U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR THE REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
PASSANT ACQUISITION CORPORATION
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in its Charter)
Nevada 91- 2027723
- --------------------------- -----------------------------------
(State of Incorporation) (IRS Employer Identification No.)
18610 East 32nd Ave., Greenacres, WA 99016
- ---------------------------------------- ------------------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number,( 509 ) 891 - 8373
--------- ------------- -------------
Securities to be registered under Section 12(b) of the Act: None
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------------------- -------------------------------
------------------------------- -------------------------------
<PAGE>
PART I
Item 1. Description of Business.
(a) Forward-looking Statements. Certain statements in this Form 10
Registration Statement, particularly under Items 1 and 2, constitute
"forward-looking statements" with the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve known
and unknown risks, uncertainties, and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements, expressed or implied by
the forward-looking statements.
(b) Business Development. Passant Acquisition Corporation, (the
"Company") was incorporated on February 24, 2000 under the laws of the State of
Nevada to engage in any lawful corporate undertaking, including, but not limited
to, selected mergers and acquisitions. The Company has been in the developmental
stage since inception and has had no operations to date other than issuing
shares to its original shareholders. Long Lane Capital, Inc., a Washington
corporation, subscribed for 4,750,000 common shares in a combination of $750
cash and services valued at $4,000. Gregory M. Wilson subscribed for 250,000
common shares for cash consideration of $250. The shares were issued pursuant to
Section 4(2) of the Securities Act of 1933, as amended. The purchase price of
the Company common stock was par value, $0.001 per share. The purchase price for
the common stock was negotiated between affiliated parties and does not
necessarily represent the price at which the Company would offer its securities
to others or the price others would pay for such stock.
Gregory M. Wilson is the sole officer and director of the Company and the
controlling shareholder of Long Lane Capital, Inc. The Company has no employees.
There is no one other than Mr. Wilson who will devote any of attention to its
affairs. All references herein to management of the Company are to Mr. Wilson.
Mr. Wilson's inability to devote sufficient attention to the Company could have
a materially adverse affect on its operations.
The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. A business
combination is normally a merger, stock-for- stock exchange or stock-for-assets
exchange between an acquiring company and a target company. The combination will
probably take the form of a merger, stock-for-stock exchange or stock-for-assets
exchange. In most cases, the target company will wish to structure the business
combination within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended.
No assurances can be given that the Company will be successful in
locating or negotiating with any target company. The Company has been formed to
provide a method for a foreign or domestic private company to become a reporting
("public") company with a class of registered securities.
<PAGE>
(c) Business of the Issuer. The Company intends to locate and combine
with an existing, privately-held company which is profitable, or, in
management's opinion, has growth potential, regardless of the industry in which
it operates. The Company does not intend to combine with a private company which
may be deemed an investment company subject to the Investment Company Act of
1940. A business combination may be structured as a merger, consolidation,
exchange of the Company's common stock or assets or any other form which will
result in the combined enterprise's becoming a publicly held corporation.
There are certain perceived benefits to being a reporting company.
These are commonly believed to include the following: increased visibility and
credibility in the financial community; provision of information required under
Rule 144 for the trading of eligible securities; publicly available information
for investment decisions, compliance with a requirement for admission or
eligibility to or for quotation on the OTC Bulletin Board maintained by NASDAQ
or on the NASDAQ SmallCap Market; the facilitation of borrowing from financial
institutions; improved trading efficiency; shareholder liquidity; greater ease
in subsequently raising of capital; compensation of key employees through stock
options for which there may be a market valuation; and enhanced corporate image.
There are also some perceived disadvantages to being a reporting company.
These are commonly believed to include the following: requirement for producing
and maintaining audited financial statements; the required publication of
corporate information; the required filings of periodic and other current
reports with the Securities and Exchange Commission; the additional federal and
state rules and regulations governing management, corporate activities and
shareholder relations.
Some private companies may find a business combination more attractive
than an initial public offering of their securities. Reasons might include the
following factors: the inability to obtain an underwriter; the possible greater
costs, fees and expenses; the possible delays in the public offering process;
and a greater dilution of their outstanding securities.
Some private companies may find a business combination less attractive
than an initial public offering of their securities. Reasons might include the
following factors: no investment capital raised through a business combination,
and, or no underwriter support of after-market trading.
A business entity which might be interested in a business combination
with the Company may include one or more fo the following factors: (1) a company
for which a primary purpose of becoming public is the use of its securities for
the acquisition of assets or businesses; (2) a company which is unable to find
an underwriter of its securities or is unable to find an underwriter of
securities on terms acceptable to it; (3) a company which wishes to become
public with less dilution of its common stock than would occur upon an
underwriting; (4) a company which believes that it will be able to obtain
investment capital on more favorable terms after it has become public; or (5) a
foreign company which may wish an initial entry into the United States
securities market.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.
<PAGE>
No assurances can be given that the Company will be able to enter into
a business combination, as to the terms of a business combination, or as to the
nature of the target company.
The proposed business activities described in this registration
statement classify the Company as a "blank check" company. A blank check company
is a development stage company that has no specific business plan or purpose or
has indicated that its business plan is to engage in a merger or acquisition
with an unidentified company or companies. The Securities and Exchange
Commission and certain states have enacted statutes, rules and regulations
limiting the sale of securities blank check companies. The Company will not
issue or sell any additional shares or initiate any activities causing a market
to develop in the Company's securities until such time as the Company has
successfully implemented its business plan and it is no longer classified as a
blank check company.
The shareholders have executed and delivered to the Company, a
"lock-up" agreements affirming that they will not sell or otherwise transfer
their shares except in connection with or following a business combination
resulting in the Company no longer being classified as a blank check company.
The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934. The Company will voluntarily continue to file
all reports required of it under the Exchange Act until a business combination
has occurred. A business combination will normally result in a change in control
and management of the Company. Since a benefit of a business combination with
the Company would normally be considered its status as a reporting company, it
is anticipated that the Company will continue to file reports under the Exchange
Act following a business combination. No assurance can be given that this will
occur or, if it does, for how long.
Gregory M. Wilson is the sole officer and director of the Company and
the controlling shareholder of Long Lane Capital, Inc. The Company has no
employees and there are is no other person other than Mr. Wilson who devote any
of their time to the Company's affairs. All references in this registration
statement to the management of the Company are to Mr. Wilson. The inability at
any time of Mr. Wilson to devote sufficient attention to the Company could have
a material adverse impact on its operations.
The Company anticipates having no business activities other than
carrying on its search for a suitable combination partner and negotiating and
consummating the business combination transaction. The Company will have no
source of revenue. To the extent that the Company incurs operating liabilities
before the consummation of a business combination, it may not be able to satisfy
those liabilities as they are incurred.
If the Company's management pursues one or more combination
opportunities beyond the preliminary negotiation stage and those negotiations
are subsequently terminated, it is reasonably forseeable that such efforts will
exhaust the Company's ability to continue seeking combination opportunities.
<PAGE>
The Company's business is subject to numerous risk factors, including
the following:
The Company Has No Operating History Nor Revenue and Minimal Assets and
Operates at a Loss. The Company has had no operating history, no revenues and no
earnings from operations. The Company has no significant assets or financial
resources. The Company has operated at a loss to date and will, in all
likelihood, continue to sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. Long Lane
Capital has agreed to pay all expenses incurred by the Company until a business
combination without repayment by the Company. Mr. Wilson is the controlling
shareholder of the Long Lane Capital, the majority shareholder of the Company.
To date, expenses of approximately $4,000 have been incurred by the Company.
There is no assurance that the Company will ever be profitable.
Company Has Only One Director and One Officer. The Company's president,
its sole officer, is Mr. Wilson who is also its sole director and the
controlling shareholder of its sole shareholder. Because management consists of
only one person, the Company does not benefit from multiple judgments that a
greater number of directors or officers would provide and the Company will rely
completely on the judgment of its sole officer and director when selecting a
target company. The decision to enter into a business combination will likely be
made without detailed feasibility studies, independent analysis, market surveys
or similar information which, if the Company had more funds available to it,
would be desirable. Mr. Wilson anticipates devoting only a limited amount of
time per month to the business of the Company. Mr. Wilson has not entered into a
written employment agreement with the Company and he is not expected to do so.
The Company has not obtained key man life insurance on Mr. Wilson. The loss of
the services of Mr. Wilson would adversely affect development of the Company's
business and its likelihood of continuing operations.
Conflicts of Interest. Mr. Wilson, the Company's president,
participates in other business ventures which may compete directly with the
Company. Additional conflicts of interest and non-arms length transactions may
also arise in the future. The terms of business combination may include such
terms as Mr. Wilson remaining as a director or officer of the Company and/or the
continuing securities or other legal work of the Company being handled by the
Wilson Law Offices. The terms of a business combination may provide for a
payment by cash or otherwise to Mr. Wilson or Long Lane Capital for the purchase
or retirement of all or part of their common stock of the Company by a target
company or for services rendered incident to or following a business
combination. Mr. Wilson would directly benefit from such employment or payment.
Such benefits may influence Mr. Wilson's choice of a target company. The
Certificate of Incorporation of the Company provides that the Company may
indemnify officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities subject to such
indemnification. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS--Conflicts of Interest."
