months.
As of the date of this Form 10-SB, the Company has yet to generate
positive cash flow. Since inception, the Company has primarily financed its
operations through the sale of common stock.
The Company believes that its current cash needs can be met with loans
from officers and directors for at least the next twelve months. However,
should the Company obtain a business opportunity, it may be necessary to raise
additional capital. This may be accomplished by selling common stock of the
Company.
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
Item 3. Description of Property
The Company does not currently own any property. The Company utilizes
office space on a rent-free basis located at 6975 South 1300 East, Midvale, UT
84047. This arrangement is expected to continue until such time as the
Company becomes involved in a business opportunity which necessitates
expansion or relocation.
<PAGE>
Item 4. Security Ownership of Certain Beneficial Owners and Management;
Changes in Control
The following table sets forth as of January 28, 2000, the name and the
number of shares of the Registrant's Common Stock, par value $.001 per share,
held of record or beneficially by each person who held of record, or was known
by the Registrant to own beneficially, more than 5% of the 13,643,043 issued
and outstanding shares of the Registrant's Common Stock, and the name and
shareholdings of each director and of all officers and directors as a group.
Title of Name and Address of Amount and Nature of Percentage of Class
Class Beneficial Owner Beneficial Ownership
Common Robert Wallace (1) 10,000 .07%
1260 E. 3075 N.
Layton, UT 84040
Common Golden Capital Securities 712,000 5.2%
168-1177 W. Hastings St.
Vancouver, BC Canada V6E 2K3
Common Marton Holt 9,990,000 73.2%
6975 S. Union Park Center
Salt Lake City, UT 04047
-----------------------------------------------------------------------
Common Officers and Directors
as a Group: 1 person 10,000 .07%
(1) Officer and/or director.
There are no contracts or other arrangements that could result in a
change of control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth as of January 28, 2000, the name, age,
and position of each executive officer and director and the term of office of
each director of the Corporation.
Name Age Position Director or Officer
Since
Robert Wallace 64 President, Secretary, Treasurer January 1999
and sole director
All officers hold their positions at the will of the Board of Directors.
All directors hold their positions for one year or until their successors are
elected and qualified.
Set forth below is certain biographical information regarding each of
the Company's executive officers and directors:
Robert Wallace, age 64, President, Secretary, Treasurer and Sole
Director. Mr. Wallace received his Bachelor of Science degree in Animal
Husbandry from Brigham Young University and his Master of Science degree in
Counseling Psychology from Arizona State University. He received a Ph.D. in
Counseling Psychology from U.S.C., Los Angeles, California and Post Doctorate
Management & Leadership Business Training from U.C.L.A. Mr. Wallace has a
very diverse background including management of a commercial beef feedlot and
manager and co-owner of a cow calf ranching operation. He has experience as a
high school teacher and counselor as well as Director of Psychological
Services for Saddleback Valley Unified School District in Mission Viejo,
California. He has been a consultant and trainer for the Al Tomsik Institute
teaching Management Seminars and Leadership Training. He was an associate
consultant for acquisitions and mergers for Cord Beatty & Associates. Mr.
Wallace is President and CEO of American Health Products, a publicly traded
company and is co-owner and manager of Vista Homes, a company engaged in
building single family homes.
To the knowledge of management, during the past five years, no present
or former directors, executive officer or person nominated to become a
director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer appointed
by a court for the business or property of such person, or any partnership in
which he was a general partner at or within two years before the time of such
filing, or any corporation or business association of which he was an
executive officer at or within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations or other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting, the
following activities:
(i) acting as a futures commission merchant, introducing broker,
commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, associated person of any of the foregoing, or as an
investment advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment company, or engaging
in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice; or
(iii) engaging in any activity in connection with the purchase or
sale of any security or commodity or in connection with any violation of
federal or state securities laws or federal commodities laws;
(4) was the subject of any order, judgment, or decree, not subsequently
reversed, suspended, or vacated, of any federal or state authority barring,
suspending, or otherwise limiting for more than 60 days the right of such
person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity.
(5) was found by a court of competent jurisdiction in a civil action or
by the Securities and Exchange Commission to have violated any federal or
state securities law, and the judgment in such civil action or finding by the
Securities and Exchange Commission has not been subsequently reversed,
suspended, or vacated
(6) was found by a court of competent jurisdiction in a civil action or
by the Commodity Futures Trading Commission to have violated any federal
Commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated.
Item 6. Executive Compensation.
The following table sets forth certain summary information concerning
the compensation paid or accrued for each of the Registrant's last three
completed fiscal years to the Registrant's or its principal subsidiaries chief
executive officers and each of its other executive officers that received
compensation in excess of $100,000 during such period (as determined at
September 30, 1999, the end of the Registrant's last completed fiscal year).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual compensation Long term compensation
Other Restricted Securities LTIP All
Annual stock underlying payouts other
Name & Year Salary Bonus Compen- awards options/SARs ($) Compen-
Principal ($) ($) sation($) ($) (#) sation
Position
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth E
Brailsford, 1997 -0- -0- -0- -0- -0- -0- -0-
President 1998 -0- -0- -0- -0- -0- -0- -0-
David V.
Shurtliff, 1997 -0- -0- -0- -0- -0- -0- -0-
Secretary 1998 -0- -0- -0- -0- -0- -0- -0-
E. Ray Lanoy 1997 -0- -0- -0- -0- -0- -0- -0-
Treasurer 1998 -0- -0- -0- -0- -0- -0- -0-
Robert
Wallace 1999 -0- -0- -0- $10,000 -0- -0- -0-
Pres., Sec, Treas.
</TABLE>
The Company has no arrangements for the remuneration of its officers and
directors, except that they will be entitled to receive reimbursement for
actual, demonstrable out-of-pocket expenses, including travel expenses, if
any, made on the Company's behalf in the investigation of business
opportunities. No remuneration has been paid to the Company's officers or
directors prior to the filing of this Form 10-SB. There are no agreements or
understandings with respect to the amount or remuneration those officers and
directors are expected to receive in the future. Management takes no salaries
from the Company and does not anticipate receiving any salaries in the
foreseeable future.
Compensation of Directors
None.
Employment Contracts and Termination of Employment and Change in Control
Arrangement
There are no employment contracts between the Company and any of its
officers or directors. Management takes no salaries from the Company and does
not anticipate receiving any salaries in the foreseeable future.
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person's employment with the company or its subsidiaries, or any change
in control of the Company, or a change in the person's responsibilities
following a change in control of the Company.
Item 7. Certain Relationships and Related Transactions.
Although there are no current related party transactions, the Company's
officers and directors may make loans to the Company in amounts sufficient to
enable the Company to satisfy its reporting requirements and other obligations
incumbent on it as a public company, and to commence, on a limited basis, the
process of investigating possible merger and acquisition candidates. Any such
loans will be interest free and are intended to be repaid at a future date, if
or when the Company shall have sufficient funds. The potential loans are
intended to provide for the payment of filing fees, professional fees,
printing and copying fees and other miscellaneous fees.
The Company utilizes office space provided by Robert Wallace, the
Company's President, at no charge to the Company.
Item 8. Description of the Securities.
