UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
----------
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
Transcendent, Inc.
----------------------------------------------
(Name of Small Business Issuer is its charter)
Nevada 95-4784882
--------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
270 North Canon Drive, Suite 203,
Beverly Hills, California 90210
---------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
(310) 288- 0693
---------------------------
(Issuer's telephone number)
Securities to be registered pursuant to section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common shares NASD OTC Bulletin Board
------------------- -------------------------------
<PAGE>
TABLE OF CONTENTS
PAGE
Item 1. Description of Business. ................................... 1-2
Item 2. Plan of Operation. ......................................... 2
Item 3. Description of Property. ................................... 3
Item 4. Security Ownership of Certain Beneficial
Owners and Management. ..................................... 3
Item 5. Directors, Executive Officers, Promoters
and Control Persons. ....................................... 4
Item 6. Executive Compensation. .................................... 5
Item 7. Certain Relationships and Related
Transactions. .............................................. 6
Item 8. Legal Proceedings. ......................................... 6
Item 9. Market for Common Equity and Related
Stockholder Matters. ....................................... 7
Item 10. Recent Sales of Unregistered
Securities. ............................................... 7-8
Item 11. Description of Securities. ................................ 8-9
Item 12. Indemnification of Directors and
Officers. ................................................. 9
Item 13. Financial Statements. ..................................... 10-17
Item 14. Changes In and Disagreements
With Accountants on Accounting and Financial
Disclosure. ............................................... 17-31
Item 15. Financial Statements and Exhibits ......................... 17
Signatures ......................................................... 32
<PAGE>
Item 1. Description of Business.
--------------------------------
(a) Business Development
Transcendent, Inc. ("the Company") was incorporated in the
state of Nevada on January 31, 2000. The Company, an entity with a fiscal
year ending December 31, is a standard C- Corporation for federal income
tax purposes. The Company which presently does not have any subsidiaries or
affiliated entities, is a development stage enterprise. To date, the Company
has had no significant operations. To date, the Company has had no revenues.
The Company has never been involved in any bankruptcy, receivership or
similar proceedings.
(b) Business of Issuer
The business of the Company is facilitating professional and executive
personal development and motivation through seminars, consulting, and related
products and services.
As needed, the Company will hire qualified motivational speakers,
management consultants, other professionals and support staff.
The Company, which other presently no employees, is a development stage
enterprise. From inception to date the Company has had no revenues.
Forward-Looking Statements
This Form 10-SB includes "forward-looking statements" within the
meaning of the "safe-harbor" provisions of the Private Securities
Litigation Reform Act of 1995. Such statements are based on management's
current expectations and are subject to a number of factors and
uncertainties that could cause actual results to differ materially from
those described in the forward-looking statements. All statements, other
than statements of historical facts included in this Form, including without
limitation, statements under "Plan of Operation" and "Description of
of Business" , regarding the Company's financial position, business
strategy, and plans and objectives of management of the Company for future
operations, are forward-looking statements.
1
<PAGE>
Although the Company believes that the expectations reflected in
such 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 Company's
expectations include, but are not limited to, market conditions, competition
and the ability to successfully complete financing.
(c) Reports to Security Holders
The public may read and copy any materials the Company files with
the Securities and Exchange Commission ("SEC") at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The Public may
obtain information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330.
Item 2. Plan of Operation.
---------------------------
Business Operation (Please see Item 1. (b) Business of Issuer).
Financing
The Company's management is seeking funding from a variety of sources
including private placements of its stock, public offerings of its stock,
as well as debt financing. Additionally, business combinations with
entities with significant cash will be considered. However, there can be
no assurance management will be successful in these endeavors.
For the twelve month period from March, 1, 2000 to February 28, 2001
it is anticipated, absent the Company's obtaining other sources of liquidity
as described above, the Company's primary funding for ongoing corporate
expenses, such as legal and accounting fees and filing fees will be
provided by the Company's Chairman of the Board of Directors and President.
