UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION
OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of The Securities Exchange Act of 1934
T.C.B. Enterprises, Inc.
(Name of Small Business Issuer in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
88-0354194
(I. R. S. Employer Identification No. )
932 Burke St.
Winston-Salem, NC 27101
(Address of principal executive offices) (Zip Code)
336-7222-1615
(Issuer's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act: Common Stock
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TABLE OF CONTENTS
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Part I
Item 1. Description of Business 3
Item 2. Plan of Operation 7
Item 3. Description of Property 7
Item 4. Security Ownership of Certain Beneficial
Owners and Management 8
Item 5. Directors, Executive Officers, Promoters
and Control Persons 9
Item 6. Executive Compensation 10
Item 7. Certain Relationships and Related Transactions 10
Item 8. Description of Securities 10
Part II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters 12
Item 2. Legal Proceedings 13
Item 3. Changes in and Disagreements with Accountants 13
Item 4. Recent Sales of Unregistered Securities 13
Item 5. Indemnification of Directors and Officers 14
Part F/S
Financial Statements 15
Part III
Item 1. Index to Exhibits
Item 2. Description of Exhibits
Signatures
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THIS REGISTRATION STATEMENT CONTAINS CERTAIN FORWARD LOOKING STATEMENTS. THESE
FORWARD LOOKING STATEMENTS INCLUDE STATEMENTS REGARDING (I) THE REGISTRANT'S
RESEARCH AND DEVELOPMENT PLANS, MARKETING PLANS, CAPITAL AND OPERATIONS
EXPENDITURES, AND RESULTS OF OPERATIONS; (II) POTENTIAL FINANCING ARRANGEMENTS;
(III) POTENTIAL UTILITY AND ACCEPTANCE OF THE REGISTRANT'S EXISTING AND PROPOSED
PRODUCTS; AND (IV) THE NEED FOR, AND AVAILABILITY OF, ADDITIONAL FINANCING.
THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT EXPECTATIONS
AND INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. THESE FORWARD LOOKING
STATEMENTS ARE BASED ON ASSUMPTIONS REGARDING THE REGISTRANT'S BUSINESS AND
TECHNOLOGY WHICH INVOLVE JUDGMENTS WITH RESPECT TO, AMONG OTHER THINGS, FUTURE
SCIENTIFIC, ECONOMIC, REGULATORY AND COMPETITIVE CONDITIONS, AND FUTURE BUSINESS
DECISIONS, ALL OF WHICH ARE DIFFICULT OR IMPOSSIBLE TO PREDICT ACCURATELY AND
MANY OF WHICH ARE BEYOND THE CONTROL OF THE REGISTRANT. ALTHOUGH THE REGISTRANT
BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE FORWARD LOOKING STATEMENTS ARE
REASONABLE, ANY OF THE ASSUMPTIONS COULD PROVE INACCURATE AND, THEREFORE, ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD LOOKING
STATEMENTS. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THE FORWARD
LOOKING INFORMATION CONTAINED HEREIN, THE INCLUSION OF SUCH INFORMATION SHOULD
NOT BE REGARDED AS ANY REPRESENTATION BY THE REGISTRANT OR ANY OTHER PERSON THAT
THE OBJECTIVES OR PLANS OF THE REGISTRANT WILL BE ACHIEVED.
References in this registration statement to "We," "Us," or the "Company" refer
to T.C.B. Enterprises, Inc.
PART I
Item 1. Description of Business.
Business Development.
We were incorporated as TCB Enterprises, Inc. in the State of Nevada on February
14, 1996. It is the Company's intention to build and market affordable homes
for the gaming and/or casino industry, as well as for the upscale housing
industry in the State of Colorado. On August 31, 1999, we forward split our
common stock forty (40) shares for one (1) share. All disclosure herein
accounts for this forward split unless indicated otherwise.
We have not been a party to any bankruptcy, receivership or similar proceeding.
We have not been involved in any material reclassification, merger,
consolidation, or purchase or sale of a significant amount of assets not in the
ordinary course of business.
Business of Issuer.
Principal products or services and their markets.
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The Company's first major project is at Sunrise Mesa South, Canon City,
Colorado, a rapid growth, upscale, community. The Company's current subdivision
is based on a highly profitable formula of lots estimated but not appraised at,
$180,000.00, being purchased by the Company at approximately $160,000.00 each,
as well as profit from development and sales of each home. As a growing
community Canon City, with a population of approximately 40,000, along the
souther range of the Rocky Mountains, the area is known for its pleasant
climate, commanding views of Pike's Peak to the north and the Sangre De Christo
mountains to the southwest and gentle rolling plains to the east. The Company
presently has seven lots, situated at Sunrise Mesa Dr., Canon City, Colorado.
Currently, the Company has no debt service to maintain and holds approximately
$266,000 in equity and/or assets, with value plus profit under contract
estimated at over $300,000. By becoming a public entity, the Company believes
will enable it to secure the working capital necessary to fulfill marketing
strategies. All planned projects will qualify for traditional funding or
financing methods necessary for completion of its development and/or
construction requirements. Geographically, the Company's main focus for current
and anticipated development is in Canon City, Colorado area. The most
compelling market is the upscale housing development community in Sunrise Mesa
South, Canon City, Colorado. Secondly, the Company intends to establish
entry-level home development for a quality labor force required for the growing
area population.
We do not have our own gateway to the Internet. As such, we depend upon an
Internet Service Provider to connect and host our website on the Internet. Any
disruption in the service provided by the Internet Service provider probably
will not have a material adverse effect on our business operations and financial
condition. Further, there can be no assurance that we will be successful in
implementing our plan of operations or that, even if implemented, it will prove
successful.
Distribution of services.
We plan to offer homes through conventional methods as well as through our
website, "www.ventures2k.com", where potential home buyers may view different
styles of homes that have been built.
Status of any publicly announced new product or service.
We currently have no new products or services that have been publicly announced.
Competitive business conditions and the small business issuer's competitive
position in the industry and methods of competition.