The Company is presently authorized to issue 50,000,000 shares of $.001
par value common stock. All shares, when issued, will be fully paid and
nonassessable. All shares are equal to each other with respect to liquidation
and dividend rights. Holders of voting shares are entitled to one vote for
each share they own at any Shareholders' meeting.
Holders of shares of common stock are entitled to receive such dividends
as may be declared by the Board of Directors out of funds legally available
therefor, and upon liquidation are entitled to participate pro-rata in a
distribution of assets available for such distribution to Shareholders. There
are no conversion, preemptive or other subscription rights or privileges with
respect to any shares.
The common stock of the Company does not have cumulative voting rights
which means that the holders of more than 50% of the voting shares voting for
election of directors may elect all of the directors if they choose to do so.
In such event, the holders of the remaining shares aggregating less than 50%
will not be able to elect any directors.
The Company has appointed Colonial Stock Transfer Company, Inc., 445
East 400 South, Suite 100, Salt Lake City, UT 84114, telephone (801) 355-5740,
as the transfer agent and registrar for the Company's securities.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.
As of January 31, 2000, there were 281 shareholders holding 13,643,043
shares of common stock.
The Company's common stock is traded on the NASD Over the Counter
Bulletin Board under the symbol OPKC. The following table sets forth the high
and low closing bid prices for the periods indicated, as reported by the
National quotation Bureau. These quotations are inter-dealer prices without
retail markup, markdown or commissions, and may not necessarily represent
actual transactions.
<TABLE>
<CAPTION>
CLOSING BID CLOSING ASK
High Low High Low
<S> <C> <C> <C> <C>
1998
1st Quarter .25 .25 1.75 1.75
2nd Quarter .25 .25 1.75 1.75
3rd Quarter .25 .25 1.75 1.75
4th Quarter .25 .25 1.75 1.75
1999
1st Quarter .25 .03125 1.75 1.75
Apr. 1 thru .03125 .03125 None None
Apr. 5
Apr. 6 thru 5.00 1.03125 6.00 3.00
June 30 (After a 1 for 40 Reverse Split)
3rd Quarter 2.50 .75 7.00 3.00
4th Quarter 1.125 .375 3.00 2.75
</TABLE>
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in the foreseeable
future. The Company's ability to pay dividends is subject to limitations
imposed by Nevada law. Under Nevada law, dividends maybe paid to the extent
that the corporation's assets exceed its liabilities and it is able to pay its
debts as they become due in the usual course of business.
Item 2. Legal Proceedings.
No legal proceedings are threatened or pending against the Company or
any of its officers or directors. Further none of the Company's officers or
directors or affiliates of the Company are parties against the Company or have
any material interests in actions that are adverse to the Company's interests.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
a. Date, Title and Amount of Securities Sold
Date Title Amount
March 1999 Common 3,500,000
September 1999 Common 10,000,000
b. The Company offered the securities in isolated private transactions to
individuals without the involvement of any underwriters.
c. The 3,500,000 shares sold in March 1999 were issued for cash at $.01 per
share and no underwriting discounts or commissions were made.
The 10,000,000 shares sold in September 1999 were issued for services
valued at $.001 per share.
d. The Company relied upon Section 4(2) of the Securities Act of 1933 to
effect the issuance of all shares. All shares were issued in isolated
private transactions not involving any public solicitation or offering.
Item 5. Indemnification of Directors and Officers.
The statutes, charter provisions, bylaws, contracts or other
arrangements under which controlling persons, directors or officers of the
registrant are insured or indemnified in any manner against any liability
which they may incur in such capacity are as follows:
The registrant's Articles of Incorporation limit liability of its
Officers and Directors to the full extent permitted by the Nevada Business
Corporation Act.
(a) Section 78.751 of the Nevada Business Corporation Act provides that
each corporation shall have the following powers:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suitor proceeding if he acted in good faith
and in a manner which he reasonably believed to be in or not opposed to
the best interest of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment,
order, settlement, conviction, or upon a plea of nolo contenders or its
equivalent, does not, of itself create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation, and that,
with respect to any criminal action or proceeding, he had reasonable
cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him
in connection with the defense or settlement of the action or suit if he
acted in good faith and in a manner which he reasonably believed to be
in or not opposed to the best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be liable to
the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit
was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in subsections 1 and 2, or in
defense of any claim, issue or matter therein, he must be indemnified by
the corporation against expenses, including attorneys' fees, actually
and reasonably incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the
corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee or agent is
proper in the circumstances. The determination must be made: (a) By the
stockholders; (b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or
proceeding; (c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by
independent legal counsel, in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the act, suit or
proceeding cannot be obtained, by independent legal counsel in a written
opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of
officers and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are incurred
and in advance of the final disposition of the action, suit or
proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do
not affect any rights to advancement of expenses to which corporate
personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section: (a) Does not exclude any
other rights to which a person seeking indemnification or advancement of
expenses may be entitled under the certificate or articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court pursuant
to subsection 2 or for the advancement of expenses made pursuant to
subsection 5, may not be made to or on behalf of any director or officer
if a final adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was
material to the cause of action. (b) Continues for a person who has
ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS
CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE
OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS
AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
PART F/S
Merlin Software Technologies (Holdings), Inc.
Financial Statements
September 30, 1999
CROUCH, BIERWOLF & CHISHOLM
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Merlin Software Technologies (Holdings), Inc.
Salt Lake City, Utah
We have audited the accompanying balance sheet of Merlin Software Technologies
(Holdings), Inc. (a Nevada Corporation) as of September 30, 1999 and the related
statements of operations, stockholders' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the management of
Merlin Software Technologies (Holdings), Inc. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
allmaterial respects, the financial position of Merlin Software Technologies
(Holdings), Inc. as of September 30, 1999, and the results of their operations
and cash flows for the same period in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 7, the Company's
recurring operating losses and lack of working capital raise substantial doubt
about its ability to continue as a going concern. Management's plans in regard
to those matters are also described in Note 7. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/
December 2, 1999
<TABLE>
<CAPTION>
Merlin Software Technologies (Holdings), Inc.
Balance Sheet
Assets
September 30
1999
------------
<S> <C>
Total Assets $ -
============
Stockholders' Equity
Stockholders' Equity
Common Stock, 50,000,000 shares authorized,
$.001 par value, 13,043,043 shares issued
and outstanding 13,643
Additional Paid-in Capital 418,161
Retained Deficit (431,804)
------------
Total Stockholders' Equity $ -
============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
Merlin Software Technologies (Holdings), Inc.
Statement of Operations
For the
Year Ended
September 30,
1999
-------------
<S> <C>
Revenues: $ -
Expenses:
General & Administrative 20,000
Settlement Cost for Acquisition &
Disposition of E-Center.com, Inc. (Note 6) 25,000
----------
Total Expenses 45,000
----------
Net Loss before Taxes (45,000)
Taxes (Note 1) -
----------
Net (Loss) $ (45,000)
==========
Net Loss Per Share $ (.01)
==========
Weighted average shares outstanding 8,022,209
==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
Merlin Software Technologies (Holdings), Inc.