The Company's management is commencing discussions with investment
bankers pertaining to a stair step financing plan. This will encompass
initial seed capital, a first and second level of private placements, bridge
financing, mezzanine financing and an eventual initial public offering.
However, there can be no assurance management will be successful in these
endeavors.
2
<PAGE>
Item 3. Description of Property.
--------------------------------
The Company does not own any physical properties at this time.
The Company's corporate executive office presently is located within
the office of the Company's major shareholder/ Chairman of the Board of
Directors/President Olesk. Mr. Jaak Olesk is a Certified Public Accountant
and Attorney based in Beverly Hills, California at 270 North Canon Drive,
Suite Number #203.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
-----------------------------------------------------------------------
The following table sets forth certain information as of March 8, 2000
with respect to the beneficial ownership (as such term is defined under
section 13(d) of the Securities Exchange Act of 1934, as amended) of
the common stock by (I) each person who is the beneficial owner of more
than 5% of the common stock outstanding as of such date, (II) each
director of the Company, (III) the named officers, and (IV) all executive
officers of the Company as a group:
Name and address of Beneficial Owner Amount of
------------------------------------ Beneficial Percent
Ownership of Class
---------- --------
Jaak Olesk 2,650,000 91.4%
270 N. Canon Drive, Suite #203
Beverly Hills, California 90210
Morena Rodriguez 150,000 5.2%
270 N. Canon Drive, Suite #203 ---------- ------
Beverly Hills, California 90210
All Directors, Nominees and Executive
Officers as a Group (2 persons) 2,800,000 96.6%
3
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Item 5. Directors, Executive Officers, Promoters and Control Persons.
---------------------------------------------------------------------
The following individuals are the directors of the Company:
Name of Director Age Title
---------------- ----- ------
Jaak Olesk 47 Chairman of the Board
of Directors and President
Morena Rodriguez 28 Director, Vice President and
Secretary/Treasurer
Both directors have indefinite terms of office. Both directors have served
since inception on January 31, 2000.
The following individuals are the executive officers of the Company:
Name of Executive Officer Age Title
------------------------ ----- ------
Jaak Olesk 47 Chairman of the Board
of Directors and President
Morena Rodriguez 28 Director, Vice President and
Secretary/Treasurer
Business Experience
Jaak Olesk. Mr. Olesk is a Certified Public Accountant and Attorney.
Mr. Olesk has over twenty years of business experience including auditing,
accounting and tax services. During the last five years, Mr. Olesk has gained
substantial international business experience by making foreign business
trips including trips to Canada, Ukraine, the Netherlands, China, Hong Kong,
Singapore and Thailand.
Morena Rodriguez. Ms. Rodriguez has approximately five years experience
in business matters. Ms. Rodriguez has completed computer proficiency courses
and is presently continuing her education in the computer, software and
computer applications fields.
4
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Item 6. Executive Compensation.
-------------------------------
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
------------------- -------- -------
Securi-
Other ties All
Name Annual Registered Under- other
and Compen- Stock Lying LTIP Compen-
Principal Year sation Award(s) Options/ Payouts sation
Position (Note A) Salary($) Bonus($) $ $ SARs (#) $ $
- -------- -------- --------- -------- ---- --------- -------- ------ ------
Jaak Olesk
President 2000 - - - - - - $ 150
Morena Rodriguez
Secretary/
Treasurer 2000 - - - - - - 150
Note A: 2000 is for the period: From January 31, 2000 (Inception) to
March 8, 2000.
5
<PAGE>
Item 7. Certain Relationships and Related Transactions.
-------------------------------------------------------
Initial Cash Infusion by Founder
In February, 2000 the Company issued 2,500,000 restricted shares
of its common stock to its founder Jaak Olesk, Chairman of the Board of
Directors and President of the Company, for aggregate proceeds of $2,500. The
stock issuance was approved by the written consent of the Directors of the
Company on February 29, 2000.
Shares for Services
In February, 2000 the Company issued a total of 400,000 shares of its
restricted common stock for services performed. Jaak Olesk,
Chairman of the Board of Directors and President received 150,000 shares
of common stock for consulting, accounting, legal and advisory
services. Morena Rodriguez, Director and Secretary/Treasurer, received 150,000
shares of common stock for administrative and secretarial services.
