U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10 - SB/a
GENERAL FORM FOR REGISTRATION OF SECURITIES
FOR SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
LARSEN INTERNATIONAL INC.
(Name of Small Business Issuer in its Charter)
Colorado 84-1365550
(State or other jurisdiction of Employer ID Number
incorporation or organization)
16125 Shawbrooke Road, SW, Calgary, Alberta T2Y 3B3 Canada
(Address of Principal Executive Offices)(Zip Code)
Issuers Telephone Number: (403) 256-6730
Securities to be Registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered Each class is to be registered
Not Applicable
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of Class)
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Larsen International Inc. was incorporated under the laws of the
State of Colorado on December 11, 1996, and is in the early
developmental and promotional stages. To date Larsen
International Inc. only activities have been organizational ones,
directed at developing its business plan and raising its initial
capital. The Company has not commenced any commercial
operations. The Company has no full-time employees and owns no
real estate.
The Company business plan is to seek, investigate, and, if
warranted, acquire one or more properties or businesses, and to
pursue other related activities intended to enhance shareholder
value. The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation,
joint venture, or partnership. The Company has very limited
capital, and it is unlikely that the Company will be able to take
advantage of more than one such business opportunity.
The Company intends to seek opportunities demonstrating the
potential of long-term growth as opposed to short-term earnings.
At the present time the Company has not identified any business
opportunity that it plans to pursue, nor has the Company reached
any agreement or definitive understanding with any person
concerning an acquisition.
Larsen International Inc.'s officer and director has a number of
contacts within the field of corporate finance. As a result, he
has had preliminary contacts with representatives of numerous
companies concerning the general possibility of a merger or
acquisition by a public shell company. However, none of these
preliminary contacts or discussions involved the possibility of a
merger or acquisition transaction with the Company.
It is anticipated that Larsen International Inc.'s officer and
director will contact broker/dealers and other persons with whom
he is acquainted who are involved in corporate finance matters to
advise them of Larsen International Inc. existence and to
determine if any companies or businesses they represent have an
interest in considering a merger or acquisition with the Company.
No assurance can be given that the Company will be successful in
finding or acquiring a desirable business opportunity, given the
limited funds that are available for acquisitions, or that any
acquisition that occurs will be on terms that are favorable to
the Company or its stockholders.
Our search will be directed toward small and medium-sized
enterprises. These enterprises will have a desire to become
public corporations and are concerns that are able to satisfy
presently or in the near future, the minimum asset requirements
in order to qualify shares for trading on the NASD Bulletin Board
quotation service, NASDAQ or a stock exchange (See Investigation
and Selection of Business Opportunities). Larsen International
Inc. anticipates that the business opportunities presented to it
will:
(i) be recently organized with no operating history or
a history of losses attributable to under-
capitalization or other factors;
(ii) be experiencing financial or operating difficulties;
(iii} be in need of funds to develop a new product
or service or to expand into a new market;
(iv) be relying upon an untested product or marketing
concept; or
(v) have a combination of the characteristics
mentioned in (i)through(iv).
The Company intends to concentrate its acquisition efforts on
properties or businesses that it believes to be undervalued.
Given the above factors, investors should expect that any
acquisition candidate may have a history of losses or low
profitability. Larsen International, Inc. does not propose to
restrict its search for investment opportunities to any
particular geographical area or industry and may, therefore
engage in essentially any business, to the extent of its limited
resources. This includes industries such as service, finance,
natural resources, manufacturing, high technology, product
development, medical, communications and others. Larsen
International Inc. discretion in the selection of business
opportunities is unrestricted, subject to the availability of
such opportunities, economic conditions, and other factors.
As a consequence of this registration of its securities, any
entity which has an interest in being acquired by, or merging
into Larsen International Inc., is expected to be an entity that
desires to become a public company and establish a public
trading market for its securities. In connection with such a
merger or acquisition, it is highly likely that an amount of
stock constituting control of Larsen International Inc. would be
issued by Larsen International Inc. or purchased from the current
principal shareholders by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the
transaction is very likely to result in substantial gains to them
relative to their purchase price for such stock. In Larsen
International Inc.'s judgment, none of its officers and directors
would thereby become an underwriter within the meaning of the
Section 2(11) of the Securities Act of 1933.
The sale of a controlling interest by certain principal
shareholders of Larsen International Inc. could occur at a time
when the other shareholders of Larsen International Inc. remain
subject to restrictions on the transfer of their shares.
Depending upon the nature of the transaction, the current sole
officer and director of Larsen International Inc. may resign his
management positions with Larsen International Inc. in connection
with its acquisition of a business opportunity. See Form of
Acquisition, below, and Risk Factors - Larsen International Inc.
- lack of Continuity in Management. In the event of such a
resignation current management would not have any control over
the conduct of business following Larsen International Inc.'s
combination with a business opportunity.
It is anticipated that business opportunities will come to Larsen
International Inc.'s attention from various sources, including
its officer and director, its other stockholders, professional
advisors such as attorneys and accountants, securities broker-
dealers, venture capitalists, members of the financial community,
and others who may present unsolicited proposals. Larsen
International Inc. has no plans, understandings, agreements, or
commitments with any individual for such person to act as a
finder of opportunities for Larsen International Inc.
Larsen International Inc. does not foresee that it would enter
into a merger or acquisition transaction with any business with
which its sole officer or director is currently affiliated.
Should Larsen International Inc. determine in the future,
contrary to foregoing expectations, that a transaction with an
affiliate would be in its best interests of its stockholders,
Larsen International Inc. is in general permitted by Colorado law
to enter into such a transaction if:
1.The material facts as to the relationship or interest
of the affiliate and as to the contract or transaction
are disclosed or are known to the Board of Directors, and
the Board in good faith authorizes the contract or
transaction by the affirmative vote of a majority of the
disinterested directors, even though the disinterested
directors constitute less than a quorum; or
2. The material facts as to the relationship or
interest of the affiliate and as to the contract or
transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract
or transaction is specifically approved in good faith by
vote of the stockholders; or
3. The contract or transaction is fair as to Larsen
International Inc. as of the time it is authorized,
approved or ratified by the Board of Directors or the
stockholders.
Investigation and Selection of Business Opportunities
To a large extent a decision to participate in a specific
business opportunity may be made upon managements analysis of:
a)the quality of the other company's management and
personnel;
b)the anticipated acceptability of new products or
marketing concepts;
c)the merit of technological changes; and
d)the perceived benefit Larsen International Inc. will
derive from becoming a publicly held entity.
There are numerous other factors which are difficult, if not
impossible, to analyze through the application of any objective
criteria. In many instances, it is anticipated that the
historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future. This
is due to the possible need to shift marketing approaches
substantially, expand significantly, change product emphasis,
change or substantially augment management, or make other
changes. The Company will be dependent upon the owners of a
business opportunity to identify any such problems that may exist
and to implement, or be primarily responsible for the
implementation of required changes.
Larsen International Inc. may participate in a business
opportunity with a newly organized firm or with a firm that is
entering a new phase of growth. We should emphasize that we will
incur further risks, because management in many instances will
not have proved its abilities or effectiveness. The eventual
market for such company's products or services will likely not be
established, and such company may not be profitable when
acquired.
It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of
Larsen International Inc.'s limited financing. This lack of
diversification will not permit Larsen International Inc. to
offset potential losses from one business opportunity against
profits from another, and should be considered an adverse factor
affecting any decision to purchase Larsen International Inc.
securities. It is emphasized that management of Larsen
International Inc. may effect transactions having a potentially
adverse impact upon Larsen International Inc. shareholders
pursuant to the authority and discretion of Larsen International
Inc. management to complete acquisitions without submitting any
proposal to the stockholders for their consideration.
Holders of Larsen International Inc. securities should not
anticipate that Larsen International Inc. necessarily will
furnish such holders, prior to any merger or acquisition, with
financial statements or any other documentation, concerning a
target company or its business. In some instances, however, the
proposed participation in a business opportunity may be submitted
to the stockholders for their consideration, either voluntarily
by such directors to seek the stockholders advice and consent or
because state law so requires.
The analysis of business opportunities will be undertaken by or
under the supervision of Larsen International Inc.'s President,
who is not a professional business analyst. See Management.
Although there are no current plans to do so, Company management
might hire an outside consultant to assist in the investigation
and selection of business opportunities, and might pay a finders
fee.
Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and
selection of business opportunities, no policies have been
adopted regarding use of such consultants or advisors, the
criteria to be used in selecting such consultants or advisors,
the services to be provided, the term of service, or regarding
the total amount of fees that may be paid. However, because of
our limited resources it is likely that any such fee we agree to
pay would be paid in stock and not in cash. Otherwise, Larsen
International Inc. anticipates that it will consider, among other
things, the following factors:
1. Potential for growth and profitability indicated
by new technology, anticipated market expansion, or new
products;
2. Larsen International Inc.'s perception of how any
particular business opportunity will be received by the
investment community and by Larsen International Inc.
stockholders;
3. Whether, following the business combination, the
financial condition of the business opportunity would
be or would have a significant prospect in the
foreseeable future of becoming sufficient to enable the
securities of Larsen International Inc. to qualify for
listing on an exchange or on a national automated
securities quotation system, such as NASDAQ, so as to
permit the trading of such securities to be exempt from
the requirements of Rule l5c2-6 adopted by the
Securities and Exchange Commission. (See Risk Factors
- Regulation of Penny Stocks).
4. Capital requirements and anticipated availability
of required funds to be provided by Larsen
International Inc. or from operations, through the sale
of additional securities, through joint ventures or
similar arrangements, or from other sources;
5 The extent to which the business opportunity can
be advanced;
6. Competitive position as compared to other
companies of similar size and experience within the
industry segment as well as within the industry as a
whole;
7. Strength and diversity of existing management, or
management prospects that are scheduled for
recruitment;
8. The cost of participation by Larsen International
Inc. as compared to the perceived tangible and
intangible values and potential; and
9. The accessibility of required management
expertise, personnel, raw materials, services,
professional assistance, and other required items.
In regard to the possibility that the shares of Larsen
International Inc. would qualify for listing on NASDAQ, the
current standards include the requirements that the issuer of the
securities that are sought to be listed have total assets of at
least $4,000,000 and total capital and surplus of at least
$2,000,000. Many, and perhaps most, of the business
opportunities that might be potential candidates for a
combination with Larsen International Inc. would not satisfy the
NASDAQ listing criteria.
No one of the factors described above will be controlling in the
selection of a business opportunity, and management will attempt
to analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data.
Potentially available business opportunities may occur in many
different industries and at various stages of development, all of
which will make the task of comparative investigation and
analysis of such business opportunities extremely difficult and
complex. Potential investors must recognize that, because of
Larsen International Inc.'s limited capital available for
investigation and managements limited experience in business
analysis, Larsen International Inc. may not discover or
adequately evaluate adverse facts about the opportunity to be
acquired.
Larsen International Inc. is unable to predict when it may
participate in a business opportunity. It expects, however, that
the analysis of specific proposals and the selection of a
business opportunity may take several months or more.
Prior to making a decision to participate in a business
opportunity, Larsen International Inc. will generally request
that it be provided with written materials regarding the business
opportunity containing such items as:
- a description of products, services and company history;
- management resumes;
- financial information;
- available projections, with related assumptions upon which
they are based;
- an explanation of proprietary products and services;
- evidence of existing patents, trademarks, or services marks,
or rights thereto;
- present and proposed forms of compensation to management;
- a description of transactions between such company and its
affiliates during relevant periods;
- a description of present and required facilities;
- an analysis of risks and competitive conditions;
- a financial plan of operation and estimated capital
requirements;
- audited financial statements, or if they are not available,
unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and
- other information deemed relevant.
As part of Larsen International Inc.'s investigation, the
executive officer and director may meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of
certain information provided, check references of management and
key personnel and take other reasonable investigative measures to
the extent of the Company's limited financial resources and
management expertise.
It is possible that the range of business opportunities that
might be available for consideration could be limited by the
impact of Securities and Exchange Commission regulations
regarding purchase and sale of penny stocks. The regulations
would affect, and possibly impair, any market that might develop
in Larsen International Inc. securities until such time as they
qualify for listing on NASDAQ or on another exchange that would
make them exempt from applicability of the penny stock
regulations. (See Risk Factors - Regulation of Penny Stocks).
