U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
RUSSIAN-IMPORTS.COM, INC.
(Name of Small Business Issuer in its charter)
California 91-2021602
- ------------------------------------------ --------------------------
(State or other jurisdiction of I.R.S. Employer
incorporation or organization) Identification No.
827 State Street, Suite 26
Santa Barbara, CA 93101
---------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code 805-899-1299
-------------
Securities to be registered under Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each such class is to be registered
None N/A
------------------- -----------------------------------
Common Stock, $.001 par value
-----------------------------
(Title of class)
Item 1. DESCRIPTION OF BUSINESS
BUSINESS DEVELOPMENT
The Company was organized on February 1, 2000, and is in the process of
commencing operations, but has not generated any revenue and is still a
development stage corporation. The Company is engaged in the business of
selling imported Russian lacquer boxes, Russian crystal and Matroshka dolls
from its e commerce web site on the Internet. There can be no assurance that
the Company's common stock will ever develop a market.
IN GENERAL - THE COMPANY
The Company's plan of operations is to be the number one seller of Russian
lacquer boxes on the Internet. The Company will also sell Russian Matroshka
dolls and quality hand made crystal imported from Russia. Lacquer boxes in
the United States carry a premium price. The company can import hand painted
lacquer boxes from Russia at a fraction of the wholesale cost in the U.S.
The Company plans to sell lacquer boxes, Matroshka dolls and Russian crystal
at the lowest prices of any wholesaler or retailer on the Internet. To do
this, the Company will seek to establish an aggressive marketing plan both
on the Internet and conventionally.
Government approval is not necessary for the Company's business, and
government regulations have no or only a negligible effect on their
respective businesses.
The Company has not booked any significant research and development costs
and therefor do not expect to pass any of those costs to customers. And has
no product development or research and development costs.
The Company's mailing address is 827 State Street, Suite 26, Santa Barbara,
CA 93101. The telephone number of its principal executive office is (805)
899-1299.
THE INDUSTRY
The Internet industry is a young industry, but one of the fastest growing
industries in the country. Management believes that with the proper
marketing campaign, the Company's e commerce site can develop into the most
popular site on the Internet to purchase Russian lacquer boxes and other
imports. The Company will avoid customer service problems by offering a
money back if not satisfied guarantee, and providing free expedient shipping
of product.
MARKETING
The Company os developing an Internet web site with full e commerce
capabilities, which offers the company's products for sale to the Internet
consumer. In addition, the Company will promote its web site and its
products by conventional advertising and marketing. With the proceeds of
this offering, the Company plans to hire a sales force and offer
"multi-level marketing" incentives for sales.
To help achieve its sales goals, the Company plans to implement an
aggressive online marketing campaign. The objective will be to name
awareness for the Company in the online community and to continually acquire
new visitors to its Web site. One of the best ways to attract this target
audience is to achieve high visibility in the places where prospective
customers are likely to be browsing. The Company's online campaign will
target sites that generate high traffic from Internet users who fit the
Company's customer profile. In order to create this market presence and
increase customer awareness, the Company intends to promote its Web site on
the most effective search engines, directories and promotional sites the
Internet offers. However, the Company has not yet developed its Web site,
and there can be no assurance that it will implement these programs. The
programs to establish visibility and increase traffic to the web site
include directory submissions to make sure the company is listed in the top
five listings on the major search engines such as Yahoo, America Online,
Excite, Infoseek, HotBot, AltaVista, and Lycos, when a potential visitor
types in key words related to software sales. Of course, there can be no
assurance that the Company can obtain such a status, but it will continually
update its submissions to search engines to keep them current and will
update its site weekly. The Company will review its site data to optimize
its listing. Once the site data has been perfected, the Company's site will
be submitted to the top 75 search engines and promotional sites.
While listing a Web site with the search engines and promotional sites is a
high priority for the foundation of the Company's Internet program, targeted
links with sites of similar interest is another powerful method of obtaining
visitors that are interested in the Company's site. The Company will search
for sites of similar interest where it is likely to find its target audience
to place targeted links. These links will increase targeted traffic to the
Company's Web site.
The Company intends to design a professional banner and place it with
various sites on a "reciprocal" basis, at no charge to the Company. The
Company also plans to purchase online ad banners on highly trafficked Web
sites that appeal to the Company's target audience. The Company will work
with a nationally recognized media buying firm to research the sites that
are regularly visited by prospective customers in order to design and to
execute an online advertising campaign on a cost-per-lead or similar direct
response basis.
Online communities such as Mailing Lists, Newsgroups, and Online Service
Forums tend to be very successful in driving traffic to sites as Internet
surfers use these communities to get advice from their peers. The Company
will work with a firm to seed messages about its offerings in the various
online communities that are visited by its target audience. Companies
specializing in Community Discussion Seeding include Word of Net Promotions,
Web promote and Agency.
Targeted e-mail announcements with information about the Company's products
and services will be sent to individuals who have expressed an interest in
receiving information within targeted categories. These individuals have
voluntarily signed up to receive these e-mail messages about specific topics
and are more likely to read them. Response rates are expected to average
between 5% to 10%. These efforts will results in Company Web site visits by
these individuals because they have an interest in the Company's products
and services and can click-through Hyperlinks created in the Company's
e-mail announcement. Each e-mail message will contain a header that
specifies that the e-mail was sent to the recipient because they had
subscribed to a particular service.
The Company expects to maintain a clean corporate image by practicing
"etiquette" when sending e-mail messages. In order to differentiate between
e-mail messages that are voluntarily requested and true "spamming" from
unwelcome sources, the Company plans to only send targeted e mail to those
individuals who have voluntarily requested to receive such announcements,
and always give the participants the option to remove themselves from the e
mail lists.
The Company intends to announce its products and services on the Web in
press releases. Favorable articles or editorial pieces about the Company's
Web site can generate tremendous visibility and opportunity to sell its
products and services. The Company will e-mail its press releases to
targeted publications selected from a database of over 30,000 media
resources. Press releases can be distributed within 72 hours.
THE PRODUCTS
Russian Lacquer Boxes
The Company offers a selection of hand painted paper mache and wood Russian
lacquer boxes in different sizes and colors. These are the same kinds of
lacquer boxes that sell in the United States for $1,000 and up, and the
Company's cost on each box is an average $25. The boxes are hand crafted and
painted, with the traditional red inside, and the craftsman's name is
subscribed to the outside of each box.
Matroshka Dolls
These world famous dolls are hand crafted and painted wooden dolls, which
hold inside of them, up to seven different dolls. To separate the dolls,
simply open the outside doll and you will find a doll inside. Keep opening
until all of the dolls are uncovered.
Russian Crystal
The Company offers a wide variety of hand etched russian crystal, including
vases, decanters, wine and cocktail glasses.
PATENTS
The Company holds no patents for its products. The Company is the registered
owner of the Internet domain names, www.russianimports.com.
GOVERNMENT REGULATION
Government approval is not necessary for the Company's business, and
government regulations have no effect or a negligible effect on its
business. The Company does have to pay duties on the products it imports.
EMPLOYEES
The Company presently employs two employees, both management, who each
devote their part time efforts to the company.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
PLAN OF OPERATIONS-IN GENERAL
The Company's plan of operations is to be the number one seller of russian
lacquer boxes on the Internet. The Company has financed its operations to
date through sales of its equity securities. See "Recent Sales of
Securities." The Company will also sell Russian Matroshka dolls and quality
hand made crystal imported from Russia. Lacquer boxes in the United States
carry a premium price. The company can import hand painted lacquer boxes
from Russia at a fraction of the wholesale cost in the U.S. The Company
plans to sell lacquer boxes, Matroshka dolls and Russian crystal at the
lowest prices of any wholesaler or retailer of Russian lacquer boxes and
other imports on the Internet. To do this, the Company will seek to
establish an aggressive marketing plan both on the Internet and conventionally.
During the next twelve months, the Company plans to satisfy its cash
requirements by additional equity financing. There can be no assurance that
the company will be successful in raising additional equity financing, and,
thus, be able to satisfy its cash requirements, which primarily consist of
legal and accounting fees at the present time. If the company is not able to
raise equity capital, and it presently has no cash with which to satisfy any
future cash requirements. The company will need a minimum of $50,000 to
satisfy its cash requirements for the next 12 months. The company will not
be able to operate if it does not obtain equity financing. The Company has
no current material commitments. The Company depends upon capital to be
derived from future financing activities such as subsequent offerings of its
stock. There can be no assurance that the Company will be successful in
raising the capital it requires. The company does not anticipate any further
research and development of any products, nor does it expect to incur any
research and development costs. The company does not expect the purchase or
sale of plant or any significant equipment, and it does not anticipate any
change in the number of its employees. The Company has no current material
commitments. The Company has generated no revenue since its inception.
The Company is still considered to be a development stage company, with no
significant revenue, and is dependent upon the raising of capital through
placement of its common stock. There can be no assurance that the Company
will be successful in raising the capital it requires through the sale of
its common stock.
FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements. The Company's
expectation of results and other forward-looking statements contained in this
registration statement involve a number of risks and uncertainties. Among the
factors that could cause actual results to differ materially from those
expected are the following: business conditions and general economic
conditions;
competitive factors, such as pricing and marketing efforts; and the pace and
success of product research and development. These and other factors may cause
expectations to differ.
YEAR 2000 COMPLIANCE
With respect to Year 2000 compliance, the Company has performed an audit of all
of its computer hardware, internal accounting and software applications; in
short, all of its information technology and non information technology
systems, and found all to be Year 2000 compliant. As of this date, the Company
has been given assurances from its banking institution and transfer agent that
they are working toward compliance or are in compliance. The Company has
completed an audit of its vendors and suppliers to identify relevant Year 2000
issues, and has found them all to be Year 2000 compliant. The status of the
company's progress is that it has completed all that it must do in order to be
considered Year 2000 compliant. The worst case scenario would be the risk that
the company's transfer agent may have not complied adequately. However, the
transfer agent has assured the Company that it is Year 2000 compliant. The
Company had nominal costs in becoming compliant, consisting of employee labor
and no actual costs to any third parties. The Company does not anticipate any
additional remediation costs, as it is already Year 2000 compliant.
DESCRIPTION OF PROPERTY
The Company rents professional offices at no charge from its attorney,
Kenneth G. Eade, on a month to month basis, pursuant to an oral agreement.
The Company owns the domain name, www.russian-imports.com. The Company has a
small inventory of Russian lacquer boxes, matroshka dolls and russian
crystal. It has no other property.
Item 4. SECURITIES OWNERSHIP OF MANAGEMENT AND CONTROLLING PERSONS
The following table sets forth certain information regarding the beneficial
ownership of the shares of Common Stock of the Company as of the date of this
disclosure(1), by (I) each person who is known by the Company to be the
beneficial owner of more than five percent (5%) of the issued and outstanding
shares of common stock, (ii) each of the Company's directors and executive
officers, and (iii) all directors and executive officers as a group.
Name and Address Number of Shares Percentage Owned
- ---------------- ---------------- ----------------
Agata Gotova(2) 1,610,000 82.56%
827 State Street
Santa Barbara, CA 93101
Richard Tearle 100,000 5%
1216 State Street #305
Santa Barbara, CA 93101
Officers and Directors
as a Group 1,610,000 82.56%
------------
(1) Table is based on current outstanding shares of 1,800,000.
(2) Agata Gotova is the wife of the Company's attorney, Kenneth G. Eade.
Each disclaims beneficial ownership in the shares of the other.
Item 5. EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of the Company serve until the next
annual
meeting of stockholders, or until their successors have been elected. The
officers serve at the pleasure of the Board of Directors.
The current executive officers, key employees and directors of the Company
are as follows:
Name Age Position
- ------------ --- --------
Agata Gotova 28 President, Secretary, Director, Treasurer
Agata Gotova. Ms. Gotova is the current President, Secretary, Chief
Financial Officer and Director of the Company. She is also the President and
Director of Russian -caviar.com, and FirsTelevision.com. She is also the
Secretary of Cinecam Corporation. For the past five years, she has been
engaged in the import and export business, specializing in trade with Russia
and the former Soviet Republics. For a period of four years prior to 1997,
Ms. Gotova resided and did business in Paris, France. She speaks French,
English and Russian fluently. Ms. Gotova was educated at the University,
Minister of International Affairs, Moscow, and Sorbonne University, Paris.
Item 6. EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation paid by the
Company to its Chief Executive Officer and all other executive officers for
services rendered. No salaries are being paid at the present time, and will
not be paid unless and until there is available cash flow from operations to
pay salaries. There were
no grants of options or SAR grants given to any executive officers during the
last fiscal year.
Annual Compensation
-------------------
Name and Position Salary Bonus Annual Deferred Salary
Agata Gotova
President, Secretary,
Director, Treasurer 0 0 0
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's sole promoter is Agata Gotova. The Company rents its offices
from its attorney, Kenneth G. Eade, on a month to month basis at no cost to
the company.
In connection with organizing the Company, on February 1, 2000, Agata Gotova
was issued 1,610,000 shares of restricted common stock in exchange for
services, the business plan of the Company, and the Company's web site and
domain names, pursuant to Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Ms. Gotova may be deemed to be promoters of the
Company. No other persons are known to Management that would be deemed to be
promoters.
On February 1, 2000, in exchange for web site development services rendered
to the Company's web sites, the Company issued 100,000 shares of its common
stock under Rule 701 promulgated by the Securities and Exchange Commission
to a non-sophisticated investor with full access to all corporate information.
On February 1, 2000, the Company issued 90,000 shares of its common stock to
Kenneth G. Eade, counsel to the Company and the husband of its President,
Agata Gotova, under Rule 701 promulgated by the Securities and Exchange
Commission in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had access to all corporate information.
Item 8. LEGAL PROCEEDINGS
There are no pending legal proceedings to which the Company is a party or to
which the property interests of the Company is subject.
Item 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company's common stock is not listed or quoted at the present time, and
there is no present public market for the Company's common stock. The
Company has obtained a market maker and who intends to file a form 211 with
the National Association of Securities Dealers to quote the Company's
securities on the NASD OTC Bulletin Board, but there can be no assurance
that the Company's stock will be quoted on the NASD OTC Bulletin Board. The
filing of the Form 211 is contingent upon this form 10 becoming effective
with no pending comments by the S.E.C.
The Company has not paid any cash dividends since its inception and does not
contemplate paying any in the foreseeable future. It is anticipated that
earnings, if any, will be retained for the operation of the Company's business.
PENNY STOCK STATUS
If and when it creates a market for its common stock, the Company's common
stock is a "penny stock," as the term is defined by Rule 3a51-1 of the
Securities Exchange Act of 1934. This makes it subject to reporting,
disclosure and other rules imposed on broker-dealers by the Securities and
Exchange Commission requiring brokers and dealers to do the following in
connection with transactions in penny stocks:
1. Prior to the transaction, to approve the person's account for
transactions in penny stocks by obtaining information from the person regarding
his or her financial situation, investment experience and objectives, to
reasonably determine based on that information that transactions in penny
stocks are suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or his or her
independent advisor reasonably may be expected to be capable of evaluating the
risks of transactions in penny stocks. In addition, the broker or dealer must
deliver to the person a written statement setting forth the basis for the
determination and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless the broker or
dealer has received, prior to the transaction, a written agreement from the
person. Further, the broker or dealer must receive a manually signed and dated
written agreement from the person in order to effectuate any transactions is a
penny stock.
2. Prior to the transaction, the broker or dealer must disclose to the
customer the inside bid quotation for the penny stock and, if there is no
inside bid quotation or inside offer quotation, he or she must disclose the
offer price for the security transacted for a customer on a principal basis
unless exempt from doing so under the rules.
3. Prior to the transaction, the broker or dealer must disclose the
aggregate amount of compensation received or to be received by the broker or
dealer in connection with the transaction, and the aggregate amount of cash
compensation received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or ministerial.
4. The broker or dealer who has effected sales of penny stock to a
customer, unless exempted by the rules, is required to send to the customer a
written statement containing the identity and number of shares or units of each
such security and the estimated market value of the security. The imposition
of these reporting and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny stocks on
behalf of customers. Brokers or dealers may be discouraged from dealing in
penny stocks, due to the additional time, responsibility involved, and, as a
result, this may have a deleterious effect on the market for the company's
stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common Stock is
American Registrar & Transfer Co., 342 E. 900 South, P.O. Box 1798, Salt
Lake City, Utah 84110.
Item 10. RECENT SALES OF UNREGISTERED SECURITIES
In connection with organizing the Company, on February 1, 2000, Agata Gotova
was issued 1,610,000 shares of restricted common stock in exchange for
services, the business plan of the Company, and the Company's web site and
domain names, pursuant to Section 4(2) of the Securities Act of 1933, to
sophisticated persons (officers and directors) having superior access to all
corporate and financial information. Under Rule 405 promulgated under the
Securities Act of 1933, Ms. Gotova may be deemed to be promoters of the
Company. No other persons are known to Management that would be deemed to be
promoters.
On February 1, 2000, in exchange for web site development services rendered
to the Company's web sites, the Company issued 100,000 shares of its common
stock under Rule 701 promulgated by the Securities and Exchange Commission
to a non-sophisticated investor with full access to all corporate information.
On February 1, 2000, the Company issued 90,000 shares of its common stock to
Kenneth G. Eade, counsel to the Company and the husband of its President,
Agata Gotova, under Rule 701 promulgated by the Securities and Exchange
Commission in exchange for legal services rendered. Mr. Eade is a
sophisticated investor who had access to all corporate information.
