UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934
2
ULTIMATE VENTURES V, INC.
(Exact name of registrant as specified in its charter)
Nevada Applied For
(State of organization) (I.R.S. Employer Identification No.)
3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 866-2500
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
ITEM 1. DESCRIPTION OF BUSINESS
Background
Ultimate Ventures V, Inc. (the "Company") is a Nevada corporation
formed on February 16, 2000. Its principal place of business is
located at 3675 Pecos-McLeod, Suite 1400, Las Vegas, NV 89121.
The Company was organized to engage in any lawful corporate
business, including but not limited to, participating in mergers
with and acquisitions of other companies. The Company has been in
the developmental stage since inception and has no operating
history other than organizational matters.
On February 17, 2000, the Company issued 5,000,000 shares of its
stock to the founder of the corporation and the sole officer and
director.
The primary activity of the Company currently involves seeking a
company or companies that it can acquire or with whom it can
merge. The Company has not selected any company as an acquisition
target or merger partner and does not intend to limit potential
candidates to any particular field or industry, but does retain
the right to limit candidates, if it so chooses, to a particular
field or industry. The Company's plans are in the conceptual
stage only.
The Board of Directors has elected to begin implementing the
Company's principal business purpose, described below under "Item
2, Plan of Operation". As such, the Company can be defined as a
"shell" company, whose sole purpose at this time is to locate and
consummate a merger or acquisition with a private entity.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules, and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan.
The Company is filing this registration statement on a voluntary
basis, pursuant to section 12(g) of the Securities Exchange Act
of 1934 (the "Exchange Act"), in order to ensure that public
information is readily accessible to all shareholders and
potential investors, and to increase the Company's access to
financial markets. In the event the Company's obligation to file
periodic reports is suspended pursuant to the Exchange Act, the
Company anticipates that it will continue to voluntarily file
such reports.
Risk Factors
The Company's business is subject to numerous risk factors,
including the following:
NO OPERATING HISTORY OR REVENUE AND MINIMAL ASSETS. The Company
has had no operating history and has received no revenues or
earnings from operations. The Company has no significant assets
or financial resources. The Company will, in all likelihood,
sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result
in the Company incurring a net operating loss which will increase
continuously until the Company completes a business combination
with a profitable business opportunity. There is no assurance
that the Company will identify a business opportunity or complete
a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's proposed plan of operation will depend to a
great extent on the operations, financial condition, and
management of the identified business opportunity. While
management intends to seek business combinations with entities
having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such
criteria. In the event the Company completes a business
combination, the success of the Company's operations may be
dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the
Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND
COMBINATIONS. The Company is, and will continue to be, an
insignificant participant in the business of seeking mergers and
joint ventures with, and acquisitions of small private entities.
A large number of established and well-financed entities,
including venture capital firms, are active in mergers and
acquisitions of companies which may also be desirable target
candidates for the Company. Nearly all such entities have
significantly greater financial resources, technical expertise,
and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying
possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete
with numerous other small public companies in seeking merger or
acquisition candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO
STANDARDS FOR BUSINESS COMBINATION. The Company has no
arrangement, agreement, or understanding with respect to engaging
in a business combination with any private entity. There can be
no assurance the Company will successfully identify and evaluate
suitable business opportunities or conclude a business
combination. Management has not identified any particular
industry or specific business within an industry for evaluations.
The Company has been in the developmental stage since inception
and has no operations to date. Other than issuing shares to its
original shareholders, the Company never commenced any
operational activities. There is no assurance the Company will be
able to negotiate a business combination on terms favorable to
the Company. The Company has not established a specific length of
operating history or a specified level of earnings, assets, net
worth or other criteria which it will require a target business
opportunity to have achieved, and without which the Company would
not consider a business combination in any form with such
business opportunity. Accordingly, the Company may enter into a
business combination with a business opportunity having no
significant operating history, losses, limited or no potential
for earnings, limited assets, negative net worth, or other
negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While
seeking a business combination, management anticipates devoting
up to twenty hours per month to the business of the Company. The
Company's officers have not entered into written employment
agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life
insurance on its officers or directors. Notwithstanding the
combined limited experience and time commitment of management,
loss of the services of any of these individuals would adversely
affect development of the Company's business and its likelihood
of continuing operations. See "MANAGEMENT."
CONFLICTS OF INTEREST - GENERAL. The Company's officers and
directors participate in other business ventures which compete
directly with the Company. Additional conflicts of interest and
non "arms-length" transactions may also arise in the event the
Company's officers or directors are involved in the management of
any firm with which the Company transacts business. The Company's
Board of Directors has adopted a resolution which prohibits the
Company from completing a combination with any entity in which
management serve as officers, directors or partners, or in which
they or their family members own or hold any ownership interest.
Management is not aware of any circumstances under which this
policy could be changed while current management is in control of
the Company. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS - CONFLICTS OF INTEREST."
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Companies subject to Section 13 of the Securities Exchange Act of
1934 (the "Exchange Act") must provide certain information about
significant acquisitions, including certified financial
statements for the company acquired, covering one or two years,
depending on the relative size of the acquisition. The time and
additional costs that may be incurred by some target entities to
prepare such statements may significantly delay or even preclude
the Company from completing an otherwise desirable acquisition.
Acquisition prospects that do not have or are unable to obtain
the required audited statements may not be appropriate for
acquisition so long as the reporting requirements of the 1934 Act
are applicable.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company
has not conducted or received results of market research
indicating that market demand exists for the transactions
contemplated by the Company. Moreover, the Company does not have,
and does not plan to establish, a marketing organization. If
there is demand for a business combination as contemplated by the
Company, there is no assurance the Company will successfully
complete such transaction.
LACK OF DIVERSIFICATION. In all likelihood, the Company's
proposed operations, even if successful, will result in a
business combination with only one entity. Consequently, the
resulting activities will be limited to that entity's business.
The Company's inability to diversify its activities into a number
of areas may subject the Company to economic fluctuations within
a particular business or industry, thereby increasing the risks
associated with the Company's operations.
REGULATION. Although the Company will be subject to regulation
under the Securities Exchange Act of 1934, management believes
the Company will not be subject to regulation under the
Investment Company Act of 1940, insofar as the Company will not
be engaged in the business of investing or trading in securities.
In the event the Company engages in business combinations which
result in the Company holding passive investment interests in a
number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. In such event, the
Company would be required to register as an investment company
and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal
determination from the Securities and Exchange Commission as to
the status of the Company under the Investment Company Act of
1940 and, consequently, any violation of such Act would subject
the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all
likelihood, result in shareholders of a private company obtaining
a controlling interest in the Company. Any such business
combination may require management of the Company to sell or
transfer all or a portion of the Company's common stock held by
them, or resign as members of the Board of Directors of the
Company. The resulting change in control of the Company could
result in removal of one or more present officers and directors
of the Company and a corresponding reduction in or elimination of
their participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS
COMBINATION. The Company's primary plan of operation is based
upon a business combination with a private concern which, in all
likelihood, would result in the Company issuing securities to
shareholders of such private company. Issuing previously
authorized and unissued common stock of the Company will reduce
the percentage of shares owned by present and prospective
shareholders, and a change in the Company's control and/or
management.
DISADVANTAGES OF BLANK CHECK OFFERING. The Company may enter into
a business combination with an entity that desires to establish a
public trading market for its shares. A target company may
attempt to avoid what it deems to be adverse consequences of
undertaking its own public offering by seeking a business
combination with the Company. The perceived adverse consequences
may include, but are not limited to, time delays of the
registration process, significant expenses to be incurred in such
an offering, loss of voting control to public shareholders, and
the inability or unwillingness to comply with various federal and
state securities laws enacted for the protection of investors.
These securities laws primarily relate to registering securities
and full disclosure of the Company's business, management, and
financial statements.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
the Company may undertake. Typically, these transactions may be
structured to result in tax-free treatment to both companies,
pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize
the federal and state tax consequences to both the Company and
the target entity. Management cannot assure that a business
combination will meet the statutory requirements for a tax-free
reorganization, or that the parties will obtain the intended tax-
free treatment upon a transfer of stock or assets. A non-
qualifying reorganization could result in the imposition of both
federal and state taxes, which may have an adverse effect on both
parties to the transaction.
REQUIREMENT OF AUDITED FINANCIAL STATEMENTS MAY DISQUALIFY
BUSINESS OPPORTUNITIES. Management believes that any potential
target company must provide audited financial statements for
review, and for the protection of all parties to the business
combination. One or more attractive business opportunities may
forego a business combination with the Company, rather than incur
the expenses associated with preparing audited financial
statements.
