U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Amendment # 1
General Form for Registration of Securities
of Small Business Issuers
Under Section 12(b) or (g) of
the Securities Exchange Act of 1934
Pacific Acquisition Corporation
(Name of Small Business Issuer)
Nevada 88-0458153
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
2915 West Charleston, Suite #7 Las Vegas, NV 89102
(Address of Principal Executive Offices including Zip Code)
702/383-6520
(Issuer's Telephone Number)
Securities to be Registered Under Section 12(b) of the Act: None
Securities to be Registered Under Section 12(g) of the Act: Common Stock
$.001 Par Value
(Title of Class)
PART I
ITEM 1. BUSINESS.
ACS Acquisition Corporation (the "Company") was incorporated on March 6,
2000 under the laws of the State of Nevada to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions.
The Company has been in the developmental stage since inception and has no
operations to date other than issuing shares to its original shareholder.
The Company will attempt to locate and negotiate with a business entity
for the combination of that target company with the Company. The combination
will normally take the form of a merger, stock-for-stock exchange or
stock-for-assets exchange. In most instances the target company will wish to
structure the business combination to be within the definition of a tax-free
reorganization under Section 351 or Section 368 of the Internal Revenue Code of
1986, as amended.
No assurances can be given that the Company will be successful in locating
or negotiating with any target company.
The Company has been formed to provide a method for a foreign or domestic
private company to become a reporting ("public") company with a class of
registered securities.
ASPECTS OF A REPORTING COMPANY
There are certain perceived benefits to being a reporting company. These
are commonly thought to include the following:
* increased visibility in the financial community;
* provision of information required under Rule 144 for
trading of eligible securities;
* compliance with a requirement for admission to quotation
on the OTC Bulletin Board maintained by Nasdaq or on the
Nasdaq SmallCap Market;
* the facilitation of borrowing from financial institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising of capital;
* compensation of key employees through stock options for
which there may be a market valuation;
* enhanced corporate image.
There are also certain perceived disadvantages to being a reporting
company. These are commonly thought to include the following:
* requirement for audited financial statements;
* required publication of corporate information;
* required filings of periodic and episodic reports with
the Securities and Exchange Commission;
* increased rules and regulations governing management,
corporate activities and shareholder relations.
COMPARISON WITH INITIAL PUBLIC OFFERING
Certain private companies may find a business combination more attractive
than an initial public offering of their securities. Reasons for this may
include the following:
* inability to obtain underwriter;
* possible larger costs, fees and expenses;
* possible delays in the public offering process;
* greater dilution of their outstanding securities.
Certain private companies may find a business combination less attractive
than an initial public offering of their securities. Reasons for this may
include the following:
* no investment capital raised through a business combination;
* no underwriter support of after-market trading.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a business
combination with the Company may include the following:
* a company for which a primary purpose of becoming public
is the use of its securities for the acquisition of
assets or businesses;
* a company which is unable to find an underwriter of its
securities or is unable to find an underwriter of
securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;
* a company which believes that it will be able to obtain
investment capital on more favorable terms after it has
become public;
* a foreign company which may wish an initial entry into
the United States securities market;
* a special situation company, such as a company seeking a
public market to satisfy redemption requirements under a
qualified Employee Stock Option Plan;
* a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally involve the
transfer to the target company of the majority of the issued and outstanding
common stock of the Company, and the substitution by the target company of its
own management and board of directors.
No assurances can be given that the Company will be able to enter into a
business combination, as to the terms of a business combination, or as to the
nature of the target company.
The proposed business activities described herein classify the Company as
a "blank check" company. The Securities and Exchange Commission and certain
states have enacted statutes, rules and regulations limiting the sale of
securities of blank check companies. The Company will not issue or sell
additional shares or take any efforts to cause a market to develop in the
Company's securities until such time as the Company has successfully implemented
its business plan and it is no longer classified as a blank check company.
The two shareholders of the Company have executed and delivered agreements
affirming that they will not sell or otherwise transfer their shares except in
connection with or following a business combination.
The Company is voluntarily filing this Registration Statement with the
Securities and Exchange Commission and is under no obligation to do so under the
Securities Exchange Act of 1934. The Company will continue to file all reports
required of it under the Exchange Act until a business combination has occurred.
A business combination will normally result in a change in control and
management of the Company. Since a benefit of a business combination with the
Company would normally be considered its status as a reporting company, it is
anticipated that the Company will continue to file reports under the Exchange
Act following a business combination. No assurance can be given that this will
occur or, if it does, for how long.
Troy Mochoruk is the sole officer and director of the Company and the
controlling shareholder of the Company's 50% beneficial owner and shareholder,
Imperial Investments Nevada, Inc.. The Company has no employees nor are there
any other persons than Mr. Mochoruk who devote any of their time to its affairs.
Mr. Mochoruk will not begin any services on behalf of the Company until after
the effective date of the registration statement. All references herein to
management of the Company are to Mr. Mochoruk. The inability at any time of Mr.
Mochoruk to devote sufficient attention to the Company could have a material
adverse impact on its operations.
GLOSSARY
"Blank Check" Company As used herein, a "blank check" company
is a development stage company that has no specific
business plan or purpose or has indicated that its
business plan is to engage in a merger or acquisition
with an unidentified company or companies.
Business Combination Normally a merger, stock-for-stock exchange
or stock-for-assets exchange between a target company
and the Registrant or the shareholders of the
Registrant.
The Registrant Company or The corporation whose common stock is the
subject of this Registration Statement.
Exchange Act The Securities Exchange Act of 1934, as
amended.
Securities Act The Securities Act of 1933, as amended.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
THE COMPANY HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS AND OPERATES
AT A LOSS. The Company has had no operating history nor any revenues or earnings
from operations. The Company has no significant assets or financial resources.
The Company has operated at a loss to date and will, in all likelihood, continue
to sustain operating expenses without corresponding revenues, at least until the
consummation of a business combination. See PART F/S: "FINANCIAL STATEMENTS".
Imperial Investments Nevada, Inc has agreed to pay all expenses incurred by the
Company until a business combination without repayment by the Company. Imperial
Investments Nevada, Inc. is the sole shareholder of the Company. There is no
assurance that the Company will ever be profitable.
COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. The Company's president, is
Troy Mochoruk who is a director and a 50% beneficial owner of it's common stock.
Because management consists of only one person, the Company does not benefit
from multiple judgments that a greater number of directors or officers would
provide and the Company will rely completely on the judgment of its sole officer
and director when selecting a target company. Mr. Mochoruk anticipates devoting
only a limited amount of time per month to the business of the Company and does
not anticipate commencing any services until after the effective date of the
registration statement. Mr. Mochoruk has not entered into a written employment
agreement with the Company and he is not expected to do so. The Company has not
obtained key man life insurance on Mr. Mochoruk. The loss of the services of Mr.
Mochoruk would adversely affect development of the Company's business and its
likelihood of continuing operations. However, Mr. Mochoruk does not have
majority control of the corporation because of another beneficial owner who owns
50% of the company consisting of 2,500,000 shares. Mr. Mohcoruk was granted the
rights by Mr. Charles to make all decisions pertaining to a business combination
candidate.
CONFLICTS OF INTEREST. Mr. Mochoruk, the Company's president, participates
in other business ventures which may compete directly with the Company.
Additional conflicts of interest and non-arms length transactions may also arise
in the future. The Company has adopted a policy that it will not enter into a
business combination with any entity in which any member of management serves as
an officer, director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. The terms of business
combination may include such terms as Mr. Mochoruk remaining a director or
officer of the Company. The terms of a business combination may provide for a
payment by cash or otherwise to Imperial Investments Nevada, Inc., for the
purchase or retirement of all or part of its common stock of the Company by a
target company or for services rendered incident to or following a business
combination. Mr. Mochoruk would directly benefit from such employment or
payment. Such benefits may influence Mr. Mochoruk's choice of a target company.
The Certificate of Incorporation of the Company provides that the Company may
indemnify officers and/or directors of the Company for liabilities, which can
include liabilities arising under the securities laws. Therefore, assets of the
Company could be used or attached to satisfy any liabilities subject to such
indemnification. See "ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS--Conflicts of Interest."
THERE IS A FOUNDER OF THE COMPANY WHO IS CLASSIFIED AS A BENIFICIAL OWNER.
An additional shareholder of the Company is Mr. Kelly Charles. Mr. Charles was
issued 2,500,000 shares of common stock at inception for services performed
during incorporation. Mr. Charles owns 50% of the outstanding stock and is
classified as a beneficial owner. Mr. Charles has agreed not to transfer or
reassign shares until the Company is no longer classified as a "Blank Check"
Company and has signed a lock up agreement until such time. The Lock Up
agreement has been included as an exhibit to this registration statement. Mr.
Charles granted the rights to Mr. Mochoruk to make all decisions pertaining to a
business combination candidate.
THE PROPOSED OPERATIONS OF THE COMPANY ARE SPECULATIVE. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition and management of the identified target company.
