UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
TROYDEN CORPORATION
(Name of Small Business Issuer in its charter)
Nevada 88-0346310
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification Number)
1135 Terminal Way, Suite 209, Reno, Nevada 89502
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (619)960-6699
Securities to be registered under Section 12(b) of the Act:
None
(Title or class)
Securities to be registered under Section 12(g) of the Act:
Common Stock, par value $.001
(Title or class)
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<TABLE>
<CAPTION>
<S> <C>
ITEM 1. DESCRIPTION OF BUSINESS. . . . . . . . . . . . . 3-5
ITEM 2. PLAN OF OPERATION. . . . . . . . . . . . . . . . 5-10
ITEM 3. DESCRIPTION OF PROPERTY. . . . . . . . . . . . . 10-11
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . 11
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS. . . . . . . . . . . . . . . 11-12
ITEM 6. EXECUTIVE COMPENSATION . . . . . . . . . . . . . 12
ITEM 7. CERTAIN RELATIONSHIP AND
RELATED TRANSACTIONS . . . . . . . . . . . . . . 12-13
ITEM 8. DESCRIPTION OF SECURITIES. . . . . . . . . . . . 13
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS. . . . . . . . . . . . . . . . . . . . . 13
ITEM 2. LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . 13
ITEM 3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . 13
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES. . . . . 13-14
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS. . . . 14
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . 15-32
</TABLE>
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
The Company is a development stage company. The Company was
incorporated in Nevada on October 10, 1995 in the State of Nevada as Troyden
Corporation with authorized capital of 50,000,000 shares of Common Stock at
$.001 par value. As of December 31, 1999, there are 310,000 shares of Common
Stock outstanding.
RISK FACTORS
NO OPERATING HISTORY, REVENUE AND ASSETS. The Company has had no operating
history nor any revenues or earnings from operations. The Company has little or
no tangible assets or financial resources. The Company will, in all likelihood,
continue to sustain operating expenses without corresponding revenues, at least
until the consummation of a business combination. This may result in the
Company incurring a net operating loss which will increase continuously until
the Company can consummate a business combination with a profitable business
opportunity. There is no assurance that the Company can identify such a
business opportunity and consummate such 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 combination(s) with
entities having established operating histories, there can be no assurance that
the Company will be successful in locating candidates meeting such criteria. In
the event the Company completes a business combination, of which there can be no
assurance, the success of the Company's operations may be dependent upon
management of the successor firm or venture partner firm and 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 with, joint ventures with and acquisitions of small
private and public entities. A large number of established and well-financed
entities, including venture capital firms, are active in mergers and
acquisitions of companies which may be desirable target candidates for the
Company. Nearly all such entities have significantly greater financial
resources, technical expertise and managerial capabilities than the Company and,
consequently, the Company will be at a competitive disadvantage in identifying
possible business opportunities and successfully completing a business
combination. Moreover, the Company will also compete in seeking merger or
acquisition candidates with numerous other small public companies.
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 merger with, joint venture with or
acquisition of, a private or public entity. There can be no assurance the
Company will be successful in identifying and evaluating suitable business
opportunities or in concluding a business combination. Management has not
identified any particular industry or specific business within an industry for
evaluation by the Company. 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.
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CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, Larry Davis, President of the Company anticipates devoting
up to twelve hours per month to the business of the Company. Larry Davis will be
the only person responsible in conducting the day to day operations of the
company including searches, evaluations, and negotiations with potential merger
or acquisition candidates. The Company has not entered into any written
employment agreement with Larry Davis and is not expected to do so in the
foreseeable future. The Company has not obtained key man life insurance on
Larry Davis. The loss of the services of Larry Davis would adversely affect
development of the Company's business and its likelihood of continuing
operations. See "ITEM 5 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS."
CONFLICTS OF INTEREST - GENERAL. Larry Davis may in the future participate
in business ventures which could be deemed to compete directly with the Company.
Larry Davis is not currently serving as officer and director of any companies.
Additional conflicts of interest and non-arms length transactions may also arise
in the future in the event the Company's current and future officers or
directors are involved in the management of any firm with which the Company
transacts business. Management has adopted a policy that the Company will not
seek a merger with, or acquisition of, 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.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has neither
conducted, nor have others made available to it, 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. Even in the event demand is identified for a merger or
acquisition contemplated by the Company, there is no assurance the Company will
be successful in completing any such business combination.
LACK OF DIVERSIFICATION. The Company's proposed operations, even if
successful, will in all likelihood result in the Company engaging in a business
combination with a business opportunity. Consequently, the Company's activities
may be limited to those engaged in by business opportunities which the Company
merges with or acquires. 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 and therefore increase 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.
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PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's Common Shares 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 Shares 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 the removal of Larry
Davis and a corresponding reduction in or elimination of his participation in
the future affairs of the Company.
POTENTIAL 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, depending on the terms of merger or
acquisition, may result in the Company issuing securities to shareholders of any
such private company. The issuance of previously authorized and unissued Common
Shares of the Company would result in reduction in percentage of shares owned by
present and prospective shareholders of the Company and may result in a change
in control or management of the Company.
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 business opportunity 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. Such 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 laws enacted for the protection of investors.
TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as 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; however, there can be no assurance that such business combination
will meet the statutory requirements of 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. Section 13 and 15(d) of the Securities Exchange Act of 1934 the
"Exchange Act"), require companies subject thereto to provide certain
information about significant acquisitions, including certified financial
statements for the company acquired, covering one, two or three 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 preclude
consummation of an otherwise desirable acquisition by the Company. Acquisition
prospects that do not have or are unable to obtain the required audited
financial statements may not be appropriate for acquisition so long as the
reporting requirements of the 1934 Act are applicable.
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ITEM 2. PLAN OF OPERATION
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues, in exchange for its
securities. The Company has no particular acquisitions in mind and has not
entered into any negotiations regarding such an acquisition. None of the
Company's officers, directors, promoters or affiliates have engaged in any
preliminary contact or discussions with any representative of any other company
regarding the possibility of an acquisition or merger between the Company and
such other company as of the date of this registration statement.
EMPLOYEES
The Company has no full time or part time employees. Larry Davis has
agreed to allocate a portion of his time to the activities of the Company,
without compensation. The Company anticipates that the business plan of the
Company can be implemented through the efforts of Larry Davis, President of the
Company, devoting up to twelve hours per month to the business affairs of the
Company, consequently, conflicts of interest may arise with respect to the
limited time commitment by such officer. See "ITEM 5 - DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS."
INDEMNIFICATION
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company. See PART II, "ITEM 5 - INDEMNIFICATION OF DIRECTORS AND
OFFICERS."