BLUE SKY CONSIDERATIONS. Because the securities registered
hereunder have not been registered for resale under the blue sky
laws of any state, and the Company has no current plans to
register or qualify its shares in any state, holders of these
shares and persons who desire to purchase them in any trading
market that might develop in the future, should be aware that
there may be significant state blue sky restrictions upon the
ability of new investors to purchase the securities. These
restrictions could reduce the size of any potential market. As a
result of recent changes in federal law, non-issuer trading or
resale of the Company's securities is exempt from state
registration or qualification requirements in most states.
However, some states may continue to restrict the trading or
resale of blind-pool or "blank-check" securities. Accordingly,
investors should consider any potential secondary market for the
Company's securities to be a limited one.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION
NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS
This statement includes projections of future results and
"forward-looking statements" as that term is defined in Section
27A of the Securities Act of 1933 as amended (the "Securities
Act"), and Section 21E of the Securities Exchange Act of 1934 as
amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical
fact, are forward-looking statements. Although Management
believes that the expectations reflected in these forward-looking
statements are reasonable, it can give no assurance that such
expectations will prove to have been correct. Important factors
that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without
limitation, in conjunction with those forward-looking statements
contained in this Statement.
Plan of Operation - General
The Company's plan is to seek, investigate, and if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
desiring the perceived advantages of a publicly held corporation.
At this time, the Company has no plan, proposal, agreement,
understanding, or arrangement to acquire or merge with any
specific business or company, and the Company has not identified
any specific business or company for investigation and
evaluation. No member of Management or any promoter of the
Company, or an affiliate of either, has had any material
discussions with any other company with respect to any
acquisition of that company. The Company will not restrict its
search to any specific business, industry, or geographical
location, and may participate in business ventures of virtually
any kind or nature. Discussion of the proposed business under
this caption and throughout this Registration Statement is
purposefully general and is not meant to restrict the Company's
virtually unlimited discretion to search for and enter into a
business combination.
The Company may seek a combination with a firm which only
recently commenced operations, or a developing company in need of
additional funds to expand into new products or markets or
seeking to develop a new product or service, or an established
business which may be experiencing financial or operating
difficulties and needs additional capital which is perceived to
be easier to raise by a public company. In some instances, a
business opportunity may involve acquiring or merging with a
corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock. The Company may purchase assets and establish wholly-owned
subsidiaries in various businesses or purchase existing
businesses as subsidiaries.
Selecting a business opportunity will be complex and extremely
risky. Because of general economic conditions, rapid
technological advances being made in some industries, and
shortages of available capital, management believes that there
are numerous firms seeking the benefits of a publicly-traded
corporation. Such perceived benefits of a publicly traded
corporation may include facilitating or improving the terms on
which additional equity financing may be sought, providing
liquidity for the principals of a business, creating a means for
providing incentive stock options or similar benefits to key
employees, providing liquidity (subject to restrictions of
applicable statutes) for all shareholders, and other items.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex.
Management believes that the Company may be able to benefit from
the use of "leverage" to acquire a target company. Leveraging a
transaction involves acquiring a business while incurring
significant indebtedness for a large percentage of the purchase
price of that business. Through leveraged transactions, the
Company would be required to use less of its available funds to
acquire a target company and, therefore, could commit those funds
to the operations of the business, to combinations with other
target companies, or to other activities. The borrowing involved
in a leveraged transaction will ordinarily be secured by the
assets of the acquired business. If that business is not able to
generate sufficient revenues to make payments on the debt
incurred by the Company to acquire that business, the lender
would be able to exercise the remedies provided by law or by
contract. These leveraging techniques, while reducing the amount
of funds that the Company must commit to acquire a business, may
correspondingly increase the risk of loss to the Company. No
assurance can be given as to the terms or availability of
financing for any acquisition by the Company. During periods when
interest rates are relatively high, the benefits of leveraging
are not as great as during periods of lower interest rates,
because the investment in the business held on a leveraged basis
will only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing. Lenders
from which the Company may obtain funds for purposes of a
leveraged buy-out may impose restrictions on the future
borrowing, distribution, and operating policies of the Company.
It is not possible at this time to predict the restrictions, if
any, which lenders may impose, or the impact thereof on the
Company.
The Company has insufficient capital with which to provide the
owners of businesses significant cash or other assets. Management
believes the Company will offer owners of businesses the
opportunity to acquire a controlling ownership interest in a
public company at substantially less cost than is required to
conduct an initial public offering. The owners of the businesses
will, however, incur significant post-merger or acquisition
registration costs in the event they wish to register a portion
of their shares for subsequent sale. The Company will also incur
significant legal and accounting costs in connection with the
acquisition of a business opportunity, including the costs of
preparing post-effective amendments, Forms 8-K, agreements, and
related reports and documents. Nevertheless, the officers and
directors of the Company have not conducted market research and
are not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction for the
owners of a businesses. The Company does not intend to make any
loans to any prospective merger or acquisition candidates or to
unaffiliated third parties.
The Company will not restrict its search for any specific kind of
firms, but may acquire a venture which is in its preliminary or
development stage, which is already in operation, or in
essentially any stage of its corporate life. It is impossible to
predict at this time the status of any business in which the
Company may become engaged, in that such business may need to
seek additional capital, may desire to have its shares publicly
traded, or may seek other perceived advantages which the Company
may offer. However, the Company does not intend to obtain funds
in one or more private placements to finance the operation of any
acquired business opportunity until such time as the Company has
successfully consummated such a merger or acquisition. The
Company also has no plans to conduct any offerings under
Regulation S.
Sources of Opportunities
The Company will seek a potential business opportunity from all
known sources, but will rely principally on personal contacts of
its officers and directors as well as indirect associations
between them and other business and professional people. It is
not presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
Management, while not especially experienced in matters relating
to the new business of the Company, will rely upon their own
efforts and, to a much lesser extent, the efforts of the
Company's shareholders, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants
or advisors, other than the Company's legal counsel and
accountants, will be utilized by the Company to effectuate its
business purposes described herein. However, if the Company does
retain such an outside consultant or advisor, any cash fee earned
by such party will need to be paid by the prospective
merger/acquisition candidate, as the Company has no cash assets
with which to pay such obligation. There have been no
discussions, understandings, contracts or agreements with any
outside consultants and none are anticipated in the future. In
the past, the Company's management has never used outside
consultants or advisors in connection with a merger or
acquisition.
As is customary in the industry, the Company may pay a finder's
fee for locating an acquisition prospect. If any such fee is
paid, it will be approved by the Company's Board of Directors and
will be in accordance with the industry standards. Such fees are
customarily between 1% and 5% of the size of the transaction,
based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably
down to 1% in a $4,000,000 transaction. Management has adopted a
policy that such a finder's fee or real estate brokerage fee
could, in certain circumstances, be paid to any employee,
officer, director or 5% shareholder of the Company, if such
person plays a material role in bringing a transaction to the
Company.
The Company will not have sufficient funds to undertake any
significant development, marketing, and manufacturing of any
products which may be acquired. Accordingly, if it acquires the
rights to a product, rather than entering into a merger or
acquisition, it most likely would need to seek debt or equity
financing or obtain funding from third parties, in exchange for
which the Company would probably be required to give up a
substantial portion of its interest in any acquired product.
There is no assurance that the Company will be able either to
obtain additional financing or to interest third parties in
providing funding for the further development, marketing and
manufacturing of any products acquired.
Evaluation of Opportunities
The analysis of new business opportunities will be undertaken by
or under the supervision of the officers and directors of the
Company (see "Item 5). Management intends to concentrate on
identifying prospective business opportunities which may be
brought to its attention through present associations with
management. In analyzing prospective business opportunities,
management will consider, among other factors, such matters as;
1. the available technical, financial and managerial resources
2. working capital and other financial requirements
3. history of operation, if any
4. prospects for the future
5. present and expected competition
6. the quality and experience of management services which may
be available and the depth of that management
7. the potential for further research, development or
exploration
8. specific risk factors not now foreseeable but which then may
be anticipated to impact the proposed activities of the Company
9. the potential for growth or expansion
10. the potential for profit
11. the perceived public recognition or acceptance of products,
services or trades
12. name identification
Management will meet personally with management and key personnel
of the firm sponsoring the business opportunity as part of their
investigation. To the extent possible, the Company intends to
utilize written reports and personal investigation to evaluate
the above factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be
obtained.