While business combinations with entities having established operating histories
are preferred, there can be no assurance that the Company will be successful in
locating candidates meeting such criteria. The decision to enter into a business
combination will likely be made without detailed feasibility studies,
independent analysis, market surveys or similar information which, if the
Company had more funds available to it, would be desirable. In the event the
Company completes a business combination the success of the Company's operations
will be dependent upon management of the target company and numerous other
factors beyond the Company's control. There is no assurance that the Company can
identify a target company and consummate a business combination.
PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a public market
develops for the Company's securities following a business combination, such
securities may be classified as a penny stock depending upon their market price
and the manner in which they are traded. The Securities and Exchange Commission
has adopted Rule 15g-9 which establishes the definition of a "penny stock," for
purposes relevant to the Company, as any equity security that has a market price
of less than $5.00 per share or with an exercise price of less than $5.00 per
share whose securities are admitted to quotation but do not trade on the Nasdaq
SmallCap Market or on a national securities exchange. For any transaction
involving a penny stock, unless exempt, the rules require delivery by the broker
of a document to investors stating the risks of investment in penny stocks, the
possible lack of liquidity, commissions to be paid, current quotation and
investors' rights and remedies, a special suitability inquiry, regular reporting
to the investor and other requirements. Prices for penny stocks are often not
available and investors are often unable to sell such stock. Thus an investor
may lose his investment in a penny stock and consequently should be cautious of
any purchase of penny stocks.
THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. The Company is and will continue to be an
insignificant participant in the business of seeking mergers with and
acquisitions of business entities. A large number of established and
well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies which may be merger or acquisition target
candidates for the Company. Nearly all such entities have significantly greater
financial resources, technical expertise and managerial capabilities than the
Company and, consequently, the Company will be at a competitive disadvantage in
identifying possible business opportunities and successfully completing a
business combination. Moreover, the Company will also compete with numerous
other small public companies in seeking merger or acquisition candidates.
THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO MINIMUM
REQUIREMENTS FOR BUSINESS COMBINATION. The Company has no current arrangement,
agreement or understanding with respect to engaging in a business combination
with a specific entity. There can be no assurance that the Company will be
successful in identifying and evaluating suitable business opportunities or in
concluding a business combination. No particular industry or specific business
within an industry has been selected for a target company. The Company has not
established a specific length of operating history or a specified level of
earnings, assets, net worth or other criteria which it will require a target
company to have achieved, or without which the Company would not consider a
business combination with such business entity. Accordingly, the Company may
enter into a business combination with a business entity having no significant
operating history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative characteristics. There is
no assurance that the Company will be able to negotiate a business combination
on terms favorable to the Company.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION. Pursuant to the
requirements of Section 13 of the Securities Exchange Act of 1934 (the "Exchange
Act"), the Company is required to provide certain information about significant
acquisitions including audited financial statements of the acquired company.
These audited financial statements must be furnished within 75 days following
the effective date of a business combination. Obtaining audited financial
statements are the economic responsibility of the target company. The additional
time and costs that may be incurred by some potential target companies to
prepare such financial statements may significantly delay or essentially
preclude consummation of an otherwise desirable acquisition by the Company.
Acquisition prospects that do not have or are unable to obtain the required
audited statements may not be appropriate for acquisition so long as the
reporting requirements of the Exchange Act are applicable. Notwithstanding a
target company's agreement to obtain audited financial statements within the
required time frame, such audited financials may not be available to the Company
at the time of effecting a business combination. In cases where audited
financials are unavailable, the Company will have to rely upon unaudited
information that has not been verified by outside auditors in making its
decision to engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a business entity
might prove to be an unfavorable one for the Company.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. The Company has neither
conducted, nor have others made available to it, market research indicating that
demand exists for the transactions contemplated by the Company. Even in the
event demand exists for a transaction of the type contemplated by the Company,
there is no assurance the Company will be successful in completing any such
business combination.
REGULATION UNDER INVESTMENT COMPANY ACT. In the event the Company engages
in business combinations which result in the Company holding passive investment
interests in a number of entities, the Company could be subject to regulation
under the Investment Company Act of 1940. Passive investment interests, as used
in the Investment Company Act, essentially means investments held by entities
which do not provide management or consulting services or are not involved in
the business whose securities are held. In such event, the Company would be
required to register as an investment company and could be expected to incur
significant registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission as to the
status of the Company under the Investment Company Act of 1940. Any violation of
such Act could subject the Company to material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination
involving the issuance of the Company's common stock will, in all likelihood,
result in shareholders of a target company obtaining a controlling interest in
the Company. As a condition of the business combination agreement, Imperial
Investments Nevada, Inc., a 50% beneficial owner of the Company, may agree to
sell or transfer all or a portion of its Company's common stock so to provide
the target company with all or majority control. The resulting change in control
of the Company will likely result in removal of the present officer and director
of the Company and a corresponding reduction in or elimination of his
participation in the future affairs of the Company.
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the issuance of a
significant number of additional shares. Depending upon the value of the assets
acquired in such business combination, the per share value of the Company's
common stock may increase or decrease, perhaps significantly.
TAXATION. Federal and state tax consequences will, in all likelihood, be
major considerations in any business combination the Company may undertake.
Currently, such transactions may be structured so as to result in tax-free
treatment to both companies, pursuant to various federal and state tax
provisions. The Company intends to structure any business combination so as to
minimize the federal and state tax consequences to both the Company and the
target company; however, there can be no assurance that such business
combination will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a transfer of
stock or assets. A non-qualifying reorganization could result in the imposition
of both federal and state taxes which may have an adverse effect on both parties
to the transaction.
ITEM 2. PLAN OF OPERATION
SEARCH FOR TARGET COMPANY
Imperial Investments Nevada, Inc., a 50% shareholder and beneficial owner
of the Company will supervise the search for target companies as potential
candidates for a business combination. Imperial Investments Nevada, Inc, will
also pay all expenses of the Company without repayment until such time as a
business combination is effected, without repayment. Troy Mochoruk, who is the
sole officer and director of the Company, is the sole officer and director and
controlling shareholder of Imperial Investments Nevada, Inc.
Imperial Investments Nevada, Inc. may only locate potential target
companies for the Company and is not authorized to enter into any agreement with
a potential target company binding the Company. The company has no written
agreement with Imperial Investments Nevada, Inc. Imperial Investments Nevada,
Inc. has assisted other companies similar to the COmpany performing similar
functions. Imperial Investments Nevada, Inc., may provide assistance to target
companies incident to and following a business combination, and receive payment
for such assistance from target companies.
Imperial Investments Nevada, Inc. was issued 2,500,000 shares of par value
$.001 common stock per share at inception as a founder and services performed at
inception.
The other beneficial owner and 50% shareholder is Mr. Kelly Charles who
was issued 2,500,000 shares of the Company's $.001 par value common stock at
inception for services performed during incorporation.
Imperial Investments Nevada, Inc. may enter into agreements with other
consultants to assist it in locating a target company and may share its stock in
the Company with or grant options on such stock to such referring consultants
and may make payment to such consultants from its own resources. There is no
minimum or maximum amount of stock, options, or cash that Imperial Investments
Nevada, Inc. may grant or pay to such consultants. Imperial Investments Nevada,
Inc. is solely responsible for the costs and expenses of its activities in
seeking a potential target company, including any agreements with consultants,
and the Company has no obligation to pay any costs incurred or negotiated by
Imperial Investments Nevada, Inc.
Imperial Investments Nevada, Inc. may seek to locate a target company
through solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms, accounting firms,
investment bankers, financial advisors and similar persons, the use of one or
more World Wide Web sites and similar methods. If Imperial Investments Nevada,
Inc. engages in solicitation, no estimate can be made as to the number of
persons who may be contacted or solicited. To date Imperial Investments Nevada,
Inc. has not utilized solicitation and expects to rely on consultants in the
business and financial communities for referrals of potential target companies.
MANAGEMENT OF THE COMPANY
The Company has no full time employees. Troy Mochoruk is the sole officer
of the Company and its sole director. Mr. Mochoruk is also the controlling
shareholder of Imperial Investments Nevada, Inc., one of the Company's
shareholders and beneficial owners. Mr. Mochoruk, as president of the Company,
has agreed to allocate a limited portion of his time to the activities of the
Company after the effective date of the registration statement without
compensation. Potential conflicts may arise with respect to the limited time
commitment by Mr. Mochoruk and the potential demands of the Company's
activities.
The amount of time spent by Mr. Mochoruk on the activities of the Company
is not predictable. Such time may vary widely from an extensive amount when
reviewing a target company and effecting a business combination to an
essentially quiet time when activities of management focus elsewhere, or some
amount in between. It is impossible to predict the amount of time Mr. Mochoruk
will actually be required to spend to locate a suitable target company. Mr.
Mochoruk estimates that the business plan of the Company can be implemented by
devoting approximately 10 to 25 hours per month over the course of several
months but such figure cannot be stated with precision. Mr. Mochoruk does not
anticipate performing any services on behalf of the Company until after the
effective date of the registration statement.
