<PAGE>
U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 200549
FORM 10-SB
General Form for Registration of Securities of
Small Business Issuers
Under Section 12(b) of (g) of the Securities Exchange Act of 1934
Press Realty Advisors Corporation
(Name of Small Business Issuer in its charter)
Nevada 91-1715373
------------ ------------------
(State of Incorporation) (IRS Employer identification No.)
939 South 3/rd/ West, Salt Lake City, Utah 84115
- - ------------------------------------------ -------------
Address of Principal Executive Offices)
(Zip Code)
801-994-8474
----------------
Securities to be registered pursuant to 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
------------------- ------------------------------
None N/A
- - -------------------- ------------------------------
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
- - --------------------------------------------------------------------------------
(Title of class)
<PAGE>
Part 1.
Item 1. Description of Business
The Company is filing this Form 10-SB on a voluntary basis for the
purpose of making available to the public and to the brokerage community
sufficient information on the Company so as to make an informed decision as to
their decision to take a position in the company. The Company will voluntarily
file periodic reports even if its obligation to file such reports is suspended
under the exchange act.
Press Realty Advisors L.L.C. the Company's predecessor, was
incorporated on October 15, 1998. Pursuant to resolution dated June 15, 1999
adopted by the sole remaining officer and director of Tercero Corporation, a
Nevada corporation, an agreement and plan of exchange was entered into between
Press Realty Advisors L.L.C. and Tercero by which Tercero acquired all of the
assets of Press Realty Advisors, L.L.C. subject to its existing liabilities.
Further, pursuant to the exchange agreement, the name of Tercero was changed to
Press Realty Advisors Corporation. Press Realty Advisors Corporation is engaged
in the business of buying, developing, owning, syndicating and selling realty as
well as real estate management. The Company is a development stage company. The
Company's management, while having considerable business experience, had only
recently started Press Realty Advisors L.L.C.
There have been no bankruptcy proceedings involving any of the companies. The
company is in the process of developing into a full service real estate
development and management company. Its present officers and directors have
considerable experience in real estate, as well as substantial contacts for the
acquisition of real property.
The Company has been trying to solidify a position in the development
and marketing of real estate, and is presently the owner of certain real estate
set out in the business section herein.. The Company is trying to obtain funding
for its operation through private lenders or banks, but to date has not been
able to acquire any such financing, and unless the company can obtain additional
financing it will not be able to carry out its objectives. There are no
understandings between the Company or any of its officers or directors with any
lenders with respect to any financing. The Company and its officers and
directors are willing to personally guarantee the loans being sought, but
nothing has been obtained to date, and the prospect of any loan in the future is
not optimistic. If the Company is able to obtain financing,, the terms may be so
high as to be prohibitive, but a loan is still being pursued at this time.
The Company may attempt to do a private placement to obtain additional
working capital in the event that it is unable to obtain conventional financing
through banks or other institutions or venture capitalists.
The Company's executive offices are located at 1939 South 3rd West, Salt Lake
City, Utah 84115: telephone number (801) 994-8474.
Business of the Issuer
- - ----------------------
General
The focus of the Company will be on the expansion of its inventory of
marketable real estate as well as real estate management both for itself and for
others on a fee or commission basis. It presently owns three parcels of real
estate located in Magna, Utah, Salt Lake City, Utah and Tooele, Utah. The
Company has MAI appraisals on each of the properties.
The existing properties are located at (1) 3588 South 7200 West, Magna,
Utah and has an appraised value of $370,000 and is 1.82acres. (2) 1350 North
2200 West, Salt Lake City, Utah and has an appraised value of $1,400,000 and
consists of 7.625 acres. Press Realty Advisors is in the initial stages in
developing a 50,000 square foot office/warehouse facility on this site, 30,000
square feet of which PRA has a letter of intent from a Engineering
<PAGE>
Company for lease of this space. The Company has presold the building for
3,000,000 and will close on the sale when the building is complete, in
approximately September of 2000. This will net PRA approximately $713,000. (3)
It is anticipated that the Wingers restaurant will produce a net operating
income of approximately $81,600 per year. The restaurant is leased to Wing West
Inc., a franchise group, on a 20-year Net Net Net lease. PRA also owns 2,750 sq.
foot retail pad adjacent to the restaurant. The Company has a letter of intent
from Fantastic Sam's for approximately half of this space and is expecting a
letter of intent from Quizno's for the remaining half by the end of March. This
retail pad will produce a net operating+ income of approximately $39,875 per
year. The Companies equity in both of these projects when complete is
approximately $1,385,000. (4) The Company is under contract to purchase 28.668
acres at 1700 North 2200 West, Salt Lake City, Utah, directly north of the 1350
North 2200 west property the Company currently owns.
The Company intends to seek out other real estate opportunities for
development, but the amount of the acquisitions by the Company will depend on
its ability to raise additional capital for its operations. The Company is in
negotiations with both commercial and private investors to obtain additional
working capital, but nothing has been finalized at this point, and there can be
no assurance that the Company will be able to raise additional financing or that
if it can, that it will be at an economically reasonable rate.
PRODUCTS AND SERVICES
The Company, as part of it's operational and marketing strategy, will
focus primarily on innovations that have proven capability and existing
applications. The primary source of new business will be through the acquisition
and development of new properties. The Company intends to attempt to acquire
wholly owned properties as well as to acquire an interest in other properties
with other investors on a joint venture arrangement.
Competition
The Company will be competing with numerous other real estate
developers, many of which are much better financed, and have far greater
management, decision making and developmental skills than the Company. Due to
the competitive nature of the Company's business, it will be at a very
substantial competitive disadvantage when attempting to acquire prime real
estate, attract primary tenants or investors, and enter into advantageous
construction contracts through which to develop its properties, as well as
market such finished projects as it may be able to develop. Because of its
competitive disadvantages, it will be difficult for the Company to obtain a
profitable market share or maintain any market share.
Customers
At present, the Company has not established any relationships other
than the lease with the Wings West Group. When and if such relationships are
established, the Company's related revenues will be primarily generated from the
sale or leasing of the property that it will be able to acquire and develop. No
guarantee can be given that the Company will be able to acquire or develop any
real properties sufficient to create any such relationships.
Employees
As of the date of the Registration Statement, the Company employs three
persons consisting of its three executive officers. None of these employees are
represented by a union or subject to a collective bargaining agreement. The
Company has not experienced a work stoppage and the Company believes that its
relationship with its employees is good.
<PAGE>
Management's Discussion and Analysis or Plan of operation
The company will have a minimum cash flow from operations which will
allow it to continue operation, but not to acquire other properties or enter
into other development projects. In order to make such acquisitions, the Company
will need to acquire investment capital or other financing, and there is no
assurance that such capital or financing will be available or if available that
it will be on such terms as are economically practical.
It is the intention of the Company's officers and directors to seek out
financing and investors on an economically practicable level for the acquisition
and development of real estate projects.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the
beneficial ownership of the shares of Common Stock as of January 1, 2000 by (I)
each person who is known by the Company to be the beneficial owner of more than
five percent (5%) of the issued and outstanding shares of Common Stock, (ii)
each of the Company's directors and executive officers and (iii) all directors
and executive officers as a group.
<TABLE>
<CAPTION>
Name Number of Shares Percentage Owned
- - ---- ---------------- ----------------
<S> <C> <C>
David J. Murdock 9,600,000 40.0%
Christian Seegmiller 4,800,000 20.0%
Matthew Seegmiller 4,800,000 20.0%
Officers and Directors as a group 19,200,000 80.0%
</TABLE>
The company intends to establish a stock option program that will be based upon
the performance of the Companies profitability. Once the Company starts full
operation the directors will establish an option program for all officers and
employees.
Item 5. Directors, Executive Officers, Promoters and Control Persons
Set forth below are the directors and officers of the Company.
<TABLE>
<CAPTION>
Name Age Position
- - -------- ----- ------------
<S> <C> <C>
David J. Murdock 51 Chairman, CEO and Director
Matthew Seegmiller 30 President and Director
Christian Seegmiller 30 Vice President and Director
</TABLE>
David J. Murdock is the Chairman of the Board and Chief Executive Officer of the
- - ----------------
Company. For the past 5 years he has been President of Custom Neckwear and T. W.
Customs which is a manufacturer of custom silk products. In addition, he has
worked as a consultant in real estate acquisitions and property management. He
has recently been the real estate acquisition consultant for Medical Resources
Technologies out of Seattle, Washington. From 1990 to 1992 he was a Disposition
Officer for Clark Financial Corporation in salt Lake City, Utah. He was
responsible the disposition of Clark Financial's syndicated income properties.
In 1989 he was the National Director of Acquisitions and Dispositions for
Atlantic Associates Inc., located in Birmingham, Michigan. His responsibilities
included property selection, analysis and management of all acquisitions and
dispositions nationwide. From 1987 to 1988 he was the Mid-West Acquisition
Director for J. M. Jayson Company (Realmark
<PAGE>
Properties) located in Buffalo, New York. His responsibilities included property
selection, review, analysis and negotiations for income producing properties in
the Mid-West United States. Between 1987 and 1992 he was responsible for the
acquisition and disposition of over $150,000,000 in income properties. From 1982
to 1984 he was the Real Estate Manager for the Church of Jesus Christ of Latter-
day Saints in the Northeastern United States and Eastern Canada. During the
early 1980's he was President and Managing Director of D. J. Murdock
Construction Inc. a General Contractor in Utah. Prior to that he served as a
Company Commander in the United States Marine Corp. where he achieved the rank
of Captain. During 1972 and 1973 he pursued a Master of Business degree from
Chapman College in southern California. From 1965 through 1970 he was a student
at the University of Utah. In 1970 he was awarded a Bachelors of Science Degree
in Economics from the University of Utah.
Matthew Seegmiller is President of Press Realty Advisors. For the past year
- - ------------------
he has been directly involved in the acquisition and analysis of all Press
Realty's properties. However, his main responsibilities have primarily included
logistical matters associated with the business. He is currently in the process
of becoming CCIM certified ( Certified Commercial Investment Member). CCIM was
designee by the Commercial Investment Real Estate Institute. This membership
qualification is the premier education system in the industry, providing
practical and expert technique skills to negotiate the sale or purchase of
properties, manage, lease negotiations, conduct property or site analysis and
spearhead marketing programs. Previously he was the President and co-owner of
Salties Designs, the company that he and Christian Seegmiller started. His
primary duties were the overseeing all sales ad marketing activities. From 1995
to 1998 he was a salesman for 3Com Corporation selling networking hardware
equipment. During this period, his responsibilities included regional account
sales responsibilities into higher education and state, local and federal
agencies in the Western U.S. From 1994 to 1995 he worked for the Associates
Financial Company in the consumer credit department. Prior to 1994 he was a
student at the University of Utah where he received his Bachelor of Science
degree in Psychology.
Christian J. Seegmiller is Vice-President of Press Realty Advisors. From 1997 to
- - -----------------------
the present he has been the CEO and co-owner of Salties Designs. Salties Designs
imports and sells custom advertising and promotional products to corporate end
users. His clients include many national and multi-national companies. As CEO,
his responsibilities include accounting and financial analysis of the company,
overseeing marketing,, sales and production. Specifically, this includes
overseeing and managing all receivables, payables, inventory controls and cash
flow analysis. He was heavily involved in raising funds and managing the
company's line of credit and other liabilities. He also maintained all of the
company's accounting records.