The Proposed Operations of the Company Are Speculative. 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 target company.
While business combinations with entities having established operating histories
are preferred, 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 the success of the Company's operations will be dependent
upon management of the target company and numerous other factors beyond the
Company's control. There is no assurance that the Company can identify a target
company and consummate a business combination.
<PAGE>
Purchase of Penny Stocks Can Be Risky. In the event that a public
market develops for the Company's securities following a business combination,
such securities may be classified as a penny stock depending upon their market
price and the manner in which they are traded. The Securities and Exchange
Commission has adopted Rule 15g-9 which establishes the definition of a "penny
stock," for purposes relevant to the Company, as any equity security that has a
market price of less than $5.00 per share or with an exercise price of less than
$5.00 per share whose securities are admitted to quotation but do not trade on
the Nasdaq SmallCap Market or on a national securities exchange. For any
transaction involving a penny stock, unless exempt, the rules require delivery
by the broker of a document to investors stating the risks of investment in
penny stocks, the possible lack of liquidity, commissions to be paid, current
quotation and investors' rights and remedies, a special suitability inquiry,
regular reporting to the investor and other requirements. Prices for penny
stocks are often not available and investors are often unable to sell such
stock. Thus an investor may lose his investment in a penny stock and
consequently should be cautious of any purchase of penny stocks.
There Is a 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 and acquisitions of business
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 merger or acquisition 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 with numerous other small public companies in seeking merger or
acquisition candidates.
There Is No Agreement for a Business Combination and No Minimum
Requirements for Business Combination. The Company has no current arrangement,
agreement or understanding with respect to engaging in a business combination
with a specific entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific business
within an industry has been selected for a target 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
company to have achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the Company may
enter into a business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There is
no assurance that the Company will be able to negotiate a business combination
on terms favorable to the Company.
<PAGE>
Reporting Requirements May Delay or Preclude Acquisition. Pursuant to
the requirements of Section 13 of the Securities Exchange Act of 1934 (the
"Exchange Act"), the Company is required to provide certain information about
significant acquisitions including audited financial statements of the acquired
company. These audited financial statements must be furnished within 60 days
following the effective date of a business combination. Obtaining audited
financial statements are the economic responsibility of the target company. The
additional time and costs that may be incurred by some potential target
companies to prepare such financial statements may significantly delay or
essentially preclude consummation of an otherwise desirable acquisition by the
Company. Acquisition prospects that do not have or are unable to obtain the
required audited statements may not be appropriate for acquisition so long as
the reporting requirements of the Exchange Act are applicable. Notwithstanding a
target company's agreement to obtain audited financial statements within the
required time frame, such audited financials may not be available to the Company
at the time of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a business entity
might prove to be an unfavorable one for the Company.
Lack of Market Research or Marketing Organization. The Company has
neither conducted, nor have others made available to it, market research
indicating that demand exists for the transactions contemplated by the Company.
Even in the event demand exists for a transaction of the type contemplated by
the Company, there is no assurance the Company will be successful in completing
any such business combination.
Regulation under Investment Company Act. 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. Passive investment
interests, as used in the Investment Company Act, essentially means investments
held by persons who do not provide any type of management or consulting services
or are not involved in the business whose securities are held. 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 could subject the Company to material
adverse consequences.
Probable Change in Control and Management. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. As a condition of the business combination agreement, Mr. Wilson
and Long Lane Capital, the Company shareholders, may agree to sell or transfer
all or a portion of their common stock so to provide the target company with all
or majority control. The resulting change in control of the Company will likely
result in removal of the present officer and director of the Company and a
corresponding reduction in or elimination of his participation in the future
affairs of the Company.
<PAGE>
Possible Dilution of Value of Shares upon Business Combination. A
business combination normally will involve the issuance of a significant number
of additional shares. Depending upon the value of the assets acquired in such
business combination, the per share value of the Company's common stock may
increase or decrease substantially.
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 company; 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.
Year 2000 Problem May Adversely Affect the Company. Although to date,
there has not been a significant Year 2000 disruption, there can be no assurance
that one might develop. The Company does not have operations and does not
maintain computer systems. Before the Company enters into any business
combination, it may inquire as to the status of any target company's potential
for Year 2000 Problem. It may require the disclosure to management of the steps
such target company has taken or intends to take to correct any such problem and
the probable impact on such target company of any computer disruption. However,
there can be no assurance that the Company will not enter into a business
combination with a target company that has an uncorrected Year 2000 Problem or
that any planned Year 2000 Problem corrections will be sufficient. The extent of
the Year 2000 Problem of a target company may be impossible to ascertain and any
impact on the Company will likely be impossible to predict. If the Company does
not determine the Year 2000 Problem readiness of a target company, or if that
target company is unsure of its own readiness or vulnerability, then the Company
may suffer severe consequences if the disruptions predicted by the Year 2000
Problem materialize. In addition to the those disruptions that may be suffered
by region, such erratic distribution of electricity, gas, food, water, telephone
and transportation systems, the Company may be specifically harmed by computer
hardware or software failure on which the target company may have been
dependent.
Item 2. Plan of Operation.
During the next twelve months the Company anticipates that all of its
operations will be focused on seeking out and evaluating suitable business
combination candidates. Given the Company's limited financial resources, the
Company will have to rely on its controlling shareholder, Long Lane Capital,
Inc. Management will utilize the following business combination suitability
standards in its operation. In the pursuit of a combination partner, the
Company's management intends to consider only business combination candidates
which are profitable or, in management's view, have growth potential. The
Company's management does not intend to pursue any business combination proposal
beyond the preliminary negotiation stage with any company which does not furnish
the Company with audited financial statements for at least its most recent
fiscal year and unaudited financial statements for interim periods subsequent to
the date of such audited financial statements, or is in a position to provide
such financial statements in a timely manner. The Company will, if necessary
funds are available, engage attorneys and/or accountants in its efforts to
investigate a combination candidate and to consummate the business combination.
<PAGE>
The Company may require payment of fees by such combination candidate to fund
the investigation of such candidate. In the event such a combination candidate
is engaged in a high technology business, the Company may also obtain reports
from independent organizations of recognized standing covering the technology
being developed and/or utilized by the candidate. The Company's limited
financial resources may make the acquisition of such reports difficult or even
impossible to obtain and, thus, there can be no assurance that the Company will
have sufficient funds to obtain such reports when considering combination
proposals or candidates. To the extent the Company is unable to obtain the
advice or reports from experts, the risks of any combined enterprise's being
unsuccessful will be enhanced. Furthermore, the candidate, any of its directors,
officers, principal shareholders or general partners:
(1) will not have been convicted of securities fraud, mail fraud,
tax fraud, embezzlement, bribery, or a similar criminal
offense involving misappropriation or theft of funds, or be
the subject of a pending investigation or indictment involving
any of those offenses;
(2) will not have been subject to a temporary or permanent
injunction or restraining order arising from unlawful
transactions in securities, whether as an issuer, underwriter,
broker, dealer, or investment advisor, may be the subject of
any investigation or a defendant in a pending lawsuit arising
from or based upon the allegations of unlawful transactions in
securities, or
(3) will not have been a defendant in a civil action which
resulted in a final judgement against it or him awarding
damages or rescission based upon unlawful practices or sales
of securities.
The Company's officer and director will make these determinations by
asking pertinent questions of the management of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination proceedings. However, the officer and director of
the Company will not take other steps to verify independently the information
obtained in this manner. Unless something comes to his attention which puts him
on notice of a possible disqualification which might be concealed from him, he
will rely on the information received from the management of the prospective
business combination candidate and from others who may be involved in the
combination proceedings.
No assurance is given that management will be successful in completing
a business combination transaction. If management does complete a business
combination transaction, there is no assurance that the resulting business
combination will produce a successful enterprise.
The Company intends to enter into a business combination with a target
company in exchange for the Company's securities. The Company has not engaged in
any negotiations with any specific entity regarding the possibility of a
business combination with the Company. The Company has entered into an agreement
with Long Lane Capital, the controlling shareholder of the Company, to supervise
the search for target companies as potential candidates for a business
combination. The agreement will continue until such time as the Company has
effected a business combination. Long Lane Capital, Inc. has agreed to pay all
expenses of the Company without repayment until such time as a business
combination is effected. Gregory M. Wilson, who is the sole officer and director
of the Company, is the president and director and controlling shareholder of
Long Lane Capital, Inc.
<PAGE>
The Company has not entered into any agreement or understanding to
combine with any business entity and does not intend to do so until after the
effective date of this registration statement. Mr. Wilson is in contact with
owners and representatives of businesses which may have an interest in becoming
publicly owned companies either by combination with a reporting company or
otherwise. No assurances can be given that any of these discussions will lead to
any agreements, what the terms of those agreements might be, or whether the
Company will ever enter into a business combination.
Long Lane Capital, Inc. may only locate potential target companies for
the Company and is not authorized to enter into any agreement with a potential
target company binding the Company. The Company's agreement with Long Lane
Capital, Inc. is not exclusive. Long Lane Capital, Inc. may provide assistance
to target companies incident to and following a business combination, and
receive payment for such assistance from target companies.
