SECURITIES AND EXCHANGE COMMMISSION
Washington, D.C. 20549
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FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Ameri-First Financial Group, Inc.
(formerly Tahoe Pacific Corporation, and formerly Pacific Sports Holdings, Inc.)
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(Exact name of registrant as specified in its charter)
Incorporated in Nevada IRS Employer Id. No.: 86-0849132
- --------------------------------------- ------------------------------------
(State of incorporation) (I.R.S. Employer Identification No.)
4514 Cole Avenue, Suite 806
Dallas, Texas 75205
- --------------------------------------- ------------------------------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (214) 599-9050
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Securities to be registered pursuant to Section 12(b) of the Act:
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
<PAGE>
INTRODUCTORY NOTE
This registration statement contains certain forward-looking statements
that involve risks and uncertainties. Such statements can be identified by the
use of forward-looking terminology such as "may," "will," "should,"
"anticipate," "believe," "estimate," "expect," "intend" and similar expressions.
Actual results could differ materially from those contemplated by the
forward-looking statements as a result of certain factors set forth elsewhere in
this registration statement, including but not limited to "Item 2. Financial
Information -- Management's Discussion and Analysis of Financial Condition and
Results of Operations." The factors that could cause actual results to differ
materially include, but are not limited to, the following: catastrophe and
natural peril losses, inadequate loss reserves, geographic concentration of
business, competitive factors and pricing pressures, changes in legal and
regulatory requirements, and general economic conditions. Investors should not
place undue reliance on any such forward-looking statements.
ITEM 1. BUSINESS.
(A) History
Background. On September 27, 1996, Ameri-First Financial Group, Inc.'s
predecessor company incorporated under the laws of Nevada under the name of
U-Bake Pizza, Inc. On March 20, 1998, U-Bake Pizza, Inc. changed its name to
Oregon Outerwear, Inc. On May 18, 1998, Oregon Outerwear, Inc. changed its name
to Pacific Sports Holdings, Inc. Pacific Sports Holdings, Inc. began trading on
the OTC Bulletin Board on or about April 7, 1998.
On March 30, 1998 Pacific Sports Holdings, Inc. acquired 100% of SouthBay
Golf, Inc, in a tax-free reorganization and exchange of common shares of Pacific
Sports Holdings, Inc. SouthBay Golf, Inc., a Nevada corporation, was
incorporated on March 11, 1998. On March 31, 1998, Pacific Sports Holdings, Inc.
acquired Mardock, Inc., a sportswear, corporate logo and promotional accessories
business. Due to Mardock's consistent history of losses, Mardock, Inc. was sold
back to Mardock's founder on April 30, 1999. Pacific Sports Holdings, Inc.
acquired 70% of Outback Apparel Group, Inc. on May 12, 1998 and an additional
15% ownership on August 14, 1998. Outback Apparel Group, Inc., a Nevada
corporation, incorporated on May 12, 1998.
SouthBay Golf, Inc. arranged for the manufacturing, and designed and sold
golf clubs, golf bags and head covers under the exclusive worldwide license for
the Head Golf brand name, and on a non-exclusive basis hats, towels, gloves,
umbrellas and other accessories. The Company operated this business under a
trademark licensing agreement with Head Sport AG dated April 1, 1998.
Outback Apparel Group, Inc. arranged for the manufacturing, and designed
and sold swimwear, active wear and T-shirts under the exclusive North America
license for the Spank brand name. The Company operated this business under a
trademark licensing agreement with Spank Sport International of Australia dated
May 31, 1998.
Results from the golf and swimwear subsidiaries were disappointing, and, in
March 1999, Pacific Sports Holdings, Inc. discontinued operations.
On May 3, 1999, the Company entered into an agreement whereby it would
exchange 5,500,000 (Notes 1,100,000 post-split) of its common shares for Series
A Preferred Shares of Tahoe Air Corp., convertible into 50.0001% of the then
issued and outstanding shares of Common Stock of the airline.
On August 26, 1999, the Company changed its name to Tahoe Pacific
Corporation and on August 27, 1999 authorized a reverse stock split of 1 for 5.
Tahoe Air Corp., a Nevada corporation, was formed in 1996 to operate a new
scheduled airline to select West Coast cities from the South Lake Tahoe,
California airport. On June 25, 1999 Tahoe Air Corp. began providing daily jet
service from South Lake Tahoe (TVL) to Los Angeles (LAX) and San Jose (SJC). The
airline was unable to demonstrate sufficient demand for its service, and on
November 22, 1999 suspended flight operations.
1
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In anticipation of acquiring certain assets of Ameri-First Financial
Corporation on January 10, 2000, the Company changed its name to Ameri-First
Financial Group, Inc. On February 7, 2000, the Company acquired Ameri-First
Financial Corporation for 4,500,000 shares of its Common Stock.
(B) Business of the Issuer
Ameri-First's future lies in the investment in Ameri-First Financial
Corporation and its wholly owned subsidiary Ameri-First Securities Corporation.
Ameri-First Securities is a member of the National Association of Securities
Dealers, Inc., and engages in the investment banking and securities brokerage
business.
Organization Chart
Set forth below is an organization chart of the Company and its significant
subsidiaries and affiliates as of the date of this registration statement.
Ameri-First First Financial Group, Inc.
Ameri-First Financial Corporation
Ameri-First Securities Corporation
Competition
The securities business is highly competitive. The securities subsidiary
compete with other securities firms. Certain of these competitors have
substantially greater financial, technical and operating resources than the
securities subsidiary. The securities subsidiary's ability to compete
successfully in its principal markets is dependent upon a number of factors,
many of which (including market and competitive conditions) are outside its
control.
Regulation
Securities companies are subject to supervision and regulation in the
states in which they transact business. Such supervision and regulation relates
to numerous aspects of a securities company's business and financial condition.
The primary purpose of such supervision and regulation is the protection of
investors. The extent of such regulation varies, but generally derives from
state statutes that delegate regulatory, supervisory and administrative
authority to state securities departments. Accordingly, the authority of the
state securities departments includes the establishment of standards of solvency
and fair dealings that must be met and maintained by broker-dealers, including
licensing requirements.
In addition to state regulation, the Securities and Exchange Commission
("SEC") and National Association of Securities Dealers, Inc. also extensively
regulate the business activities of the securities firm.
Employees
Currently, the Company and its subsidiaries have a total of 14 employees,
all of which are located in Dallas, Texas. None of the employees are represented
by a labor union. The Company considers its employee relations to be good.
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 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-SEC-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.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
The financial condition of Ameri-First Financial Group has been poor with
the majority of its endeavors in both retail and the airline business. With the
acquisition of Ameri-First Financial Corporation's assets, Ameri-First Financial
Group, Inc. begins a new era of business. Together with its wholly owned
subsidiary, Ameri-First Securities Corporation, Ameri-First Financial provides
solid growth potential in today's economy. The main source of Ameri-First
Financial Group's income will derive from its subsidiaries main businesses,
investment and commercial banking.
Our plans are to create a much larger client base by either hiring more
agents or through acquisitions. The firm intends to establish a significant
presence on the internet providing as much services as are permitted under
existing regulations.
ITEM 3. DESCRIPTION OF PROPERTIES.
The Company maintains offices at 4514 Cole Avenue, Suite 806, Dallas, Texas
75205; and the space, approximately 3,649 square feet, is leased.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth the beneficial ownership of the Common Stock
as of February 10, 2000 by each person known by the Company to own beneficially
more than five percent of the issued and outstanding Common Stock, each of the
Company's directors and executive officers, and the Company's directors and
executive officers as a group.
3
<PAGE>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned Percent
- --------------------------------------- ------------------ ---------
Hess Capital, L.L.C. 4,500,000 45%
c/o Ameri-First Financial Group, Inc.
4514 Cole Avenue, Suite 806
Dallas, TX 75205
Jeffrey C. Bruteyn 500,000 5%
4514 Cole Avenue, Suite 806
Dallas, TX 75205
James N. Chatham II 100,000 1%
4514 Cole Avenue, Suite 806
Dallas, TX 75205
James M. Leath 100,000 1%
4514 Cole Avenue, Suite 806
Dallas, TX 75205
Dennis W. Bowden 150,000 1.5%
4514 Cole Avenue, Suite 806
Dallas, TX 75205
All Directors and Executive Officers
as a group (4 persons) 850,000 8.5%
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTORS AND CONTROL PERSONS.
The board currently consists of four directors who serve two-year terms.
The following persons are currently serving as directors and executive officers
of the Company.