Lilian Cruz also received 100,000 shares of common stock for administrative
and secretarial services. The Stock issuance was approved by the written
consent of the Directors of the Company on February 29, 2000.
Use of Office Facilities
The Company uses the facilities and personnel of its Chairman and
President Jaak Olesk without charge.
Item 8. Legal Proceedings.
---------------------------
The Company is not a party to any pending legal proceeding. Management
is not aware of any threatened litigation, claims or assessments.
6
<PAGE>
Item 9. Market for Common Equity and Related Stockholder Matters.
------------------------------------------------------------------
(a) Market Information
Currently, there is no public market for the Company's common stock.
At the appropriate time, the Company's management will complete the
pertinent procedures for listing the Company's common stock on the National
Association of Securities Dealers Over the Counter Electronic Bulletin
Board. There can be no assurance however that management will be successful
in this endeavor.
The Company has no common equity that is subject to outstanding
options or warrants to purchase, or securities convertible into, common
equity of the Company. All 2,900,000 shares of common stock outstanding at
March 8, 2000 could be sold pursuant to Rule 144 under the Securities Act.
(b) Holders
As of March 8, 2000 there were three common shareholders of record.
(c) Dividends
The Company has never declared any cash dividends.
The current policy of the Company is not to pay cash dividends, but
instead to retain future earnings, if any, to support the growth of the
Company. However, there are no restrictions that limit the ability to pay
dividends on common equity when it is lawful to do so.
Item 10. Recent Sales of Unregistered Securities.
-------------------------------------------------
On February 29, 2000, the Company issued restricted shares of its
common stock as follows: Jaak Olesk, Chairman and President received
2,500,000 shares for cash of $2,500 and 150,000 shares for consulting, account-
ing, legal and advisory services with an estimated fair market value of $150;
Morena Rodriguez, Director, Vice President, Secretary, Treasurer received
150,000 shares for administrative and secretarial services with an estimated
fair market value of $150; and Lilian Cruz received 100,000 shares for
administrative and secretarial services with an estimated fair market value
of $100.
7
<PAGE>
All of the above purchasers were in a position to insist upon the issuer
providing them with information more extensive than that contained in a
registration statement. Each of these persons had access to all
material information regarding the Company prior to the offer or sale, without
an underwriter, of the Company's common stock. These offers and sales of com-
mon stock are believed to have been exempt from the registration requirements
of Section 5 of the Securities Act of 1933, as amended, pursuant to section
4 (2) thereof; and by available state exemptions, from similar applicable sta-
te securities laws exempting from registration the offer and sale of such
common stock.
Item 11. Description of Securities.
-----------------------------------
The Company's authorized capital stock consists of 25,000,000 shares
of common stock, of which, 2,900,000 shares were issued and outstanding as
of March 8, 2000.
Shareholders do not have an unqualified right to a dividend. The
policy of the Company is not to declare dividends, however dividends may
be declared, when lawful to do so, at the discretion of the Board of
Directors.
A common shareholder has the right to vote her shares in the affairs
of the Company. Common shares have one vote each. The right to vote may
be delegated by the shareholder to another person.
In the event of a liquidation or dissolution of the Company, common
shareholders are entitled to share pro rata all assets remaining, if any,
after payments in full of liabilities
Shareholders do not have preemption rights. NRS 78.265 pertaining to
corporations organized on or after October 1, 1991 states: "the
stockholders of a corporation do not have a preemptive right to acquire the
corporation's unissued shares except to the extent the articles of
incorporation so provide". The Company's articles of incorporation do not
so provide.
8
<PAGE>
Shareholders do not have any other material rights. There are no
provisions in the Company's articles of incorporation or by-laws that would
delay, defer or prevent a change in control of the Company.
Item 12. Indemnification of Directors and Officers.