GENERAL BUSINESS PLAN
The Company's purpose is to seek, investigate and, if such investigation
warrants, acquire an interest in a business entity which desires to seek the
perceived advantages of a corporation which has a class of securities registered
under the Exchange Act. The Company will not restrict its search to any specific
business, industry, or geographical location and the Company may participate in
a business venture of virtually any kind or nature. Management anticipates that
it will be able to participate in only one potential business venture because
the Company has nominal assets and limited financial resources. See PART F/S,
"FINANCIAL STATEMENTS." This lack of diversification should be considered a
substantial risk to the shareholders of the Company because it will not permit
the Company to offset potential losses from one venture against gains from
another.
The Company may seek a business opportunity with entities which have
recently commenced operations, or which wish to utilize the public marketplace
in order to raise additional capital in order to expand into new products or
markets, to develop a new product or service, or for other corporate purposes.
The Company anticipates that the selection of a business opportunity in
which to participate will be complex and extremely risky. Management believes
(but has not conducted any research to confirm) that there are business entities
seeking the perceived benefits of a reporting corporation. Such perceived
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, increasing the opportunity to use
securities for acquisitions, providing liquidity for shareholders and other
factors. Business opportunities may be available in many different industries
and at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities difficult
and complex.
The Company has, and will continue to have, no capital with which to
provide the owners of business entities with any cash or other assets. However,
management believes the Company will be able to offer owners of acquisition
candidates the opportunity to acquire a controlling ownership interest in a
reporting company without incurring the cost and time required to conduct an
initial public offering. Management has not conducted market research and is not
aware of statistical data to support the perceived benefits of a business
combination for the owners of a target company.
The analysis of new business opportunities will be undertaken by, or under
the supervision of, the officer and director of the Company, who is not a
professional business analyst. In analyzing prospective business opportunities,
management may consider such matters as the available technical, financial and
managerial resources; working capital and other financial requirements; history
of operations, if any; prospects for the future; nature of present and expected
competition; the quality and experience of management services which may be
available and the depth of that management; the potential for further research,
development, or exploration; specific risk factors not now foreseeable but which
then may be anticipated to impact the proposed activities of the Company; the
potential for growth or expansion; the potential for profit; the perceived
public recognition or acceptance of products, services, or trades; name
identification; and other relevant factors. This discussion of the proposed
criteria is not meant to be restrictive of the Company's virtually unlimited
discretion to search for and enter into potential business opportunities.
The Company is subject to all of the reporting requirements included in
the Exchange Act. Included in these requirements is the duty of the Company to
file audited financial statements as part of or within 60 days following the due
date for filing its Current Report on Form 8-K which is required to be filed
with the Securities and Exchange Commission within 15 days following the
completion of a business combination. The Company intends to acquire or merge
with a company for which audited financial statements are available or for which
it believes audited financial statements can be obtained within the required
period of time. The Company may reserve the right in the documents for the
business combination to void the transaction if the audited financial statements
are not timely available or if the audited financial statements provided do not
conform to the representations made by the target company.
The Company will not restrict its search for any specific kind of business
entities, but may acquire a venture which is in its preliminary or development
stage, which is already in operation, or in essentially any stage of its
business life. It is impossible to predict at this time the status of any
business in which the Company may become engaged, in that such business may need
to seek additional capital, may desire to have its shares publicly traded, or
may seek other perceived advantages which the Company may offer.
Following a business combination the Company may benefit from the services
of others in regard to accounting, legal services, underwritings and corporate
public relations. If requested by a target company, management may recommend one
or more underwriters, financial advisors, accountants, public relations firms or
other consultants to provide such services.
A potential target company may have an agreement with a consultant or
advisor providing that services of the consultant or advisor be continued after
any business combination. Additionally, a target company may be presented to the
Company only on the condition that the services of a consultant or advisor be
continued after a merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys, accountants,
advisors or consultants could be a factor in the selection of a target company.
TERMS OF A BUSINESS COMBINATION
In implementing a structure for a particular business acquisition, the
Company may become a party to a merger, consolidation, reorganization, joint
venture, or licensing agreement with another corporation or entity. On the
consummation of a transaction, it is likely that the present management and
shareholders of the Company will no longer be in control of the Company. In
addition, it is likely that the Company's officer and director will, as part of
the terms of the business combination, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such business
combination would be issued in reliance upon exemption from registration under
applicable federal and state securities laws. In some circumstances, however, as
a negotiated element of its transaction, the Company may agree to register all
or a part of such securities immediately after the transaction is consummated or
at specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after the Company has entered into an
agreement for a business combination or has consummated a business combination
and the Company is no longer considered a blank check company. The issuance of
additional securities and their potential sale into any trading market which may
develop in the Company's securities may depress the market value of the
Company's securities in the future if such a market develops, of which there is
no assurance.
While the terms of a business transaction to which the Company may be a
party cannot be predicted, it is expected that the parties to the business
transaction will desire to avoid the creation of a taxable event and thereby
structure the acquisition in a tax-free reorganization under Sections 351 or 368
of the Internal Revenue Code of 1986, as amended.
With respect to negotiations with a target company, management expects to
focus on the percentage of the Company which target company shareholders would
acquire in exchange for their shareholdings in the target company. Depending
upon, among other things, the target company's assets and liabilities, the
Company's shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in the Company following any merger or
acquisition. The percentage of ownership may be subject to significant reduction
in the event the Company acquires a target company with substantial assets. Any
merger or acquisition effected by the Company can be expected to have a
significant dilutive effect on the percentage of shares held by the Company's
shareholders at such time.
The Company will participate in a business combination only after the
negotiation and execution of appropriate agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require certain
representations and warranties of the parties thereto, will specify certain
events of default, will detail the terms of closing and the conditions which
must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.
Imperial Investments Nevada, Inc. will pay all expenses in regard to its
search for a suitable target company. The Company does not anticipate expending
funds itself for locating a target company. Troy Mochoruk, the officer and
director of the Company, will provide his services without charge or repayment
by the Company after the effective date of the registration statement. The
Company will not borrow any funds to make any payments to the Company's
management, its affiliates or associates. If Imperial Investments Nevada, Inc.
stops or becomes unable to continue to pay the Company's operating expenses, the
Company may not be able to timely make its periodic reports required under the
Securities Exchange Act of 1934 nor to continue to search for an acquisition
target. In such event, the Company would seek alternative sources of funds or
services, primarily through the issuance of its securities.
The Board of Directors has passed a resolution which contains a policy
that the Company will not seek a business combination with any entity in which
the Company's officer, director, shareholders or any affiliate or associate
serves as an officer or director or holds any ownership interest.
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
As part of a business combination agreement, the Company intends to
obtain certain representations and warranties from a target company as to its
conduct following the business combination. Such representations and warranties
may include (i) the agreement of the target company to make all necessary
filings and to take all other steps necessary to remain a reporting company
under the Exchange Act (ii) imposing certain restrictions on the timing and
amount of the issuance of additional free-trading stock, including stock
registered on Form S-8 or issued pursuant to Regulation S and (iii) giving
assurances of ongoing compliance with the Securities Act, the Exchange Act, the
General Rules and Regulations of the Securities and Exchange Commission, and
other applicable laws, rules and regulations.
A prospective target company should be aware that the market price and
trading volume of the Company's securities, when and if listed for secondary
trading, may depend in great measure upon the willingness and efforts of
successor management to encourage interest in the Company within the United
States financial community. The Company does not have the market support of an
underwriter that would normally follow a public offering of its securities.
Initial market makers are likely to simply post bid and asked prices and are
unlikely to take positions in the Company's securities for their own account or
customers without active encouragement and a basis for doing so. In addition,
certain market makers may take short positions in the Company's securities,
which may result in a significant pressure on their market price. The Company
may consider the ability and commitment of a target company to actively
encourage interest in the Company's securities following a business combination
in deciding whether to enter into a transaction with such company.
A business combination with the Company separates the process of
becoming a public company from the raising of investment capital. As a result, a
business combination with Company normally will not be a beneficial transaction
for a target company whose primary reason for becoming a public company is the
immediate infusion of capital. The Company may require assurances from the
target company that it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the business
combination. However, it is possible that a target company may give such
assurances in error, or that the basis for such belief may change as a result of
circumstances beyond the control of the target company.
Prior to completion of a business combination, the Company may require
that it be provided with written materials regarding the target company
containing such items as a description of products, services and company
history; management resumes; financial information; available projections, with
related assumptions upon which they are based; an explanation of proprietary
products and services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of compensation to
management; a description of transactions between such company and its
affiliates during relevant periods; a description of present and required
facilities; an analysis of risks and competitive conditions; a financial plan of
operation and estimated capital requirements; audited financial statements, or
if they are not available, unaudited financial statements, together with
reasonable assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days following
completion of a business combination; and other information deemed relevant.
COMPETITION
The Company will remain an insignificant participant among the firms which
engage in the acquisition of business opportunities. There are many established
venture capital and financial concerns which have significantly greater
financial and personnel resources and technical expertise than the Company. In
view of the Company's combined extremely limited financial resources and limited
management availability, the Company will continue to be at a significant
competitive disadvantage compared to the Company's competitors.
ITEM 3. DESCRIPTION OF PROPERTY
The Company has no properties and at this time has no agreements to acquire
any properties. The Company currently uses the offices of Imperial Investments
Nevada, Inc. at no cost to the Company. Imperial Investments Nevada, Inc. has
agreed to continue this arrangement until the Company completes a business
combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth each person known by the Company to be the
beneficial owner of five percent or more of the Company's Common Stock, all
directors individually and all directors and officers of the Company as a group.