Company management believes that various types of potential
merger or acquisition candidates might find a business
combination with Larsen International Inc. to be attractive.
These include:
1.acquisition candidates desiring to create a public
market for their shares in order to enhance liquidity for
current shareholders;
2.acquisition candidates which have long-term plans for
raising capital through the public sale of securities and
believe that the possible prior existence of a public
market for their securities would be beneficial; and
3.acquisition candidates which plan to acquire additional
assets through issuance of securities rather than for
cash, and believe that the possibility of development of
a public market for their securities will be of
assistance in that process.
Acquisition candidates that have a need for an immediate cash
infusion are not likely to find a potential business combination
with Larsen International Inc. to be an attractive alternative.
Form of Acquisition
It is impossible to predict the manner in which Larsen
International Inc. may participate in a business opportunity.
Specific business opportunities will be reviewed as well as the
respective needs and desires of Larsen International Inc. The
basis of that review and the relative negotiating strength of
Larsen International Inc., the legal structure or method deemed
by management to be suitable will also be reviewed. Such
structure may include, but is not limited to leases, purchase and
sale agreements, licenses, joint ventures and other contractual
arrangements. Larsen International Inc. may act directly or
indirectly through an interest in a partnership, corporation or
other form of organization.
Implementing such structure may require the merger, consolidation
or reorganization of Larsen International Inc. with other
corporations or forms of business organization, and although it
is likely, there is no assurance that Larsen International Inc.
would be the surviving entity. In addition, the present
management and stockholders of Larsen International Inc. most
likely will not have control of a majority of the voting shares
of Larsen International Inc. following a reorganization
transaction. As part of such a transaction, Larsen International
Inc. existing directors may resign and new directors may be
appointed without any vote by stockholders.
It is likely that Larsen International Inc. will acquire its
participation in a business opportunity through the issuance of
Common Stock or other of its securities. Although the terms of
any such transaction cannot be predicted, it should be noted that
in certain circumstances the criteria for determining whether or
not an acquisition is a so-called tax free reorganization under
the Internal Revenue Code of 1936, depends upon the issuance to
the stockholders of the acquired company of a controlling
interest (i.e. 80% or more) of the common stock of the combined
entities immediately following the reorganization.
If a transaction were structured to take advantage of these
provisions rather than other tax free provisions provided under
the Internal Revenue Code, Larsen International Inc.'s current
stockholders would retain in the aggregate 20% or less of the
total issued and outstanding shares. This could result in
substantial additional dilution in the equity of those who were
stockholders of Larsen International Inc. prior to such
reorganization. Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares
representing a controlling interest in Larsen International Inc.
by the current officers, directors and principal shareholders.
(See Description of Business General).
It is anticipated that any new securities issued in any
reorganization would be issued in reliance upon exemptions, if
any are available, from registration under applicable federal and
state securities laws. In some circumstances, however, as a
negotiated element of the transaction, Larsen International Inc.
may agree to register such securities either at the time the
transaction is consummated, or under certain conditions or at
specified times thereafter. The issuance of substantial
additional securities and their potential sale into any trading
market that might develop in Larsen International Inc. securities
may have a depressive effect upon such market. Larsen
International Inc. will participate in a business opportunity
only after the negotiation and execution of a written agreement.
Although the terms of such agreement cannot be predicted,
generally such an agreement would require specific
representations and warranties by all of the parties thereto,
specify certain events of default, detail the terms of closing
and the conditions which must be satisfied by each of the parties
prior to such closing, outline the manner of bearing costs if the
transaction is not closed, set forth remedies upon default, and
include miscellaneous other terms.
As a general matter, Larsen International Inc. anticipates that
it, and/or its officer and principal shareholders will enter into
a letter of intent with the management, principals or owners of a
prospective business opportunity prior to signing a binding
agreement. Such a letter of intent will set forth the terms of
the proposed acquisition but will not bind any of the parties to
consummate the transaction. Execution of a letter of intent will
by no means indicate that consummation of an acquisition is
probable.
Neither Larsen International Inc. nor any of the other parties to
the letter of intent will be bound to consummate the acquisition
unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed.
Even after a definitive agreement is executed, it is possible
that the acquisition would not be consummated should any party
elect to exercise any right provided in the agreement to
terminate it on specified grounds.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of
relevant agreements, disclosure documents and other instruments
will require substantial management time and attention and
substantial costs for accountants, attorneys and others. If a
decision is made not to participate in a specific business
opportunity, the costs incurred in the related investigation
would not be recoverable. Moreover, because many providers of
goods and services require compensation at the time or soon after
the goods and services are provided, the inability of Larsen
International Inc. to pay until an indeterminate future time may
make it impossible to procure goods and services.
Investment Company Act and Other Regulation
Larsen International Inc. may participate in a business
opportunity by purchasing, trading or selling the securities of
such business. The Company does not, however, intend to engage
primarily in such activities. Specifically, it intends to
conduct its activities so as to avoid being classified as an
investment company under the Investment Company Act of 1940 (the
Investment Act), and therefore to avoid application of the costly
and restrictive registration and other provisions of the
Investment Act, and the regulations promulgated thereunder.
Section 3(a) of the Investment Act contains the definition of an
investment company, and it excludes any entity that does not
engage primarily in the business of investing, reinvesting or
trading in securities, or that does not engage in the business of
investing, owning, holding or trading investment securities
(defined as all securities other than government securities or
securities of majority-owned subsidiaries) the value of which
exceeds 40% of the value of its total assets (excluding
government securities, cash or cash items). Larsen International
Inc. intends to implement its business plan in a manner that will
result in the availability of this exemption from the definition
of investment company. Consequently, Larsen International Inc.
participation in a business or opportunity through the purchase
and sale of investment securities will be limited.
Larsen International Inc.'s plan of business may involve changes
in its capital structure, management, control and business,
especially if it consummates a reorganization as discussed above.
Each of these areas is regulated by the Investment Act, in order
to protect purchasers of investment company securities. Since
Larsen International Inc. will not register as an investment
company, stockholders will not be afforded these protections.
Any securities that Larsen International Inc. might acquire in
exchange for its Common Stock are expected to be restricted
securities within the meaning of the Securities Act of 1933, as
amended (the Act). If Larsen International Inc. elects to resell
such securities, such sale cannot proceed unless a registration
statement has been declared effective by the Securities and
Exchange Commission or an exemption from registration is
available. Section 4(1) of the Act, which exempts sales of
securities not involving a distribution, would in all likelihood
be available to permit a private sale. Although the plan of
operation does not contemplate resale of securities acquired, if
such a sale were to be necessary, Larsen International Inc. would
be required to comply with the provisions of the Act to affect
such resale.
An acquisition made by Larsen International Inc. may be in an
industry that is regulated or licensed by federal, state or local
authorities. Compliance with such regulations can be expected to
be a time-consuming and expensive process.
Competition
Larsen International Inc. expects to encounter substantial
competition in its efforts to locate attractive opportunities,
primarily from business development companies, venture capital
partnerships and corporations, venture capital affiliates of
large industrial and financial companies, small investment
companies, and wealthy individuals. Many of these entities will
have significantly greater experience, resources and managerial
capabilities than Larsen International Inc. and will therefore be
in a better position than Larsen International Inc. to obtain
access to attractive business opportunities. Larsen International
Inc. also will experience competition from other public blind
pool companies, many of which may have more funds available than
does Larsen International Inc.
Administrative Offices
Larsen International Inc. currently maintains a mailing address
at 16125 Shawbrooke Road, SW, Calgary, Alberta T2Y 3B3 Canada,
the address of its officer and director. The telephone number is
(403) 256-8228. Other than this mailing address, Larsen
International Inc. does not currently maintain any other office
facilities, and does not anticipate the need for maintaining
office facilities at any time in the foreseeable future. Larsen
International Inc. pays no rent or other fees for the use of this
mailing address.
Employees
Larsen International Inc. is a development stage company and
currently has no employees. Management expects to use
consultants, attorneys and accountants as necessary, and does not
anticipate a need to engage any full-time employees so long as it
is seeking and evaluating business opportunities. The need for
employees and their availability will be addressed in connection
with the decision whether or not to acquire or participate in
specific business opportunities.
Although there is no current plan with respect to its nature or
amount, remuneration may be paid to or accrued for the benefit
of, Larsen International Inc.'s sole officer prior to, or in
conjunction with, the completion of a business acquisition.
Larsen International Inc.'s sole officer and director has
received no fees for organizing the corporation. See Executive
Compensation and Certain Relationships and Related Transactions.
Risk Factors
Conflicts of Interest
Certain conflicts of interest exist between Larsen International
Inc. and its sole officer and director. He has other business
interests to which he devotes his attention, and he may be
expected to continue to do so although management time should be
devoted to the business of Larsen International Inc.. As a
result, conflicts of interest may arise that can be resolved only
through his exercise of such judgment as is consistent with her
fiduciary duties to Larsen International Inc. See Management and
Conflicts of Interest.
Larsen International Inc.'s sole officer and director may elect,
in the future, to form one or more additional public shell
companies with a business plan similar or identical to that of
Larsen International Inc. Any such additional public shell
companies would also be in direct competition with Larsen
International Inc. for available business opportunities. (See
Item 5 - Directors, Executive Officers, Promoters and Control
Persons - Conflicts of Interest.)
It is anticipated that Company's sole officer and director may
actively negotiate or otherwise consent to the purchase of a
portion of his common stock as a condition to, or in connection
with, a proposed merger or acquisition transaction. In this
process, Larsen International Inc.'s President may consider his
own personal benefit rather than the best interests of other
Company shareholders, and the other Company shareholders are not
expected to be afforded the opportunity to approve or consent to
any particular stock buy-out transaction. (See Conflicts of
Interest).
Possible Need For Additional Financing.
Larsen International Inc. has very limited funds, and such funds
may not be adequate to take advantage of any available business
opportunities. Even if Larsen International Inc.'s funds prove
to be sufficient to acquire an interest in, or complete a
transaction with, a business opportunity, Larsen International
Inc. may not have enough capital to exploit the opportunity.
The ultimate success of Larsen International Inc. may depend upon
its ability to raise additional capital. Larsen International
Inc. has not investigated the availability, source, or terms that
might govern the acquisition of additional capital and will not
do so until it determines a need for additional financing. If
additional capital is needed, there is no assurance that funds
will be available from any source or, if available, that they can
be obtained on terms acceptable to Larsen International Inc. If
not available, Larsen International Inc.'s operations will be
limited to those that can be financed with its modest capital.
Regulation of Penny Stocks.
Larsen International Inc. securities, when available for trading,
will be subject to a Securities and Exchange Commission rule that
imposes special sales practice requirements upon broker-dealers
who sell such securities to persons other than established
customers or accredited investors. For purposes of the rule, the
phrase accredited investors means, in general terms; institutions
with assets in excess of $5,000,000 or individuals having a net
worth in excess of $2,000,000 or having an annual income that
exceeds $200,000 or when combined with a spouses income, exceeds
$300,000.
For transactions covered by the rule, the broker-dealer must make
a special suitability determination for the purchaser and receive
the purchasers written agreement to the transaction prior to the
sale. Consequently, the rule may affect the ability of broker-
dealers to sell Larsen International Inc. securities. In
addition, the Securities and Exchange Commission has adopted a
number of rules to regulate Penny Stocks. Such rules include
Rules 3aSl-l, l2g-l, l2g-2, l2g-3, l2g-4, l2g-5, l2g-6, and l2g-7
under the Securities Exchange Act of 1934. Because the securities
of Larsen International Inc. may constitute penny stocks within
the meaning of the rules, the rules would apply to Larsen
International Inc. and to its securities. The rules may further
affect the ability of owners of shares to sell the securities of
Larsen International Inc. in any market that might develop for
them.
Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and
abuse. Such patterns include:
(i) control of the market for the security by one or a
few broker-dealers that are often related to the
promoter or issuer;
(ii) manipulation of prices through prearranged
matching of purchases and sales and false and
misleading press releases;
(iii) boiler room practices involving high-pressure
sales tactics and unrealistic price projections by
inexperienced sales persons;
(iv) excessive and undisclosed bid-ask
differentials and markups by selling broker-dealers:
and
(v) the wholesale dumping of the same securities by
promoters and broker-dealers after prices have been
manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent
investor losses.