---------------------------------------------------
The Company's by-laws provide for indemnification against necessary
expenses incurred, of directors or officers who are named as defendants in
litigation relating to corporate affairs, except where the director or
officer is adjudged in the action to be liable for negligence or misconduct
in the performance of duty.
Section 78.7502 of Nevada Corporation Law ("Discretionary and
Mandatory Indemnification of Officers, Directors, Employees and Agents:
General Provisions.") authorizes the Company to do the above.
9
<PAGE>
Item 13. Financial Statements.
------------------------------
Transcendent, Inc.
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Certified Public
Accountant.......................................................... 11
Financial Statements:
Balance Sheet as of February 29, 2000. ............................ 12
Statements of Operations for the
period from inception on January 31, 2000 to
February 29, 2000. ............................................... 13
Statements of Shareholders' Equity (Deficit) for the
period from inception on January 31, 2000 to
February 29, 2000. ............................................... 14
Statements of Cash Flows for the
period from inception on January 31, 2000 to
February 29, 2000. ............................................... 15
Notes to financial statements ............... ...................... 16-17
10
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
Transcendent, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheet of Transcendent, Inc.
(A Development Stage Company) as of February 29, 2000 and the related
statements of operations, changes in shareholders' equity (deficit) and cash
flows for the period from January 31, 2000 (Inception) to February 29, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatements. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Transcendent, Inc.
(A Development Stage Company) as of February 29, 2000 and the results
of its operations and its cash flows for the period from January 31, 2000
(Inception) to February 29, 2000 in conformity with generally accepted
accounting principles.
/s/ Brad B. Haynes CPA
- -------------------------
Brad B. Haynes CPA
March 6, 2000
Los Angeles, California
11
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
BALANCE SHEET
February 29, 2000
ASSETS
Current Assets
Cash $ 2,415
---------
Total current assets 2,415
---------
Total assets $ 2,415
=========
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current Liabilities
Accrued expenses $ 2,000
---------
Total current liabilities 2,000
Shareholders' Equity
Common stock,
25,000,000 shares authorized
at $0.001 par value; issued and
outstanding 2,900,000 shares 2,900
(Deficit) accumulated
during the development
stage (2,485)
---------
Total shareholders' equity
(deficit) 415
---------
Total Liabilities and
Shareholders' Equity (Deficit) $ 2,415
=========
See accompanying notes to financial statements.
12
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
For the period January 31, 2000 (Inception) to February 29, 2000
Revenue $ --
Expenses:
General and
administrative 2,485
----------
(Loss) from
operations (2,485)
Income taxes --
----------
Net (loss) $ (2,485)
==========
(Loss) per common
share $ --
==========
Weighted average
common shares
outstanding 2,900,000
==========
See accompanying notes to financial statements.
13
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
For the period January 31, 2000 (inception) to February 29, 2000
(Deficit)
Accumulated
Additional During the
Common Stock Paid- In Development
Shares Amount Capital Stage Total
--------- ------- --------- ----------- -------
Common shares
issued for cash- 2,500,000 $ 2,500 $ -- $ -- $ 2,500
Common shares
issued for
services- 400,000 400 -- -- 400
Net (loss) for
the period from
inception -- -- -- ( 2,485) (2,485)
---------- ------- ------- -------- -------
Balance-
February
29, 2000 2,900,000 $ 2,900 $ -- $ (2,485) $ 415
========== ======= ======= ======== =======
See accompanying notes to financial statements.
14
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the period January 31, 2000 (Inception) to February 29, 2000
Net (loss) $ (2,485)
Adjustments to
reconcile net loss to
cash used by
operating activities:
Shares issued for services 400
Increase (decrease) in
liabilities:
Accrued expenses 2,000
---------
Net cash (used) by
operating activities: (85)
Net cash from financing
activities:
Common stock issuance for cash 2,500
----------
Increase (decrease)in cash
Cash at beginning of period --
----------
Cash at end of period $ 2,415
==========
Supplemental cash flows information:
Cash paid during the period for:
Income Taxes $ --
==========
Interest $ --
==========
Non-cash financing transactions:
Common shares issued for services $ 400
==========
See accompanying notes to financial statements.