Opportunities in which the Company participates will present
certain risks, many of which cannot be identified adequately
prior to selecting a specific opportunity. The Company's
shareholders must, therefore, depend on Management to identify
and evaluate such risks. Promoters of some opportunities may have
been unable to develop a going concern or may present a business
in its development stage (in that it has not generated
significant revenues from its principal business activities prior
to the Company's participation.) Even after the Company's
participation, there is a risk that the combined enterprise may
not become a going concern or advance beyond the development
stage. Other opportunities may involve new and untested products,
processes, or market strategies which may not succeed. Such risks
will be assumed by the Company and, therefore, its shareholders.
The investigation of specific business opportunities and the
negotiation, drafting, and execution of relevant agreements,
disclosure documents, and other instruments will require
substantial management time and attention as well as substantial
costs for accountants, attorneys, and others. If a decision is
made not to participate in a specific business opportunity the
costs incurred in the related investigation would not be
recoverable. Furthermore, even if an agreement is reached for the
participation in a specific business opportunity, the failure to
consummate that transaction may result in the loss by the Company
of the related costs incurred.
There is the additional risk that the Company will not find a
suitable target. Management does not believe the Company will
generate revenue without finding and completing a transaction
with a suitable target company. If no such target is found,
therefore, no return on an investment in the Company will be
realized, and there will not, most likely, be a market for the
Company's stock.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise, or
licensing agreement with another corporation or entity. It may
also purchase stock or assets of an existing business. Once a
transaction is complete, it is possible that the present
management and shareholders of the Company will not be in control
of the Company. In addition, a majority or all of the Company's
officers and directors may, as part of the terms of the
transaction, resign and be replaced by new officers and directors
without a vote of the Company's shareholders.
It is anticipated that securities issued in any such
reorganization would be issued in reliance on exemptions from
registration under applicable Federal and state securities laws.
In some circumstances, however, as a negotiated element of this
transaction, the Company may agree to register such securities
either at the time the transaction is consummated, under certain
conditions, or at specified time thereafter. The issuance of
substantial additional securities and their potential sale into
any trading market which may develop in the Company's Common
Stock may have a depressive effect on such market.
While the actual terms of a transaction to which the Company may
be a party cannot be predicted, it may be expected that the
parties to the business transaction will find it desirable to
avoid the creation of a taxable event and thereby structure the
acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of 1986,
as amended (the "Code"). In order to obtain tax free treatment
under the Code, it may be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the
surviving entity. In such event, the shareholders of the Company,
including investors in this offering, would retain less than 20%
of the issued and outstanding shares of the surviving entity,
which could result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and directors of
the Company will meet personally with management and key
personnel, may visit and inspect material facilities, obtain
independent analysis or verification of certain information
provided, check references of management and key personnel, and
take other reasonable investigative measures, to the extent of
the Company's limited financial resources and management
expertise.
The manner in which the Company participates in an opportunity
with a target company will depend on the nature of the
opportunity, the respective needs and desires of the Company and
other parties, the management of the opportunity, and the
relative negotiating strength of the Company and such other
management.
With respect to any mergers or acquisitions, negotiations with
target company management will be expected to focus on the
percentage of the Company which the target company's shareholders
would acquire in exchange for their shareholdings in the target
company. Depending upon, among other things, the target company's
assets and liabilities, the Company's shareholders will, in all
likelihood, hold a lesser percentage ownership interest in the
Company following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the event
the Company acquires a target company with substantial assets.
Any merger or acquisition effected by the Company can be expected
to have a significant dilutive effect on the percentage of shares
held by the Company's then shareholders, including purchasers in
this offering.
Management has advanced, and will continue to advance, funds
which shall be used by the Company in identifying and pursuing
agreements with target companies. Management anticipates that
these funds will be repaid from the proceeds of any agreement
with the target company, and that any such agreement may, in
fact, be contingent upon the repayment of those funds.
Competition
The Company is an insignificant participant among firms which
engage in business combinations with, or financing of,
development-stage enterprises. There are many established
management and financial consulting companies and venture capital
firms which have significantly greater financial and personal
resources, technical expertise and experience than the Company.
In view of the Company's limited financial resources and
management availability, the Company will continue to be at
significant competitive disadvantage vis-a-vis the Company's
competitors.
Year 2000 Compliance
The Company is aware of the issues associated with the
programming code in existing computer systems as the year 2000
approaches. The Company has assessed these issues as they relate
to the Company, and since the Company currently has no operating
business and does not use any computers, and since it has no
customers, suppliers or other constituents, it does not believe
that there are any material year 2000 issues to disclose in this
Form 10-SB.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer which is or holds itself out as being
engaged primarily in the business of investing, reinvesting or
trading securities. While the Company does not intend to engage
in such activities, the Company may obtain and hold a minority
interest in a number of development stage enterprises. The
Company could be expected to incur significant registration and
compliance costs if required to register under the Investment
Company Act of 1940. Accordingly, management will continue to
review the Company's activities from time to time with a view
toward reducing the likelihood the Company could be classified as
an "investment company".
The Company intends to structure a merger or acquisition in such
manner as to minimize Federal and state tax consequences to the
Company and to any target company.
Employees
The Company's only employees at the present time are its officers
and directors, who will devote as much time as the Board of
Directors determine is necessary to carry out the affairs of the
Company. (See "Item 5").
ITEM 3. DESCRIPTION OF PROPERTY.
The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from the Resident Agent, located at 3675 Pecos-McLeod,
Suite 1400, Las Vegas, NV 89121, at no cost to the Company, and
Management expects this arrangement to continue. The sole officer
and director of the Company is currently employed by Incorp
Services, Inc., the resident agent for the Company. The Company
pays its own charges for long distance telephone calls and other
miscellaneous secretarial, photocopying, and similar expenses.
This is a verbal agreement between the Resident Agent and the
Board of Directors.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.
The following table sets forth each person known to the Company,
as of February 18, 2000, to be a beneficial owner of five percent
(5%) or more of the Company's common stock, by the Company's
directors individually, and by all of the Company's directors and
executive officers as a group. In this case, the only holder of
100% of the Company's common stock is the sole director and
executive officer, so only one table is shown.
<TABLE>
<S> <C> <C> <C>
Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Douglas Ansell 5,000,000 100%
PO Box 96843
Las Vegas, NV 89193-
6843
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS
The members of the Board of Directors of the Company serve until
the next annual meeting of the stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
There are no agreements for any officer or director to resign at
the request of any other person, and none of the officers or
directors named below are acting on behalf of, or at the
direction of, any other person.
The Company's officers and directors will devote their time to
the business on an "as-needed" basis, which is expected to
require 5-10 hours per month.
Information as to the directors and executive officers of the
Company is as follows:
<TABLE>
<S> <C> <C>
Name/Address Age Position
Douglas Ansell 32 President/Secretary/T
PO Box 96843 reasurer/Director
Las Vegas, NV 89193-
6843
</TABLE>
Douglas Ansell; President/Secretary/Treasurer/Director
Mr. Douglas Ansell has been a director and officer of the Company
since its inception on February 16, 2000.
Since June 1998, Mr. Ansell has overseen the operations and been
employed by Incorp Services, Inc., a company that provides
incorporation and corporate services to individuals and
corporations. Incorp Services, Inc. is currently the resident
agent of the Company. Additionally, he performs at the MGM Grand
Hotel/Casino/Theme Park in Las Vegas, Nevada.
From May 1997 to June 1998, Mr. Ansell performed corporate
services for individuals and corporations on an independent
contractor basis.
From October 1995 to May 1997, Mr. Ansell was in charge of
research and development of special projects for Facade Systems,
Inc., Las Vegas, Nevada where he had previously overseen the
development of custom "touch screen" cash control and security
applications for the casino and hospitality industries. More
recently, he has focused his development efforts on the design
and engineering or second-generation artificially intelligent
document management applications.
Since 1981, Mr. Ansell has served in various consulting and
programming capacities within the computer, entertainment, and
gaming industries including, but not limited to, consulting and
software engineering for Desert Coin Corporation, Las Vegas,
Nevada between February 1995 and October 1995 where his duties
included the development of various cash control and anti-theft
systems.
Since 1988, Mr. Ansell has been recognized within the music
industry as one of the nation's top MIDI (Musical Digital
Interface) programmers as well as being highly regarded for his
production and performance skills.