Larsen International Inc. management is aware of the abuses that
have occurred historically in the penny stock market. Although
Larsen International Inc. does not expect to be in a position to
dictate the behavior of the market or of broker-dealers who
participate in the market, management will strive within the
confines of practical limitations to prevent the described
patterns from being established with respect to Larsen
International Inc. securities.
No Operating History
Larsen International Inc. was formed in December, 1996, for the
purpose of registering its common stock under the 1934 Act and
acquiring a business opportunity. Larsen International Inc. has
no operating history, revenues from operations, or assets other
than cash from private sales of stock. Larsen International Inc.
faces all of the risks of a new business and the special risks
inherent in the investigation, acquisition or involvement in a
new business opportunity. Larsen International Inc. must be
regarded as a new or start-up venture with all of the unforeseen
costs, expenses, problems and difficulties to which such ventures
are subject.
No Assurance of Success or Profitability
There is no assurance that Larsen International Inc. will acquire
a favorable business opportunity. Even if Larsen International
Inc. should become involved in a business opportunity, there is
no assurance that it will generate revenues or profits, or that
the market price of Larsen International Inc. Common Stock will
be increased thereby.
Possible Business - Not Identified and Highly Risky
Larsen International Inc. has not identified and has no
commitments to enter into or acquire a specific business
opportunity and therefore can disclose the risks and hazards of a
business or opportunity that it may enter into in only a general
manner, and cannot disclose the risks and hazards of any specific
business or opportunity that it may enter into. An investor can
expect a potential business opportunity to be quite risky.
Larsen International Inc.'s acquisition of or participation in a
business opportunity will likely be highly illiquid and could
result in a total loss to Larsen International Inc. and its
stockholders if the business or opportunity proves to be
unsuccessful. (See Item 1 - Description of Business).
Type of Business Acquired
The type of business to be acquired may be one that desires to
avoid affecting its own public offering and the accompanying
expense, delays, uncertainties, and federal and state
requirements which purport to protect investors. Because of
Larsen International Inc.'s limited capital, it is more likely
than not that any acquisition by Larsen International Inc. will
involve other parties whose primary interest is the acquisition
of control of a publicly traded company. Moreover, any business
opportunity acquired may be currently unprofitable or present
other negative factors.
Impracticability of Exhaustive Investigation
Larsen International Inc.'s limited funds and the lack of full-
time management will likely make it impracticable to conduct a
complete and exhaustive investigation and analysis of a business
opportunity before Larsen International Inc. commits its capital
or other resources thereto. Management decisions, therefore,
will likely be made without detailed feasibility studies,
independent analysis, market surveys and the like which, if
Larsen International Inc. had more funds available to it, would
be desirable.
Larsen International Inc. will be particularly dependent in
making decisions upon information provided by the promoter,
owner, sponsor, or others associated with the business
opportunity seeking Larsen International Inc.'s participation. A
significant portion of Larsen International Inc.'s available
funds may be expended for investigative expenses and other
expenses related to preliminary aspects of completing an
acquisition transaction, whether or not any business opportunity
investigated is eventually acquired.
Lack of Diversification
Because of the limited financial resources that Larsen
International Inc. has, it is unlikely that Larsen International
Inc. will be able to diversify its acquisitions or operations.
Larsen International Inc.'s probable inability to diversify its
activities into more than one area will subject Larsen
International Inc. to economic fluctuations within a particular
business or industry and therefore increase the risks associated
with Larsen International Inc.'s operations.
Possible Reliance upon Unaudited Financial Statements
Larsen International Inc. generally will require audited
financial statements from companies that it proposes to acquire.
No assurance can be given, however, that audited financials will
be available to Larsen International Inc. In cases where audited
financials are unavailable, Larsen International Inc. will have
to rely upon unaudited information received from target companies
management that has not been verified by outside auditors. The
lack of the type of independent verification which audited
financial statements would provide, increases the risk that
Larsen International Inc., in evaluating an acquisition with such
a target company. It will not have the benefit of full and
accurate information about the financial condition and operating
history of the target company. This risk increases the prospect
that the acquisition of such a company might prove to be an
unfavorable one for Larsen International Inc. or the holders of
its securities.
Moreover, Larsen International Inc. will be subject to the
reporting provisions of the Securities Exchange Act of 1934 (the
Exchange Act), and thus will be required to furnish certain
information about significant acquisitions, including audited
financial statements for any business that it acquires.
Consequently, acquisition prospects that do not have, or are
unable to provide reasonable assurances that they will be able to
obtain, the required audited statements would not be considered
by Larsen International Inc. to be appropriate for acquisition so
long as the reporting requirements of the Exchange Act are
applicable.
Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition
of an entity for which audited financial statements prove to be
unobtainable, Larsen International Inc. would be exposed to
enforcement actions by the Securities and Exchange Commission
(the Commission) and to corresponding administrative sanctions,
including permanent injunctions against Larsen International Inc.
and its management. The legal and other costs of defending a
Commission enforcement action would have material, adverse
consequences for Larsen International Inc. and its business. The
imposition of administrative sanctions would subject Larsen
International Inc. to further adverse consequences.
In addition, the lack of audited financial statements would
prevent the securities of Larsen International Inc. from becoming
eligible for listing on NASDAQ, or on any existing stock
exchange. Moreover, the lack of such financial statements is
likely to discourage broker/dealers from becoming or continuing
to serve as market makers in the securities of Larsen
International Inc. Without audited financial statements, Larsen
International Inc. would almost certainly be unable to offer
securities under a registration statement pursuant to the
Securities Act of 1933, and the ability of Larsen International
Inc. to raise capital would be significantly limited until such
financial statements were to become available.
Other Regulation
An acquisition made by Larsen International Inc. may be of a
business that is subject to regulation or licensing by federal,
state, or local authorities. Compliance with such regulations
and licensing can be expected to be a time-consuming, expensive
process and may limit other investment opportunities of Larsen
International Inc.
Dependence upon Management; Limited Participation of Management
Larsen International Inc. currently has a single individual who
is serving as its sole officer and director. Larsen
International Inc. will be heavily dependent upon his skills,
talents, and abilities to implement its business plan, and may,
from time to time, find that the inability of the sole officer
and director to devote his full time attention to the business of
Larsen International Inc. results in a delay in progress toward
implementing its business plan.
Furthermore, since one individual is serving as the sole officer
and director of Larsen International Inc., it will be entirely
dependent upon his experience in seeking, investigating, and
acquiring a business and in making decisions regarding Larsen
International Inc. operations. See Management. Because
investors will not be able to evaluate the merits of possible
business acquisitions by Larsen International Inc. they should
critically assess the information concerning Larsen International
Inc.'s sole officer and director.
Lack of Continuity in Management
Larsen International Inc. does not have an employment agreement
with its sole officer and director, and as a result, there is no
assurance that he will continue to manage Larsen International
Inc. in the future. In connection with acquisition of a business
opportunity, it is likely the current officer and director will
resign. A decision to resign will be based upon the identity of
the business opportunity and the nature of the transaction, and
is likely to occur without the vote or consent of the
stockholders of Larsen International Inc.
Indemnification of Officers and Directors
Larsen International Inc. Articles of Incorporation provide for
the indemnification of its directors, officers, employees, and
agents, under certain circumstances, against attorneys fees and
other expenses incurred by them in any litigation to which they
become a party arising from their association with or activities
on behalf of Larsen International Inc. Larsen International Inc.
will also bear the expenses of such litigation for any of its
directors, officers, employees, or agents upon such persons
promise to repay Larsen International Inc. Therefore, if it is
ultimately determined that any such person shall not have been
entitled to indemnification, this indemnification policy could
result in substantial expenditures by Larsen International Inc.
that it will be unable to recoup.
Directors Liability Limited
Larsen International Inc. Articles of Incorporation exclude
personal liability of its directors to the Company and its
stockholders for monetary damages for breach of fiduciary duty
except in certain specified circumstances. Accordingly, Larsen
International Inc. will have a much more limited right of action
against its directors than otherwise would be the case. This
provision does not affect the liability of any director under
federal or applicable state securities laws.
Dependence upon outside Advisors
To supplement the business experience of its sole officer and
director, Larsen International Inc. may be required to employ
accountants, technical experts, appraisers, attorneys, or other
consultants or advisors. The selection of any such advisors will
be made by the President without any input from stockholders.
Furthermore, it is anticipated that such persons may be engaged
on an as needed basis without a continuing fiduciary or other
obligation to Larsen International Inc. In the event the
President of Larsen International Inc. considers it necessary to
hire outside advisors, he may elect to hire persons who are
affiliates, if they are able to provide the required services.
Leveraged Transactions
There is a possibility that any acquisition of a business
opportunity by Larsen International Inc. may be leveraged, i.e.,
Larsen International Inc. may finance the acquisition of the
business opportunity by borrowing against the assets of the
business opportunity to be acquired, or against the projected
future revenues or profits of the business opportunity. This
could increase Larsen International Inc.'s exposure to larger
losses. A business opportunity acquired through a leveraged
transaction is profitable only if it generates enough revenues to
cover the related debt and expenses. Failure to make payments on
the debt incurred to purchase the business opportunity could
result in the loss of a portion or all of the assets acquired.
There is no assurance that any business opportunity acquired
through a leveraged transaction will generate sufficient revenues
to cover the related debt and expenses.
Competition
The search for potentially profitable business opportunities is
intensely competitive. Larsen International Inc. expects to be
at a disadvantage when competing with many firms that have
substantially greater financial and management resources and
capabilities than Larsen International Inc. These competitive
conditions will exist in any industry in which Larsen
International Inc. may become interested.
No Foreseeable Dividends
Larsen International Inc. has not paid dividends on its Common
Stock and does not anticipate paying such dividends in the
foreseeable future.
Loss of Control by Present Management and Stockholders
Larsen International Inc. may consider an acquisition in which it
would issue as consideration for the business opportunity to be
acquired an amount of Larsen International Inc. authorized but
unissued Common Stock that would, upon issuance, represent the
great majority of the voting power and equity of Larsen
International Inc. The result of such an acquisition would be
that the acquired company's stockholders and management would
control Larsen International Inc., and the Company's management
could be replaced by persons unknown at this time. Such a merger
would result in a greatly reduced percentage of ownership of
Larsen International Inc. by its current shareholders. In
addition, the Company's President could sell his control block of
stock at a premium price to the acquired company's stockholders.
The result of any of the above would be a new group taking over
full control of the Company.
No Public Market Exists
There is no public market for Larsen International Inc. common
stock, and no assurance can be given that a market will develop
or that a shareholder ever will be able to liquidate her
investment without considerable delay, if at all. If a market
should develop, the price may be highly volatile. Factors such
as those discussed in this section may have a significant impact
upon the market price of the securities offered. Owing to the
low price of the securities, many brokerage firms may not be
willing to effect transactions in the securities. Even if a
purchaser finds a broker/dealer willing to effect a transaction
in these securities, the combination of brokerage commissions,
state transfer taxes, if any, and any other selling costs may
exceed the selling price. Further, many lending institutions
will not permit the use of such securities as collateral for any
loans.
Rule 144 Sales
All of the outstanding shares of Common Stock held by present
stockholders are restricted securities within the meaning of Rule
144 under the Securities Act of 1933. As restricted shares, these
shares may be resold only pursuant to an effective registration
statement or under the requirements of Rule 144 or other
applicable exemptions from registration under the Act and as
required under applicable state securities laws.
Rule 144 provides in essence that a person who has held
restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed the greater of 1% of a
company's outstanding Common Stock or the average weekly trading
volume during the four calendar weeks prior to the sale. There
is no limit on the amount of restricted securities that may be
sold by a non-affiliate after the restricted securities have been
held by the owner for a period of two years. A sale under Rule
144 or under any other exemption from the Act, if available, or
pursuant to subsequent registrations of shares of Common Stock of
present stockholders, may have a depressive affect upon the price
of the Common Stock in any market that may develop.
Of the total 651,750 shares of common stock held by present
stockholders of Larsen International Inc., 150,000 shares will
become available for resale on the effective date of the
registration of the common stock under Section 12(g) of the
Securities and Exchange Act and 450,000 shares owned by the
Company's sole officer and director will become available for
resale under certain circumstances under Rule 144(k) ninety (90)
days after Larsen International Inc. registers its common stock
under Section 12(g) of the Securities and Exchange Act and ninety
days after ceasing to be an affiliate. The remaining 651,750
shares could become available for resale starting in February,
2001.