From 1992-1996 he was the Director of Sales and Marketing for
Carpendiem International. His responsibilities included managing their
promotional products division. This included hiring and training in-house and
independent distributors, selling to wholesale accounts and distributors within
the Advertising Specialty Institute. Under his leadership in the advertising and
promotion division, sales went from nothing to over 1.3 million in 1996. Prior
to 1992 he was a full time student at the University of Utah majoring in
sociology. He is currently becoming CCIM certified for commercial real estate
and is co-handling all accounting and financial matters for the Company
Family Relationships
There is a family relationships between Christian J. Seegmiller and Matthew
Seegmiller. They are brothers.
Involvement In Certain Legal Proceedings
None of the officers or directors of the company have been involved in
any operation that resulted in the filing of a bankruptcy.
Further, none of them have been convicted of any criminal proceeding,
nor are the subject of any pending criminal proceeding.
None of them have been the subject of any prohibition of injunction
involving any type of business, securities or banking operation, nor found by
any court to have violated any federal or state securities or
<PAGE>
commodity laws.
Market for the Company's Common Stock
- - -------------------------------------
There are no plans, proposals, arrangements or understandings with any
person with regard to the development of a trading market in any of the
Company's securities.
Item 6. Executive Compensation
Cash compensation of Executive Officers. The following table sets forth
the cash compensation paid by the Company to its Chief Executive Officer and to
all other executive officers for services rendered during the fiscal year ended
<TABLE>
<CAPTION>
Other Annual
Name and Position Year Salary Bonus Compensation
---------------------- ------- -------------- --------- --------------------
<S> <C> <C> <C> <C>
David J. Murdock 1999 $96,480 $ -0- -0-
Christian J. Seegmiller -0- -0- -0-
Matthew Seegmiller 38,600 -0- -0-
</TABLE>
The Company intends to continue paying salaries to its executive officers at
such time as it commences revenue producing operations so as to allow it to be
able to pay salaries to its officers when the Company is in full operations.
Compensation of Directors. At the present time, directors receive no
compensation for serving as directors of the Company. However, the Company may
in the future begin to compensate its non-officer directors. All directors
receive reimbursement for out-of -pocket expenses in attending Board of
Directors meetings. From time to time the Company may engage certain members of
the Board of Directors to perform services on behalf of the Company and will
compensate such persons for the services which they perform.
There are no preliminary agreements or understandings with respect to
employment agreements with officers and directors. There are no written
agreements covering any of the employees of the Company and all employees serve
on an at will basis.
Further, there is no life insurance covering any of the officers and
directors.
Item 7. Certain Relationships and Related Transactions
None of the Officers, directors or family members of the class have or
are anticipated to be involved in any transaction that would result in a
material benefit to the class or member. However, Christian and Matthew
Seegmiller are brothers, officers, directors and shareholders of the Company.
Item 8. Description of Securities
The Company is authorized to issue 50,000,000 shares of Common Stock,
$.001 par value, of which, as of June 30, 1999, 20,000,000 shares were issued
and outstanding and beneficially held by 291 shareholders. Holders of shares of
Common Stock are entitled to one vote per share on all matters to be voted upon
by the stockholders generally. The approval of proposals submitted to
stockholders at a meeting other than for the election of directors requires the
favorable vote of a majority of the shares voting, except in the case of certain
fundamental matters (such as certain amendments to the Articles of
Incorporation, and certain mergers and reorganizations), in which case
<PAGE>
Nevada law and the Company's by-laws require the favorable vote of at least a
majority of all outstanding shares. Stockholders are entitled to receive such
dividends as may be declared from time to time by the Board of Directors out of
funds legally available therefor, and in the event of liquidation, dissolution
or winding up of the Company to share ratably in all assets remaining after
payment of liabilities. The holders of shares of common Stock have no
preemptive, conversion, subscription or cumulative voting rights.
Part II
Item 1. Market Price of and Dividends on the Registrant's Common Stock
The Company's Common Stock has not been listed on any exchange at the
present time. It is the intention of the company, upon the filing of this form
10 to apply for listing on the NASDAQ bulletin board.
As of September 30, 1998 there were approximately 284 record holders of
the Company's Common Stock.
The Company has not paid any cash dividends since its inception and
does not contemplate paying any dividends in the foreseeable future. It is
anticipated that earnings, if any, will be retained for the operation of the
Company's business.
Item 2. Legal Proceedings
There are no pending legal proceedings to which the Company is a party
or to which the property interests of the Company are subject.
Item 3. Changes in and Disagreements with Accountants
Inapplicable.
The Company's operations are not affected by the YK2 problems. It is in
compliance with all of the year 2000 problems.
Item 4. Recent Sales of Unregistered Securities
Not applicable.
Item 5. Indemnification of Directors and Officers
Nevada Statutes
- - ---------------
Section 78.751 of the Nevada General Corporation Law provides for the
indemnification of the Company's officers, directors and corporate agents under
certain circumstances as follows:
1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was 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 expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or it equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best interest
of the corporation, and that, with respect to any
<PAGE>
criminal action or proceeding, he had reasonable cause to believe that this
conduct was lawful.
2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action of
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was 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 expenses, including amounts paid in
settlement and attorneys' fees actually paid and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsection 1 and 2, or in defense of
any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorney's fees, actually and reasonably incurred by
him in connection with the defense.
4. Any indemnification under subsection 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceed;
(c) If a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding so orders, by independent
legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties
to the act, suit or proceeding cannot be obtained, by independent legal counsel
in a written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this subsection do not affect
any rights to advancement of expenses to which corporate personnel other than
directors or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either an action in
his official capacity or an action in another capacity while holding his office,
except that indemnification, unless ordered by a court pursuant to subsection 2
or for the advancement of expenses made pursuant to subsection 5, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct,
<PAGE>
fraud or knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such person.
Bylaws
- - ------
The Company's Bylaws provide for the permissive indemnification of the
Company's officers and directors under certain circumstances as follows:
(a) Right of Indemnity. To the full extent permitted by law, this
------------------
corporation shall indemnify its directors, officers, employees and other persons
described in Subsection 78.751 of the Nevada Revised Statutes, including persons
formerly occupying any such position, against all expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred by them in
connection with any "proceeding," as that term is use in such Subsection and
including an action by or in the right of the corporation to prove a judgment in
its favor, by reason of the fact that such person is or was a person described
by such Subsection. "Expenses", as used in this Bylaw, shall have the same
meaning as in Section 78.751 of the Nevada Revised Statutes.
(b) Approval of Indemnity. Upon written requests to the Board of
---------------------
Directors by any person seeking indemnity under Section 78.751 of the Nevada
Revised Statutes, the Board shall promptly determine whether such person has met
the applicable standard of conduct set forth in such Subsection. If the Board
determines the person seeking indemnity has not met such standard of conduct,
the Board shall promptly call a meeting of shareholders at which the
shareholders shall determine whether the person seeking indemnity has met such
standard of conduct.
(c) Advancement of Expenses. To the full extent permitted by law and
-----------------------
except as shall otherwise be determined by the Board of Directors in the
specific instance, expenses incurred by a person seeking indemnity under this
Bylaw in defending any proceeding covered by this Bylaw shall be advanced by the
corporation prior to the final disposition of the proceeding upon receipt of an
undertaking by or on behalf of such person to repay such amount unless it shall
ultimately be determined that such person is entitled to be indemnified by the
corporation therefore.
<PAGE>
Index to financial statements
<TABLE>
<S> <C>
Independent Auditors' Report................................................................... F-1
Consolidated Balance Sheet at June 30 and December 31, 1999.................................... F-2
Consolidated Statements of Operation for the fiscal year ended June 30, 1999 and First
Quarter December 31, 1999...................................................................... F-3
Consolidated Statements of Stockholders Equity (Deficit) for the fiscal year ended June 30,
1999........................................................................................... F-4
Consolidated Statements of Cash Flows for the fiscal year ended June 30, 1999................. F-5
Notes to Consolidated Financial Statements..................................................... F-6
</TABLE>
<PAGE>
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, hereunto duly authorized.
PRESS REALTY ADVISORS CORPORATION.
A Nevada corporation
Date: March 28, 2000 By: /s/ Matthew Seegmiller
------------------------------
Matthew Seegmiller, President
<PAGE>
Part III
Item 1. Index to Exhibits
3.1 Articles of Incorporation of the Company
3.2 Amendments to the Articles of Incorporation of the Company
3.3 Bylaws of the Company
3.4 Specimen of Common Stock Certificate
3.5 Agreement and Plan of Exchange
<PAGE>
PRESS REALTY ADVISORS, L.L.C.
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 1999
<PAGE>
C O N T E N T S
<TABLE>
<S> <C>
Independent Auditors' Report ............................................ 3
Balance Sheet ........................................................... 4
Statements of Operations ................................................ 6
Statements of Cash Flows ................................................ 7
Notes to the Financial Statements ....................................... 8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Members of
Press Realty Advisors, LLC
Salt Lake City, Utah
We have audited the accompanying balance sheet of Press Realty Advisors, LLC (a
development stage company) as of June 30, 1999 and the related statements of
operations, members' equity and cash flows for the six months ended June 30,
1999 and from inception on December 16, 1998 through December 31, 1998 and from
inception on December 16, 1998 through June 30, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Press Realty Advisors, LLC (a
development stage company) as of June 30, 1999 and the results of its operations
and its cash flows for the six months ended June 30, 1999, and from inception on
December 16, 1998 through December 31, 1998 and from inception on December 16,
1998 through June 30, 1999, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in the Note 5. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
October 15, 1999
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Balance Sheet
ASSETS
------
June 30,
1999
----------
CURRENT ASSETS
Cash $ --
Prepaid interest 23,250
--------
Total Current Assets 23,250
--------
FIXED ASSETS
Land 342,586
--------
Total Fixed Assets 342,586
--------
TOTAL ASSETS $365,836
========
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Balance Sheet (Continued)
LIABILITIES AND MEMBERS' EQUITY (DEFICIT)
-----------------------------------------
June 30,
1999
---------
CURRENT LIABILITIES
Taxes and penalties payable $ 11,784
Notes payable (Note 4) 435,000
Notes payable - related parties (Note 3) 12,258
Accrued interest payable 6,810
---------
Total Current Liabilities 465,852
---------
Total Liabilities 465,852
---------
MEMBERS' EQUITY (DEFICIT)
Members' capital (100,016)
---------
Total Members' Equity (Deficit) (100,016)
---------
TOTAL LIABILITIES AND MEMBERS' EQUITY (DEFICIT) $ 365,836
=========
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From From
For the Inception Inception
Six Months December 16, December 16,
Ended 1998 Through 1998 Through
June 30, December 31, June 30,
1999 1998 1999
------------- -------------- -------------
<S> <C> <C> <C>
REVENUES $ - $ - $ -
------------- -------------- -------------
OPERATING EXPENSES
General and administrative 31,730 - 31,730
Payroll and payroll tax expense 51,550 - 51,550
------------- -------------- -------------
Total Operating Expenses 83,280 - 83,280
------------- -------------- -------------
LOSS FROM OPERATIONS (83,280) - (83,280)
------------- -------------- -------------
OTHER INCOME (EXPENSES)
Gain on sale of asset 1,260 - 1,260
Interest expense (18,996) - (18,996)
------------- -------------- -------------
Total Other Income (Expenses) (17,736) - (17,736)
------------- -------------- -------------
NET LOSS (101,016) - $ (101,016)
------------- -------------- =============
MEMBERS' CAPITAL - BEGINNING 1,000 -
MEMBERS' CONTRIBUTIONS - 1,000
MEMBERS' DISTRIBUTIONS - -
------------- --------------
MEMBERS' CAPITAL - ENDING $ (100,016) $ 1,000
============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Statements of Cash Flows
<TABLE>
<CAPTION>
From From
For the Inception Inception
Six Months December 16, December 16,
Ended 1998 Through 1998 Through
June 30, December 31, June 30,
1999 1998 1999
------------ ------------- --------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ (101,016) $ - $ (101,016)
Bad debt expense 1,000 - 1,000
Adjustments to reconcile net loss to net
cash used by operating activities:
Increase in accounts payable 23,244 - 23,244
------------- ------------- --------------
Net Cash Used by Operating Activities (76,772) - (76,772)
------------- ------------- --------------
CASH FLOW FROM INVESTING ACTIVITIES: - - -
------------- ------------- --------------
CASH FLOW FROM FINANCING ACTIVITIES:
Cash proceeds from notes payable - related
party 29,808 - 29,808
Cash proceeds from notes payable 64,514 - 64,514
Repayment of notes payable - related party (17,550) - (17,550)
------------- ------------- --------------
Net Cash Provided by Financing Activities 76,772 - 76,772
------------- ------------- --------------
NET INCREASE IN CASH - -
CASH AT BEGINNING OF PERIOD - - -
------------- ------------- --------------
CASH AT END OF PERIOD $ - $ - $ -
============= ============= ==============
Supplemental Disclosures:
Interest paid $ 12,186 $ - $ 12,186
Income taxes paid $ - $ - $ -
NON-CASH FINANCING ACTIVITIES
Land purchased for notes payable $ 342,586 $ - $ 342,586
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999
NOTE 1 - GENERAL
Press Realty Advisors, LLC, (the "Company") was organized as a Limited
Liability Company under the laws of the state of Utah on December 16,
1998. The Company is authorized to do any legal business activity as
controlled by Utah law.