Except as noted, each person has sole voting and investment power with respect
to the shares shown.
<TABLE>
<S> <C> <C>
Amount of
Name and Address Beneficial Percentage
of Beneficial Owner Ownership of Class
Imperial Investments Nevada, Inc. (1) 2,500,000 50%
2915 West Charleston
Suite # 7
Las Vegas, NV 89014
Troy Mochoruk (2) 2,500,000 50%
2915 West Charleston
Suite # 7
Las Vegas, NV 89014
Kelly Charles (3) 2,500,0000 50%
87 Sea Holly Way
Henderson, NV 89014
All Executive Officers and
Directors and control persons
as a Group (2 Person) 5,000,000 100%
</TABLE>
(1) Mr. Mochoruk is the controlling shareholder and sole director and officer
of Imperial Investments Nevada, Inc. Imperial Investments Nevada, Inc. has
agreed to provide certain assistance to the Company in locating potential
target companies, and to pay all costs of the Company until a business
combination, without reimbursement. See "PLAN OF OPERATION General Business
Plan".
(2) As the controlling shareholder, sole director and officer of Imperial
Investments Nevada, Inc., Mr. Mochoruk is deemed to be the beneficial owner
of the common stock of the Company owned by Imperial Investments Nevada,
Inc..
(3) Mr. Charles is classified as a beneficial owner of the Company as
classified for owning more than 5% of the Company's common stock.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The Company has one Director and Officer as follows:
<TABLE>
<S> <C> <C>
Name Age Positions and Offices Held
Troy D. Mochoruk 29 President, Secretary, Director
</TABLE>
There are no agreements or understandings for the officer or director to
resign at the request of another person and the above-named officer and director
is not acting on behalf of nor will act at the direction of any other person.
Set forth below is the name of the director and officer of the Company,
all positions and offices with the Company held, the period during which he has
served as such, and the business experience during at least the last five years:
Troy Mochoruk has been the President and beneficial owner of Imperial
Investments Nevada, Inc. from 1993 to 2000. Imperial Investments is engaged in
the business of Investment Banking and Business Consulting. Mr. Mochoruk has
been involved in locating funds for companies throughout the United States and
Canada. Mr. Mochoruk also has an associate office in Vancouver British Columbia
performing the same services. Mr. Mochoruk assisted in finding start up capital
for a gold project off the coast of Paupau New Ginea in 1996 and has been
involved in various other successful oil and gold projects.
PREVIOUS BLANK CHECK COMPANIES
The Company's President, Troy Mochoruk has not been involved with other
blank check companies in the past.
CURRENT BLANK CHECK COMPANIES
Troy Mochoruk, the president of the Company, is not currently involved in
other blank check companies, however, Mr. Mochoruk is a beneficial owner in
ACS Acquisition Corp. currently in the process of filing a Form 10sb
registration statement and can be classified as a blank check company. The
initial business purpose of a blank check company would be to engage in a
business combination with an unidentified company or companies.
CONFLICTS OF INTEREST
Troy D. Mochoruk, the Company's sole officer and director, expects to
organize other companies of a similar nature and with a similar purpose as the
Company. Consequently, there could be potential inherent conflicts of interest
in acting as an officer and director of the Company. In addition, insofar as Mr.
Mochoruk would be engaged in other business activities, he may devote only a
portion of his time to the Company's affairs.
A conflict may arise in the event that another blank check company with
which Mr. Mochoruk would be affiliated also would actively seek a target
company. It is anticipated that target companies will be located for the Company
and other blank check companies in chronological order of the date of formation
of such blank check companies or, in the case of blank check companies formed on
the same date, alphabetically. However, other blank check companies may differ
from the Company in certain items such as place of incorporation, number of
shares and shareholders, working capital, types of authorized securities, or
other items. It may be that a target company may be more suitable for or may
prefer a certain blank check company formed after the Company. In such case, a
business combination might be negotiated on behalf of the more suitable or
preferred blank check company regardless of date of formation. However, Mr.
Mochoruk's beneficial and economic interest in all blank check companies with
which he would be involved would be identical to this one.
Mr. Mochoruk is the principal and majority owner of Imperial Investments
Nevada, Inc. a consulting and investment banking firm located in Las Vegas, NV.
As such, demands may be placed on the time of Mr. Mochoruk which will detract
from the amount of time he is able to devote to the Company. Mr. Mochoruk
intends to devote as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that Mr. Mochoruk
would not attend to other matters prior to those of the Company. Mr. Mochoruk
estimates that the business plan of the Company can be implemented in theory by
devoting approximately 10 to 25 hours per month over the course of several
months but such figure cannot be stated with precision.
Mr. Mochoruk is the president, director and controlling shareholder of
Imperial Investments Nevada, Inc., a Nevada corporation, which is a 50%
shareholder of the Company. Kelly Charles also owns 50% of the common stock
outstanding and is classified as a beneficial owner of the Company. Mr. Charles
has given all voting rights to Mr. Mochoruk in order for him to make all
decisions concerning a possible reverse merger. At the time of a business
combination, some or all of the shares of common stock owned by Imperial
Investments Nevada, Inc. and Mr. Charles may be purchased by the target company
or retired by the Company. The amount of common stock sold or continued to be
owned by Imperial Investments Nevada, Inc. and Mr. Charles cannot be determined
at this time.
The terms of a business combination may include such terms as Mr. Mochoruk
remaining a director or officer of the Company and/or the continuing consulting
or invesment banking for the prospective merger candidate. The terms of a
business combination may provide for a payment by cash or otherwise to Imperial
Investments Nevada, Inc. for the purchase or retirement of all or part of its
common stock of the Company by a target company or for services rendered
incident to or following a business combination. Mr. Mochoruk would directly
benefit from such employment or payment. Such benefits may influence Mr.
Mochoruk's choice of a target company.
The Company will not enter into a business combination, or acquire any
assets of any kind for its securities, in which management of the Company or any
affiliates or associates have any interest, direct or indirect.
There are no binding guidelines or procedures for resolving potential
conflicts of interest. Failure by management to resolve conflicts of interest in
favor of the Company could result in liability of management to the Company.
INVESTMENT COMPANY ACT OF 1940
Although the Company will be subject to regulation under the Securities
Act of 1933 and the Securities Exchange Act of 1934, management believes the
Company will not be subject to regulation under the Investment Company Act of
1940 insofar as the Company will not be engaged in the business of investing or
trading in securities. In the event the Company engages in business combinations
which result in the Company holding passive investment interests in a number of
entities the Company could be subject to regulation under the Investment Company
Act of 1940. In such event, the Company would be required to register as an
investment company and could be expected to incur significant registration and
compliance costs. The Company has obtained no formal determination from the
Securities and Exchange Commission as to the status of the Company under the
Investment Company Act of 1940. Any violation of such Act would subject the
Company to material adverse consequences.
ITEM 6. EXECUTIVE COMPENSATION.
The Company's officer and director does not receive any compensation for
his services rendered to the Company, has not received such compensation in the
past, and is not accruing any compensation pursuant to any agreement with the
Company. However, the officer and director of the Company anticipates receiving
benefits as a beneficial shareholder of the Company, as the officer and director
and controlling shareholder of Imperial Investments Nevada, Inc. and, possibly,
as principal of Cassidy & Associates, which may perform legal services for the
Company after the business combination. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS Conflicts of Interest".
No retirement, pension, profit sharing, stock option or insurance programs
or other similar programs have been adopted by the Company for the benefit of
its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company has issued a total of 5,000,000 shares of Common Stock to
the following persons:
<TABLE>
<S> <C> <C>
Name Number of Total Shares Consideration
Imperial Investments Nevada, Inc. 2,500,000 Founder & Services at Incorporation
Kelly Charles 2,500,000 Services at Incorporation
</TABLE>
Mr. Mochoruk is the sole director, controlling shareholder and president
of Imperial Investments Nevada, Inc. With respect to the shares issued to
Imperial Investments Nevada, Inc., and Mr. Kelly Charles the Company issued
shares at inception for services rendered during the incorporation process. The
issued and outstanding shares of the Company's Common Stock were issued in
accordance with the exemptions from registration afforded by Section 4(2) of the
Securities Act of 1933 and Rule 506 promulgated thereunder.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of the Company consists of 25,000,000 shares
of common stock, par value $.001 per share, of which there are 5,000,000 issued.
The Company does not have any preferred stock authorized at this time, however,
the officer and director of the company has the right to amend the srticles of
incorporation at any time to authorize the issuace of a class of preferred
stock. The following statements relating to the capital stock set forth the
material terms of the Company's securities; however, reference is made to the
more detailed provisions of, and such statements are qualified in their entirety
by reference to, the Certificate of Incorporation and the By-laws, copies of
which are filed as exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote for each share
on all matters to be voted on by the stockholders. Holders of common stock do
not have cumulative voting rights. Holders of common stock are entitled to share
ratably in dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion from funds legally available therefor. In the
event of a liquidation, dissolution or winding up of the Company, the holders of
common stock are entitled to share pro rata all assets remaining after payment
in full of all liabilities. All of the outstanding shares of common stock are
fully paid and non-assessable.