As we begin to develop our plan of business, we will compete with entities
having significantly greater financial and other resources than us. There are
other real estate builders and marketing companies in the area that build and
sell houses similar to those which we plan to sell. Our failure to effectively
compete with such entities could have a materially adverse effect on our
business and operations.
Our industry is highly competitive with respect to price, service, quality and
marketing. As a result, the potential for failure in this industry is
significant. There are numerous, well-established, larger competitors in the
industry with comprehensive experience, possessing substantially greater
financial, marketing, personnel and other resources than us. There can be no
assurance that we will be able to respond to various competitive factors
affecting our business.
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Sources and availability of raw materials and the names of principal suppliers.
As of the date of this registration statement, we have no exclusive contractual
arrangements for raw materials or suppliers.
Dependence on one or a few major customers.
As of the date of this registration statement, we have no customers. We intend
to market our products through traditional means as well as through the
Internet. We intend to reach our customer base through the use of advertising
in trade publications, Internet banner advertising and word of mouth. We have
not developed any criteria for such marketing, and we have not hired marketing
staff. There can be no assurance that we will be able to develop these
marketing and promotional aspects of our planned operations. Even if such
marketing and promotional aspects are developed, there can be no assurance that
they will be effective in bringing customers.
Intellectual Property.
As of the date of this registration statement, we currently have no patents,
trademarks, franchises, concessions, royalty agreements or labor contracts. Our
failure to obtain proprietary protection in the future could have a materially
adverse effect on our operations.
Need for any government approval of principal products or services.
Building permits are required.
Effect of existing or probable governmental regulations on the business.
We are not currently subject to direct regulation by any government agency,
other than regulations applicable to businesses generally. However, due to the
increasing popularity and use of the Internet, it is possible that a number of
laws and regulations may be adopted with respect to the Internet, covering
issues such as user privacy, pricing, and characteristics and quality of
products and services. Furthermore, the growth and development of the market for
Internet commerce may prompt calls for more stringent consumer protection laws
that may impose additional burdens on those companies conducting business over
the Internet. The adoption of any additional laws or regulations may decrease
the growth of the Internet, which, in turn, could decrease the demand for our
Internet services and increase our cost of doing business or otherwise have an
adverse effect on our business, results of operations and financial condition.
Moreover, the applicability to the Internet of existing laws in various
jurisdictions governing issues, such as sales tax, libel and personal privacy is
uncertain and may take years to resolve. In addition, as our service is
available over the Internet in multiple states and as we sell to numerous
residents in various states, such jurisdictions may claim that we are required
to qualify to do business as a foreign corporation in each such state or foreign
country. Our failure to qualify as a foreign corporation in a jurisdiction
where it is required to do so could subject us to taxes and penalties for the
failure to qualify. Any such existing or new legislation or regulation,
including state sales tax, or the application of laws or regulations from
jurisdictions whose laws do not currently apply to our business, could have a
material adverse effect on our business, results of operations and financial
condition.
Research and Development in the last two fiscal years.
As of the date of this registration statement, no amount has been spent on
research and development.
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Costs and effects of compliance with environmental laws.
We are currently unaware of any environmental regulation to which we are
subject, other than those, which may be applicable to businesses generally.
Consequently, we have not spent any funds on compliance with environmental laws.
Number of total employees and number of full time employees.
We currently have __________ employee, who works for the Company on a part-time
basis. There are no employment or collective bargaining agreements in place.
We do not anticipate hiring additional employees during the next twelve months.
Item 2. Plan of Operation.
We are currently unable to satisfy our cash requirements without the financial
support of our management. We anticipate that we will meet our cash
requirements for the foreseeable future through financial support of our
management. In addition, we have executed a promissory note for a loan of
fifteen thousand dollars ($15,000.00) from Dan Starczewski, who is an officer
and a director of the Company. (See Item 7. Certain Relationships and Related
Transactions) Such loan is to be repaid in one lump sum payment no later than
July 6, 2000 with interest on such amount at a rate of twelve percent (12%) per
annum. Eventually, we may seek to raise additional funds. We have not yet
determined if or how we plan to obtain these additional funds.
We plan to develop our operations over the next year. Consequently, we may
encounter research and development expenses over the next twelve months. We
expect these expenses to stem primarily from development of our website. We do
not expect to purchase or sell any significant equipment or make any significant
changes in the number of employees over the next twelve months.
Item 3. Description of Property.
Our offices are located at 932 Burke St., Winston-Salem NC 27101. We occupy
this office space without charge.
_________________________________________________________________ We feel that
this space is adequate for our needs at this time and that office space will
likely be available at commercially reasonable terms, should we need additional
space.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information concerning the ownership of
our common stock as of the date of this registration statement with respect to:
(a) each person known to us to be the beneficial owner of more than five percent
of our common stock, (b) all directors and executive officers individually and
as a group. The notes accompanying the information in the table below are
necessary for a complete understanding of the figures provided below.
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Security Ownership of Certain Beneficial Owners
Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of Class
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Common Starr Consulting, Inc. 274,800 shares direct %
932 Burke St.
Winston-Salem, NC 27101
Common JVO Consulting, Inc. 200,000 shares direct
1020 Brookstone Ave.
Winston-Salem, NC 27101
Common Network Marketing 158,400 shares direct
Resources, Inc.
7410 SW Oleson Rd. #325
Portland, OR 97223
Common Tracie Poland 158,400 shares direct
10135 Peakview Ave.
Englewood, CA
Common Corrina Pollak 158,000 shares direct
226 S. Pitt St.
Carlisle, PA 17013
Security Ownership of Management.
Title of Name & Address of Amount & Nature Percent
Class Beneficial Owner of Ownership of Ownership
- --------------------------------- -------------------------- ---------------------- ---------------------
Common Starr Consulting, Inc. (1) 274,800 shares direct 28.94%
932 Burke St.
Winston-Salem, NC 27101
TOTAL 274,800 shares 28.94%
<FN>
(1) Dan Starczewski is an officer and director the Company and, Starr Consulting, Inc.