Press Realty Advisors, LLC intends to seek, investigate, and, if
warranted, effect a business combination with an existing, publicly
held company or entity.
The Company has not commenced planned principle operations since the
inception of incorporation, and is considered a development stage
company as defined under Financial Accounting Standards Board
Statement No. 7.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial
reporting, in accordance with generally accepted accounting
principles.
a. Use of Estimates
In preparing financial statements in conformity with GAAP, management
is required to make estimates and assumptions that affect the reported
amounts of assets and the disclosure of contingent assets and
liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from
these estimates.
b. Revenue Recognition
The Company did not conduct any business operations since inception,
and consequently, has not generated any operating revenue. The Company
has no intention of engaging in any revenue-generating activity prior
to its combination with another entity. Future revenue recognition
policies will be determined when such combination is effectuated.
c. Statements of Cash Flows
The Company prepares its statement of cash flows using the indirect
method as defined under Financial Accounting Standards Board Statement
No. 95. For purposes of the statements of cash flows, the Company
considers all highly liquid investments with a maturity of three
months or less to be cash equivalents.
d. Income Taxes
The Company has elected to be taxed as a Limited Liability Company.
Under that election, the income of the Company is taxed at the member
level. Therefore, no accrual for income taxes has been recorded in the
financial statements at December 31, 1998 and June 30, 1999.
8
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999
NOTE 3 - RELATED PARTY TRANSACTIONS
The Company has a note payable to a related party (TWC Salties) for
$6,847, and another to an officer of the Company for $5,458, as
described in Note 4.
NOTE 4 - NOTES PAYABLE
Notes payable consisted of the following at June 30 1999:
Note payable to National Note of Utah dated 4-27-99, 18%
interest rate, secured by land, with six monthly
payments (interest only) of $4,650 coming from a pre-
paid interest escrow account. Entire balance (principle
and interest) is due April 27, 2000. Entire note is
classified as a current liability. $ 310,000
Note payable to Horizon Mortgage dated February 3, 1999,
18% interest rate, secured by land with six monthly
payments of $1,884. Entire balance (both principal and
interest) is due on August 5, 1999. Entire note is
classified as a current liability. 125,000
Note payable to TWC Salties (a related party) with an
origination date of February 3, 1999. Note is
unsecured, has a 7% interest rate, and is payable at
the convenience of Press Realty, LLC. Note has no
specific due date or payment structure. Entire balance
is classified as a current liability. 6,800
Note payable to an officer of the Company (a related
party) with an origination date of June 30, 1999. Note
is unsecured, has a 7% interest rate, and is payable at
the convenience of Press Realty Advisors, LLC. Note has
no specific due date or payment structure. Entire
balance is classified as a current liability. 5,458
-----------
Total Notes Payable 447,258
Less: current portion (447,258)
-----------
Total Long-Term Debt $ -
===========
9
<PAGE>
PRESS REALTY ADVISORS, LLC
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as
a going concern. It is the intent of the Company to seek a merger with
a publicly listed company in the near future. In the interim, members
of the Company have committed to meeting its operating expenses.
NOTE 6 - SUBSEQUENT EVENT
As of July 1, 1999, the Company's assets were acquired by Tercero
Corporation in exchange for 19,200,000 shares of its common stock. The
Company also elected to change its year end to June 30.
10
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
FINANCIAL STATEMENTS
June 30, 1999
<PAGE>
C O N T E N T S
<TABLE>
<CAPTION>
<S> <C>
Independent Auditors' Report ............................................. 3
Balance Sheet ............................................................ 4
Statements of Operations ................................................. 5
Statements of Stockholders' Equity (Deficit) ............................. 6
Statements of Cash Flows ................................................. 7
Notes to the Financial Statements ........................................ 8
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Tercero Corporation
Salt Lake City, Utah
We have audited the accompanying balance sheet of Tercero Corporation (a
development stage company) as of June 30, 1999, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the nine months
ended June 30, 1999 and for the year ended September 30, 1998, and from
inception on November 6, 1995 through June 30, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tercero Corporation (a
development stage company) as of June 30 1999, and the results of its operations
and its cash flows for the nine months ended June 30, 1999, and for the year
ended September 30, 1998 and from inception on November 6, 1995 through June 30,
1999, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company is a development stage company with no
significant operating revenues to date, which raises substantial doubt about its
ability to continue as a going concern. Management's plans with regard to these
matters are also described in the Note 6. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Jones, Jensen & Company
Salt Lake City, Utah
October 4, 1999
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
Balance Sheet
ASSETS
------
<TABLE>
<CAPTION>
June 30,
1999
---------
<S> <C>
CURRENT ASSETS
Cash $ --
---------
Total Current Assets --
---------
TOTAL ASSETS $ --
=========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------
CURRENT LIABILITIES
Accounts payable (Note 4) $ 57,324
---------
Total Current Liabilities 57,324
---------
Total Liabilities 57,324
---------
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock, $0.001 par value; 50,000,000 shares authorized,
24,000,000 shares issued and outstanding 24,000
Additional paid-in capital 48,500
Deficit accumulated during the development stage (129,824)
---------
Total Stockholders' Equity (Deficit) (57,324)
---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ --
=========
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
Statements of Operations
<TABLE>
<CAPTION>
From
For the Inception on
Nine Months For the November 6,
Ended Year Ended 1995 Through
June 30, September 30, June 30,
1999 1998 1999
--------------- --------------- ---------------
<S> <C> <C> <C>
REVENUE $ - $ - $ -
--------------- --------------- ---------------
COSTS AND OPERATING EXPENSES
Loss on disposition of asset - - 65,000
Accounting - 3,600 3,600
Legal - 59,824 59,824
Organizational costs - 480 1,400
--------------- --------------- ---------------
Total Costs and Operating Expenses - 63,904 129,824
--------------- --------------- ---------------
LOSS FROM OPERATIONS - (63,904) (129,824)
--------------- --------------- ---------------
PROVISION FOR INCOME TAXES - - -
--------------- --------------- ---------------
NET LOSS $ - $ (63,904) $ (129,824)
=============== =============== ===============
BASIC LOSS PER SHARE $ - $ (0.00)
=============== ===============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 24,000,000 24,000,000
=============== ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
Statements of Stockholders' Equity (Deficit)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Stock Paid-in Development
---------------------------------
Shares Amount Capital Stage Total
--------------- ---------------- -------------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Balance at inception on
November 6, 1995 - $ - $ - $ - $ -
Net loss during the year ended
September 30, 1996 - - - (440) (440)
--------------- ---------------- --------------- ---------------- ---------------
Balance at September 30, 1996 - - - (440) (440)
Issuance of stock at $0.03 per
share for cash 24,000,000 24,000 43,500 - 67,500
Net loss during the year ended
September 30, 1997 - - - (65,480) (65,480)
--------------- ---------------- --------------- ---------------- ---------------
Balance at September 30, 1997 24,000,000 24,000 43,500 (65,920) 1,580
Paid-in capital for legal and
accounting fees - - 5,000 - 5,000
Net loss during the year ended
September 30, 1998 - - - (63,904) (63,904)
--------------- ---------------- --------------- ---------------- ---------------
Balance at September 30, 1998 24,000,000 24,000 48,500 (129,824) (57,324)
Net loss for the nine months ended
June 30, 1999 - - - - -
--------------- ---------------- --------------- ---------------- ---------------
Balance, June 30, 1999 24,000,000 $ 24,000 $ 48,500 $ (129,824) $ (57,324)
=============== ================ =============== ================ ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
<TABLE>
<CAPTION>
TERCERO CORPORATION
(A Development Stage Company)
Statements of Cash Flows
From
For the
Inception on
Nine Months For the
November 6,
Ended Year Ended 1995 Through
June 30, September 30, June 30,
1999 1998 1999
-------------- -------------- ------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss $ - $ (63,904) $ (129,824)
Adjustments to reconcile net loss to net cash used
by operating activities:
Loss on disposition of asset - - 65,000
Increase in accounts payable - 57,324 57,324
-------------- -------------- ------------
Net Cash Used by Operating Activities - (6,580) (7,500)
-------------- -------------- ------------
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of investment stock - - (65,000)
------------- -------------- ------------
Net Cash Used by Investing Activities - - (65,000)
------------- -------------- ------------
CASH FLOW FROM FINANCING ACTIVITIES:
Proceeds from sale of stock - - 67,500
Additional capital contributed - 5,000 5,000
------------- -------------- ------------
Net Cash Provided by Financing Activities - 5,000 72,500
------------- -------------- -------------
NET INCREASE (DECREASE) IN CASH - (1,580) -
CASH AT BEGINNING OF PERIOD - 1,580 -
------------- -------------- -------------
CASH AT END OF PERIOD $ - $ - $ -
============= ============== =============
SUPPLEMENTAL SCHEDULE FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES:
Distribution of Investment to Investors $ - $ - $ 65,000
Cash Paid For:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999
NOTE 1 - ORGANIZATION
Tercero Corporation, (the "Company") was incorporated under the
laws of the State of Nevada on November 6, 1995. The Company is
authorized to do any legal business activity as controlled by
Nevada law. The Company originally elected the fiscal year ended
on September 30, but during this fiscal year elected to adopt a
June 30 year end.
Tercero Corporation intends to seek, investigate, and, if
warranted, effect a business combination with an existing,
unidentified operating entity.