15
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 29, 2000
Note 1 - Summary of Significant Accounting Policies.
----------------------------------------------------
Nature of Operations
Transcendent, Inc. (the "Company"), a Nevada corporation, was
incorporated on January 31, 2000. The Company is a Development Stage Company
with a fiscal year ending December 31. The business of the Company is
facilitating professional and executive personal development and motivation
through seminars, consulting and related products and services. From
inception to date, the Company has had no revenues.
Cash Equivalents
Cash equivalents consist of funds invested in money market accounts and
investments with a maturity of three months or less when purchased. There
were no cash equivalents for the period January 31, 2000 (inception) to
February 29, 2000.
Loss per Share
The computation of loss per share of common stock is based on the
weighted average number of shares outstanding during the periods presented.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in financial statements and
accompanying notes. Actual results could differ from those estimates.
Issuance of Shares for Services
Valuation of shares for services is based on the estimated fair market
value of the services performed.
Note 2 -Income taxes.
---------------------
The Company uses the liability method of accounting for income taxes
specified by SFAS No. 109, "Accounting for Income Taxes", whereby deferred
tax liabilities and assets are determined based on the difference between
financial statement and tax bases of assets and liabilities using enacted
tax rates in effect for the year in which the differences are expected to
reverse. Deferred tax assets are recognized and measured based on the like-
lihood of realization of the related tax benefit in the future. The Company
had no material net deferred tax assets or liabilities at February 29, 2000.
16
<PAGE>
Transcendent, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
Note 3 - Related Party Transactions.
------------------------------------
There were 400,000 common shares issued to the Chairman of the
Board of Directors and President and to various other shareholders for servic-
es during the period January 31, 2000 (inception) to February 29, 2000.
The Company uses the facilities and personnel of its president without
charge.
Note 4 - Development Stage Company.
-----------------------------------
The Company is a Development Stage Company. A Development Stage Company
is one for which principal operations have generated no revenues or an
insignificant amount of revenue. A Development Stage Company devotes most
of its activities to establishing a new business.
Item 14. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.
-------------------------------------------------------------------
The Company has not had any changes in or disagreements with
accountants since inception.
Item 15. Financial Statements and Exhibits.
---------------------------------------------
(a) Financial statements filed as part of this registration statement are:
Balance sheet as of: February 29, 2000.
Statements of operations
for period: January 31, 2000 (inception) to
February 29, 2000.
Statement of changes in shareholders' equity (deficit)
for period: January 31, 2000 (inception) to
February 29, 2000.
Statement of cash flows
for period: January 31, 2000 (inception) to
February 29, 2000.
The above financial statements, and related footnotes, are all included
in Item 13.
17
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(b) Index of exhibits
Exhibit:
------------ PAGE
Articles of Incorporation
of Transcendent, Inc. ........... .................................. 18-23
By-laws of Transcendent, Inc. ...................................... 23-31
ARTICLES OF INCORPORATION
---------------------------
OF
------
Transcendent, Inc.
---------------------------------
FIRST. The name of the corporation is:
Transcendent, Inc.
SECOND. Its registered office in the State of Nevada is located
at 2533 North Carson Street, Carson City, Nevada 89706 that this Corporation
may maintain an office, or offices, in such other place within or without
the State of Nevada as may be from time to time designated by the Board of
Directors, or by the By-Laws of said Corporation, and that this Corporation
may conduct all Corporation business of every kind and nature, including the
holding of all meeting of Directors and Stockholders, outside the State of
Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To
engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon
corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs its
affairs wound up according to law.
18
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(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) 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.
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution
or laws of the United States, or of the State of Nevada for the management,
regulation and government of its affairs and property, the transfer of its
stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter
the same at pleasure. 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 nonuse shall not in any way affect
the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary
for the transaction of its business, or for the exercise of its corporate
rights, privileges or franchises, or for any other lawful purpose of its
incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of a specified event
or events, whether secured by mortgage, pledge or otherwise, or unsecured,
for money borrowed, or in payment for property purchased, or acquired, or
for any other lawful object.