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Changes in Control.
There are currently no arrangements, which may result in a change of control of
the Company.
Item 5. Directors and Executive Officers, Promoters and Control Persons.
Officers and Directors.
The following chart sets forth information on our officers and directors:
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Name Age Title(s) Date Elected/Appointed
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Dan Starczewski. . . . 53 President, Secretary June 30, 1999
Treasurer and Director
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Rick Hanna . . . . . . 47 Vice President December 8, 1999
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Our Bylaws require that we have a minimum of one director. Directors are
elected at our annual meeting to be held on the 14nd day of June. Directors
shall serve until their successors are duly elected or appointed. A vacancy on
the Board of Directors may be filled by a majority vote of the remaining
directors.
Our Bylaws provide for a minimum of the following officers: President, Treasurer
and Secretary. These officers are to be elected by the Board of Directors at
the first Board meeting following the annual meeting. The Board may appoint
other officers at any time, and the Board may fill any vacancies.
Dan Starczewski
In February1975 established and currently still active "in a partnership,
Professional Business Service, an accounting firm in Winston-Salem N.C. March
1970 to December 1974 Sun Finance as a branch manager. In January 1995, he
became President of Creative Gaming Consultants, Inc. and in January 1996, he
became President of Starr Consulting, Inc. Dan Starczewski graduated May 1964
from Nathan B. Forest High School and attended St. John's River Jr. College in
Palatka, FL. He served four years in United States Air Force Honorable
discharge in March 1970
Ricki Hanna.
From July 1992 to the present, E.R.A. Realty has employed Mr. Hanna. Since
1995, Mr. Hanna has worked as an Associate Broker. Prior to his current
position, he was a Sales Agent for the same company. Mr. Hanna attended two
years of college in Liberal Arts programs at Fulton Montgomery Community College
and University of Colorado.
Identify Significant Employees.
As of the date of this registration statement, we have no persons, not mentioned
above, who are expected to make a significant contribution to our business.
Family Relationships.
As of the date of this registration statement, there are no family relationships
between our promoters, executive officers, control persons, directors or persons
nominated for such positions.
Involvement in Certain Legal Proceedings.
As of the date of this registration statement, we have had no events, to the
best of our knowledge, that occurred during the past five years, including
bankruptcies, criminal convictions or proceedings, court orders or judgments,
that are material to an evaluation of the ability or integrity of any director,
executive officer, promoter, control person or any person nominated for such
position.
Item 6. Executive Compensation.
No executive compensation has been paid to the officers or directors since
inception.
<PAGE>
Item 7. Certain Relationships and Related Transactions.
On June 25, 1996, we issued 6,870 restricted shares of our common stock to Starr
Consulting, Inc. Such shares were issued in reliance on the exemption from
registration provided in Section 4(2) of the Securities Act for a non-public
transaction by the issuer.
We have executed a promissory note with Dan Starczewski, pursuant to which we
must repay $15,000.00 no later than July 6, 2000. Our shareholder (See Security
Ownership of Certain Beneficial Owners), Dan Starczewski, is an officer and
director of Starr Consulting, Inc. Such loan is to be repaid in one lump sum
payment with interest on such amount at a rate of twelve percent (12%) per
annum. Other than the aforementioned, there have been no transactions during
the last two years, or proposed transactions, to which we were or are a party,
in which any of our directors, executive officers, nominees for such positions,
security holders or the families of such people had a material interest. We are
not a subsidiary of any other company. Other than the aforementioned, we have
not entered and do not plan to enter into any transactions with our promoters.
Item 28. Description of Securities.
Common Stock.
In General. We are authorized to issue 50,000,000 shares of common stock with a
par value of $0.001 each, of which have1,000,000 common shares outstanding as of
January 20, 2000. All of the issued and outstanding common stock is fully paid
and non-assessable.
Voting. Each share of our common stock entitles the holder thereof to one vote
per share in the election of directors and in all other matters upon which
stockholders are entitled to vote. The holders of shares of common stock do not
have cumulative voting rights, which means that the holders of more than 50% of
the outstanding shares voting for the election of directors can elect all of the
directors to be elected, if they so choose. In such event, the holders of the
remaining shares will not be able to elect any of our directors. As of the date
of this registration statement, Dan Starczewski is the beneficial owner of
274,800 voting shares or approximately 28.94% of our outstanding voting stock.
As such, our current management may be able to elect all of the Directors of the
Company.
Dividends. Each share of common stock entitles the holder thereof to receive
cash dividends as the Board of Directors may declare from funds legally
available therefor. However, we have not declared any dividends to date and do
not intend to declare any dividend on our common stock in the foreseeable
future.
Rights. There are no preemptive rights with respect to the common stock. Upon
liquidation, dissolution or winding up of the affairs of the Company, and after
payment of creditors, the assets legally available for distribution will be
divided ratably on a share-for-share basis among the holders of the outstanding
shares of common stock.
Preferred Stock.
We are not authorized to issue any preferred stock at this time.
<PAGE>
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.
Market information.
Our common stock is not traded on any exchange. We plan to seek listing on the
NASDAQ Over the Counter Bulletin Board ("OTCBB"), once this registration
statement has cleared all comments of the SEC, if ever.
Holders.
As of January 20, 2000, there were approximately 33 holders of record of our
1,000,000 shares of common stock outstanding. Of these shares, 633,200 are
restricted securities within the meaning of Rule 144(a)(3) promulgated under the
Securities Act of 1933, as amended, because such shares were issued and sold by
the Company in private transactions not involving a public offering.
No prediction can be made as to the effect, if any, that future sales of shares
of common stock or the availability of common stock for future sale will have on
the market price of the common stock prevailing from time-to-time. Sales of
substantial amounts of common stock on the public market could adversely affect
the prevailing market price of the common stock.
Dividends.
We have not paid a cash dividend on our common stock in the past two years. The
payment of dividends may be made at the discretion of our Board of Directors and
will depend upon, among other things, our operations, our capital requirements
and our overall financial condition. As of the date of this registration
statement, we have no intention to declare dividends.