Blank Check Experience
In addition to the experience described above, Mr. Douglas Ansell
is or has been a director and/or officer of a number of blank
check companies.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Incorporation Name Form File File Auto. Date Status
Type Date Number Effecti Cleare (3)
ve Date d by
(4) SEC
(1)
Austin Land & Form 8/31/9 0- 10/30/9 9/2/99 Merge
Development, Inc. 10SB 9 27189 9 d
Austin Land & N/A N/A N/A N/A N/A Merged
Resources, Inc.
Frozen Assets, N/A N/A N/A N/A N/A Merged
Inc.
Caye Chapel, Inc. N/A N/A N/A N/A N/A Merged
Austin Underground N/A N/A N/A N/A N/A Merged
K-9 Protection, Form 8/12/9 0- 10/11/9 8/17/9 Merged
Inc. 10SB 9 27007 9 9
Boogie Knights, N/A N/A N/A N/A N/A No
Inc.
Daughter Judy, N/A N/A N/A N/A N/A No
Inc.
Disco Inferno, N/A N/A N/A N/A N/A No
Inc.
The Computer N/A N/A N/A N/A N/A No
Giftware Co.
Panda Pacific, N/A N/A N/A N/A N/A No
Inc.
Momentum N/A N/A N/A N/A N/A No
Entertainment,
Inc.
Brookshire N/A N/A N/A N/A N/A No
Atlantic, Inc.
Master Tan, Inc. N/A N/A N/A N/A N/A No
Relational N/A N/A N/A N/A N/A No
Concepts, Inc.
Ultimate Ventures Form 2/24/0 0- 4/24/00 (2) No
I, Inc. 10SB 0 29675
Ultimate Ventures, Form 2/24/0 0- 4/24/00 (2) No
II, Inc. 10SB 0 29677
Ultimate Ventures Form 2/24/0 0- 4/24/00 (2) No
III, Inc. 10SB 0 29679
Ultimate Ventures Form 2/24/0 0- 4/24/00 (2) No
IV, Inc. 10SB 0 29681
</TABLE>
(1) The date the SEC determined it had no further comments in
the registration statement.
(2) The SEC is still reviewing the registration statements and
may have additional comments.
(3) Under Merger Status "Merged" represents either a merger or
an acquisition has occurred and "No" represents that the company
is currently seeking a merger or acquisition candidate. More
detailed information for each merger is disclosed in the
following paragraphs.
(4) The Form 10-SB is automatically effective 60 days after
filing with the SEC. On the 61st day of filing, each company
becomes subject to the reporting requirements of Securities
Exchange Act of 1934.
Austin Land & Development, Inc. - Officer and Director from
August 1995 through January 2000. He resigned after
merger with Merlin
Austin Land & Resources, Inc. - Secretary from September
1995 through April 1999. He resigned as part of a merger
agreement with Tangible Assets Galleries, Inc. Mr. Ansell
received no compensation as part of the merger, other
than shares in Tangible Assets Galleries, Inc., which
were granted in the same amount as all other shareholders
received.
Frozen Assets, Inc. - Officer and Director from June 1995
through March 1998. He resigned as part of a merger
agreement with Growth Industries, Inc., which then merged
with Fragrance Express, Inc., which then again merged
with National Boston Medical, Inc. Mr. Ansell received no
compensation as part of the merger, other than shares in
the surviving entity, which were granted in the same
amount as all other shareholders received.
Caye Chapel, Inc. - Officer and Director from September 1995
through October 1998. He resigned as part of a merger
agreement in October 1998. Mr. Ansell received no
compensation as part of the merger, other than shares in
the surviving entity, which were granted in the same
amount as all other shareholders received.
Boogie Knights, Inc. - Officer and Director since May 1998.
Daughter Judy, Inc. - Officer and Director since June 1998.
Disco Inferno, Inc. - Officer and Director since May 1998.
The Computer Giftware Co. - Officer and Director from
February 1996 through February 1998.
Panda Pacific, Inc. - Officer and Director since May 1997.
Austin Underground - Officer and Director from September
1995 through April 5, 1999. He resigned after merger
with SaleOutlet.com, Inc. Mr. Ansell received no
compensation as part of the merger, other than shares in
the surviving entity, which were granted in the same
amount as all other shareholders received.
Momentum Entertainment, Inc. - Officer and Director since
January 1998.
Brookshire Atlantic, Inc. - Officer and Director since
January 1999.
Master Tan, Inc. - Officer and Director since September
1998.
K-9 Protection, Inc. - Officer and Director from July 1996
through March, 2000. He resigned after merger with 1st
Miracle Group, Inc. Mr. Ansell received no compensation
as part of the merger, other than shares in the surviving
entity, which were granted in the same amount as all
other shareholders received.
Relational Concepts, Inc. - Officer and Director since April
1999.
<TABLE>
<S> <C> <C> <C> <C>
Incorporation Name Form File Effective Status
Type Number Date (1)
Computer Giftware Form S- 33-18385- 2/9/88 Merge
Co. (2) 18 LA d
</TABLE>
(1) Under Status "No" represents that the company is currently
seeking a merger or acquisition candidate.
The Company's Board of Directors has not established any
committees.
Conflicts of Interest
Insofar as the officers and directors are engaged in other
business activities, management anticipates it will devote only a
minor amount of time to the Company's affairs. The officers and
directors of the Company may in the future become shareholders,
officers or directors of other companies which may be formed for
the purpose of engaging in business activities similar to those
conducted by the Company. The Company does not currently have a
right of first refusal pertaining to opportunities that come to
management's attention insofar as such opportunities may relate
to the Company's proposed business operations.
The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director. Subject to the next paragraph, if a
situation arises in which more than one company desires to merge
with or acquire that target company and the principals of the
proposed target company have no preference as to which company
will merge or acquire such target company, the company of which
the President first became an officer and director will be
entitled to proceed with the transaction. Except as set forth
above, the Company has not adopted any other conflict of interest
policy with respect to such transactions.
Investment Company Act of 1940
Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION
None of the Company's officers and/or directors receive any
compensation for their respective services rendered to the
Company, nor have they received such compensation in the past.
They both have agreed to act without compensation until
authorized by the Board of Directors, which is not expected to
occur until the Registrant has generated revenues from operations
after consummation of a merger or acquisition. As of the date of
this registration statement, the Company has no funds available
to pay directors. Further, none of the directors are accruing any
compensation pursuant to any agreement with the Company.
It is possible that, after the Company successfully consummates a
merger or acquisition with an unaffiliated entity, that entity
may desire to employ or retain one or more members of the
Company's management for the purposes of providing services to
the surviving entity, or otherwise provide other compensation to
such persons. However, the Company has adopted a policy whereby
the offer of any post-transaction remuneration to members of
management will not be a consideration in the Company's decision
to undertake any proposed transaction. Each member of management
has agreed to disclose to the Company's Board of Directors any
discussions concerning possible compensation to be paid to them
by any entity which proposes to undertake a transaction with the
Company and further, to abstain from voting on such transaction.
Therefore, as a practical matter, if each member of the Company's
Board of Directors is offered compensation in any form from any
prospective merger or acquisition candidate, the proposed
transaction will not be approved by the Company's Board of
Directors as a result of the inability of the Board to
affirmatively approve such a transaction.
It is possible that persons associated with management may refer
a prospective merger or acquisition candidate to the Company. In
the event the Company consummates a transaction with any entity
referred by associates of management, it is possible that such an
associate will be compensated for their referral in the form of a
finder's fee. It is anticipated that this fee will be either in
the form of restricted common stock issued by the Company as part
of the terms of the proposed transaction, or will be in the form
of cash consideration. However, if such compensation is in the
form of cash, such payment will be tendered by the acquisition or
merger candidate, because the Company has insufficient cash
available. The amount of such finder's fee cannot be determined
as of the date of this registration statement, but is expected to
be comparable to consideration normally paid in like
transactions. No member of management of the Company will receive
any finders fee, either directly or indirectly, as a result of
their respective efforts to implement the Company's business plan
outlined herein. Persons "associated" with management is meant to
refer to persons with whom management may have had other business
dealings, but who are not affiliated with or relatives of
management.
No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by the
Registrant for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Board of Directors has passed a resolution which contains a
policy that the Company will not seek an acquisition or merger
with any entity in which any of the Company's Officers,
Directors, principal shareholders or their affiliates or
associates serve as officer or director or hold any ownership
interest. Management is not aware of any circumstances under
which this policy may be changed through their own initiative.