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in business opportunities presented to it by
persons or firms who or which desire to seek the perceived advantages of an
Exchange Act registered corporation. The Company will not restrict its search
to any specific business, industry, or geographical location and the Company may
participate in a business venture of virtually any kind or nature. This
discussion of the proposed business is purposefully general and is not meant to
be restrictive of the Company's virtually unlimited discretion to search for and
enter into potential business opportunities. Management anticipates that it may
be able to participate in only one potential business venture because the
Company has nominal assets and limited financial resources. See PART F/S,
"FINANCIAL STATEMENTS AND EXHIBITS." This lack of diversification should be
considered a substantial risk to shareholders of the Company because it will not
permit the Company to offset potential losses from one venture against gains
from another.
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The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company may acquire assets and establish wholly owned subsidiaries in
various businesses or acquire existing businesses as subsidiaries.
The Company may advertise and promote the Company in newspaper, magazines
and on the Internet. The Company has not yet prepared any notices or
advertisement.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Due to 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 perceived benefits of a publicly registered corporation. Such
perceived benefits may include facilitating or improving the terms on which
additional equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, providing liquidity (subject
to restrictions of applicable statutes), for all shareholders and other factors.
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.
The Company has, and will continue to have, no capital with which to
provide the owners of business opportunities with any significant cash or other
assets. However, management believes the Company will be able to offer owners
of acquisition candidates the opportunity to acquire a controlling ownership
interest in a publicly registered company without incurring the cost and time
required to conduct an initial public offering. The owners of the business
opportunities will, however, incur significant legal and accounting costs in
connection with acquisition of a business opportunity, including the costs of
preparing Form 8-K's, 10-K's or 10-KSB's, agreements and related reports and
documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically
requires that any merger or acquisition candidate comply with all applicable
reporting requirements, which include providing audited financial statements to
be included within the numerous filings relevant to complying with the 34 Act.
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
business opportunity.
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The analysis of new business opportunities will be undertaken by, or under
the supervision of, Larry Davis, who may not be considered a professional
business analyst. Larry Davis, President of the Company will be the key person
in the search, review and negotiation with potential acquisition or merger
candidates. Management intends to concentrate on identifying preliminary
prospective business opportunities which may be brought to its attention through
present associations of the Company's officer and director, or by the Company's
shareholder. In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history of
operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition of acceptance of products, services, or trades; name
identification; and other relevant factors. Officers and directors of the
Company do not expect to meet personally with management and key personnel of
the business opportunity as part of their investigation due to lack of capital.
To the extent possible, the Company intends to utilize written reports and
investigation to evaluate the above factors. The Company will not acquire or
merge with any company for which audited financial statements cannot be obtained
within a reasonable period of time after closing of the proposed transaction.
Larry Davis has limited experience in managing companies similar to the
Company and shall rely upon his own efforts and, to a much lesser extent, the
efforts of the Company's shareholder, in accomplishing the business purposes of
the Company. It is not anticipated that any outside consultants or advisors
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 contracts or agreements with
any outside consultants and none are anticipated in the future.
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.
It is anticipated that the Company will incur nominal expenses in the
implementation of its business plan described herein. Because the Company has
no capital with which to pay these anticipated expenses, Larry Davis agreed to
pay these charges with his personal funds, as interest free loans to the
Company. However, the only opportunity which management has to have these loans
repaid will be from a prospective merger or acquisition candidate. Management
has agreed that the repayment of any loans made on behalf of the Company will
not impede, or be made conditional in any manner, to consummation of a proposed
transaction.
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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, or licensing agreement with another corporation or entity. It may also
acquire stock or assets of an existing business. On the consummation of a
transaction, it is probable that the present management and shareholders of the
Company will no longer be in control of the Company. In addition, the Company's
directors may, as part of the terms of the acquisition transaction, resign and
be replaced by new directors without a vote of the Company's shareholders or may
sell their stock in the Company. Any terms of sale of the shares presently held
by officers and/or directors of the Company will be also afforded to all other
shareholders of the Company on similar terms and conditions. Any and all such
sales will only be made in compliance with the securities laws of the United
States and any applicable state.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. In some circumstances, however, as a
negotiated element of its transaction, the Company may agree to register all or
a part of such securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, of which there can be
no assurance, it will be undertaken by the surviving entity after the Company
has successfully consummated a merger or acquisition and the Company is no
longer considered a "shell" company. Until such time as this occurs, the
Company will not attempt to register any additional securities. The issuance of
substantial additional securities and their potential sale into any trading
market which may develop in the Company's securities may have a depressive
effect on the value of the Company's securities in the future, if such a market
develops, of which there is no assurance.
As part of the Company's investigation, officers and Directors of the
Company may personally meet with management and key personnel, may visit and
inspect material facilities, obtain analysis of 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 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 negotiation strength of the Company and such
other management.
With respect to any merger or acquisition, negotiations with target company
management is expected to focus on the percentage of the Company which the
target company shareholders would acquire in exchange for all of 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 substantially 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 diluting effect on the percentage
of shares held by the Company's then shareholders.
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The Company will participate in a business opportunity only after the
negotiation and execution of appropriate written agreements. Although the terms
of such agreements cannot be predicted, generally such agreements will require
some specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
As stated hereinabove, the Company will not acquire or merge with any
entity which cannot provide independent audited financial statements within a
reasonable period of time after closing of the proposed transaction. The
Company is subject to all of the reporting requirements included in the 1934
Act. Included in these requirements is the affirmative duty of the Company to
file independent audited financial statements as part of its Form 8-K to be
filed with the Securities and Exchange Commission upon consummation of a merger
or acquisition, as well as the Company's audited financial statements included
in its annual report on Form 10-K (or 10-KSB, as applicable). If such audited
financial statements are not available at closing, or within time parameters
necessary to insure the Company's compliance with the requirements of the 1934
Act, or if the audited financial statements provided do not conform to the
representations made by the candidate to be acquired in the closing documents,
the closing documents will provide that the proposed transaction will be
voidable at the discretion of the present management of the Company. If such
transaction is voided, the agreement will also contain a provision providing for
the acquisition entity to reimburse the Company for all costs associated with
the proposed transaction.
The Company does not intend to make any loans to any prospective
acquisition or merger candidates or to unaffiliated third parties. The Company
may make loans only to prospective acquisition or merger candidates only when
such fund is available, the Company has entered into an acquisition or merger
agreement and making a loan to the acquisition or merger candidate is beneficial
to the Company. The criteria that will be used in determining whether to make
loans is the availability and the need of cash by the acquisition or merger
candidate in order to complete the acquisition or merger. The loan may be either
secured or non-secured depending on the result of negotiation and there are no
limitations as to the amounts that may be loaned.