Long Lane Capital, Inc. owns 4,750,000 shares of the Company's common
stock for which it paid $4,750 in a combination of cash and services, or $.001,
par value, per share. The purchase price of common stock of the Company acquired
by Long Lane Capital, Inc. was par value, was negotiated between affiliated
parties and does not necessarily represent the price at which the Company would
offer its securities to others or the price others would pay for such
securities.
Long Lane Capital, Inc. anticipates that it will enter into agreements
with other consultants to assist it in locating a target company and Long Lane
Capital, Inc. may share its stock in the Company with or grant options on such
stock to such referring consultants and may make payment to such consultants
from its own resources. There is no minimum or maximum amount of stock, options,
or cash that Long Lane Capital, Inc. may grant or pay to such consultants. Long
Lane Capital, Inc. is solely responsible for the costs and expenses of its
activities in seeking a potential target company, including any agreements with
consultants, and the Company has no obligation to pay any costs incurred or
negotiated by Long Lane Capital, Inc.
Long Lane Capital, Inc. may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. If Long Lane Capital, Inc.
engages in solicitation, no estimate can be made as to the number of persons who
may be contacted or solicited. To date Long Lane Capital, Inc. has not utilized
solicitation and expects to rely on referrals from consultants in the business
and financial communities for referrals of potential target companies.
Gregory M. Wilson is the president of Long Lane Capital, Inc. and is
also the principal of Wilson Law Offices, a law firm specializing in securities
and corporate law, and as such, is regularly in communication with many people,
including corporate officers, attorneys, accountants, financial advisors,
brokers, dealers, investment counselors, financial advisors and others. Some of
these individuals may be interested in utilizing the services of the law firm
for their companies or clients in regard to a wide variety of possible corporate
and securities-related matters including mergers, acquisitions, initial public
offerings, stock distributions, private placements, incorporations, or other
activities. It is possible over time that certain of the companies or clients
represented by these persons may develop into possible target companies. From
time to time such contacts may refer their contacts, clients, acquaintances and
others to Long Lane Capital, Inc.
<PAGE>
The Company has no full time employees. Mr. Wilson is the sole officer
of the Company and its sole director. Mr. Wilson is also the controlling
shareholder of Long Lane Capital, Inc., the Company's controlling shareholder.
Mr. Wilson, as president of the Company, has agreed to allocate a portion of his
time to the activities of the Company without compensation. Potential conflicts
may arise with respect to the limited time commitment by Mr. Wilson and the
potential demands of the Company's activities.
The amount of time spent by Mr. Wilson on the activities of the Company is
not predictable. Such time may vary widely from an extensive amount when
reviewing a target company and effecting a business combination to an
essentially quiet time when activities of management focus elsewhere, or some
amount in between. It is impossible to predict with any precision the exact
amount of time Mr. Wilson will actually be required to spend to locate a
suitable target company. Mr. Wilson estimates that the business plan of the
Company can be implemented by devoting approximately 10 hours per month over the
course of several months but such figure cannot be stated with precision.
The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity which desires
to seek the perceived advantages of a corporation which has a class of
securities registered under the Exchange Act. 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.
Management anticipates that it will 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." This lack of diversification
should be considered a substantial risk to the shareholders of the Company
because it will not permit the Company to offset potential losses from one
venture against gains from another.
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 anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a reporting 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, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available 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 difficult
and complex.
<PAGE>
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any 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
reporting company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a business
combination for the owners of a target company.
The analysis of new business opportunities will be undertaken by, or
under the supervision of, the officer and director of the Company, who is not a
professional business or financial analyst. In analyzing prospective business
opportunities, management may 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 or acceptance of products, services, or trades;
name identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
The Company is subject to all of the reporting requirements included in
the Exchange Act. The Company will have the duty to file audited financial
statements as part of or within 60 days following the due date for filing its
Form 8-K which is required to be filed with the Securities and Exchange
Commission within 15 days following the completion of the business combination.
The Company intends to acquire or merge with a company for which audited
financial statements are available or for which it believes audited financial
statements can be obtained within the required period of time. The Company may
reserve the right, in the documents for the business combination, to void the
transaction if the audited financial statements are not timely available or if
the audited financial statements provided do not conform to the representations
made by the target company or to generally accepted accounting practices.
The Company will not restrict its search for any specific kind of business
entities, 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
business 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.
Following a business combination the Company may benefit from the
services of others in regard to accounting, legal services, underwritings and
corporate public relations. If requested by a target company, management may
recommend one or more underwriters, financial advisors, accountants, public
relations firms or other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.
<PAGE>
With regard to 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. On the consummation of a transaction, it is likely that the present
management and shareholders of the Company will no longer be in control of the
Company. In addition, it is likely that the Company's officer and director will,
as part of the terms of the acquisition transaction, resign and be replaced by
one or more new officers and directors.
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, it will be undertaken
by the surviving entity after the Company has entered into an agreement for a
business combination or has consummated a business combination and the Company
is no longer considered a blank check company. The issuance of additional
securities and their potential sale into any trading market which may develop in
the Company's securities may depress the market value of the Company's
securities in the future if such a market develops, of which there is no
assurance. The surviving entity would be responsible for all costs associated
with any registration of securities.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.
With respect to negotiations with a target company, management expects
to focus on the percentage of the Company which target company shareholders
would acquire in exchange for their shareholdings in the target company.
Depending upon, among other things, the target company's assets and liabilities,
the Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
shareholders at such time.
The Company will participate in a business opportunity only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.
<PAGE>
Long Lane Capital, Inc. will pay all expenses in regard to its search
for a suitable target company. The Company does not anticipate expending funds
itself for locating a target company. Mr. Wilson, the officer and director of
the Company, will provide his services without charge or repayment by the
Company. To date, Long Lane Capital, Inc. has incurred expenses on behalf of the
Company aggregating approximately $4,000, including organizational and filing
expenses. The Company will not borrow any funds to make any payments to the
Company's management, its affiliates or associates. If Long Lane Capital, Inc.
stops or becomes unable to continue to pay the Company's operating expenses, the
Company may not be able to timely make its periodic reports required under the
Securities Exchange Act of 1934, nor to continue to search for an acquisition
target. In such event, the Company would seek alternative sources of funds or
services, primarily through the issuance of its securities.
As part of a business combination agreement, the Company intends to
obtain certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and warranties
may include (i) the agreement of the target company to make all necessary
filings and to take all other steps necessary to remain a reporting company
under the Exchange Act (ii) imposing certain restrictions on the timing and
amount of the issuance of additional common stock, including stock registered on
Form S-8 or issued pursuant to Regulation S and (iii) giving assurances of
ongoing compliance with the Securities Act, the Exchange Act, the General Rules
and Regulations of the Securities and Exchange Commission, and other applicable
laws, rules and regulations.
A prospective target company should be aware that the market price and
volume of its securities, when and if listed for secondary trading, may depend
in great measure upon the willingness and efforts of successor management to
encourage interest in the Company within the United States financial community.
The Company does not have the market support of an underwriter that would
normally follow a public offering of its securities. Initial market makers are
likely to simply post bid and asked prices and are unlikely to take positions in
the Company's securities for their own account or customers without active
encouragement and a basis for doing so. In addition, certain market makers may
take short positions in the Company's securities, which may result in a
significant pressure on their market price. The Company may consider the ability
and commitment of a target company to actively encourage interest in its
securities following a business combination in deciding whether to enter into a
transaction with such company.
A business combination with the Company separates the process of
becoming a public company from the raising of investment capital. As a result, a
business combination with Company normally will not be a beneficial transaction
for a target company whose primary reason for becoming a public company is the
immediate infusion of capital. The Company may require assurances from the
target company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.
<PAGE>
Prior to completion of a business combination, the Company will
generally require that it be provided with written materials regarding the
target company containing such items as a description of products, services and
company history; management resumes; financial information; available
projections, with related assumptions upon which they are based; an explanation
of proprietary products and services; evidence of existing patents, trademarks,
or service marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days following
completion of a business combination; and other information deemed relevant.
The Company will remain an insignificant participant among the firms
which 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.
Item 3. Description of Property.
The Company owns no properties, has no interest in any property and has
no agreements to acquire any property. The Company currently utilizes the
offices of management at no cost to the Company. Management has agreed to
continue this no cost arrangement until the completion of a business combination
transaction.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
Table 1 lists the persons who are known to the Company to be the owners
of more than five percent of the Company's common stock.
<TABLE>
<CAPTION>
(a) Beneficial Ownership of more than 5%.
Table 1.
(1) (2) (3) (4)
Title of Class Name and Address Amount and Nature Percent of Class
<S> <C> <C> <C>
Common Long Lane Capital, Inc.(1) 4,750,000 95%
18610 E. 32nd Ave.
Greenacres, WA 99016
Gregory M. Wilson (2) 250,000 5%
316 W. Boone Ave.
Spokane, WA 99201
All Executive Officers
and Directors as a Group 5,000,000 100%
(1 Person)
</TABLE>
<PAGE>
(1) Mr. Wilson is the controlling shareholder, President and director of the
Long Lane Capital, Inc. Long Lane Capital, Inc. serves as an investment and
consulting company for Wilson Law Offices and affiliated companies. Long
Lane Capital, Inc. has agreed to provide assistance to the Company in
locating potential target companies and agreed to pay all costs of the
Company until a business combination, without reimbursement. SEE "Plan of
Operation".