The proposed business activities described herein classify the
Company as a "blank check" company. Many states have enacted
statutes, rules and regulations limiting the sale of securities
of "blank check" companies in their respective jurisdictions.
Management does not intend to undertake any efforts to cause a
market to develop in the Company's securities until such time as
the Company has successfully implemented its business plan
described herein.
ITEM 8. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by
or against the Company has been threatened.
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
There is no current market for the Company's stock. There has
been no trading in the Company's stock, therefore high and low
bid quotations are not available.
There is 1 record owner of the Company's stock. The Company has
never paid a cash dividend and has no present intention of doing
so in the foreseeable future.
Market Price
The Registrant's Common Stock is not quoted at the present time.
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.
The National Association of Securities Dealers, Inc. (the
"NASD"), which administers NASDAQ, has recently made changes in
the criteria for initial listing on the NASDAQ Small Cap market
and for continued listing. For initial listing, a company must
have net tangible assets of $4 million, market capitalization of
$50 million or net income of $750,000 in the most recently
completed fiscal year or in two of the last three fiscal years.
For initial listing, the common stock must also have a minimum
bid price of $4 per share. In order to continue to be included on
NASDAQ, a company must maintain $2,000,000 in net tangible assets
and a $1,000,000 market value of its publicly-traded securities.
In addition, continued inclusion requires two market-makers and a
minimum bid price of $1.00 per share.
Management intends to strongly consider undertaking a transaction
with any merger or acquisition candidate which will allow the
Company's securities to be traded without the aforesaid
limitations. However, there can be no assurances that, upon a
successful merger or acquisition, the Company will qualify its
securities for listing on NASDAQ or some other national exchange,
or be able to maintain the maintenance criteria necessary to
insure continued listing. The failure of the Company to qualify
its securities or to meet the relevant maintenance criteria after
such qualification in the future may result in the discontinuance
of the inclusion of the Company's securities on a national
exchange. In such events, trading, if any, in the Company's
securities may then continue in the non-NASDAQ over-the-counter
market. As a result, a shareholder may find it more difficult to
dispose of, or to obtain accurate quotations as to the market
value of, the Company's securities.
Holders
There is 1 holder of the Company's Common Stock. On February 17,
2000, the Company issued 5,000,000 shares of its stock to the
founder of the corporation and the sole officer and director.
Dividends
The Registrant has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
With respect to the sales made, the Registrant relied on Section
4(2) of the Securities Act of 1933, as amended. No advertising or
general solicitation was employed in offering the shares. The
securities were offered for investment only and not for the
purpose of resale or distribution, and the transfer thereof was
appropriately restricted.
Of the issued and outstanding shares, all 5,000,000 are subject
to resale restrictions and, unless registered under the
Securities Act of 1933 (the "Act") or exempted under another
provision of the Act, will be ineligible for sale in the public
market. In general, under Rule 144, a person (or persons whose
shares are aggregated) who has satisfied a one year holding
period, under certain circumstances, may sell within any three-
month period a number of shares which does not exceed the greater
of one percent of the then outstanding Common Stock or the
average weekly trading volume during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation
by a person who has satisfied a two-year holding period and who
is not, and has not been for the preceding three months, an
affiliate of the Company.
In a letter dated January 21, 2000, Mr. Richard K. Wulff, Chief
of the Office of Small Business, opined that Rule 144 is not
available with respect to stock of blank-check companies. Under
this opinion, the stock would never become free of trading
restrictions unless registered.
ITEM 11. DESCRIPTION OF SECURITIES.
Common Stock
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, par value $0.001 per share,
of which 5,000,000 are issued and outstanding. The shares are non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to one vote for each share on all matters to be voted on by the
stockholders. The shares are fully paid, non-assessable, without
pre-emptive rights, and do not carry cumulative voting rights.
Holders of common shares are entitled to share ratably in
dividends, if any, as may be declared by the Company from time-to-
time, from funds legally available. In the event of a
liquidation, dissolution, or winding up of the Company, the
holders of shares of common stock are entitled to share on a pro-
rata basis all assets remaining after payment in full of all
liabilities.
Management is not aware of any circumstances in which additional
shares of any class or series of the Company's stock would be
issued to management or promoters, or affiliates or associates of
either.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.
Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.
ITEM 13. FINANCIAL STATEMENTS.
The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
The Registrant has not changed accountants since its formation,
and Management has had no disagreements with the findings of its
accountants.
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.
FINANCIAL STATEMENTS
Report of Independent Auditors, Merdinger, Fruchter,
Rosen & Corso, P.C., dated February 23, 2000
Balance Sheet as of February 16, 2000
Notes to Financial Statements
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
888 SEVENTH AVENUE
NEW YORK, NEW YORK 10106
----------------
TEL: (212) 757-6400
FAX: (212) 757-6124
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of ULTIMATE
VENTURES V, INC. as of February 16, 2000. The financial statement
is the responsibility of the Company's management. Our
responsibility is to express an opinion on this financial
statement based on our audit.
We conduct our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audit provide a reasonable basis for our opinion.
In our opinion, the Balance Sheet referred to above presents
farily, in all material respects, the financial position of
ULTIMATE VENTURES V, INC. as of February 16, 2000 in conformity
with generally accepted accounting principles.
/s/ Merdinger, Fruchter, Rosen & Corso, P.C.
MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
Certified Public Accountants
New York, New York
February 23, 2000
ULTIMATE VENTURES V, INC.
BALANCE SHEET
FEBRUARY 16, 2000
<TABLE>
<S> <C>
ASSETS $
-
LIABILITIES
-
CAPITAL
Subscription of Stock Receivable (5,000)
Common Stock, $0.001 par value; 5,000
50,000,000 shares authorized,
5,000,000 share issued and outstanding
Total Capital -
TOTAL CAPITAL AND LIABILITIES $ -
</TABLE>
The accompanying note is an integral part of the financial
statement.
ULTIMATE VENTURES V, INC.
NOTES TO FINANCIAL STATEMENTS
FEBRUARY 16, 2000
NOTE 1 - NATURE OF OPERATIONS
Ultimate Ventures V, Inc. was incorporated under the laws of
Nevada on Februrary 16, 2000. The Company was organized to engage
in any lawful corporate business, including but not limited to,
participating in mergeres with and acquisitions of other
companies. The Company has been in the developmentall stage since
inception and has no operating history other than organizational
matters.
NOTE 2 - COMMON STOCK
The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, par value $0.001 per share,
of which 5,000,000 are issued and outstanding as of February 16,
2000. The shares are non-assessable, without pre-emptive rights,
and do not carry cumulative voting rights. Holders of common
shares are entitled to one vote for each share on all matters to
be voted on by the stockholders. The shares are fully paid, non-
assessable, without pre-emptive rights, and do not carry
cumulative voting rights. Holders of common shares are entitled
to share ratably in dividends, if any, as may be declared by the
Company from time-to-time, from funds legally available. In the
event of a liquidation, dissolution, or winding up of the
Company, the holders of shares of common stock are entitled to
share on a pro-rata basis all assets remaining after payment in
full of all liabilities.
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property at this
time. The Company does have the use of a limited amount of office
space from the Resident Agent, located at 3675 Pecos-McLeod,
Suite 1400, Las Vegas, NV 89121, at no cost to the Company, and
Management expects this arrangement to continue. The sole officer
and director of the Company is currently employed by Incorp
Services, Inc., the resident agent for the Company. The Company
pays its own charges for long distance telephone calls and other
miscellaneous secretarial, photocopying, and similar expenses.
This is a verbal agreement between the Resident Agent and the
Board of Directors.
EXHIBITS
3.1 Articles of Incorporation
3.2 By-Laws
Articles Of Incorporation
Of
Ultimate Ventures V, Inc.
Know all men by these present that the undersigned have this day
voluntarily associated ourselves together for the purpose of
forming a corporation under and pursuant to the provisions of
Nevada Revised Statutes 78.010 to Nevada Revised Statues 78.090
inclusive as amended and state and certify that the articles of
incorporation are as follows:
First: Name
The name of the corporation is Ultimate Ventures V, Inc.,
(The "Corporation").
Second: Registered Office and Agent
The address of the registered office of the corporation in the
State Of Nevada is 3675 Pecos-McLeod, Suite 1400, in the city of
Las Vegas, County of Clark. The name and address of the
corporation's Registered Agent in the State of Nevada is Incorp
Services, Inc., at said address, until such time as another agent
is duly authorized and appointed by the corporation.