The Company does not intends to provide the Company's security holders with
any complete disclosure documents, including audited financial statements,
concerning an acquisition or merger candidate and its business prior to the
consummation of any acquisition or merger transaction.
COMPETITION
The Company will remain an insignificant participant among the firms that
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
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ITEM 3. DESCRIPTION OF PROPERTY.
The Company currently maintains a mailing address of 1135 Terminal Way,
Suite 209, Reno, NV 89502, which is the address of its resident agent. The
Company pays no rent for the use of this mailing address. The Company does not
believe that it will need to maintain an office at any time in the foreseeable
future in order to carry out its plan of operations described herein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information as of December 31, 1999
regarding the beneficial ownership of the Company's Common Stock by (i) each
stockholder known by the Company to be the beneficial owner of more than 5% of
the Company's Common Stock, (ii) by each Director and executive officer of the
Company and (iii) by all executive officer and Directors of the Company as a
group. Each of the persons named in the table has sole voting and investment
power with respect to Common Stock beneficially owned.
<TABLE>
<CAPTION>
Number of Percentage of
Name of Stockholder Shares Owned Shares owned
<S> <C> <C>
Larry Davis 20,000 6.45%
1839 Denstone Place
Lemon Grove, CA 91945
President, Director
Teresa Gardner, 10,000 3.23%
4815 Del Mar Ave.
San Diego, CA 92107
Secretary, Treasurer, Director
</TABLE>
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
OFFICERS AND DIRECTORS
The following table sets forth certain information concerning each of the
Company's directors and executive officers:
Name Age Position
Larry Davis 41 President, and Director
Teresa Gardner 24 Secretary, Treasurer, and Director
The Officers and Directors identified in above table are the Company's only
promoters.
CONFLICTS OF INTEREST
The officer and director of the Company is and may in the future become
shareholder, officer or director of other companies which may be formed for the
purpose of engaging in business activities similar to those conducted by the
Company. Accordingly, additional direct conflicts of interest may arise in the
future with respect to such individual acting on behalf of the Company or other
entities. Moreover, additional conflicts of interest may arise with respect to
opportunities which come to the attention of such individual in the performance
of his duties or otherwise. 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.
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There are no agreements or understandings for Larry Davis to resign at the
request of another person and that Larry Davis is not acting on behalf of or
will act at the direction of any other person except at the time of the
acquisition or merger and at the request of the controlling persons of the
acquisition or merger candidate. The Company expects that the controlling
persons of the acquisition or merger candidate will ask all of the current
Officers and Directors to resign at the time of the acquisition or merger
because they will become controlling persons of the Company.
REGULATION AND TAXATION
The Investment Company Act of 1940 defines an "investment company" as an issuer
that is or holds itself out as being engaged primarily in the business of
investing, reinvesting or trading of securities. While the Company does not
intend to engage in such activities, the Company could become subject to
regulation under the Investment Company Act of 1940 in the event the Company
obtains or continues to 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 that the Company could be classified as an "investment company."
The Company intends to structure a merger or acquisition in such a manner as to
minimize Federal and state tax consequences to the Company and to any target
company.
ITEM 6. EXECUTIVE COMPENSATION.
No compensation is paid or anticipated to be paid by the Company beside the
10,000 shares of Common Stock that was issued to Teresa Gardner on December 8,
1999 for being an officer and director of the Company for the since November
1996. It is possible that upon an acquisition some compensation may be paid to
management. On acquisition of a business opportunity, current management may
resign and be replaced by persons associated with the business opportunity
acquired, particularly if the Company participates in a business opportunity by
effecting a reorganization, merger or consolidation. If any member of current
management remains after effecting a business opportunity acquisition, that
member's time commitment will likely be adjusted based on the nature and method
of the acquisition and location of the business which cannot be predicted.
Compensation of management will be determined by the new board of directors, and
shareholders of the Company will not have the opportunity to vote on or approve
such compensation.
Directors currently receive no compensation for their duties as directors.
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with organizing the Company, on October 12, 1995, persons
consisting of its officers, directors, and other individuals were issued a total
of 300,000 shares of Common Stock at a value of $.01 per share. On December 8,
1999, 10,000 shares were issued to Teresa Gardner for serving as an officer and
director of the Company since November 1996 without compensation resulting in a
total of 310,000 shares outstanding. Prior to the issuance on December 8, 1999,
Teresa Gardner was not previously a shareholder of the Company.
ITEM 8. DESCRIPTION OF SECURITIES.
COMMON STOCK
The Articles of Incorporation currently authorizes the Company to issue
fifty million (50,000,000) shares of Common Stock at $.001 par value. Each
holder of the Common Stock shall be entitled to one vote for each share of
Common Stock held. As of December 31, 1999, there are three hundred and ten
thousand (310,000) shares of Common Stock outstanding.
Upon liquidation of the Company, each shareholder is entitled to receive a
proportionate share of the Company's assets available for distribution to
shareholders after the payment of liabilities and after distribution in full of
preferential amounts, if any. All shares of the Company's Common Stock issued
and outstanding are fully-paid and non-assessable. Holders of the Common Stock
are entitled to share pro rata in dividends and distributions with respect to
the Common Stock, as may be declared by the Board of Directors out of funds
legally available therefor.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock has never been trading. The Company plans to
apply to have its Common Stock traded on the over-the-counter market and listed
on the OTC Bulletin Board. There is no assurance that a trading market will ever
develop or, if such a market does develop, that it will continue.
As of December 31, 1999, the number of holders of the Company's Common
Stock was 31.
DIVIDEND POLICY
The Company has not paid any cash dividends on its Common Stock and
presently intends to continue a policy of retaining earnings, if any, for
reinvestment in its business.
ITEM 2. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of said accountants.
13
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
The Company has not had any recent sales of unregistered securities.
There have been no sales of the Company's securities. As noted above, in
connection with organizing the Company, on October 12, 1995, persons consisting
of its officers, directors, and other individuals were issued a total of 300,000
shares of Common Stock at a value of $.01 per share. On December 8, 1999, an
additional 10,000 shares were issued, resulting in a total of 310,000 shares
outstanding.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company shall indemnify to the fullest extent permitted by, and in the
manner permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer of the Company, or served any other enterprise as
director, officer or employee at the request of the Company. The Board of
Directors, in its discretion, shall have the power on behalf of the Company to
indemnify any person, other than a director or officer, made a party to any
action, suit or proceeding by reason of the fact that he/she is or was an
employee of the Company.
INDEMNIFICATION OF OFFICERS OR PERSONS CONTROLLING THE COMPANY FOR LIABILITIES
ARISING UNDER THE SECURITIES ACT OF 1933, IS HELD TO BE AGAINST PUBLIC POLICY BY
THE SECURITIES AND EXCHANGE COMMISSION AND IS THEREFORE UNENFORCEABLE.