Item 11. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company is authorized to issue 25,000,000 Shares, all of which are
Common Stock at a par value of $.001. The presently outstanding shares of
Common Stock are fully paid and non- assessable. There are currently
outstanding 1,800,000 Shares of Common Stock. Holders of shares of Common
Stock are entitled to one vote per share on all matters submitted to a vote
of the shareholders. Shares of Common Stock do not have cumulative voting
rights, which means that the holders of the majority of the shareholder
votes eligible to vote and voting for the election of the Board of Directors
can elect all members of the Board of Directors. Holders of shares of Common
Stock are entitled to one vote per share on all matters to be voted upon by
the stockholders generally. The approval of proposals submitted to
stockholders at a meeting other than for the election of directors requires
the favorable vote of a majority of the shares voting, except in the case of
certain fundamental matters (such as certain amendments to the Articles of
Incorporation, and certain mergers and reorganizations), in which cases
Nevada law and the Company's Bylaws require the favorable vote of at least a
majority of all outstanding shares.
Stockholders are entitled to receive such dividends as may be declared from
time to time by the Board of Directors out of funds legally available therefor,
and in the event of liquidation, dissolution or winding up of the Company to
share ratably in all assets remaining after payment of liabilities. The holders
of shares of Common Stock have no preemptive, conversion, subscription or
cumulative voting rights.
Under current California law, a shareholder is afforded dissenters' rights
which, if properly exercised, may require the Company to purchase his or her
shares. Dissenters' rights commonly arise in extraordinary transactions such as
mergers, consolidations, reorganizations, substantial asset sales, liquidating
distributions, and certain amendments to the Company's certificate of
incorporation.
Item 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
317 of the California Corporations Code, as amended, provides for the
indemnification of the Company's officers, directors, employees and agents
under certain circumstances, for any threatened, pending or completed action
or proceeding, whether civil, criminal, administrative or investigative; and
"expenses" includes without limitation attorneys' fees and any expenses,
against expenses, judgments, fines, settlements, and other amounts actually
and reasonably incurred in connection with the proceeding if that person
acted in good faith and in a manner the person reasonably believed to be in
the best interests of the corporation and, in the case of a criminal
proceeding, had no reasonable cause to believe the conduct of the person was
unlawful.
The Company's Certificate of Incorporation provides that the directors of the
Company shall be protected from personal liability to the fullest extent
permitted by law. The Company's By-laws also contain a provision for the
indemnification of the Company's directors.
Item 13. FINANCIAL STATEMENTS
Report of Independent Certified Public Accountant dated December 17, 1999
Financial Statements
Balance Sheets
Statement of Loss and Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Financial Statements
[CAPTION]
ROGER G. CASTRO
Certified Public Accountant
REPORT OF INDEPENDENT AUDITOR
Russian-Imports.Com
(A Development Stage Company)
I have audited the accompanying balance sheets of Russian-Imports.com
(a development stage company) as of February 29, 2000, and
the related statements of operations, stockholders' equity, and cash flows for
the month ended February 29, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
I 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 my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Russian-Imports.com, Inc. (a development stage company) as of February 29,
2000, and
the results of its operations and its cash flows for the month ended
February 29, 1999 in conformity with generally accepted accounting principles.
ROGER G. CASTRO
___________________
Roger G. Castro
Certified Public Accountants
Oxnard, California
March 1, 2000
[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
February 29, 2000
---------------------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 1,950,000 shares at February 29,
2000 .................................. 1,950
Paid-In Capital .................................. --
Retained Deficit ................................. (1,950)
-------
Total Stockholders' Equity .................... --
-------
Total Liabilities and
Stockholders' Equity ........................ $ --
=======
[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
Cumulative
since
inception
For the month ended of
February 29, 2000 Development
----------------- Stage
----------
Revenues: .................................. $-- $ --
General and Administrative Expenses: ........ 1,950 1,950
----- -----
Net Loss .............................. $(1,950) $( 1,950)
----- -----
Loss per share ............................. $-- $ --
===== =====
[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE MONTH ENDED FEBRUARY 29, 2000
<TABLE>
Common Stock Additional
Number of Shares Amount Paid in Retained
Capital (Deficit) Total
----------------- ------ ------- --------- -----
<S> <C> <C> <C> <C> <C>
Common Stocks issued 1,950,000 $1,950 $ - - $ 1,950
Net loss for 2/29/2000 1,950,000 $1,950 $ - - $(1,950)
--------- ------- ------- --------- -----
</TABLE>
[CAPTION]
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
<TABLE>
Cumulative
Since
Inception
For the month ended of
February 29, 2000 Development
------------------- Stage
-----
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Operating Activities
Net Loss ............................................ $(1,950) $(1,950)
Increase (Decrease) in Accounts Payable ............. (1,950) (1,950)
----- -----
Net Cash Used provided by operating activities . ... (1,950) (1,950)
----- -----
CASH FLOWS FROM FINANCING
ACTIVITIES:
Common stocks issued 1,950 1,950
----- -----
Net Cash Provided by
Financing Activities .............................. 1,950 1,950
----- -----
Cash and Cash Equivalents
at Beginning of Period ............................ -- --
----- -----
Cash and Cash Equivalents
at End of Period .................................. $ -- $ --
===== =====
<CAPTION>
RUSSIAN-IMPORTS.COM
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD ENDED February 29, 2000
NOTE 1. DESCRIPTION OF THE BUSINESS
The Company was incorporated under the laws of the state of California on
February 1, 2000. The purpose for which the Corporation is organized is to
engage in any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of California
including, without limitation, to provide sales of russian lacquer boxes and
other imports on the Internet.
The Company has been in the development stage since its formation on
February 1, 2000. Planned principal operations have only recently commenced
since then, but the company has not generated any significant revenue.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customers.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash equivalents.
The Company currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average
number
of shares outstanding at the dates of the financial statements. Fully Diluted
Earnings Per Shares shall be shown on stock options and other convertible
issues that may be exercised within ten years of the financial statement dates.
E. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Item 14. EXHIBITS, FINANCIAL STATEMENTS
14(a) Report of Independent Certified Public Accountant December 17, 1999
Financial Statements
Balance Sheets
Statement of Loss And Accumulated Deficit
Statements of Stockholder's Equity
Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Reports on Form 8-K: Not Applicable
(c) Exhibits
Exhibit No. D E S C R I P T I O N
----------- ---------------------
3(a) Articles of Incorporation RUSSIAN-IMPORTS.com, Inc.
3(b) By-laws RUSSIAN-IMPORTS.com, Inc.
4(a) Specimen certificate of common stock
10 Other Documents - Not applicable
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, there unto duly authorized.
RUSSIAN-IMPORTS.com, Inc.
AGATA GOTOVA
_____________________________________
Agata Gotova, President and Director
Date: March 20, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
AGATA GOTOVA
_____________________________________
Agata Gotova
President, Secretary,
Treasurer and Director
Date: March 20, 2000
<CAPTION>
Exhibit 3(a)
ARTICLES OF INCORPORATION
OF RUSSIAN-IMPORTS.COM
2185870
ENDORSED-FILED
IN THE OFFICE OF THE
SECRETARY OF STATE
OF THE STATE OF CALIFORNIA
February 1, 2000
BILL JONES, SECRETARY OF STATE
FIRST: The name of the corporation is:RUSSIAN CAVIAR.COM.
SECOND: The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General
Corporation Law of California other than the banking business, the trust
company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.
THIRD: The name and address in the State of California of this corporation's
initial agent for service of process is:
KENNETH G. EADE, 827 State Street, Suite 26, Santa Barbara, California 93101.
FOURTH: The liability of the directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under
California law.
FIFTH: This corporation is authorized to issue only one class of shares of
stock, all common; and the total number of shares which this corporation is
authorized to issue is 100 Million (100,000,000).
I hereby declare that I am the person who executed the foregoing Articles of
Incorporation which execution is my own act and deed.
Executed January 25, 2000 at Santa Barbara, California.
KENNETH G. EADE
__________________________
KENNETH G. EADE
EXHIBIT 3(b)
<SEQUENCE>
[DESCRIPTION]BY-LAWS OF RUSSIAN-IMPORTS.Com
ARTICLE I - OFFICES
Section 1. The registered office of the corporation in the State of Delaware
shall be at Registered Agents, Ltd. 1220 North Market Street Suite 606,
Wilmington, Delaware, 19801.
Section 2. The Corporation may also have offices at such other places as
the Board of Directors may from time to time appoint or the business of the
corporation may require.
ARTICLE II SEAL
Section 1. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its organization and the words "Corporate Seal,
Delaware".
ARTICLE III STOCKHOLDERS' MEETINGS
Section 1. Meetings of the stockholders shall be held at the registered
office of the corporation in this state or at such place, either within or
without the state, as may be selected from time to tome by the Board of
Directors.
Section 2. ANNUAL MEETINGS: The annual meeting of the stockholders shall be
held on the 1st day of May in each year if not a legal holiday, and if a
legal holiday, then on the next secular day following at 2:00 o'clock P. M.,
when they shall elect a Board of Directors and transact such other business
as may properly be brought before the meeting. If the annual meeting for
election of directors is not held on the date designated therefore, the
directors shall cause the meeting to be held as soon thereafter as convenient.