Blue Sky Considerations
Because the securities registered hereunder have not been
registered for resale under the blue sky laws of any state, the
holders of such shares and persons who desire to purchase them in
any trading market that might develop in the future, should be
aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities
and of purchasers to purchase the securities. Some jurisdictions
may not under any circumstances allow the trading or resale of
blind-pool or blank-check securities. Accordingly, investors
should consider the secondary market for the Company's securities
to be a limited one.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Liquidity and Capital Resources
Larsen International Inc. remains in the development stage and,
since inception, has experienced no significant change in
liquidity or capital resources or stockholders equity other than
the receipt of net cash proceeds in the amount of $11,350.00,
from its inside capitalization funds. Consequently, Larsen
International Inc.'s balance sheet for the period of December 11,
1996 (inception) through June 30, 2000, reflects current assets
of $725 in the form of cash, and total assets of $1,725.00.
Larsen International Inc. will carry out its plan of business as
discussed above. Larsen International Inc. cannot predict to
what extent its liquidity and capital resources will be
diminished prior to the consummation of a business combination or
whether its capital will be further depleted by the operating
losses (if any) of the business entity that Larsen International
Inc. may eventually acquire.
Results of Operations
During the period from December 11, 1996 (inception) through June
30, 2000, Larsen International Inc. has engaged in no significant
operations other than organizational activities.
After being dormant for approximately three years the Company
began its acquisition of capital and preparation for registration
of its securities under the Securities Exchange Act of 1934. No
revenues were received by the Company during this period.
For the current fiscal year, Larsen International Inc.
anticipates incurring a loss as a result of organizational
expenses, expenses associated with registration under the
Securities Exchange Act of 1934, and expenses associated with
locating and evaluating acquisition candidates. The Company
anticipates that until a business combination is completed with
an acquisition candidate, it will not generate revenues other
than interest income, and may continue to operate at a loss after
completing a business combination, depending upon the performance
of the acquired business.
Need for Additional Financing
Larsen International Inc. believes that its existing capital will
be sufficient to meet its cash needs, including the costs of
compliance with the continuing reporting requirements of the
Securities Exchange Act for a period of approximately one year.
Accordingly, in the event Larsen International Inc. is able to
complete a business combination during this period, it
anticipates that its existing capital will be sufficient to allow
it to accomplish the goal of completing a business combination.
There is no assurance, however, that the available funds will
ultimately prove to be adequate to allow it to complete a
business combination, and once a business combination is
completed, the Company's needs for additional financing are
likely to increase substantially.
No commitments to provide additional funds have been made by
management or other stockholders. Accordingly, there can be no
assurance that any additional funds will be available to Larsen
International Inc. to allow it to cover its expenses.
Irrespective of whether Larsen International Inc. cash assets
prove to be inadequate to meet operational needs, the Company
might seek to compensate providers of services by issuances of
stock in lieu of cash. For information as to the policy in
regard to payment for consulting services. (See Certain
Relationships and Transactions.)
ITEM 3. DESCRIPTION OF PROPERTY.
Larsen International Inc. does not currently maintain an office
or any other facilities. It does currently maintain a mailing
address at 16125 Shawbrooke Road, SW, Calgary, Alberta T2Y 3B3
Canada, the address of its sole Officer and Director. Larsen
International Inc. pays no rent for the use of this mailing
address. The telephone number is (403) 256-6730. Larsen
International Inc. does not believe that it will need to maintain
an office at any time in the foreseeable future in order to carry
out its plan.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth, as of the date of this
registration statement, the number of shares of Common Stock
owned of record and beneficially by executive officers, directors
and persons who hold 5.0% or more of the outstanding common stock
of Larsen International Inc.. Also included are the shares held
by all executive officers and directors as a group.
Number of Percentage of
Name and Address Shares Owned Class Owned Shares
Owned
Lance Larsen
16125 Shawbrooke Shawbrooke
Road, SW, Calgary,
Alberta T2Y 3B3
Canada 450,000* Common 69.04
Kevin Winkler
75 Midlake Pl, SE
Calgary, AB T2X 1J2 50,000** Common 07.67
Inge Kerster
404 Scott Point Drive
Salt Spring Island,
BC V8K 2R2 50,000** Common 07.67
Todd Larsen
248 Mt. Selkirk Close
Calgary, AB T2Z 2P7 50,000** Common 07.67
All directors and executive
officers as a group (1 person)
450,000 Common 69.04
The person listed is the sole officer and director of Larsen
International Inc.
*Lance Larsen received 25,000 shares for monies expended for the
organization and incorporation of the registrant. The shares
were issued at a deemed price of $ 0.01 per share for a total of
$250. On January 31, 2000 Larsen International amended and
restated its Articles of Incorporation and affected a 20 -1
forward split.
**These three individuals each subscribed for 2,500 shares of
common stock at a price of $.067 per share at inception. The
amounts shown reflect the 20 - 1 forward split.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
The directors and executive officers currently serving Larsen
International Inc. are as follows;
Name Age Positions Held and Tenure
Lance Larsen 41 Director and President
since December, 1996
The director named above will serve until the first annual
meeting of Larsen International Inc. stockholders. Thereafter,
directors will be elected for one-year terms at the annual
stockholders meeting. Officers will hold their positions at the
pleasure of the Board of Directors, absent any employment
agreement, of which none currently exists or is contemplated.
There is no arrangement or understanding between the sole
director and officer of Larsen International Inc. and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer.
The sole director and officer of Larsen International Inc. will
devote his time to Larsen International Inc. affairs on an as
needed basis. As a result, the actual amount of time that he
will devote to Larsen International Inc. affairs is unknown and
is likely to vary substantially from month to month.
Biographical Information
Mr. Lance R. Larsen has been an officer and director of Larsen
International Inc. since the Company's inception on December 11,
1996. From August 1997 to the present he has served as Vice
President and General Manager of Bio-Med Marketing Inc., a
Calgary, Alberta firm that specializes in financing and
consulting to bio-medical companies. His duties there include
hiring and training all sales personnel, designing and developing
all in-house applications software applications, including the
company network design and maintenance.
From June, 1988, Mr. Larsen served as General Manager of West
Coast International, a company specializing in international
sales of communications accessories. His duties there were to
hire and train all sales staff and design and maintain all
software and network installations.
Mr. Larsen graduated with honors from the Canadian Investment
Funds Institute and the Dale Carnegie sales course.
Indemnification of Officers and Directors
As permitted by Colorado law, Larsen International Inc. Articles
of Incorporation provide that Larsen International Inc. will
indemnify its directors and officers against expenses and
liabilities they incur to defend, settle, or satisfy any civil or
criminal action brought against them on account of their being or
having been Company directors or officers unless, in any such
action, they are adjudged to have acted with gross negligence or
willful misconduct. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling Larsen International
Inc.
Pursuant to the foregoing provisions, Larsen International Inc.
has been informed that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.
Exclusion of Liability
Pursuant to the Colorado Business Corporation Act, Larsen
International Inc. Articles of Incorporation exclude personal
liability for its directors for monetary damages based upon any
violation of their fiduciary duties as directors, except as to
liability for any breach of the duty of loyalty, acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of
Section 7-106-401 of the Colorado Business Corporation Act, or
any transaction from which a director receives an improper
personal benefit. This exclusion of liability does not limit any
right that a director may have to be indemnified and does not
affect any directors liability under federal or applicable state
securities laws.
Conflicts of Interest
The sole officer and director of Larsen International Inc. will
not devote more than a portion of his time to the affairs of
Larsen International Inc. There will be occasions when the time
requirements of Larsen International Inc.'s business conflict
with the demands of his other business and investment activities.
Such conflicts may require that Larsen International Inc. attempt
to employ additional personnel. There is no assurance that the
services of such persons will be available or that they can be
obtained upon terms favorable to Larsen International Inc.
Larsen International Inc. President may elect, in the future, to
form one or more additional blind pools or blank check companies
with a business plan similar or identical to that of Larsen
International Inc. Any such additional blind pool or blank check
companies would also be in direct competition with Larsen
International Inc. for available business opportunities.
There is no procedure in place that would allow Mr. Larsen to
resolve potential conflicts in an arms-length fashion.
Accordingly, he will be required to use his discretion to resolve
them in a manner that he considers appropriate. Larsen
International Inc.'s sole officer and director may actively
negotiate or otherwise consent to the purchase of a portion of
his common stock as a condition to, or in connection with, a
proposed merger or acquisition transaction.
It is anticipated that a substantial premium over the initial
cost of such shares may be paid by the purchaser in conjunction
with any sale of shares by Larsen International Inc.'s officer
and director which is made as a condition to, or in connection
with, a proposed merger or acquisition transaction. The fact
that a substantial premium may be paid to Larsen International
Inc.'s sole officer and director to acquire his shares creates a
potential conflict of interest for him in satisfying his
fiduciary duties to Larsen International Inc. and its other
shareholders. Even though such a sale could result in a
substantial profit to him he would be legally required to make
the decision based upon the best interests of Larsen
International Inc. and Larsen International Inc.'s other
shareholders, rather than his own personal pecuniary benefit.
ITEM 6. EXECUTIVE COMPENSATION.
At inception of Larsen International Inc., its sole Director,
Lance Larsen received 22,500 shares of Common Stock valued at
0.01 per share in consideration of pre-incorporation services
rendered and monies expended to Larsen International Inc. These
services related to investigating and developing Larsen
International Inc.'s proposed business plan and capital
structure, the capital outlay concerned with the completion of
the incorporation and organization. On January 31, 2000, the
Company re-stated Articles of Incorporation, changed its capital
structure to 100,000,000 common and 10,000,000 preferred shares
and affected a 20 - 1 forward split of the issued and outstanding
stock.
No officer or director has received any other remuneration.
Although there is no current plan in existence, it is possible
that Larsen International Inc. will adopt a plan to pay or accrue
compensation to its sole officer and director for services
related to seeking business opportunities and completing a merger
or acquisition transaction. (See Certain Relationships and
Related Transactions.) Larsen International Inc. has no stock
option, retirement, pension, or profit-sharing programs for the
benefit of directors, officers or other employees, but the Board
of Directors may recommend adoption of one or more such programs
in the future.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Prior to the date of this registration statement, Larsen
International Inc. issued to its Officer and Director, and to
other shareholders, a total of 651,750 shares of Common Stock for
a total of $11,350 in cash and services. Certificates evidencing
the Common Stock issued by Larsen International Inc. to these
persons have all been stamped with a restrictive legend, and are
subject to stop transfer orders. For additional information
concerning restrictions that are imposed upon the securities held
by current stockholders, and the responsibilities of such
stockholders to comply with federal securities laws in the
disposition of such common stock. (See Risk Factors -Rule 144
Sales).
No officer, director, promoter, or affiliate of Larsen
International Inc. has or proposes to have any direct or indirect
material interest in any asset proposed to be acquired by Larsen
International Inc. through security holdings, contracts, options,
or otherwise.
Larsen International Inc. has adopted a policy under which any
consulting or finders fee that may be paid to a third party for
consulting services to assist management in evaluating a
prospective business opportunity would be paid in stock or in
cash. Any such issuance of stock would be made on an ad hoc
basis. Accordingly, Larsen International Inc. is unable to
predict whether or in what amount such a stock issuance might be
made.
Although there is no current plan in existence, it is possible
that Larsen International Inc. will adopt a plan to pay or accrue
compensation to its sole Officer and Director for services
related to seeking business opportunities and completing a merger
or acquisition transaction.
Larsen International Inc. maintains a mailing address at the
office of its President, but otherwise does not maintain an
office. As a result, it pays no rent and incurs no expenses for
maintenance of an office and does not anticipate paying rent or
incurring office expenses in the future. It is likely that
Larsen International Inc. will establish and maintain an office
after completion of a business combination.
Although management has no current plans to cause Larsen
International Inc. to do so, it is possible that Larsen
International Inc. may enter into an agreement with an
acquisition candidate requiring the sale of all or a portion of
the Common Stock held by Larsen International Inc. current
stockholders to the acquisition candidate or its principals or to
other individuals or business entities, or requiring some other
form of payment to Larsen International Inc. current
stockholders, or requiring the future employment of specified
officers and payment of salaries to them. It is more likely than
not that any sale of securities by Larsen International Inc.
current stockholders to an acquisition candidate would be at a
price substantially higher than that originally paid by such
stockholders. Any payment to current stockholders in the context
of an acquisition involving Larsen International Inc. would be
determined entirely by the largely unforeseeable terms of a
future agreement with an unidentified business entity.