Item 2. Legal Proceedings.
We are currently unaware of any pending legal proceeding or any proceeding
contemplated by a governmental authority in which we may be involved.
Item 3. Changes in and Disagreements with Accountants.
Our current accountant, Jones, Jensen and Company of Salt Lake City, Utah, has
audited the statements included herein. We have not had any changes in or
disagreements with our accountants.
Item 4. Recent Sales of Unregistered Securities.
On _______________, 1996, we issued 5,000 restricted shares of our common stock
to JVO Consulting, Inc., for services rendered to the Company. Such shares were
issued in reliance on the exemption from registration provided in Section 4(2)
of the Securities Act for a non-public transaction by the issuer.
<PAGE>
On August 29, 1997, we issued 3,960 restricted shares of our common stock to
Network Marketing Resources, Inc., for services rendered to the Company. Such
shares were issued in reliance on the exemption from registration provided in
Section 4(2) of the Securities Act for a non-public transaction by the issuer.
On August 29, 1997, we issued 7,910 restricted shares of our common stock to two
friends of our principals as gifts. Such shares were issued in reliance on the
exemption from registration provided in Section 4(2) of the Securities Act for a
non-public transaction by the issuer.
On December 14, 1997, we issued 50,400 restricted shares of our common stock to
twenty-eight friends of our principals as gifts. Such shares were issued in
reliance on the exemption from registration provided in Section 4(2) of the
Securities Act for a non-public transaction by the issuer.
On August 19, 1999, we enacted a 40:1 forward split of all the Corporation's
issued and outstanding stock.
Item 5. Indemnification of Directors and Officers.
We shall indemnify to the fullest extent permitted by, and in the manner
permissible under the laws of the State of Nevada, any person made, or
threatened to be made, a party to an action or proceeding, whether criminal,
civil, administrative or investigative, by reason of the fact that he is or was
a director or officer, or served any other enterprise as director, officer or
employee at our request. The Board of Directors, in its discretion, shall have
the power on our behalf to indemnify any person, other than a director or
officer, made a party to any action, suit or proceeding by reason of the fact
that he/she is or was an employee.
Section 78.7502 of the Nevada Revised Statutes ("NRS") provides that Nevada
corporations may limit, through indemnification, the personal liability of their
directors or officers in actions, claims or proceedings brought against such
person by reason of that person's current or former status as an officer or
director of the corporation. We may indemnify our directors or officers if the
person acted in good faith and in a manner the person reasonably believed was,
at least, not opposed to the best interests of the corporation. In the event of
a criminal action or proceeding, indemnification is not available if the person
had reasonable cause to believe their action was unlawful.
Further, in an action brought by us or in our right, if the person, after
exhaustion of all appeals, is found to be liable to us, or if the person makes
payment to us in settlement of the action, indemnification is available only to
the extent a court of competent jurisdiction determines the person is fairly and
reasonably entitled to indemnification. Such discretionary indemnification is
available only as authorized on a case-by-case basis by: (1) the stockholders;
(2) a majority of a quorum of the Board of Directors consisting of members of
the Board who were not parties to the action, suit or proceeding; (3) if a
majority of a quorum of the Board of Directors consisting of members of the
board who were not parties to the action, suit or proceeding so orders, by
independent legal counsel in a written opinion; or (4) if a quorum of the Board
of Directors consisting of members of the Board who were not parties to the
action cannot be obtained, by independent legal counsel in a written opinion.
<PAGE>
To the extent that our director or officer is successful in defending against an
action, suit or proceeding brought against that person as a result of their
current or former status as an officer or director, we must indemnify the person
against all expenses actually and reasonably incurred by the person in
connection with their defense. Nevada law also allows Nevada corporations to
advance expenses of officers and directors incurred in defending a civil or
criminal action as they are incurred, upon receipt of an undertaking by or on
behalf of the director or officer to repay such expenses if it is ultimately
determined by a court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the corporation because such officer or
director did not act in good faith and in a manner reasonably believed to be in
or not opposed to the best interests of the corporation.
Section 78.751 of the NRS provides that any indemnification provided for by NRS
78.7502 (by court order or otherwise) shall not be deemed exclusive of any other
rights to which the indemnified party may be entitled and that the scope of
indemnification shall continue as to directors or officers who have ceased to
hold such positions and to their heirs, executors and administrators.
Section 78.752 of the NRS allows corporations to provide insurance, or other
financial arrangements such as a program of self-insurance, for their directors
or officers. Such insurance may provide coverage for any liability asserted
against the person and liability and expenses incurred by the person in their
capacity as a director or officer or arising out of their status as such,
whether or not the corporation has the authority to indemnify the person against
such liability and expenses. However, no financial arrangement made under
Section 78.752 may provide protection for a person adjudged by a court of
competent jurisdiction, after exhaustion of all appeals therefrom, to be liable
for intentional misconduct, fraud or a knowing violation of law, except with
respect to the advancement of expenses or indemnification ordered by a court.
Our By-laws provide for the indemnification of its directors and officers to the
maximum extent provided by law. It is the position of the SEC and certain state
securities administrators that any attempt to limit the liability of persons
controlling an issuer under the federal securities laws or state securities laws
is contrary to public policy and therefore unenforceable.
<PAGE>
T.C.B. ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AUGUST 31, 1999 AND DECEMBER 31, 1998
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C O N T E N T S
<S> <C>
Independent Auditors' Report . . . . . . . . . . . . . . . . F-3
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . F-4
Statements of Operations . . . . . . . . . . . . . . . . . . F-5
Statements of Stockholders' Equity (Deficit) . . . . . . . . F-6
Statements of Cash Flows . . . . . . . . . . . . . . . . . . F-7
Notes to the Financial Statements. . . . . . . . . . . . . . F-8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Board of Directors and Stockholders
T.C.B. Enterprises, Inc.