The Company has not commenced planned principle operations since
the inception of incorporation, and is considered a development
stage company as defined under Financial Accounting Standards
Board Statement No. 7.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company uses the accrual basis of accounting for financial
reporting, in accordance with generally accepted accounting
principles.
a. Use of Estimate
In preparing financial statements in conformity with generally
accepted accounting principles, management is required to make
estimates and assumptions that affect the reported amounts of
assets and the disclosure of contingent assets and liabilities at
the date of the financial statements and revenues and expenses
during the reporting period. Actual results could differ from
these estimates.
b. Revenue Recognition
The Company did not conduct any business operations since
inception, and consequently, has not generated any operating
revenue. The Company has no intention of engaging in any business
activity prior to its combination with another entity. Future
revenue will be recognized when such combination is effectuated.
c. Statements of Cash Flows
The Company prepares its statement of cash flows using the
indirect method as defined under Financial Accounting Standards
Board Statement No. 95. For purposes of the statements of cash
flows, the Company considers all highly liquid investments with a
maturity of three months or less to be cash equivalents.
The accompanying notes are an integral part of these financial statements.
8
<PAGE>
TERCERO CORPORATION
(A Development Stage Company)
Notes to the Financial Statements
June 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
d. Income Taxes
The Company accounts for income taxes in accordance with Financial
Accounting Standards Board Statement no. 109.
As of June 30, 1999, the Company has a net operating loss
carryforward of $59,600 to reduce future taxable income. To the
extent not utilized, the NOL carryforward will begin to expire in
fiscal year 2010. The future tax benefit of the NOL has been
offset by a valuation allowance in full.
NOTE 3 - ORGANIZATIONAL COSTS
The Company originally elected to capitalize and amortize its
organizational costs over five years using the straight-line
method, but at October 1, 1998 elected to expense the entire
unamortized balance.
NOTE 4 - ACCOUNTS PAYABLE
As of June 30, 1999, accounts payable consist of a $57,324
professional fee.
NOTE 5 - COMMON STOCK
The Company has issued 24,000,000 shares of common stock for
$67,500.
The Company amended its Articles of Incorporation in 1996 to
increase the authorized number of shares to 50,000,000.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However, the Company
does not have significant cash, nor does it have an established
source of revenues sufficient to cover its operating costs and to
allow it to continue as a going concern. It is the intent of the
Company to seek a merger with an existing, operating company. In
the interim, shareholders of the Company have committed to meeting
its operating expenses.
NOTE 7 - SUBSEQUENT EVENT
As of July 1, 1999, the Company acquired all the assets of Press
Realty Advisors, LLC, and authorized the issuance of units in
order to raise capital with which to execute the Company's
business plan. The Company also elected to change its year end to
June 30.
9
<PAGE>
Exhibit 3.1
ARTICLES OF INCORPORATION
OF
TERCERO CORPORATION
ONE: The name of this corporation is Tercero Corporation. Director
Theodore T. Herman resides at 9855 Topangas Canyon, #124, Chatsworth CA 91311.
TWO: Its registered office in the State of Nevada is located at: 232
Crystal Springs Place, Henderson, Nevada, 89104, that this Corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said Corporation, and that this Corporation may conduct all
Corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
within the State of Nevada.
THREE: The purpose of this Corporation is to engage in any lawful act
or activity for which a corporation may be organized, including but not limited
to the following:
(A) Shall have such rights, privileges and powers as may be conferred
upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when
not inconsistent with the purposes and objects for which this Corporation is
organized.
(C) Shall have power to have succession by its corporate name for the
period limited in its Certificate or its Articles of Incorporation, and when no
period is limited, perpetually, or until dissolved and its affairs wound-up
according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
<PAGE>
(F) Shall have power to hold, purchase and convey real and personal
estate and to mortgage or lease any such real and personal estate with its
franchises. The power to hold real and personal estate shall include the power
to take the same by devise or bequest in the State of Nevada, or in any other
state, territory or country.
(G) Shall have the power to appoint such officers and agents as the
affairs of the Corporation shall require, and to allow them suitable
compensation.
(H) Shall have the power to make By-Laws not inconsistent with the
Constitution or laws of the United States, or the State of Nevada, for the
management, regulation and government of its business, and the calling and
holding of meetings of its stockholders.
(I) Shall have power to windup and dissolve itself, or be wound-up or
dissolved.
(J) Shall have the power to adopt and use a common seal or stamp, and
later the same at pleasure. The use of a seal or stamp by the Corporation on any
corporate document is not necessary. The Corporation may use a seal or stamp, if
it desires, but such use or nonuse shall not in any way affect the legality of
the document.
(K) Shall have the power to borrow money and contract debts when
necessary for the transaction of its business, of for the exercise of its
corporate rights, privileges or franchises, or for any other lawful purpose of
its incorporation; to issue bonds, promissory notes, bills of exchange,
debentures, and other obligations and evidences of indebtedness, payable at a
specified time to times, or payable upon the happening of a specified event or
events, whether secured by mortgage, pledge or otherwise, or unsecured, for
money borrowed, or in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign,
transfer, mortgage, Pledge or otherwise dispose of the shares of capital stock
of, or any bonds, securities or evidences
2
<PAGE>
of the indebtedness created by, any other corporation or corporations of the
State of Nevada, or any other state or government, and, while owners of such
stock, bonds, securities or evidences of indebtedness, to exercise all rights,
powers, and privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its
own capital stock, and use therefore its capital, capital surplus, surplus, or
other property or fund.
(N) Shall have power to conduct business, have one or more offices, and
hold, purchase, mortgage and convey real and personal property in the State of
Nevada, and in any of the several states, territories, possessions and
dependencies of the United States, the District of Columbia, and any foreign
countries.
(O) Shall have the power to do all and everything necessary and proper
for the accomplishment of the objects enumerated in its Certificate or Articles
of Incorporation of the Corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for
charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or
joint ventures, in connection with any lawful activities.
FOUR: The name and address in this state of the Corporation's initial
agent for service of process is: Jeffrey A. Joseph, 232 Crystal Springs Place,
Henderson, Nevada 89104.
FIVE: This Corporation is authorized to issue only one class of shares
of stock. The total number of shares which the Corporation is authorized to
issue is Fifteen Million (15,000,000), par value $.001 per share.
SIX: The governing board of the Corporation shall be known as
directors, and the
3
<PAGE>
number of directors may from time to time be increased or decreased in such
manner as shall be provided by the By-Laws of this Corporation, providing that
the number of directors shall not be reduced to less than one (1).
SEVEN: The Corporation is to have perpetual existence.
EIGHT: In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend to By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its
capital stock paid in; to authorize and cause to be executed, mortgages and
liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the voting power given at a
Stockholders meeting called for that purpose, or when authorized by the written
consent of the holders of at least a majority of the voting stock issued and
outstanding, the Board of Directors shall have power and authority at any
meeting to sell, lease or exchange all of the property and assets of the
Corporation, including its good will and its corporate franchises, upon such
terms and conditions as its Board of Directors deems expedient and for the best
interests of the Corporation.
NINE: No director or officer of the Corporation shall be personally
liable to the Corporation or any of its Stockholders for damages for breach of
fiduciary duty as a director or officer involving any act or omission of any
such director or office; provided, however, that the foregoing provision shall
not eliminate or limit the liability of a director or officer (I) for acts or
omissions which involve intentional misconduct, fraud or a knowing violation of
law, or (ii) the
4
<PAGE>
payments of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the Stockholders of the
Corporation shall be prospective only, and shall not adversely affect any
limitations on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or modification.
TEN: This Corporation reserves the right to amend, alter, change or
repeal any Provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by Statute, or by the Articles of Incorporation, and
all rights conferred upon Stockholders herein are Granted subject to this
reservation.
Dated: 11 6, 1995
/s/ Theodore T.Herman
--------------------------
Theodore T. Herman,
Incorporator/Director
9855 Topanga Canyon, #124
Chatsworth, CA 91311
I, the undersigned, being the Incorporator hereinbefore named for the
purpose of forming a Corporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have hereunto set my hand this 6/th/ day of November, 1995.
/s/ Theodore T. Herman
--------------------------
Theodore T. Herman,
Incorporator/Director
9855 Topanga Canyon, #124
Chatsworth, CA 91311
5
<PAGE>
ACKNOWLEDGMENT
State of California
County of Contra Costa
On November 6, 1995 before me, the undersigned, a Notary Public in and
for said State, personally appeared Theodore T. Herman personally known tome or
proved to me on the basis of satisfactory evidence to be the person whose name
is subscribed to the within instrument and acknowledged to me that he executed
the same in his authorized capacity, and that by his signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.
/s/ Carey Lucas
-------------------------
Notary Public
6
<PAGE>
CERTIFICATE OF ACCPETANCE OF APPOINTMENT
BY RESIDENT AGENT
In the matter of Tercero Corporation I, Jeffrey A. Joseph with address
at Suite __________, Street 232 Crystal Springs Place, Town of Henderson, County
of Clark, Zip Code 89104, State of Nevada, hereby accept the appointment as
Resident Agent of the above-entitled corporation in accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered office
is:
232 Crystal Springs Place, Henderson, NV 89104 State of Nevada.
In witness whereof, I have hereunto set my hand this 6th day of
November, 1995.
/s/ JEFFREY A. JOSEPH
----------------------
Resident Agent
==============================================================================
NRS 78.090 Except during any period of vacancy described in NRS 78.090, every
corporation must have a resident agent, who may be either a natural person or a
corporation, resident or located in this state. Every resident agent must have a
street address, where he maintains an office for the service of process, and may
have a separate mailing address such as a post office box, which may be
different from the street address. The address of the resident agent is the
registered office of the corporation in this state. The resident agent may be
any bank or banking corporation, or other corporation, located and doing
business in this state. The certificate of acceptance must be filed at the time
of the initial filing of the corporate papers.
7
<PAGE>
EXHIBIT 3.2
CERTIFICATE AMENDING THE
ARTICLES OF INCORPORATION
OF
TERCERO CORPORATION
The undersigned, being the President and Secretary of TERCERO
CORPORATION, a Nevada Corporation, hereby certify that by majority vote of the
Board of Directors and majority vote of the stockholders at a meeting held
November 1, 1996, it was agreed by unanimous vote that this CERTIFICATE AMENDING
ARTICLES OF INCORPORATION be filed.
The undersigned further certify that the original Articles of
Incorporation of TERCERO CORPORATION were filed with the Secretary of State of
Nevada on the 6th date of November, 1995. The undersigned further certify that
Article Five of the original Articles of Incorporation is amended to read as
follows:
ARTICLE FIVE
The Corporation is authorized to issue only one class of shares of stock. The
total number of shares which the corporation is authorized to issue is fifty
million (50,000,000), par value $0.001 per share.
The undersigned hereby certify that they have on this 1st day of
November, 1996, executed this Certificate Amending the Original Articles of
Incorporation heretofore filed with the Secretary of State of Nevada.
/s/ Theodore T. Herman
------------------------------
President and Secretary
State of California )
-------------------------
) SS
County of Los Angeles )
------------------------
On this 13/th/ day of November, 1996, before me the undersigned, a Notary Public
and for the County of Los Angeles, State of California, personally appeared
Theodore Herman, known to be the person whose name is subscribed to the
foregoing Certificate Amending Articles of Incorporation and acknowledged to me
they executed the same.