Section 3. ELECTIONS OF DIRECTORS: Elections of the directors of the
corporation be by written ballot.
Section 4. SPECIAL MEETINGS: Special meetings of the stock-holders may be
called at any time by the President, or the Board of Directors, or
stockholders entitled to cast at least one-fifth of the votes which all
stockholders are entitled to cast at the particular meeting. At any time,
upon written request of any person or persons who have duly called a special
meeting,, it shall be the duty of the Secretary to fix the date of the
meeting, to be held not more than sixty days after receipt of the request,
and
to give due notice thereof. If the Secretary shall neglect or refuse to fix
the date of the meeting and give notice thereof, the person or persons
calling the meeting may do so.
Business transacted at all special meetings shall be confined to the
objects stated in the call and matters germane thereto, unless all
stockholders entitled to vote are present and consent.
Written notice of a special meeting of stockholders stating the time and
place and object thereof, shall be given to each stockholder entitled to vote
thereat at least Ten days before such meeting, unless a greater period of
notice is required by statute in a particular case.
Section 5. QUORUM: A majority of the outstanding shares of the corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of stockholders. If less than a majority of the outstanding
shares entitled to vote is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further
notice. At such adjourned meeting at which a quorum shall be present or
represented, any business may be transacted which might have been transacted
at the meeting as originally noticed. The stockholders present at a duly
organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 6. PROXIES: Each stockholder entitled to vote at a meeting of
stockholders or to express consent or dissent to corporate action in writing
without a meeting may authorize another person or persons to act for him by
proxy, but no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period.
A duly executed proxy shall be irrevocable if it states that it is
irrevocable and if , and only as long as, it is coupled with and interest
sufficient in law to support an irrevocable power. A proxy may be made
irrevocable regardless of whether the interest with which it is coupled is an
interest in the stock itself or an interest in the corporation generally. All
proxies shall be filed with the Secretary of the meeting before being voted
upon.
Section 7. NOTICE OF MEETINGS: Whenever stockholders are required or
permitted to take any action at a meeting, a written notice of the meeting
shall be given which shall state the place, date and hour of the meeting,
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called.
Unless otherwise provided by law, written notice of any meeting shall be
given not less than ten nor more than sixty days before the date of the
meeting to each stockholder entitled to vote at such meeting.
Section 8. CONSENT IN LIEU OF MEETINGS: Any action required to be taken at
any annual or special meeting or stockholders of a corporation, or any action
which may be taken at any annual or special meeting of such stockholders, may
be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at
which all share entitled to vote thereon were present and voted. Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.
Section 9. LIST OF STOCKHOLDERS: The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address
of each stockholder and the number of shares registered in the name of each
stockholder. No share of stock upon which any installment is due and unpaid
shall be voted at any meeting. The list shall be open to examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or, if not so specified, at the place
where the meeting is to be held. The list shall also be produced and kept at
the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.
ARTICLE IV - DIRECTORS
Section 1. The business and affairs of this corporation shall be managed
by its Board of Directors, Three in number. The directors need not be
residents of this state or stockholders in the corporation. They shall be
elected by the stockholders at the annual meeting of stockholders of the
corporation, and each director shall be elected for the term of one year,
and
until his successor shall be elected and shall qualify or until his earlier
resignation or removal.
Section 2. REGULAR MEETINGS: Regular meetings of the Board shall be held
without notice at the registered office of the corporation, or at such other
time and place as shall be determined by the Board.
Section 3. SPECIAL MEETINGS: Special Meetings of the Board may be called by
the
President on Ten days notice to each director, either personally or by mail
or by telegram; special meetings shall be called by the President or
Secretary in like manner and on like notice on the written request of a
majority of the directors in office.
Section 4. QUORUM: A majority of the total number of directors shall
constitute a quorum for the transaction of business.
Section 5. 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 all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.
The Board of Directors may hold its meetings, and have an office or offices,
outside of this state.
Section 6. CONFERENCE TELEPHONE: One or more directors may participate in a
meeting of the Board, of a committee of the Board or of the stockholders, by
means of conference telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each other;
participation in this manner shall constitute presence in person at such
meeting.
Section 7. COMPENSATION: Directors as such, shall not receive any stated
salary for their services, but by resolution of the Board, a fixed sum and
expenses of attendance, if any, may be allowed for attendance at each regular
or special meeting of the Board PROVIDED, that nothing herein contained shall
be construed to preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
Section 8. REMOVAL: Any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors, except that when
cumulative voting is permitted, if less than the entire Board is to be
removed, no director may be removed without cause if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at
an
election of the entire Board of Directors, or, if there be classes of
directors, at an election of the class of directors of which he is a part.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall be chosen by the
directors and shall be a President, Secretary and Treasurer. The Board of
Directors may also choose a Chairman, one or more Vice Presidents and such
other officers as it shall deem necessary. Any number of offices may be held
by the same person.
Section 2. SALARIES: Salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.
Section 3. TERM OF OFFICE: The officers of the corporation shall hold
office for one year and until their successors are chosen and have
qualified.
Any officer or agent elected or appointed by the Board may be removed by the
Board of Directors whenever in its judgment the best interest of the
corporation will be served thereby.
Section 4. PRESIDENT: The President shall be the chief executive officer of
the corporation; he shall preside at all meetings of the stockholders and
directors; he shall have general and active management of the business of
the
corporation, shall see that all orders and resolutions of the Board are
carried into effect, subject, however, to the right of the directors to
delegate any specific powers, except such as may be by statute exclusively
conferred on the President, to any other officer or officers of the
corporation. He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation. He shall be EX-OFFICIO a member
of
all committees, and shall have the general power and duties of supervision
and
management usually vested in the office of President of a corporation.
Section 5. SECRETARY: The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and act as clerk thereof, and record all
the votes of the corporation and the minutes of all its transactions in a book
to be kept for that purpose, and shall perform like duties for all committees
of the Board of Directors when required. He shall give, or cause to be
given, notice of all meetings of the stockholders and of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or President , and under whose supervision he shall be. He
shall keep in safe custody the corporate seal of the corporation, and when
authorized by the Board, affix the same to any instrument requiring it.
Section 6. TREASURER: The Treasurer shall have custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, and shall keep the
moneys of the corporation in a separate account to the credit of the
corporation. He shall disburse the funds of the corporation as may be ordered
by the Board, taking proper vouchers for such disbursements, and shall render
to the President and directors, at the regular meetings of the Board, or
whenever they may require it, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
ARTICLE VI - VACANCIES
Section 1. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise, shall be filled by the Board of Directors.
Vacancies and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors
then in office, although less than a quorum, or by a sole remaining director.
If at any time, by reason of death or resignation or other cause, the
corporation should have no directors in office, then any officer or any
stockholder or an executor, administrator, trustee or guardian of a
stockholder, or other fiduciary entrusted with like responsibility for the
person or estate of a stockholder, may call a special meeting of stockholders
in accordance with the provisions of these By-Laws.
Section 2. RESIGNATION EFFECTIVE AT FUTURE DATE:
When one or more directors shall resign from the Board, effective at a
future
date, a majority of the directors then in office, including those who have
so
resigned, shall have power to fill such vacancy or vacancies, the vote
thereon
to take effect when such resignation or resignations shall become effective.
ARTICLE VII - CORPORATE RECORDS
Section 1. Any stockholder of record, in person or by attorney or other
agent, shall, upon written demand under oath stating the purpose thereof,
have the right during the usual hours for business to inspect for any proper
purpose the corporation's stock ledger, a list of it's stockholders, and its
other books and records, and to make copies or extracts therefrom. A proper
purpose shall mean a purpose reasonably related to such person's interest as
a stockholder. In every instance where an attorney or other agent shall be
the person who seeks the right to inspection, the demand under oath shall be
accompanied by a power of attorney or such other writing which authorizes the
attorney or other agent to so act on behalf of the stockholder. The demand
under oath shall be directed to the corporation at its registered office in
this state or at its principal place of business.
ARTICLE VII - STOCK CERTIFICATES, DIVIDENDS, ETC.
Section 1. The stock certificates of the corporation shall be numbered and
registered in the share ledger and transfer books of the corporation as they
are issued. They shall bear the corporate seal and shall be signed by the
President and the Secretary.
Section 2. TRANSFERS: Transfers of shares shall be made on he books of the
corporation upon surrender of the certificates therefor, endorsed by the
person named in the certificate or by attorney, lawfully constituted in
writing. No transfer shall be made which is inconsistent in law.
Section 3. LOST CERTIFICATE: The corporation may issue a new certificate of
stock in the place of any certificate theretofore signed by it, alleged to
have
been lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed, and the corporation may require the owner of
the lost, stolen or destroyed certificate, or his legal representative to
give
the corporation a bond sufficient to indemnify it against any claim that may
be made against it on account of the alleged loss, theft or destruction of
any
such certificate or the issuance of such new certificate.
Section 4. RECORD DATE: In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in
writing without a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled to exercise any
rights in respect of any change, conversion or exchange of stock or for the
purpose of any other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty days prior to any
other action.