Third: Purpose and Business
The purpose of the corporation is to engage in any lawful
act or activity for which corporations may now or hereafter be
organized under the Nevada Revised Statutes of the State of
Nevada, including, but not limited to the following:
(a) The Corporation may at any time exercise
such rights, privileges, and powers, when not
inconsistent with the purposes and object for
which this corporation is organized;
(b) The Corporation shall have power to have
succession by its corporate name in perpetuity,
or until dissolved and its affairs wound up
according to law;
(c) The Corporation shall have power to sue
and be sued in any court of law or equity;
(d) The Corporation shall have power to make
contracts;
(e) The Corporation shall have power to hold,
purchase and convey real and personal estate
and to 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;
(f) The corporation shall have power to
appoint such officers and agents as the affairs
of the Corporation shall requite and allow them
suitable compensation;
(g) The Corporation shall have power to make
bylaws 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 stockholders;
(h) The Corporation shall have the power to
wind up and dissolve itself, or be wound up or
dissolved;
(i) The Corporation shall have the power to
adopt and use a common seal or stamp, or to not
use such seal or stamp and if one is used, to
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 it desires, but such use or non-
use shall not in any way affect the legality of
the document;
(j) The Corporation Shall have the 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, or for any other lawful purpose of
its incorporation; to issue bonds, promissory
notes, bills of exchange, debentures and other
obligations and evidence 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 another lawful object;
(k) The Corporation shall have the 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 evidence in indebtedness
created by any other corporation or
corporations in the State of Nevada, or any
other state or government and, while the owner
of such stock, bonds, securities or evidence of
indebtedness, to exercise all the rights,
powers and privileges of ownership, including
the right to vote, if any;
(l) The Corporation shall have the 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;
(m) The Corporation shall have 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 in any foreign
country;
(n) The Corporation shall have the power to do
all and everything necessary and proper for the
accomplishment of the objects enumerated in its
articles of incorporation, or any amendments
thereof, or necessary 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 purposes of the Corporation, whether or not
such business is similar in nature to the
purposes set forth in the articles of
incorporation of the Corporation, or any
amendment thereof;
(o) The Corporation shall have the power to
make donations for the public welfare or for
charitable, scientific or educational purposes;
(p) The Corporation shall have the power to
enter partnerships, general or limited, or
joint ventures, in connection with any lawful
activities.
Fourth: Capital Stock
1.Classes and Number of Shares. The total number of shares of
all classes of stock, which the corporation shall have
authority to issue is Fifty-Million (50,000,000), consisting
of Fifty-Million (50,000,000) shares of Common Stock with a
par value of $0.001 per share (The "Common Stock").
2.Powers and Rights of Common Stock
(a) Preemptive Right. No shareholders of the
Corporation holding common stock shall have any
preemptive or other right to subscribe for any
additional un-issued or treasury shares of stock or for
other securities of any class, or for rights, warrants
or options to purchase stock, or for scrip, or for
securities of any kind convertible into stock or
carrying stock purchase warrants or privileges unless
so authorized by the Corporation;
(b) Voting Rights and Powers. With respect to all
matters upon which stockholders are entitled to vote or
to which stockholders are entitled to give consent, the
holders of the outstanding shares of the Common Stock
shall be entitled to cast thereon one (1) vote in
person or by proxy for each share of the Common Stock
standing in his/her name;
(c) Dividends and Distributions
(i) Cash Dividends. Holders of Common Stock
shall be entitled to receive such cash
dividends as may be declared thereon by the
Board of Directors from time to time out of
assets of funds of the Corporation legally
available therefor;
(ii) Other Dividends and Distributions. The
Board of Directors may issue shares of the
Common Stock in the form of a distribution or
distributions pursuant to a stock dividend or
split-up of the shares of the Common Stock;
(iii) Other Rights. Except as otherwise
required by the Nevada Revised Statutes and
as may otherwise be provided in these
Articles of Incorporation, each share of the
Common Stock shall have identical powers,
preferences and rights, including rights in
liquidation;
3.Issuance of the Common Stock. The Board of Directors of the
Corporation may from time to time authorize by resolution the
issuance of any or all shares of the Common Stock herein
authorized in accordance with the terms and conditions set
forth in these Articles of Incorporation for such purposes, in
such amounts, to such persons, corporations, or entities, for
such consideration all as the Board of Directors in its
discretion may determine and without any vote or other action
by the stockholders, except as otherwise required by law. The
Board of Directors, from time to time, also may authorize, by
resolution, options, warrants and other rights convertible
into Common stock ( "securities.") The securities must be
issued for such consideration, including cash, property, or
services, as the Board or Directors may deem appropriate,
subject to the requirement that the value of such
consideration be no less than the par value of the shares
issued. Any shares issued for which the consideration so fixed
has been paid or delivered shall be fully paid stock and the
holder of such shares shall not be liable for any further call
or assessment or any other payment thereon, provided that the
actual value of such consideration is not less that the par
value of the shares so issued. The Board of Directors may
issue shares of the Common Stock in the form of a distribution
or distributions pursuant to a stock divided or split-up of
the shares of the Common Stock only to the then holders of the
outstanding shares of the Common Stock.
4.Cumulative Voting. Except as otherwise required by applicable
law, there shall be no cumulative voting on any matter brought
to a vote of stockholders of the Corporation.
Fifth: Adoption of Bylaws.
In the furtherance and not in limitation of the powers
conferred by statute and subject to Article Sixth hereof, the
Board of Directors is expressly authorized to adopt, repeal,
rescind, alter or amend in any respect the Bylaws of the
Corporation (the "Bylaws").
Sixth: Shareholder Amendment of Bylaws.
Notwithstanding Article Fifth hereof, the bylaws may also be
adopted, repealed, rescinded, altered or amended in any respect
by the stockholders of the Corporation, but only by the
affirmative vote of the holders of not less than Fifty-Percent
(50%) of the voting power of all outstanding shares of voting
stock, regardless of class and voting together as a single voting
class.
Seventh: Board of Directors
The business and affairs of the Corporation shall be managed
by and under the direction of the Board of Directors. Except as
may otherwise be provided pursuant to Section 4 or Article Fourth
hereof in connection with rights to elect additional directors
under specified circumstances, the exact number of directors of
the Corporation shall be determined from time to time by a bylaw
or amendment thereto, providing that the number of directors
shall not be reduced to less that two (2). The directors holding
office at the time of the filing of these Articles of
Incorporation shall continue as directors until the next annual
meeting and/or until their successors are duly chosen.
Eighth: Term of Board of Directors.
Except as otherwise required by applicable law, each
director shall serve for a term ending on the date of the third
Annual Meeting of Stockholders of the Corporation (the "Annual
Meeting") following the Annual Meeting at which such director was
elected. All directors shall have equal standing.
Not withstanding the foregoing provisions of this Article
Eighth each director shall serve until their successor is elected
and qualified or until their death, resignation or removal; no
decrease in the authorized number of directors shall shorten the
term of any incumbent director; and additional directors, elected
pursuant to Section 4 or Article Fourth hereof in connection with
rights to elect such additional directors under specified
circumstances, shall not be included in any class, but shall
serve for such term or terms and pursuant to such other
provisions as are specified in the resolution of the Board or
Directors establishing such class or series
Ninth: Vacancies on Board of Directors
Except as may otherwise be provided pursuant to Section 4 of
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, newly created
directorships resulting from any increase in the number of
directors, or any vacancies on the Board of Directors resulting
from death, resignation, removal, or other causes, shall be
filled solely by the quorum of the Board of Directors. Any
director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of directors in
which the new directorship was created or the vacancy occurred
and until such director's successor shall have been elected and
qualified or until such director's death, resignation or removal,
whichever first occurs.
Tenth: Removal of Directors
Except as may otherwise be provided pursuant to Section 4 or
Article Fourth hereof in connection with rights to elect
additional directors under specified circumstances, any director
may be removed from office only for cause and only by the
affirmative vote of the holders of not less than Fifty-Percent
(50%) of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such
director, provided, however, that where such removal is approved
by a majority of the Directors, the affirmative vote of a
majority of the voting power of all outstanding shares of voting
stock entitled to vote in connection with the election of such
director shall be required for approval of such removal. Failure
of an incumbent director to be nominated to serve an additional
term of office shall not be deemed a removal from office
requiring any stockholder vote.