19
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(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock
of, or any bonds, securities or evidences of the indebtedness created by,
any other corporation or corporations of the State of Nevada, or any other
state or government, and, while owners of such stock, bonds, securities or
evidences of indebtedness, to exercise all the rights, powers and
privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefor its capital, capital surplus, surplus,
or other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the
State of Nevada, and in any of the several states, territories, possessions
and dependencies of the United States, the District of Columbia, and any
foreign countries.
(O) Shall have power to do all and everything necessary and proper for the
accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment 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 objects of
the corporation, whether or not such business is similar in nature to the
objects set forth in the certificate or articles of incorporation of the
corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities, as may be allowed
by law.
20
<PAGE>
FOURTH. That the total number of common stock authorized that may
be issued by the Corporation is twenty five million (25,000,000) shares of
stock with a par value of one tenth of one cent ($0.001) and no other
class of stock shall be authorized. Said shares may be issued by the
corporation from time to time for such considerations as may be fixed by the
Board of Directors.
FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased
or decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall not be reduced to
fewer than one (1).
The name and post office address of the first board of Directors shall
be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
----- -------------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock, after the amount of the subscription
price, or par value, has been paid in, shall not be subject to assessment
to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
----- ------------------------
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
21
<PAGE>
EIGHTH. The agent for this corporation shall be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this
corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers
conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Law, if any, adopted by the Stockholders, to make,
alter or amend the By-laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate
one (1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the
resolution, or in the By-Laws of the Corporation, shall have and may
exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation. Such committee, shall have such
name, or names, as may be stated in the By-Laws of the Corporation, or as
may be determined from time to time by resolution adopted by the Board of
directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting
power given at a Stockholders meeting called for that purpose, or when
authorized by the written consent of the holders of at least a majority of
the voting stock issued and outstanding, the Board of Directors shall have
power and authority at any meeting to sell, lease or exchange all of the
property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions as its board of
Directors deems expedient and for the best interests of the Corporation.
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ELEVENTH. No shareholder shall be entitled as a matter of right
to subscribe for or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures
or securities convertible into stock, but such additional shares of stock
or other securities convertible into stock may be issued or disposed of by
the Board of Directors to such persons and on such terms as in its discretion
it shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be
personally liable to the Corporation or any of its stockholders for damages
for breach of fiduciary duty as a director or officer involving any act or
omission of any such director or officer; provided, however, that the
foregoing provision shall not eliminate or limit the liability of a director
or officer (i ) for acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law, or (ii) the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statutes.
Any repeal or modification of this Article by the stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitation on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
change or repeal any provision contained in the Articles of Incorporation,
in the manner now or hereafter prescribed by statute, or by the Articles of
Incorporation, and all rights conferred upon Stockholders herein are
granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and
accordingly have hereunto set my hand this January 31, 2000.
/s/ Brent Buscay
-------------------------
Brent Buscay
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previou-
sly named Corporation.
Janury 31, 2000 /s/ Brent Buscay
------------------ ---------------------------
Date Vice President
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Transcendent, Inc.
-------------------------------
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
-------------------------------------
1. Shareholders' Meetings shall he held in the office of the corporation,
at Carson City, NV, or at such other place or places as the Directors shall,
from time to time , determine.
2. The annual meeting of the shareholders of this corporation shall be
held at 11:00 a.m., on the 31st day of January of each year beginning in
2001, at which time there shall be elected by the shareholders of the
corporation a Board of Directors for the ensuing year, and the shareholders
shall transact such other business as shall properly come before them. If
the day fixed for the annual meeting shall be a legal holiday such meeting
shall be held on the next succeeding business day.
3. A notice signed by any Officer of the corporation or by any person
designated by the Board of Directors, which sets forth the place of the
annual meeting, shall be personally delivered to each of the shareholders
of record, or mailed postage prepaid, at the address as appears on the stock
book of the corporation, or if no such address appears in the book of the
corporation, to his last known address, at least ten (10) days prior to
the annual meeting.