If no record date is fixed:
(a) The record date for determining stockholders entitled to notice of or
to vote at a meeting of stockholder shall be at the close of business on the
day next preceding the day on which notice is given, or, if notice is waived,
at the close of business on the day next preceding the day on which the
meeting is held.
(b) The record date for determining stockholders entitled to express
consent to corporate action in writing without a meeting, when no prior action
by the Board of Directors is necessary, shall be the day on which the first
written consent is expressed.
(c) The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
(d) A determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of the
meeting: provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.
Section 5. DIVIDENDS: The Board of Directors may declare and pay dividends
upon the outstanding shares of the corporation, from time to time and to such
extent as they deem advisable, in the manner and upon the terms and
conditions provided by statute and the Certificate of Incorporation.
Section 6. RESERVES: Before payment of any dividend there may be set aside
out of the net profits of the corporation such sum or sums as the directors,
from time to time, in their absolute discretion, think proper as a reserve
fund to meet contingencies, or for equalizing dividends, or for repairing or
maintaining any property of the corporation, or for such other purpose as the
directors shall think conductive to the interests of the corporation, and the
directors may abolish any such reserve in the manner in which it was created.
ARTICLE IX - MISCELLANEOUS PROVISIONS
Section 1. CHECKS: All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate. Section 2. FISCAL YEAR: The fiscal
year shall begin on the first day of January.
Section 3. NOTICE: Whenever written notice is required to be given to any
person, it may be given to such person, either personally or by sending a
copy thereof through the mail, or by telegram, charges prepaid, to his
address appearing on the books of the corporation, or supplied by him to the
corporation for the purpose of notice. If the notice is sent by mail or by
telegraph, it shall be deemed to have been given to the person entitled
thereto when deposited in the United States mail or with a telegraph office
for transmission to such person. Such notice shall specify the place, day and
hour of the meeting and, in the case of a special meeting of stockholders, the
general nature of the business to be transacted.
Section 4. WAIVER OF NOTICE: Whenever any written notice is required by
statute, or by the Certificate or the By-Laws of this corporation a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent
to the giving of such notice. Except in the case of a special meeting of
stockholders, neither the business to be transacted at nor the purpose of the
meeting need be specified in the waiver of notice of such meeting. Attendance
of a person either in person or by proxy, at any meeting shall constitute a
waiver of notice of such meeting, except where a person attends a meeting for
the express purpose of objecting to the transaction of any business because
the meeting was not lawfully called or convened.
Section 5. DISALLOWED COMPENSATION: Any payment made to an officer or
employee of the corporation such as a salary, commission, bonus, interest,
rent, travel or entertainment expense incurred by him, which shall be
disallowed in whole or in part as a deductible expense by the Internal
Revenue Service, shall be reimbursed by such officer or employee to the
corporation to the full extent of such disallowance. It shall be the duty of
the directors, as a Board, to enforce payment of each such amount disallowed.
In lieu of payment by the officer or employee, subject to the determination
of the directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
Section 6. RESIGNATIONS: Any director or other officer may resign at any
time, such resignation to be in writing and to take effect from the time of
its receipt by the corporation, unless some time be fixed in the resignation
shall not be required to make it effective.
ARTICLE X - ANNUAL STATEMENT
Section 1. The President and the Board of Directors shall present at each
annual meeting a full and complete statement of the business and affairs of
the corporation for the preceding year. Such statement shall be prepared and
presented in whatever manner the Board of Directors shall deem advisable and
need not be verified by a Certified Public Accountant.
ARTICLE XI - - INDEMNIFICATION AND INSURANCE:
Section 1. (a) RIGHT TO INDEMNIFICATION. Each person who was or is made a
party or is threatened to be made a party or is involved in any action, suit
or proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer, of the Corporation of is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee or agent or in any other capacity as a
director, officer, employee or agent or in any other capacity while serving
as a director, officer, employee or agent, shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the Delaware
General Corporation Law, as the same exists or may hereafter be amended (but,
in the case of any such amendment, only to the extent that such amendment
permits the Corporation to provide broader indemnification rights than said
law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorney's fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement)
reasonable incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his or
her heirs, executors and administrators; provided, however, that, except as
provided in paragraph (b) hereof, the Corporation shall indemnify any such
person seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part thereof)
was authorized by the Board of Directors of the Corporation. The right to
indemnification conferred in this Section shall be a contract right and shall
include the right to be paid by the Corporation the expense incurred in
defending any such proceeding in advance of its final disposition: provided,
however, that, if the Delaware General Corporation Law requires, the payment
of such expenses incurred by a director or officer in his or her capacity as
a director or officer (and not in any other capacity in which service was or
is rendered by such person while a director or officer, including, without
limitation, service to an employee benefit plan) in advance of the final
disposition of a proceeding, shall be made only upon delivery to the
corporation of an undertaking, by or on behalf of such director or officer,
to repay all amounts so advanced if it shall ultimately be determined that
such director or officer is not entitled to be indemnified under this Section
or otherwise. The Corporation may, by action of it Board of Directors,
provide indemnification to employee and agents of the Corporation with the
same scope and effect as the foregoing indemnification of directors and
officers.
(b) RIGHT OF CLAIMANT TO BRING SUIT:
If a claim under paragraph (a) of this Section is not paid in full by the
Corporation within thirty days after a written claim has been received by
the
Corporation, the claimant may be at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim and , if
successful
in whole or in part, the claimant shall be entitled to be paid also the
expense of prosecuting such claim. It shall be a defense to any such action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where the
required undertaking, if any is required, has been tendered to the
Corporation) that the claimant has not met the standards of conduct which
make
it permissible under the Delaware General Corporation law for the
Corporation
to indemnify the claimant for the amount claimed, but the burden of proving
such defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or
its stockholders) to have made a determination prior to the commencement of
such action that indemnification of the claimant is proper in the
circumstances because he or she has met the applicable standard of conduct
set
forth in the Delaware General Corporation Law, nor an actual determination
by
the Corporation (including its Board of Directors, independent legal
counsel,
or its stockholders) that the claimant has not met such applicable standard
or
conduct, shall be a defense to the action or create a presumption that the
claimant has not met the applicable standard or conduct.
(c) Notwithstanding any limitation to the contrary contained in sub-
paragraphs (a) and (b) of this section, the corporation shall, to the
fullest
extent permitted by Section 145 of the General Corporation Law of the State
of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under said section from and
against any and all of the expenses, liabilities or other matter referred to
in or covered by said section, and the indemnification provided for herein
shall not be deemed exclusive of any other rights to which those indemnified
may be entitled under any By-Law, agreement, vote of stockholders or
disinterested Directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be director, officer,
employee
or agent and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(d) INSURANCE:
The Corporation may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any such expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Delaware General Corporation Law.
ARTICLE XII - AMENDMENTS
Section 1. These By-Laws may be amended or repealed by the vote of
stockholders entitled to cast at least a majority of the votes which all
stockholders are entitled to cast thereon, at any regular or special meeting
of the stockholders, duly convened after notice to the stockholders of that
purpose.
EXHIBIT 3.1(b)
<SEQUENCE>
[DESCRIPTION]BY-LAWS OF RUSSIAN-IMPORTS.COM
ARTICLE I OFFICES
Section 1. PRINCIPAL OFFICE. The principal office for the transaction of
business of the corporation shall be fixed or may be changed by approval of
a
majority of the authorized Directors, and additional offices may be
established and maintained at such other place or places as the Board of
Directors may from time to time designate.
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 DIRECTORS - MANAGEMENT
Section 1. RESPONSIBILITY OF BOARD OF DIRECTORS. Subject to the provisions
of applicable law and to any limitations in the Article of Incorporation of
the corporation relating to action required to be approved by the
Shareholders, or by the outstanding shares, the business and affairs of the
corporation shall be managed and all corporate powers shall be exercised by
or
under the direction of the Board of Directors. The Board may delegate the
management of the day-to-day operation of the business of the corporation to
an executive committee or others, provided that the business and affairs of
the corporation shall b managed and all corporate powers shall be exercised
under the ultimate direction of the Board.
Section 2. STANDARD OF CARE. Each Director shall perform the duties of a
Director, including the duties as a member of any committee of the Board
upon
which the Director may serve, in good faith, in a manner such Director
believes to be in the best interests of the corporation, and with such
scare,
including reasonable inquiry, as an ordinary prudent person in a like
position
would use under similar circumstances.
Section 3. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of
Directors shall be three (3) until changed by a duly adopted amendment to
the
Articles of Incorporation or by an amendment to this by-law adopted by the
vote or written consent of holders of a majority of the outstanding shares
entitled to vote.
Section 4. ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be
elected at each annual meeting of the Shareholders to hold office until the
next annual meeting. Each Director, including a Director elected to fill a
vacancy, shall hold office until the expiration of the term for which
elected
and until la successor has been elected and qualified.