/s/ Mary L. Pastor
-------------------------------
Notary Public
(SEAL)
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Dean Heller STATE OF NEVADA Telephone 702.687.5203
Secretary of State OFFICE OF THE SECRETARY OF STATE Fax 702.687.3471
101 N. CARSON ST., STE. 3 Web site http://sos.state.nv.us
CARSON CITY, NEVADA 89701-4786 Filing Fee:
</TABLE>
Certificate of Amendment to Articles of Incorporation
-----------------------------------------------------
For Profit Nevada Corporations
------------------------------
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)
-Remit in Duplicate-
1. Name of corporation: Tercero Corporation
------------------------------------------------------
- - --------------------------------------------------------------------------------
2. The articles have been amended as follows (provide article numbers, if
available):
NAME CHANGE: PRESS REALTY ADVISORS
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
3. The vote by which the stockholders holding shares in the corporation
entitling them to exercise at least a majority of the voting power, or such
greater proportion of the voting power as may be required in the case of a vote
by classes or series, or as may be required by the provisions of the articles of
incorporation have voted in favor of the amendment is: 100%."
------
4. Signatures:
/s/ David Murdock /s/ Matthew Seegmiller
- - ----------------------------- -------------------------------
President or Vice President Secretary or Asst. Secretary
(acknowledgement required) (acknowledgement not required)
State of: UTAH
------------------------------------
County of: SALT LAKE
------------------------------------
This instrument was acknowledged before me
on December 20th, 1999, by
________________________________(Name of Person)
as _____________________________________________
as designated to sign this certificate
of Dave Murdock
---------------------------------------------
(name on behalf of whom instrument was executed)
/s/ Mary L. Pastor
- - ------------------------------------------------
Notary Public Signature
*If any proposed amendment would alter or change any preference or any relative
or other right given to any class or series of outstanding shares, then the
amendment must be approved by the vote in addition, to the affirmative vote
otherwise required, of the holders of shares representing a majority of the
voting power of each class or series affected by the amendment regardless of
limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and remit the proper
fees may cause this filing to be rejected.
<PAGE>
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that TERCERO CORPORATION did on the SIXTH day of NOVEMBER, 1995
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of the
State of Nevada, and further, that said Articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my
hand and Affixed the Great Seal of State, at
my office, in Carson City, Nevada, this
SIXTH day of NOVEMBER, 1995.
/s/ Dean Heller
Secretary of State
By /s/ Mary M. Rojas
Certification Clerk
<PAGE>
Exhibit 3.3
BY-LAWS
OF
TERCERO CORPORATION
SHAREHOLDERS
1. ANNUAL MEETING. Unless the Board of Directors or the President of the
corporation selects a different time or date, the annual meeting of shareholders
shall be in the last month of the Corporation of each year so called. The
annual meeting shall be for the purpose of electing a Board of Directors and
transacting such other business as may properly be brought before the meeting.
2. SPECIAL MEETING. Special meetings of shareholders may be called at
any time by the Board of Directors, the Chairman of the Board, the President or
the holders of shares entitled to cast not less than one-tenth of the votes at
the meeting.
3. PLACE. Meetings of shareholders shall be held at the principal
executive office of the corporation or at any such place, within or without
Nevada, which may be designated by the Board of Directors.
4. NOTICE
(a) Annual And Special Meetings. A written notice of each
---------------------------
meeting of shareholders shall be given not more than 60 days and, except as
provided below, not less than 10 (or, if sent by third-class mail, 30) days
before the date of the meeting to each shareholder entitled to vote at the
meeting. The notice shall state the place, date and hour of the meeting and, if
directors are to be elected at the meeting, the names of the nominees intended
to be presented by management for election. The notice shall also state (i) in
the case of an annual meeting, those matters which the Board of Directors
intends to present for action by the shareholders, and (ii) in the case of a
special meeting, the general nature of the business to be transacted and that no
other business may be transacted. Notice shall be delivered personally, by mail
or other means addressed to the shareholder at the address of such shareholder
appearing on the books of the purpose of notice or as otherwise provided by law.
Upon written request to the Chairman of the Board, the President, the Secretary
or any Vice President of the corporation by any person (but not the Board of
Directors) entitled to call a special meeting of shareholders, the person
receiving such request shall cause a notice to be given to the shareholders
entitled to vote that a meeting will be held at a time requested by the person
calling the meeting not less than 35 nor more than 60 days after the receipt of
the request.
<PAGE>
(b) Adjourned Meetings. Notice of an adjourned meeting need be
------------------
given if (i) the meeting is adjourned for 45 days or less, (ii) the time and
place of the adjourned meeting are announced at the meeting at which the
adjournment is taken and (iii) no new record date is fixed for the adjourned
meeting. Otherwise, notice of the adjourned meeting shall be given as in the
case of an original meeting.
5. RECORD DATE. The Board of Directors may fix in advance a record ate
for the determination of the shareholders entitled to notice of any meeting to
vote, to receive payment of any dividend or other distribution or allotment of
rights or to exercise any rights. Such record date shall not be more than 60
nor less than 10 days prior to the date of the meeting nor more than 60 days
prior to such other action. Except as provided by law, when a record date is so
fixed, only shareholders at the close of business on the record date are
entitled to notice and to vote, to receive the dividend, distribution or
allotment of rights or to exercise rights, as the case may be, notwithstanding
any transfer of shares on the books of the corporation after the record date.
Except as otherwise provided by law, the corporation shall be entitled to treat
the holder of record of any shares as the holder in fact of such shares and
shall not be bound to recognize any equitable or other claim to or interest in
such shares on the part of any other person, whether or not the corporation
shall have express or other notice of such claim or interest. A determination
of shareholders or record entitled to notice of or to vote at a meeting of
shareholders shall apply to any adjournment of the meeting unless the Board of
Directors fixes a new record date. The days from the date set for the original
meeting.
6. MEETING WITHOUT REGULAR CALL AND NOTICE. The transactions of any
meeting of shareholders, however called and noticed and wherever held, are as
valid as though had at a meeting duly held after regular call and notice if a
quorum is present in person or by proxy and if, either before or after the
meeting, each of the persons entitled to vote who is not present at the meeting
in person or by proxy signs a written waiver of notice, a consent to the holding
of the meeting or an approval of the minutes of the meeting. For such purposes,
a shareholder shall not be considered present at a meeting if, at the beginning
of the meeting, the shareholder objects to the transaction of any business
because the meeting was properly called or convened, or, with respect to the
consideration of a matter required to be included in the notice for the meeting
which was not so included, the shareholder expressly objects to such
consideration at the meeting.
7. QUORUM AND REQUIRED VOTE. A majority of the shares entitled to vote,
represented in person or by proxy, constitutes a quorum for the transaction of
business. No business may be transacted at a meeting in the absence of a quorum
other than the adjournment of such meeting, except that if quorum other than the
adjournment of such meeting, business may be transacted until the meeting is
adjourned even though the withdrawal of shareholders results in less than a
quorum. If a quorum is present at a meeting, the affirmative vote of a majority
of the shares represented at the meeting and entitled to vote on any matter
shall be the act of the shareholders unless the vote of a larger number is
required by the law or the Articles of Incorporation. If a quorum is present at
the commencement of a meeting but the withdrawal of shareholders results in less
than a quorum, the affirmative vote of the majority of shares required
<PAGE>
to constitute a quorum shall be the act of the shareholders unless the vote of a
larger number is required by law or the Articles of Incorporation. Any meeting
of shareholders, whether or not a quorum is present, may be adjourned by the
vote of a majority of the shares represented at the meeting.
8. PROXIES. A shareholder may be represented at any meeting of
shareholders by a written proxy signed by the person entitled to vote or by such
person's duly authorized attorney-in-fact. A proxy must bear a date within 11
months prior to the meeting, unless the proxy specifies a different length of
time. A revocable proxy is revoked by a writing delivered to the Secretary of
the corporation stating that the proxy is revoked or by a subsequent proxy
executed by, or by attendance at the meeting and voting in person by, the person
executing the proxy.
9. VOTING. Except as provided below or as otherwise by the Articles of
Incorporation by law, a shareholder shall be entitled to one vote for each share
of record on the record date fixed for the determination of the shareholders
entitled to vote at a meeting or, if no such date is fixed, the date determined
in accordance with law. Upon the demand of any shareholder made at a meeting
before the voting begins, the election of directors shall be by ballot. At
every election of directors, shareholders may cumulate votes and give one
candidate a number of votes equal to the number of directors to be elected
multiplied by the number of votes to which the shares are normally entitled or
distribute votes according to the same principle among as many candidates as
desires; however, no shareholder shall be entitled to cumulate votes for any one
or more candidates unless such candidate or candidates' names have been placed
in nomination prior to the voting and at least one shareholder has given notice
at the meeting prior to the voting of such shareholder's intention to cumulate
votes.
10. ELECTION INSPECTORS. One or three election inspectors may be
appointed by the Board of Directors in advance of the meeting of shareholders or
at the meeting by the chairman of the meeting. If not previously chosen, one or
three inspectors shall be appointed by the chairman of the meeting if a
shareholder or proxy holder so requests. When inspectors are appointed at the
request of a shareholder or proxy holder, the majority of shares represented in
person or by proxy shall determine whether one or three inspectors shall be
chosen. The election inspectors shall determine all questions concerning the
existence of a quorum and the right to vote, shall tabulate and determine the
results of voting and shall do all other acts necessary or helpful to the
expeditious and impartial conduct of the vote. If there are three inspectors,
the decision, act or certificate of a majority of the inspectors is effective as
if made by all.
11. ACTION WITHOUT MEETING. Except as provided below or by the Articles
of Incorporation, any action which may be taken at any meeting of shareholders
may be taken without a meeting and without prior notice of a consent in writing,
setting forth the action so taken, is signed by the holders of outstanding
shares having not less than the minimum number of votes which would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote on such action were present and voted.
12. REPORTS. The annual report to shareholders shall be sent as required
by law.
<PAGE>
13. LOST STOCK CERTIFICATES. The corporation may cause a new stock
certificate to be issued in place of any certificate issued by the corporation
alleged to have been lost, stolen or destroyed. The corporation may, at it
discretion and as a condition precedent to such issuance, require the owner of
such certificate to deliver an affidavit stating that such certificate was lost,
stolen or destroyed or to give the corporation a bond or other security
sufficient to indemnify it against any claim that may be made against it,
including any expense or liability, on account of the alleged less, theft or
destruction or the issuance of a new certificate.
BOARD OF DIRECTORS
14. NUMBER. The number of directors of this corporation shall be one
until such number is changed by an amendment of the Articles of Incorporation or
this By-Law.
15. POWERS. Subject to the limitations imposed by law or contained in the
Articles of Incorporation, the business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under the ultimate
direction of the Board of Directors.
16. ELECTION, TERM OF OFFICE AND VACANCIES. At each annual meeting of
shareholders, directors shall be elected to hold office until the next annual
meeting. Each director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which the director was elected
and until a successor has been elected. The Board of Directors may declare
vacant the office of a director who has been declared to be of unsound mind by
court order or convicted of a felony. Vacancies on the Board of Directors not
caused by removal may be filled by a majority of the directors then in office,
regardless of whether they constitute a quorum, or by the sole remaining
director. In the case of the resignation of a sole director, he may appoint a
successor at the time of such resignation. The shareholders may elect a
director at any time to fill any vacancy not filled, or which cannot be filled,
by the Board of Directors.