Name Age Position
- ------------------- ------ -------------------------------------------------
Jeffrey C. Bruteyn 29 Chairman of the Board and Chief Executive Officer
James N. Chatham II 33 Vice President and Secretary
James M. Leath 68 Director
Dennis W. Bowden 46 Director
Jeffrey C. Bruteyn. Received a BBA in finance from Baylor University in
1989. Mr. Bruteyn has been the Financial Director for Acceptance from 1997 and
is responsible for the in-house funding of all financial activities. From 1994
to 1997, Mr. Bruteyn was an Investment Banker for First London Securities
Corporation where he worked as a director in the Mergers and Acquisition
Department and as in house securities trader. From 1993 to 1994, he was a Senior
Financial Advisor for American Express Financial Advisors. From 1991 to 1993,
Mr. Bruteyn was a Senior Vice President for Investment Capital Resources.
James N. Chatham, II. Mr. Chatham has been Vice President of Ameri-First
Financial since its inception. Prior to that, he was Director of Public
Relations of Acceptance. Mr. Chatham graduated from Lamar University with a B.A.
in History and a minor in Economics. He was on the Dean's List of the business
school at his graduation. From there, Mr. Chatham completed a degree in French
and cultural studies from the Universite de Strasbourg, France. Upon return to
the states, Mr. Chatham attended the University of Houston Law School. After
school, he joined an investment group that purchased a television station in
College Station, Texas. After selling his interests in this group, Mr. Chatham
joined Fox television group as head of marketing for central Texas. Mr. Chatham
then became Vice President of Suncreek Media until his relationship with
Ameri-First began.
4
<PAGE>
James M. Leath. For more than a decade, Marvin Leath served in the U.S.
House of Representatives representing the 11th Congressional District of Texas.
Congressman Leath was a member of the House Budget Committee, and Chairman of
that panel's Subcommittee on Foreign Affairs and Defense. He also sat as a
senior member of the House Armed Services Committee, with a seat on four of its
principal subcommittees. In addition, he served as a member of the House
Committee on Public Works, with jurisdiction over federal transportation and
infrastructure programs to local and state governments. During his service in
the House, the congressman also developed strong relationships with the
Republican and Democratic leadership in the House before retiring voluntarily in
1991 to start his own government relations consulting business. Prior to
entering Congress, Mr. Leath was president and owner of four rural banks in
central Texas. In 1976, he chartered and opened Central National Bank in Waco,
Texas, and served as Chairman and CEO of that establishment until he resigned in
1977 to campaign for the 11th District House seat.
Dennis W. Bowden was born in 1953. Mr. Bowden received a B.S. degree from
the University of North Texas. From 1980 to 1981 he was Vice President of Astro
Wing Airlines. From 1981 to 1990, Mr. Bowden was President of Independent
Financing. From 1990 to 1995, he was President of American Eagle Acceptance
Corp. In 1995, Mr. Bowden started at Acceptance.
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.
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(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.
At the present time, the Company does not have any compensation agreements
or plans with the officers and directors of the Company. Directors compensation
is currently limited to reimbursement of expenses.
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 $100,000 during such period (as determined at June 30, 1999, the end
of the Registrant's last completed fiscal year).
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-term Compensation
-------------------------- ----------------------
Other Securities All
Annual Restricted underlying LTIP other
Name & Salary Bonus Compen- stock options payouts Compen-
Principal Position Year ($) ($) sation($) awards($) SARS(#) ($) sation
- ------------------- ---- -------- ----- --------- ---------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Jeffrey C. Bruteyn 2000 - - - - - - -
Chairman & CEO
James N. Chatham II 2000 - - - - - - -
Vice President &
Secretary
Jeffrey W. Gardiner 1999 - - - 150,000 - - -
President & 1998 - - - - - - -
Ast. Secretary
James V. Moodhe 1998 240,000 - - - - - -
President
Chris H. Beshlian 1998 - - - - - - -
Secretary
D. Mihran Freeland 1998 - - - - - - -
President & 1997 - - - - - - -
Secretary
</TABLE>
Compensation of Directors
There are no arrangements pursuant to which any director of the Company was
compensated for any service provided as a director. The directors may be paid
their expenses of attendance at each meeting of the Board of Directors.
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<PAGE>
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.
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.
None.
ITEM 8. DESCRIPTION OF THE SECURITIES.
The following statements relating to the capital stock set forth the
material terms of the Company's securities; however, reference is made to the
more detailed provisions of, and such statements are qualified in their entirety
by reference to, the Articles of Incorporation and the By-laws, copies of which
are filed as exhibits to this registration statement.
Common Stock. The authorized capital stock of the Company consists of
25,000,000 shares of common stock with a par value of $.001 per share. As of
February 10, 2000, there were 256 shareholders of record holding 9,386,116
shares of common stock.
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion from funds legally available there for. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable. Holders of common stock have no preemptive rights
to purchase the Company's common stock. There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.
The Company has appointed RTT Transfers, Inc., 530 Merchant St., Vacaville,
CA 95688, 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.
The Company's common stock is traded in the National Association of
Securities Dealers OTC Bulletin Board "OTCBB" under the symbol "AMFR." The
following table sets forth the high and low closing bid prices for the periods
indicated, as reported by the OTCBB.
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CLOSING BID CLOSING ASK
High Low High Low
------- ------- ------- -------
1998
- ----
1st Quarter 6.25 5.625 6.25 5.625
2nd Quarter 4.25 2.50 4.875 2.50
3rd Quarter 3.00 1.25 3.125 1.505
4th Quarter 2.75 1.50 3.00 2.125
1999
- ----
1st Quarter 8.75 4.6875 8.75 5.00
2nd Quarter 8.75 4.6875 9.00 4.875
3rd Quarter 3.75 1.875 4.00 2.00
4th Quarter 3.90 .125 4.00 .25
2000
- ----
1st Quarter 5.3125 4.50 5.375 3.75
These quotations are inter-dealer prices without retail markup, markdown or
commissions, and may not necessarily represent actual transactions.
As of February 20, 2000 there were 256 shareholders of record of the
Company's common stock.
The Company has never paid cash dividends. The Board of Directors of the
Company currently anticipates that it will retain all available funds for use in
the operation of the business and does not anticipate paying any cash dividends
in the foreseeable future.
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.
A. On February 2, 1999, the Company engaged Charles E. Smith, CPA as its
independent accountant. The decision to engage Charles E. Smith, CPA as the
Company's independent accountant was recommended and approved by the
Company's President.
B. In a report dated June 30, 1998, KPMG, Certified Public Accountants,
reported on the Company's financial statements as of June 30, 1998 and the
related statements of operations, stockholders' equity, and cash flows for
the period from June 30, 1997 through June 30, 1998. Such report did not
contain an adverse opinion or disclaimer of opinion, nor was such report
qualified or modified as to uncertainty, audit scope, or accounting
principles. KPMG, Certified Public Accounts, understands that they were
terminated as the Company's independent accountants . Thereafter, the
Company engaged Charles E. Smith, CPA as its independent accountants on
February 2, 1999.
C. During the Company's two fiscal years ended June 30, 1999 and 1998, and the
subsequent interim period preceding the decision to engage independent
accountants, there were no "reportable events" (hereinafter defined)
requiring disclosure pursuant to Item 304 of Regulation S-B.
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ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
A. Date, title and amount of securities sold
Date Title Amount
----------------- ------------ --------------
April 22, 1998 Common Stock 309,000 shares
July 21, 1998 Common Stock 10,000 shares
October 7, 1998 Common Stock 4,267 shares
November 25, 1998 Common Stock 5,500 shares
December 2, 1998 Common Stock 2,700 shares
December 29, 1998 Common Stock 6,600 shares
January 19, 1999 Common Stock 3,000 shares
January 22, 1999 Common Stock 3,383 shares
February 12, 1999 Common Stock 4,280 shares
March 5, 1999 Common Stock 1,700 shares
April 25, 1999 Common Stock 40,000 shares
May 12, 1999 Common Stock 176,440 shares
May 25, 1999 Common Stock 5,133 shares
June 28, 1999 Common Stock 84,032 shares
July 26, 1999 Common Stock 13,334 shares
August 5, 1999 Common Stock 20,000 shares
August 19, 1999 Common Stock 30,000 shares
October 6, 1999 Common Stock 980,060 shares
October 4, 1999 Common Stock 400 shares
October 20, 1999 Common Stock 20,000 shares
November 4, 1999 Common Stock 560 shares
November 10, 1999 Common Stock 340,000 shares
November 30, 1999 Common Stock 14,000 shares
December 6, 1999 Common Stock 23,190 shares
December 10, 1999 Common Stock 268,298 shares
January 5, 2000 Common Stock 8,000 shares
January 11, 2000 Common Stock 832,083 shares
January 18, 2000 Common Stock 180,000 shares
January 28, 2000 Common Stock 4,960 shares
February 1, 2000 Common Stock 20,000 shares
February 2, 2000 Common Stock 4,500,000 shares
B. All of the above transactions were issued in private transactions to
individuals with no underwriters involved.