Section 5. 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, except that a vacancy created by the removal of a
Director by the vote or written consent of the Shareholders or by court
order
may be filled only by the vote of a majority of the shares entitled to vote
represented at a duly held meeting at which a quorum is present, or by the
written consent of holders of a majority of the outstanding shares entitled
to
vote. Each Director so elected shall hold office until the next annual
meeting of the Shareholders and until a successor has been elected and
qualified.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if
the
Board of Directors by resolution declares vacant the office of a Director
who
has been declared of unsound mind by an order of court or convicted of a
felony, or if the authorized number or Directors is increased or if the
Shareholders fail, at any meeting of Shareholders at which any Director or
Directors are elected, to elect the 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, but any such
election by written consent shall require the consent or a majority of the
outstanding shares entitled to vote. Any Director may resign effective on
giving written notice to the Chairman of the Board, the President, the
Secretary, or the Board of Directors, unless the notice specifies a later
time ro that resignation to become effective. If the resignation of a
Director is effective at a future time, the Board of Directors may elect a
successor to take office when the resignation becomes effective.
No reduction of the authorized number of Directors shall have the effect of
removing any Director before that Directors' term of office expires.
Section 6. REMOVAL OF DIRECTORS. Subject to applicable law, the entire or
any individual Director may be removed from office. In such case, the
remaining Board members may elect a successor Director to fill such vacancy
for the remaining unexpired term of the Director so removed.
Section 7. NOTICE, PLACE AND MANNER OF MEETINGS. Meetings of the Board of
Directors may be called by the Chairman of the Board or the President, or
any
Vice President, or the Secretary or any two (2) Directors and shall be held
at
the principal executive office of the corporation, unless some other place
is
designated in the notion of the meeting. Members of the Board may
participate
in a meeting through use of a conference telephone or similar communications
equipment so long as all members participating in such a meeting can hear
one
another. Accurate minutes of any meeting of the Board or any committee
thereof, shall be maintained by the Secretary or other Officer designated
for
that purpose.
Section 8. ORGANIZATIONAL MEETINGS. The organization meetings of the Board
of Directors shall be held at the corporate offices, or such other place as
may be designated by the Board of Directors, as follows:
Time of Regular Meeting: 9:00 a.m.
Date of Regular Meeting: Last Friday of every month
If said day shall fall upon a holiday, such meetings shall be held on the
next succeeding business day thereafter. No notice need to given of such
regular meetings.
Section 10. SPECIAL MEETINGS - NOTICES - WAIVERS. Special meetings of the
Board may be called at any time by the President or, if he or she is absent
or
unable or refuses to act, by any Vice President or the Secretary or by any
two
(2) Directors, or by one (1) Director if only one is provided. At least
forty-eight (48) hours notice of the time and place of special meetings shall
be delivered personally to the Directors or personally communicated to them by
a corporate Officer by telephone or telegraph. If the notice is sent to a
Director by letter, it shall be addressed to him or her at his or her address
as it is shown upon the records of the corporation, or if it is not so shown
on such records or if not readily ascertainable, at the place in which the
meetings of the Directors are regularly held. In case such notice is mailed,
it shall be deposited in the United States mail, postage prepaid, in the
place in which the principal executive office of the corporation is located at
least four (4) days prior to the time of the holding of the meeting. Such
mailing, telegraphing, telephoning or delivery as above provided shall be
due, legal and personal notice to such Director. When all of the Directors
are present at any Directors' meeting, however, called or noticed, and either
(i) sign a written consent thereto on the records of such meeting, or, (ii)
if a majority or the Directors is present and if those not present sign a
waiver of notice of such meeting or a consent to holding the meeting or an
approval of the minute thereof, whether prior to or after the holding of such
meeting, which said waiver, consent or approval shall be filed with the
Secretary of the corporation, ro, (iii) if a Director attends a meeting
without notice but without protesting, prior thereto or at its commencement,
the lace of notice, then the transactions thereof are as valid as if had at a
meeting regularly called and noticed.
Section 11. DIRECTORS' ACTION BY UNANIMOUS WRITTEN CONSENT.
Any action required or permitted to be taken by the Board of Directors may
be
taken without a meeting and with the same force and effect as if taken by a
unanimous vote of Directors, if authorized by a writing sighed individually
or
collectively by all members of the Board. Such consent shall be filed with
the regular minutes of the Board.
Section 12. QUORUM. A majority of the number or Directors as fixed by the
Articles of Incorporation or By-Laws shall be necessary to constitute a
quorum
for the transaction of business, and the action of a majority of the
Directors
present at any meeting at which there is a quorum, when duly assembled, is
valid as a corporate act; provided that a minority of the Directors present
at
any meeting at which there is a quorum for the transaction of business, and
the action of a majority of the Directors present at any meeting at which
there is a quorum, when duly assembled, is valid as a corporate act;
provided
that a minority of the Directors, in the absence of a quorum, may adjourn
from
time to time, but may not transact any business. A meeting at which a quorum
is initially present may continue to transact business, notwithstanding the
withdrawal of Directors, if any action taken is approved by a majority of
the
required quorum for such meeting.
Section 13. 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 and held within twenty-four (24)
hours, but if adjourned more than twenty-four hours, notice shall be given
to
all Directors not present at the time of the adjournment.
Section 14. COMPENSATION OF DIRECTORS. Directors, as such, shall not receive
any stated salary for their services, but by resolution of the Board a fixed
sum and expense of attendance, if any, may be allowed for attendance at each
regular and special meeting of the Board; provided that nothing herein
continued shall be construed to preclude any Director from serving the
corporation in any other capacity and receiving compensation therefor.
Section 15. COMMITTEES. Committees of the Board may be appointed by
resolution passed by a majority of the whole Board. Committees shall be
composed of two (2) or more members of the Board and shall have such powers
of
the Board as may be expressly delegated to it by resolution of the Board of
Directors, except those powers expressly made non-delegable by applicable law.
Section 16. ADVISORY DIRECTORS. The Board of Directors from time to time may
elect one or more persons to be Advisory Directors who shall not by sch
appointment be members of the Board of Directors. Advisory Directors shall
be
available from time to time to perform special assignments specified by the
President, to attend meetings of the Board of Directors upon invitation and
to
furnish consultation to the Board. The period during which the title shall
be
held may be prescribed by the Board of Directors. If no period is
prescribed,
the title shall be held at the pleasure of the Board.
Section 16. RESIGNATIONS. Any Director may resign effective upon giving
written notice to the Chairman of the Board, the President, the Secretary or
the Board of Directors of the Corporation, unless the notice specifies a
later
time for the effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to take office when
the
resignation becomes effective.
ARTICLE III OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be a President, a
Secretary, and a Chief Financial Officer. 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, or one or more
Assistant Treasurers, and such other Officers as may be appointed in
accordance with the provisions of Section 3 of this Article. Any number or
offices may be held by the same person.
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 be removed or otherwise disqualified to serve or a 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 by the by-Laws or as the Board of Directors may from
time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. Subject
to the rights, if any, of any officer under any contract of employment, any
Officer may be removed, either withe cause, by the Board of Directors, at
any
regular or special meeting of the Board, or except in case of an Officer
chosen by the Board of Directors by any Officer upon whom such power of
removal may be conferred by the Board of Directors.
Any Officer may resign at any time by giving written notice to the
corporation. Any resignation shall take effect at the date of the receipt of
that notice or at any later time specified in that notice; and, unless
otherwise specified in that notice, the acceptance of the resignation shall
not be necessary to make it effective. Any resignation is without prejudice
to the rights, if any, of the corporation under any contract to which the
Officer is a party.
Section 5. VACANCIES. A vacancy in any office because death, resignation,
removal, disqualification or any other cause shall be filed in the manner
prescribed in the By-Laws for regular appointment to that office.
Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such an
officer be elected, shall, if present, preside at meetings of the Board of
Directors and exercise and perform such other powers and duties as may be
from
time to time assigned by the Board of Directors or prescribed by the
By-Laws.
If there is no President, the Chairman of the Board shall in addition by the
Chief Executive Officer of the corporation and shall have the powers and
duties prescribed in Section 7 of this Article.
Section 7. PRESIDENT/CHIEF EXECUTIVE OFFICER. 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 or she 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. The
President
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 by the By-Laws.
Section 8. VICE PRESIDENT. In the absence or disability of the President,
the Vice Presidents, if any, 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 dirties 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, ow
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 or at the office of the corporation's
transfer agent, a share register, or 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. He or she 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 by the By-Laws.
Section 10. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained in accordance with generally
accepted accounting principles, adequate and correct accounts of the
properties and business transaction s of the corporation, including accounts
of its assets, earnings (or surplus) and shares. The books of accounts shall
at all reasonable times be open to inspection by any Director.
This Officer 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 or she shall disburse the funds of the
corporation
as may be ordered by the v, shall render to the president and Directors,
whenever they request it, an account of all of his or her transactions 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 By-Laws.
ARTICLE IV SHAREHOLDERS' MEETINGS
Section 1. PLACE OF MEETINGS. All meetings of the Shareholders shall be held
at the principal executive office of the corporation unless some other
appropriate and convenient location be designated for that purpose from time
to time by the Board of Directors.