Holders of common stock have no preemptive rights to purchase the
Company's common stock. There are no conversion or redemption rights or sinking
fund provisions with respect to the common stock.
PREFERRED STOCK
The Board of Directors is authorized to amend the articles of
incorporation to provide for the issuance of of preferred stock in series and,
by filing a certificate pursuant to the applicable law of Nevada, to establish
from time to time the number of shares to be included in each such series, and
to fix the designation, powers, preferences and rights of the shares of each
such series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders. Any shares of preferred stock so
issued would have priority over the common stock with respect to dividend or
liquidation rights. Any future issuance of preferred stock may have the effect
of delaying, deferring or preventing a change in control of the Company without
further action by the shareholders and may adversely affect the voting and other
rights of the holders of common stock. At present, the Company has no plans to
issue any preferred stock nor adopt any series, preferences or other
classification of preferred stock.
The issuance of shares of preferred stock, or the issuance of rights to
purchase such shares, could be used to discourage an unsolicited acquisition
proposal. For instance, the issuance of a series of preferred stock might impede
a business combination by including class voting rights that would enable the
holder to block such a transaction, or facilitate a business combination by
including voting rights that would provide a required percentage vote of the
stockholders. In addition, under certain circumstances, the issuance of
preferred stock could adversely affect the voting power of the holders of the
common stock. Although the Board of Directors is required to make any
determination to issue such stock based on its judgment as to the best interests
of the stockholders of the Company, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of the stockholders might believe to be in their best interests or
in which stockholders might receive a premium for their stock over the then
market price of such stock. The Board of Directors does not at present intend to
seek stockholder approval prior to any issuance of currently authorized stock,
unless otherwise required by law or stock exchange rules. The Company has no
present plans to issue any preferred stock.
DIVIDENDS
Dividends, if any, will be contingent upon the Company's revenues and
earnings, if any, capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, for use
in its business operations and accordingly, the Board of Directors does not
anticipate declaring any dividends prior to a business combination.
TRADING OF SECURITIES IN SECONDARY MARKET
The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon sales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies which file
reports under Sections 13 or 15(d) of the Exchange Act. Upon effectiveness of
this registration statement, the Company will be required to, and will, file
reports under Section 13 of the Exchange Act. As a result, sales of the
Company's common stock in the secondary market by the holders thereof may then
be made pursuant to Section 4(1) of the Securities Act (sales other than by an
issuer, underwriter or broker) without qualification under state securities
acts.
Following a business combination, a target company will normally wish to
cause the Company's common stock to trade in one or more United States
securities markets. The target company may elect to take the steps required for
such admission to quotation following the business combination or at some later
time.
In order to qualify for listing on the Nasdaq SmallCap Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years of
$750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
shareholders and (vi) an operating history of one year or, if less than one
year, $50,000,000 in market capitalization. For continued listing on the Nasdaq
SmallCap Market, a company must have at least (i) net tangible assets of
$2,000,000 or market capitalization of $35,000,000 or net income for two of the
last three years of $500,000; (ii) a public float of 500,000 shares with a
market value of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
If, after a business combination, the Company does not meet the
qualifications for listing on the Nasdaq SmallCap Market, the Company may apply
for quotation of its securities on the OTC Bulletin Board. In certain cases the
Company may elect to have its securities initially quoted in the "pink sheets"
published by the National Quotation Bureau, Inc.
To have its securities quoted on the OTC Bulletin Board a company must:
(1) be a company that reports its current financial information to the
Securities and Exchange Commission, banking regulators or insurance
regulators;
(2) has at least one market maker who completes and files a Form 211 with
NASD Regulation, Inc.
The OTC Bulletin Board is a dealer-driven quotation service. Unlike the
Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC
Bulletin Board, only market makers can initiate quotes, and quoted companies do
not have to meet any quantitative financial requirements. Any equity security of
a reporting company not listed on the Nasdaq Stock Market or on a national
securities exchange is eligible.
In general there is greatest liquidity for traded securities on the Nasdaq
SmallCap Market, less on the NASD OTC Bulletin Board, and least through
quotation by the National Quotation Bureau, Inc. on the "pink sheets". It is not
possible to predict where, if at all, the securities of the Company will be
traded following a business combination.
TRANSFER AGENT
It is anticipated that Nevada Agency and Trust Company, Reno, Nevada will
act as transfer agent for the common stock of the Company.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
(A) MARKET PRICE. There is no trading market for the Company's Common
Stock at present and there has been no trading market to date. There is no
assurance that a trading market will ever develop or, if such a market does
develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9 which
establishes the definition of a "penny stock," for purposes relevant to the
Company, as any equity security that has a market price of less than $5.00 per
share or with an exercise price of less than $5.00 per share, subject to certain
exceptions. For any transaction involving a penny stock, unless exempt, the
rules require:
(i) that a broker or dealer approve a person's account for transactions in
penny stocks and
(ii) the broker or dealer receive from the investor a written agreement to
the transaction, setting forth the identity and quantity of the penny stock to
be purchased.
In order to approve a person's account for transactions in penny stocks,
the broker or dealer must
(i) obtain financial information and investment experience and objectives
of the person; and
(ii) make a reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient knowledge and
experience in financial matters to be capable of evaluating the risks of
transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a
penny stock, a disclosure schedule prepared by the Commission relating to the
penny stock market, which, in highlight form,
(i) sets forth the basis on which the broker or dealer made the suitability
determination and
(ii) that the broker or dealer received a signed, written agreement from
the investor prior to the transaction. Disclosure also has to be made about the
risks of investing in penny stocks in both public offerings and in secondary
trading, and about commissions payable to both the broker-dealer and the
registered representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny stock
transactions.
Finally, monthly statements have to be sent disclosing recent price
information for the penny stock held in the account and information on the
limited market in penny stocks.
(B) HOLDERS. There are two holders of the Company's Common Stock. The
issued and outstanding shares of the Company's Common Stock were issued in
accordance with the exemptions from registration afforded by Section 4(2) of the
Securities Act of 1933 and Rule 506 promulgated thereunder.
(C) DIVIDENDS. The Company has not paid any dividends to date, and has no
plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
The Company has not changed accountants since its formation and there are
no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, the Company has sold securities which were
not registered as follows:
<TABLE>
<S> <C> <C> <C>
Number of
Date Name Shares Consideration
March 6, 2000 Imperial Investments Nevada, Inc. 2,500,000 Founder & Services Performed During Incorporation
March 6, 2000 Kelly Charles 2,500,000 Service Performed During Incorporation
--------
</TABLE>
Mr. Mochoruk is the sole director, controlling shareholder and president of
Imperial Investments Nevada, Inc.. With respect to the share issues made to
Imperial Investments Nevada, Inc. and to Mr. Charles the Company relied upon
Section 4(2) of the Securities Act of 1933, as amended and Rule 506 promulgated
thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Nevada provides
that a certificate of incorporation may contain a provision eliminating the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 (relating to
liability for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware, or (iv)
for any transaction from which the director derived an improper personal
benefit. The Company's Certificate of Incorporation contains such a provision.
INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF
1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING
THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE
SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC
POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.
PART F/S
FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for the Company for
the period ended March 31, 2000. The following financial statements are attached
to this report and filed as a part thereof.
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF March 31, 2000
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - INDEPENDENT AUDITORS' REPORT
PAGE 2 - BALANCE SHEET AS OF MARCH 31, 2000
PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
FROM MARCH 6, 2000 (INCEPTION) TO MARCH 31, 2000
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM MARCH 6, 2000
(INCEPTION) TO MARCH 31, 2000
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 6, 2000 (INCEPTION) TO MARCH 31, 2000
PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
MARCH 31, 2000
FINANCIAL STATEMENTS.
Set forth below are the audited financial statements for the Company for
the period ended March 31, 2000. The following financial statements are attached
to this report and filed as a part thereof.
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
AS OF March 31, 2000
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
PAGE 1 - REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
PAGE 2 - BALANCE SHEET AS OF MARCH 31, 2000
PAGE 3 - STATEMENT OF OPERATIONS FOR THE PERIOD
FROM MARCH 6, 2000 (INCEPTION) TO MARCH 31, 2000
PAGE 4 - STATEMENT OF CHANGES IN STOCKHOLDER'S
EQUITY FOR THE PERIOD FROM MARCH 6, 2000
(INCEPTION) TO MARCH 31, 2000
PAGE 5 - STATEMENT OF CASH FLOWS FOR THE PERIOD FROM
MARCH 6, 2000 (INCEPTION) TO MARCH 31, 2000
PAGES 6 -8 - NOTES TO FINANCIAL STATEMENTS AS OF
MARCH 31, 2000
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors of:
Pacific Acquisition Corporation
(A Development Stage Company)
We have audited the accompanying balance sheet of Pacific Acquisition
Corporation (a development stage company) as of March 31, 2000 and the related
statements of operations, changes in stockholder's equity and cash flows for the
period from March 6, 2000 (date of inception) to March 31, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of ACS Acquisition Corporation (a
development stage company) as of March 31, 2000, and the results of its
operations and its cash flows for the period from March 6, 2000 (date of
inception) to March 31, 2000 in conformity with generally accepted accounting
principles.