ITEM 8. DESCRIPTION OF SECURITIES.
Common Stock
Larsen International Inc. Articles of Incorporation authorize the
issuance of 100,000,000 shares of Common Stock. Each record
holder of Common Stock is entitled to one vote for each share
held on all matters properly submitted to the stockholders for
their vote. Cumulative voting for the election of directors is
not permitted by the Articles of Incorporation.
Holders of outstanding shares of Common Stock are entitled to
such dividends as may be declared from time to time by the Board
of Directors out of legally available funds: and, in the event of
liquidation, dissolution or winding up of the affairs of Larsen
International Inc. In the event that any of the aforementioned
situations occur holders of common stock are entitled to receive,
ratably, the net assets of Larsen International Inc. available to
stockholders after distribution is made to the preferred
stockholders, if any, who are given preferred rights upon
liquidation. Holders of outstanding shares of Common Stock have
no preemptive, conversion or redemptive rights. All of the
issued and outstanding shares of Common Stock are, and all
unissued shares when offered and sold will be duly authorized,
validly issued, fully paid, and non-assessable. To the extent
that additional shares of Larsen International Inc. Common Stock
are issued, the relative interests of then existing stockholders
may be diluted.
Preferred Stock
Larsen International Inc. Articles of Incorporation authorize the
issuance of 10,000,000 shares of preferred stock. The Board of
Directors of Larsen International Inc. is authorized to issue the
preferred stock from time to time in series and is further
authorized to establish such series, to fix and determine the
variations in the relative rights and preferences as between
series, to fix voting rights, if any, for each series, and to
allow for the conversion of preferred stock into Common Stock.
No preferred stock has been issued by Larsen International Inc.
Larsen International Inc. anticipates that preferred stock may be
utilized in making acquisitions.
Transfer Agent
Larsen International Inc. is currently serving as its own
transfer agent, and plans to continue to serve in that capacity
until such time as management believes it is necessary or
appropriate to employ an independent transfer agent in order to
facilitate the creation of a public trading market for Larsen
International Inc. securities. Since Larsen International Inc.
does not currently expect any public market to develop for its
securities until after it has completed a business combination,
it does not currently anticipate that it will seek to employ an
independent transfer agent until it has completed such a
transaction.
Reports to Stockholders
Larsen International Inc. plans to furnish its stockholders with
an annual report for each fiscal year containing financial
statements audited by its independent certified public
accountants. In the event Larsen International Inc. enters into
a business combination with another company, it is the present
intention of management to continue furnishing annual reports to
stockholders. Additionally, Larsen International Inc. may, in
its sole discretion, issue unaudited quarterly or other interim
reports to its stockholders when it deems appropriate. Larsen
International Inc. intends to comply with the periodic reporting
requirements of the Securities Exchange Act of 1934 for so long
as it is subject to those requirements.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS COMMON
EQUITY AND OTHER SHAREHOLDER MATTERS.
No public trading market exists for Larsen International Inc.
securities and all of its outstanding securities are restricted
securities as defined in Rule 144. There were 37 shareholders of
record of Larsen International Inc. common stock on June 30,
2000. No dividends have been paid to date and Larsen
International Inc. Board of Directors does not anticipate paying
dividends in the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS.
Larsen International Inc. is not a party to any pending legal
proceedings, and no such proceedings are known to be
contemplated.
No director, officer or affiliate of Larsen International Inc.
and no owner of record or beneficial owner of more than 5.0% of
the securities of Larsen International Inc., or any associate of
any such director, officer or security holder is a party adverse
to Larsen International Inc. or has a material interest adverse
to Larsen International Inc. in reference to pending litigation.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
Not applicable.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
Since December 11, 1996 (inception) Larsen International Inc. has
sold its Common Stock to the persons listed in the table below in
transactions summarized as follows:
Name Date of Sale Shares Price per Share Aggregate
Purchase
Lance Larsen 12/11/96 450,000 0.001 500
Kevin Winkler 12/11/96 50,000* 0.005 166
Inge Kerster 12/11/96 50,000* 0.005 166
Todd Larsen 12/11/96 50,000* 0.005 167
Gordan Fuller 02/01/00 13,000 0.181 2,350
Jennifer Foss 02/01/00 5,000 0.20 1,000
E. Lorne Kemp 04/25/00 1,125 0.20 225
Frank Calder 04/25/00 500 0.20 100
Rudy Lelivre 04/25/00 500 0.20 100
Patrick Shannon 04/26/00 1,000 0.20 200
The Field Bar and
Grill 04/25/00 1,250 0.20 250
Rebecca Kerster 04/25/00 500 0.20 100
Bob Coshman 04/24/00 1,125 0.20 225
Peter McDonald 04/25/00 2500 0.20 500
Philip Salgado 04/27/00 500 0.20 100
Vern Boon 04/26/00 1,000 0.20 200
765788 AB Inc. O4/25/00 500 0.20 100
Gilbert Oudaimy 04/21/00 1,250 0.20 250
Victoria
Kosiorowski 04/24/00 1,000 0.20 200
Agnieszka
Kosiorowski 04/24/00 1,125 0.20 225
Piotr
Kosiorowski 04/24/00 1,250 0.20 250
Ljbuan Mraovic 04/25/00 1,250 0.20 250
B&G Enterprises 04/28/00 625 0.20 125
Marion Lavigne 04/25/00 1,000 0.20 200
Lukasz Ogien 04/25/00 1,250 0.20 250
Elzbieta MraoviC 04/25/00 1,250 0.20 250
Anthony Sartorelli 04/25/00 500 0.20 100
Merril Grant 04/25/00 1,000 0.20 200
Nancy Toy 04/26/00 1,250 0.20 250
Gary Ma 04/26/00 1,250 0.20 250
Mary Theresa Gorko 04/25/00 1,000 0.20 200
David Curry 04/27/00 1,000 0.20 200
Bassam Yammine 04/24/00 1,250 0.20 250
Christiane Srour 04/21/00 1,250 0.20 250
Donner Resources
Ltd. 04/25/00 750 0.20 150
Karen Hynes 04/27/00 500 0.20 100
David Pidgeon 04/27/00 1,250 0.20 250
James Pilling 04/28/00 500 0.20 100
Manjit Sangra 04/27/00 500 0.20 100
Randolph Noel 04/20/00 1,250 0.20 250
* Consideration consisted of pre-incorporation consulting
services rendered to the Registrant related to investigating and
developing the Registrants proposed business plan and capital
structure and completing the organization and incorporation of
the Registrant, including the costs of incorporation.
Each of the sales listed above was made for cash or services. All
of the listed sales were made in reliance upon the exemption from
registration offered by Section 4(2) of the Securities Act of
1933. Based upon Purchaser Subscription forms completed by each
of the subscribers and the pre-existing relationship between the
subscribers of Larsen International Inc.'s sole officer and
director, Larsen International Inc. had reasonable grounds to
believe immediately prior to making an offer to the private
investors, and did in fact believe, when such subscriptions were
accepted, that such purchasers:
(1) were purchasing for investment and not with a view to
distribution, and
(2) had such knowledge and experience in financial
and business matters that they were capable of
evaluating the merits and risks of their investment and
were able to bear those risks. The purchasers had
access to pertinent information enabling them to ask
informed questions.
The shares were issued without the benefit of registration. An
appropriate restrictive legend is imprinted upon each of the
certificates representing such shares, and stop-transfer
instructions have been entered in Larsen International Inc.
transfer records. All such sales were affected without the aid
of underwriters, and no sales commissions were paid.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and the Bylaws of Larsen
International Inc., filed as Exhibits 3.1 and 3.2, respectively,
provide that Larsen International Inc. will indemnify its
officers and directors for costs and expenses incurred in
connection with the defense of actions, suits, or proceedings
where the officer or director acted in good faith and in a manner
he reasonably believed to be in Larsen International Inc.'s best
interest and is a party by reason of her status as an officer or
director, absent a finding of negligence or misconduct in the
performance of duty.
FINANCIAL STATEMENTS
Audited Financial Statements, including a report of an
Independent auditor, follow.
LARSEN INTERNATIONAL INC.
(A Development Stage Enterprise)
AUDIT REPORT
June 30, 2000
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80222
LARSEN INTERNATIONAL INC.
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS INDEX TO FINANCIAL STATEMENTS 5
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant..................... 31
Balance Sheet, December 31, 1999 ......................... 32
Statement of Operations, for the
Period April 2, 1999 (Inception)
Through December 31, 1999................................. 33
Statement of Stockholders Equity
(Deficit), April 2, 1999 (Inception)
Through December 31, 1999................................. 34
Statement of Cash Flows for the
Period From April 2, 1999 (Inception)
Through December 31, 1999 .............................35
Notes to Financial Statements............................ 36&37
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITORS REPORT
Board of Directors
Larsen International Inc.
16125 Shawbrooke Road, SW
Calgary, Alberta T2Y 3B3 Canada
Sirs:
I have audited the accompanying Balance Sheet of Larsen
International Inc. (A Development Stage Enterprise) as of June
30, 2000 and the Statements of Operations, Stockholders Equity,
and Cash Flows for the period December 11, 1996 (Inception)
through June 30, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is
to express an opinion on these financial statements based on my
audits.
My examination was made in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance as to 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. I believe that our
audit provides 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
Larsen International Inc. as of June 30, 2000, and the results of
its operations and changes in its cash flows for the period from
December 11, 1996 (Inception) through June 30, 2000, in
conformity with generally accepted accounting principles.
Janet Loss, C.P.A., P.C.
November 28, 2000
LARSEN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
AS AT JUNE 30, 2000
ASSETS
CURRENT ASSETS
CASH $ 725
TOTAL CURRENT ASSETS 725
OTHER ASSETS
OPTION TO PURCHASE TECHNOLOGY
1,000
TOTAL OTHER ASSETS 1,000
TOTAL ASSETS 1,725
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES
ACCOUNTS PAYABLE 500
DUE TO RELATED PARTY 100
TOTAL CURRENT LIABILITIES 600
STOCKHOLDERS EQUITY
COMMON STOCK PAR VALUE $0.001
100,000,000 AUTHORIZED - 651,750
ISSUED AND OUTSTANDING 352
PREFERRED STOCK PAR VALUE $0.001
10,000,000 AUTHOIZED - NONE ISSUED 0
OTHER PAID IN CAPITAL 10,998
DEFICIT ACCUMULATED DURING THE
DEVELOPMENT STAGE (10,225)
TOTAL STOCKHOLDERS EQUITY 1,125
TOTAL LIABILITIES AND
STOCKHOLDERS EQUITY $ 1,725
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL
STATEMENTS
LARSEN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD DECEMBER 11, 1996 (INCEPTION)
THROUGH JUNE 30, 2000
REVENUES $ 0
OPERATING EXPENSES
OFFICE EXPENSE 725
LEGAL AND AUDIT 500
CONSULTING FEES 9,000
TOTAL OPERATING EXPENSES 10,225
(LOSS) FOR THE PERIOD $(10,225)
WEIGHTED AVERAGE OF COMMON
STOCK OUTSTANDING 651,750
THE ACCOMPANING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
LARSEN INTERNATIONAL INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDER EQUITY
FOR THE PERIOD DECEMBER 11, 1996
THROUGH JUNE 30, 2000
<TABLE>
<CAPTION>
(DEFICIT)
COMMON ACCUMULATED
STOCK COMMON PREFERRED ADDITIONAL
NUMBER STOCK STOCK PAID DURING TOTAL
OF AMOUNT NUMBER STOCK IN THE STOCKHOLDER
SHARES OF AMOUNT CAPITAL DEVELOPMENT EQUITY
SHARES STAGE
<S> <C> <C> <C> <C> <C> <C> <C>
COMMON
STOCK
ISSUED
DECEMBER
11, 1996 22,500 250 0 0 275 0 500
FOR
SERVICES
COMMON
STOCK
ISSUED
DECEMBER 7,500 75 0 0 425 0 500
11, 1996
FOR CASH
COMMON
STOCK
ISSUED May
31, 2000 570000 0 0 0 0 0 0
DUE TO 20-1 0
SPLIT
COMMON
STOCK
ISSUED MAY
1, 2000 51,750 52 0 0 10,298 0 10,350
FOR CASH
NET (LOSS)
FOR THE
PERIOD 0 0 0 0 0 (10,225) (10,225)
_________________________________________________________________
BALANCES
JUNE 30,
2000 651750 292 0 0 10,998 (10,225) 1,125
</TABLE>
THE ACCOMPANING NOTES ARE AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
LARSEN INTERNATIONAL, INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD DECEMBER 11, 1996 (INCEPTION)
THROUGH JUNE 30, 2000
CASH FLOWS FROM (TO) OPERATIONS
(LOSS) FOR THE PERIOD $ (10,225)
NET INCREASE (DECREASE)
IN ACCOUNTS PAYABLE 600
TOTAL CASH FLOWS FROM (TO) OPERATIONS (9,625)
CASH FLOWS FROM (TO) INVESTING ACTIVITIES
PURCHASE OF OPTION ON TECHNOLOGY (1,000)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES
ISSUANCE OF COMMON STOCK 11,350
NET INCOME IN CASH 725
CASH AT THE BEGINNING OF THE PERIOD 0
CASH AT THE END OF THE PERIOD 725
THE ACCOMPANING NOTES FORM AN INTEGRAL PART OF THESE
FINANCIAL STATEMENTS
LARSEN INTERNATIONAL INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE I - ORGANIZATION AND HISTORY NOTE I ? ORGANIZATION AND
HISTORY 5
Larsen International Inc. is a Colorado Corporation and the
Company has been in the development stage since its formation on
December 11, 1996.