Whenever any notice whatever is required to be given under any article
of these By-Laws, a waiver thereof in writing, signed by the person or
persons entitled to the notice, whether before or after the time of the
meeting of the shareholders, shall be deemed equivalent to proper notice.
4. A majority of the shares issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any
meeting of the shareholders.
5. If a quorum is not present at the annual meeting, the shareholders
present, in person or by proxy, may adjourn to such future time as shall
be agreed upon by them, and notice of such adjournment shall be mailed,
postage prepaid, to each shareholder of record at least ten (10) days before
such date to which the meeting was adjourned; but if a quorum is present,
they may adjourn from day to day as they see fit, and no notice of such
adjournment need be given.
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6. Special meetings of the shareholders may be called at anytime by the
President; by all of the Directors provided there are no more than three,
or if more than three, or if more than three, by any three Directors; or by
the holder of a majority share of the capital stock of the corporation. The
Secretary shall send a notice of such called meeting to each shareholder of
record at least ten (10) days before such meeting, and such notice shall
state the time and place of the meeting, and the object thereof. No
business shall be transacted at a special meeting except as stated in the
notice to the shareholders, unless by unanimous consent of all shareholders
present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share of stock
in his own name on the books of the corporation, whether represented in
person or by proxy.
8. At all meeting of shareholders, a shareholder, may vote by proxy
executed in writing by shareholder or by his duly authorized attorney-in-
fact. Such proxy shall be filed with the Secretary of the corporation
before or at the time of the meeting.
9. The following order of business shall be observed at all meetings of
the shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting and approving of
the minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
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10. Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a
meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action to be taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
ARTICLE II STOCK
-----------------------
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the
corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of such
shares and the date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of successions, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new certificate to the
person entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the corporation.
5. The corporation shall be entitled to treat the holder of any share as
the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the
part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by laws of this state.
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ARTICLE III DIRECTORS
-------------------------
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the shareholders at their meeting to manage the affairs
of the corporation. The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors
choosing a Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 11:00 a.m.,
on the 31st day of January of each year beginning in 2001 at the office of
the company at Carson City, NV, or at such other time or place as the
Board of Directors shall by resolution appoint; special meetings may be
called by the President or any Director giving ten (10) days notice to
each Director. Special meetings may also be called by execution of the appro-
priate waiver of notice and called when executed by a majority of the Direc-
tors of the company. A majority of the Directors shall constitute a quorum.
4. The Directors shall have the general management and control of the
business and affairs of the corporation and shall exercise all the powers
that may be exercised or performed by the corporation, under the statutes,
the Articles of Incorporation, and the By-Laws. Such management will be by
equal vote of each member of the Board of Directors with each Board member
having an equal vote.
5. The act of the majority of the Directors present at a meeting at which
a quorum is present shall be the act of the Directors.
6. A resolution, in writing, signed by all or a majority of the members
of the Board of Directors, shall constitute action by the Board of Directors
to effect therein expressed, with the same force and effect as though such
resolution had been passed at a duly convened meeting; and it shall be the
duty of the Secretary to record every such resolution in the Minute Book
of the corporation under its proper date.
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<PAGE>
7. Any or all of the Directors may be removed for cause by vote of the
shareholders or by action of the Board. Directors may be removed without
cause only by vote of shareholders.
8. A Director may resign at any time by giving written notice to the
Board, the President or the Secretary of corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt
thereof by the Board or such Officer, and the acceptance of the resignation
shall not be by necessary to make it effective
9. A Director of the corporation who is present at a meeting of the
Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall file his written
dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as the
Secretary of the meeting before the adjournment thereof or shall 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.
ARTICLE IV OFFICERS
-----------------------
1. The officers of this company shall consist of: a President, one or
more Vice Presidents, Secretary, Treasurer, and such other officer as
shall, from time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
shareholders and shall have general charge and control over the affairs of
the corporation subject to the Board of Directors. He shall sign or
countersign all certificates, contracts and other instruments of the
corporation as authorized by the Board of Directors and shall perform all
such other duties as are incident to his office or are required by him by
the Board of Directors.