(2) As the controlling shareholder, President and director of Long Lane
Capital, Inc., Mr. Wilson is deemed to be the beneficial owner of the
common stock of the Company owned by Long Lane Capital, Inc.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
Table 2.
Name Age Positions and Offices Held
Gregory M. Wilson 48 President, Secretary, Director
(a) Identify Directors and Executive Officers.
The Company has one director, Gregory M. Wilson, age 48. Mr. Wilson,
B.S., J.D., received a Bachelor of Science in Ornamental Horticulture from
California State Polytechnic University in 1974 and a Juris Doctorate degree in
1988 from Gonzaga University. Mr. Wilson is a member of the bars of the States
of Washington and Idaho and is admitted to practice before the before the United
States District Courts, Eastern and Western Districts of Washington and District
of Idaho and the United States Supreme Court.
(b) Identify Significant Employees. Gregory M. Wilson
(c) Family Relationships. None
(d) Involvement in Certain Legal Proceedings. The Company's director, officer,
promoter or control person, if any, during the past five years was not:
1. A general partner or executive officer of a business that had a bankruptcy
petition filed by or against it either at the time of the bankruptcy or
within the two years before the bankruptcy;
2. Convicted in a criminal proceeding or been subject to a pending criminal
proceeding (excluding traffic violations and other minor offenses);
<PAGE>
3. Subject to any order, judgement, or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining, barring, suspending or otherwise limiting his or
her involvement in any type of business, securities or banking activities;
and
4. Found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities
law, and the judgement has not been reversed, suspended or vacated.
Conflicts of Interest Gregory M. Wilson, the Company's sole officer and
director, expects to organize other companies with similar nature and purpose as
this Company. Consequently, there are potential conflicts of interest in acting
as an officer and director of the Company. In addition, insofar as Mr. Wilson is
engaged in other business activities, he will devote only a small portion of his
time to the Company's affairs.
Mr. Wilson is the principal of Wilson Law Offices, a corporate and
securities law firm located in Spokane, Washington. Demands will be placed on
Mr. Wilson's time which will detract from the amount of time he is able to
devote to the Company. Mr. Wilson intends to devote as much time to the
activities of the Company as are required. However, should such a conflict
arise, there is no assurance that Mr. Wilson would not attend to other matters
before those of the Company. Mr. Wilson estimates that the business plan of the
Company can be implemented by devoting approximately 10 hours per month over the
course of several months, but there is no assurance that he will devote this
amount of time to the Company.
Mr. Wilson is the president, director and controlling shareholder of
Long Lane Capital, Inc., a Washington corporation, which owns 4,750,000 shares
of the Company's common stock. At the time of a business combination, some or
all of the shares of common stock owned by Long Lane Capital, Inc. may be
purchased by the target company or retired by the Company. The amount of common
stock sold or continued to be owned by Long Lane Capital, Inc. cannot be
determined at this time. Mr. Wilson may benefit from payments made to Wilson Law
Offices or Long Lane Capital, Inc. These benefits could be a factor in
negotiations and present conflicts of interest.
A conflict may arise in the event that another blank check company with
which Mr. Wilson is affiliated also actively seeks a target company. It is
anticipated that target companies will be located for the Company and other
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, other blank check companies may differ from
the Company in certain items such as place of incorporation, number of shares
and shareholders, working capital, types of authorized securities, or other
items. It may be that a target company may be more suitable for or may prefer a
certain blank check company formed after the Company. In such case, a business
combination might be negotiated on behalf of the more suitable or preferred
blank check company regardless of date of formation.
The terms of business combination may include such terms as Mr. Wilson
continuing securities or other legal work of the Company being handled by the
law firm of which Mr. Wilson is the principal. The terms of a business
combination may provide for a payment by cash or otherwise to Long Lane Capital,
Inc. for the purchase or retirement of all or part of its common stock of the
Company by a target company or for services rendered incident to or following a
business combination. Mr. Wilson would directly benefit from such employment or
payment. These benefits may influence Mr. Wilson's choice of a target company.
<PAGE>
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.
PREVIOUS BLANK CHECK COMPANIES
Gregory M. Wilson, the president of the Company, is currently involved
with other blank check companies, and is involved in creating additional
companies similar to this one. The initial business purpose of each of these
companies was or is to engage in a business combination with an unidentified
company or companies and each were or will be classified as a blank check
company until completion of a business combination.
Target companies may be located for the Company and other identical
blank check companies in chronological order of the date of formation of such
blank check companies or, in the case of blank check companies formed on the
same date, alphabetically. However, certain blank check companies may differ
from the Company in certain items such as place of incorporation, number of
shares and shareholders, working capital, types of authorized securities,
preference of a certain blank check company name by management of the target
company, or other items. It may be that a target company may be more suitable
for or may prefer a certain blank check company formed after the Company. In
such case, a business combination might be negotiated on behalf of the more
suitable or preferred blank check company regardless of date of formation. The
following chart summarizes certain information concerning blank check companies
with which Mr. Wilson is or has been involved which filed a registration
statement on Form 10-SB.
<TABLE>
<CAPTION>
Table 3.
Registration Form
Automatic* Date
Effective Date Cleared
Corporation File Number by SEC (3) Status
<S> <C> <C> <C>
Omni Acquisition Form 10-SB 2/25/00 Has not entered into
Corporation (1) 0-29613 business combination
agreement
</TABLE>
Table Notes
* The Form 10-SB is automatically effective 60 days after filing with the
Securities and Exchange Commission.
(1) Mr. Wilson is the sole officer, director and beneficial shareholder .
(2) Securities and Exchange Commission is reviewing the registration statement
and may have additional comments.
(3) The date cleared by the Securities and Exchange Commission is the date that
the Commission has determined it had no further comments on the
registration statement.
<PAGE>
Investment Company Act of 1940. Although the Company will be subject to
regulation under the Securities Act of 1933 and the Securities Exchange Act of
1934, management believes the Company will not be subject to regulation under
the Investment Company Act of 1940 insofar as the Company will not be engaged in
the business of investing or trading in securities. In the event the Company
engages in business combinations which result in the Company holding passive
investment interests in a number of entities the Company could be subject to
regulation under the Investment Company Act of 1940. In such event, the Company
would be required to register as an investment company and could be expected to
incur significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940. Any violation of
such Act would subject the Company to material adverse consequences.
Item 6. Executive Compensation.
The Company has one executive officer. The Company's sole executive
officer has not been paid any compensation. The officer will not be paid for his
services as a corporate officer. The company does not have an employee stock
option plan and has granted no other form of compensation to its executive
officer. There are no agreements to accrue any compensation. The Company does
not have a written employment contract with its executive officer. The Company's
sole officer and director anticipates receiving financial compensation or
benefits as a shareholder, to the extent the shares are sold, transferred or
exchanged in a business combination transaction. The Company's sole officer may
receive compensation as a principal of the Wilson Law Offices, which may perform
legal services for the Company after the consummation of a business combination
transaction.
Item 7. Certain Relationships and Related Transactions.
(a) Transactions with Management and Others.
The Company has issued a total of 4,750,000 shares of common stock to
Long Lane Capital, Inc. for a total consideration of $4,750 in cash and services
and 250,000 shares to Gregory M. Wilson for $250 cash. The shares were issued in
reliance on the transaction exemption afforded by Section 4(2) of the Securities
Act of 1933, as amended. Mr. Wilson, as the sole shareholder of Long Lane
Capital, Inc., is deemed the beneficial owner of the Company shares and as the
sole officer and director of the Company, the issuance of the shares,
constitutes a transaction with management.
(b) Certain Business Relationships.
Mr. Wilson, as the controlling shareholder of Long Lane Capital, Inc.,
is deemed the beneficial owner of the 4,750,000 shares.
(c) Indebtedness of Management.
No member of the Company's management is or has been indebted to the
Company since the beginning of the Company's last fiscal year.
<PAGE>
(d) Transactions with Promoters.
The Company's promoters, if any, have not received, directly or
indirectly, anything of value from the Company, nor are they entitled to receive
anything of value from the Company.
Item 8. Description of Securities.
(a) Common or Preferred Stock.
The Company has one class of common stock and is authorized to issue
25,000,000 shares, par value, $0.001 per share. There are 5,000,000 common
shares issued and outstanding. All common shares participate equally in
dividends and voting rights. There are no cumulative voting rights and no
pre-emptive rights. Preferred shares are not authorized. The following
statements relating to the capital stock set forth the material terms of the
Company's securities; however, reference is made to the more detailed provisions
of, and such statements are qualified in their entirety by reference to, the
Certificate of Incorporation and the By-laws, copies of which are filed as
exhibits to this registration statement.
Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of common stock
do not have cumulative voting rights. Holders of common stock are entitled to
share ratably in dividends, if any, as may be declared from time to time by the
Board of Directors in its discretion from funds legally available for
distribution. In the event of a liquidation, dissolution or winding up of the
Company, the holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of common stock are fully paid and non-assessable. Holders of common
stock have no preemptive rights to purchase the Company's common stock. There
are no conversion or redemption rights or sinking fund provisions with respect
to the common stock.