The Company's only activities have been organizational, directed
at acquiring its principle assets, raising its initial capital
and developing its business plan.
On December 11, 1996, Larsen International Inc. issued 22,500
shares of its par value $ .01 common stock at a price of $ 0.022
per share to its officer and director as founders shares in
return for the time, effort and expenditures to organize and form
the corporation. On December 11, 1996 the Company issued 7,500
shares of its common stock at a price of $ 0.067 for cash.
On May 31, 2000 the Company restated its Articles of
Incorporation to increase its capitalization to 100,000,000
shares of common stock and 10,000,000 shares of preferred stock
and changed the par value of both classes of stock to $0.001. It
also affected a 20-1 forward split of its issued and outstanding
common stock.
On May 1, 2000 LARSEN INTERNATIONAL INC. issued 51,750 shares of
common stock for a total of $10,350 to be used for legal and
accounting expenses.
NOTE II - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NOTE II ?
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 5
DEVELOPMENT STAGE ACTIVITIES DEVELOPMENT STAGE ACTIVITIES 5
The Company has been in the development stage since inception.
ACCOUNTING METHOD ACCOUNTING METHOD 5
The Company records income and expenses on the accrual method.
CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS 5
Cash and cash equivalents includes cash on hand, cash on deposit,
and highly liquid investments with maturities generally of three
months or less. At June 30, 2000 there were no cash equivalents.
YEAR END YEAR END 5
The Company has elected to have a fiscal year ended December 31.
USE OF ESTIMATES USE OF ESTIMATES 5
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts
of assets and liabilities at the date of financial statements, as
well as revenues and expenses reported for the periods presented.
The Company regularly assesses these estimates and, while actual
results may differ management believes that the estimates are
reasonable.
NOTE III - RELATED PARTY TRANSACTIONS
The sole Officer and Director of Larsen International Inc.
advanced the company the amount of $100 to activate the Company's
bank account.
NOTE IV - OPTION TO PURCHASE TECHNOLOGY
On June 13, 2000 the Company purchased an option to acquire
technology for a new winch designed for four-wheel drive and off-
road vehicles. NOTE III ? RELATED PARTY TRANSACTIONS 5
NOTE V - SUBSEQUENT EVENTS
Upon the completion of a due diligence study of the technology
management determined that the application of this winch was too
narrow in scope and the option was allowed to expire unexercised
in the following period.
PART III
Item 1. Index to Exhibits
The exhibits listed below are filed as part of this Registration
Statement.
EX 27
EX 27.1
Correspondence
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934 the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
LARSEN INTERNATIONAL INC.
/S/ Lance Larsen
(Principal Executive Officer)
Date: November 28, 2000
EXHIBIT 3 (i)
SUBSCRIPTION AGREEMENT
TO: LARSEN INTERNATIONAL INC.
The Undersigned hereby subscribes for _______________
shares (the "Shares") of Common Stock (the "Common Stock")
of LARSEN INTERNATIONAL INC. (the "Company") at $ .20 per
Share.
The undersigned represents that he is acquiring Shares for
investment purposes only, with no intention of reselling or
further distributing such Shares.
ASSUMPTION OF RISKS: The undersigned can bear the full
economic risk of this investment including the possible
total loss thereof. Further, the undersigned acknowledges
that this investment is currently illiquid and may continue
as such for an indeterminate period of time.
PRINTED NAME:
________________________________________________
SIGNATURE:
____________________________________________________
DATE: ____________________________
ADDRESS: _______________________________________________
CITY:
_______________________________________________
PROVINCE/POSTAL CODE:
______________________________________________
THE FOREGOING SUBSCRIPTION IS HEREBY ACCEPTED:
_______________ shares, for and on behalf of LARSEN
INTERNATIONAL, INC. on
this ______day of ___________, 2000.
By: ________________________________________
EXHIBIT 3 (ii)
ARTICLES OF INCORPORATION
RESTATED ARTICLES OF INCORPORATION
OF
LARSEN INTERNATIONAL, INC.
**************************************************************
The undersigned, acting as incorporator, pursuant to the
provisions of the laws of the State of Colorado relating to
private corporations, hereby adopts the following Articles of
Incorporation:
ARTICLE ONE. (NAME)
The name of the corporation is: LARSEN INTERNATIONAL, INC.
The address of the corporation is: 16125 Shawbrooke Road, SW,
Calgary, Alberta T2Y 3B3
Canada.
ARTICLE TWO. (RESIDENT AGENT) The agent for
service of process is , Jennifer Foss , 1210 South Glencoe
Street, Denver, State of Colorado 80246.
ARTICLE THREE. (PURPOSES) The purposes for which
the corporation is organized are to engage in any activity or
business not in conflict with the laws of the State of Colorado
or of the United States of America, and without limiting the
generality of the foregoing, specifically:
(OMNIBUS). To have to exercise all the
powers now or hereafter conferred by the laws
of the State of Colorado upon corporations
organized pursuant to the laws under which
the corporation is organized and any and all
acts amendatory thereof and supplemental
thereto.
II. (CARRYING ON BUSINESS OUTSIDE STATE).
To conduct and carry on its business or any
branch thereof in any state or territory of
the United States or in any foreign country
in conformity with the laws of such state,
territory, or foreign country, and to have
and maintain in any state, territory, or
foreign country a business office, plant,
store or other facility.
III. (PURPOSES TO BE CONSTRUED AS POWERS).
The purposes specified herein shall be
construed both as purposes and powers and
shall be in no wise limited or restricted by
reference to, or inference from, the terms of
any other clause in this or any other
article, but the purposes and powers
specified in each of the clauses herein shall
be regarded as independent purposes and
powers, and the enumeration of specific
purposes and powers shall not be construed to
limit or restrict in any manner the meaning
of general terms or of the general powers of
the corporation; nor shall the expression of
one thing be deemed to exclude another,
although it be of like nature not expressed.
ARTICLE FOUR. (CAPITAL STOCK) The corporation
shall have authority to issue an aggregate of ONE HUNDRED
AND TEN MILLION (110,000,000) shares of stock, par value ONE
MILL ($0.001) per share divided into two (2) classes of
stock as follows for a total capitalization of ONE HUNDRED
AND TEN THOUSAND DOLLARS ($110,000).
(A) NON-ASSESSABLE COMMON STOCK:
ONE HUNDRED MILLION (100,000,000) shares of Common
stock, Par Value ONE MILL ($0.001) per share, and
(B) PREFERRED STOCK: TEN MILLION
(10,000,000) shares of Preferred stock, Par Value
ONE MILL ($0.001) per share.
All capital stock when issued shall be fully paid and non-
assessable. No holder of shares of capital stock of the
corporation shall be entitled as such to any pre-emptive or
preferential rights to subscribe to any unissued stock, or any
other securities, which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time
to time for such consideration as may be fixed by the Board of
Directors, provided that the consideration so fixed is not less
than par value.
Holders of the corporations Common Stock shall not possess
cumulative voting rights at any shareholders meetings called for
the purpose of electing a Board of Directors or on other matters
brought before stockholders meetings, whether they be annual or
special.
ARTICLE FIVE. (DIRECTORS). The affairs of the
corporation shall be governed by a Board of Directors of not more
than fifteen (15) nor less than one (1) person. The name and
address of the first Board of Directors is:
NAME ADDRESS
Lance R. Larsen 16125 Shawbrooke Road,
SW, Calgary, Alberta
T2Y 3B3 Canada
ARTICLE SIX. (ASSESSMENT OF STOCK). The capital
stock of the corporation, after the amount of the subscription
price or par value has been paid in, shall not be subject to pay
debts of the corporation, and no paid up stock and no stock
issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. (INCORPORATOR). The name and
address of the incorporator of the corporation is as follows:
Lance R. Larsen 16125 Shawbrooke Road,SW,
Calgary, Alberta
T2Y 3B3 Canada
ARTICLE EIGHT. (PERIOD OF EXISTENCE). The period
of existence of the Corporation shall be perpetual.
ARTICLE NINE. (BY-LAWS) Its Board of Directors
shall adopt the initial By-laws of the corporation. The power to
alter, amend, or repeal the By-laws, or to adopt new By-laws,
shall be vested in the Board of Directors, except as otherwise
may be specifically provided in the By-laws.
ARTICLE TEN. (STOCKHOLDERS MEETINGS). Meetings
of stockholders shall be held at such place within or without the
State of Colorado as may be provided by the By-laws of the
corporation. The President or any other executive officer of the
corporation, the Board of Directors, or any member may call
special meetings of the stockholders thereof, or by the record
holder or holders of at least ten percent (10%) of all shares
entitled to vote at the meeting. Any action otherwise required
to be taken at a meeting of the stockholders, except election of
directors, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by
stockholders having at least a majority of the voting power.
ARTICLE ELEVEN. (CONTRACTS OF CORPORATION)No
contract or other transaction between the corporation and any
other corporation, whether or not a majority of the shares of the
capital stock of such other corporation is owned by this
corporation, and no act of this corporation shall be any way be
affected or invalidated by the fact that any of the directors of
this corporation are pecuniarily or otherwise interested in, or
are directors or officers of such other corporation. Any
director of this corporation, individually, or any firm of which
such director may be a member, may be a party to, or may be
pecuniarily or otherwise interested in any contract or
transaction of the corporation; provided, however, that the fact
that he or such firm is so interested shall be disclosed or shall
have been known to the Board of Directors of this corporation, or
a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is
so interested, may e counted in determining the existence of a
quorum at any meeting of the Board of Directors of this
corporation that shall authorize such contract or transaction,
and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were no such director or
officer of such other corporation or not so interested.
ARTICLE TWELVE. (LIABILITY OF DIRECTORS AND
OFFICERS) No director or officer shall have any personal
liability to the corporation or its stockholders for damages for
breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of
a director or officer for (I) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or
(ii) the payment of dividends in violation of the Colorado
Revised Statutes.
IN WITNESS WHEREOF. The undersigned incorporator
has hereunto affixed his/her signature at Denver, Colorado, this
29th day of February, 2000.