C. The Company relied upon Section 4(2) of the Securities Act of 1933 to
effect the issuance of all shares.
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.
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(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.
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<PAGE>
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.
11
<PAGE>
PART F/S
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
FINANCIAL STATEMENTS
TABLE OF CONTENTS
Independent Auditors' Report................................................F-1
Consolidated Balance Sheet for the Years Ended
June 30, 1999 and 1998.....................................................F-3
Consolidated Statement of Operations for the Years
Ended June 30, 1999 and 1998...............................................F-4
Consolidated Statement of Shareholders' Equity for
the Years Ended June 30, 1999 and 1998.....................................F-5
Consolidated Statement of Cash Flows for the Years
Ended June 30, 1999 and 1998...............................................F-6
Supplemental Disclosure of Noncash Activities...............................F-7
Notes to Consolidated Financial Statements
June 30, 1999 and 1998.....................................................F-8
Consolidated Balance Sheet for December 31, 1999
and June 30, 1999..........................................................F-14
Consolidated Statement of Operations for the Six Months
Ended December 31, 1999 and the Twelve Months Ended June 30, 1999..........F-15
Consolidated Statement of Shareholders' Equity for the
Six Months Ended December 31, 1999 and the
Twelve Months Ended June 30, 1999..........................................F-16
Consolidated Statement of Cash Flows for the Six Months
Ended December 31, 1999 and the Twelve Months Ended June 30, 1999..........F-17
<PAGE>
Charles E. Smith
Certified Public Accountant
709 B West Rusk, Suite 580
Rockwall, Texas 75087
Telephone (214) 212-2307
To the Board of Directors and Stockholders
of Ameri-First Financial Group, Inc.
I have audited the accompanying consolidated balance sheet of Ameri-First
Financial Group, Inc. (a Nevada corporation) and subsidiaries as of June 30,
1999, and the related consolidated statements of income, retained earnings, and
cash flows for the year then ended. These consolidated financial statements are
the responsibility of the Company's management. My responsibility is to express
an opinion on these consolidated financial statements based on my audit. The
consolidated financial statements of Ameri-First Financial Group, Inc. (formerly
Pacific Sports Holdings, Inc.) as of June 30, 1998 were audited by other
auditors whose report dated September 11, 1998, expressed an unqualified opinion
on those statements.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. I believe my audit provides a reasonable basis for my
opinion.
In my opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Ameri-First
Financial Group, Inc. and subsidiaries as of June 30, 1999, and the results of
their operations and cash flows for the year then ended in conformity with
generally accepted accounting principles.
Charles E. Smith
Rockwall, Texas
February 9, 2000
F-1
<PAGE>
Charles E. Smith
Certified Public Accountant
709 B West Rusk, Suite 580
Rockwall, Texas 75087
Telephone (214) 212-2307
February 9, 2000
Mr. Jeffrey C. Bruteyn
Ameri-First Financial Group, Inc.
4514 Cole Ave., Suite 806
Dallas, Texas 75205
Dear Mr. Bruteyn:
This letter shall serve to evidence my consent to inclusion of the
consolidated financial statements of Ameri-First Financial Group, Inc. and
subsidiaries as of June 30, 1999 in the Form 10-SB filing of your company.
Please advise me if I may be of any further service in this respect
Yours Truly,
/s/ Charles E. Smith
--------------------
Charles E. Smith
F-2
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Balance Sheet
June 30, 1999 and 1998
Assets
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Current assets:
Cash $ 629 $ 37,049
Trade accounts receivable, less allowances for bad debt and returns 104,648
Inventories 165,199
Prepaid expenses and other current assets 105,638 275,750
Other current receivables 600
------------- -------------
Total current assets 106,867 582,646
Property and equipment 155,207
Investments 1,500
Excess of cost over net assets acquired, less accumulated amortization 76,531
------------- -------------
$ 108,367 $ 814,384
============= =============
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of debt payable to shareholder $ 1,255,000 $ 17,653
Current installments of capital lease commitment 2,041 4,606
Accounts payable 244,945 91,399
Accrued expenses 162,528 28,688
------------- -------------
Total current liabilities 1,664,514 142,346
Capital lease commitment, excluding current maturities 2,018
Long-term notes payable to shareholders, excluding current maturities 518,440
------------- -------------
Total liabilities 1,664,514 662,804
------------- -------------
Shareholders' equity:
Common Stock, $0.001 par value. Authorized 25,000,000; issued and
outstanding 4,166,414 and 2,520,900 at June 30, 1999 and 1998 4,166 2,521
Paid-in capital 6,818,751 467,856
Accumulated deficit (8,379,064) (318,797)
------------- -------------
Net shareholders' equity (1,556,147) 151,580
Commitments and contingencies (see notes) $ 108,367 $ 814,384
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Operations
Years Ended June 30, 1999 and 1998
Year Ended Year Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Net sales $ 87,683 $ 230,853
Cost of sales 598,378 124,528
------------- -------------
Gross profit (510,695) 106,325
Operating expenses:
Selling 22,338
General and administrative expenses 2,991,795 239,078
------------- -------------
2,991,795 261,416
------------- -------------
Loss from operations (3,502,490) (155,091)
Other expenses:
Other 18,768 (103,689)
Loss on repossessed assets and sale of business (762,479)
Loss on writeoff of investments (3,685,955)
Interest, net (128,126) (11,486)
------------- -------------
(4,557,792) (115,175)
------------- -------------
Loss before minority interest (8,060,282) (270,266)
Minority interest (15) (30)
------------- -------------
Net loss $ (8,060,267) $ (270,236)
============= =============
Net loss per share - basic and diluted $ (2.76) $ (0.13)
============= =============
Weighted average shares - basic and diluted 2,923,855 2,091,375
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Shareholders' Equity
Years Ended June 30, 1999 and 1998
Common stock Additional Net
------------------------- paid-in Accumulated shareholders'
Shares Amount capital deficit equity
---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1997 802,800 $ 803 $ 51,565 $ 20,417 $ (31,951)
Shares issued for cash 58,100 58 145,192 145,250
Shares issued for acquisition of:
Mardock 60,000 60 240 300
South Bay Golf 1,600,000 1,600 6,400 8,000
Capital contributions 264,459 264,459
Distribution to shareholders (16,610) (16,610)
Net loss (270,236) (270,236)
---------- ---------- ---------- ----------- ------------
Balance at June 30, 1998 2,520,900 $ 2,521 $ 467,856 $ (266,429) $ 99,212
Shares issued for barter credit
for advertising 80,000 80 999,920 1,000,000
Shares issued to buy minority
15% of Outback Sports 60,000 60 240 300
Shares issued to buy majority
50.01% of Tahoe Air Corp. 1,100,000 1,100 3,653,900 3,655,000
Shares issued for services 274,698 275 820,001 820,276
Shares issued for cash 130,816 130 850,171 850,301
Less offering costs (128,539) (128,539)
Capital contributions 155,202 155,202
Net loss (8,060,267) (8,060,267)
---------- ---------- ---------- ----------- ------------
Balance at June 30, 1999 4,166,414 $ 4,166 $6,818,751 $(8,326,696) $ (1,608,515)
========== ========== ========== =========== ============
</TABLE>
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Cash Flows
Years Ended June 30, 1999 and 1998
Year Ended Year Ended
June 30, 1999 June 30, 1998
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (8,060,267) $ (270,236)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 13,435
Non-cash expenses 343,592
Stock issued for expenses 1,700,575
Writeoff of investments paid for with stock 3,654,500
(Increase) decrease in assets:
Accounts receivable 104,648 19,312
Other receivables (600)
Inventory 165,199 (92,603)
Prepaid expenses and other current assets 170,111 (258,681)
Increase (decrease) in liabilities:
Accounts payable 153,546 19,082
Accrued expenses 133,840 (15,885)
------------- -------------
Net cash used in operating activities (1,634,856) (585,576)
Cash flows used in investing activities:
Proceeds from disposal of property and equipment (3,716)
Cash paid for acquisition of assets (189,623)
------------- -------------
Net cash used in investing activities 0 (193,339)
Cash flows from financing activities:
Proceeds from borrowings on notes payable 718,907 440,000
Payment on notes payable (2,228)
Proceeds from issuance of stock 721,762 145,250
Distribution to shareholders (16,610)
Principal payments under capital lease obligations 2,565 (14,503)
Capital contributions 155,202 243,320
------------- -------------
Net cash provided by financing activities 1,598,436 795,229
------------- -------------
Net increase in cash $ (36,420) $ 16,314
Cash at beginning of period 37,049 20,735
------------- -------------
Cash at end of period $ 629 $ 37,049
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Cash Flows
Years Ended June 30, 1999 and 1998
Supplemental Disclosure of Noncash Activities
Supplemental disclosure of noncash financing activities:
In the year ended June 30, 1998:
Common stock valued at $8,000 was issued for receivables of $100 Common
stock valued at $300 was issued as part of a purchase acquisition
A related party note payable of $21,139 was converted to equity and
recorded as additional paid-in capital
In the year ended June 30, 1999:
Common stock valued at $3,655,000 was issued for 50.01% of Tahoe Air Corp.