(b) Debt Securities.
The company has no outstanding debt securities.
(c) Other Securities To Be Registered.
The Company is not registering any other securities.
<PAGE>
PART II
Item 1. Market for Common Equity and Related Stockholder Matters.
(a) Market Information.
No public trading market has been established for the Company's common
stock. Presently, there are no plans, proposals, arrangements or understandings
with any person regarding the development of a trading market in the Company's
securities. There is no assurance that a trading market will ever develop or, if
such a market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require: (i) that a broker or dealer approve a person's account for
transactions in penny stocks and (ii) the broker or dealer receive from the
investor a written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in penny
stocks, the broker or dealer must (i) obtain financial information and
investment experience and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for that person
and that person has sufficient knowledge and experience in financial matters to
be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form, (i) sets forth the basis on which
the broker or dealer made the suitability determination and (ii) that the broker
or dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions.
Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of
this registration statement, the Company will be required to, and will, file
reports under Section 13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the holders thereof may then
be made pursuant to Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker) without qualification under state securities
acts.
<PAGE>
Following a business combination, a target company will normally wish
to cause the Company's common stock to trade in one or more United States
securities markets. The target company may elect to take the steps required for
such admission to quotation following the business combination or at some later
time.
In order to qualify for listing on the Nasdaq SmallCap Market, a
company must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may apply
for quotation of its securities on the OTC Bulletin Board. In certain cases the
Company may elect to have its securities initially quoted in the "pink sheets"
published by the National Quotation Bureau, Inc.
To have its securities quoted on the OTC Bulletin Board a company must:
(1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance regulators;
and (2) has at least one market maker who completes and files a Form 211 with
NASD Regulation, Inc. The OTC Bulletin Board is a dealer-driven quotation
service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be
quoted on the OTC Bulletin Board, only market makers can initiate quotes, and
quoted companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock Market
or on a national securities exchange is eligible.
In general there is greatest liquidity for traded securities on the
Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board, and least through
quotation by the National Quotation Bureau, Inc. on the "pink sheets". It is not
possible to predict where, if at all, the securities of the Company will be
traded following a Business Combination.
(b) Holders.
The Company has two shareholders of its common stock.
(c) Dividends.
No dividends have been declared or paid to date and none are expected
to be paid in the forseeable future. There are no restrictions imposed on the
Company which limit its ability to declare or pay dividends on its common stock.
<PAGE>
Transfer Agent
It is anticipated that Securities Transfer Corporation of Dallas, Texas
will act as transfer agent for the common stock of the Company.
Item 2. Legal Proceedings.
The Company is not a party to any pending or threatened legal
proceedings.
Item 3. Changes In and Disagreements With Accountants on Accounting
and Financial Disclosure.
There have been no changes or disagreements with accountants on
accounting or financial disclosure during the Company's two most recent fiscal
years.
Item 4. Recent Sales of Unregistered Securities.
Within the past three years the Company has issued 5,000,000 shares of
common stock in exempt transactions as afforded by Section 4(2) of the
Securities Act of 1933, as amended. The shares offered, sold and issued in an
isolated transaction on February 4, 2000 to Long Lane Capital, Inc. for $4,750
in cash and services and Gregory M. Wilson for $250 cash.
Item 5. Indemnification of Directors and Officers.
Article V, of the Company's Articles of Incorporation provides for the
indemnification of all persons who may serve as Company directors and officers.
The indemnification protects them from any personal liability for damages,
including costs of developing records, investigator fees and attorney fees, for
breach of fiduciary duty or civil suit as directors or officers, but does not
eliminate or limit liability for: (a) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law or(b) the payment of
dividends in violation of Nevada Revised Statute 78.300.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, may be permitted for directors, officers and
controlling persons of the Company, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy and is
therefore, unenforceable.
PART F/S
Financial Statements
Set forth below are the audited financial statements for the Company
for the period ending March 8, 2000. The following financial statements are
attached to this report and filed as a part of it.
<PAGE>
PASSANT ACQUISITION CORPORATION
(A Development Stage Enterprise)
Financial Statements
March 8, 2000
WILLIAMS & WEBSTER PS
Certified Public Accountants
Seafirst Financial Center
W 601 Riverside, Suite 1940
Spokane, WA 99201
(509) 838-5111
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
TABLE OF CONTENTS
March 8, 2000
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Balance Sheet 2
Statement of Operations and Accumulated Deficit 3
Statement of Stockholders' Equity 4
Statement of Cash Flows 5
NOTES TO FINANCIAL STATEMENTS 6
<PAGE>
Board of Directors
Passant Acquisition Corporation
Spokane, Washington
Independent Auditor's Report
We have audited the accompanying balance sheet of Passant Acquisition
Corporation, (a development stage enterprise), as of March 8, 2000, and the
related statements of operations and accumulated deficit, stockholders' equity
and cash flows for the period from February 24, 2000 (inception) to March 8,
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 audit.
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
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit 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 Passant Acquisition
Corporation, as of March 8, 2000, and the results of its operations and its cash
flows for the period from February 24, 2000 (inception) to March 8, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company
has been in the development stage since its inception on February 24, 2000.
Realization of a major portion of the assets is dependent upon the Company's
ability to meet its future financing requirements, and the success of future
operations. These factors raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans regarding those matters also are
described in Note 2. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
March 15, 2000
1
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE EMTERPRISE)
BALANCE SHEET
MARCH 8, 2000
ASSETS
CURRENT ASSETS
Cash Total Current Assets $ 1,000
---------
TOTAL CURRENT ASSETS 1,000
---------
TOTAL ASSETS $ 1,000
=========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES --
COMMITMENTS AND CONTIGENCIES --
STOCKHOLDERS' EQUITY
Common stock, 25,000,000 shares authorized, $0.001 par value;
5,000,000 shares issued and outstanding 5,000
Deficit accumulated during the development stage (4,000)
---------
TOTAL STOCKHOLDERS' EQUITY 1,000
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,000
=========
2
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE EMTERPRISE)
STATEMENT OF OPERATIONS AND ACCUMULATED DEFICIT
For the Period from February 24, 2000 (Inception) to March 8, 2000
REVENUES $ --
---------
EXPENSES
Organization expense 250
Legal expense 1,000
Administrative expense 2,750
---------
4,000
---------
NET LOSS FROM OPERATIONS (4,000)
INCOME TAXES --
---------
NET LOSS (4,000)
ACCUMULATED DEFICIT, BEGINNING BALANCE --
---------
ACCUMULATED DEFICIT, ENDING BALANCE $ (4,000)
=========
NET LOSS PER COMMON SHARE $ (0.0008)
=========
WEIGHTED AVERAGE NUMBER OF
COMMON STOCK SHARES OUTSTANDING 5,000,000
=========
3
<PAGE>
<TABLE>
<CAPTION>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE EMTERPRISE)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from February 24, 2000 (Inception) to March 8, 2000
Common Stock
----------------------- Total
Number Paid in Accumulated Stockholders'
of Shares Amount Capital Deficit Equity
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Issuance of common stock
for cash and expenses
at .001 per share 5,000,000 $ 5,000 $ -- $ -- $ 5,000
Loss for period ending,
February 24, 2000 -- -- -- (4,000) (4,000)
--------- --------- -------- --------- ---------
Balance
February 24, 2000 5,000,000 $ 5,000 $ -- $ (4,000) $ 5,000
========= ========= ======== ========= =========
</TABLE>
4
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE EMTERPRISE)
STATEMENT OF CASH FLOWS
For the Period from February 24, 2000 (Inception) to March 8, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(4,000)
Expenses paid by issuance of stock 4,000
-------
Net cash provided in operating activities --
CASH FLOWS FROM INVESTING ACTIVITIES --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds for issuance of stock 1,000
-------
Change in cash 1,000
Cash, beginning of period --
-------
Cash, end of period $ 1,000
=======
Supplemental disclosures:
Interest paid $ --
=======
Income taxes paid $ --
=======
NON-CASH TRANSACTIONS
Stock issued in exchange for expenses paid $ 4,000
5
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 8, 2000
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Passant Acquisition Corporation (hereinafter "the Company") was incorporated on
February 24, 2000 under the laws of the State of Nevada primarily for the
purpose of serving as a vehicle to effect a merger, exchange of capital stock,
asset acquisition or other business combination with a domestic or foreign
private business. The Company's fiscal year end is December 31.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of significant accounting policies of Passant Acquisition
Corporation is presented to assist in understanding the Company's financial
statements. The financial statements and notes are representations of the
Company's management which is responsible for their integrity and objectivity.
These accounting policies conform to generally accepted accounting principles
and have been consistently applied in the preparation of the financial
statements.
Development Stage Activities
- ----------------------------
The Company has been in the development stage since its formation in February
2000 and has not yet realized any revenues from its planned operations.
Going Concern
- -------------
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.
As shown in the accompanying financial statements, the Company incurred a net
loss of $4,000 for the period ended March 8, 2000 and had no revenue. The future
of the Company is dependent upon its ability to identify a prospective target
business and raise the capital it will require through the issuance of equity
securities, debt securities, bank borrowings or a combination thereof. The
financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts and
classification of liabilities that might be necessary in the event the Company
cannot continue in existence.