/s/ L.L. BRADFORD & COMPANY
L.L. Bradford & Company
Las Vegas, Nevada
April 5, 2000
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF MARCH 31, 2000
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash $ --
TOTAL ASSETS $ --
</TABLE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDER'S EQUITY
<S> <C> <C>
LIABILITIES $ -
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value, 25 million
shares authorized, 5,000,000 issued
and outstanding 5,000
Additional paid-in capital 332
Accumulated deficit (5,332)
Total Stockholders' Equity --
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
</TABLE>
See accompanying notes to financial statements.
2
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MARCH 6, 2000
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C> <C>
Income -
Expenses
Organization expense 332
Professional fees 5,000
Total expenses 5,332
NET LOSS (5,332)
Basic and diluted
loss per share (.001)
=============
Weighted average number of common shares used for
primary and fully diluted per share calculations 5,000,000
============
</TABLE>
See accompanying notes to financial statements.
3
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN
STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MARCH 6, 2000
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<S> <C> <C> <C> <C> <C>
Common Stock Additional Total
-------------------------------
Number of Paid-in Accumulated Stockholders'
Shares Amount Capital Deficit Equity
------------- ------------- ------------- ------------- ----------
Balance at March 6, 2000 (date of
inception) -- $ -- $ -- $ -- $ --
Issuance of common stock for
services rendered 5,000,000 5,000 -- -- 5,000
stockholder contribution -- -- 332 -- 332
Net loss for the period -- -- -- (5,332) (5,332)
------------- ------------- ------------- ------------- ------------
Balance at March 31, 2000 5,000,000 $ 5,000 $ 332 $ (5,332) $ --
============= ============= ============= ============= ============
</TABLE>
See accompanying notes to financial statements.
4
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MARCH 6, 2000
(DATE OF INCEPTION) TO MARCH 31, 2000
<TABLE>
<CAPTION>
CASH FLOWS FROM
OPERATING ACTIVITIES:
<S> <C> <C>
Net loss $ (5,332)
Adjustment to reconcile net loss
to net cash used by operating activities:
Services paid for with common stock 5,000
Net cash used in operating activities (332)
CASH FLOWS FROM FINANCING ACTIVITIES:
Contribution from stockholder 332
---------
Net cash provided by financing activities 332
---------
INCREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD --
CASH AND CASH EQUIVALENTS - END OF PERIOD --
</TABLE>
See accompanying notes to financial statements.
5
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
ACS Acquisition Corporation (a development stage company) ("the
Company") was incorporated in Nevada on March 6, 2000 to serve as a
vehicle to effect a merger, exchange of capital stock, asset
acquisition or other business combination with a domestic or foreign
private business. At March 31, 2000, the Company had not yet commenced
any formal business operations, and all activity to date relates to
the Company's formation and proposed fund raising. The Company's
fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
ability to identify a prospective target business and raise the
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
B. Use of Estimates
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
C. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all
highly liquid investments purchased with an original maturity of three
months or less to be cash equivalents.
6
Pacific Acquisition Corporation
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
AS OF MARCH 31, 2000
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (CONT'D)
D. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board of Financial Accounting Standards No. 109, "Accounting
for Income Taxes" ("Statement 109"). Under Statement 109, deferred tax
assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying
amounts of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that
includes the enactment date. There were no current or deferred income
tax expense or benefits due to the Company not having any material
operations for the period ending March 31, 2000.
E. Loss Per Share
Basic earnings per share excludes any dilutive effects of options,
warrants, and convertible securities. Basic earnings per share is computed using
hte erighted average number of outstanding common shares during hte applicable
period. Diluted earnings per share is computed using hte weighted average number
of common and common stock equivalent shares outstanding during the period.
Common equivalent shares are excluded from the computation if their effect is
antidilutive.
NOTE 2 - STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is not authorized to issue preferred stock at this time,
however, the officer and director of the Company has the right to amend the
articles of incorporation if the authorization of preferred stock is desired.
B. Common Stock
The Company is authorized to issue 25,000,000 shares of common stock at
$.001 par value. The Company issued 2,500,000 shares of its common stock to
Imperial Investments Nevada, Inc. "Imperial" , an entity majority owned by the
Company's sole officer and director and 2,500,000 shares to Mr. Kelly Charles
pursuant to Rule 506 for an aggregate for services performed at inception during
the incorporation process. The total consideration was for $5,000 in services
performed.
PART III
ITEM 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Incorporation
3.2 By-Laws
10.1 Shareholder agreement
23.1 Consent of Accountants
27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized.
Pacific Acquisition Corporation
By: /s/ Troy D. Mochoruk
Troy D. Mochoruk, President
March 25, 2000
ARTICLES OF INCORPORATION
OF
ACS ACQUISITION CORP
a Nevada corporation
I, the undersigned, being the original incorporator herein named, for
the purpose of forming a corporation under the General Corporation Laws of the
State of Nevada, to do business both within and without the State of Nevada, do
make and file these Articles of Incorporation, hereby declaring and certifying
that the facts herein stated are true:
ARTICLE I
NAME
The name of the corporation is ACS Acquisition.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01 Resident Agent. The name and address of the Resident Agent for
service of process is Nevada Corporate Headquarters, Inc., 5300 West Sahara,
Suite 101, Las Vegas, Nevada 89102 . The Mailing Address is P.O. Box 27740, Las
Vegas, Nevada 89126.
Section 2.02 Registered Office. The address of its Registered Office is
5300 West Sahara, Suite 101, Las Vegas, Nevada 89102.
Section 2.03 Other Offices. The Corporation may also maintain offices for
the transaction of any business at such other places within or without the State
of Nevada as it may from time to time determine. Corporate business of every
kinds and nature may be conducted, and meetings of directors and stockholders
held outside the State of Nevada with the same effect
as if in the State of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in any lawful
activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The Corporation shall authorize the
issuance of a single class of Capital Stock in the amount of twenty-five million
(25,000,000) shares of Common Stock, at $.001 par value.
Notwithstanding the foregoing these Articles hereby vest the Board of Directors
of the Corporation with such authority as may be necessary to prescribe such
classes, series and numbers of each class or series of Stock. In addition the
Board is hereby vested with such authority as may be necessary to prescribe the
voting powers, designations, preferences, limitations, restrictions and relative
rights of each class or series of Stock created. All classes of stock may be
issued from time to time without action by the Stockholders.
Section 4.02. No Preemptive Rights. Unless otherwise determined by the
Board of Directors, the holders of the Common Stock of the corporation shall not
have any preference, preemptive right, or right of subscription to acquire any
shares of the corporation authorized, issued or sold, or to be authorized,
issued or sold, and convertible into shares of the Corporation, nor to any right
of subscription thereto.
Section 4.03. Non-Assessability of Shares. The Shares of the
corporation, after the amount of the subscription price has been paid, in money,
property, or services, as the directors shall determine, shall not be subject to
assessment to pay the debts of the corporation, nor for any other purpose, and
no stock issued as fully paid shall ever be assessable or assessed, and the
Articles of Incorporation shall not be amended in the particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the Governing Board of the
Corporation shall be styled as directors.
Section 5.02 Initial Board of Directors. The initial Board of Directors
shall consist of one (1) member. The name and addressof the initial member of
the Board of Directors is as follows:
NAME ADDRESS
Cort W. Christie PO Box 27740
Las Vegas, NV 89126
This individual shall serve as Director until the first annual meeting of the
stockholders or until his successor(s) shall have been elected and qualified.
Section 5.03. Change in Number of Directors. The number of directors may be
increased or decreased by a duly adopted amendment to the Bylaws of the
corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Nevada Corporate Headquarters,
Inc., P.O. Box 27740, Las Vegas, Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
The corporation is to have a perpetual existence.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A Director or Officer of the corporation shall not be personally liable
to this corporation or its stockholders for damages for breach of fiduciary duty
as a director or officer, but this Article shall not eliminate or limit the
liability of a director or officer for (I) acts or omissions which involve
intentional misconduct, fraud, or a knowing violation of law or (ii) the
unlawful payment of distributions. 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.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a
party to, or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he , or a
person of whom he is the legal representative, is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, shall be indemnified and
held harmless to the fullest extent legally permissible under the laws of the
State of Nevada from time to time against all expenses, liability, and loss
(including attorneys' fees, judgments, fines, and amounts paid or to be paid in
settlement) reasonable incurred or suffered by him in connection therewith. Such
right of indemnification shall be a contract right which may be enforced in any
manner desired by such person. 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. Such right of indemnification shall not be exclusive of any other
right which such directors, officers or representatives may have or hereafter
acquire, and, without limiting the generality of such statement, they shall be
entitled to their respective rights of indemnification under any by-laws,
agreement, vote of stockholders, provision of law, or otherwise, as well as
their rights under this Article.