17. REMOVAL. Except as described below, any or all of the directors may
be removed without cause if such removal is approved by the affirmative vote of
the majority of the outstanding shares entitled to vote. Unless the entire
Board of Directors is so removed, no director may be removed if (i) the votes
cast against removal or not consenting in writing to such removal, would be
sufficient to elect such director if voted cumulatively at an election at which
the same total number of votes were cast, or, if such action is taken by written
consent, all shares entitled to vote were voted and (ii) the entire number of
directors authorized at the time of the director's most recent election were
then being elected.
18. RESIGNATION. Any director may resign by giving written notice to the
Chairman of the Board, President, the Secretary or the Board of Directors. Such
resignation shall be effective when given unless the notice specifies a later
time. The resignation shall be effective regardless of whether it is accepted
by the corporation.
<PAGE>
19. COMPENSATION. If the Board of Directors so resolves, the directors,
including the Chairman of the Board, shall receive compensation and expenses of
attendance for meetings of the Board of Directors and of committees of the
Board. Nothing herein shall preclude any director from serving the corporation
in another capacity and receiving compensation for such service.
20. COMMITTEES. The Board of Directors may, by resolution adopted by the
majority of the authorized number of directors, designate one or more
committees, such consisting of two or more directors, to serve at the pleasure
of the Board. The Board may designate one or more directors as alternate
members of a committee who may replace any absent member at any meeting of the
committee. The appointment of members or alternate members of a committee
requires the vote of a majority of the authorized number of directors. To the
extent permitted by the resolution of the Board of Directors, a committee may
exercise all of the authority of the Board to the extent permitted by Section
78.125 of the Nevada Revised Statutes.
21. INSPECTION OF RECORDS AND PROPERTIES. Each director may inspect all
books, records, documents and physical properties of the corporation and its
subsidiaries at any reasonable time. Inspections may be made either by the
director or the director's agent or attorney. The right of inspection includes
the right to copy and make extracts.
22. TIME AND PLACE OF MEETINGS AND TELEPHONE MEETINGS. Unless the Board
of Directors otherwise determines, the Board shall hold its annual meetings in
____________ of each year as called, time and place of the meeting to be
selected by the Chairman. Directors may participate in a meeting through the
use of conference telephone or similar communications equipment, so long as all
members so participating can hear each other.
23. CALL. Meetings of the Board of Directors, whether regular or special,
may be called by the Chairman of the Board, the President, the Secretary, any
Vice President or any two directors.
24. NOTICE. Regular meetings of the Board of Directors may be held
without notice if the time of such meetings has been fixed by the Board.
Special meetings shall be held upon four days' notice by mail or 48 hours'
notice delivered personally or by telephone or telegraph, and regular meetings
shall be held upon similar notice if notice is required for such meetings.
Neither a notice nor a waiver of notice need specify the purpose of any regular
or special meeting. If a meeting is adjourned for more than 24 hours, notice of
the adjourned meeting shall be given prior to the time of such meeting to the
directors who were not present at the time of the adjournment.
25. MEETING WITHOUT NOTICE TO ALL DIRECTORS. Notice of a meeting need not
be given to any director who, either before or after the meeting, signs a
written waiver of notice or a consent to holding the meeting or an approval of
the minutes of the meeting or who attends the meeting without protesting, prior
thereto or at its commencement, the lack of notice
<PAGE>
to such director. All such waivers, consent and approvals shall be filed with
the corporate records or made a part of the Minutes of the Meeting.
26. ACTION WIITHOUT MEETING. Any action required or permitted to be taken
by the Board of Directors may be taken without a meeting, if all of the members
of the Board individually or collectively consent in writing to such action.
27. QUORUM AND REQUIRED VOTE. A majority of the directors then in office
shall constitute quorum for the transaction of business, provided that unless
the authorized number of directors is one, the number constituting a quorum
shall not be less than the greater of one-third of the authorized number of
directors or two directors. Except as otherwise provided by Section 78.315 of
the Nevada Revised Statutes, the Articles of Incorporation or these By-Laws,
every act or decision done or made by a majority of the directors present at a
meeting duly held at which a quorum is present is the act of the Board. A
meeting at which a quorum is initially present may continue to transact business
notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required forum for such meeting. A majority of the
directors present at a meeting, whether or not a quorum is present, may adjourn
the meeting to another time and place.
28. COMMITTEE MEETINGS. The principles set forth in Sections 22 through
27 of these By-Laws shall apply to committees of the Board of Directors and to
actions by such committees.
29. INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND CERTAIN OTHERS.
(a) Right of Indemnity. To the full extent permitted by law, this
-------------------
corporation shall indemnify its directors, officers, employees and other persons
described in Subsection 78.751 of the Nevada Revised Statutes, including persons
formerly occupying any such position, against all expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred by them in
connection with any "proceeding", as that term is used in such Subsection and
including an action by or in the right of the corporation to prove a judgment in
its favor, by reason of the fact that such person is or was a person described
by such Subsection. "Expenses", as used in this By-Law, shall have the same
meaning as in Section 78.751 of the Nevada Revised Statutes.
(b) Approval of Indemnity. Upon written request to the Board of
----------------------
Directors by any person seeking indemnity under Section 78.751 of the Nevada
Revised Statutes, the Board shall promptly determine whether such person has met
the applicable standard of conduct set forth in such Subsection. If the Board
determines that the person seeking indemnity has not met such standard of
conduct, the Board shall promptly call a meeting of shareholders at which the
shareholders shall determine whether the person seeking indemnity has met such
standard of conduct.
<PAGE>
(c) Advancement of Expenses. To the full extent permitted by law
------------------------
and except as shall otherwise be determined by the Board of Directors in the
specific instance, expenses incurred by a person seeking indemnity under this
By-Law in defending any proceeding covered by this By-Law shall be advanced by
the corporation prior to the final disposition of the proceeding upon receipt of
an undertaking by or on behalf of such person to repay such amount unless it
shall ultimately be determined that such person is entitled to be indemnified by
the corporation therefore.
OFFICERS
30. TITLES AND RELATION TO BOARD OF DIRECTORS. The officers of the
corporation shall include a Chairman of the Board, a President, a Secretary and
a Chief Financial Officer. The Board of Directors may also choose a Treasurer
and one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers or
other officers. Any number of offices may be held by the same person and,
unless otherwise determined by the Board, the Chairman of the Board and
President shall be same person. All officers shall perform their duties and
exercise their powers subject to the direction of the Board of Directors.
31. ELECTION, TERM OR OFFICE AND VACANCIES. At its regular meeting after
each annual meeting of shareholders, the Board of Directors shall choose the
officers of the corporation. No officer need be a member of the Board of
Directors except the Chairman of the Board. The officers shall hold office
until their successors are chosen, except that the Board of Directors may remove
any officer at any time. If an office becomes vacant for any reason, the
vacancy shall be filled by the Board.
32. RESIGNATION. Any officer may resign at any time upon written notice
to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Such resignations shall be
effective when given unless the notice specifies a later time. The resignation
shall be effective regardless of whether it is accepted by the corporation.
33. SALARIES. The Board of Directors shall fix the salaries of the
Chairman of the Board and President and may fix the salaries of other employees
of the corporation including the other officers. If the Board does not fix the
salaries of the other officers, the President shall fix such salaries.
34. CHAIRMAN OF THE BOARD. The Chairman of the Board shall preside over
all meetings of the Board of Directors. The Chairman of the Board shall be the
general manager and chief executive officer of the corporation and shall preside
at all meetings of shareholders.
35. PRESIDENT. The President shall effectuate orders and resolutions of
the Board of Directors and shall exercise such other powers and perform such
other duties as the Board of Directors shall prescribe.
<PAGE>
36. SECRETARY. The Secretary shall have the following powers and duties:
(a) Record of Corporate Proceedings. The Secretary shall attend all
--------------------------------
meetings of the Board of Directors and its committees and of shareholders and
shall record all votes and the minutes of such meetings in a book to be kept for
that purpose at the principal executive office of the corporation or at such
other place as the Board of Directors may determine. The Secretary shall keep at
the corporation's principal executive office, if in Nevada, or at its principal
business office in Nevada if the principal executive office is not in Nevada,
the original or a copy of the By-Laws, as amended.
(b) Record of Shares. Under Section 78.235 of the Nevada Revised
-----------------
Statutes the Corporation elects to issue uncertificated shares until by action
of the Board of Directors it authorizes certificates to be issued. Pending the
issuance of share certificates, the Corporation will keep a Boon Entry of all
shares and Shareholders. Unless a transfer agent is appointed by the Board of
Directors to keep a share register, the Secretary shall keep at the principal
executive office of the corporation a share register showing the names of the
shareholders and their addresses, the number and class of shares held by each,
the number and date of certificates issued and the number and date of
cancellation of each certificate surrendered for cancellation.
(c) Notices. The Secretary shall give such notices as may be
--------
required by law or these By-Laws.
(d) Additional Powers and Duties. The Secretary shall exercise such
-----------------------------
other powers and perform such other duties as the Board of Directors or
President shall prescribe.
37. CHIEF FINANCIAL OFFICER. Unless otherwise determined by the Board of
Directors, the Chief Financial Officer shall have custody of the corporate funds
and securities and shall keep adequate and correct amounts of the corporation's
properties and business transactions. The Chief Financial Officer shall disburse
such funds of the corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, shall render to the President and
directors, at regular meetings of the Board of Directors or whenever the Board
may require, an account of all transactions and the financial condition of the
corporation and shall exercise such other powers and perform such other duties
as the Board of Directors or President shall prescribe.
38. OTHER OFFICERS. The other officers of the corporation if any, shall
perform such duties as the Board of Directors or President shall prescribe.
39. AMENDMENT OF BY-LAWS. Except as provided by the law or in the Articles
of Incorporation, By-Laws may be adopted, amended or repealed by the affirmative
vote of a majority of the outstanding shares entitled to vote. Except as
provided by law or the Articles of Incorporation and subject to the right of
shareholders to adopt, amend or repeal By-Laws, the Board of Directors may
adopt, amend or repeal By-Laws.
***
<PAGE>
This is to certify that the foregoing is a true and correct copy
of the By-Laws of the corporation named in the title of these By-Laws and that
such By-Laws were duly adopted by the incorporation of such corporation on
November 15, 1995.
Dated: November 15, 1995 /s/ Theodore T. Herman
----------------- --------------------------
Theodore T. Herman
<PAGE>
Exhibit 3.4
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<CAPTION>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT-......Custodian ...
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act................
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above
list.
For Value Received________hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------
--------------------------------------
---------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)
___________________________________________________________________________
___________________________________________________________________________
_____________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
___________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.
Dated_____________________
Signature..................................
..................................
NOTICE: The signature in this
assignment must correspond with the
name as written upon the face of the
Certificate in every particular,
without alteration of enlargement,
or any change whatever.
Signature Guaranteed By:....................
(Please have signature guaranteed by a
National Bank through its officer or by a
member firm of a major stock exchange)
<PAGE>
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
[LOGO]
TERCERO CORPORATION
AUTHORIZED STOCK 50,000,000 SHARES
$.001 PAR VALUE
CUSIP 8807776 10 9
This Certifies that is the
registered holder of Shares
TERCERO CORPORATION
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed
Dated:
/s/ Lone G. Morphur /s/ Robert Hoffman
SECRETARY [CORPORATE SEAL] PRESIDENT
TRANSFER AGENT AND REGISTRAR: COUNTERSIGNED AND REGISTERED
ATLAS STOCK TRANSFER CORPORATION BY
5866 SOUTH STATE STREET
SALT LAKE CITY, UTAH 44107 AUTHORIZED SIGNATURE
<PAGE>
Exhibit 3.5
AGREEMENT AND PLAN OF EXCHANGE
AGREEMENT AND PLAN OF EXCHANGE ("Agreement"), dated as of the 1st day
of July, 1999, by and between Tercero Corporation, a Nevada corporation
("Tercero"), and Press Realty Advisors, L.L.C., a Utah Limited Liability
Corporation ("PRA").