Accounting Method
- -----------------
The Company's financial statements are prepared using the accrual method of
accounting.
Loss Per Share
- --------------
Loss per share was computed by dividing the net loss by the weighted average
number of shares outstanding during the period. The weighted average number of
shares was calculated by taking the number of shares outstanding and weighting
6
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 8, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss Per Share (Continued)
them by the amount of time that they were outstanding. Basic and diluted loss
per share were the same, as there were no common stock equivalents outstanding.
Cash and Cash Equivalents
- -------------------------
For purposes of the Statement of Cash Flows, the Company considers all
short-term debt securities purchased with a maturity of three months or less to
be cash equivalents.
Provision for Taxes
- -------------------
At March 8, 2000, the Company had a net operating loss of approximately $4,000.
No provision for taxes or tax benefit has been reported in the financial
statements, as there is not a measurable means of assessing future profits or
losses.
Use of Estimates
- ----------------
The process of preparing financial statements in conformity with generally
accepted accounting principles requires the use of estimates and assumptions
regarding certain types of assets, liabilities, revenues, and expenses. Such
estimates primarily relate to unsettled transactions and events as of the date
of the financial statements. Accordingly, upon settlement, actual results may
differ from estimated amounts.
Impaired Asset Policy
- ---------------------
In March 1995, the Financial Accounting Standards Board issued a statement
titled "Accounting for Impairment of Long-lived Assets." In complying with this
standard, the Company will review its long-lived assets quarterly to determine
if any events or changes in circumstances have transpired which indicate that
the carrying value of its assets may not be recoverable. The Company does not
believe any adjustments are needed to the carrying value of its assets at March
8, 2000.
Development Costs
- -----------------
In accordance with generally accepted accounting principles, the Company will
expense development costs as incurred.
NOTE 3 - PROPERTY AND EQUIPMENT
At March 8, 2000 the Company does not own any property or equipment.
7
<PAGE>
PASSANT ACQUISITION CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO THE FINANCIAL STATEMENTS
March 8, 2000
NOTE 4 - COMMON STOCK
On March 8, 2000, 5,000,000 shares of common stock were issued to an officer and
to a related party. (See Note 5). There was no public offering of any
securities. The above referenced shares were issued in repayment of expenses of
$4,000 and cash of $1,000. These shares were issued pursuant to exemption from
registration contained in Section 4 (2) of the Securities Act of 1933. The
Company has not authorized any preferred stock, convertible stock, warrants or
options as of March 8, 2000.
NOTE 5 - RELATED PARTIES
As of March 8, 2000, Long Lane Capital, Inc. was issued 4,750,000 common stock
shares in consideration of organizational and professional costs incurred by
Long Lane Capital, Inc. on behalf of the Company. Gregory M. Wilson, a director
of the Company, was issued 250,000 common stock shares. Legal counsel to the
Company is a firm owned by Gregory M. Wilson, who also owns a controlling
interest in the outstanding stock of Long Lane Capital, Inc. (See Note 4).
NOTE 6 - YEAR 2000 ISSUES
Like other companies, Passant Acquisition Corporation could be adversely
affected if the computer systems the Company, its suppliers or customers use do
not properly process and calculate date-related information and data from the
period surrounding and including January 1, 2000. This is commonly known as the
"Year 2000" issue. Additionally, this issue could impact non-computer systems
and devices such as production equipment and elevators, etc. At this time, the
company does not have any evidence of problems associated with the year 2000
issue.
8
<PAGE>
PART III
Item 1. Index to Exhibits.
Exhibit Number Description
-------------- -----------
3.1 Articles of Incorporation
3.2 By-Laws
10.1 Lock-Up Agreement
27 Financial Data Schedule
SIGNATURES
<PAGE>
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, who is duly authorized.
Dated March 10, 2000
PASSANT ACQUISITION CORPORATION,
a Nevada corporation
/s/ Gregory M. Wilson
- ---------------------------
Gregory M. Wilson
President, Director
Filed # C924-00
February 24, 2000
In the Office of
Dean Heller
Secretary of State
State of Nevada
ARTICLES OF INCORPORATION
OF
PASSANT ACQUISITION CORPORATION
I. The name of this corporation is PASSANT ACQUISITION CORPORATION.
II. The Resident Agent of this corporation for the transaction of business,
until changed according to law, shall be the following:
Nevada Business Services
675 Fairview Dr. #246
Carson City, NV 89701
III. This corporation may engage in any lawful activity or activities in
Nevada and throughout the world.
IV. The total authorized capital stock of this corporation is TWENTY-FIVE
MILLION (25,000,000) shares, each share having $0.00l par value. All of the
voting power of the capital stock of this corporation shall reside in the Common
Stock. No capital stock of this corporation shall be subject to assessment and
no holder of any share or shares shall have preemptive rights to subscribe to
any or all issues of shares of other securities of this corporation.
V. The directors, officers and stockholders of this corporation are
indemnified from any personal liability for damages including costs of
developing records, investigator fees and attorney fees, if any, for breach of
fiduciary duty or civil suit as a director or officer, but does not eliminate or
limit the liability for: (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (b) the payment of dividends
in violation of NRS 78.300.
VI. The members of the governing board of this corporation shall be styled
directors, and they shall be one in number until changed either by (1) an
amendment to the Articles of Incorporation of this corporation, or (2) the
adoption of By-Laws, and from time to time amendments thereto increasing or
decreasing the number of directors, but in no case shall the number of directors
be smaller than one or the number of stockholders, whichever shall be the least.
The name and address of the person who is appointed to act as the first director
of this corporation is as follows:
Greg Wilson
680 Rock Pointe Tower
316 W. Boone Ave.
Spokane, WA 99201
VII. This corporation is to have perpetual existence.
VIII. The name and address of the first incorporator of this corporation is
as follows:
Mary Ann Dickens
675 Fairview Dr. #246
Carson City, NV 8970l
The powers of the incorporator are to terminate upon filing of these
Articles of Incorporation.
IN WITNESS WHEREOF, the undersigned incorporator has executed these Articles of
Incorporation of PASSANT ACQUISITION CORPORATION on this 24th day of February,
2000.
/s/ Mary Ann Dickens
------------------
Incorporator
BY-LAWS FOR THE REGULATION
EXCEPT AS OTHERWISE PROVIDED BY STATUTE
OR ITS ARTICLES OF INCORPORATION OF
PASSANT ACQUISITION CORPORATION
ARTICLE I.
Offices
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of
the business of the corporation is hereby fixed and located at 675 Fairview Dr.
#246, Carson City, NV 89701, being the offices of Nevada Business Services. The
board of directors is hereby granted full power and authority to change said
principal office from one location to another in the State of Nevada.
Section 2. OTHER OFFICES. Branch or subordinate offices may at any time be
established by the board of directors at any place or places where the
corporation is qualified to do business.
ARTICLE II.
Meetings of Shareholders
Section 1. MEETING PLACE. All annual meetings of shareholders and all other
meetings of shareholders shall be held either at the principal office or at any
other place within or without the State of Nevada which may be designated either
by the board of directors, pursuant to authority hereinafter granted to said
board, or by the written consent of all shareholders entitled to vote thereat,
given either before or after the meeting and filed with the Secretary of the
corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of shareholders shall be
held on the 31st day of March each year, at the hour of 3:00 o'clock p.m. of
said day commencing with the year 2001, provided, however, that should said day
fall upon a legal holiday then any such annual meeting of shareholders shall be
held at the same time and place on the next day thereafter ensuing which is not
a legal holiday.
Written notice of each annual meeting signed by the president or a vice
president, or the secretary, or an assistant secretary, or by such other person
or persons as the directors shall designate, shall be given to each shareholder
entitled to vote thereat, either personally or by mail or other means of written
communication, charges prepaid, addressed to such shareholder at his address
appearing on the books of the corporation or given by him to the corporation for
the purpose of notice. If a shareholder gives no address, notice shall be deemed
to have been given to him, if sent by mail or other means of written
communication addressed to the place where the principal office of the
corporation is situated, or if published at least once in some newspaper of
general circulation in the county in which said office is located. All such
notices shall be sent to each shareholder entitled thereto not less than ten(10)
nor more than sixty (60) days before each annual meeting, and shall specify the
place, the day anti the hour of such meeting, and shall also state the purpose
or purposes for which the meeting is called.
<PAGE>
Section 3. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the president or by
the board of directors, or by one or more shareholders holding not less than 10%
of the voting power of the corporation. Except in special cases where other
express provision is made by statute, notice of such special meetings shall be
given in the same manner as ,f or annual meetings of shareholders. Notices of
any special meeting shall specify in addition to the place, day and hour of such
meeting, the purpose or purposes for which the meeting is called.
Section 4. ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by the vote of a majority of the shares, the holders of which
are either present in person or represented by proxy thereat, but in the absence
of a quorum, no other business may be transacted at any such meeting.
When any shareholders' meeting, either annual or special, is adjourned for
thirty (30) days or more, notice of the adjourned meeting shall be given as in
the case of an original meeting. Save as aforesaid, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an
adjourned meeting, other than by announcement at the meeting at which such
adjournment is taken.
