As filed with the Securities and Exchange Commission on April 26, 2000
Commission File No.
Securities and Exchange Commission
Washington, D.C. 20549
--------------
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 13 or 15(d) of the Securities Exchange Act of 1934
HARTLAND INVESTMENTS INC.
(Exact name of small business registrant as specified in its charter)
Delaware 98-0221494
(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9521 21 Street S.E., Calgary, Alberta, T2C 4B1
(Address and telephone number of principal executive offices)
Securities to be registered under Section 13 of the Act: NONE
Securities to be registered under Section 15(d) of the Act:
Common Stock, par value of $.0001 per share
Yarek Bartosz, 9521 21 Street S.E., Calgary, Alberta, T2C 4B1 403.720.8550
(Name, address and telephone number of agent for service)
Copies to:
Ann Bell
16910 Dallas Parkway, Suite 100
Dallas, Texas 75248
(972) 248-1922
<PAGE>
PART I
ITEM 1
DESCRIPTION OF THE BUSINESS
General
Hartland Investments Inc. (herein "Hartland" or "Company") was incorporated on
May 26, 1998 under the laws of the State of Delaware. The business purpose of
Hartland was, and remains, to seek out and obtain an acquisition, merger or
outright sale transaction, whereby its Shareholders would benefit.
Hartland's management has decided to voluntarily file this registration
statement with the SEC and cause Hartland to become subject to the SEC's
reporting requirements under the Securities Act of 1934. These actions are being
taken:
(1) so that Hartland's financial information will be equally available to all
interested parties and investors; (2) to meet certain listing requirements for
publicly traded securities; and (3) in order that Hartland might be potentially
more attractive to a private business that has an interest in becoming a
reporting company by means of merging or otherwise affiliating itself with
Hartland.
Proposed Business
Hartland intends to locate and combine with an existing, privately held company,
which is profitable, or, in management's view, has growth potential,
irrespective of the industry in which it is engaged. At this time, Hartland is
not engaged in any discussions with potential combination partners regarding a
possible business combination. However, Hartland does not intend to combine with
a private company that may be deemed to be an investment company subject to the
Investment Company Act of 1940. A combination may be structured as a merger,
consolidation, and exchange of Hartland's common stock for stock or assets or
any other form that will result in the combined enterprises becoming a publicly
held corporation.
Pending negotiation and consummation of a combination, Hartland anticipates that
it will have, aside from carrying on its search for a combination partner, no
business activities, and thus will have no source of revenue. Should Hartland
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Hartland's management pursues one or more combination opportunities beyond
the Preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Hartland's ability
to continue to seek such combination opportunities before any successful
combination can be consummated. Due to Hartland's limited resources and lack of
revenue, in the event such initial efforts to consummate a business combination
fail, Hartland may not be able to seek additional combination partners. An
extensive search for a suitable combination partner may incur substantial
expenses, which Hartland is unable to fulfill. A limited search shall be more
appropriate due to the aforementioned limited resources and revenue. Only slight
efforts may take place and once these efforts are exhausted the financial
constraints of Hartland may result in an inability to seek future partners and
thus the end the search thereto. In that event, Hartland's common stock will
become worthless and holders of Hartland's common stock will receive a nominal
distribution, if any, upon Hartland's liquidation and dissolution.
<PAGE>
Combination Suitability Standards
In its pursuit for a combination partner, Hartland's management intends to
consider only combination candidates which are profitable or, in management's
view, have growth potential. Hartland's management does not intend to pursue any
combination proposal beyond the preliminary negotiation stage with any
combination candidate that does not furnish Hartland with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. In the event such a combination candidate is engaged in a high
technology business, Hartland may obtain reports from independent organizations
of recognized standing covering the technology being developed and/or used by
the candidate. Hartland's limited financial resources may make the acquisition
of such reports difficult or even impossible to obtain and, thus, there can be
no assurance that Hartland will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent Hartland is
unable to obtain the advice or reports from experts, the risks of any combined
enterprise's being unsuccessful will be increased. Furthermore, to the knowledge
of Hartland's officers and directors, neither the candidate nor any of its
directors, executive officers, principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
Embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
Restraining Order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civi1 action, which resulted in a
final judgement against it or him awarding damages or rescission based
upon unlawful practices or sales of securities.
Hartland's officers and directors will make these determinations by
asking pertinent questions of the management and/or owners of prospective
combination candidates. Such persons will also ask pertinent questions of others
that may be involved in the combination negotiations or proceedings. However,
the officers and directors of Hartland will not generally take other steps to
verify independently information obtained in this manner which is favorable.
Unless something comes to their attention that puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
Hartland has no employees.
ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION
The following discussion and analysis should be read in conjunction with
Hartland's financial statements and the notes associated with them as set forth
elsewhere in this document. This discussion should not be construed to imply
that the results discussed herein will necessarily continue into the future or
that any conclusion reached herein will necessarily be indicative of actual
operating results in the future. This discussion represents only the best
present assessment by the management of Hartland.