/S/ Lance R. Larsen
Lance R. Larsen
EXHIBIT 3 (iii)
BYLAWS
Of
LARSEN INTERNATIONAL INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or Office Requirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 Adjournment Notice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board Committees Authority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a)Declaration of Vacancy 8
2.15(b)Filling Vacancies by Directors 8
2.15(c)Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers,
and Employees 9
3.00 SHAREHOLDERS> MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 10
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.04 Voting List 10
3.05 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 12
3.09(a)Quorum of Shareholders 12
3.09(b)Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 13
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a)Chairman 13
4.01(b)President 14
4.01(c)Vice President 14
4.01(d)Secretary 14
4.01(e)Treasurer 15
4.01(f)Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing Certificates Facsimile Signatures 18
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS 20
ARTICLE ONE CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporations Charter authorizes one hundred million
(100,000,000) common shares and 10,000,000 preferred shares par
value $0.001 to be issued. The officers and transfer agents
issuing shares of the Corporation shall ensure that the total
number of shares outstanding at any given time does not exceed
this number. Such officers and agents shall advise the Board at
least annually of the authorized shares remaining available to be
issued. No shares shall be issued for less than the par value
stated in the Charter. Each Charter provision shall be observed
until amended by Restated Articles or Articles of Amendment duly
filed with the Secretary of State.
1.02 REGISTERED AGENT AND OFFICE REQUIREMENT OF FILING CHANGES
WITH SECRETARY OF STATE
The address of the Registered Office provided in the Articles of
Incorporation, as duly filed with the Secretary of State for the
State of Colorado, is: 1210 South Glencoe Street, Denver,
Colorado 80246.
The name of the Registered Agent of the Corporation at such
address, as set forth in its Articles of Incorporation, is:
Jennifer Foss.
The Registered Agent or Office may be changed by filing a
Statement of Change of Registered Agent or Office or both with
the Secretary of State, and not otherwise. Such filing shall be
made promptly with each change. Arrangements for each change in
Registered Agent or Office shall ensure that the Corporation is
not exposed to the possibility of a default judgment. Each
successive Registered Agent shall be of reliable character and
Ill informed of the necessity of immediately furnishing the
papers of any lawsuit against the Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the
Corporation is hereby established as: 16125
Shawbrooke Road, SW, Calgary, Alberta T2Y 3B3 Canada. The
Corporation may have additional business offices within the State
of Colorado and where it may be duly qualified to do business
outside of Colorado, as the Board of Directors may from time to
time designate or the business of the Corporation may require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits
imposed by the Shareholders, may amend or repeal these Bylaws and
adopt new Bylaws. All amendments shall be upon advice of counsel
as to legality, except in emergency. Bylaw changes shall take
effect upon adoption unless otherwise specified. Notice of Bylaws
changes shall be given in or before notice given of the first
Shareholders meeting following their adoption.
ARTICLE TWO DIRECTORS AND DIRECTORS MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, and shall have the same
force and effect as a unanimous vote of Directors, if all members
of the Board consent in writing to the action. Such consent may
be given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by
the Business Corporation Act, Directors may participate in and
hold a meeting by means of conference call or similar
communication by which all persons participating can hear each
other. Participation in such a meeting shall constitute presence
in person at such meeting, except participation for the express
purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the business
office of the Corporation or at such other place within or
without the State of Colorado as may be designated by the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held, without
call or notice, immediately following each annual Shareholders
meeting, and at such other regularly repeating times as the
Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may be
called at any time by the President or, if the President is
absent or unable or refuses to act, by any Vice President or any
two Directors. Written notices of the special meetings, stating
the time and place of the meeting, shall be mailed ten days
before, or telegraphed or personally delivered so as to be
received by each Director not later than two days before, the day
appointed for the meeting. Notice of meetings need not indicate
an agenda. Generally, a tentative agenda will be included, but
the meeting shall not be confined to any agenda included with the
notice.
Meetings provided for in these Bylaws shall not be invalid for
lack of notice if all persons entitled to notice consent to the
meeting in writing or are present at the meeting and do not
object to the notice given. Consent may be given either before or
after the meeting.
Upon providing notice, the Secretary or other officer sending
notice shall sign and file in the Corporate Record Book a
statement of the details of the notice given to each Director.
If such statement should later not be found in the Corporate
Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors meeting, or adjournment
thereof, of a majority of the authorized number of Directors
shall be necessary to constitute a quorum to transact any
business, except to adjourn. If a quorum is present, every act
done or resolution passed by a majority of the Directors present
and voting shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors meeting to
meet again at a stated hour on a stated day. Notice of the time
and place where an adjourned meeting will be held need not be
given to absent Directors if the time and place is fixed at the
adjourned meeting. In the absence of a quorum, a majority of the
Directors present may adjourn to a set time and place if notice
is duly given to the absent members, or until the time of the
next regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the
Board, if there is such an officer, and if not, the President, or
in the Presidents absence, a Vice President designated by the
President, or in the absence of such designation, a Chairman
chosen by a majority of the Directors present, shall preside. The
Secretary of the Corporation shall act as Secretary of the Board
of Directors meetings. When the Secretary is absent from any
meeting, the Chairman may appoint any person to act as Secretary
of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board of
Directors, subject to limitations imposed by law, the Articles of
Incorporation, any applicable Shareholders agreement, and these
Bylaws.
2.10 BOARD COMMITTEES AUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and
one or more other committees to conduct the business and affairs
of the Corporation to the extent authorized. The Board shall have
the power at any time to change the powers and membership of,
fill vacancies in, and dissolve any committee. Members of any
committee shall receive such compensation as the Board of
Directors may from time to time provide. The designation of any
committee and the delegation of authority thereto shall not
operate to relieve the Board of Directors, or any member thereof,
of any responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and any
of its Directors (or any corporation or firm in which any of its
Directors are directly or indirectly interested) shall be valid
for all purposes notwithstanding the presence of that Director at
the meeting during which the contract or transaction was
authorized, and notwithstanding the Directors participation in
that meeting. Ther section shall apply only if the contract or
transaction is just and reasonable to the Corporation at the time
it is authorized and ratified, the interest of each Director is
known or disclosed to the Board of Directors, and the Board
nevertheless authorizes or ratifies the contract or transaction
by a majority of the disinterested Directors present. Each
interested Director is to be counted in determining whether a
quorum is present, but shall not vote and shall not be counted in
calculating the majority necessary to carry the vote. This
section shall not be construed to invalidate contracts or
transactions that would be valid in its absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be no more than
fifteen (15) or less than one (1). No Director need be a resident
of Colorado or a Shareholder. The number of Directors may be
increased or decreased from time to time by amendment to these
Bylaws. Any decrease in the number of Directors shall not have
the effect of shortening the tenure, which any incumbent Director
would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their successors
are elected and qualified. Election for all Director positions,
vacant or not vacant, shall occur at each annual meeting of the
Shareholders and may be held at any special meeting of
Shareholders called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be
removed from office by a vote of Shareholders holding a majority
of the outstanding shares entitled to vote at an election of
Directors. However, if less than the entire Board is to be
removed, no one of the Directors may be removed if the votes cast
against her removal would be sufficient to elect him if then
cumulatively voted at an election of the entire Board of
Directors. No director may be so removed except at an election of
the class of Directors of which he is a part. If any or all
Directors are so removed, new Directors may be elected at the
same meeting. Whenever a class or series of shares is entitled to
elect one or more Directors under authority granted by the
Articles of Incorporation, the provisions of this Paragraph apply
to the vote of that class or series and not to the vote of the
outstanding shares as a whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the
occurrence of any of the following events: (a) the death,
resignation, or removal of any Director; (b) an increase in the
authorized number of Directors; or (c) the failure of the
Shareholders to elect the full authorized number of Directors to
be voted for at any annual, regular, or special Shareholders
meeting at which any Director is to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the
office of a Director if the Director: (a) is adjudged incompetent
by a court order; (b) is convicted of a crime involving moral
turpitude; (c) or fails to accept the office of Director, in
writing or by attending a meeting of the Board of Directors,
within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number of
Directors may be filled temporarily by majority vote of the
remaining Directors, though less than a quorum, or by a sole
remaining Director. Each Director so elected shall hold office
until a qualified successor is elected at a Shareholders meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused by
an increase in the number of Directors shall be filled by the
Shareholders at the next annual meeting or at a special meeting
called for that purpose. Upon the resignation of a Director
tendered to take effect at a future time, the Board or the
Shareholders may elect a successor to take office when the
resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation for their services as
Directors as shall be determined from time to time by resolution
of the Board. Any Director may serve the Corporation in any other
capacity as an officer, agent, employee, or otherwise, and
receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay or
reimburse any present or former Director or officer of the
Corporation any costs or expenses actually and necessarily
incurred by that officer in any action, suit, or proceeding to
which the officer is made a party by reason of holding that
position, provided, however, that no officer shall receive such
indemnification if finally adjudicated therein to be liable for
negligence or misconduct in office. This indemnification shall
extend to good-faith expenditures incurred in anticipation of
threatened or proposed litigation. The Board of Directors may in
proper cases, extend the indemnification to cover the good-faith
settlement of any such action, suit, or proceeding, whether
formally instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf of
any Director, officer, employee, or agent of the Corporation, or
on behalf of any person serving at the request of the Corporation
as a Director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other
enterprise, against any liability asserted against that person
and incurred by that person in any such corporation, whether or
not the Corporation has the poIr to indemnify that person against
liability for any of those acts.
ARTICLE THREE SHAREHOLDERS MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders
under any provision of the Colorado Business Corporation Act may
be taken without a meeting if authorized by a consent or waiver
filed with the Secretary of the Corporation and signed by all
persons who would be entitled to vote on that action at a
Shareholders meeting. Each such signed consent or waiver, or a
true copy thereof, shall be placed in the Corporate Record Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and by
the Business Corporation Act, Shareholders may participate in and
hold a meeting by means of conference call or similar
communication by which all persons participating can hear each
other. Participation in such a meeting shall constitute presence
in person at such meeting, except participation for the express
purpose of objecting to the transaction of any business on the
ground that the meeting is not lawfully called or convened.
3.03 PLACE OF MEETINGS
Shareholders meetings shall be held at the business office of the
Corporation, or at such other place within or without the State
of Colorado as may be designated by the Board of Directors or the
Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling a
Shareholders Meeting. shall give notice, or cause it to be given,
in writing to each Director and to each Shareholder entitled to
vote at the meeting at least ten (10) but not more than sixty
(60) days before the date of the meeting. Such notice shall state
the place, day, and hour of the meeting, and, in case of a
special meeting, the purpose or purposes for which the meeting is
called. Such written notice may be given personally, by mail, or
by other means. Such notice shall be addressed to each recipient
at such address as appears on the Books of the Corporation or as
the recipient has given to the Corporation for the purpose of
notice. Meetings provided for in these Bylaws shall not be
invalid for lack of notice if all persons entitled to notice
consent to the meeting in writing or are present at the meeting
in person or by proxy and do not object to the notice given,
Consent may be given either before or after the meeting. Notice
of the reconvening of an adjourned meeting is not necessary
unless the meeting is adjourned more than thirty days past the
date stated in the notice, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting.
Notice may be waived by written waivers signed either before or
after the meeting by all persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days before each
Shareholders meeting, the officer or agent having charge of the
Corporations share transfer books shall make a complete list of
the Shareholders entitled to vote at that meeting or any
adjournment thereof, arranged in alphabetical order, with the
address and the number of shares held by each. The list shall be
kept on file at the Registered Office of the Corporation for at
least ten (10) days prior to the meeting, and shall be subject to
inspection by any Director, officer, or Shareholder at any time
during usual business hours. The list shall also be produced and
kept open at the time and place of the meeting and shall be
subject, during the whole time of the meeting, to the inspection
of any Shareholder. The original share transfer books shall be
prima facie evidence as to the Shareholders entitled to examine
such list or transfer books or to vote at any meeting of
Shareholders. HoIver, failure to prepare and to make the list
available in the manner provided above shall not affect the
validity of any action taken at the meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled to
one (1) vote on each matter submitted to a vote at a meeting of
Shareholders, except to the extent that the voting rights of the
shares of any class or classes are limited or denied pursuant to
the Articles of Incorporation. A Shareholder may vote in person
or by proxy executed in writing by the Shareholder, or by the
Shareholders duly authorized attorney-in-fact.
3.07 CUMULATIVE VOTING
Cumulative voting is expressly forbidden
3.08 PROXIES
A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or her or her duly authorized attorney
in fact. Unless otherwise provided in the proxy or by law, each
proxy shall be revocable and shall not be valid after eleven (11)
months from the date of its execution,
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in
person or by proxy) of the persons who are entitled to vote a
majority of the outstanding voting shares on that matter shall
constitute the quorum necessary for the consideration of the
matter at a Shareholders meeting. The vote of the holders of a
majority of the shares entitled to vote on the matter and
represented at a meeting at which a quorum is present shall be
the act of the Shareholders meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or upon
the withdrawal of enough Shareholders to leave less than a
quorum; other than to adjourn the meeting from time to time by
the vote of a majority of the shares represented at the meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a
Shareholder demands election by ballot before the voting begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President,
or, in the Presidents absence, a Vice President designated by the
President, or, in the absence of such designation, any other
person chosen by a majority of the Shareholders of the
Corporation present in person or by proxy and entitled to vote.