PART F/S
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The following financial statements of the Company are filed as part of this
Report:
(1) Financial Statements Page
Report of Independent Auditors F-1
Balance Sheet as of December 31, 1999 F-2
Statements of Operations,
For the Years Ended December 31, 1999 and
September 30, 1999 F-3
Statements of Cash Flows,
For the Years Ended December 31, 1999 and
September 30, 1999 F-4
Notes to Financial Statements as of
December 31, 1999 F-5
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
14
<PAGE>
Date: February 29, 2000 By: /s/ Larry Davis
-----------------
President
CONSIDINE & CONSIDINE
----------------------------
CERTIFIED PUBLIC ACCOUNTANTS
REPORT OF INDEPENDENT AUDITORS
To the Stockholders
Troyden Corporation
We have audited the accompanying balance sheets of Troyden Corporation as of
December 31, 1999, September 30, 1999, and 1998, and the related statements of
operations, changes in stockholders' equity, and cash flows for the three months
and years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements base on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Troyden Corporation as of
December 31, 1999, and September 30, 1999, and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ CONSIDINE & CONSIDINE
CONSIDINE & CONSIDINE
An Accountancy Corporation
January 25, 2000
San Diego, California
August 10, 1999
1501 Fifth Avenue, Suite 400, San Diego, CA 92101-3202,
TEL (619) 231-1977, FAX (619) 231-8244
F-1
<PAGE>
<TABLE>
<CAPTION>
TROYDEN CORPORATION
BALANCE SHEETS
3 MONTHS 12 MONTHS 12 MONTHS
ENDED ENDED ENDED
12/31/99 09/30/99 09/30/98
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS
Stockholder Advance (Note 3) $ 0 $ 0 $ 8,121
1139 Refund Receivable (Note 6) 0 0 1,203
----------- ----------- ----------
0 0 9,324
PROPERTY AND EQUIPMENT (Note 4) 0 0 262
OTHER ASSETS
Organization Costs (Note 5) 75 100 209
----------- ----------- ----------
TOTAL ASSETS 75 100 9,795
=========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Bank Overdraft 0 0 0
Accrued Income Taxes (Note 6) 16,460 14,367 14,698
----------- ----------- ----------
16,460 14,367 14,698
STOCKHOLDERS' EQUITY
Common Stock (Note 7) 3,010 3,000 3,000
Accumulated Deficit (19,395) ( 9,146) ( 7,903)
Dividends 0 ( 8,121) 0
----------- ----------- ----------
(16,385) (14,267) ( 4,903)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 75 $ 125 $ 9,795
=========== =========== ==========
</TABLE>
See Accompanying Notes
F-2
<PAGE>
<TABLE>
<CAPTION>
TROYDEN CORPORATION
STATEMENTS OF OPERATIONS
3 MONTHS 12 MONTHS 12 MONTHS
ENDED ENDED ENDED
12/31/99 09/30/99 09/30/98
<S> <C> <C> <C>
REVENUE
Management Fees $ 0 $ 0 $ 0
OPERATING EXPENSES
Amortization 84 109 91
Automobile 0 0 2,888
Bank Charges 0 0 447
Depreciation 188 188 151
Loss on Disposal of Asset 74 74 0
Meals & Entertainment 0 0 787
Office Supplies 0 0 598
Penalties & Interest 59 72 66
Professional Services 0 0 936
Rent 0 0 0
Repairs & Maintenance 0 0 0
Tax & License 0 0 35
Telephone 0 0 60
Travel 0 0 2,395
----------- ----------- -----------
405 443 8,454
----------- ----------- -----------
LOSS BEFORE TAX ( 405) ( 443) ( 8,454)
INCOME TAX EXPENSE (Note 6) 800 800 800
----------- ----------- -----------
NET LOSS ( 2,128) ( 1,243) ( 9,254)
=========== =========== ===========
</TABLE>
See Accompanying Notes
F-3
<PAGE>
<TABLE>
<CAPTION>
TROYDEN CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
3 MONTHS 12 MONTHS 12 MONTHS
ENDED ENDED ENDED
12/31/99 09/30/99 09/30/98
<S> <C> <C> <C>
COMMON STOCK - BEGINNING OF YEAR $ 3,000 $ 3,000 $ 3,000
Common Stock Issued 10 0 0
--------- --------- ---------
COMMON STOCK - END OF YEAR 3,010 3,000 3,000
ACCUMULATED DEFICIT - BEGINNING OF YEAR (17,267) ( 7,903) 148
1139 Tax Refund 0 0 1,203
Net Loss ( 2,128) ( 1,243) ( 9,254)
Dividends
--------- --------- ---------
ACCUMULATED DEFICIT - END OF YEAR ( 19,395)( 17,267) ( 7,903)
TOTAL SHAREHOLDERS' EQUITY $(16,385)( 14,267) $( 4,903)
========= ========= =========
</TABLE>
See Accompanying Notes
F-4
<PAGE>
<TABLE>
<CAPTION>
TROYDEN CORPORATION
STATEMENTS OF CASH FLOWS
3 MONTHS 12 MONTHS 12 MONTHS
ENDED ENDED ENDED
12/31/99 09/30/99 09/30/98
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ ( 2,128) $ ( 1,205) $( 9,254)
ADJUSTMENTS TO RECONCILE NET LOSS TO
NET CASH USED BY OPERATING ACTIVITIES
Depreciation and Amortization 25 297 242
Loss on Disposal of Assets 0 74 0
Decrease/(Increase) in 1139 Refund 0 1,203 ( 1,203)
Increase/(Decrease) in Accrued Taxes 2,103 (331) 866
Increase in Retained Earnings for
1139 Refund 0 0 1,203
----------- ----------- ----------
2,128 1,243 1,108
----------- ----------- ----------
NET CASH USED BY OPERATING ACTIVITIES 0 0 ( 8,146)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Property and Equipment 0 0 0
CASH FLOWS FROM FINANCING ACTIVITIES
Payments Received on Stockholder
Advance 0 0 13,137
----------- ----------- ----------
NET INCREASE/(DECREASE) IN CASH 0 0 4,991
CASH, BEGINNING 0 0 ( 4,991)
----------- ----------- ----------
CASH, ENDING $ 0 $ 0 $ 0
=========== =========== ==========
SUPPLEMENTAL DISCLOSURES
Interest Paid $ 0 $ 0 $ 0
Income Taxes Paid $ 0 $ 0 $ 0
</TABLE>
SUPPLEMENTAL DISCLOUSRES OF NON-CASH FINANCING ACTIVITIES
The Stockholder Advance of $8,121 at September 30, 1998, was recorded as a
Dividend on July 31, 1999.