Section 5. ENTRY OF NOTICE. Whenever any shareholder entitled to vote has
been absent from any meeting of shareholders, whether annual or special, an
entry in the minutes to the effect that notice has been duly given shall be
conclusive and incontrovertible evidence that due notice of such meeting was
given to such shareholders, as required by law and the By-Laws of the
corporation.
Section 6. VOTING. At all annual and special meetings of stockholders
entitled to vote thereat, every holder of stock issued to a bona fide purchaser
of the same, represented by the holders thereof, either in person or by proxy in
writing, shall have one vote for each share of stock so held and represented at
such meetings, unless the Articles of Incorporation of the company shall
otherwise provide, in which event the voting rights, powers and privileges
prescribed in the said Articles of Incorporation shall prevail. Voting for
directors and, upon demand of any stockholder, upon any question at any meeting
shall be by ballot. Any director may be removed from office by the vote of
stockholders representing not less than two-thirds of the voting power of the
issued and outstanding stock entitled to voting power.
Section 7. QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Section 8. CONSENT OF ABSENTEES. The transactions of any meeting of
shareholders, either annual or special, however called and noticed, shall be as
valid as though at a meeting duly held after regular call and notice, if a
quorum be present either in person or by proxy, and if either before or after
the meeting, each of the shareholders entitled to vote, not present in person or
by proxy, sign a written Waiver of Notice, or a consent to the holding of such
meeting, or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of this meeting.
Section 9. PROXIES. Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by such person or his duly authorized agent and filed
with the secretary of the corporation; provided that no such proxy shall be
valid after the expiration of eleven (11) months from the date of its execution,
unless the shareholder executing it specifies therein the length of time for
which such proxy is to continue in force, which in no case shall exceed seven
(7) years from the date of its execution.
<PAGE>
ARTICLE III
Section 1. POWERS. Subject to the limitations of the Articles of
Incorporation or the By- Laws, and the provisions of the Nevada Revised Statutes
as to action to be authorized or approved by the shareholders, and subject to
the duties of directors as prescribed by the By-Laws, all corporate powers shall
be exercised by or under the authority of, and the business and affairs of the
corporation shall be controlled by the board of directors. Without prejudice to
such general powers, but subject to the same limitations, it is hereby expressly
declared that the directors shall have the following powers, to wit:
First - To select and remove all the other officers, agents and employees
of the corporation, prescribe such powers and duties for them as may not be
inconsistent with law, with the Articles of Incorporation or the By-Laws, fix
their compensation, and require from them security for faithful service.
Second - To conduct, manage and control the affairs and business of the
corporation, and to make such rules and regulations therefor not inconsistent
with law, with the Articles of incorporation or the By--Laws, as they may deem
best.
Third - To change the principal office for the transaction of the business
of the corporation from one location to another within the same county as
provided in Article I, Section 1, hereof; to fix and locate from time to time
one or more subsidiary offices of the corporation within or without the State of
Nevada, as provided in Article I, Section 2, hereof; to designate any place
within or without the State of Nevada for the holding of any shareholders'
meeting or meetings; and to adopt, make and use a corporate seal, and to
prescribe the forms of certificates of stock, and to alter the form of such seal
and of such certificates from time to time, as in their judgment they may deem
best, provided such seal and such certificates shall at all times comply with
the provisions of law.
Forth - To authorize the issue of shares of stock of the corporation from
time to time, upon such terms as may be lawful, in consideration of money paid,
labor done or services actually rendered, debts or securities canceled, or
tangible or intangible property actually received, or in the case of shares
issued as a dividend, against amounts transferred from surplus to stated
capital.
Fifth - To borrow money and incur indebtedness for the purposes of the
corporation, and to cause to be executed and delivered therefor, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities therefore.
Sixth - To appoint an executive committee and other committees and to
delegate to the executive committee any of the powers and authority of the board
in management of the business and affairs of the corporation, except the power
to declare dividends and to adopt, amend or repeal By-Laws. The executive
committee shall be composed of one or more directors.
<PAGE>
Section 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
directors of the corporation shall be not less than one (1) and no more than
fifteen (15).
Section 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at
each annual meeting of shareholders, but if any such annual meeting is not held,
or the directors are not elected thereat, the directors may be elected at any
special meeting of shareholders. All directors shall hold office until their
respective successors are elected.
Section 4. VACANCIES. Vacancies in the board of directors may be filled by
a majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold off ice until his
successor is elected at an annual or a special meeting of the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to exist in
case of the death, resignation or removal of any director, or if the authorized
number of directors be increased, or if the shareholders fail at any annual or
special meeting of shareholders at which any director or directors are elected
to elect the full authorized number of directors to be voted for at that
meeting.
The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the board of directors
accept the resignation of a director tendered to take effect at a future time,
the board or the shareholders shall have the power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
Section 5. PLACE OF MEETING. Regular meetings of the board of directors
shall be held at any place within or without the State which has been designated
from time to time by resolution of the board or by written consent of all
members of the board. In the absence of such designation, a regular meeting
shall be held at the principal office of the corporation. Special meetings of
the board may be held either at a place so designated, or at the principal
office.
Section 6. ORGANIZATION MEETING. Immediately following each annual meeting
of shareholders, the board of directors shall hold a regular meeting for the
purpose of organization, election of officers, and the transaction of other
business. Notice of such meeting is hereby dispensed with.
<PAGE>
Section 7. OTHER REGULAR MEETINGS. Other regular meetings of the board of
directors shall be held without call on the first day of each month at the hour
of 9:00 o'clock a .m. of said day; provided, however, should said day fall upon
a legal holiday, then said meeting shall be held at the same time on the next
day thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the board of directors is hereby dispensed with.
Section 8. SPECIAL MEETINGS. Special meetings of the board of directors for
any purpose or purposes shall be called at any time by the president, or, if he
is absent or unable or refuses to act, by any vice president or by any two (2)
directors.
Written notice of the time and place of special meetings shall be delivered
personally to the directors or sent to each director by mail or other form of
written communication, charges prepaid, addressed to him at his address as it is
shown upon the records of the corporation, or if it is not shown on such records
or is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. In case such notice is mailed or telegraphed, it
shall be deposited in the United States mail or delivered to the telegraph
company in the place in which the principal office of the corporation is located
at least forty-eight (48) hours prior to the time of the holding of the meeting.
In case such notice is delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the meeting.
Such mailing, telegraphing or delivery as above provided shall be due, legal and
personal notice to such director.
Section 9. NOTICE OF ADJOURNMENT. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors, if the time and
place be fixed at the meeting adjourned.
Section 10. ENTRY OF NOTICE. Whenever any director has been absent from any
special meeting of the board of directors, an entry in the minutes to the effect
that notice has been duly given shall be conclusive and incontrovertible
evidence that due notice of such special meeting was give to such director, as
required by law and the By-Laws of the corporation.
Section 11. WAIVER OF NOTICE. The transactions of any meeting of the board
of directors, however called and noticed or wherever held, shall be as valid as
though had a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present sign a written waiver of notice or a consent to the holding of such
meeting or an approval of the minutes thereof. All such waivers, consents or
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 12. QUORUM. A majority of the authorized number of directors shall
be necessary to constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present, shall be regarded as the act of the board of directors, unless a
greater number be required by law or by the Articles of Incorporation.
Section 13. ADJOURNMENT. A quorum of the directors may adjourn any
directors' meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors' meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
Section 14. FEES AND COMPENSATION. Directors shall not receive any
stated salary for their services as directors, but by resolution of the board, a
fixed fee, with or without expenses of attendance may be allowed for attendance
at each meeting. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer,
agent, employee, or otherwise, and receiving compensation therefor.
<PAGE>
ARTICLE IV.
Officers
Section 1. OFFICERS. The officers of the corporation shall be a president,
a vice president and a secretary/treasurer. The corporation may also have, at
the discretion of the board of directors, a chairman of the board, one or more
vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. Officers other than president and
chairman of the board need not be directors. Any person may hold two or more
offices.
Section 2. ELECTION. The officers of the corporation, except such officers
as may be appointed in accordance with the provisions of Section 3 or Section 5
of this Article, shall be chosen annually by the board of directors, and each
shall hold his office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and qualified.
Section 3. SUBORDINATE OFFICERS, ETC. The board of directors may appoint
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are .provided in the By-Laws or as the board of directors may from time to
time determine.
Section 4. REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office, at any
regular or special meeting of the board.
Any officer may resign at any time by giving written notice to the board of
directors or to the president, or to the secretary of the corporation. Any such
resignation shall take effect at the date of the receipt of such notice or at
any later time specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
Section 5. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in the By-Laws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if there shall
be such an officer, shall, if present, preside at all meetings of the board of
directors, and exercise and perform such other powers and duties as may be from
time to time assigned to him by the board of directors or prescribed by the
By-Laws.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be
given by the board of directors to the chairman of the board, if there be such
an officer, the president shall be the chief executive officer of the
corporation and shall, subject to the control of the board of directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the shareholders and in the
absence of the chairman of the board, or if there be none, at all meetings of
the board of directors. He shall be ex-officio a member of all the standing
committees, including the executive committee, if any, and shall have the
general powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and duties as may
be prescribed by the board of directors or the By-Laws.