Statement of Stockholders' Equity
Additional
Common Stock Paid-in Retained
Shares Amount Capital Deficit
--------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Balance, September 30, 1998 153,043 $ 153 $ 386,311 $ (386,804)
Cancellation of shares (10,000) (10) 10 -
Contribution to Capital - - 340 -
Shares issued for services
at $.001 per share 10,000,000 10,000 - -
Shares issued for cash
at $.01 per share 3,500,000 3,500 31,500 -
Net loss September 30, 1999 - - - (45,000)
---------- -------- --------- ----------
Balance, September 30,
1999 13,643,043 $ 13,643 $ 418,161 $ (431,804)
========== ======== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
<CAPTION>
Merlin Software Technologies ( Holdings), Inc.
Statement of Cash Flows
For the
Year Ended
September 30,
1999
------------
<S> <C>
Cash Flows from Operating Activities:
Net loss $ (45,000)
Expenses paid by stockholder 340
Stock issued for services 10,000
Decrease in payables (340)
--------
Net Cash Flows used in Operating Activities (35,000)
--------
Net Cash Flows from Financing Activities:
Common stock issued for cash 35,000
--------
Net Cash Flows from Financing Activities 35,000
--------
Net increase (decrease) in cash -
Cash, Beginning of year -
--------
Cash, end of year $ -
========
Supplemental Cash Flow Information
Cash Paid for:
Taxes $ -
Interest $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
Merlin Software Technologies (Holdings), Inc.
Notes to The Financial Statements
September 30, 1999
NOTE 1 - BACKGROUND AND HISTORY
Merlin Software Technologies (Holdings), Inc. (the Company) was incorporated on
November 22, 1985 as Double Ought Green Corporation on the State of Utah for the
purpose of acquiring business entities or other investment activities. In March
1999, the Company changed its domicile to Nevada in anticipation of an
acquisition. In July 1999, the Company acquired Ecenter, Inc. (a Utah
Corporation)and changed its name to E-Center.com, Inc. The acquisition was
later rescinded and the Company changed its name to Merlin Software Technologies
(Holdings), Inc. in December, 1999. The Company is now a Nevada corporation
with no operations. It is currently seeking merger candidates for a new
business.
NOTE 2 - STOCK TRANSACTIONS
In March 1999, the Company issued 3,500,000 shares for cash for $.01 per share.
Also in 1999, the Company issued 10,000,000 for services of an officer and
director at $.001 per share.
NOTE 3- USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. In these financial statements, assets,
liabilities and earnings involve extensive reliance on management's estimates.
Actual results could differ from those estimates.
NOTE 4 - INCOME TAXES
The company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended September 30, 1998 and was applied
retroactively.
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount of
taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Deferred income taxes result form temporary differences in the recognition of
accounting transactions for tax and financial reporting purposes. There were no
temporary differences at September 30, 1998 and earlier years; accordingly, no
deferred tax liabilities have been recognized for all years.
The Company has cumulative net operating loss carryforwards of approximately
$290,000 at September 30, 1999. No effect has been shown in the financial
statements for the net operating loss carryforwards as the likelihood of future
tax benefits of the net operating loss carryforwards is not presently
determinable. Accordingly, the potential tax benefits of the net operating loss
carryforwards, estimated based upon current tax rates at September 30, 1999 have
been offset by valuation reserves of the same amount.
The Company has available approximately $290,000 in net operating loss
carryforwards that will begin to expire in the year 2003. The Company has
accrued $100 per year minimum state income taxes.
NOTE 5 - REVERSE STOCK SPLIT
In March 1999, the Board of Directors approved a 1 for 40 reverse stock split.
These financial statements have been retroactively restated to reflect the
reverse stock split.
NOTE 6 - ACQUISITION / DISPOSITION OF ECENTER.INC
In 1999, the Company entered into an agreement to merge with another company,
Ecenter, Inc., a Utah corporation. As part of the agreement, the Company sold
3,500,000 common shares to foreign investors for $.01 for working capital for
the merger. The merger was later rescinded and all monies left after the
expenses of the merger, mostly legal and professional fees, were left with the
departing entity as part of the rescission.
NOTE 7 - GOING CONCERN
The Company intends to acquire interests in various business opportunities
which, in the opinion of management, will provide a profit to the Company.
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding which will enable the Company to operate in the future.
Management recognizes that, if it is unable to raise additional capital, it
cannot conduct any operations in the future.
NOTE 8 - EARNINGS (LOSS) PER SHARE
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.
Optika Investment Company, Inc.
Unaudited Financial Statements
December 31, 1999
<TABLE>
Optika Investment Company, Inc.
BALANCE SHEET
December 31, 1999
Unaudited
<CAPTION>
12/31/99 9/30/99
-------- -------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ - $ -
-------- --------
Total Current Assets $ - $ -
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ - $ -
-------- --------
Total Current Liabilities - -
-------- --------
STOCKHOLDERS' EQUITY
Common stock
50,000,000 shares authorized,
at $0.001 par value; 13,643,043
shares issued and outstanding 13,643 13,643
Additional paid in capital 418,161 418,161
Retained deficit (431,804) (431,804)
-------- --------
Total Stockholders' Equity $ - $ -
-------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ - $ -
======== ========
</TABLE>
<TABLE>
Optika Investment Company, Inc.
STATEMENTS OF OPERATIONS
For the Three Month Periods Ended December 31, 1999 and 1998,
Unaudited
<CAPTION>
Three Months Ended
December 31,
1999 1998
------- -------
<S> <C> <C>
REVENUES $ - $ -
EXPENSES - -
------ ------
NET LOSS $ - $ -
====== ======
NET LOSS PER COMMON SHARE $ - $ -
====== ======
WEIGHTED AVERAGE SHARES OUTSTANDING 8,022,209 8,022,209
========= =========
</TABLE>
<TABLE>
Optika Investment Company, Inc.
STATEMENT OF CASH FLOWS
For the Three Month Period Ended December 31, 1999 and 1998
Unaudited
<CAPTION>
Three Months Ended
December 31,
1999 1998
------- -------
<S> <C> <C>
Cash Flows from Operating Activities:
Net loss $ - $ -
Increase (decrease in
Accounts Payable/Taxes Payable - -
------- -------
Net Cash Flows used in
Operating Activities - -
------- -------
Cash Flows from Financing Activities: - -
------- -------
Net Cash Flows from Financing Activities - -
------- -------
Net Increase (Decrease) in Cash - -
Cash at Beginning of Year - -
------- -------
Cash at End of Year $ - $ -
======= =======
Supplemental Cash Flow Information
Cash Paid for:
Taxes $ - $ -
Interest $ - $ -
</TABLE>
PART III
Item 1. Index and Description of Exhibits.
Exhibit
Number Title of Document Location
3.(i).1 Articles of Incorporation - Utah See Attached
3.(i).2 Amendment to Articles of Incorporation - Utah See Attached
3.(i).3 Articles of Incorporation - Nevada See Attached
3.(i).4 Amendments to Articles of Incorporation - Nevada See Attached
2 Articles of Merger between Utah and Nevada See Attached
3.(ii) Bylaws See Attached
27 Financial Data Schedule See Attached
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf,
thereunto duly authorized.
OPTIKA INVESTMENT COMPANY, INC.