The Secretary of the Corporation, or, in the Secretarys absence,
an Assistant Secretary, shall act as Secretary of all meetings of
the Shareholders. In the absence of the Secretary or Assistant
Secretary, the Chairman shall appoint another person to act as
Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the
Shareholders of the Corporation, for the purpose of electing
Directors and for the transaction of any other business as may
come before the meeting, shall be set from time to time by a
majority vote of the Board of Directors. If the day fixed for the
annual meeting shall be on a legal holiday in the State of
Colorado, such meeting shall be held on the next succeeding
business day. If the election of Directors is not held on the day
thus designated for any annual meeting, or at any adjournment
thereof, the Board of Directors shall cause the election to be
held at a special meeting of the Shareholders as soon thereafter
as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders Meeting is
not held, any Shareholder may apply to a court of competent
jurisdiction in the county in which the principal office of the
Corporation is located for a summary order that an annual meeting
be held.
3.14 SPECIAL MEETINGS
A special Shareholders meeting may be called at any time by. (a)
the President; (b) the Board of Directors; or (c) one or more
Shareholders holding in the aggregate one-tenth or more of all
the shares entitled to vote at the meeting. Such meeting may be
called for any purpose. The party calling the meeting may do so
only by written request sent by registered mail or delivered in
person to the President or Secretary. The officer receiving the
written request shall within ten (10) days from the date of its
receipt cause notice of the meeting to be sent to all the
Shareholders entitled to vote at such a meeting. If the officer
does not give notice of the meeting within ten (10) days after
the date of receipt of the written request, the person or persons
calling the meeting may fix the time of the meeting and give the
notice. The notice shall be sent pursuant to Section 3.04 of
these Bylaws. The notice of a special Shareholders meeting must
state the purpose or purposes of the meeting and, absent consent
of every Shareholder to the specific action taken, shall be
limited to purposes plainly stated in the notice, notwithstanding
other provisions herein.
ARTICLE FOUR OFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a
Secretary, as required by law. The Corporation may also have, at
the discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, a Treasurer, one or more
Assistant Secretaries, and one or more Assistant Treasurers. One
person may hold any two or more offices, including President and
Secretary. All officers shall be elected by and hold office at
the pleasure of the Board of Directors, which shall fix the
compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if
present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may from
time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given to
the Chairman, if there is one, by the Board of Directors, 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. The President shall have the general
powers and duties of management usually vested in the office of
President of a corporation; shall have such other powers and
duties as may be prescribed by the Board of Directors or the
Bylaws; and shall be ex officio a member of all standing
committees, including the executive committee, if any. In
addition, the President shall preside at all meetings of the
Shareholders and in the absence of the Chairman, or if there is
no Chairman, at all meetings of the Board of Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such duties
as from time to time may be prescribed by these Bylaws, by the
Board of Directors, or by the President. In the absence or
disability of the President, the senior or duly appointed Vice
President, if any, shall perform all the duties of the President,
pending action by the Board of Directors when so acting, such
Vice President shall have all the powers of, and be subject to
all the restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
A. See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law. In case of the
absence or disability of the Secretary. or the Secretarys refusal
or neglect to act, notice may be given and served by an Assistant
Secretary or by the Chairman, the President, any Vice President,
or by the Board of Directors.
B. Keep the minutes of corporate meetings, and the Corporate
Record Book, as set out in Section 7.01 hereof.
C. Maintain, in the Corporate Record Book, a record of all
share certificates issued or canceled and all shares of the
Corporation canceled or transferred.
D. Be custodian of the Corporations records and of any seal,
which the Corporation may from time to time adopt. when the
Corporation exercises its right to use a seal, the Secretary
shall see that the seal is embossed on all share
certificates prior to their issuance and on all documents
authorized to be executed under seal in accordance with the
provisions of these Bylaws.
E. In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws,
by these Bylaws generally, by the Board of Directors, or by
the President.
4.01(e) TREASURER
The Treasurer shall:
F. Have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and deposit all
funds in the name of the Corporation in those banks, trust
companies, or other depositories that shall be selected by
the Board of Directors.
G. Receive, and give receipt for, monies due and payable to the
Corporation.
H. Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors,
taking proper vouchers for those disbursements.
I. If required by the Board of Directors or the President, give
to the Corporation a bond to assure the faithful performance
of the duties of the Treasurers office and the restoration
to the Corporation of all corporate books, papers, vouchers,
money, and other property of whatever kind in the Treasurers
possession or control, in case of the Treasurers death,
resignation, retirement, or removal from office. Any such
bond shall be in a sum satisfactory to the Board of
Directors, with one or more sureties or a surety company
satisfactory to the Board of Directors.
J. In general, perform all the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and 7.05 of these
Bylaws, by these Bylaws generally, by the Board of
Directors, or by the President.
4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such
powers and perform such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or President may
prescribe. In case of the absence of the Secretary or Treasurer,
the senior Assistant Secretary or Assistant Treasurer,
respectively, may perform all of the functions of the Secretary
or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by vote
of a majority of the 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 committee or officer upon whom that
power of removal may be conferred by the Board of Directors. Such
removal shall be without prejudice to the contract rights, if
any, of the person removed. Any officer may resign at any time by
giving written notice to the Board of Directors, the President,
or the Secretary of the Corporation. Any resignation shall take
effect on the date of the receipt of that notice or at any later
time specified therein, and, unless otherwise specified therein,
the acceptance of that resignation shall not be necessary to make
it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or
otherwise, the Board of Directors may elect an acting successor
to hold office for the unexpired term or until a permanent
successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time to time
by the Board of Directors, and no officer shall be prevented from
receiving a salary by reason of the fact that the officer is also
a Shareholder or a Director of the Corporation, or both.
ARTICLE FIVE - AUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of
instruments. The Board of Directors, except as otherwise provided
in these Bylaws, may additionally authorize any officer or
officers, agent or agents, to enter into any contract or execute
and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to
specific instances. Unless expressly authorized by these Bylaws
or the Board of Directors, no officer, agent, or employee shall
have any power or authority to bind the Corporation by any
contract or engagement nor to pledge its credit nor to render it
peculiarly liable for any purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds,
deeds of trust, mortgages, pledges, and other evidences of
indebtedness of the Corporation, other corporate documents, and
certificates of ownership of liquid assets held by the
Corporation shall be signed or endorsed by the President or any
Vice President and by the Secretary or the Treasurer, unless
otherwise specifically determined by the Board of Directors or
otherwise required by law.
ARTICLE SIX - ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of
shares, or both. Any of these classes or series may have full,
limited, or no voting rights, and may have such other
preferences, rights, privileges, and restrictions as are stated
or authorized in the Articles of Incorporation. All shares of any
one class shall have the same voting, conversion, redemption, and
other rights, preferences, privileges, and restrictions, unless
the class is divided into series, If a class is divided into
series, all the shares of any one series shall have the same
voting, conversion, redemption, and other. rights, preferences,
privileges, and restrictions. There shall always be a class or
series of shares outstanding that has complete voting rights
except as limited or restricted by voting rights conferred on
some other class or series of outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be issued
by the Corporation until the full amount of the consideration has
been received when the consideration has been paid to the
Corporation, the shares shall be deemed to have been issued and
the certificate representing the shares shall be issued to the
shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed from
time to time by the Board of Directors, but not less than the par
value stated in the Articles of Incorporation. The consideration
paid for the issuance of shares shall consist of money paid,
labor done, or property actually received, and neither promissory
notes nor the promise of future services shall constitute payment
nor partial payment for shares of the Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the former
certificate for the shares represented thereby shall have been
surrendered and canceled, except that replacements for lost or
destroyed certificates may be issued, upon such terms,
conditions, and guarantees as the Board may see fit to impose,
including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s)
designated by the Board of Directors. The signatures of the
foregoing officers may be facsimiles. If the officer who has
signed or whose facsimile signature has been placed on the
certificate has ceased to be such officer before the certificate
issued, the certificate may be issued by the Corporation with the
same effect as if he or she Ire such officer on the date of its
issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents or
transfer clerks, and one or more registrars, at such times and
places as the requirements of the Corporation may necessitate and
the Board of Directors may designate. Each registrar appointed,
if any, shall be an incorporated bank or trust company, either
domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of the
Corporation shall be deemed the owner thereof as regards the
Corporation, provided that whenever any transfer of shares shall
be made for collateral security, and not absolutely, and prior
written notice thereof shall be given to the Secretary of the
Corporation, or to its transfer agent, if any, such fact shall be
stated in the entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable
doubt as to the right of the person seeking the transfer, the
Corporation or its transfer agent, before recording the transfer
of the shares on its books or issuing any certificate therefor,
may require from the person seeking the transfer reasonable proof
of that persons right to the transfer. If there remains a
reasonable doubt of the right to the transfer, the Corporation
may refuse a transfer unless the person gives adequate security
or a bond of indemnity executed by a corporate surety or by two
individual sureties satisfactory to the Corporation as to form,
amount, and responsibility of sureties. The bond shall be
conditioned to protect the Corporation, its officers, transfer
agents, and registrars, or any of them, against any loss, damage,
expense, or other liability for the transfer or the issuance of a
new certificate for shares.
ARTICLE SEVEN - CORPORATE RECORDS AND ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such other
place as the Board of Directors may order, a book recording the
minutes of all meetings of its Shareholders and Directors, with
the time and place of each meeting, whether such meeting was
regular or special, a copy of the notice given of such meeting,
or of the written waiver thereof, and, if it is a special
meeting, how the meeting was authorized. The record book shall
further show the number of shares present or represented at
Shareholders meetings, and the names of those present and the
proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or at the
office of the transfer agent, a share register showing the names
of the Shareholders, their addresses, the number and class of
shares issued to each, the number and date of issuance of each
certificate issued for such shares, and the number and date of
cancellation of every certificate surrendered for cancellation.
The above information may be kept on an information storage
device such as a computer, provided that the device is capable of
reproducing the information in clearly legible form. If the
Corporation is taxed under Internal Revenue Code Section 1244 or
Subchapter S, the Officer issuing shares shall maintain the
appropriate requirements regarding issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use
of, or discontinue the use of, such corporate seal as it deems
desirable, and the appropriate officers shall cause such seal to
be affixed to such certificates and documents as the Board of
Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of
its properties and business transactions, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus, and shares. The corporate bookkeeping
procedures shall conform to accepted accounting practices for the
Corporations business or businesses. subject to the foregoing,
The chart of financial accounts shall be taken from, and designed
to facilitate preparation of, current corporate tax returns. Any
surplus, including earned surplus, paid-in surplus, and surplus
arising from a reduction of stated capital, shall be classed by
source and shown in a separate account. If the Corporation is
taxed under Internal Revenue Code Section 1244 or Subchapter S,
the officers and agents maintaining the books of account shall
maintain the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporations
books or records may be required to first sign an affidavit that
the demanding party will not directly or indirectly participate
in reselling the information and will keep it confidential other
than in use for proper purposes reasonably related to the
Directors or Shareholders role. A Director who insists on
examining the records while refusing to sign this affidavit
thereby resigns as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the
Board of Directors and approved by the Internal Revenue Service.
The Treasurer shall forthwith arrange a consultation with the
Corporations tax advisers to determine whether the Corporation is
to have a fiscal year other than the calendar year. If so, the
Treasurer shall file an election with the Internal Revenue
Service as early as possible, and all correspondence with the
IRS, including the application for the Corporations Employer
Identification Number, shall reflect such non-calendar year
election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by
execution of a written waiver of notice executed by the person
entitled to the notice. The waiver may be signed before or after
the meeting.
ARTICLE EIGHT - ADOPTION OF INITIAL BYLAWS
The Board of Directors adopted the foregoing bylaws on February
29, 2000.
/S/ Lance R. Larsen
Director
Attested to, and certified by: /S/ Lance R. Larsen, Secretary