See Accompanying Notes
F-5
TROYDEN CORPORATION
NOTES TO THE FINANCIAL STATEMENTS
NOTE 1 THE COMPANY
Troyden Corporation has existed as a development stage company which is seeking
to acquire business opportunities not yet identified.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting - The financial statements have been prepared using the
accrual method in conformity with generally accepted accounting principles.
Cash - The Company considers financial instruments with a fixed maturity date of
less than three months to be cash equivalents.
Property and Equipment - Property and Equipment are carried at cost.
Depreciation is computed using the straight-line method of depreciation over the
assets' estimated useful life of five years. Maintenance and repairs are
charged to the expense as incurred; major renewals and betterments are
capitalized. When items of property and equipment are sold or retired, the
related cost and accumulated depreciation are removed from the accounts, and any
gain or loss is included in income.
Organization Costs - The costs associated with the formation of Troyden
Corporation have been capitalized and are being amortized over a five year
period using the straight-line method.
Deferred Taxes - The Company has adopted Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. SFAS 109 is an asset
and liability approach that requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events that have been
recognized in the Company's financial statements or tax returns. In estimating
future tax consequences, SFAS 109 generally considers all expected future events
other than enactments of changes in the tax law or rates. Management has
elected not to recognize any deferred tax due to its relative immaterially to
the overall financial statements.
The Company has elected to change its fiscal and tax year-end from September 30
to December 31 effective December 31, 1999.
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 reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
F-5
<PAGE>
NOTE 3 STOCKHOLDER ADVANCE
The Stockholder Advance represents amounts borrowed by Troy and Dennese Flowers,
then President and Secretary. The advance was distributed as a dividend as of
July 31, 1999.
NOTE 4 PROPERTY AND EQUIPMENT
Property and equipment are summarized as follows:
<TABLE>
<CAPTION>
3 MONTHS 12 MONTHS 12 MONTHS
ENDED ENDED ENDED
12/31/99 09/30/99 09/30/98
---------- ----------- ---------
<S> <C> <C> <C>
Cell Phones $ 0 $ 0 $ 1,251
Computers 0 0 2,750
---------- ----------- ---------
0 0 4,001
Accumulated Depreciation 0 0 ( 3,739)
---------- ----------- ---------
$ 0 $ 0 $ 262
========== =========== =========
</TABLE>
NOTE 5 ORGANIZATION COSTS
Organization costs are shown net of $425 in accumulated
amortization for the three months ended December 31, 1999, and $400
and $291 for the years ended September 31, 1999, and 1998,
respectively.
NOTE 6 INCOME TAXES
Income Taxes are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ---------- -----------
<S> <C> <C> <C>
Taxable Loss $ ( 1,328) $( 405) $ ( 8,454)
Taxes:
Federal 0 0 0
State 800 800 800
------------ ---------- -----------
Income Tax Expense 800 800 800
Add: Prior Year's Tax Due 14,367 14,698 13,832
Interest & Penalties 1,293 72 66
Less: Taxes Paid 0 0 0
1139 Refund 0 ( 1,203) 0
------------ ---------- -----------
Accrued Income Tax 16,460 $ 14,354 $ 14,698
============ ========== ===========
</TABLE>
E 7 COMMON STOCK
There are 50,000,000 shares of $.001 par common stock authorized, with 310,000
shares issued and outstanding. The outstanding shares are owned by 31
shareholders.
F-6
<PAGE>
PART III
Item 1. Index to Exhibits.
Exhibit 1. Articles of Incorporation.
Exhibit 2. Bylaws.
Exhibit 3. Consent of Considine & Considine, Certified Public Accountants.
EXHIBIT 2(a). ARTICLES OF INCORPORATION.
ARTICLES OF INCORPORATION
OF
TROYDEN CORPORATION
FILED
IN THE OFFICE OF THE
STATE OF NEVADA
OCT 10, 1995
DEAN HELLER SECRETARY OF STATE
/S/ DEAN HELLER
17649-95
Know all men by these present;
That the undersigned, have this day voluntarily associated ourselves together
for the purposes of forming a corporation under and pursuant of Nevada Revised
Statutes 78.010. to Nevada Revised Statues 78.090 inclusive, as amended, and
certify that;
1. The name of this corporation is:
Troyden Corporation
2. Offices for the transaction of any business of the Corporation, and where
meetings of the Board of Directors and of Stockholders may be held, may be
established and maintained in any part of the State of Nevada, or in any other
state, territory, or possession of the United States.
3. The nature of the business is to engage in any lawful activity.
4. The Capital Stock shall consist of 50,000,000 shares of common stock, $.001
par value.
5. The members of the governing board of the corporation shall be styled
Directors, of which there shall be no less than 1. The Directors of this
corporation need not be shareholders. The first Board of Directors is: Daniel
Winter, whose address is 3181 C Pinehurst, Las Vegas, NV 89109.
6. This corporation shall have perpetual existence.
22
<PAGE>
7. The name and address of each of the incorporators signing these Articles of
Incorporation are as follows: Daniel Winter, whose address is 3181 C Pinehurst,
Las Vegas, NV 89109.
8. This Corporation shall have a president, a secretary, a treasurer, and a
resident agent, to be chosen by the Board of Directors, any person may hold two
or more offices.
9. The resident agent of this Corporation shall be Daniel Winter, 3181 C
Pinehurst, Las Vegas, NV 89109.
10. The Capital Stock of the corporation, after the fixed consideration thereof
has been paid or performed, shall not be subject to assessment, and the
individual liable for the debts and liabilities of the Corporation, and the
Articles of Incorporation shall never be amended as the aforesaid provisions.
11. No director or officer of the corporation shall be personally liable to the
corporation of 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 for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or the payment of
dividends in violation of Section 78.300 of the Nevada Revised Statues. Any
repeal or modification of this Article of 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.
I, the undersigned, being the incorporator herein above 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 within stated are true, and accordingly have hereunto
set my hand this 10th day of October, 1995.
/s/ Daniel Winter
3181 C Pinehurst
Las Vegas, NV 89109
EXHIBIT 2(b). BYLAWS.
(A Nevada Corporation)
BYLAWS
OF
TROYDEN CORPORATION
ARTICLE I
MEETING OF STOCKHOLDERS
SECTION 1. The annual meeting of the stockholders of the Company shall be held
at its office in the City of Las Vegas, Clark County, at 10:00 o'clock a.m. on
the 10th day of October in each year, if not a legal holiday, and if a legal
holiday, then on the next succeeding day not a legal holiday, for the purpose of
electing directors of the Company to serve during the ensuing year and for the
transaction of such other business as may be brought before the meeting.