Date: 2/7/00 By:________/s/______________
Robert Wallace
President and Sole Director
ARTICLES OF INCORPORATION
OF DOUBLE-OUGHT GREEN CORPORATION
WE, THE UNDERSIGNED natural persons of the age of twenty-one years or more,
acting as incorporators of a corporation under the Utah Business Corporation
Act adopt the following Articles of Incorporation for such corporation.
ARTICLE I
CORPORATE NAME
The name of this corporation is Double-Ought Green Corporation.
ARTICLE II
DURATION OF CORPORATION
The duration of this corporation is "perpetual".
ARTICLE III
CORPORATE PURPOSES
The purpose for which this corporation is organized is for investment and
to acquire other business entities or investments, and all matters related or
ancillary thereto and to do all things and engage in all lawful transactions
which a corporation organized under the laws of the State of Utah might do or
engage in, even though not expressly stated herein.
ARTICLE IV
CAPITALIZATION
The aggregate number of shares which this corporation shall have authority
to issue is FIFTY MILLION (50,000,000) shares of $.001 par value common stock.
All stock of the corporation shall be of the same class and shall have the
same rights and preferences. Fully paid stock of this corporation shall not
be liable to any further call or assessment.
ARTICLE V
PRE-EMPTIVE RIGHTS ABOLISHED
The authorized and treasury stock of this corporation may be issued at such
time, upon such terms and conditions and for such consideration as the Board
of Directors shall determine. Shareholders shall not have pre-emptive rights
to acquire unissued shares of the stock of this corporation.
ARTICLE VI
COMMENCING BUSINESS
This corporation will not commence business until consideration of a value
of at least $1,000 has been received for the issuance of shares.
ARTICLE VII
INTERNAL AFFAIRS
The Directors shall adopt Bylaws which are not inconsistent with law or
these Articles for the regulation and management of the affairs of the
corporation. These Bylaws may be amended from time to time or repealed
pursuant to laws.
ARTICLE VIII
REGISTERED OFFICE AND AGENT
The address of this corporation's initial registered office and name of its
original registered agent at such address is:
Richard J. Lawrence
Suite 777
175 South West Temple
Salt Lake City, UT 84101
ARTICLE IX
DIRECTOR
The Board of Directors shall consist of not less than three (3) nor more
than nine (9) members as the Board of Directors may itself from time to time
determine. The names and addresses of persons who are to serve as Directors
until the first meeting of Stockholders, or until their successors be elected
and qualify are:
NAME ADDRESS
David Henderson 2352 South 750 East
Bountiful, Utah 84010
Arthur C. Claerhout 1475 East 4080 South
Salt Lake City, Utah 84107
Frank Brown 2025 South 900 East
Bountiful, Utah 84010
ARTICLE X
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
David Henderson 2352 South 750 East
Bountiful, Utah 84010
Arthur C. Claerhout 1475 East 4080 South
Salt Lake City, Utah 84107
Frank Brown 2025 South 900 East
Bountiful, Utah 84010
ARTICLE XI
OFFICERS AND DIRECTORS CONTRACTS
No contract or other transaction between this corporation and any other
corporation shall be affected by the fact that a Director or officer of this
corporation is interested in or is a Director or officer of such other
corporation; and any Director, individually or jointly, may be a party to or
may be interested in any corporation or transaction of this corporation or in
which this corporation is interested; and no contract or other transaction of
this corporation with any person, firm or corporation shall be affected by the
fact that any Director of this corporation is a party to or is interested in
such contract, act or transaction or any way connected with such person, firm
or corporation, and every person who may become a Director of this corporation
is hereby relieved from liability that might otherwise exist from contracting
with the corporation for the benefit of himself or any firm, associtation or
corporation in which he may be in any way interested, provided said Director
acts in good faith.
DATED this 6th day of November, 1985.
_____/S/______________
DAVID HENDERSON
_____/S/______________
ARTHUR C. CLAERHOUT
_____/S/______________
FRANK BROWN
STATE OF UTAH )
)ss
COUNTY OF SALT LAKE)
I, THE UNDERSIGNED, a Notary public, hereby certify that on the 6th day of
November, 1985, David Henderson, Arthur C. Claerhout and Frank Brown
personally appeared before me who being by me first duly sworn severally
declared that they are the persons who signed the foregoing document as
incorporators and that the statements therein contained are true.
DATED this 6th day of November, 1985.
__________/S/______________
Notary Public
Residing at: Salt Lake City, UT
My commission expires: 1-25-88
CONSENT OF REGISTERED AGENT
The undersigned hereby consents to serve as a Registered Agent for this
corporation.
_________/S/______________
Richard J. Lawrence
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
DOUBLE-OUGHT GREEN CORPORATION
The undersigned do hereby declare and certify that:
1. They are respectively the President and Secretary of Double-Ought Green
Corporation, a Utah corporation.
2. That this Certificate of Amendment was authorized and adopted by a
majority of the Shareholders of the Corporation, and,
3. That the Amendments contained herein was adopted, ratified, and approved
by more than a majority of the shares outstanding of this corporation,
there being 3,996,625 shares of the corporation issued and outstanding,
and the following resolution being adopted by 2,996,625 shares voting in
favor of with no objections at the Special Shareholders Meeting held the
10th day of June, 1991.
RESOLVED, that Article I of the Articles of Incorporation be amended to
read: "The name of this Corporation is SUMEX Corporation", and that the
Secretary of the Corporation is empowered and directed to file with the
Secretary of State of Utah the necessary documentation to effect this
changes.
RESOLVED, that Article IV of the Articles of Incorporation be amended to
read "The aggregate number of share which this corporation shall have to
issue is Fifty Million (50,000,000) common shares of $.001 Par Value AND
100,000 Convertible Preferred shares of Par Value $.10 and that the
conversion be at the ration of 1 share of Preferred into 100 shares of
common shares and that the Preferred shall have all the voting rights of
the common. All stock of the corporation shall be fully and non-
assessable."
The undersigned do further declare and certify that they have made and filed
this Certificate of Amendment pursuant to the Resolutions adopted by the
shareholders and Directors of this corporation as hereinabove stated.
We, Terrance Cheung and Rose Lerma, do hereby certify that we are respectively
the duly elected President and the duly elected and qualified Secretary and
keeper of the records and corporate seal of Double-Ought Green Corporation, a
corporation organized and existing under the laws of the State of Utah, and that
the above is a true and correct copy of a resolution duly adopted at a meeting
of the Shareholders thereof, convened and held in accordance with law and the
Bylaws of said Corporation on the 10th day of June, 1991 and that such
resolution is now in full force and effect.
IN WITNESS THEREOF, we have affixed our names as President and as Secretary of
the Corporation this 19th day of June, 1991.
/s/ /s/
Rose B. Lerma, Secretary Terrance Cheung, President
ARTICLES OF INCORPORATION
OF
Sumex Corporation
The undersigned, a natural person being more than eighteen years of age, acting
as the Incorporator of a corporation pursuant to the provisions of the General
Corporation Laws of the State of Nevada, does hereby adopt the following
Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is Sumex Corporation
Article II
Duration
The period of duration of the corporation is perpetual.