(A Development Stage Company)
Las Vegas, Nevada
We have audited the accompanying balance sheets of T.C.B. Enterprises, Inc. (a
development stage company) as of August 31, 1999 and December 31, 1998 and the
related statements of operations, stockholders' equity (deficit) and cash flows
for the eight months ended August 31, 1999 and for the years ended December 31,
1998 and 1997 and from inception on June 14, 1996 through August 31, 1999.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of T.C.B. Enterprises, Inc. (a
development stage company) as of August 31, 1999 and December 31, 1998 and the
results of its operations and its cash flows for the eight months ended August
31, 1999 and for the years ended December 31, 1998 and 1997 and from inception
on June 14, 1996 through August 31, 1999 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 to the
financial statements, the Company is a development stage company which raises
substantial doubt about its ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 2.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
November 1, 1999
F-3
<PAGE>
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T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Balance Sheets
ASSETS
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August 31, December 31,
1999 1998
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CURRENT ASSETS
Cash $ 10,270 $ -
Prepaid expenses 750 -
----------- -------------
Total Current Assets 11,020 -
----------- -------------
TOTAL ASSETS $ 11,020 $ -
=========== =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable $ - $ -
Interest payable - related party 184 -
Note payable - related party (Note 3) 11,500 -
----------- -------------
Total Current Liabilities 11,684 -
----------- -------------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock: $0.005 par value, 50,000,000
shares authorized; 1,000,000 shares issued and
outstanding 5,000 5,000
Capital in excess of par (4,645) (4,645)
Deficit accumulated during the development stage (1,019) (355)
----------- -------------
Total Stockholders' Equity (Deficit) (664) -
----------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT) $11,020 $ -
=========== =============
</TABLE>
The accompanying notes are an intergral part of these financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Statements of Operations
From
For the For the Inception on
Eight Months Years Ended June 14,
Ended December 31, 1996 Through
August 31, ---------------------- August 31,
1999 1998 1997 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
REVENUE $ - $ - $ - $ -
------- ------- ------- --------
OPERATING EXPENSE
General and administrative
expenses 664 85 85 1,019
------- ------- ------- --------
Total Operating
Expenses 664 85 85 1,019
------- ------- ------- --------
Loss from Operations (664) (85) (85) (1,019)
------- ------- ------- --------
NET LOSS $ (664) $ (85) $ (85) $(1,019)
======== ======= ======= ========
BASIC LOSS PER SHARE $(0.00) $(0.00) $(0.00)
======= ======= =======
</TABLE>
The accompanying notes are an intergral part of these financial statements.
F-5
<PAGE>
<TABLE>
<CAPTION>
T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
Deficit
Accumulated
Common Stock During the
-------------------- Capital in Development
Shares Amount Excess of Par Stage
---------- -------- --------------- -----------
<S> <C> <C> <C> <C>
Balance at inception on June 14, 1996 - $ - $ - $ -
Founders shares issued at $0.00 per
share 474,800 2,374 (2,374) -
Expenses paid by shareholder - - 185 -
Net loss for the year ended
December 31, 1996 - - - (185)
--------- ------ -------- ----------
Balance, December 31, 1996 474,800 2,374 (2,189) (185)
Additional founders shares issued at
$0.00 per share 525,200 2,626 (2,626) -
Expenses paid by shareholder - - 85 -
Net loss for the year ended
December 31, 1997 - - - (85)
--------- ------ -------- --------
Balance, December 31, 1997 1,000,000 5,000 (4,730) (270)
Expenses paid by shareholder - - 85 -
Net loss for the year ended
December 31, 1998 - - - (85)
--------- ------ -------- --------
Balance, December 31, 1998 1,000,000 5,000 (4,645) (355)
Net loss for the eight months ended
August 31, 1999 - - - (664)
--------- ------ -------- --------
Balance, August 31, 1999 1,000,000 $5,000 $(4,645) $(1,019)
========= ====== ======== ========
The accompanying notes are an intergral part of these financial statements.
</TABLE>
F-6
<PAGE>
<TABLE>
<CAPTION>
T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Statements of Cash Flows
From
For the For the Inception on
Eight Months Years Ended June 14,
Ended December 31, 1996 Through
August 31, ---------------------- August 31,
1999 1998 1997 1999
------- ------- ------- --------
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES
Net (loss) $ (664) $ (85) $ (85) $(1,019)
Changes in operating asset and
and liability accounts:
(Increase) in prepaid expenses (750) - - (750)
Increase in accrued liabilities 184 - - 184
-------- ------ ------ --------
Net Cash Used in Operating
Activities (1,230) (85) (85) (1,585)
-------- ------ ------ --------
CASH FLOWS FROM INVESTING
ACTIVITIES - - - -
-------- ------ ------ --------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from note payable
- related party 11,500 - - 11,500
Contribution of capital - 85 85 355
-------- ------ ------ --------
Net Cash Provided by Financing
Activities 11,500 85 85 11,855
-------- ------ ------ --------
NET INCREASE (DECREASE) IN
CASH 10,270 - - 10,270
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
-------- ------ ------ --------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $10,270 $ - $ - $10,270
======== ====== ====== ========
CASH PAID FOR:
Interest $ - $ - $ - $ -
Income taxes $ - $ - $ - $ -
</TABLE>
The accompanying notes are an intergral part of these financial statements.
F-7
<PAGE>
T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 1999 and December 31, 1998
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The Company was organized under the laws of the State of Nevada on
June 14, 1996. The purpose of the corporation is to engage in any
lawful activity.
Currently, the Company is seeking new business opportunities
believed to hold a potential profit or to merge with an existing
company.
b. Accounting Method
The Company's financial statement are prepared using the accrual
method of accounting. The Company has adopted a December 31 year
end.
c. Basic Loss Per Share
The computations of basic loss per share of common stock are based
on weighted average number of shares issued and outstanding at the
date of the financial statements.
d. Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at
the date of the financial statement and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
e. Cash Equivalents
The Company considers all highly liquid investments with a maturity
of three months or less when purchased to be cash equivalents.
f. Provision for Taxes
At August 31, 1999, the Company had net operating loss carryforwards
of approximately $5,200 that may be offset against future taxable
income through 2014. No tax benefit has been reported in the
financial statements, because the potential tax benefits of the net
operating loss carryforwards are offset by a valuation allowance of
the same amounts.