23
<PAGE>
At least five days' written notice specifying the time and place, when and
where, the annual meeting shall be convened, shall be mailed in a United States
Post Office addressed to each of the stockholders of record at the time of
issuing the notice at his or her, or its address last known, as the same appears
on the books of the Company.
SECTION 2. Special meetings of the stockholders may be held at the office of the
Company in the State Of Nevada, or elsewhere, whenever called by the President,
or by the Board of Directors, or by vote of, or by an instrument in writing
signed by the holders of 51% of the issued and outstanding capital stock of the
Company. At least ten days' written notice of such meeting, specifying the day
and hour and place, when and where such meeting shall be convened, and objects
for calling the some, shall be mailed in a United States Post Office, addressed
to each of the stockholders of record at the time of issuing the notice, at his
or her or its address last known, as the some appears on the books of the
Company.
SECTION 3. If all the stockholders of the Company shall waive notice of a
meeting, no notice of such meeting shall be required, and whenever all of the
stockholders shall meet in person or by proxy, such meeting shall be valid for
all purposes without call or notice, and at such meeting any corporate action
may be taken.
The written certificate of the officer or officers calling any meeting setting
forth the substance of the notice, and the time and place of the mailing of the
same to the several stockholders, and the respective addresses to which the some
were mailed, shall be prima facie evidence of the manner and fact of the calling
and giving such notice.
If the address of any stockholder does not appear upon the books of the Company,
it will be sufficient to address any notice to such stockholder at the principal
office of the corporation.
SECTION 4. All business lawful to be transacted by the stockholders of the
Company may be transacted at any special meeting or at any adjournment thereof.
Only such business, however, shall be acted upon at special meeting of the
stockholders as shall have been referred to in the notice calling such meetings,
but at any stockholders' meeting at which all of the outstanding capital stock
of the Company is represented, either in person or by proxy, any lawful business
may be transacted, and such meeting shall be valid for all purposes.
SECTION 5. At the stockholders' meetings the holders of fifty-one percent (51 %)
in amount of the entire issued and outstanding capital stock of the Company,
shall constitute a quorum for all purposes of such meetings.
If the holders of the amount of stock necessary to constitute a quorum shall
fail to attend, in person or by proxy, at the time and place fixed by these
By-Laws for any annual meeting, or fixed by a notice as above provided for a
special meeting, a majority in interest of the stockholders present in person or
by proxy may adjourn from time to time without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to constitute a
quorum shall attend. At any such adjourned meeting at which a quorum shall be
present, any business may be transacted which might have been transacted as
originally called.
24
<PAGE>
SECTION 6. At each meeting of the stockholders every stockholder shall be
entitled to vote in person or by his duly authorized proxy appointed by
instrument in writing subscribed by such stockholder or by his duly authorized
attorney. Each stockholder shall have one vote for each share of stock standing
registered in his or her or its name on the books of the corporation, ten days
preceding the day of such meeting. The votes for directors, and upon demand by
any stockholder, the votes upon any question before the meeting, shall be viva
voce.
At each meeting of the stockholders, a full, true and complete list, in
alphabetical order, of all the stockholders entitled to vote at such meeting,
and indicating the number of shares held by each, certified by the Secretary of
the Company, shall be furnished, which list shall be prepared at least ten days
before such meeting, and shall be open to the inspection of the stockholders, or
their agents or proxies, at the place where such meeting is to be held, and for
ten days prior thereto. Only the persons in whose names shares of stock are
registered on the books of the Company for ten days preceding the date of such
meeting, as evidenced by the list of stockholders, shall be entitled to vote at
such meeting. Proxies and powers of Attorney to vote must be filed with the
Secretary of the Company before an election or a meeting of the stockholders, or
they cannot be used at such election or meeting.
SECTION 7. At each meeting of the stockholders the polls shall be opened and
closed; the proxies and ballots issued, received, and be taken in charge of, for
the purpose of the meeting, and all questions touching the qualifications of
voters and the validity of proxies, and the acceptance or rejection of votes,
shall be decided by two inspectors. Such inspectors shall be appointed at the
meeting by the presiding officer of the meeting.
SECTION 8. At the stockholders' meetings, the regular order of business shall be
as follows:
1. Reading and approval of the Minutes of previous meeting or meetings;
2. Reports of the Board of Directors, the President, Treasurer and
Secretary of the Company in the order named;
3. Reports of Committee;
4. Election of Directors;
5. Unfinished Business;
6. New Business;
7. Adjournment.
ARTICLE 11
DIRECTORS AND THEIR MEETINGS
SECTION 1. The Board of Directors of the Company shall consist of no less than
one person who shall be chosen by the stockholders annually, at the annual
meeting of the Company, and who shall hold office for one year, and until their
successors are elected and qualify.
25
<PAGE>
SECTION 2. When any vacancy occurs among the Directors by death, resignation,
disqualification or other cause, the stockholders, at any regular or special
meeting, or at any adjourned meeting thereof, or the remaining Directors, by the
affirmative vote of a majority thereof, shall elect a successor to hold office
for the unexpired portion of the term of the Director whose place shall have
become vacant and until his successor shall have been elected and shall qualify.
SEC71ON 3. Meeting of the Directors may be held at the principal office of the
Company in the state of Nevada, or elsewhere, at such place or places as the
Board of Directors may, from time to time, determine.
SECTION 4. Without notice or call, the Board of Directors shall hold its first
annual meeting for the year immediately after the annual meeting of the
stockholders or immediately after the election of Directors at such annual
meeting.
Regular meetings of the Board of Directors shall be held at the office of the
Company in the City of Las Vegas, State of Nevada on May I at I 1:00 o'clock in
the a.m. Notice of such regular meetings shall be mailed to each Director by the
Secretary at least three days previous to the day fixed for such meetings, but
no regular meeting shall be held void or invalid if such notice is not given,
provided the meeting is held at the time and place fixed by these By-Laws for
holding such regular meetings.
Special meetings of the Board of Directors may be held on the call of the
President or Secretary on at least three days notice by mail or telegraph.
Any meeting of the Board, no matter where held, at which all of the members
shall be present, even though without or of which notice shall have been waived
by all absentees, provided a quorum shall be present, shall be valid for all
purposes unless otherwise indicated in the notice calling the meeting or in the
waiver of notice.
Any and all business may be transacted by any meeting of the Board of Directors,
either regular or special.
SECTION 5. A majority of the Board of Directors in office shall constitute a
quorum for the transaction of business, but if at any meeting of the Board there
be less than a quorum present, a majority of those present may adjourn from time
to time, until a quorum shall be present, and no notice of such adjournment
shall be required. The Board of Directors may prescribe rules not in conflict
with these By-Laws for the conduct of its business; provided, however, that in
the fixing of salaries of the officers of the corporation, the unanimous action
of all of the Directors shall be required.