Article III
Purposes
The purpose for which this corporation is organized are:
Section 1. To engage in any lawful business or activity which may be conducted
under the laws of the State of Nevada or any other state or nation wherein this
corporation shall be authorized to transact business.
Section 2. To purchase or otherwise acquire, own, mortgage, sell, manufacture,
assign, transfer or otherwise dispose of, invest, trade, deal in and with real
and personal property, of every kind, class and description.
Section 3. To issue promissory notes, bonds, debentures and other evidences
of indebtedness in the furtherance of any of the stated purposes of the
corporation.
Section 4. To enter into or exercise contracts of any kind and character,
sealed or unsealed, with individuals, firms, associations, corporations
(private, public or municipal), political subdivisions of the United States or
with the Government of the United States.
Section 5. To acquire and develop any interest in patents, trademarks and
copyrights connected with the business of the corporation.
Section 6. To borrow money, without limitation, and give a lien on any of
its property as security for any borrowing.
Section 7. To acquire by purchase, exchange or otherwise, all or any part of,
or any interest in, the properties, assets, business and good will of any one or
more persons, firms, associations or corporations either within or out of the
State of Nevada heretofore or thereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of the Sate of
Nevada; pay for the same in cash, property or the corporation's own securities;
hold, operate, reorganize, liquidate, sell or in any manner dispose of the whole
or any part thereof; and in connection therewith, assume or guaranty performance
of any liabilities, obligations or contracts of such persons, firms,
associations or corporations and to conduct the whole or any part of any
business thus acquired.
Section 8. To purchase, receive, take, acquire or otherwise acquire, own and
hold, sell, lend exchange, reissue, transfer or otherwise dispose of, pledge,
use, cancel and otherwise deal in and with the corporation's shares and its
other securities from time to time to the extent, in the manner and upon terms
determined by the Board of Directors; provided that the corporation shall not
use its funds or property for the purchase of its own shares of capital stock
when its capital is impaired or when the purchase would cause any impairment of
the corporation's capital, except to the extent permitted by law.
Section 9. To reorganize, as an incorporator, or cause to be organized under
the laws of any state of the United States of America, or of any commonwealth,
territory, agency or instrumentality of the United States of America, or of any
foreign country, a corporation or corporations for the purpose of conducting and
promoting any business or purpose for which corporations may be organized, and
to dissolve, wind up, liquidate, merge or consolidate any such corporation or
corporations or to cause the same to be dissolved, wound up, liquidated, merged
or consolidated.
Section 10. To do each and every thing necessary, suitable or proper for the
accomplishment of any of the purposes or the attainment of any of the objects
herein enumerated, or which shall at any time appear conductive to or expedient
for the protection or benefit of the corporation.
Article IV
Capitalization
Section 1. The authorized capital of this corporation shall consist of the
following stock: Fifty million common shares, par value $.001 per share. Each
common share shall have equal rights as to voting and in the event of
dissolution and liquidation. There shall be cumulative voting by shareholders.
Section 2. The shareholders shall have no preemptive rights to acquire any
shares of this corporation.
Section 3. The common and preferred stock of the corporation, after the amount
of the subscription price has been paid in, shall not be subject to assessment
to pay the debts of the corporation.
Article V
Principal Office
The address of the registered office of the corporation is International
Venture Capital and Advisory, Inc., with the address at Suite 210, 3340 Topaz
Avenue, city of Las Vegas, county of Clark, zip code 89121, State of Nevada. The
corporation may maintain such other office, either within or out of the state of
Nevada, as the Boards of Directors my from time to time determine or the
business of the corporation may require.
Article VI
Directors
The corporation shall be governed by a Board of Directors. There shall be one
(1) or more directors as to serve, from time to time, as elected by the
Shareholders, or by the Board of Directors in the case of a vacancy. The
original Board of Directors shall be comprised of one (1) person and the name
and address of the person who is to serve as director until the first annual
meeting of shareholders when the successors are elected is:
Robert Wallace
3340 Topaz, Suite 210
Las Vegas, NV 89121
Article VII
Indemnification
As the Board of Directors may from time to time provide in the By-laws or by
resolution, the corporation may indemnify its officers, directors, agents and
other persons to the full extent permitted by the laws of the State of Nevada.
Article VIII
Incorporator
The name and address of the incorporator is:
Nathan Drage
3340 Topaz, Suite 210
Las Vegas, NV 89121
Dated this 22nd day of February, 1999.
_________/s/_________________
Nathan Drage
NOTARY CERTIFICATE
State of Utah )
)ss.
County of Salt Lake )
On the 22nd day of February, 1999, Nathan Drage personally appeared before me,
a Notary Public, who acknowledged that he executed the foregoing Articles of
Incorporation of Sumex Corporation.
___________/s/___________
Notary Public
My appointment expires: July 1, 2002
Residing at Salt Lake
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SUMEX CORPORATION
Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendments to the Articles of
Incorporation by way of shareholder consent.
1. The following amendment of the Articles of Incorporation was adopted by
shareholder consent by a majority of the shareholders of the corporation on
March 19, 1999, said articles are hereby amended and shall read as follows:
Article I
Name
The name of the Corporation is EZIX.COM, Inc.
2. Additionally, the shareholders consented to a reverse split of the
Company's common stock on a 40 to 1 basis.
3. The number of shares of the corporation outstanding at the time of
adoption was approximately 14,673,140 and the number of shares entitled to vote
thereon were the same.
4. The number of shares consenting to the action was 14,000,000. The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.
Effective the 19th day of March, 1999.
___________/s/______________
Robert Wallace, President
________/s/______________
Robert Wallace, Secretary
NOTARY CERTIFICATE
State of Utah )
)ss.
County of Salt Lake )
On the 19th day of March, 1999, Robert Wallace personally appeared before me,
a Notary Public, who acknowledged that he executed the foregoing Articles of
Amendment on behalf of the above entity.
In Witness Hereof, I have hereunto set my hand and official seal.
___________/s/_______________
Notary Public
Residing at Salt Lake
My commission expires: July 1, 2002
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
EZIX.COM, INC.
Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendment to the Articles of
Incorporation by way of shareholder consent.
1. The following amendment of the Articles of Incorporation was adopted by
shareholder consent by a majority of the shareholders of the corporation on July
19, 1999, said articles are hereby amended and shall read as follows:
Article I
Name
The name of the Corporation is E-Center.com, Inc.
2. The number of shares of the corporation outstanding at the time of
adoption was approximately 11,643,043 and the number of shares entitled to vote
thereon were the same.
3. The number of shares consenting to the action was 8,000,000. The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.
Effective the 19th day of July, 1999.
___________/s/____________
Robert Kropf, Vice President
________/s/_________________
Robert Kropf, Secretary
NOTARY CERTIFICATE
State of Utah )
)ss.
County of Salt Lake )
On the 19th day of July, 1999, Robert Kropf personally appeared before me, a
Notary Public, who acknowledged that he executed the foregoing Articles of
Amendment on behalf of the above entity.
In Witness Hereof, I have hereunto set my hand and official seal.
___________/s/______________
Notary Public
Residing at Salt Lake
My commission expires: July 1, 2002
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
E-CENTER.COM, INC.