<PAGE>
Caution Regarding Forward-Looking Information
This registration statement contains certain forward-looking statements and
information relating to Hartland that are based on the beliefs of Hartland or
its management as well as assumptions made by and information currently
available to Hartland or its management. When used in this document, the words
"anticipate", "believe", "estimate", "expect" and "intend" and similar
expressions, as they relate to Hartland or its management, are intended to
identify forward-looking statements. Such statements reflect the current view of
Hartland or its management regarding future events and are subject to certain
risks, uncertainties and assumptions, including the risks and uncertainties
noted. Should one or more of these risks or uncertainties materialize, or should
the underlying assumptions prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated, expected or
intended. In each instance, the forward-looking information should be considered
in light of the accompanying meaningful cautionary statements herein.
Company's History
Hartland Investments Inc. was incorporated on May 26, 1998 under the laws of the
State of Delaware. On June 1, 1998 the Company issued 1,173,000 shares of its
$0.0001 par value common stock for services of $117.00. On October 30, 1998 the
Company issued 77,000 shares of its $0.0001 par value common stock for $770.00
in cash.
Discussion of Financial Condition
Hartland currently has no revenues, no operations and owns no assets. Hartland
will remain illiquid until such time as a business combination transaction
occurs, if ever. No prediction of the future financial condition of Hartland can
be made.
Due to the lack of sustaining operations from inception, Hartland is considered
in the development stage and, as such, has generated no significant operating
revenues. Accordingly, Hartland is dependent upon its current management and/or
significant shareholders to provide sufficient working capital to preserve the
integrity of the corporation during this phase.
Hartland's independent auditor, Barry L. Friedman, P.C., CPA, expressed, in its
opinion on Hartland's audited financial statements, doubt about Hartland's
ability to continue as a going concern. Reference is made to Note 3 to the
financial statements of Hartland included elsewhere in this registration
statement.
Plan of Business
General
While Hartland conducts its search to locate and combine with an existing
privately held company, it will depend on the continued financial support of
Yarek Bartosz, Sole Director of the Company.
The Company's independent auditor's have raised substantial doubt about the
Company's ability to continue as a going concern since the Company has no
current source of revenue. Mr. Bartosz has verbally indicated that he will, for
a minimum of the next twelve months, continue to fund the Company's immediate
needs for legal and accounting purposes and devote as much time as is needed to
pursue a business combination until fruition. Said going concern opinion by the
independent auditor shall be discussed in the following paragraphs.
The process for seeking a combination partner involves a strategic initiative
search with several components in order to find the partner which best suits the
Company's interests. A detailed financial analysis of the partner will be
conducted on any potential combination partner. Analysis on the company's
assets, liabilities, revenues, potential litigation, dividends, goodwill and
business reputation in the community shall occur in order to solidify all the
criteria sought after by the Company in a combination partner. The partners may
be referred to the Company from other sources, found through research of the
Company's officer and director.
<PAGE>
Pending negotiation and consummation of a combination, Hartland anticipates that
it will have, aside from carrying on its search for a combination partner, no
business activities, and, thus, will have no source of revenue. Should Hartland
incur any significant liabilities prior to a combination with a private company,
it may not be able to satisfy such liabilities as they are incurred.
If Hartland's management pursues one or more combination opportunities beyond
the preliminary negotiations stage and those negotiations are subsequently
terminated, it is foreseeable that such efforts will exhaust Hartland's ability
to continue to seek such combination opportunities before any successful
combination can be consummated. In that event, Hartland's common stock will
become worthless and holders of Hartland's common stock will receive a nominal
distribution, if any, upon Hartland's liquidation and dissolution.
Combination Suitability Standards
In its pursuit for a combination partner, Hartland's management intends to
consider only combination candidates that are profitable or, in management's
view, have growth potential. Hartland's management does not intend to pursue any
combination proposal beyond the preliminary negotiation stage with any
combination candidate that does not furnish Hartland with audited financial
statements for at least its most recent fiscal year and unaudited financial
statements for interim periods subsequent to the date of such audited financial
statements, or is in a position to provide such financial statements in a timely
manner. In the event such a combination candidate is engaged in a high
technology business, Hartland may obtain reports from independent organizations
of recognized standing covering the technology being developed and/or used by
the candidate. Hartland's limited financial resources may make the acquisition
of such reports difficult or even impossible to obtain and, thus, there can be
no assurance that Hartland will have sufficient funds to obtain such reports
when considering combination proposals or candidates. To the extent that
Hartland is unable to obtain the advice or reports from experts, the risks of
any combined enterprise's being unsuccessful will be increased. Furthermore, to
the knowledge of Hartland's officer and director, neither the candidate nor any
of its director, executive officers, principal shareholders or general partners:
(1) will have been convicted of securities fraud, mail fraud, tax fraud,
embezzlement, bribery, or a similar criminal offense involving
misappropriation or theft of funds, or be the subject of a pending
investigation or indictment involving any of those offenses;
(2) will have been subject to a temporary or permanent injunction or
restraining order arising from unlawful transactions in securities,
whether as issuer, underwriter, broker, dealer, or investment advisor,
may be the subject of any pending investigation or a defendant in a
pending lawsuit arising from or based upon allegations of unlawful
transactions in securities; or
(3) will have been a defendant in a civil action which resulted in a final
judgement against it or him awarding damages or rescission based upon
unlawful practices or sales of securities.