SECTION 6. A Director need not be a stockholder of the corporation.
SECTION 7. The Directors shall be allowed and paid all necessary expenses
incurred in attending any meeting of the Board, but shall not receive any
compensation for their services as Directors until such time as the Company is
able to declare and pay dividends on its capital stock.
26
<PAGE>
SECTION 8. The Board of Directors shall make a report to the stockholders at
annual meetings of the stockholders of the condition of the Company, and shall,
at request, furnish each of the stockholders with ci true copy thereof.
The Board of Directors in its discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders called for
the purpose of considering any such contract or act, which, it approved, or
ratified by the vote of the holders of a majority of the capital stock of the
Company represented in person or by proxy at such meeting, provided that a
lawful quorum of stockholders be there represented in person or by proxy, shall
be valid and binding upon the corporation and upon all the stockholders thereof,
as if it had been approved or ratified by every stockholder of the corporation.
SECTION 9. The Board of Directors shall have the power from time to time to
provide for the management of the offices of the Company in such manner as they
see fit, and in particular from time to time to delegate any of the powers of
the Board in the course of the current business of the Company to any standing
or special committee or to any officer or agent and to appoint any persons to be
agents of the Company with such powers (including the power to subdelegate), and
upon such terms as may be deemed fit.
SECTION 10. The Board of Directors is vested with the complete and unrestrained
authority in the management of all the affairs of the Company, and is authorized
to exercise for such purpose as the General Agent of the Company, its entire
corporate authority.
SECTION 11. The regular order of business at meetings of the Board of Directors
shall be as follows:
1. Reading and approval of the minutes of any previous meeting or
meetings;
2. Reports of officers and committeemen;
3. Election of officers;
4. Unfinished business;
5. New business;
6. Adjournment.
ARTICLE III
OFFICERS AND THEIR DUTIES
SECTION 1. The Board of Directors, at its first and after each meeting after the
annual meeting of stockholders, shall elect a President, a Secretary and a
Treasurer, to hold office for one year next coming, and until their successors
are elected and qualify. The offices of the President, Secretary, and Treasurer
may be held by one person.
Any vacancy in any of said offices may be filled by the Board of Directors.
27
<PAGE>
The Board of Directors may from time to time, by resolution, appoint such
additional Vice Presidents and additional Assistant Secretaries, Assistant
Treasurer and Transfer Agents of the Company as it may deem advisable; prescribe
their duties, and fix their compensation, and all such appointed officers shall
be subject to removal at any time by the Board of Directors. All officers,
agents, and factors of the Company shall be chosen and appointed in such manner
and shall hold their office for such terms as the Board of Directors may by
resolution prescribe.
SECTION 2. The President shall be the executive officer of the Company and shall
have the supervision and, subject to the control of the Board of Directors, the
direction of the Company's affairs, with full power to execute all resolutions
and orders of the Board of Directors not especially entrusted to some other
officer of the Company. He shall be a member of the Executive Committee, and
the Chairman thereof; he shall preside at all meetings of the Board of
Directors, and at all meetings of the stockholders, and shall sign the
Certificates of Stock issued by the Company, and shall perform such other duties
as shall be prescribed by the Board of Directors.
SECTION 3. The Vice-President shall be vested with all the powers and perform
all the duties of the President in his absence or inability to act, including
the signing of the Certificates of Stock issued by the Company, and he shall so
perform such other duties as shall be prescribed by the Board of Directors.
SECTION 4. The Treasurer shall have the custody of all the funds and securities
of the Company. When necessary or proper he shall endorse on behalf of the
Company for collection checks, notes, and other obligations; he shall deposit
all monies to the credit of the Company in such bank or banks or other
depository as the Board of Directors may designate; he shall sign all receipts
and vouchers for payments made by the Company, except as herein otherwise
provided. He shall sign with the President all bills of exchange and promissory
notes of the Company; he shall also have the care and custody of the stocks,
bonds, certificates, vouchers, evidence of debts, securities, and such other
property belonging to the Company as the Board of Directors shall designate; he
shall sign all papers required by low or by those Bylaws or the Board of
Directors to be signed by the Treasurer. Whenever required by the Board of
Directors, he shall render a statement of his cash account, he shall enter
regularly in the books of the Company to be kept by him for the purpose, full
and accurate accounts of all monies received and paid by him on account of the
Company. He shall at all reasonable times exhibit the books of account to any
Directors of the Company during business hours, and he shall perform all acts
incident to the position of Treasurer subject to the control of the Board of
Directors.
The Treasurer shall, if required by the Board of Directors, give bond to the
Company conditioned for the faithful performance of all his duties as Treasurer
in such sum, and with such surety as shall be approved by the Board of
Directors, with expense of such bond to be borne by the Company.
SECTION 5. The Board of Directors may appoint an Assistant Treasurer who shall
have such powers and perform such duties as may be prescribed for him by the
Treasurer of the Company or by the Board of Directors, and the Board of
Directors shall require the Assistant Treasurer to give a bond to the Company in
such sum and with such security as it shall approve, as conditioned for the
faithful performance of his duties as Assistant Treasurer, the expense of such
bond to be borne by the Company.
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SECTION 6. The Secretary shall keep the Minutes of all meetings of the Board of
Directors and the Minutes of all meetings of the stockholders and of the
Executive Committee in books provided for that purpose. He shall attend to the
giving and serving of all notices of the Company; he may sign with the President
or Vice-President, in the name of the Company, all contracts authorized by the
Board of Directors or Executive Committee; he shall affix the corporate seal of
the Company thereto when so authorized by the Board of Directors or Executive
Committee; he shall have the custody of the corporate seal of the Company; he
shall affix the corporate seal to all certificates of stock duly issued by the
Company; he shall have charge of Stock Certificate Books, Transfer books and
Stock Ledgers, and such other books and papers as the Board of Directors or the
Executive Committee may direct, all of which shall at all reasonable times be
open to the examination of any Director upon application at the office of the
Company during business hours, and he shall, in general, perform all duties
incident to the office of Secretary.
SECTION 7. The Board of Directors may appoint an Assistant Secretary who shall
have such powers and perform such duties as may be prescribed for him by the
Secretary of the Company or by the Board of Directors.
SECTION 8. Unless otherwise ordered by the Board of Directors, the President
shall have full power and authority in behalf of the Company to attend and to
act and to vote at any meetings of the stockholders of any corporation in which
the Company may hold stock, and at any such meetings, shall possess and may
exercise any and all rights and powers incident to the ownership of such stock,
and which as the new owner thereof, the Company might have possessed and
exercised if present. The Board of Directors, by resolution, from time to time,
may confer like powers on any person or persons in place of the President to
represent the Company for the purposes in this section mentioned.