Pursuant to the provisions of the Nevada Business Corporation Act, the
Undersigned corporation adopts the following amendment to the Articles of
Incorporation by way of shareholder consent.
1. The following amendment of the Articles of Incorporation was adopted by
shareholder consent by a majority of the shareholders of corporation on July 20,
1999, said articles are hereby amended and shall read as follows:
Article I
Forward Split
The Corporation effect a two for one (2:1) forward split.
2. The number of shares of the corporation outstanding at the time of
adoption was approximately 11,643,043 and the number of shares entitled to vote
thereon was the same.
3. The number of shares consenting to the action was 8,000,000. The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.
Effective the 20th day of July, 1999.
____________/s/_____________
Robert Kropf, Vice President
__________/s/_______________
Robert Kropf, Secretary
NOTARY CERTIFICATE
State of Utah )
)ss.
County of Salt Lake )
On the 20th day of July, 1999, Robert Kropf personally appeared before me, a
Notary Public, who acknowledged that he executed the foregoing Articles of
Amendment on behalf of the above entity.
My commission expires: July 1, 2002
___________/s/____________
Notary Public
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
E-Center.com, Inc.
Pursuant to the provisions of the Nevada Business Corporations Act, the
Undersigned corporation adopts the following amendments to the Articles of
Incorporation by way of shareholder consent.
1. The following amendment of the Articles of Incorporation was adopted
by consent of a majority of the shareholders of the Company effective November
30, 1999. Said articles are hereby amended and shall read as follows:
Article I
Name
The name of the corporation is: Merlin Software Technologies (Holdings), Inc.
2. Additionally, the shareholders consented to a reverse split of the
Company's common stock on a 2 to 1 basis.
3. The number of shares of the Corporation outstanding at the time of
adoption was approximately 13,643,043; and the number of shares entitled to vote
thereon were the same.
4. The number of shares voting in favor of the action was 10,000,000. The
shareholders consenting to the action represented a majority of the issued and
outstanding shares.
Dated this 1st day of December, 1999.
____________/s/____________
Robert Wallace, President
___________/s/_____________
Robert Wallace, Secretary
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
OF
Merlin Software Technologies ( Holdings), Inc.
(the "Corporation")
I, Martin Holt, certify that:
1. The original articles were filed with the Office of the Secretary of State
on February 22, 1999.
2. As of the date of this certificate, 13,643,043 shares of stock of the
corporation have been issued.
3. Pursuant to a consent of shareholders in lieu of a special meeting,
9,990,000 votes, representing 73% of the outstanding voting shares, approved
the adoption of the following amendment to the Articles of Incorporation of
this Corporation:
First; Name of Corporation
The name of the corporation is Optika Investment Company, Inc. (the
"Corporation")
/s/
Martin Holt, Sole Director/President/Secretary
Province of British Columbia )
)
City of Namalino )
On January 10, 2000, personally appeared before me, a Notary public, Martin
Holt, who acknowledged that they executed the above instrument.
/s/
A Notary Public in and for
Said Province
ARTICLES OF MERGER
OF
SUMEX CORPORATION
(A Utah Corporation)
INTO
SUMEX CORPORATION
(A Nevada Corporation)
The Undersigned, being sole Director of Sumex Corporation, a Utah Corporation,
and the sole officer and director of Sumex Corporation, a Nevada Corporation,
hereby certify as follows:
1. A merger for the purpose of changing domicile has been approved by the
Board of Directors of Sumex Corporation, a Utah Corporation, and Sumex
Corporation, a Nevada Corporation.
2. Shareholders owning 3,395,000 of the shares of common stock of Sumex
Corporation, a Utah Corporation, which number of shares is a majority of the
4,673,140 shares outstanding, voted in favor of such merger on February 16,
1999. The sole shareholder of Sumex Corporation, a Nevada Corporation, voted for
such a plan of merger on February 22, 1999.
3. A Notice, including a summary of the merger, was mailed to all shareholders
of the Utah corporation on or about February 5, 1999.
4. Sumex Corporation, a Nevada corporation, hereby agrees that it will
promptly pay to the dissenting shareholders, if any, of Sumex Corporation, a
Utah corporation, the amount, if any, to which they shall be entitled under the
provisions of the Utah Corporation Statutes with respect to the rights of
dissenting shareholders.
Effective the 23rd day of February, 1999.
SUMEX CORPORATION SUMEX CORPORATION
A Utah Corporation A Nevada Corporation
By:________/s/_________ By:_________/s/___________
Robert Wallace Robert Wallace
President/Secretary President/Secretary
NOTARY CERTIFICATE
State of Utah )
)ss.
County of Salt Lake )
On the 22nd day of February, 1999, Robert Wallace personally appeared before
me, a Notary Public, who acknowledged that he executed the foregoing Articles of
Merger on behalf of the above entity.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
___________/s/_____________
Notary Public
Residing at Salt Lake
My commission expires: July 1, 2002
BYLAWS OF
Merlin Software Technologies (Holdings), Inc.
ARTICLE 1
Corporate Identification
1.01. Name. The corporation shall transact business under the name of Merlin
Software Technologies (Holdings), Inc.
1.02. Corporate Offices. The Corporation shall maintain such offices, within
or without the State of Nevada, as the Board of Directors may from time to time
designate. The location of the principle office may be changed by the Board of
Directors.
1.03. Seal. The Board of Directors shall provide for a corporate seal, which
shall be circular in form and shall have inscribed thereon the name of the
corporation, the state of incorporation, and the words "Corporate Seal."
1.04. Fiscal Year. The fiscal year of the corporation shall begin on the 1st
day of August, and shall end on the 30th day of September.
ARTICLE 2
Shareholders
2.01. Place of Meetings. Meetings of the shareholders of the corporation
shall be held at the principal office of the corporation, unless all
shareholders entitled to vote agree in writing to meet elsewhere.
2.02. Annual Meetings. The annual meeting of the shareholders shall be held
at 10:00 o'clock a.m. on the first Tuesday of April each year. If this day is
a legal holiday, then the meeting shall be held on the first following day that
is not a legal holiday. A failure to hold the annual meeting shall not impair
the ability of the corporation to act or transact business.
2.03. Special Meetings. Special meetings of the shareholders may be called
by the President or by the Board of Directors, and shall be called by the
President upon the signed written request of the holders of ten percent or more
of the outstanding shares of the corporation entitled to vote at the meeting.
Only business within the purpose or purposes described in the notice of the
meeting may be conducted at a special meeting of the shareholders.
2.04. Action Without Meeting. Any action required or permitted to be taken
at a meeting of the shareholders, may be taken without a meeting if a consent,
in writing, setting forth the action so taken is signed by a majority of the
shareholders who would have been entitled to vote on the action had a meeting
been held.
2.05. Notice of Meetings. Written notice stating the place, day, and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered or mailed to each shareholder
who is entitled to vote at the meeting with the written or printed signature of
the President and Secretary subscribed thereto, not less than ten nor more than
sixty days before the date of the meeting. A waiver of the notice of any
meeting, in writing, signed by the person entitled to the notice, whether
before, at, or after the time stated therein, shall be deemed equivalent of such
notice.
Attendance by a shareholder, without objection to the notice, whether in person
or by proxy, at a shareholders' meeting shall constitute a waiver of notice of
the meeting.