Plan of Exchange
The Plan of Exchange will consist of the acquisition by Tercero of all
the assets, of whatever type or sort, of PRA in exchange for the issuance by
Tercero to PRA of a total of 19,200,000 restricted shares of Tercero's common
stock, having a par value of $.001, to be issued upon and subject to the terms
and conditions of the Agreement hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and the mutual and
dependent covenants hereinafter contained, the parties hereto represent,
warrant, covenant, and agree as follows:
ARTICLE I
1.1 Agreement to Consummate Transactions. Subject to the terms and
conditions of this Agreement, PRA and Tercero agree to consummate or cause to be
consummated, the transactions contemplated by Sections 1.2 through 8.1 of the
Agreement ("Transaction"), and agree that the consummation of each of the
Transactions is conditional upon the consummation of each of the other
Transactions.
1.2 Closing. A meeting of the parties to the Agreement ("Closing")
will take place at which time certificates, letters and other documents required
by this Agreement will be delivered or exchanged. The Closing will take place at
some convenient place and time as soon as practicable upon presentation of all
the documents required hereby. This agreement shall be effective from and after
July 1, 1999.
1
<PAGE>
1.3 Consummation of Transactions. If at the Closing no condition
exists which would permit any of the parties to terminate this Agreement, or a
condition then exists and the party entitled to terminate because of that
condition elects not to do so, then and thereupon Tercero and PRA will exchange
the documents necessary to effect the transaction contemplated by this
agreement.
1.4 Acquisition of Assets. Upon, and subject to the terms and
conditions herein stated, Tercero shall acquire from PRA, and PRA shall
transfer, assign and convey to Tercero, all of its assets of whatever type or
sort, including but not limited to (1) the right to use the name "Press Realty
Advisors", (2) all its right, title and interests in one or more assumed
business names of "DBA's", and all its right, title and interest in and to real
property located at 1350 N. 2200 West and 3588 S. 7200 West, Salt Lake City,
Utah. The foregoing real property interests will be accomplished by the delivery
or assignments of existing Uniform Real Estate Contracts by which PRA has
acquired the properties.
1.5 Consideration, Issuance and Delivery of Stock. In consideration
of, and in exchange for the foregoing transfer, assignment and conveyance, and
subject to compliance by PRA with its warranties and undertakings contained
herein. Tercero shall issue to PRA one certificate representing 19,200,000
restricted shares of Tercero's par value $.001 common stock registered in the
name of Press Realty Advisors, L.L.C. This certificate will be issued by Tercero
with the understanding that the underlying shares will be reconveyed to the six
(6) stockholders of PRA pro rata to their respective equity interests therein.
These Tercero shares, when issued, will not have been registered under the
Securities Act of 1933 or the Blue Sky laws of any State, but will be issued in
reliance on the exemption from registration provided by (S) 4(2) of the
Securities Act of 1933 and the exemptions provided by all applicable State Blue
Sky laws for transactions by an issuer not involving any public
2
<PAGE>
offering. When issued, these shares will be deemed "restricted securities" as
that phrase is defined by Paragraph (a)(3) of Rule 144 promulgated by the
Securities Commission (17 C.F.R. (S) 230.144). Each certificate representing the
shares of Tercero issued to PRA and thereafter, to PRA's stockholders, shall
bear a standard form investment legend stating that the shares are not
registered under the Securities Act of 1933 and cannot be sold, hypothecated, or
transferred without registration or under an appropriate exemption from
registration. Tercero has not represented, directly or indirectly, that it will
take any measures to make any exemption from registration required to permit
distribution of the Tercero shares available PRA or any of its stockholders.
ARTICLE II
Representations and Warranties of PRA
PRA represents and warrants to Tercero as follows:
2.1 Organization and Good Standing. PRA is a Limited Liability
Company duly organized, validly existing and in good standing under the laws of
the State of Utah and has the corporate power to carry on its business as it is
now being conducted. Copies of PRA's Articles of Incorporation, both as
presently in effect, which have been delivered to Tercero, are complete and
correct.
2.2 Capitalization. PRA's authorized capital stock consists of
50,000,000 shares of common stock having $.001 par value per share, of which
19,200,000 shares are held by six (6) persons. No pre-emptive rights are
conferred by the class of stock, and there are no outstanding warrants, calls,
commitments, convertible securities or demands constituting valid claims to any
other or additional shares of PRA.
2.3 Authority. PRA has the corporate power to enter into this
Agreement and carry out the transactions contemplated hereby. The execution,
delivery, and performance of the Agreement by PRA will have been duly and
validly authorized and adopted by PRA's Board of Directors, this
3
<PAGE>
Agreement and the consummation of the Plan of Exchange will have been duly and
validly authorized and approved by all necessary corporate action on the part of
PRA, and this Agreement will be legally binding, and enforceable against PRA in
accordance with its terms, subject to applicable bankruptcy, reorganization,
insolvency, moratorium and other laws affecting creditor's rights generally from
time to time in effect and subject to principles of equity which may affect the
availability of remedies with respect thereto. To the best knowledge of PRA, the
entering into this Agreement by PRA does not, and the consummation by PRA of the
Transactions contemplated by this Agreement will not violate the provisions of
(i) any applicable laws of the United States or any other state or jurisdiction
in which PRA does business; (ii) PRA's Certificate of Incorporation or By-Laws;
or (iii) any judgment or decree applicable to PRA subject to the obtaining of
PRA of the permits, approvals, consents, authorizations and modifications
referred to in Section 6.3 hereof, no default or breach will occur in any
material respect by virtue of the Plan of Exchange under any material contract,
agreement, mortgage, indenture or other instrument, which PRA is a part or by
which it is bound, and no material right of PRA under any such existing
contract, agreement, mortgage, indenture or other instrument will be
extinguished by virtue of the Agreement.
2.4 Rights, Titles and Interests. The assets and other interests to
be acquired by Tercero represent 100% of all the assets and business of PRA. PRA
will not withhold or withdraw any of the same without the written approval of
Tercero.
2.5 Financial Statements. PRA's financial report attached hereto as
Exhibit A and incorporated herein by reference are true and correct in all
material particulars.
2.6 Absence of Certain Changes of Events. Except as disclosed by
Tercero in writing, there has not been:
A. Any material adverse change in the assets or the business
prospects or conditions, financial or otherwise of PRA; nor to the knowledge of
PRA has any event or condition occurred which may result in such change;
4
<PAGE>
B. Any sale or transfer by PRA of any material, tangible asset,
or any mortgage, pledge, lease or lien, change or encumbrance on any assets,
other than in the ordinary course of business.
2.7 Litigation. Except as disclosed to Tercero, there are no judicial
or administrative actions, suits, proceeding or investigations pending, or, to
the best knowledge and belief of PRA threatened against which might result in
any material adverse change in the condition (financial or other), properties,
assets, business, operations or prospects of PRA or in any material liability on
the part of PRA or which question the validity of this Agreement or of any
action taken or to be taken in connection herewith. There are no citations,
fines or penalties heretofore asserted against PRA under any federal, state or
local law relating to air or water pollution, or other environmental protection
matters, or relating to occupational health or safety.
2.8 Disclosing of Material Information. Neither this Agreement nor
any exhibits hereto contains any untrue statement or material fact, or omits to
state a material fact necessary to make the statements herein or therein not
misleading, relating to the business or affairs of PRA. There is no fact known
to PRA which materially adversely affects the business, condition (financial or
otherwise) or prospects of PRA which has not been set further herein or
disclosed to Tercero.
2.9 Liabilities. There are no material liabilities of PRA, whether
accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of PRA, its agents or servants occurring prior to the statement
date, which are not disclosed by or reflected in said financial statements.
There are no such liabilities of PRA which have arisen or relate to any
transaction of PRA, its agents or servants, occurring since that statement date,
other than normal liabilities incurred in the normal conduct of the business of
PRA, and none of which have a material adverse effect on the business or
financial condition of PRA. As of the date hereof, there are no known
circumstances, conditions, happenings, events or arrangements, contractual or
otherwise, which may hereafter give rise to liabilities, except in the normal
course of business of PRA, except as disclosed in the
5
<PAGE>
Disclosure Statement.
2.10 Taxes. PRA owes no State or Federal taxes of any type or sort
except accrued corporate franchise taxes which are not yet due, and there are no
unpaid taxes which are, or could become a lien on the properties and assets of
PRA.
2.11 Accuracy of All Statements Made by PRA. No representation or
warranty by PRA in this Agreement, nor any statement certificate, schedule or
exhibit hereto furnished or to be furnished by or on behalf of PRA pursuant to
this Agreement, nor any document or certificate delivered to Tercero pursuant to
this Agreement or in connection with actions contemplated hereby, contains or
shall contain any untrue statement of material fact or omits or shall omit a
material fact necessary to make the statement contained therein not misleading.
ARTICLE III
Representations and Warranties of Tercero
Tercero represents and warrants to PRA as follows:
3.1 Organization and Good Standing of Tercero. Tercero is a
corporation duly organized, existing and of good standing under the laws of the
State of Nevada with full corporate power to carry on its business as it is now
being conducted. Tercero has qualified as a foreign corporation to do business
and is in good standing in each jurisdiction in which the character and location
of any properties owned or leased by it, or the nature of the business
previously transacted by it, makes such qualification necessary. Copies of
Tercero's Articles of Incorporation, as amended, and By-Laws, both as presently
in effect, are complete and correct.
3.2 Capitalization. Tercero's authorized capital stock consists of
50,000,000 shares of common stock, par value of $.001, of which 24,000,000
shares, are issued and outstanding, fully paid and non-assessable. There are no
outstanding warrants to purchase Tercero common stock. No preemptive rights are
conferred by the class of stock, and there are no outstanding calls,
commitments, convertible securities or demands, other than those listed above,
of any character relating to the capital
6
<PAGE>
stock of Tercero, whether issued or unissued. Investment shares of Tercero
common stock to be issued in connection with this Agreement, when so issued will
be duly authorized, validly issued, fully paid, and non-assessable. Prior to the
close, 19,200,000 of the outstanding common shares of Tercero will be
surrendered to the corporation and canceled, thus reducing to 4,800,000 the
number of Tercero common shares outstanding. The issuance of 19,200,000
restricted common shares of Tercero in accordance with this Agreement shall
raise the total shares outstanding to 24,000,000 common shares.
3.3 Authority. Trecero has the corporate power to enter into this
Agreement and to carry out the transactions contemplated hereby. The execution,
delivery and performance of this Agreement by Tercero has been duly and validly
authorized and approved by Tercero's Board of Directors. Otherwise, the entering
into this Agreement by Tercero does not, and the consummation by PRA and Tercero
of the transactions contemplated hereby, will not violate the provisions of (i)
any applicable laws of the State of Nevada, or any other jurisdiction in which
Tercero does business; (ii) Tercero's Articles of Incorporation; as amended, or
its By-Laws; or (iii) any judgement or decree applicable to subject to the
obtaining of Tercero approvals, consents, authorizations and modifications
referred to in Section 6.3 hereof, no default or breach will occur in any
material respect by virtue of this Agreement under any material contract,
mortgage, agreement, indenture or other instrument applicable to Tercero and no
rights of Tercero under any existing contract, agreement, mortgage, indenture or
other instrument will be extinguished by virtue of the Agreement.