Eleventh: Stockholder Action
Any action required or permitted to be taken by the
stockholders of the Corporation must be effective at a duly
called Annual Meeting or at a special meeting of stockholders of
the Corporation, unless such action requiring or permitting
stockholder approval is approved by a majority of the Directors,
in which case such action may be authorized or taken by the
written consent of the holders of outstanding shares of Voting
Stock having not less than the minimum voting power that would be
necessary to authorize or take such action at a meeting of
stockholders at which all shares entitled to vote thereon were
present and voted, provided all other requirements of applicable
law these Articles have been satisfied.
Twelfth: Special Stockholder Meeting
Special meetings of the stockholders of the Corporation for
any purpose or purposes may be called at any time by a majority
of the Board of Directors or by the Chairman of the Board or the
President. Special meeting may not be called by any other person
or persons. Each special meeting shall be held at such date and
time as is requested by the person or persons calling the
meeting, within the limits fixed by law.
Thirteenth: Location of Stockholder Meetings.
Meetings of stockholders of the Corporation may be held
within or without the State of Nevada, as the Bylaws may provide.
The books of the Corporation may be kept (subject to any
provision of the Nevada Revised Statutes) outside the State of
Nevada at such place or places as may be designated from time to
time by the Board of Directors or in the Bylaws.
Fourteenth: Private Property of Stockholders.
The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatever
and the stockholders shall not be personally liable for the
payment of the corporation's debts.
Fifteenth: Stockholder Appraisal Rights in Business
Combinations.
To the maximum extent permissible under the Nevada Revised
Statutes of the State of Nevada, the stockholders of the
Corporation shall be entitled to the statutory appraisal rights
provided therein, with respect to any business Combination
involving the Corporation and any stockholder (or any affiliate
or associate of any stockholder), which required the affirmative
vote of the Corporation's stockholders.
Sixteenth: Other Amendments.
The Corporation reserves the right to adopt, repeal,
rescind, alter or amend in any respect any provision contained in
these Articles of Incorporation in the manner now or hereafter
prescribed by applicable law and all rights conferred on
stockholders herein granted subject to this reservation.
Seventeenth: Term of Existence.
The Corporation is to have perpetual existence.
Eighteenth: Liability of Directors.
No director of this Corporation shall have personal
liability to the Corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director or
officers involving any act or omission of any such director or
officer. The foregoing provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or, which involve intentional
misconduct or a knowing violation of law, (iii) under applicable
Sections of the Nevada Revised Statutes, (iv) the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes or, (v) for any transaction from which the director
derived an improper personal benefit. 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 or omissions prior to such repeal or
modification.
Nineteenth: Name and Address of first Directors and
Incorporators.
The name and address of the incorporator of the Corporation
and the first Director of the Board of Directors of the
Corporation which shall be one (1) in number is as follows:
DIRECTOR #1
Douglas Ansell
PO Box 96843
Las Vegas, NV 89193-6843
I, Douglas Ansell, being the first director and Incorporator
herein before named, for the purpose of forming a corporation
pursuant to the Nevada Revised Statutes of the State of Nevada,
do make these Articles, hereby declaring and certifying that this
is my act and deed and the facts herein stated are true and
accordingly have hereunto set my hand this 16th day of February
2000.
By: /s/ Douglas Ansell
Douglas Ansell
Bylaws
of
Ultimate Ventures V, Inc.
(the "Corporation")
Article I
Office
The Board of Directors shall designate and the Corporation shall
maintain a principal office. The location of the principal office
may be changed by the Board of Directors. The Corporation also
may have offices in such other places as the Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.
Article II
Shareholders Meetings
1.Annual Meetings
The annual meeting of the shareholders of the Corporation
shall be held at such place within or without the State of
Nevada as shall be set forth in compliance with these Bylaws.
The meeting shall be held on the Third Thursday of February of
each year. If such day is a legal holiday, the meeting shall
be on the next business day. This meeting shall be for the
election of Directors and for the transaction of such other
business as may properly come before it.
2.Special Meetings
Special meetings of shareholders, other than those regulated
by statute, may be called by the President upon written
request of the holders of 50% or more of the outstanding
shares entitled to vote at such special meeting. Written
notice of such meeting stating the place, the date and hour of
the meeting, the purpose or purposes for which it is called,
and the name of the person by whom or at whose direction the
meeting is called shall be given.
3.Notice of Shareholders Meeting
The Secretary shall give written notice stating the place,
day, and hour of the meeting, and in the case of a special
meeting, the purpose or purposes for which the meeting is
called, which shall be delivered not less than ten or more
than fifty days before the date of the meeting, either
personally or by mail to each shareholder 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 shareholder at their address as it
appears on the books of the Corporation, with postage thereon
prepaid. Attendance at the meeting shall constitute a waiver
of notice thereof.
4.Place of Meeting
The Board of Directors may designate any place, either within
or without the State of Nevada, as the place of meeting for
any annual meeting or for any special meeting called by the
Board of Directors. A waiver of notice signed by all
shareholders entitled to vote at a meeting 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 is otherwise called, the place
of meeting shall be the principal office of the Corporation.
5.Record Date
The Board of Directors may fix a date not less than ten nor
more than fifty days prior to any meeting as the record date
for the purpose of determining shareholders entitled to notice
of and to vote at such meetings of the shareholders. The
transfer books may be closed by the Board of Directors for a
stated period not to exceed fifty days for the purpose of
determining shareholders entitled to receive payment of and
dividend, or in order to make a determination of shareholders
for any other purpose.
6.Quorum
A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. If less than
a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At a
meeting resumed after any such adjournment at which a quorum
shall be present or represented, any business may be
transacted, which might have been transacted at the meeting as
originally noticed.
7.Voting
A holder of outstanding shares, entitled to vote at a meeting,
may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the currently filed Articles of
Incorporation, every shareholder shall be entitled to one vote
for each share standing their name on the record of
shareholders. Except as herein or in the currently filed
Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the votes cast at
a meeting of shareholders by the holders of shares entitled to
vote thereon.
8.Proxies
At all meeting of shareholders, a shareholder may vote in
person or by proxy executed in writing by the shareholder or
by their duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the Corporation before or at the
time of the meeting. No proxy shall be valid after six months
from the date of its execution.
9.Informal Action by Shareholders
Any action required to be taken at a meeting of the
shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
a majority of the shareholders entitled to vote with respect
to the subject matter thereof.
Article III
Board of Directors
1.General Powers
The business and affairs of the Corporation shall be managed
by its Board of Directors. The Board if Directors may adopt
such rules and regulations for the conduct of their meetings
and the management of the Corporation as they appropriate
under the circumstances. The Board shall have authority to
authorize changes in the Corporation's capital structure.
2.Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and until
their successor shall have been elected and qualified.
3.Regular Meetings
A regular meeting of the Board of Directors shall be held
without other notice than by this Bylaw, immediately after
and, at the same place as the annual meeting of shareholders.
The Board of Directors may provide, by resolution, the time
and place for the holding of additional regular meetings
without other notice than this resolution.
4.Special Meetings
Special meetings of the Board of Directors may be called by
order of the Chairman of the Board or the President. The
Secretary shall give notice of the time, place and purpose or
purposes of each special meeting by mailing the same at least
two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to
each Director. Meeting of the Board of Directors may be held
by telephone conference call.
5.Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until
a quorum shall be present, whereupon the meeting may be held,
as adjourned, without further notice. At any meeting at which
every Director shall be present, even though without any
formal notice any business may be transacted
6.Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote. The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors,
provided that a quorum is present.
7.Vacancies
A vacancy in the Board of Directors shall be deemed to exist
in the case of death, resignation, or removal of any Director,
or if the authorized number of Directors is increased, or if
the shareholders fail, at any meeting of the shareholders, at
which any Director is to be elected, to elect the full
authorized number of Directors to be elected at that meeting.
8.Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote. Such vacancy shall be filled by the
Directors entitled to vote. Such vacancy shall be filled by
the Directors then in office, though less than a quorum, to
hold office until the next annual meeting or until their
successor is duly elected and qualified, except that any
directorship to be filled by election by the shareholders at
the meeting at which the Director is removed. No reduction of
the authorized number of Directors shall have the effect of
removing any Director prior to the expiration of their term of
office.