2.06. Closing of Transfer Books. For the purposes of determining the
shareholders who are entitled to notice of or to vote at a meeting of
shareholders or an adjournment thereof, or the shareholders who are entitled to
receive payment of any dividend, or in order to make a determination of
shareholders for any other proper purpose, the Board of Directors of the
corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed fifty days. If the stock transfer book shall be
closed for the purpose of determining shareholders entitled to notice of or to
vote at a meeting of shareholders, such books shall be closed for at least ten
days immediately preceding such meeting. In lieu of closing the stock transfer
books, the Board of Directors may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than fifty days and, in the case of a meeting of shareholders, not less than ten
days prior to the date on which the particular action requiring such
determination of shareholders, is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of shareholders, or of
shareholders entitled to receive payment of a dividend, the date on which notice
of the meeting is mailed or the date on which the resolution the Board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record date for such determination of shareholders. When a determination of
shareholders entitled to vote at any meeting of shareholders has been made as
provided in this section, such determination shall apply to any adjournment
thereof except where the determination has been made through the closing of the
stock transfer books and the stated period of closing has expired.
2.07. Voting Lists. The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten days before each
meeting of shareholders, a complete list of the shareholders entitled to vote at
such meeting, or any adjournment thereof, arranged in alphabetical order with
the address of, and the number of shares held by each shareholder, which list,
for the period between its compilation and the meeting for which it was
compiled, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder at any time during normal
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to inspection by any shareholder
during the meeting. The original stock transfer book shall be prima facie
evidence of the shareholders entitled to examine such list or transfer books or
to vote at any meeting of shareholders.
2.08. Quorum and Voting. A majority of the outstanding shares of the
corporation entitled to vote, when represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority of the shares so
represented may adjourn the meeting from time to time (but not to exceed sixty
days) without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting as originally scheduled. The shareholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of shareholders sufficient to leave less than a
quorum. Unless a greater vote on a particular matter is required by law, by the
Articles of Incorporation, or by these Bylaws, a majority vote of the shares
present and entitled to vote shall carry any action proposed or voted on at a
shareholders' meeting.
2.09. Proxies. At all meetings of shareholders, a shareholder may vote by
proxy executed in writing by the shareholder or by the shareholder's authorized
attorney in fact. Such proxy may be filed with the Secretary of the corporation
before or at the time of the meeting. No proxy shall be valid after eleven
months from the date of its execution, unless otherwise provided in the proxy.
2.10. Voting of Shares by Certain Holders. Shares standing in the name of
another corporation may be voted by such officer, agent, or proxy as the bylaws
of such corporation may prescribe, or, in the absence of such provisions, as the
Board of Directors of such corporation may determine, provided, however, that no
shares held by another corporation, the election of whose directors is
controlled by this corporation, shall be entitled to vote.
Shares held by an administrator, executor, guardian, or conservator may be
voted by such person, either in person or by proxy, without a transfer of such
shares into such person's name. Shares standing in the name of a trustee may be
voted by the trustee, either in person or by proxy, but a trustee shall not be
entitled to vote shares so held without a transfer of such shares into the
trustee's name.
Shares standing in the name of a receiver may be voted by the receiver, and
shares held by or under the control of a receiver may be voted by the receiver
without the transfer thereof into the receiver's name if the authority to do so
is contained in an appropriate order of the court by whom the receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such shares
until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
ARTICLE 3
Board of Directors
3.01. General Powers. The business and affairs of the corporation shall be
managed by its Board of Directors, except as otherwise provided by law or by the
Articles of Incorporation.
3.02. Number, Tenure, and Qualifications. The number of directors of the
corporation shall be no less than one and no more than five. The number of
directors may be changed only as provided in the Articles of Incorporation.
Each director shall hold office until the next annual meeting of the
shareholders and until his or her successor shall have been elected and
qualified. Directors need not be residents of any particular state or
shareholders of the corporation.
3.03. Regular Meetings. A meeting of the Board of Directors shall be held
without notice other than this provision immediately after, and at the same
place as, the annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of regular meetings
without other notice than such resolution.
3.04. Special Meetings; Notice. Special meetings of the Board of Directors
may be called by or at the request of the President or any two directors. The
person or persons authorized to call special meetings of the Board of Directors
may fix any place, wherever located, as the place for holding a special meeting
of the Board of Directors called by them. Written notice of a special meeting
shall be given to each director at least two days prior to a special meeting,
except that if the written notice is mailed to a director or is given by
telegram at least four days prior notice must be given, which notice shall be
deemed given when mailed or telegraphed. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted nor the purpose of any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice of such meeting.
3.05. Action Without Meeting. Any action required or permitted to be taken
at any meeting of the Board of Directors, or any committee thereof, may be taken
without a meeting if a written consent setting forth the action so taken is
signed by all of the directors that would have been entitled to vote on the
action had a meeting been held.
3.06. Quorum. A majority of the Board of Directors shall constitute a quorum
for the transaction of business at any meeting of the Board of Directors, but if
less than such majority be present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice. The
directors present at a meeting may continue to transact business until
adjournment not withstanding the withdrawal of directors sufficient to leave
less than a quorum.
3.07. Voting Requirements. Except as otherwise provided by law, in the
Articles of Incorporation, or in these Bylaws, a majority vote of the directors
present at a meeting at which a quorum is present shall be required for an act
or resolution under consideration to constitute an act or resolution of the
Board of Directors.
3.08. Vacancies. Any vacancy occurring in the Board of Directors shall be
filled by the Board of Directors until an annual meeting is held and new
directors are elected by the shareholders. Any directorship to be filled by
reason of an increase in the number of directors shall be filled by election at
an annual meeting of shareholders or at a special meeting of shareholders called
for that purpose. A director chosen to fill a vacancy resulting from an
increase in the number of directors shall hold office until the director's
successor shall have been elected and qualified.
3.09. Compensation. By resolution of the Board of Directors the directors may
be paid their expenses, if any, for attendance at any meeting of the Board of
Directors, and, if such compensation is approved by a majority vote of the
shareholders entitled to vote, may be paid a fixed sum for attendance at any
meeting of the Board of Directors or a stated salary as director. No payment
shall preclude any director from serving the corporation in any other capacity
and receiving compensation therefor.
3.10. Presumption of Assent. A director of the corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action taken unless the dissent
of the director shall be entered in the minutes of the meeting or unless the
director shall file a written dissent to such action before adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of the action dissented
to.
3.11. Removal of Directors. At a special meeting of the shareholders called
expressly for that purpose, Directors may be removed in the manner provided in
this section. One or more directors or the entire Board of Directors may be
removed, with or without cause, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors. No director may be
removed if the votes cast against a director's removal would be sufficient to
elect the director if cumulatively voted at an election of the entire Board of
Directors. A director shall be entitled to receive notice of and a hearing with
respect to his or her removal for cause.
3.12. Standards of Conduct. A director shall discharge his or her duties as
a director, including his or her duties as a member of a committee, in good
faith, with the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and in a manner that he or she reasonably
believes to be in the best interests of the corporation.