Common stock valued at $300 was issued as part of a purchase acquisition
Supplemental disclosure of cash flow information:
1999 1998
--------- ---------
Cash paid during the year for:
Interest 0 1,656
Income taxes 0 2,700
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(1) Summary of Significant Accounting Policies and Practices
(a) General
-------
Ameri-First Financial Group, Inc. and subsidiaries (the "Company") is
engaged in investment banking. Prior to that business, the Company was engaged
through its subsidiary, Southbay Golf, in the design, marketing and sales of
golf equipment under the exclusive worldwide license for the Head Golf brand
name, and on a non-exclusive basis for golf accessories. It also formerly
through its subsidiary, Outback, marketed and distributed sportswear, swimwear
and accessories under the Spank brand name. Through a subsidiary, Mardock, which
was disposed of in early 1999, the Company marketed items including caps, mugs,
hats, pens, bags and other items corporations use for their promotional needs.
(b) Basis of Presentation
---------------------
On March 20, 1998, by amendment to U-Bake's Articles of Incorporation,
U-Bake changed its name to Oregon Outerwear, Inc.
On May 18, 1998, by amendment to Oregon Outerwear, Inc.'s Articles of
Incorporation, Oregon Outerwear, Inc. changed its name to Pacific Sports
Holdings, Inc.
On August 25, 1999, by amendment to Pacific Sports Holdings, Inc.'s
Articles of Incorporation, Pacific Sports Holdings, Inc. changed its name to
Tahoe Pacific Corporation.
On January 5, 2000, by amendment to Tahoe Pacific Corporation's Articles of
Incorporation, Tahoe Pacific Corporation changed its name to Ameri-First
Financial Group, Inc.
On August 25, 1999, by amendment to Pacific Sports Holdings, Inc.'s
Articles of Incorporation, the Company approved a one for five reverse stock
split. These consolidated financial statements have been presented to reflect
the reverse stock split as if it had been effected on June 30, 1997.
(C) Principles of Consolidation
---------------------------
The consolidated financial statements include the financial statements of
Ameri-First Financial Group, Inc. and its related subsidiaries. All significant
intercompany balances have been eliminated in consolidation.
(d) Cash Equivalents
----------------
For purposes of the consolidated statements of cash flows, the Company
considers all highly liquid debt instruments with original maturities of three
months or less to be cash equivalents.
(e) Revenue Recognition
-------------------
Revenue is recognized upon shipment of product. Allowances for estimated
returns and discounts are provided when the related revenue is recorded.
F-8
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(f) Inventories
-----------
Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out method.
(g) Property and Equipment
----------------------
Property and equipment are stated at cost. Depreciation of plant and
equipment is calculated on the straight-line method over the estimated useful
lives of the assets.
(h) Income Taxes
------------
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date.
(i) Income (loss) per Share
-----------------------
Basic net income (loss) per share is based on the weighted average number
of actual shares outstanding during the period. Options to purchase common stock
are included in the calculation of income (loss) per share provided their impact
is not dilutive. As of June 30, 1999 and 1998, no stock option plan was in
place, and therefore, no stock options or other common stock equivalent
instruments have been issued.
(j) Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of
-----------------------------------------------------------------------
The Company accounts for long-lived assets under the Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of." This statement requires
that long-lived assets and certain identifiable intangibles be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount an asset to
future net cash flows expected to be generated by the asset. If such assets are
considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the
assets. Assets to be disposed of are reported at the lower of the carrying
amount or fair value, less costs to sell.
(k) Product Design and Development Costs
------------------------------------
The Company charges all product design and development costs to expense
when incurred. Product design and development costs aggregated approximately
$18,668 for the year ended June 30, 1998. In the year ended June 30, 1999, the
lines requiring design and development were dropped.
F-9
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(l) New Accounting Standards
------------------------
In June 1997, the Financial Accounting Standards Board issued Statement No.
130, "Reporting Comprehensive Income" (SFAS 130), and Statement No. 131,
"Disclosure about Segments of an Enterprise and Related Information" (SFAS 131).
SFAS 130 establishes new standards for reporting comprehensive income and its
components. SFAS 130 requires adoption currently. However, since comprehensive
income does not differ from historical amounts, no disclosure is required. SFAS
131 requires disclosures of certain information regarding operating segments,
products and services, geographic areas and major customers. SFAS 131 requires
adoption for the Company effective July 1, 1998. Management has determined that
the adoption of the above statements will not have a material impact upon the
Company's financial position or results of operations.
In April 1998, SEC issued SOP 98-5, "Reporting on Cost of Start-up
Activities." SOP 98-5 requires that all costs of start-up activities, including
organizational costs, be expensed as incurred. The Company adopted this
statement effective July 1, 1998. The Company has not yet evaluated the impact
of this statement.
(2) Property and Equipment
At June 30, 1999 and 1998, a summary of property and equipment, at cost, is
as follows:
Machinery and equipment $ 0 $ 319,448
Furniture and office equipment 0 51,043
Leasehold improvements 0 37,904
--------- ---------
0 408,395
Less accumulated depreciation and amortization 0 253,188
--------- ---------
Property and equipment, net $ 0 $ 155,207
(3) Acquisitions
On March 30, 1998, the Company acquired 100% of the assets of South Bay
Golf, Inc. in exchange for 8,000,000 shares of the Company's common stock. The
assets of South Bay consisted entirely of the Head Golf license. The acquisition
was accounted for as a purchase. Results of operations of South Bay were minimal
from the date of acquisition to June 30, 1999. No amounts have been allocated to
the Head Golf license.
The fair values assigned to the assets acquired were as follows:
Trade receivables $ 100
Cost in excess of fair value 7,900
-------------
Total purchase price $ 8,000
On March 31, 1998, the Company acquired certain assets from Mardock, Inc.
for a total of $200,000 cash and 300,000 shares of the Company's common stock.
The acquisition has been accounted for as a purchase and the results of
operations are included in the Company's consolidated financial statements from
the date of acquisition through the date of its sale on March 31, 1999.
The fair value assigned to the net assets acquired was $129,909. The
Company recorded goodwill of $70,391 and amortized this amount over a ten year
estimated life, until it was written off at the time of sale on March 31, 1999.
F-10
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(3) Acquisitions (cont'd)
In May 1998, the Company purchased 70% of the outstanding stock of Outback
Apparel Group, Inc. ("Outback") for cash consideration of $70. The assets of
Outback consisted primarily of the Spank license. The acquisition was accounted
for as a purchase. Results of operations of Outback were minimal from the date
of acquisition to June 30, 1999. No amounts have been allocated to the Spank
license.
In May 1999, the Company entered into an agreement to purchase 50.01% of
Tahoe Air Corp. in exchange for 1,100,000 shares of the Company's common stock
valued at $3,655,000. The investment subsequently became virtually worthless and
has been written down to $500.
(4) Inventory
Inventory recorded at the lower of first-in, first-out cost or market as of
June 30, 1998 and June 30, 1999 consists of the following:
1998 1999
---------- ----------
Raw materials $ 73,844 $ 0
Work in process 23,888 0
Finished goods 67,467 0
---------- ----------
$ 165,199 $ 0
(5) Leases
The Company has a noncancelable operating lease, primarily for office
space, with an unrelated party. The Company also has a 36 month capital lease
for equipment. Rental expense for the operating lease during the year ended June
30, 1999 and 1998 amounted to $53,568 and $7,920, respectively.
The Company leased a manufacturing facility from a shareholder for its
subsidiary Mardock, Inc. through March 31, 1999 when the subsidiary was sold.
The rent expense associated with this lease for the years ended June 30, 1999
and 1998 amounted to $23,760 and $7,920, respectively.
Future minimum lease payments under noncancelable operating lease and
future minimum capital lease payments as of June 30, 1999 are:
Operating Operating
lease lease
--------- ---------
Year ending June 30:
2000 $ 2,041 $ 35,712
All amounts are current installment obligations.
F-11
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(6) Notes Payable to Shareholders
Notes payable to shareholders at June 30, 1999 consist of the following:
Various notes payable to shareholder, principal due on demand,
interest at 10% due monthly, secured by equipment and
receivables of the Company. $1,255,000
(7) Income Taxes
As of June 30, 1999 and 1998, the Company has Federal tax loss
carryforwards of approximately $8,247,000 and $196,000, respectively.
The future tax benefits of the net operating loss carryforwards have not
been recognized since their realization is dependent upon the Company's ability
to generate future earnings.