9.Resignation
A director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. A resignation shall become effective upon its
acceptance by the Board of Directors; provided, however, that
if the Board of Directors has not acted thereon within ten
days from the date of its delivery, the resignation shall be
deemed accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of
the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action(s)
taken unless their dissent shall be placed in the minutes of
the meeting or unless he or she shall file their written
dissent to such action with the person acting as the secretary
of the meeting before the adjournment thereof or shall forward
such dissent by registered mail to the secretary of the
Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a Director who voted
in favor of such action.
11. 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 of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the
Corporation in any other capacity and receiving compensation
therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of
the Board of Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum,
until such time as all Directors can attend or vacancies can
be filled pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a
Chairman of the Board, who shall preside at all meetings of
the Board of Directors, and shall perform such other duties as
may be prescribed from time to time by the Board of Directors.
The Chairman may by appointment fill any vacancies on the
Board of Directors.
Article IV
Officers
1.Number
The officers of the Corporation shall be a President, one or
more Vice Presidents, a Secretary, and a Treasurer, each of
whom shall be elected by a majority of the Board of Directors.
Such other Officers and assistant Officers as may be deemed
necessary may be elected or appointed by the Board of
Directors. In its discretion, the Board of Directors may leave
unfilled for any such period as it may determine any office
except those of President and Secretary. Any two or more
offices may be held by the same person. Officers may or may
not be Directors or shareholders of the Corporation.
2.Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
Officers shall not be held at such meeting, such election
shall be held as soon thereafter as convenient. Each Officer
shall hold office until their successor shall have been duly
elected and shall have qualified or until their death or until
they shall resign or shall have been removed in the manner
hereinafter provided.
3.Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary.
Unless otherwise specified therein, such resignation shall
take effect upon delivery.
4.Removal
Any Officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests Corporation will
be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
Election or appointment of an Officer or agent shall not of
itself create contract rights. Any such removal shall require
a majority vote of the Board of Directors, exclusive of the
Officer in question if he or she is also a Director.
5.Vacancies
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, or is a new office
shall be created, may be filled by the Board of Directors for
the un-expired portion of the term.
6.President
The president shall be the chief executive and administrative
Officer of the Corporation. He or she shall preside at all
meetings of the stockholders and, in the absence of the
Chairman of the Board, at meetings of the Board of Directors.
He or she shall exercise such duties as customarily pertain to
the office of President and shall have general and active
supervision over the property, business, and affairs of the
Corporation and over its several Officers, agents, or
employees other than those appointed by the Board of
Directors. He or she may sign, execute and deliver in the name
of the Corporation powers of attorney, contracts, bonds and
other obligations, and shall perform such other duties as may
be prescribed from time to time by the Board of Directors or
by the Bylaws.
7.Vice President
The Vice President shall have such powers and perform such
duties as may be assigned to him by the Board of Directors or
the President. In the absence or disability of the President,
the Vice President designated by the Board or the President
shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts any
other obligations pertaining to the regular course of their
duties.
8.Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the
minutes of meeting of all committees. He or she shall cause
notice to be given of meetings of stockholders, of the Board
of Directors, and of any committee appointed by the Board. He
or she shall have custody of the corporate seal and general
charge of the records, documents and papers of the Corporation
not pertaining to the performance of the duties vested in
other Officers, which shall at all reasonable times be open to
the examination of any Directors. He or she may sign or
execute contracts with the President or a Vice President
thereunto authorized in the name of the Corporation and affix
the seal of the Corporation thereto. He or she shall perform
such other duties as may be prescribed from time to time by
the Board of Directors or by the Bylaws.
9.Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He or she shall
endorse on behalf of the Corporation for collection check,
notes and other obligations, and shall deposit the same to the
credit of the Corporation in such bank or banks or
depositories as the Board of Directors may designate. He or
she may sign, with the President or such other persons as may
be designated for the purpose of the Board of Directors, all
bills of exchange or promissory notes of the Corporation. He
or she shall enter or cause to be entered regularly in the
books of the Corporation full and accurate account of all
monies received and paid by him on account of the Corporation;
shall at all reasonable times exhibit his (or her) books and
accounts to any Director of the Corporation upon application
at the office of the Corporation during business hours; and,
whenever required by the Board of Directors or the President,
shall render a statement of his (or her) accounts. The
Treasurer shall perform such other duties as may be prescribed
from time to time by the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such
powers as may be assigned to them by the Board of Directors.
11. Salaries
Salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to
any person or group of persons the power to fix the salaries
or other compensation of any subordinate Officers or agents.
No Officer shall be prevented from receiving any such salary
or compensation by reason of the fact the he or she is also a
Director of the Corporation
12. Surety Bonds
In case the Board of Directors shall so require, any Officer
or agent of the Corporation shall execute to the Corporation a
bond in such sums and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful
performance of his (or her) duties to the Corporation,
including responsibility for negligence and for the accounting
for all property, monies or securities of the Corporation,
which may come into his (or her) hands.
Article V
Contracts, Loans, Checks and Deposits
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.
2.Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its
name, and no property of the Corporation shall be mortgaged,
pledged, hypothecated or transferred as security for the
payment of any loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined
to specific instances.
3.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, or as may be selected by an
Officer or agent of the Corporation authorized to do so by the
Board of Directors.
4.Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and
evidence of indebtedness of the Corporation shall be signed by
such Officer or Officers or such agent or agents of the
Corporation and in such manner as the Board of Directors from
timer to time may determine. Endorsements for deposits to the
credit of the Corporation in any of its duly authorized
depositories shall be made in such manner as the Board of
Directors may from time to time determine.
5.Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in
the form of an appropriate legal writing, which shall be
signed by the President or Vice President and by the Treasurer
or by the Secretary, and sealed with the seal of the
Corporation. The seal may be facsimile, engraved or printed.
Where such bond or debenture is authenticated with the manual
signature of an authorized Officer of the Corporation or other
trustee designated by the indenture of trust or other
agreement under which such security is issued, the signature
of any of the Corporation's Officers named thereon may be
facsimile. In case any Officer who signed, or whose facsimile
signature has been used on any such bond or debenture, shall
cease to be an Officer of the Corporation for any reason
before the same has been delivered by the Corporation, such
bond or debenture may nevertheless by adopted by the
Corporation and issued and delivered as though the person who
signed it or whose facsimile signature has been used thereon
had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by
the President. The signatures of such Officers upon a
certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a
registrar other than the Corporation itself or one of its
employees. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued,
with the number of shares and date of issue, shall be entered
on the stock transfer books of the Corporation. All
certificates surrendered to the Corporation for transfer
shall be canceled except that in case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on
the stock transfer books of the Corporation by the holder of
record thereof or by his (or her) legal representative, who
shall furnish proper evidence of authority to transfer, or by
his (or her) attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the
Corporation, and on surrender for cancellation of the
certificate for such shares. The person in whose name shares
stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of the Corporation shall have the
power to appoint one or more transfer agents and registrars
for the transfer and registration of certificates of stock of
any class, and may require that stock certificates shall be
countersigned and registered by one or more of such transfer
agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been
lost or destroyed. The Board of Directors may require the
owner of such a certificate or his (or her) legal
representative to give the Corporation a bond in such sum and
with such sureties as the Board of Directors may direct to
indemnify the Corporation as transfer agents and registrars,
if any, against claims that may be made on account of the
issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Registered Shareholders
The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder thereof,
in fact, and shall not be bound to recognize any equitable or
other claim to or on behalf of this Corporation to any and
all of the rights and powers incident to the ownership of
such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents on
behalf of this Corporation in connection with the exercise by
this Corporation of the rights and powers incident to the
ownership of such stock. The Board of Directors, from time to
time, may confer like powers upon any other person or
persons.
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and
their heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of their having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as provided
for under the provisions of the Nevada Revised Statutes;
provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his (or her) own
negligence or willful misconduct. The rights accruing to any
person under the foregoing provisions of this section shall not
exclude any other right to which he or she may lawfully be
entitled, nor shall anything herein contained restrict the right
of the Corporation to indemnify or reimburse such person in any
proper case, even though not specifically herein provided for.
The Corporation, its Directors, Officers, employees and agents
shall be fully protected in taking any action or making any
payment, or in refusing so to do in reliance upon the advice of
counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Statutes,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose
of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting, as
they deem advisable, declare dividends payable out of the surplus
of the Corporation.
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and
shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Dated Thursday, February 17, 2000 Ultimate Ventures V, Inc.
/s/ Douglas Ansell
Douglas Ansell
President/Secretary/Treasurer
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Ultimate Ventures V, Inc.
By: /s/ Douglas Ansell
Douglas Ansell, President