ARTICLE IV
CAPITAL STOCK
SECTION 1. The capital stock of the Company shall be issued in such manner and
at such times and upon such conditions as shall be prescribed by the Board of
Directors.
SECTION 2. Ownership of stock in the Company shall be evidenced by certificates
of stock in such forms as shall be prescribed by the Board of Directors, and
shall be under the seal of the Company and signed by the President or the
Vice-President and also by the Secretary or by an Assistant Secretary.
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.
No certificates shall be valid unless it is signed by the President or
Vice-President and by the Secretary or Assistant Secretary.
All certificates surrendered to the Company shall be canceled and no new
certificate shall be issued until the former certificate for the same number of
shares shall have been surrendered or canceled.
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SECTION 3. No transfer of stock shall be valid as against the Company except on
surrender and cancellation of the certificate therefore, accompanied by an
assignment or transfer by the owner therefore, made either in person or under
assignment, a new certificate shall be issued therefore.
Whenever any transfer shall be expressed as made for collateral security and not
absolutely, the same shall be so expressed in the entry of said transfer on the
books of the Company.
SECTION 4. The Board of Directors shall have power and authority to make all
such rules and regulations not inconsistent herewith as it may deem expedient
concerning the issue, transfer and registration of certificates for shares of
the capital stock of the Company.
The Board of Directors may appoint a transfer agent and a registrar of transfers
and may require all stock certificates to bear the signature of such transfer
agent and such registrar of transfer.
SECTION 5. The Stock Transfer Books shall be closed for all meetings of the
stockholders for the period of ten days prior to such meetings and shall be
closed for the payment of dividends during such periods as from time to time may
be fixed by the Board of Directors, and during such periods no stock shall be
transferable.
SECTION 6. Any person or persons applying for a certificate of stock in lieu of
one alleged to have been lost or destroyed, shall make affidavit or affirmation
of the fact, and shall deposit with the Company an affidavit. Whereupon, at the
end of six months after the deposit of said affidavit and upon such person or
persons giving Bond of Indemnity to the Company with surety to be approved by
the Board of Directors in double the current value of stock against any damage,
loss or inconvenience to the Company, which may or can arise in consequence of a
new or duplicate certificate being issued in lieu of the one lost or missing,
the Board of Directors may cause to be issued to such person or persons a new
certificate, or a duplicate of the certificate, so lost or destroyed. The Board
of Directors may, in its discretion refuse to issue such new or duplicate
certificate save upon the order of some court having jurisdiction in. such
matter, anything herein to the contrary notwithstanding.
ARTICLE V
OFFICES AND BOOKS
SECTION 1. The principal office of the corporation, in Nevada shall be at 3181 C
Pinehurst, Las Vegas, NV 89109, and the Company may have a principal office in
any other state or territory as the Board of Directors may designate.
SECTION 2. The Stock and Transfer Books and a copy of the By-Laws and Articles
of Incorporation of the Company shall be kept at its principal office in the
County of Clark, state of Nevada, for the inspection of all who are authorized
or have the right to see the same, and for the transfer of stock. All other
books of the Company shall be kept at such places as may be prescribed by the
Board of Directors.
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ARTICLE VI
MISCELLANEOUS
SECTION 1. The Board of Directors shall have power to reserve over and above the
capital stock paid in, such an amount in its discretion as it may deem advisable
to fix as a reserve fund, and may, from time to time, declare dividends from the
accumulated profits of the Company in excess of the amounts so reserved, and pay
the same to the stockholders of the Company, and may also, if it deems the same
advisable, declare stock dividends of the unissued capital stock of the Company.
SECTION 2. No agreement, contract or obligation (other than checks in payment of
indebtedness incurred by authority of the Board of Directors) involving the
payment of monies or the credit of the Company for more than $1 0,000 dollars,
shall be made without the authority of the Board of Directors, or of the
Executive Committee acting as such.
SECTION 3. Unless otherwise ordered by the Board of Directors, all agreements
and contracts shall be signed by the President and the Secretary in the name and
on behalf of the Company, and shall have the corporate seal thereto affixed.
SECTION 4. All monies of the corporation shall be deposited when and as received
by the Treasurer in such bank or banks or other depository as may from time to
time be designated by the Board of Directors, and such deposits shall be made in
the name of the Company.
SECTION 5. No note, draft, acceptance, endorsement or other evidence of
indebtedness shall be valid or against the Company unless the same shall be
signed by the President or a Vice-President, and attested by the Secretary or an
Assistant Secretary, or signed by the Treasurer or an Assistant Treasurer, and
countersigned by the President, Vice-President, or Secretary, except that the
Treasurer or an Assistant Treasurer may, without countersignature, make
endorsements for deposit to the credit of the Company in all its duly authorized
depositories.
SECTION 6. No loan or advance of money shall be made by the Company to any
stockholder or officer therein, unless the Board of Directors shall otherwise
authorize.
SECTION 7. No director nor executive officer of the Company shall be entitled to
any salary or compensation for any services performed for the Company, unless
such salary or compensation shall be fixed by resolution of the Board of
Directors, adopted by the unanimous vote of all the Directors voting in favor
thereof.
SECTION 8. The Company may take, acquire, hold, mortgage, sell, or otherwise
deal in stocks or bonds or securities of any other corporation, if and as often
as the Board of Directors shall so elect.
SECTION 9. The Directors shall have power to authorize and cause to be executed,
mortgages, and liens without limit as to amount upon the property and franchise
of this corporation, and pursuant to the affirmative vote, either in person or
by proxy, of the holders of a majority of the capital stock issued and
outstanding; the Directors shall have the authority to dispose in any manner of
the whole property of this corporation.
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SECTION 10. The Company shall have a corporate seal, the design thereof being
as follows:
ARTICLE VII
AMENDMENT OF BY-LAWS
SECTION 1. Amendments and changes of these By-Laws may be made at any regular or
special meeting of the Board of Directors by a vote of not less than all of the
entire Board, or may be made by a vote of, or a consent in writing signed by the
holders of fifty-one percent (51%) of the issued and outstanding capital stock.
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned, being the directors of
the above named corporation, do hereby consent to the foregoing By-Laws and
adopt the same as and for the By-Laws of said corporation.
IN WITNESS WHEREOF, we have hereunto set our hands this 10th day of October,
1995.
Signed for Identification,
A Nevada Corporation
BY: /s/ Troy Flowers
------------------
Its: President
EXHIBIT 3. CONSENT OF CONSIDINE & CONSIDINE, CERTIFIED PUBLIC ACCOUNTANTS.
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form 10-SB of our
report dated January 25, 2000 relating to the financial statements of Troyden
Corporation as of December 31, 1999.
/s/ Considine & Considine
-----------------------
Certified Public Accountants
March 7, 2000
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