F-8
<PAGE>
T.C.B. ENTERPRISES, INC.
(A Development Stage Company)
Notes to the Financial Statements
August 31, 1999 and December 31, 1998
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash or other material assets, nor does it
have an established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going concern. It
is the intent of the Company to seek a merger with an existing,
operating company. In the interim, shareholders of the Company have
committed to meeting its minimal operating expenses.
NOTE 3 - NOTE PAYABLE - RELATED PARTY
As of August 31, 1999, the Company had a note payable due to a
related party in amount of $11,500. This note is unsecured and
bears interest at the rate of 12% per annum. The principle amount,
along with the accrued interest, is due on July 6, 2000.
NOTE 4 - FORWARD STOCK SPLIT
On August 19, 1999, the Board of Directors of the Company approved
a 40-for-1 forward stock split while retaining the authorized shares
at 50,000,000 and retaining the par value at $0.005. This change
has been applied to the financial statements on a retroactive basis
back to inception
F-9
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
EXHBIT # ITEM PAGE
<C> <S> <C>
3.1 Articles of Incorporation
3.2 Bylaws
4 Share Certificate
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
T.C.B. Enterprises, Inc.
/S/ Dan Starczewski
---------------------------------
By: Dan Starczewski, President
Date:___________________
<PAGE>
FILED
in the office of the
Secretary of State of the
STATE OF NEVADA
JUN 14, 1996
Articles of Incorporation
-------------------------
of
--
T.C.B. ENTERPRISES, INC.
------------------------
FIRST The name of the corporation is:
T.C.B. ENTERPRISES, INC.
SECOND: Its principle office in the State of Nevada is Located at 251
Jeanell Dr. Suite 3, Carson City, NV 89703, although this Corporation June
maintain an office, or offices, in such other place within or without the state
of Nevada as June from time to time be designated by the Board of Directors, or
by the by-laws of said Corporation, and that this Corporation June conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THIRD: The objects for which this Corporation is formed are: To engage
in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as June be conferred
upon corporations by any existing law.
(B) June at any time exercise such rights, privileges and powers, when not
inconsistent with the purposes and objects for which this corporation is
organized
(C) Shall have power to have succession by its corporate name for the
period limited in its certificate or articles of incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate
and to mortgage or lease any such real and personal estate with its franchises.
The power to hold real and personal estate shall include the power to take the
same devise or bequest in the State of Nevada, or any other state, territory or
country.
<PAGE>
(G) Shall have power to appoint such officers and agents as the affairs of
the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make by-laws not inconsistent with the
constitution of the United States, or of the State of Nevada, for the
management, regulation and government of its affairs and property, the transfer
of its stock, the transaction of its business, and the calling and holding of
meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or
dissolved.
(J) Shall have power to adopt and use a common seal or stamp by the
corporation on any corporate documents is not necessary. The corporation may
use a seal or stamp, if it desires, but such non-use shall not in any way affect
the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for
the transaction of its business, or for the exercise of its corporate rights,
privileges or franchises, or for any other lawful purpose of its incorporation;
to issue bonds, promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable upon the happening or a
specified event or events, whether secured by mortgage, pledge, or otherwise, or
unsecured, for money borrowed, or in payment for property purchased, or
acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer,
mortgage, pledge or otherwise dispose of the shares of the capital stock, or any
bonds, securities or evidences of the indebtedness created by, any other
corporation or corporations of the State of Nevada, or any other state or
government, and while owners of such stock, bonds, securities or evidences of
indebtedness, to exercise all the rights, powers and privileges of ownership,
including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefore its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
bold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the states, territories, possessions and dependencies of
the United States, the District of Columbia, and any foreign countries.
(0) Shall have power to do all, and everything necessary and proper for
the accomplishment of the objects enumerated in its certificate or articles of
incorporation, or any amendment thereof, or necessary or incidental to the
<PAGE>
protection and benefit of the corporation, and, in general, to carry on any
lawful business necessary or incidental to the attainment of the objects of the
corporation, or any amendment thereof.
(P) Shall have the power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have the power to enter into partnerships, general or limited,
or joint ventures, in connection with any lawful activities.
FOURTH. That the voting common stock authorized may be issued by the
corporation is TWENTY FIVE THOUSAND (25,000) shares of stock without nominal or
par value and no other class of stock shall be authorized. Said shares without
nominal or par value may be issued by the corporation from time to time, for
such considerations a may be fixed from time to time by the Board of Directors.
FIFTH. The governing body of the corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the By-Laws of this
Corporation, providing that the number of directors shall be reduced to no less
than one (1). The name and post office address of the first board of Directors
shall be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89703
SIXTH. The capital stock, after the amount of the subscription price,
or par value has been paid in, shall not be subject to assessment to pay the
debts of the corporation.
SEVENTH. The name and post office address& of the incorporator(s)
signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Michael D. Taylor 251 Jeanell Dr. Suite 3
Carson City, NV 89701
<PAGE>
EIGHTH. The resident agent for this corporation shall be;
CORPORATE ADVISORY SERVICE, INC.
The address of said agent, and, the principle or statutory address of this
corporation in the State of Nevada is.
251 Jeanell Dr. Suite 3
Carson City, NV 89703
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this corporation.
By resolution passed by a majority of the whole Board, to consist of
one (1) or more committees, each committee to consist of one or more directors
of the corporation, which, to the extent provided in the resolution, or in the
By-Laws of the Corporation, shall hove and may exercise the powers of the Board
of Directors in the management of the business and affairs of the Corporation
Such committee, or committees, shall have such name, or names, as may be stated
in the By-Laws of the Corporation, or as may be determined from time to time by
resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders
holding stock entitling them to exercise at least a majority of the voting power
given at a Stockholders meeting called for the purpose, or when authorized by
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
<PAGE>
ELEVENTH. No shareholder shall be entitled as a matter of right to
subscribe for, or receive additional shares of any class of stock of the
Corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as is in its discretion it shall
deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally
liable to the Corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer involving any act of omission of any
such director or officer; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (i) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
the law, or (ii) the payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of this Article by the
stockholders of the Corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the Corporation for acts or omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter,
change, in any manner now or hereafter prescribed by statute, or by the Articles
of Incorporation, and all tights conferred upon Stockholders herein are granted
subject to this reservation.