At June 30, 1999 and 1998, due to the uncertainty of the Company's ability
to generate future earnings, the Company has established offsetting deferred tax
assets (generated from the aforementioned tax loss carryforwards) and related
valuation allowances.
(8) Commitments and Contingencies
Guaranteed Minimum Royalty Payments
- -----------------------------------
South Bay Golf is a licensee under a Trademark License Agreement with Head
Sports AG ("Head") which granted the Company exclusive worldwide rights to
market and distribute golf clubs, bags and head covers. The Company also had
worldwide nonexclusive marketing and distribution rights for golf accessories
including hats, towels and umbrellas.
The agreement provides for royalties based on the following percentages of
sales: 5% for 1998, 6% for 1999 and 7% for 2000 and all subsequent years.
Guaranteed minimum annual royalties are/were as follows:
Contract Year Amount
------------------------------ -------------
April 1, 1998 - March 31, 1999 $ 600,000
April 1, 1999 - March 31, 2000 800,000
April 1, 2000 - March 31, 2001 1,300,000
April 1, 2001 - March 31, 2002 1,500,000
April 1, 2002 - March 31, 2003 1,750,000
In June 1999, Head sued the Company for $1,000,000 over the royalties due
to Head. The lawsuit was settled in January 2000 for $20,000, and the settlement
of this lawsuit is reflected in the books of the Company in January 2000.
Outback Apparel Group, Inc. is a licensee under a Trademark License
Agreement with Spank Sport ("Spank") which grants the Company the exclusive
right to manufacture, distribute, advertise and sell certain Spank swimwear
products in North America.
F-12
<PAGE>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Notes to Consolidated Financial Statements
June 30, 1999 and 1998
(8) Commitments and Contingencies (cont'd)
Guaranteed Minimum Royalty Payments (cont'd)
- -----------------------------------
The agreement provides for royalties based on 5% of sales. Guaranteed
minimum annual sales are as follows:
Calendar Year Amount
------------- ------------
1998 $ 3 million
1999 5 million
2000 8 million
2001 12 million
The Company has not been able to meet the minimum sales and royalty
requirements and are in default on their agreement. The Company does not expect
any legal action from Spank based on the Company's financial condition and no
liability has been recorded for these royalties.
(9) Other Expense
In the year ended June 30, 1999, the majority of other expense consists of
the writeoff of investments determined to have little value and the loss on the
sale of one of its subsidiaries.
In the year ended June 30, 1998, the majority of other expense consists of
the writeoff of an investment determined to be without value.
(10) Subsequent Events
As explained in Note 8, the Company settled a lawsuit with Head over
minimum royalty payments.
On February 7, 2000, the Company purchased Ameri-First Securities, Inc., an
NASD registered broker dealer.
F-13
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Balance Sheet
December 31, 1999 and June 30, 1999
Assets
December 31, June 30,
1999 1999
------------ ------------
<S> <C> <C>
Current assets:
Cash $ 196 $ 629
Trade accounts receivable, less allowances for bad debt and returns
Inventories
Prepaid expenses and other current assets 100,538 105,638
Other current receivables 10,900 600
------------ ------------
Total current assets 111,634 106,867
Property and equipment
Excess of cost over net assets acquired, less accumulated amortization 1,500 1,500
------------ ------------
$ 113,134 $ 108,367
============ ============
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of debt payable to shareholder $ 1,255,000 $ 1,255,000
Current installments of capital lease commitment 2,041
Accounts payable 308,172 244,945
Accrued expenses 183,445 162,528
------------ ------------
Total current liabilities 1,746,617 1,664,514
Capital lease commitment, excluding current maturities Long-term notes payable
to shareholders, excluding current maturities
Total liabilities 1,746,617 1,664,514
------------ ------------
Shareholders' equity:
Common Stock, $0.001 par value. Authorized 25,000,000; issued and
outstanding 4,706,114 and 4,166,414 at December 31, 1999 and
June 30, 1999, respectively 4,706 4,166
Paid-in capital 7,584,976 6,818,751
Accumulated deficit (9,223,165) (8,379,064)
------------ ------------
Net shareholders' equity (1,633,483) (1,556,147)
$ 113,134 $ 108,367
============ ============
</TABLE>
F-14
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Operations
Six Months Ended December 31, 1999 and
Twelve Months Ended June 30, 1999
Six Months Year Ended
Dec. 31, 1999 June 30, 1999
------------- -------------
<S> <C> <C>
Net sales $ 0 $ 87,683
Cost of sales 0 598,378
------------- -------------
Gross profit 0 (510,695)
Operating expenses:
Selling
General and administrative expenses 823,199 2,991,795
------------- -------------
823,199 2,991,795
------------- -------------
Loss from operations (823,199) (3,502,490)
Other expenses:
Other 18,768
Loss on repossessed assets and sale of business (762,479)
Loss on writeoff of investments (3,685,955)
Interest, net (20,917) (128,126)
------------- -------------
(20,917) (4,557,792)
------------- -------------
Loss before minority interest (844,116) (8,060,282)
Minority interest (15) (15)
------------- -------------
Net loss $ (844,101) $ (8,060,267)
============= =============
Net loss per share - basic and diluted $ (0.18) $ (2.76)
============= =============
Weighted average shares - basic and diluted 4,644,755 2,923,855
============= =============
</TABLE>
F-15
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Shareholders' Equity
Six Months Ended December 31, 1999 and
Year Ended June 30, 1999
Common stock Additional Net
------------------------- paid-in Accumulated shareholders'
Shares Amount capital deficit equity
---------- ---------- ---------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balance at June 30, 1998 2,520,900 $ 2,521 $ 467,856 $ (318,797) $ 151,580
Shares issued for barter credit
for advertising 80,000 80 999,920 1,000,000
Shares issued to buy minority
15% of Outback Sports 60,000 60 240 300
Shares issued to buy majority
50.01% of Tahoe Air Corp. 1,100,000 1,100 3,653,900 3,655,000
Shares issued for services 274,698 275 820,001 820,276
Shares issued for cash 130,816 130 850,171 850,301
Less offering costs (128,539) (128,539)
Capital contributions 155,202 155,202
Net loss (8,060,267) (8,060,267)
---------- ---------- ---------- ----------- ------------
Balance at June 30, 1999 4,166,414 $ 4,166 $6,818,751 $(8,379,064) $ (1,556,147)
Shares issued for stock 30,000 30 29,970 30,000
Shares issued for services 509,700 540 688,210 688,750
Capital contributions 48,000 48,000
Net loss (844,101) (844,101)
---------- ---------- ---------- ----------- ------------
Balance at December 31, 1999 4,706,114 $ 4,736 $7,584,931 $(9,223,165) $ (1,633,498)
========== ========== ========== =========== ============
</TABLE>
F-16
<PAGE>
<TABLE>
<CAPTION>
AMERI-FIRST FINANCIAL GROUP, INC.
AND SUBSIDIARIES
(formerly Tahoe Pacific Corporation, and
formerly Pacific Sports Holdings, Inc.)
Consolidated Statement of Cash Flows
Six Months Ended December 31, 1999 and
Year Ended June 30, 1999
Six Months Year Ended
Dec. 31, 1999 June 30, 1999
------------- -------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (844,101) $ (8,060,267)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Non-cash expenses 688,750 343,592
Stock issued for expenses 1,700,575
Writeoff of investments paid for with stock 3,654,500
(Increase) decrease in assets:
Accounts receivable 104,648
Other receivables (10,300) (600)
Inventory 165,199
Prepaid expenses and other current assets 5,100 170,111
Increase (decrease) in liabilities:
Accounts payable 61,201 153,546
Accrued expenses 20,917 133,840
------------- -------------
Net cash used in operating activities (78,433) (1,634,856)
Cash flows used in investing activities:
Proceeds from disposal of property and equipment
Cash paid for acquisition of assets
Net cash used in investing activities 0 0
Cash flows from financing activities:
Proceeds from borrowings on notes payable 718,907
Payment on notes payable
Proceeds from issuance of stock 30,000 721,762
Distribution to shareholders
Principal payments under capital lease obligations 2,565
Capital contributions 48,000 155,202
------------- -------------
Net cash provided by financing activities 78,000 1,598,436
------------- -------------
Net increase in cash $ (433) $ (36,420)
Cash at beginning of period 629 37,049
------------- -------------
Cash at end of period $ 196 $ 629
============= =============
</TABLE>
F-17
<PAGE>
PART III
Item 1. Index and Description of Exhibits.
Exhibit
Number Title of Document Location
- ------- ----------------- ------------
3.(i).1 Articles of Incorporation See Attached
3.(i).2 Amendments to Articles of Incorporation See Attached
3.(ii) Bylaws See Attached
27 Financial Data Schedule Included in Registration
Statement
III-1
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERI-FIRST FINANCIAL GROUP, INC.