Without limiting the application of the foregoing, the stockholders or
Board of Directors may adopt by-laws from time to time with respect to
indemnification, to provide at all times the fullest indemnification permitted
by the laws of the State of Nevada, and may cause the corporation to purchase
and maintain insurance on behalf of any person who is or as a director or
officer of the corporation, or is or was serving at the request of the
corporation as director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprises
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation would
have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a
person who has ceased to be a director, officer, employee or agent, and shall
inure to the benefit of the heirs, executors, and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which
cannot be amended, this corporation reserves the right to amend, alter, change,
or repeal any provision contained in these Articles of Incorporation or its
Bylaws, in the manner now or hereafter prescribed by statute or by these
Articles of Incorporation or said Bylaws, and all rights conferred upon the
stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute
on the Board of Directors is expressly authorized: (1) Subject to the Bylaws, if
any, adopted by the stockholders, to make, alter, or repeal the Bylaws of the
corporation; (2) To authorize and cause to be executed mortgages and liens, with
or without limit as to amount, upon the real and personal property of the
corporation;
(3) To authorize the guaranty by the corporation of securities, evidences of
indebtedness and obligations of other persons, corporations and business
entities;
(4) To set apart out of any of the funds of the corporation available for
distributions a reserve or reserves for any proper purpose and to abolish
any such reserve;
(5) By resolution, to designate one or more committees, each committee to
consist of at least one director of the corporation, which, to the extent
provided in the resolution or in the Bylaws of the corporation, shall have
and may exercise the powers of the Board of Directors in the management of
the business and affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be stated in
the Bylaws of the corporation or as may be determined from time to time by
resolution adopted by the Board of Directors, and
(6) To authorize the corporation by its officers or agents to exercise all such
powers and to do all such acts and things as may be exercised or done by
the corporation, except and to the extent tht any such statute shall
require action by the stockholders of the corporation with regard to the
exercising of any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the Board of Directors may exercise all such
powers and do all such acts and things as may be exercised or done by the
corporation, except as otherwise provided herein and by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of MARCH,
2000, hereby declaring and certifying that the facts stated hereinabove are
true.
------------------------------------
Cort W. Christie
(For Nevada Headquarters, Inc.)
ACKNOWLEDGMENT
STATE OF NEVADA)
) SS:
COUNTY OF CLARK)
On this 6th day of March, 2000, personally appeared before me, a Notary
Public (or judge or other authorized person, as the case may be ), CORT W.
CHRISTIE, personally known to me (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/she executed the same in his/her authorized capacity,
and that by his/her signature on the instrument the person, or the entity upon
behalf of which the person acted, executed the instrument.
I, NEVADA CORPORATE HEADQUARTERS, INC., hereby accept as Resident Agent for
the previously named Corporation on March 6, 2000.
- -----------------------------------
-----------------------------------
Office Administrator
----------------------------------
Date
BYLAWS
OF
ACS AQUISITION CORP.
A Nevada Corporation
ARTICLE ONE
Stockholders
Section 1. Annual Meeting. Annual meetings of the stockholders,
commencing with the year 2000, shall be held on the 6th day of March each year,
if not a legal holiday, and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors from
time to time, at which the stockholders shall elect by vote of a Board of
Directors and shall transact such other business as may properly be brought
before the meeting.
Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of a
stockholder owing a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 3. Place of Meetings. All annual meetings of the stockholders
shall be held at the registered office of the corporation or at such other place
within or without the State of Nevada as the directors shall determine. Special
meetings of the stockholders may be held at such time and place within or
without the State of Nevada as shall be stated in the notice of the meeting, or
in a duly executed waiver of notice thereof. Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 4. Quorum; Adjourned Meeting. The holders of a majority of the
stock issued and outstanding and entitled to vote thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the
stockholders for the transaction of business except as otherwise provided by
statute or by the Articles of Incorporation. If, however, such quorum shall not
be present or represented at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 5. Voting. Each stockholder of record of the corporation
holding stock which is entitled to vote at this meeting shall be entitled at
each meeting of the stockholders to one vote for each share of stock standing in
his name on the books of the corporation. Upon the demand of any stockholder,
the cote for directors and the vote upon any question before the meeting shall
be by ballot.
When a quorum is present or represented at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall be sufficient to elect directors or to decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes or of the Articles of Incorporation, a
different vote is required, in which case such express provision shall govern
and control the decision of such question.
Section 6. Proxies. At any meeting of the stockholders, any stockholder
may be represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders
unless it shall have been filed with the secretary of the meeting. All questions
regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the inspectors of election
who shall be appointed by the Board of Directors, or if not so appointed, then
by the presiding officer of the meeting.
Section 7. Action Without Meeting. Any action which may be taken by the
cote of the stockholders at a meeting may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority of
the voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorize such
action, in which case such greater proportion of written consents shall be
required.
ARTICLE II
Directors
Section 1. Management of Corporation. The business of the corporation
shall be managed by its Board of Directors, which may exercise all such powers
of the corporation and do all such lawful acts and thins as are not by statute
or by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
Section 2. Number, Tenure, and Qualifications. The number of directors
may from time to time be increased or decreased to not less than one nor more
than fifteen. The directors shall be elected at the annual meeting of the
stockholders and experts provided in Section 2 of Article, each director elected
shall hold office until his successor is elected and qualified. Directors need
not be stockholders.
Section. Vacancies. Vacancies in the Board of Directors including those
caused by an increase in the number of director, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement filed with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in ccase of the death, resignation, or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of the stockholders at which any director or directors
are elected to elect the full authorized number of directors to be voted for at
that meeting.
If the Board of Directors accepts the resignation of a director
tendered to take effect at a future time, the Board or the stockholders shall
have power to elect a successor to take office when the resignation is to become
effective.
No reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his term of office.
Section 4. Annual and Regular Meetings. Regular meetings of the Board
of Directors shall be held at any place within or without the State which has
been designated from time to time by resolution of the Board or by written
consent of al members of the Board. In the absence of such designation, regular
meetings shall be held at the registered office of the corporation. Special
meetings of the Board may be held wither at a place so designated or at the
registered office.
Regular meetings of the Board of Directors may be held without call or
notice at such time and at such place as shall from time to time be fixed and
determined by the Board of Directors.
Section 5. First Meeting. The first meeting of each newly elected Board
of Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum shall be present. In the event such meeting is not so held, the meeting
may be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.
Section 6. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman or the President or by any Vice-
President or by any two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at this
address as it is shown upon the records or if such address is not readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United States mail or delivered to the telegraph company at least three (3) days
prior to the time of the holding of the meeting. In case such notice is hand
delivered as above provided, it shall be so delivered at least twenty-four (24)
hours prior to the time of the holding of the meeting. Such mailing,
telegraphing, or delivery as above provided shall be due, legal and personal
notice to such director.
Section 7. Business of Meetings. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to holding
such meeting, or an approval of the minutes thereof. All such waivers, consents
or approvals shall be filed with the corporate records or made a part of the
minutes of the meeting.
Section 8. Quorum; Adjourned Meetings. A majority of the authorized
number of directors shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every act or
decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in regular meeting.
A Quorum of the directors may adjourn any directors meeting to meet
again at a stated day and hour; provided, however, that in the absence of a
quorum, a majority of the directors present at any directors meeting, either
regular or special, may adjourn from time to time until the time fixed for the
next regular meeting of the Board.
Notice of the time and place of holding an adjourned meeting need not
be given to the absent directors if the time and place be fixed at the meeting
adjourned.
Section 9. Committees. The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of at least one or more of the
directors of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
authorize the seal of the corporation to be affixed to all papers which may
require it. Such committee or committees shall have such name or names as may be
determined from time to time by the Board of Directors. The members of any such
committee present at any meeting and not disqualified from voting may, whether
or not they constitute a quorum, unanimously appoint another member of the Board
of Directors to act at the meeting in the place of any absent or disqualified
member. At meetings of such committees, a majority of the members or alternate
members shall constitute a quorum for the transaction of business, and the act
of a majority of the members or alternate members at any meeting at which there
is a quorum shall be the act of the committee.
The committees shall keep regular minutes of their proceedings and
report the same to the Board of Directors.
Section 10. Action Without Meeting. Any action required or permitted to
be taken at any meeting of the Board of Directors or of any committee thereof
may be taken without meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be, and
such written consent is filed with the minutes of proceedings of the Board or
committee.
Section 11. Special Compensation. The directors may be paid their
expenses of attendance at each meeting of the Board of Directors any may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or stand-in committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE III
Notices
Section 1. Notice of Meetings. Notice of meetings shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten (10) not more than sixty (60) days before such
meeting. If mailed, it shall be directed to a stockholder at his address as it
appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall
begin to run from the date upon which such notice to any officer of a
corporation or association, or to any member of a partnership shall constitute
delivery of such notice to such corporation, association or partnership. In the
even of the transfer of stock after delivery of such notice of and prior to the
holding of the meeting it shall not be necessary to deliver or mail notice of
the meeting to the transferee.