Section 2. ANNUAL MEETINGS. The annual meetings of the
Shareholders shall be held, each year, at the time and on the day following:
Time of Meeting: 10:00 a.m.
Date of Meeting: April 20th
If this day shall be a legal holiday, then the meeting shall be held on the
next succeeding business day, at the same hour. At the annual meeting, the
Shareholders shall elect a Board of Directors, consider reports of the
affairs
of the corporation and transact such other business as may be property
brought
before the meeting.
Section 3. SPECIAL MEETINGS. Special meetings of the Shareholders may be
called at any time by the Board of Directors, the Chairman of the Board, the
President, a Vice President, the Secretary, or by one or more Shareholders
holding not less than one-tenth (1/10) of the voting power of the
corporation.
Except as next provided, notice shall be given as for the annual meeting.
Upon receipt of a written request addressed to the Chairman, President, Vice
President, or Secretary, mailed or delivered personally to such Officer by
any
person (other than the Board) entitled to call a special meeting of
Shareholders, such Officer shall cause notice to be given, to the
Shareholders, entitled to vote, that a meeting will be held at a time
requested by the person or persons calling the meeting, not less than
thirty-
five (35) nor more than sixty (6) days after the receipt of such request. If
such notice is not given within twenty (2) days after receipt of such
request,
the persons calling the meeting may give notice thereof in the same manner
provided by these By-Laws.
Section 4. NOTICE OF MEETINGS - REPORTS. Notice of meetings, annual or
special, shall be given in writing not less than ten (10) nor more than
sixty
(60) days before the date of the meeting to Shareholders entitled to vote
thereat. Such notice shall be given by the Secretary or the Assistant
Secretary, or if there by no such Officer, or in the case of his or here
neglect or refusal, by any Director or Shareholders. Such Notices or any
reports shall be given personally or by mail and shall be sent to the
Shareholders's address appearing on the books of the corporation, or supplied
by him or her to the corporation for the purpose of the notice. Notice of
any meeting of Shareholders shall specify the place, the day and the hour of
meeting, and (1) in case of a special meeting, the general nature of the
business to be transacted and no other business may be transacted, or (2) in
the case of an annual meeting, those matters which Board at date of mailing
intends to present for action by the Shareholders. At any meetings where
Directors are to be elected notice shall include the names of the nominees,
if any, intended at date of notice to be presented by management for
election. If a Shareholder supplies no address, notice shall be deemed to
have been given if mailed to the place where the principal executive office
of
the corporation is situated, or published at least once in some newspaper of
general circulation in the County of said principal office. If a
Shareholder supplies no address, notice shall be deemed to have been given if
mailed to the place where the principal executive office of the corporation
is situated, or published at least once in some newspaper of general
circulation in the County of said principal office. Notice shall be deemed
given at the time it is delivered personally or deposited in the mail or sent
by other means of written communication. The Officer giving such notice or
report shall prepare and file an affidavit or declaration thereof.
When a meeting is a is adjourned for forty-five (45) days or more, notice
of the adjourned meeting shall be given as in case of an original meeting.
Save, as aforesaid, it shall not be necessary to give any notice of
adjournment or of the business to be transacted at an adjourned meeting other
than by announcement at the meeting at which said adjournment is taken.
Section 5. WAIVER OF NOTICE OR CONSENT BY ABSENT SHAREHOLDERS. The
transactions of any meeting of Shareholders, however called and notice,
shall
be valid as though had 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 shall be filed with the corporate records or
made
a part of the minutes of the meeting. Attendance shall constitute a waiver
of
notice, unless objection shall be made as provided in applicable law.
Section 6. Shareholders ACTION WITHOUT A MEETING - DIRECTORS Any action which
may be taken at a meeting of the Shareholders, may be taken
without a meeting or notice of meeting if authorized by a writing signed by
all of the Shareholders entitled to vote at a meeting for such purpose, and
filed with the Secretary of the corporation, provided, further, that while
ordinarily Directors can be elected by unanimous written consent, if the
Directors fail to fill a vacancy, then a Director to fill that vacancy may
be
elected by the written consent of persons holding a majority of shares
entitled to vote for the election of Directors.
Section 7. OTHER ACTIONS WITHOUT A MEETING. Unless otherwise provided for
under applicable law for the Articles of Incorporation, any action which may
be taken at any annual or special meeting of Shareholders may be taken
without a meeting and without prior notice, if a consent in writing, setting
forth the action so taken, signed by the holders of outstanding shares
having
not less than the minimum number of votes that would be necessary to
authorize
to take such action at a meeting at which all shares entitled to vote
thereon
were present and voted.
Unless the consents of all Shareholders entitled to vote have been solicited
in writing, (1) Notice of any Shareholder approval without a meeting by less
than unanimous written consent shall be given at least ten (10) days before
the consummation of the action authorized by such approval, and (2) Prompt
notice shall be give of the taking of any other corporate action approved by
Shareholders without a meeting be less than unanimous written consented to
each of those Shareholders entitled to vote who have not consented in
writing.
Any Shareholder giving a written consent, or the Shareholder's proxy
holders,
or a transferred of the shares of a personal representative or their
respective proxy holders, may revoke the consent by a writing received by
the
corporation prior to the time that written consents of the number or shares
required to authorize the proposed action have been filed with the Secretary
of the corporation, but may not do so thereafter. Such revocation is effective
upon its receipt by the Secretary of the corporation.
Section 8. QUORUM. The holder of a majority of the shares entitled to vote
thereat, present in person, or represented by proxy, shall constitute a
quorum at all meetings of the Shareholders for the transaction of business
except as otherwise provided by law, by the Articles of Incorporation, or by
these By-Laws. If, however such majority shall not be present or represented
at any meeting of the Shareholders, the shareholders represented at any
meeting of the Shareholders, the Shareholders entitled to vote thereat,
present in person, or by proxy, shall have the power to adjourn the meeting
from time to time, until the requisite amount of voting shares shall be
present. At such adjourned meeting at which the requisite amount of voting
shares shall be represented, any business may be transaction which might
have
been transacted at a meeting as originally notified.
If a quorum be initially present, the Shareholders may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken is approved by
a
majority of the Shareholders required to initially constitute a quorum.
Section 9. VOTING Only persons in whose names shares entitled to vote
stand on the stock records of the corporation on the day of any meeting of
Shareholders, unless some other day be fixed by the Board of Directors for
the
determination of Shareholders of record, and then on such other day, shall
be
entitled to vote at such meeting.
Provided the candidate's name has been placed in nomination prior to the
voting and one or more Shareholders has given notice at the meeting prior to
the voting of the Shareholder's intent to cumulate the Shareholder's votes,
every Shareholder entitled to vote at any election for Directors of any
corporation for profit may cumulate their votes and give one candidate a
number of notes equal to the number or Directors to be elected multiplied by
the number or votes to which his or her shares are entitled to, or
distribute
his or her votes on the same principle among as many candidates as he or she
thinks fit.
The candidates receiving the highest number or votes up to the number or
Directors to be elected are elected. The Board of Directors may fix a time
in
the future not exceeding thirty (30) days preceding the date of any meeting
of
Shareholders or 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
allotment of rights or to exercise the rights in respect to any such change,
conversion or exchange of shares. In such case only Shareholders or record
on
the date so fixed shall be entitled to notice of and to vote at such
meeting,
to receive such dividends, distribution or allotment of rights, or to
exercise
such rights, as the case may be notwithstanding any transfer of any share 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 such period.
Section 10. PROXIES. Every Shareholder entitled to vote, or to execute
consents, may do so, either in person or by written proxy, executed in
accordance with the provisions of applicable law filed with the Secretary of
the corporation.
Section 11. ORGANIZATION. The President, or in the absence of the President,
any Vice President, shall call the meeting of the Shareholders to order, and
shall act as Chairman of the meeting. In the absence of the President and all
of the Vice Presidents, Shareholders shall appoint a Chairman for such
meeting. The Secretary of the corporation shall act as Secretary of all
meetings of the Shareholders, but in the absence of the Secretary at any
meeting of the Shareholders', the presiding Officer may appoint any person to
act as Secretary of the meeting.
Section 12. INSPECTORS OF ELECTION. In advance of any meeting of Shareholders,
the Board of Directors may, if they so elect, appoint inspectors of election to
act at such meeting or any adjournment thereof. If inspectors of election be
not so appointed, or if any persons so appointed fail to appear or refuse to
act, the chairman of any such meeting may, and on the request of any
shareholder or his or her proxy shall, make such appointment at the meeting in
which case the number of inspectors shall be either one (1) or three (3) as
determined by a majority of the Shareholders represented at the meeting.
ARTICLE V CERTIFICATES AND TRANSFER OF SHARES
Section 1. CERTIFICATES FOR SHARES. Certificates for shares shall be of such
form and device as the Board of Directors may designate and shall state the
name of the record holder of the shares represented thereby; its number; date
of issuance; the number of shares for which it is issued; a statement of the
rights, privileges preferences and restriction, if any; a statement as to the
redemption or conversion, if any; a statement of liens or restrictions upon
transfer or voting, if any; if the shares be assessable or, if assessments are
collectible by personal action, a plain statement of such facts.