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3. The VICE PRESIDENT shall exercise the functions of President during
the absence or disability of the President and shall have such powers and
such duties as may be assigned to him, from time to time, by the Board of
Directors.
4. The SECRETARY shall issue notices for all meetings as required by
the By-Laws, shall keep a record of the minutes of the proceedings of the
meetings of the shareholders and Directors, shall have charge of the
corporate books, and shall make such reports and perform such other duties as
are incident to his office, properly required of him by the Board of
Directors. He shall be responsible that the corporation complies with
Section 78.105 of the Nevada Revised Statutes and supplies to the Nevada
Resident Agent or Registered Office in Nevada, any and all amendments to
the corporation's Articles of Incorporation and any and all amendments or
changes to the By-Laws of the corporation. In compliance with Section
78.105, he will also supply to the Nevada Resident Agent or Registered
Office in Nevada, and maintain, a current statement setting out the name of
the custodian of the stock ledger or duplicate stock ledger, and the present
and complete Post Office address, including street and number, if any,
where such stock ledger or duplicate stock ledger is kept.
5. The TREASURER shall have the custody of all monies and securities
of the corporation and shall keep regular books of account. He shall
disburse the funds of the corporation in payment of the just demands
against the corporation , or as may be ordered by the Board of Directors,
making proper vouchers for such disbursements and shall render to the Board
of Directors, from time to time, as may required of him, an account of all
his transactions as Treasurer and of the financial condition of the
corporation. He shall perform all duties incident to his office or which
are properly requried of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the corporation's
registered office in the State of Nevada, upon whom process against the
corporation may be served and shall perform all duties required of him by
statute.
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7. The salaries of all Officers shall be fixed by the Board of Directors
and may be changed, from time to time, by a majority vote of the Board.
8. Each of such Officers shall serve for a term of one (1) year or until
their successors are chosen and qualified. Officers may be re-elected or
appointment for successive annual terms.
9. The Board of Directors may appoint such other Officers and Agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined, from time to time, by the Board of Directors.
10. Any Officer or Agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interest of
the corporation would be served thereby, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Directors for the
unexpired portion of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
----------------------------------------------------
The corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the corporation's request as a Director or Officer of another
corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they,
or any of them, are made parties, or a party, by reason of being or having
been Director(s) or Officer(s) of the corporation, or of such other
corporation, except, in relation to matters as to which any such Director
or Officer or former Director or Officer or person shall be adjudged in such
action, suit or proceeding to be liable for negligence or misconduct in the
performance of duty. Such indemnification shall not be deemed exclusive of
any other rights to which those indemnified may be entitled, under By-Laws,
agreement, vote of shareholders or otherwise.
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ARTICLE VI DIVIDENDS
------------------------
The Directors may, from time to time, declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms
and conditions provided by Law.
ARTICLE VII WAIVER OF NOTICE
--------------------------------
Unless otherwise provided by law, whenever any notice is required to
be given to any shareholder or Director of the corporation under the
provisions of these By-Laws or under the provisions of Articles of
Incorporation, a waiver thereof in writing, signed by the person or persons
entitled to such notice, whether before of after the time stated therein,
shall be deemed equivalent the giving of such notice.
ARTICLE VIII AMENDMENTS
---------------------------
1. Any of these By-Laws may be amended by a majority vote of the
shareholders at any annual meeting or at any special meeting called for
that purpose.
2. The Board of Directors may amend the By-Laws or adopt additional By-
Laws, but shall not alter or repeal any By-laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF:
Transcendent, Inc.
By: /s/ Morena Rodriguez
--------------------------
Secretary
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the small business issuer caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Transcendent, Inc.
(small business issuer)
/s/ Jaak Olesk
------------------------
Jaak Olesk
Chairman of the Board, President
Date: March 8, 2000
32