<PAGE>
I, THE UNDERSIGNED), being the Incorporator Herein before named for
the purpose of forming a Corporation pursuant to the General Corporation Law of
the State of Nevada. do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein are true, and accordingly have
hereunto set my band this 29th day of May, 1996.
/S/ Michael D. Taylor
----------------------
Michael D. Taylor
STATE OF NEVADA |
| SS.
CARSON CITY |
On this 29th day of May, 1996, in Carson City, Nevada, before me, the
undersigned, a Notary Public in and for Carson City, State of Nevada, personally
appeared:
Michael D. Taylor
Known to be the person whose name is subscribed to the foregoing document and
acknowledged to me that he executed the same,
/S/ BETHANY JANE GRAESER
- ---------------------------
Notary Public
**************************************
* BETHANY JANE GRAESER *
* Notary Public NEVADA *
* Appt Recorded IN CARSON CITY *
* My Appt Exp. July 21, 1998 *
**************************************
Corporate Advisory Service, Inc. does hereby accept as Resident Agent for the
previously named Corporation.
Corporate Advisory Service, Inc.
/S/ Michael D. Taylor 5-29-96
- ------------------------ -------
Michael D. Taylor Date
<PAGE>
FILED
in the office of the
Secretary of State of the
STATE OF NEVADA
AUG 30, 1999
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR PROFIT NEVADA CORPORATIONS
(Pursuant to NRS 78.385 and 75.300 - After Issuance of Stock)
1. Name of corporation: T.C.B. ENTERPRISES, INC.
--------------------------
2. The articles have been amended as follows: Fourth Article: That the
-------------------------
voting common stock authorized that maybe issued by the corporation shall be
- --------------------------------------------------------------------------------
increased to FIFTY MILLION (5O,OOO,OOO) shares of stock at a par value of $.0005
- --------------------------------------------------------------------------------
and no other class of stock shall be authorized.
- --------------------------------------------------------
3. 2/3 majority vote as set forth in Article Ten of the corporation's
--------------------------------------------------------------------
Article of Incorporation.
--------------------------
/S/ Emiliano Lakota
---------------------
Emiliano Lakota, Vice-President & Secretary
State of Oregon )
) SS.
)
This instrument was acknowledged before me on Aug 17, 1999), by Emiliano Lakota,
-------
Vice President & Secretary of T.C.B. who appeared before me in person.
/S/ CHERYL WRIGHT
- -------------------
Notary Public
**************************************
* CHERYL WRIGHT *
* Notary Public NEVADA *
* Appt Recorded IN CARSON CITY *
* My Appt Exp. MAR 01, 2002 *
**************************************
My Commission expires: 3/1/02
------
<PAGE>
T.C.B. ENTERPRISES INC.
BY-LAWS
ARTICLE I MEETINGS OF STOCKHOLDERS
- ---------- --------------------------
1. Stockholders' meetings shall be held in the office of the Corporation,
at Carson City, NV, or at such other place or places as the directors shall from
time to time determine.
2. The annual meeting of the Stockholders of this Corporation shall be
held at 11 A.M., on the 14th. Day of June of each year beginning in 1997, at
which time there shall be elected by the Stockholders of the Corporation a Board
of Directors for the ensuing year, and the Stockholders shall transact such
other business as shall properly come before them.
3. A notice setting out the time and place of such annual meeting shall be
mailed postage prepaid to each of the Stockholders of record, at his address and
as the same appears on the stock book of the company, or if no such address
appears, at his last known place of business, at least ten (10) days prior to
the annual meeting.
4. If a quorum is not present at the annual meeting, the Stockholders
present, in person or by proxy, may adjourn to such future time as shall be
agreed upon by them, and notice of such adjournment shall be mailed, postage
prepaid, to each Stockholder of record at least ten (10) days before such date
to which the meeting was adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such adjournment need be
given.
5. Special meetings of the Stockholders may be called at any time by the
President; by all of the Directors provided there are no more than three, or if
more than three, by any three Directors; or by the holder of a majority share of
the capital stock of the Corporation. The Secretary shall send a notice of such
called meeting to each Stockholder of record at least ten (10) days before such
meeting, and such notice shall state the time and place of the meeting, and the
object thereof. No business shall be transacted at a special meeting except as
stated in the notice to the Stockholders, unless
<PAGE>
by unanimous consent of all the Stockholders present, either in person or by
proxy, all such stock being represented at the meeting.
6. A majority of the stock issued and outstanding, either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of the Stockholders.
7. Each Stockholder shall be entitled to one vote for each share of stock
in his own name on the hooks of the company, whether represented in person or by
proxy.
8. All proxies shall be in writing and signed.
9. The following order of business shall be observed at all meetings of
the Stockholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the minutes of the previous
meeting,
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
ARTICLE II STOCK
- ----------- -----
1. Certificates of stock shall be in a form adopted by the Board of
Directors and shall be signed by the President and Secretary of the Corporation.
2. All certificates shall be consecutively numbered; the name of the
person owning the shares represented thereby, with the number of shares and the
date of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement thereon shall be
surrendered by cancellation and new certificates issued to the purchaser or
assignee.