All certificates shall be signed in the name of the corporation by the
Chairman of the Board or Vice Chairman of the Board or the President or Vice
President and by the Chief Financial Officer or an assistant treasurer or
the
Secretary or any Assistant Secretary, certifying the number of shares and
the
class or series of shares owned by the Shareholder.
Any or all of the signatures on the certificate may be facsimile. In case
any Officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed on a certificate shall have ceased to be that
Officer, transfer agent, or registrar before that certificate is issued, it
may be issued by the corporation with the same effect as if that person were
an Officer, transfer agent, or registrar at the date of issuance.
Section 2. TRANSFER ON THE BOOKS. Upon surrender to the Secretary or
transfer agent of the corporation of a certificate for shares duly endorsed
or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section 3. LOST OR DESTROYED CERTIFICATES. Any person claiming a certificate
or stock to be lost or destroyed shall make an affidavit or affirmation of
that fact and shall, if the Directors so require, give the corporation a bond
of indemnity, in form and with one or more sureties satisfactory to the
Board, in at least double the value of the stock represented by said
certificate, whereupon a new certificate may be issued in the same tender and
for the same number of shares as the one alleged to the lost or destroyed.
Section 4. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may
appoint one or more transfer agents or transfer clerks, and one or more
registrars which shall be an incorporated balk or trust company, either
domestic or foreign, who shall be appointed at such times and places as the
requirements of the corporation may necessitate and the Board of Directors
may
designate.
Section 5. CLOSING STOCK TRANSFER BOOKS - RECORD DATE.
In order that the corporation may determine the Shareholders entitled to
notice of any meeting or to vote or entitled to receive payment of any
dividend or other distribution or allotment of any rights or entitled to
exercise any rights in respect to any other lawful action, the Board may fix,
in advance, a record date, which shall not be more than sixty (60) days prior
to any other action.
If no record date is fixed; the record date for determining Shareholders
entitled to notice of or to vote at a meeting of Shareholders shall be at
the
close of business on the business day next preceding the day on which notice
is given or if notice is waived, at the close of business on the business
day
next preceding the day on which the meeting is held. The record date for
determining Shareholders entitled to give consent to corporate action in
writing without a meeting, when no prior action by the Board is necessary,
shall be the day on which the first written consent is given.
The record date for determining Shareholders for any other purpose shall be
at the close of business on the day on which the Board adopts the resolution
relating thereto, or the sixtieth (60th) day prior to the date of such other
action, whichever is later.
ARTICLE VI RECORDS - REPORTS - INSPECTION
Section 1. RECORDS. The corporation shall maintain, in accordance with
generally accepted accounting principles, adequate and correct accounts,
books
and records of its business and properties. All of such books, records and
accounts shall be kept at its principal executive office as fixed by the
Board
of Directors from time to time.
Section 2. INSPECTION OF BOOKS AND RECORDS. All books and records shall be
open to inspection of the Directors and Shareholders from time to time and in
the manner provided under applicable law.
Section 3. CERTIFICATION AND INSPECTION OF BY-LAWS. The original or a copy
of these By-Laws, as amended or otherwise altered to date, certified by the
Secretary, shall be kept at the corporation's principal executive office and
shall be open to inspection by the Shareholders at all reasonable times
during office hours.
Section 4. CHECK, 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 shall be determined from time to time by
the
Board of Directors.
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 or execute any instrument in the name
of and on behalf of the corporation. Such authority may be general or
confined to specific instances. Unless so authorized by the Board of Directors,
no Officer, agent or employee shall have any power or authority to bind the
corporation by an contract or agreement, or to pledge its credit, or to render
it liable for any purpose or to any amount except as may be provided under
applicable law.
ARTICLE VII ANNUAL REPORTS
Section 1. REPORT TO Shareholders, DUE DATE. The Board of Directors shall
cause an annual report to be sent to the Shareholders not later than one
hundred twenty (120) days after the close of the fiscal or calendar year
adopted by the corporation. This report shall be sent at least fifteen (15)
days before the annual meeting of Shareholders to be held during the next
fiscal year and in the manner specified in Section 4 of the Article IV of
these By-Laws for giving notice to Shareholders of the corporation. The
annual report shall contain a balance sheet as of the end of the fiscal year
and an income statement and statement of changes in financial position for
the
fiscal year, accompanied by any report of independent accounts or, if there
is
no such report, the certificate of an authorized officer of the corporation
that the statements were prepared without audit from the books and records
of
the corporation.
ARTICLE VIII AMENDMENTS TO BY-LAWS
Section 1. AMENDMENT BY Shareholders. New By-Laws may be adopted or these
By-Laws may be amended or repealed by the vote or written consent of holders
of a majority of the outstanding shares entitled to vote; provided, however,
that if the Articles of Incorporation of the corporation set forth the
number
or authorized Directors of the corporation, the authorized number or
Directors
may be changed only by an amendment of the Article of Incorporation.
Section 3. POWERS OF DIRECTORS. Subject to the right or the Shareholders to
adopt, amend or repeal By-Laws, as provided in Section 1 of this Article
VIII, and the limitations, if any, under law, the Board of Directors may
adopt, amend or repeal any of these By-Laws other than a By-law or amendment
thereof changing the authorized number of Directors.
ARTICLE IX CORPORATE SEAL
Section 1. SEAL The corporate seal shall be circular in form, and shall have
inscribed thereon the name of the corporation, the date and State of
Incorporation.
ARTICLE X MISCELLANEOUS
Section 1. REPRESENTATION OF SHARES IN OTHER CORPORATIONS. Shares of other
corporations standing in the name of this corporation may be voted or
represented and all incidents thereto may be exercised on behalf of the
corporation by the Chairman of the Board, the President or any Vice
President
and the Secretary or an Assistant.
Section 2. SUBSIDIARY CORPORATIONS. Shares of this corporation owned by a
subsidiary shall not be entitled to vote on any matter. A subsidiary for
these purposes is defined as a corporation, the shares of which possessing
more than 25% of the total combined voting power of all classes of shares
entitled to vote, are owned directly or indirectly through one (1) or more
subsidiaries.
Section 3. INDEMNITY. Subject to applicable law, the corporation may
indemnify any Director, Officer, agent or employee as to those liabilities
and
on those terms and conditions as appropriate. In any event, the corporation
shall have the right to purchase and maintain insurance on behalf of any
such
persons whether or not the corporation would have the power to indemnify
such
person against the liability insured against.
Exhibit 4(a)
<SEQUENCE>4
[DESCRIPTION]SPECIMEN OF COMMON STOCK CERTIFICATE
Innovative Software Technologies, Inc.
[________]NUMBER
SHARES[________]
AUTHORIZED COMMON STOCK; 100,000,000 SHARES PAR VALUE $.001
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED
UNDER THE LAWS OF THE STATE OF CALIFORNIA COMMON STOCK CUSIP 03071S106
THIS CERTIFIES THAT
Is the RECORD HOLDER OF SHARES OF RUSSIAN-IMPORTS.Com COMMON STOCK
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY AUTHORIZED
ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND
REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.
Dated:
[SEAL OF RUSSIAN-IMPORTS.Com]
/s / AGATA GO8TOVA
President
/s/ AGATA GOTOVA
Secretary
By: Melissa Bebe
American Registrar and Transfer Company
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a savings bank)
,
or a trust company.
The following abbreviation, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - ____Custodian____
TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right
under
Uniform Gifts to Minors of survivorship and not as
Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer unto PLEASE
INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE -
- -------------------------------------- - ------------- ---------
- ---------------- ________________________________________________________
______ ___ _________ (Please print or typewrite name and address including
zip code of assignee)
________________________________________________________ ______ ___
_________ ________________________________________________________ ______
___ _________ ________________________________________________________
______ ___ _________ Shares of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and appoint
________________________________________________________ ______ ___
_________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ---------------------------------
NOTICE: The signature to this assignment must correspond with the name as
written upon the face of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
<EXHIBIT>SUBSCRIPTION AGREEMENT
RUSSIAN-IMPORTS.COM
827 State Street, Suite 26
Santa Barbara, California 93101
Gentlemen:
The undersigned has read and understands the matters set forth in your
prospectus dated March 14, 2000. The undersigned represents as set forth
below and subscribes to purchase ________Shares at $1.00 per Share, for
$_______________, subject to your acceptance of this subscription. There is
no minimum contingency and proceeds may be utilized at the issuer's
discretion. If any checks are delivered to any NASD member, the member must
promptly, by noon of the next business day, transmit all checks received to
the issuer or any person entitled thereto. The undersigned, if an
individual, is a resident of, or, if a corporation, partnership or trust,
has as its principal place of business:
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust,Print or type name of
or PartnershipSigner
__________________________________________________
State where incorporated,P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's CapacityCity, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
</TABLE>