In discharging his or her duties a director is entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, if prepared or presented by:
(1) one or more officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters presented;
(2) legal counsel, public accountants, or other persons as to matters the
director reasonably believes are within the person's professional or expert
competence; or
(3) a committee of the board of directors of which the director is not a
member if the director reasonably believes the committee merits confidence.
A director is not acting in good faith if the director has knowledge concerning
the matter in question that makes otherwise permissible reliance unwarranted.
A director is not liable for any action taken as a director, or any failure
to take any action, if he or she performed the duties of office in compliance
with this section.
ARTICLE 4
Officers
4.01. Number, Election and Tenure. The officers of the corporation shall be
a President, a Vice President, a Secretary, and a Treasurer, each of whom shall
be elected by the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed by the Board of
Directors. All officers of the corporation shall serve at the pleasure of the
Board of Directors for the compensation fixed under Section 4.09 of these
Bylaws. Any two or more offices may be held by the same person, except as
otherwise provided by law.
4.02. Removal. Any officer or agent elected or appointed by the Board of
Directors may be removed, with or without cause, by the Board of Directors
whenever in its judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.
4.03. Vacancies. Whenever a vacancy shall occur in any office by reason of
death, resignation, increase in number of offices of the corporation, or
otherwise, the vacancy shall be filled by the Board of Directors, and the
officer so elected shall hold office as provided in Section 4.01 of these
Bylaws.
4.04. President. The President shall be the principal executive officer of
the corporation, and, subject to the control of the Board of Directors, shall
have general control of the business, affairs, and property of the corporation,
and control over its agents, officers, and employees. The President shall, when
present, preside at all meetings of the shareholders and of the Board of
Directors, and shall perform such other duties and exercise such other powers as
from time to time may be assigned to the President by these Bylaws or by the
Board of Directors.
4.05. Vice President. The Vice President shall perform all duties incumbent
upon the President during the absence or disability of the President, and shall
perform such other duties as from time to time may be assigned to the Vice
President by these Bylaws or by the Board of Directors.
4.06. The Secretary. The Secretary shall: (a) keep the minutes of the
shareholders' meetings and of the Board of Directors' meetings in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these bylaws as required by law; (c) be the
custodian of the corporate records and of the seal of the corporation and see
that the seal of the corporation is affixed to all documents, the execution of
which on behalf of the corporation under its seal, is duly authorized; (d) keep
a register of the address of each shareholder, which shall be furnished to the
secretary by such shareholder; (e) sign with the President, or the Vice
President, certificates for shares of the corporation, the issuance of which
shall have been authorized by a resolution of the Board of Directors; (f) have
general charge of the stock transfer books of the corporation; and (g) perform
all duties incident to the office of secretary and such other duties as from
time to time may be assigned to the Secretary by the President or the Board of
Directors.
4.07. The Treasurer. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his or her duties in such sum
and with such surety or sureties as the Board of Directors shall determine. The
Treasurer shall: (a) have charge and custody of and be responsible for all
funds and securities of the corporation; (b) receive and give receipts for
monies due and payable to the corporation from any source whatsoever; (c)
deposit all monies received in the name of the corporation in the banks or other
depositories as shall be selected in accordance with the provisions of Article 5
of these Bylaws; and (d) perform the duties as from time to time may be assigned
to the Treasurer by the President or the Board of Directors.
4.08. Assistant Secretaries and Treasurers. One or more Assistant Secretaries
or Assistant Treasurers may be appointed by the Board of Directors. Such
persons shall have such duties as from time to time may be assigned to them by
the Board of Directors, the President, or the Secretary or Treasurer, as the
case may be.
4.09. Compensation. The compensation of the officers shall be fixed or
approved from time to time by the Board of Directors and no officer shall be
prevented from receiving such compensation by reason of the fact that the
officer is also a director of the corporation.
ARTICLE 5
Contracts, Loans, Checks, Deposits, and Official Books and Records
5.01. Contracts. The Board of Directors may authorize any officer or agent
to enter into any contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be general or confined
to specific matters.
5.02. Loans. No loans shall be contracted on behalf of the corporation and
no evidence of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. The Board of Directors shall have the
following power with respect to the lending of funds:
(a) Loans of Funds, Generally. To lend money in furtherance of any of the
purposes of the Corporation; to invest and reinvest the funds of the
Corporation from time to time; and to take and hold any property as security
for the payment of funds so loaned or invested.
(b) Loans to Employees and Directors. If approved by the holders of a
majority of the voting shares, to lend money and use its credit to assist any
employee or director of the Corporation, if the Board of Directors determines
that such loan or assistance may benefit the Corporation.
5.03. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money, notes, or other evidence of indebtedness issued in the name of
the corporation shall be signed by such officer or agent of the corporation and
in such manner as shall from time to time be determined by a resolution of the
Board of Directors.
5.04. Deposits. All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks or
other depositories as the Board of Directors may by resolution select.
5.05. Official Books and Records. The official books and records of the
corporation shall consist of the minute book, the stock book, the stock transfer
book, and the books and records of account. The Secretary shall be responsible
for their upkeep and safekeeping. Any shareholder, either in person or by
representative, shall have the right to inspect and make copies or extracts of
the official books and records at any reasonable time for any lawful purpose.
ARTICLE 6
Capital Stock
6.01. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or the Vice
President and by the Secretary or an Assistant Secretary. All certificates for
shares shall be consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are issued, with
the number of shares and the date of issue, shall be entered on the stock
transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed, or mutilated
certificate a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.
6.02. Consideration for Shares. The consideration for the issuance of shares
may be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services actually performed for the Corporation. When
payment of the consideration for which shares are to be issued shall have been
received by the Corporation, such shares shall be deemed to be fully paid and
nonassessable. In the absence of fraud in the transaction, the judgment of the
Board of Directors as to the value of the consideration received for shares
shall be conclusive. No certificate shall be issued for any share until the
share is fully paid.
6.03. Issuance of Shares. Shares of capital stock of the corporation shall
not be issued except on a majority vote of the Board of Directors. The vote of
each director shall appear in the written minutes of each Board of Directors'
meeting in which the issuance of shares was approved.
6.04. Dividends. The holders of the capital stock of the Corporation shall
be entitled to receive, when and as declared by the Board of Directors, solely
out of unreserved and unrestricted earned surplus, dividends payable either in
cash, in property, or in shares of capital stock. No dividends shall be paid
upon the capital stock in any medium if the source out of which it is proposed
to pay the dividend is due to or arises from unrealized appreciation in value or
from a revaluation of assets, or if the Corporation is, or is thereby rendered,
incapable of paying its debts as they become due in the usual course of its
business.
6.05. Uncertified Shares. Shares of the capital stock of the Corporation
shall not be issued without a certificate.
ARTICLE 7
Amendments
7.01. Amendment. These Bylaws may be amended or repealed, and new bylaws may
be adopted, by the holders of a majority of the voting shares at any annual or
special meeting or by a majority vote of the Board of Directors at any regular
or special meeting, except that the shareholders in amending or repealing a
particular bylaw may provide that the Board of Directors may not amend or repeal
that bylaw.
Accepted and Adopted by the Board of Directors on the 25th day of January,
2000.
By /s/
Robert Wallace, President
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