Dated: February 10, 2000 By: /s/ Jeffrey C. Bruteyn
----------------------------
Jeffrey C. Bruteyn
Chief Executive Officer
S-1
ARTICLES OF INCORPORATION
-------------------------
OF
--
U-BAKE GOURMET PIZZA, INC.
-------------------------
FIRST. The name of the corporation is:
U-BAKE GOURMET PIZZA, INC.
SECOND. Its registered office in the State of Nevada is located at 1623 E.
Fremont St., Suite 3, Las Vegas, Nevada 89101, that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in
any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have the power to effect litigation in its own behalf and
interest in any court of law.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and mortgage or lease any such real and personal estate with its franchises. The
power to hold real and personal estate shall include the power to take the same
by devise or bequest in the State of Nevada, or in any other state, territory or
country.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the
constitution or laws of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same. The use of a seal or stamp by the corporation on any corporate
documents is not necessary. The corporation may use a seal or stamp, if its
desires, but such use or nonuse shall not in any way affect the legality of the
document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, of for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills or exchange, debentures, and other
obligations and evidences of indebtedness, payable at a specified time or times,
or payable upon the happening of a specified event or events, whether secured by
mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment
for property purchased, or acquired, or for any other lawful object.
E-1
<PAGE>
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock of, or
any bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and, while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock and use therefor its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and foreign
countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or incidental to the
protection and benefit of the corporation, and, in general to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, whether or not such business is similar in nature to the objects
set forth in the certificate or articles of incorporation of the corporation, or
any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have authority
to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par
value one mil ($.001) per share, each share of common stock having equal rights
and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as directors,
and the number of directors may from time to time be increased or decreased in
such manner as shall be provided by the By-Laws of this Corporation, providing
that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
NAME ADDRESS
---- -------
Mihran Freeland 1623 E. Fremont St., #3
Las Vegas, Nevada 89101
SIXTH. The capital stock, after the amount of the subscription price, or
par value, has been paid in, shall not be subject to assessment to pay the debts
of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the
Articles of Incorporation is as follows:
NAME ADDRESS
---- -------
Mihran Freeland 1623 E. Fremont St., #3
Las Vegas, Nevada 89101
E-2
<PAGE>
EIGHTH. The resident agent for this corporation shall be:
SIERRA NEVADA ADVISORS, INC.
The address of said agent, and the registered or statutory address of this
corporation in the State of Nevada shall be:
1623 E. Fremont St., Ste. 3
Las Vegas, Nevada 89101
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter
or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1)
or more committees, each committee to consist of one or more of the Directors of
the Corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall have and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation.
Such committee, or committees shall have such name, or names as may be stated in
the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding
stock entitling them to exercise at least a majority of the voting power given
at a Stockholders meeting called for that purpose, or when authorized by the
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts of omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or
repeal any provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are granted subject to this
reservation.
E-3
<PAGE>
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of California, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 24th day of September, 1996.
/s/ D. Mihran Freeland
----------------------
D. Mihran Freeland
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On this the 24th day of September, 1996, in Long Beach, California before
me, the undersigned, a Notary Public in and for Los Angeles County, State of
California personally appeared D. Mihran Freeland, known to me to be the person
whose name is subscribed to the foregoing document and acknowledged to me that
he executed the same.
/s/ Temple M. Roath
-------------------
Temple M. Roath
Notary Public
(Notary stamp or seal)
I, Sierra Nevada Advisors, Inc., hereby accept as Resident Agent for the
previously named Corporation
Date September 24, 1996 /s/ Sierra Nevada Advisors, Inc.
--------------------------------
Sierra Nevada Advisors, Inc.
E-4
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
U-BAKE GOURMET PIZZA, INC.
(After Issuance of Stock)
We the undersigned D. Mihran Freeland, President, and D. Mihran Freeland,
Secretary, of U-Bake Gourmet Pizza, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 2nd day of March, 1998, adopted a resolution to amend the original
articles as follows:
Article one is hereby amended to read as follows:
The name of the corporation is: OREGON OUTERWEAR, INC.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 4,014,000 that the said change
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
/s/ D. Mihran Freeland
----------------------
D. Mihran Freeland
President
/s/ D. Mihran Freeland
----------------------
D. Mihran Freeland
Secretary
STATE OF CALIFORNIA )
COUNTY OF LOS ANGELES )
On March 20, 1998, personally appeared before me, a Notary Public, D.
Mihran Freeland, who acknowledged that they executed the above instrument.
/s/ Melody S. Vandee
----------------------
Melody S. Vandee
Notary Public
(Notary stamp or seal)
E-5
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OREGON OUTERWEAR, INC.
(After Issuance of Stock)
We the undersigned James V. Moodhe, President, and Chris H. Beshlian,
Secretary, of Oregon Outerwear, Inc. do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened,
held on the 15th day of May, 1998, adopted a resolution to amend the original
articles as follows:
Article ONE is hereby amended to read as follows:
The name of the corporation is: PACIFIC SPORTS HOLDINGS, INC.
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 12,464,000 that the said change
and amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon.
/s/ James V. Moodhe
---------------------
James V. Moodhe
President
/s/ Chris H. Beshlian
---------------------
Chris H. Beshlian
Secretary
STATE OF CALIFORNIA )
COUNTY OF VENTURA )
On May 15, 1998, personally appeared before me, a Notary Public, James
Vincent Moodhe, who acknowledged that they executed the above instrument.
/s/ Chimata Gandhi
---------------------
Chimata Gandhi
Notary Public
(Notary stamp or seal)
E-6
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
PACIFIC SPORTS HOLDINGS, INC.
a Nevada corporation
(After Issuance of Stock)
The undersigned, Jeffrey W. Gardiner, does hereby certify and declare that:
1. Jeffrey W. Gardiner is the President and Assistant Secretary of Pacific
Sports Holdings, Inc., a Nevada corporation (the "Corporation").
2. The original Articles of Incorporation for the Corporation were
originally filed with the Nevada Secretary of State on September 27, 1996.
3. The Board of Directors, pursuant to Nevada Revised Statutes Section
78.315, have adopted a resolution on August 25, 1999 to amend the Articles of
Incorporation as set forth below.
4. Article First is hereby amended to read as follows:
"FIRST. The name of the corporation is: Tahoe Pacific Corporation."
5. Article Fourth is hereby amended by adding the following provision to
it:
"On the amendment of this Article, each outstanding five (5) shares of
common stock are converted into one (1) share of common stock."
6. The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 22,182,070 that the
said change(s) and amendment have been consented to and approved by a majority
vote of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon pursuant to Nevada Revised Statutes
Section 78.320.
It is declared under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of the undersigned's knowledge.
Dated: August 26, 1999
/s/ Jeffrey W. Gardiner
- -------------------------------------
Jeffrey W. Gardiner
President and Assistant Secretary
STATE OF CALIFORNIA )
COUNTY OF PLACER )
On August 26, 1999, before me, Susan Stanberry, a Notary Public for the
State of California, personally appeared Jeffrey W. Gardiner, personally known
to me to be the person whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his authorized capacity, and
that by his signature on the instrument the person, or the entity upon behalf of
which the person acted, executed the instrument.
/s/ Susan Stanberry
-------------------
Susan Stanberry
(Notary seal)
E-7
<PAGE>
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
TAHOE PACIFIC CORPORATION
a Nevada corporation
(After Issuance of Stock)
The undersigned, Jeffrey W. Gardiner, does hereby certify and declare that:
1. Jeffrey W. Gardiner is the President and Assistant Secretary of Tahoe
Pacific Corporation, a Nevada corporation (the "Corporation").
2. The original Articles of Incorporation for the Corporation were
originally filed with the Nevada Secretary of State on September 27, 1996.
3. The Board of Directors, pursuant to Nevada Revised Statutes Section
78.315, has adopted a resolution on December 30, 1999 to amend the Articles of
Incorporation as set forth below.
4. Article First is hereby amended to read as follows:
"FIRST. The name of the corporation is: Ameri-First Financial Group, Inc.."
5. The number of shares of the Corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 4,706,116 that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon pursuant to Nevada Revised Statutes
Section 78.320.
It is declared under penalty of perjury under the laws of the State of
Nevada that the matters set forth in this certificate are true and correct to
the best of the undersigned's knowledge.
Dated: January 5, 2000
/s/ Jeffrey W. Gardiner
- -------------------------------------
Jeffrey W. Gardiner
President and Assistant Secretary
ACKNOWLEDGED
/s/ Susan Stanberry
-------------------
Susan Stanberry
(Notary seal)
E-8
BYLAWS
OF
U-BAKE GOURMET PIZZA, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall
be located in the City of Las Vegas, Nevada, Clark County.
SECTION 2. OTHER OFFICES. In addition to the principal office at 1623 E.