Section 2. Effect of Irregularly Called Meetings. Whenever all parties
entitled to vote at any meeting, whether of directors or stockholders, consent,
either by a writing on the records of the meeting or filed with the secretary,
or by presence at such meeting and oral consent entered on the minutes, or by
taking part in the deliberations at such meeting without objection, the doings
of such meeting shall be as valid as if had at a meeting regularly called and
noticed, and at such consideration of which no objection for want of notice is
made at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 3. Waiver of Notice. Whenever any notice whatever is required
to be given under the provisions of the statutes of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE IV
Officers
Section 1. Election. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a Treasurer,
none of whom need be directors. Any person may hold two or more offices. The
Board of Directors may appoint a Chairman of the Board, Vice-Chairman of the
Board, one or more vice presidents, assistant treasurers and assistant
secretaries.
Section 2. Chairman of the Board. The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 3. Vice Chairman of the Board. The Vice-Chairman of the Board
shall, in the absence or disability of the Chairman of the Board, perform the
duties and exercise the powers of the Chairman and shall perform such other
duties as the Board of Directors may from time to time prescribe.
Section 4. President. The President shall be the chief executive
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation. In the absence of the President, the Vice President
will assume all of the President's responsibilities.
Section 5. Treasurer. The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, and account of
all his transactions as Treasurer and of the financial condition of the
corporation. In the absence of the Treasurer, the Vice President will assume all
of the Treasurer's responsibilities.
If required by the Board of Directors, he shall give the corporation a
bond in such sum and with such surety or sureties as shall be satisfactory to
the Board of Directors for the faithful performance of the duties of his office
and for the restoration to the corporation, in case of his death, resignation,
retirement or removal from office, of al books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging
to the corporation.
Section 9. Assistant Treasurers. The Assistant Treasurers in the order
of their seniority unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
Section 10. Compensation. The salaries and compensation of all
officers of the corporation shall be fixed by the Board of Directors.
Section 11. Remove; Resignation. The officers of the corporation shall
hold office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors. Any officer elected or appointed by the
Board of Directors may be removed at any time by the Board of Directors. Any
vacancy occurring in any office of the corporation by death, resignation,
removal or otherwise shall be filled by the Board of Directors.
ARTICLE V
Capital Stock
Section 1. Certificates. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice President and the Treasurer or an
Assistant Treasurer, or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences, and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate, which the corporation shall issue to represent such stock.
If a certificate is signed (1) by a transfer agent other than the
corporation or its employees or (2) by a registrar other than the corporation or
its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signature has
been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as
though the person had not ceased to be such officer. The seal of the
corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 2. Surrendered; Lost or Destroyed Certificates. The Board of
Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificate theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroy certificate or certificates,
or his legal representative, to advertise the same in such manner as it shall
require and/or give the corporation a bond in such sum as it may direct as
indemnity against any claim that may be made against the corporation with
respect to the certificate alleged to have been lost or destroyed.
Section 3. Replacement Certificates. Upon surrender to the corporation
or the transfer agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, it shall be the duty of the corporation, if it is
satisfied that all provisions of the laws and regulations applicable to the
corporation regarding transfer and ownership of shares have been complied with,
to issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.
Section 4. Record Date. The Board of Directors may fix in advance a
date not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
distribution , or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of stockholders for any purpose,
as a record date for the determination of the stockholders entitled to notice of
and to vote at any such meeting, and any adjournment thereof, or entitled to
receive payment of any such distribution, or to give such consent, and in such
case, such stockholders, and only such stockholders as shall be stockholders of
record on the date fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive payment of such distribution,
or to receive such allotment of rights, or to exercise such rights, or to give
such consent , as the case may be, notwithstanding any transfer of any stock on
the books of the corporation after any such record date fixed as aforesaid.
Section 5. Registered Owner. The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and distribution, and the
corporation shall not be bound to recognize any equitable or other claim to
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, express or other notice thereof,
except as otherwise provided by the laws of Nevada.
ARTICLE VI
General Provisions
Section 1. Registered Office. The registered office of this
corporation shall be in the State of Nevada.
The corporation may also have offices at such other places both within
and without the State of Nevada as the Board of Directors may from time to time
determine or the business of the corporation may require.
Section 2. Distributions. Distributions upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Distributions may be paid in cash, in property or in shares of
the capital stock, subject to the provisions of the Articles of Incorporation.
Section 3. Reserves. Before payment of any distributions, there may be
set aside out of any funds of the corporation available for distributions such
sum or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for equalizing
distributions or for repairing or maintaining any property of the corporation or
for such other purposes as the directors shall think conducive to the interest
of the corporation, and the directors may modify or abolish any such reserve in
the manner in which it was created.
Section 4. Checks; Notes. All checks or demands for money and notes of
the corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 5. Fiscal Year. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 6. Corporate Seal. The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
ARTICLE VII
Indemnification
Section 1. Indemnification of Officers and Director, Employees and
Other Persons. Every person who was or is a party or is threatened to be made a
party to or is involved in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer of
the corporation or is or was serving at the request of the corporation or for
its benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, truest, or other enterprise,
shall be indemnified and held harmless to the fullest extent legally permissible
under the general corporation law of the State of Nevada from time to time
against all expenses, liability and loss, (including attorneys' fees, judgments,
fines, and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith. 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. Such right of indemnification shall be a
contract right which may be enforced in any manner desired by such person. Such
right of indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled to
their respective rights of indemnification under any bylaw, agreement, vote of
stockholders, provision of law or otherwise, as well as their rights under this
Article.
Section 2. Insurance. The Board of Directors may cause the corporation
to purchase an maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust, or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or nto the corporation would
have the power to indemnify such person.
Section 3. Further Bylaws. The Board of Directors may from time to time
adopt further Bylaws with respect to indemnification and may amend these and
such Bylaws to provide at all times the fullest indemnification permitted by the
General Corporation Law of the State of Nevada.
ARTICLE VIII
Amendments
Section 1. Amendments by Stockholders. The Bylaws may be amended by a
majority vote of all the stock issued and outstanding and entitled to vote for
the election of directors of the stockholders, provided notice of intention to
amend shall have been contained in the notice of the meeting.
Section 2. Amendments by the Board of Directors. The Board of Directors
by a majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.
APPROVED AND ADOPTED this 6th day of March, 2000.
---------------------------------------
SECRETARY
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of ACS AQUISITION CORP., and
that the foregoing Bylaws, consisting of 13 pages, constitute the code of Bylaws
of ACS AQUISITION CORP., as duly adopted at a regular meeting of the Board of
Directors of the Corporation held March 6, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of
March, 2000.
--------------------------------------
SECRETARY
EXHIBIT 10.2
IMPERIAL INVESTMENTS NEVADA, INC.
2915 West Charleston
Suite # 7
Las Vegas, NV 89102
Pacific Acquisition Corporation
2915 West Charleston
Suite # 7
Las Vegas, NV 89102
Re: Shareholder Agreement with Pacific Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of ACS
Acquisition Corporation (the "Company") to the undersigned (the "Holders"), the
Holders hereby represent, warrants, covenants and agrees, for the benefit of the
Company and any holders of record (the "third party beneficiaries") of the
Company's outstanding securities, including the Company's Common Stock, $.001
par value (the "Stock") at the date hereof and during the pendency of this
letter agreement, that the Holders will not transfer, sell, contract to sell,
devise, gift, assign, pledge, hypothecate, distribute or grant any option to
purchase or otherwise dispose of, directly or indirectly, its shares of Stock of
the Company owned beneficially or otherwise by the Holders except in connection
with or following completion of a merger, acquisition or other transaction of or
by the Company meeting the definition of a business combination as defined in
the Company's registration statement on Form 10-SB or otherwise complying with
the purposes of the Company as set out in the registration statement.
Any attempted sale, transfer or other disposition in violation of this
letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct its transfer
agent not to transfer such securities (ii) may provide a copy of this letter
agreement to the Company's transfer agent for the purpose of instructing the
Company's transfer agent to place a legend on the certificate(s) evidencing the
securities subject hereto and disclosing that any transfer, sale, contract for
sale, devise, gift, assignment, pledge or hypothecation of such securities is
subject to the terms of this letter agreement and (iii) may issue stop-transfer
instructions to its transfer agent for the period contemplated by this letter
agreement for such securities.
This letter agreement shall be binding upon the Holders, its agents, heirs,
successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions of this letter
agreement in any instance shall be in writing and shall be duly executed by the
Company and the Holder and shall not be deemed or construed to be a waiver of
such term or condition for the future, or of any subsequent breach thereof.
Agreed and accepted this 25th day of March, 2000.
THE HOLDER
By: _____________________________
President
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB Registration Statement, of ACS
Acquisition Corporation our report as of and for the period ended March 31, 2000
dated March 25, 2000, relating to the financial statements of ACS Acquisition
Corporation which appears in such Form 10-SB.
L.L. BRADFORD & COMPANY
Certified Public Accountants
Las Vegas, Nevada
April 5, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the balance
sheet and statements of operations found on pages F-1 ex seq. of the Company's
Form SB-2 for the nine months ended September 30, 1999, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<CIK> 0001112163
<NAME> Pacific Acquisition Corporation
<S> <C>
<PERIOD-TYPE> 1-MO
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 5000000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5332
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5332)
<EPS-BASIC> 0.001
<EPS-DILUTED> 0.001
</TABLE>