<PAGE>
Section 8. VICE PRESIDENT. In the absence or disability of the president,
the vice presidents in order of their rank as fixed by the board of directors,
or if not ranked, the vice president designated by the board of directors, shall
perform all the duties of the president and when so acting shall have all the
powers of, and be subject to all the restrictions upon, the president. The vice
presidents shall have such other powers and perform such other duties as from
time to time may be prescribed for them respectively by the board of directors
or the By-Laws.
Section 9. SECRETARY. The secretary shall keep, or cause to be kept, a book
of minutes at the principal office or such other place as the board of directors
may order, of all meetings of directors and shareholders, with the time and
place of holding, whether regular or special, and if special, how authorized,
the notice thereof given, the names of those present at directors' meetings, the
number of shares present or represented at shareholders' meetings and the
proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office, a share
register, or a duplicate share register, showing the names of the shareholders
and their addresses; the number and classes of shares held by each; the number
and date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all the meetings of
the shareholders and of the board of directors required by the By-Laws or by law
to be given, and he shall keep the seal of the corporation in safe custody, and
shall have such other powers and perform such other duties as may be prescribed
by the board of directors or the By-Laws.
Section 10. TREASURER. The treasurer shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the properties and
business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursement, gains, losses, capital, surplus and shares.
Any surplus, including earned surplus, paid-in surplus and surplus arising from
a reduction of stated capital, shall be classified according to source and shown
in a separate account. The books of account shall at all times be open to
inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and to
the credit of the corporation with such depositories as may be designated by the
board of directors. He shall disburse the funds of the corporation as may be
ordered by the board of directors, shall render to the president and directors,
whenever they request it, an account of all of his transactions as treasurer and
of the financial condition of the corporation, and shall have such other powers
and perform such other duties as may be prescribed by the board of directors or
the By-Laws.
<PAGE>
ARTICLE V.
Miscellaneous
Section 1. RECORD DATE AND CLOSING STOCK BOOKS. The board of directors may
fix a time, in the future, not exceeding fifteen (15) days preceding the date of
any meeting of shareholders, and not exceeding thirty (30) days preceding the
date fixed for the payment of any dividend or distribution, or for the allotment
of rights, or when any change or conversion or exchange of shares shall go into
effect, as a record date for the determination of the shareholders entitled to
notice of and to vote at any such meeting, or entitled to receive any such
dividend or distribution, or any such allotment of rights, or to exercise the
rights in respect to any such change, conversion or exchange of shares, and in
such case only shareholders of record on the date so fixed shall be entitled to
notice of and to vote at such meetings, or to receive such dividend,
distribution or allotment of rights, or to exercise such rights, as the case may
be, notwithstanding any transfer of any shares on the books of the corporation
after any record date fixed as aforesaid. The board of directors may close the
books of the corporation against transfers of shares during the whole, or any
part of any such period.
Section 2. INSPECTION OF CORPORATE RECORDS. The share register or duplicate
share register, the books of account, and minutes of proceedings of the
shareholders and directors shall be open to inspection upon the written demand
of any shareholder or the holder of a voting trust certificate, at any
reasonable time, and for a purpose reasonably related to his interests as a
shareholder, or as the holder of a voting trust certificate, and shall be
exhibited at any time when required by the demand of ten percent (10%) of the
shares represented at any shareholders' meeting. Such inspection may be made in
person or by an agent or attorney, and shall include the right to make extracts.
Demand of inspection other than at a shareholders' meeting shall be made in
writing upon the president, secretary or assistant secretary of the corporation.
Section 3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the board of directors.
Section 4. ANNUAL REPORT. The board of directors of the corporation shall
cause to be sent to the shareholders not later than one hundred twenty (120)
days after the close of the fiscal or calendar year an annual report.
Section 5. CONTRACT, ETC., HOW EXECUTED. The board of directors, except as
in the By-Laws otherwise provided, may authorize any officer or officers, agent
or agents, to enter into any contract, deed or lease or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and unless so authorized by the board
of directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit to
render it liable for any purpose or to any amount.
Section 6. CERTIFICATES OF STOCK. A certificate or certificates for shares
of the capital stock of the corporation shall be issued to each shareholder when
any such shares are fully paid up. All such certificates shall be signed by the
president or a vice president and the secretary or an assistant secretary, or be
authenticated by facsimiles of the signature of the president and secretary or
by a facsimile of the signature of the president and the written signature of
the secretary or an assistant secretary. Every certificate authenticated by a
facsimile of a signature must be countersigned by a transfer agent or transfer
clerk.
Certificates for shares may be issued prior to full payment under such
restrictions and for such purposes as the board of directors or the By-Laws may
provide; provided, however, that any such certificate so issued prior to full
payment shall state the amount remaining unpaid and the terms of payment
thereof.
<PAGE>
Section 7. REPRESENTATIONS OF SHARES OF OTHER CORPORATIONS. The president
or any vice president and the secretary or assistant secretary of this
corporation are authorized to vote, represent and exercise on behalf of this
corporation all rights incident to any and all shares of any other corporation
or corporations standing in the name of this corporation. The authority herein
granted to said officers to vote or represent on behalf of this corporation or
corporations may be exercised either by such officers in person or by any person
authorized so to do by proxy or power of attorney duly executed by said
officers.
Section 8. INSPECTION OF BY-LAWS. The corporation shall keep in its
principal office for the transaction of business the original or a copy of the
By-Laws as amended, or otherwise altered to date, certified by the secretary,
which shall be open to inspection by the shareholders at all reasonable times
during office hours.
ARTICLE VI.
Amendments
Section 1. POWER OF SHAREHOLDERS. New By-Laws may be adopted or these By-
Laws may be amended or repealed by the vote of shareholders entitled to exercise
a majority of the voting power of the corporation or by the written assent of
such shareholders.
Section 2. POWER OF DIRECTORS. Subject to the right of shareholders as
provided in Section 1 of this Article VI to adopt, amend or repeal By-Laws,
By-Laws other than a By-Law or amendment thereof changing the authorized number
of directors may be adopted, amended or repealed by the board of directors.
Section 3. ACTION BY DIRECTORS THROUGH CONSENT IN LIEU OF MEETING. Any
action required or permitted to be taken at any meeting of the board of
directors or of any committee thereof, may be taken without a meeting, if a
written consent thereto is signed by all the members of the board or of such
committee. Such written consent shall be filed with the minutes of proceedings
of the board or committee.
Dated: March 2, 2000 /s/ Gregory M. Wilson
---------------------
Gregory M. Wilson
President/Secretary
Form of Lock-Up Agreement
Gentlemen:
As part of the sale of the shares of Common Stock of XYZ Acquisition
Corporation (the "Company") to the undersigned (the "Holder"), the Holder hereby
represents, warrants, covenants and agrees, for the benefit of the Company and
the holders of record (the "third party beneficiaries") of the Company's
outstanding securities, including the Company's Common Stock, $.001 par value
(the "Stock") at the date hereof and during the pendency of this letter
agreement that the Holder will not transfer, sell, contract to sell, devise,
gift, assign, pledge, hypothecate, distribute or grant any option to purchase or
otherwise dispose of, directly or indirectly, its shares of Stock of the Company
owned beneficially or otherwise by the Holder except in connection with or
following completion of a merger or acquisition by the Company and the Company
is no longer classified as a blank check company as defined in Section 7(b)(3)
of the Securities Act of 1933, as amended.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) will instruct its transfer
agent not to transfer such securities (ii) may provide a copy of this letter
agreement to the Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificate(s) evidencing the
securities subject hereto and disclosing that any transfer, sale, contract for
sale, devise, gift, assignment, pledge or hypothecation of such securities is
subject to the terms of this letter agreement and (iii) will issue stop-transfer
instructions to its transfer agent for the period contemplated by this letter
agreement for such securities.
This letter agreement shall be binding upon the Holder, its agents, heirs,
successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this letter
agreement in any instance must be in writing and must be duly executed by the
Company and the Holder and shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof.
<PAGE>
The Holder agrees that any breach of this letter agreement will cause the
Company and the third party beneficiaries irreparable damage for which there is
no adequate remedy at law. If there is a breach or threatened breach of this
letter agreement by the Holder, the Holder hereby agrees that the Company and
the third party beneficiaries shall be entitled to the issuance of an immediate
injunction without notice to restrain the breach or threatened breach. The
Holder also agrees that the Company and all third party beneficiaries shall be
entitled to pursue any other remedies for such a breach or threatened breach,
including a claim for money damages.
THE HOLDER
/s/ Signature of Holder
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Financial Condition at March 8, 2000 and the
Consolidated Statement of Income for the period ended March 8, 2000 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001109152
<NAME> Passant Acquisition Corporation
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> Other
<FISCAL-YEAR-END> Dec-31-00
<PERIOD-START> Feb-24-00
<PERIOD-END> Mar-08-00
<EXCHANGE-RATE> 1
<CASH> 1000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5000
<OTHER-SE> (4000)
<TOTAL-LIABILITY-AND-EQUITY> 1000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 4000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (4000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (4000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (4000)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