Fremont, Ste. 3, Las Vegas, Nevada 89101, other offices may also be maintained
at such other place or places, either within or without the State of Nevada, as
may be designed from time to time by the Board of Directors, where meetings of
the stockholders and of the Directors may be held with the same effect as though
done or held at said principal office.
ARTICLE II
MEETING OF STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders,
commencing with the year 1996, shall be held at the registered office of the
corporation, or at such other place as may be specified or fixed in the notice
of such meetings in the month of or the month preceding the due date of the
annual list of the officers and directors of the corporation at such time as the
shareholders shall decide, for the election of directors and for the transaction
of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in the
manner provided in Section 5 of Article II of these Bylaws, or deliver a written
or printed notice of each annual meeting to each stockholder of record, entitled
to vote thereat, or may notify by telegram, at least ten and no more than sixty
(60) days before the date of such meeting.
SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any
place either within or without the State of Nevada as the place of meeting for
annual meeting or for any special meeting called by the Board of Directors. A
waiver of notice signed by all stockholders may designate any place either
within or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made, or if a special meeting be otherwise called,
the place of meeting shall be the principal office of Corporation in the State
of Nevada, except as otherwise provided in Section 6, Article II of these
Bylaws, entitled "Meeting of All Stockholders."
E-9
<PAGE>
SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall be
held at the principal office of the Corporation or at such other place as shall
be specified or fixed in a notice thereof. Such meetings of the stockholders may
be called at any time by the President or Secretary, or by a majority of the
Board of Directors then in office, and shall be called by the President with or
without Board approval or the written request of the holders of at least fifty
percent (50%) of the number of shares of the Corporation then outstanding and
entitled to vote, which written request shall state the object of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the place,
day and hour of the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the Secretary
to each stockholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
addressed to the stockholder at his address as it appears on the records of the
Corporation, with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to
that effect, waive any statutory or other notice of any meeting, whether such
statement be signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall meet
at any time and place, either within or without the State of Nevada, and consent
to the holding of the meeting at such time and place, such meeting shall be
valid without call or notice and at such meeting any corporate action may be
taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person or
by proxy of the holders of a majority of the outstanding stock entitled to vote
shall be necessary to constitute a quorum for the transaction of business, but a
lesser number may adjourn to some future time not less than seven (7) nor more
than twenty-one (21) days later, and the Secretary shall thereupon give at least
three (3) days' notice by mail to each stockholder entitled to vote who is
absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting
may be voice vote, but any qualified voter may demand a stock vote whereupon
such stock vote shall be taken by ballot, each of which shall state the name of
the stockholder voting and the number of shares voted by him and, if such ballot
be cast by proxy, it shall also state the name of such proxy; provided, however,
that the mode of voting prescribed by statute for any particular case shall be
in such case followed.
E-10
<PAGE>
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may
be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event any such instrument in writing shall designate two or more
persons to act as proxies, a majority of such persons present at the meeting,
or, if only one shall be present, then that one shall have and may exercise all
of the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No such proxy shall be
valid after the expiration of six months from the date of its execution, unless
coupled with an interest, or unless the person executing it specified therein
the length of time for which it is to continue in force, which in no case shall
exceed seven years from the date of its execution. Subject to the above, any
proxy duly executed is not revoked and continues in full force and effect until
any instrument revoking it or a duly executed proxy bearing a later date is
filed with the secretary of the Corporation. At no time shall any proxy be valid
which shall be filed less than ten (10) hours before the commencement of the
meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer
books for shares of the corporation shall make, at least three days before each
meeting of stockholders, a complete list of the stockholders entitled to vote at
such meeting, arranged in alphabetical order with the number of shares held by
each, which list for a period of two days prior to such meeting shall be kept on
file at the registered office of the corporation and shall be subject to
inspection by any stockholder at any time during the whole time of the meeting.
The original share ledger or transfer book, or duplicate thereof, kept in this
state, shall be prima facie evidence as to who are the stockholders entitled to
examine such list or share ledger or transfer book or to vote at any meeting of
stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the Corporation may provide
that the stock transfer books be closed for stated period but not to exceed in
any case sixty (60) days before such determination. If the stock transfer books
be closed for the purpose of determining stockholders entitled to notice of a
meeting of stockholders, such books shall be closed for at least fifteen days
immediately preceding such meeting. In lieu of closing the stock transfer books,
the Board of Directors may fix in advance a date in any case to be not more than
sixty (60) days, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed and no record date is fixed for
determination of stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record of date for such determinations of
shareholders.
E-11
<PAGE>
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the
name of another corporation, domestic or foreign, may be voted by such officer,
agent or proxy as the Bylaws of such corporation by prescribe, or, in the
absence of such provisions, as the Board of Directors of such corporation may
determine. Shares standing in the name of a deceased person may be voted by his
administrator or executor, either in person or by proxy. Shares standing in the
name of a guardian, conservator or trustee may be voted by such fiduciary either
in person or by proxy, but no guardian, conservator, or trustee shall be
entitled, as such fiduciary, to vote shares held by him without a transfer of
such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver,
and shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority so to do be
contained in an appropriate order of the court at which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until 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 this corporation 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 time, but shares of its own stock
held by it in a fiduciary capacity may be voted and shall be counted in
determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be
taken at a meeting of the stockholders or any other action which may be taken at
a meeting of the stockholders except the election of directors may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to vote at a meeting of
stockholders.
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ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have the control
and general management of the affairs and business of the Corporation. Such
directors shall in all cases act as Board, regularly convened, by a majority,
and they may adopt such rules and regulations for the conduct of their meetings
and the management of the Corporation, as they may deem proper, not inconsistent
with these Bylaws, Articles of Incorporation and the laws of the State of
Nevada. The Board of Directors shall further have the right to delegate certain
other powers to the Executive Committee as provided in these Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this
Corporation shall be managed by a Board of Directors consisting of five (5)
full-age members, until changed by amendment of the Articles of Incorporation or
by an amendment to these Bylaws adopted by the shareholders amending this
Section 2, Article III, and except as authorized by the Nevada Revised Statutes,
there shall in no event be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected at
the annual meeting of the stockholders except as hereinafter otherwise provided
for the filling of vacancies. Each director shall hold office for a term of one
year and until his successor shall have been duly chosen and shall have
qualified, or until his death, or until he shall resign or shall have been
removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors
occurring during the year through death, resignation, removal or other cause,
including vacancies caused by an increase in the number of directors, shall be
filled for the unexpired portion they constitute a quorum, at any special
meeting of the Board called for that purpose, or at any regular meeting thereof;
provided, however, that in the event the remaining directors do not represent a
quorum of the number set forth in Section 2 hereof, a majority of such remaining
directors may elect directors to fill any vacancies then existing.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors
shall be held each year immediately following the annual meeting of the
stockholders. Other regular meetings of the Board of Directors shall from time
to time by resolution be prescribed. No further notice of such annual or regular
meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any director. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Nevada, as the place for
holding any special meeting of the Board of Directors called by them.
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SECTION 7. NOTICE. Notice of any special meeting shall be given at least
twenty-four hours previous thereto by written notice if personally delivered, or
five days previous thereto if mailed to each director at his business address,
or by telegram. If mailed, such notice shall be deemed to have been delivered
when deposited in the United States mail so addressed with postage thereon
prepaid. If notice is given by telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the telegraph company. Any director
may waive notice of any meeting. The attendance of a director at any meeting
shall constitute a waive of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the
President shall serve as Chairman, or in the absence of the President, the
directors present shall choose by majority vote a director to preside as
Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the directors, whose
number is designated in Section 2 herein, shall constitute a quorum for the
transaction of business at any meeting and the act of a majority of the
directors present at any meeting at which a quorum is present shall be the act
of the Board of Directors. In the absence of a quorum, the majority of the
directors present may adjourn any meeting from time to time until a quorum be
had. Notice of any adjourned meeting need not be given. The directors shall act
only as a Board and the individual directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the directors may be
removed either with or without cause at any time by the vote or written consent
of the stockholders representing not less than two-thirds (2/3) of the issued
and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each
director is to have one vote, irrespective of the number of shares of stock that
he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the
directors may be paid their expenses, if any of attendance at each meeting of
the Board, and may be paid a fixed sum for attendance at meetings or a stated
salary of directors. No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
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SECTION 13. 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 conclusively presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as the
secretary of the meeting before the adjournment thereof or shall file forward
such dissent by certified or 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 such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its
discretion, appoint from its membership an Executive Committee of one or more
directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take any
action which the Board of Directors could take, except that the Executive
Committee shall not have the power either to issue or authorize the issuance of
shares of capital stock, to amend the Bylaws, or a resolution of the Board of
Directors. Any authorized action taken by the Executive Committee shall be as
effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee
may be held within or without the State of Nevada at such time and place as the
Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the executive committee
may be called by or at the request of the President or any member of the
Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least
one day previous thereto by written notice, telephone, telegram or in person.