2
<PAGE>
ARTICLE III DIRECTORS
- ------------ ---------
1. A Board of Directors, consisting of at least one (1) person shall be
chosen annually by the Stockholders at their meeting to manage the affairs of
the company. The Directors' term of office shall be one year, and Directors may
be re-ejected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death, resignation or
other causes shall be filled by the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be held at 1 P.M., on
the 14th. of June of each year beginning in 1997 at the office of the company
at Carson City, NV, or at such other time or place as the Board of Directors
shall by resolution appoint; special meetings may be called by the President or
any Director giving ten (10) days notice to each Director. Special meetings may
also be called by execution of the appropriate waiver of notice and call when
executed by a majority of the Directors of the company. A majority of the
Directors shall constitute a quorum.
4. The Directors have the general management and control of the business
and affairs of the company and shall exercise all the powers that may be
exercised or performed by the Corporation, under the statutes, the Articles of
incorporation, and the By-Laws. Such management will he by equal vote of each
member of the Board of Directors with each board member having an equal vote.
5. A resolution, in writing, signed by all or a majority of the members of
the Board of Directors, shall constitute action by the Board of Directors to
effect therein expressed, with the same force and effect as though such
resolution has been passed at a duly convened meeting; and it shall be the duty
of the Secretary to record every such resolution in the Minute Book of the
Corporation under its proper date.
3
<PAGE>
ARTICLE IV OFFICERS
- ----------- --------
1. The officers of this company shall consist of: a President, one or more
Vice President(s), Secretary, Treasurer, Resident Agent, and such other officers
as shall, from time to time, be elected or appointed by the Board of Directors.
2. The PRESIDENT shall preside at all meetings of the Directors and the
Stockholders and shall have general charge and control over the affairs of the
Corporation subject to the Board of Directors. He shall sign or countersign all
certificates, contracts and other instruments of the Corporation as authorized
by the Board of Directors and shall perform all such other duties as are
incident to his office or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of the President during
the absence or disability of the President and shall have such powers and such
duties as may be assigned to him from time to time by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings as required by the
By-Laws, shall keep a record of the minutes of the proceedings of the meetings
of the Stockholders and Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as are incident to his
office, or properly required of him by the Board of Directors. He shall be
responsible that the corporation complies with Section 78.105 of the Nevada
Corporation laws and supplies to the Nevada Resident Agent or Registered Office
in Nevada, and main Lain, any and all amendments or changes to the By-Laws of
the Corporation. In compliance with Section 78.105, he will also supply to the
Nevada Resident Agent or registered Office in Nevada, and maintain, a current
statement setting out the name of the custodian of the stock ledger or duplicate
stock ledger, and the present and complete Post Office address, including Street
and number, if any, where such stock ledger or duplicate stock ledger specified
in the section is kept.
5. The TREASURER shall have the custody of all monies and securities of
the Corporation and shall keep regular books of account. He
4
<PAGE>
shall disburse the funds of the Corporation in payment of the just demands
against the Corporation, or as may be ordered by the Board of Directors, making
proper vouchers for such disbursements and shall render to the Board of
Directors, from time to time, as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the Corporation. He
shall perform all duties incident to his office or which are properly required
of him by the Board of Directors.
6. The RESIDENT AGENT shall he in charge of the Corporation's registered
office in the State of Nevada, upon whom process against the Corporation may be
served and shall perform all duties required of him by statute.
7. The salaries of all offices shall be fixed by the Board of Directors
and may be changed from time to time by a majority vote of the board.
8. Each such officer shall serve for a term of one (1) year or until their
successors are chosen and qualified. Officers may be re-elected or appointed
for successive annual terms.
9. The Board of Directors may appoint such other officers and agents, as
it shall deem necessary or expedient, who shall hold their offices for such
terms and shall exercise such powers and perform such duties as shall be
determined from time to time by the Board of Directors.
ARTICLE V INDEMNIFICATION OF OFFICERS AND DIRECTORS
- ---------- ---------------------------------------------
1. The Corporation shall indemnify any and all of its Directors and
Officers, and its former Directors and Officers, or any person who may have
served at the Corporations request as a Director or Officer of another
Corporation in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and necessarily incurred by them in
connection with the defense of any action, suit or proceeding in which they, or
any of them, are made parties, or a party, by reason of being or having been
Director(s) or Officer(s) of the Corporation, or of such other Corporation,
except, in relation to matters as to which any such director or officer or
former Director or Officer or person shall be adjudged in such action, suit or
proceeding to be liable for negligence or misconduct in the
5
<PAGE>
performance of duty. Such indemnification shall not be deemed exclusive of any
other rights to which those indemnified may be entitled, under By-Law,
agreement, vote of Stockholders or otherwise.
ARTICLE VI AMENDMENTS
- ----------- ----------
1. Any of these By-Laws may be amended by a majority vote of the
Stockholders at any meeting or at any special meeting called for that purpose.
2. The Board of Directors may amend the By-Laws or adopt additional
By-Laws, but shall not alter or repeal any By-Law adopted by the Stockholders of
the company.
********************************************************************************
CERTIFIED TO BE THE BY-LAWS OF:
T.C.B. ENTERPRISES INC.
BY: /S/ -
-------------------------------------
Secretary
6
<PAGE>
- --------------------------------------------------------------------------------
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
- --------------------------------------------------------------------------------
NUMBER SHARES
------ ------
--------------------------
T.C.B. ENTERPRISES INC.
--------------------------
TOTAL AUTHORIZED ISSUE
25,000 SHARES WITHOUT PAR VALUE
COMMON STOCK
This is to Certify that _____________________________________ is the owner
of ______________________________ fully paid and non-assessable shares of the
above Corporation transferable only on the books of the Corporation by the
holder hereof in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.
Witness, the seal of the Corporation and the signatures of its duly authorized
officers.
Date
SEAL
__________________ __________________
SECRETARY PRESIDENT
- --------------------------------------------------------------------------------
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 8-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> AUG-31-1999
<CASH> 10270
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 11020
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 11020
<CURRENT-LIABILITIES> 11684
<BONDS> 0
0
0
<COMMON> 5000
<OTHER-SE> (5664)
<TOTAL-LIABILITY-AND-EQUITY> 11020
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 664
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (664)
<INCOME-TAX> 0
<INCOME-CONTINUING> (664)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (664)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