3.4 Financial Statements. Audited financial statements for Tercero as
of a date no later than December 31, 1998 are presently being prepared. Tercero
has represented, however, that it does not have any substantial assets or
liabilities which would materially affect its status as an inactive business
corporation except accrued attorneys' fees in the approximate amount of $50,000.
Within ninety days, Tercero will present audited financial statements as of
December 31, 1998, and
7
<PAGE>
unaudited stub period reports as at the end of each calendar quarter thereafter
which shall, when presented, have been prepared in accordance with generally
accepted accounting principles consistently followed through the periods covered
by such statements, and present fairly, in accordance with generally accepted
accounting principles, the financial condition of Tercero and the results of its
operations for the periods covered thereby. There have not been any material
change in the financial condition, properties, assets, liabilities, business or
operations of Tercero sufficient to effect any changes in the representations
regarding Tercero's financial status which is set forth in this paragraph.
3.5 Absence of Certain Changes or Events. Since the date of Tercero's
last financial report there have not been:
A. Any material adverse change in the assets of Tercero.
Tercero has conducted no active business operations since the date of its last
financial report nor, to the knowledge of Tercero, has any event or condition
occurred which may result in a material change thereof.
B. Until the date of Closing, Tercero will conduct no active
business operations.
3.6 Litigation. There are no judicial or administrative actions,
suits of a material nature, proceedings or investigations pending, or threatened
against Tercero which might result in any material adverse change in the
condition or prospects of Tercero or in any material liability on the part of
Tercero or which question the validity of the Agreement of any action taken or
to be taken in connections herewith. There are no citations, fines or penalties
heretofore asserted against Tercero under any federal, state or local law
relating to air or water pollution, or other environmental protection matters,
or relating to occupational health or safety.
3.7 Disclosing of Material Information. Neither this Agreement nor
any exhibit hereto contains any untrue statement of material fact, or admits to
state a material fact necessary to make the statement herein or therein not
misleading, relating to the business or affairs of to the best knowledge and
belief of its sole remaining officer and director.
8
<PAGE>
3.8 Liabilities. There are no material liabilities of Tercero,
whether accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of Tercero, its agent or servants occurring prior to the statement
date, which are not disclosed by or reflected in said financial statements.
There are no such liabilities of Tercero which have arisen or relate to any
transaction of Tercero, its agents or servants, occurring since that statement
date, and none of which have a material adverse effect on the business or
financial condition of Tercero. As of the date hereof, there are no known
circumstances, conditions, happenings, events or arrangements, contractual or
otherwise, which may hereafter give rise to and claims against or liabilities of
Tercero.
3.9 Taxes. All federal, province, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales, use, gross
receipts and other taxes (including any interest or penalties relating thereto)
and assessments which are due and payable have been duly reported, fully paid
and discharged as reported by Tercero, and there are no unpaid taxes which are,
or could become a lien on the properties and assets of Tercero, except as
provided for in the financial statements of their date, or have been incurred in
the normal course of business of Tercero since that date. All tax returns of any
kind required to be filed have been filed and the taxes paid or accrued.
3.10 Accuracy of All Statements Made by Tercero. No representation or
warranty by Tercero in this Agreement, nor any statement certificate, schedule
or exhibit hereto furnished or to be furnished by or on behalf of Tercero
pursuant to this Agreement, nor any document or certificate delivered to PRA
pursuant to this Agreement or in connection with actions contemplated hereby
contains or shall contain any untrue statement of material fact or omits or
shall omit a material fact necessary to make the statement contained therein not
misleading.
ARTICLE IV
Covenants of PRA
PRA Covenants with Tercero as follows:
4.1 Negative Covenants. From the date of this Agreement, and PRIOR to
closing, PRA
9
<PAGE>
will not, without the prior written consent of Tercero engage in any of the
following transactions.
A. Conduct any active business operations except those
necessary to maintain its property and any intangible assets;
B. Pay any dividend or make any distribution in respect to this
capital stock;
C. Sell any of its assets, other than in the ordinary course of
business;
D. Amend its Certificate of Incorporation or its By-Laws;
E. Recapitalize, reorganize or be a party to any merger or
consolidation or sale of all or substantially all of its assets; or
F. Make any loans or grant increases in compensation to its
officers or employees.
4.2 Affirmative Covenants. Prior to the Closing Date, PRA will do or
has done the following:
A. Obtain the written consent of all the members of PRA's Board
of Directors and the written consent of its six (6) stockholders to its entry
into and performance of this Agreement;
B. PRA will use its best efforts to preserve its business
organization intact, and retain the services of its officers and employees;
C. PRA will afford to the officers, attorneys, accountants and
other authorized representatives of Tercero full and free access to its
properties, books, tax returns and records, in order that Tercero may have a
full opportunity to make such investigations as Tercero desires of the affairs
of PRA;
D. PRA will promptly advise Tercero in writing of any
materially adverse change in the financial condition, business, or operations,
any breach of its representatives or warranties contained herein, and any
material contract, agreement, license or other arrangement which, if in effect
on the date of this Agreement, should have been included in this Agreement; and
E. PRA will use its best efforts to accomplish all actions
necessary to consummate
10
<PAGE>
the Plan of Exchange, including the satisfaction of all the conditions set forth
in this Agreement.
ARTICLE V
Covenants of Tercero
Tercero covenants with PRA as follows:
5.1 Negative Covenants. Tercero will not, without prior written
consent of PRA:
A. Declare any dividends payable in shares of Tercero common
stock;
B. Split or combine or reclassify the outstanding shares of
Tercero common stock; or
C. Issue any additional common shares.
5.2 Affirmative Covenants. Prior to Closing date, Tercero will do the
following:
A. Tercero will immediately cause 19,200,000 of its 24,000,000
outstanding common shares to be returned to the corporation and canceled,
reducing to 4,800,000 the number of its common shares outstanding. Promptly
after the Closing, Tercero will issue and deliver the 19,200,000 shares of
Tercero common stock required by this agreement, and will take all other actions
necessary to perform Tercero's obligations hereunder;
B. Tercero will promptly advise PRA in writing of any
materially adverse changes in the financial condition, business, operations, or
key personnel of Tercero, any breach of its representatives or warranties
contained herein, and any material contract, agreement, license or other
arrangement which, if in effect on the date of this Agreement, should have been
included in the Agreement;
C. Tercero will afford to the officers, attorneys, accountants
and other authorized representatives of PRA full and free access to its
properties, books, tax returns and records, in order that PRA may have a full
opportunity to make such investigations as PRA desires of the affairs of
Tercero.
11
<PAGE>
ARTICLE VI
Mutual Conditions
Neither PRA nor Tercero will be obligated to complete or cause to be
completed the transactions contemplated by this Agreement unless the following
conditions have been met PRIOR to or at the Closing:
6.1 Absence of Restraint. No order to restrain, enjoin or otherwise
prevent the consummation of this Agreement, or the transactions contemplated
herein shall have been entered by any court of or administrative body, and no
proceeding to obtain any such order shall have been commenced or shall be
threatened.
6.2 Absence of Termination. The obligations to consummate the
transactions contemplated hereby shall not have been canceled pursuant to
Section 9.1.
6.3 Required Approvals. PRA and Tercero shall have received all such
approvals, consents, authorizations or modifications as may be required to
permit the performance by PRA and Tercero of their respective obligations under
this Agreement, and the consummation of the transaction herein contemplated.
ARTICLE VII
Conditions to PRA's Obligations
PRA shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions have
been met PRIOR to or at the Closing:
7.1 Compliance with Representations, Warranties and Covenants. All of
the representations and warranties of Tercero made in or pursuant to this
Agreement are true and shall be true in all material respects at and as of the
Closing date, with the same force and effect for changes contemplated or
permitted by the Agreement or otherwise approved in writing by PRA. Tercero
shall have complied with and performed all of the covenants contained in this
Agreement to be performed
12
<PAGE>
by them at or prior to the Closing Date.
ARTICLE VIII
Conditions to Obligations of Tercero
Tercero shall not be obligated to complete or cause to be completed the
transactions contemplated by this Agreement unless the following conditions have
been met PRIOR to or at the Closing:
8.1 Representations, Warranties and Covenants. All of the
representations and warranties of PRA contained in this Agreement and in its
Business Plan provided Tercero are true and shall be true in all material
respects at and as of the Closing Date.
ARTICLE IX
Miscellaneous
9.1 Termination. This Agreement may be terminated or canceled, and
the transactions contemplated hereby may be abandoned, notwithstanding
stockholder authorization, at any time before consummation of the Agreement:
A. By mutual consent of the Board of Directors of PRA and
Tercero;
B. By any party in the event that any of the conditions
specified in Article VI shall not have been satisfied within the time
contemplated by this Agreement;
C. By Tercero if any of the conditions specified in Article
VIII shall not have been satisfied within the time contemplated by this
Agreement; or
D. By PRA if any of the conditions specified in Article VII
shall not have been satisfied within the time contemplated by this Agreement.
9.2 Effect of Termination. If this Agreement is terminated, this
Agreement, except as to Sections 9.3 and 9.4, shall no longer be of any force or
effect and there shall be no liability on the part of any part of any party or
its respective directors, officers or stockholders provided, however, that in
the case of a termination without cause by a party or a termination pursuant to
Section 9.1 (c) or (d)
13
<PAGE>
[THIS PAGE IS INTENTIONAL LEFT BLANK]
14
<PAGE>
public officials and of corporate officers, opinions of corporate general
counsel, and such other evidence as such counsel may reasonably deem
appropriate, and as to matters governed by laws of jurisdictions other than the
United States or the state in which said counsel is located, an opinion of local
counsel in jurisdictions, which counsel shall be satisfactory to the other
parties in the exercise of their reasonable judgement.
9.8 Notices. Any notice to any party hereto pursuant to this
Agreement shall be given by Certified or Registered mail, addressed as follows:
Tercero Corporation
836 S. Arroyo Parkway
Pasadena, CA 91105
Press Realty Advisors, L.L.C.
1939 South 300 West, Suite 103
Salt Lake City, UT 84115
9.9 Amendment. This Agreement may be amended with the approval of the
Board of Directors of PRA and Tercero at any time before or after approval
thereof by the stockholders of PRA and Tercero, but after any such stockholder
approval, no amendment shall be made which substantially and adversely changes
the terms hereof. This Agreement may not be amended except by an instrument in
writing signed on behalf of each of the parties hereto.
9.10 Entire Agreement; Counterparts; Applicable Law. This Agreement
(a) constitutes the entire agreement and superseded all PRIOR agreements and
understanding, both written and oral among the parties with respect to the
subject matter hereof, (b) may be executed in several counterparts, each of
which will be deemed an original and all of which shall constitute one and the
same instrument, and (c) shall be governed in all respects, including validity,
interpretation and effect, by the laws of the State of Nevada.
9.11 Titles. The titles and capitals of the Sections and paragraphs of
this Agreement are included for convenience of reference any and shall have no
effect on the constructions or meaning o this Agreement.
15
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
TERCERO CORPORATION
By: /s/ Loren Gene Morphen
---------------------------------------
Loren Gene Morphew, President and sole
Director
PRESS REALTY ADVISORS, L.L.C.
By: /s/ David Murdock
---------------------------------------
David Murdock, President
16