Neither the business to be transacted, nor the purpose of a regular or special
meeting of the Executive Committee need be specified in the notice or waiver of
notice of such meeting. A member may waive notice of any meeting of the
Executive Committee. The attendance of a member at any meeting shall constitute
a waiver of notice of such meeting, except where a member attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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SECTION 6. QUORUM. A majority of the members of the Executive Committee
shall constitute a quorum for the transaction of business at any meeting of the
Executive Committee; provided that if fewer than a majority of the members are
present at said meting a majority of the members present may adjourn the meeting
from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members present
at a meeting at which a quorum is present shall be the act of the Executive
Committee, and said Committee shall keep regular minutes of its proceedings
which shall at all times be open for inspection by the Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who
is present at a meeting of the Executive Committee at which action on any
corporate matter is taken, shall be conclusively presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as secretary of the meeting before the adjournment thereof, or
shall forward such dissent by certified or registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a member of the Executive Committee who voted in
favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the corporation shall be a President,
Vice President, a Treasurer and a Secretary and such other or subordinate
officers as the Board of Directors may from time to time elect. One person may
hold the office and perform the duties of one or more of said officers. No
officer need be a member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of the
Corporation shall be chosen by the Board of Directors and they shall be elected
annually at the meeting of the Board of Directors and they shall be elected
annually at the meeting of the Board of Directors held immediately after each
annual meeting of the stockholders except as hereinafter otherwise provided for
filling vacancies. Each officer shall hold his office until his successor has
been duly chosen and has qualified, or until his death, or until he resigns or
has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors at any time whenever in
its judgment the best interests of the Corporation would be served thereby, and
such removal shall be without prejudice to the contract rights, if any, or the
person so removed.
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SECTION 4. VACANCIES. All vacancies in any office shall be filled by the
Board of Directors without undue delay, at any regular meeting, or at a meeting
specially called for that purpose.
SECTION 5. PRESIDENT. The President shall be the chief executive officer of
the corporation and shall have general supervision over the business of the
corporation and over its several officers, subject, however, to the control of
the Board of Directors. He may sign, with the Treasurer or with the Secretary or
any other proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the capital stock of the Corporation; may
sign and execute in the name of the Corporation deeds, mortgages, bonds,
contracts or other instruments authorized by the Board of Directors, except in
cases where signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation; and in general shall perform all duties incident to the duties of
the President, and such other duties as from time to time may be assigned to him
by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or
incapacity of the President, or as ordered by the Board of Directors, perform
the duties of the President, or such other duties or functions as may be given
to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of all
the funds and securities of the Corporation and deposit the same in the name of
the Corporation in such bank or trust company as the Board of Directors may
designate; he may sign or countersign all checks, drafts and orders for the
payment of money and may pay out and dispose of same under the direction of the
Board of Directors, and may sign or countersign all notes or other obligations
of indebtedness of the Corporation; he may sign with the President or Vice
President, certificates for shares of stock of the Corporation; he shall at all
reasonable times exhibit the books and accounts to any director or stockholder
of the Corporation under application at the office of the company during
business hours; and he shall, in general, perform all duties as from time to
time may be assigned to him by the President or by the Board of Directors. The
Board of Directors may at its discretion require that each officer authorized to
disburse the funds of the Corporation be bonded in such amount as it may deem
adequate.
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SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings
of the Board of Directors and also the minutes of the meetings of the
stockholders; he shall attend to the giving and serving of all notices of the
Corporation and shall affix the seal of the Corporation to all certificates of
stock, when signed and countersigned by the duly authorized officers, he may
sign certificates for shares of stock of the Corporation; he may sign or
countersign all checks, drafts and orders for the payment of money; he shall
have charge of the certificate book and such other books and papers as the Board
may direct; he shall keep a stock book containing the names alphabetically
arranged, of all persons who are stockholders of the Corporation, showing their
places of residence, the number of shares of stock held by them respectively,
the time when they respectively became the owners thereof, and the amount paid
thereof; and he shall, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and empower
other persons or other officers appointed by it to perform the duties and
functions of the officers specifically designated above by special resolution in
each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant
Treasurers shall respectively, as may be required by the Board of Directors,
give bonds for the faithful discharge of their duties, in such sums and with
such sureties as the Board of Directors shall determine. The Assistant
Secretaries as thereunto authorized by the Board of Directors may sign with the
President or Vice President certificates for shares of the capital stock of the
Corporation, issue of which shall have been authorized by resolution of the
Board of Directors. The Assistant Treasurers and Assistant Secretaries shall, in
general, perform such duties as may be assigned to them by the Treasurer or the
Secretary respectively, or by the President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify all
of its officers and directors, past, present and future, against any and all
expenses incurred by them, and each of them including but not limited to legal
fees, judgments and penalties which may be incurred, rendered or levied in any
legal action brought against any or all of them for or on account of any act or
omission alleged to have been committed while acting within the scope of their
duties as officers or directors of this Corporation.
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ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
the Board of Directors or approved by loan committee appointed by the Board of
Directors and charged with the duty of supervising investments. Such authority
may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of stocks of
the Corporation shall be in such form as shall be approved by the incorporators
or by the Board of Directors. The certificates shall be numbered in the order of
their issue, shall be signed by the President or the Vice President and by the
Secretary or the Treasurer, or by such other person or officer as may be
designated by the Board of Directors; and the seal of the Corporation shall be
affixed thereto, which said signatures of the duly designated officers and of
the seal of the Corporation. Every certificate authenticated by a facsimile of
such signatures and seal must be countersigned by a Transfer Agent to be
appointed by the Board of Directors, before issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may be
transferred by the delivery of the certificate accompanied either by an
assignment in writing on the back of the certificate or by written power of
attorney to sell, assign, and transfer the same on the books of the Corporation,
signed by the person appearing by the certificate to the owner of the shares
represented thereby, together with all necessary federal and state transfer tax
stamps affixed and shall be transferable on the books of the Corporation upon
surrender thereof so signed or endorsed. The person registered on the books of
the Corporation as the owner of any shares of stock shall be entitled to all
rights of ownership with respect to such shares.
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SECTION 3. REGULATIONS. The Board of Directors may make such rules and
regulations as it may deem expedient not inconsistent with the Bylaws or with
the Articles of Incorporation, concerning the issue, transfer and registration
of the certificates for shares of stock of the Corporation. It may appoint a
transfer agent or a registrar of transfers, or both, and it may require all
certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the Corporation alleged to have been lost or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost or destroyed. When authorizing such issue of
a new certificate or certificates, the Board of Directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
Corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the Corporation with respect to the certificate alleged
to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any
share or shares of stock as the holder in fact thereof and, accordingly, shall
not be bound to recognize any equitable or other claim to or interest in such
shares on the part of any other person, whether or not it shall have express or
other notice thereof, except as expressly provided by the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject to
the provisions of the Articles of Incorporation, if any, may be declared by the
Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its
discretion for a period not exceeding fifteen days preceding the date fixed for
holding any meeting, annual or special of the stockholders, or the day appointed
for the payment of a dividend.
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SECTION 4. Before payment of any dividend or making any distribution of
profits, there may be set aside out of funds of the Corporation available for
dividends, such sum or sums as the directors may from time to time, in their
absolute discretion, think proper as a reserve fund to meet contingencies, or
for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for any such other purpose as the directors shall think
conducive to the interest of the Corporation, and the directors may modify or
abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate seal which shall be in the
form of a Circle and shall bear the full name of the Corporation, the year of
its incorporation and the words "Corporate Seal, State of Nevada."
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of
each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions
of these Bylaws, or under the laws of the State of Nevada, or under the
provisions of the Articles of Incorporation, a waiver in writing signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be
adopted at any regular or special meeting of the Stockholders by a vote of the
stockholders owning a majority of the shares and entitled to vote thereat. These
Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at
any regular or special meeting of the Board of Directors of the Corporation (if
notice of such alteration or repeal be contained in the notice of such special
meeting) by a majority vote of the directors present at the meeting at which a
quorum is present, but any such amendment shall not be inconsistent with or
contrary to the provision of any amendment adopted by the stockholders.
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KNOW ALL MEN BY THESE PRESENTS, that the undersigned, being the Secretary
of U-Bake Gourmet Pizza, Inc., a Nevada corporation, hereby acknowledges that
the above and foregoing Bylaws were duly adopted as the Bylaws of said
Corporation on September 27, 1996.
IN WITNESS WHEREOF, I hereunto subscribe my name this 27th day of
September, 1996.
/s/ D. Mihran Freeland
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D. Mihran Freeland
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