Hartland's officer and director will make these determinations by asking
pertinent questions of the management and/or owners of prospective combination
candidates. Such persons will also ask pertinent questions of others who may be
involved in the combination negotiations or proceedings. However, Hartland's
officers and directors will not generally take other steps to verify
independently information obtained in this manner which is favorable. Unless
something comes to their attention which puts them on notice of a possible
disqualification that is being concealed from them, such persons will rely on
information received from the management of the prospective combination
candidate and from others who may be involved in the combination proceedings.
ITEM 3
DESCRIPTION OF PROPERTY
Hartland has no properties or assets of any kind.
<PAGE>
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of April 25, 2000 with
regard to the beneficial ownership of the common stock by (i) each person known
to Hartland to be the beneficial owner of 5% or more of its outstanding shares
of common stock; (ii) by the officers and directors of Hartland individually and
(iii) by the officers and directors as a group.
- --------------------------------------------------------------------------------
Name & Address of Owner Number of Shares Owned Percent of Outstanding
Yarek Bartosz 1,173,000 94%
- --------------------------------------------------------------------------------
All Directors & Officers 1,173,000(1) 94%
as a Group (one person)
- --------------------------------------------------------------------------------
- ------------------------
(1) On June 1, 1998 the company issued 1,173,000 shares of its .0001 par value
common stock for services to Yarek Bartosz.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Hartland has only one director and officer, Yarek Bartosz. Mr. Bartosz has been
the President, Secretary and only director of Hartland since its formation in
May 1998.
Yarek Bartosz is 34 years old. He has been the President of Public Company
Advisors, Inc. in Calgary, Alberta since 1995 conducting mergers and
acquisitions for public companies
Directors are elected to serve until the next annual meeting of stockholders and
until their successors a have been elected and qualified. Officers are elected
or appointed by the Board of Directors and serve until resignation, death,
removal by the Board or until their successors are elected and qualified.
<PAGE>
No director or officer of Hartland has been the subject of any order, judgment,
or decree of any court or any regulatory agency enjoining him from acting as an
investment advisor, underwriter, broker or dealer in the securities industry, or
as an affiliated person, director or employee of an investment company, bank,
savings and loan association, or insurance company or from engaging in or
continuing any conduct or practice in connection with any such activity or in
connection with the purchase or sale of any securities nor has any such person
been the subject of an order of state authority barring or suspending the right
of such a person to be engaged in such activities or to be associated with such
activities.
No director or officer of Hartland has been convected in any criminal proceeding
(excluding traffic violations) or is the subject of a criminal proceeding which
is currently proceeding. No director or officer of Hartland is the subject of
any legal proceeding involving Hartland or the performance of his duties as such
director or officer.
ITEM 6
EXECUTIVE COMPENSATION
None of the officers and director of Hartland are being currently compensated or
were compensated in any way for their service to Hartland during the fiscal
years ended December 31, 1998 and 1999.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
ITEM 8
DESCRIPTION OF SECURITIES
Hartland's Articles of Incorporation authorizes the issuance of 80,000,000
shares of common stock, with a par value of $.0001 per share and 20,000,000
shares of preferred stock with a par value of $.0001. Hartland currently has one
shareholder. Holders of common stock are entitled to one vote for each share
owned on each matter submitted to a vote of the shareholders but do not have
cumulative voting rights. Currently there are 1,250,000 shares of common stock
issued and outstanding. Hartland's Board of Directors has the legal authority to
issue the remaining unissued authorized shares, without shareholder approval,
for any purpose deemed to be in the best interest of Hartland.
All the shares of the common stock which are now outstanding are fully paid,
validly issued and nonassessable. Holders of the common stock currently have
preemptive rights to subscribe for or to purchase any additional securities
issued by Hartland. Upon liquidation, dissolution or winding up of Hartland, the
holders of common stock are entitled to share ratably in the distribution of
assets after payment of debts and expenses. There are no conversion, sinking
fund or redemption provisions, or similar restrictions with respect to the
common stock.
Holders of the common stock are entitled to receive dividends, when and if
declared by the Board of Directors, out of funds legally available therefor. See
"Dividend Policy,"
<PAGE>
PART II
ITEM 1
MARKET PRICE AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS
Hartland, upon approval of this registration statement by the SEC, will file for
trading on the OTC Electronic Bulletin Board which is sponsored by the National
Association of Securities Dealers ("NASD"). The OTC Electronic Bulletin Board is
a network of securities dealers who buy and sell stock. The dealers are
connected by a computer network which provides current information on current
"bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for Hartland's common
stock. On October 30, 1998 the company issued 77,000 shares of its common stock
for $770.00 in cash (Under Regulation S).
Hartland has no outstanding options and no plans under which options or similar
instruments could be issued. Hartland has no current plans to register any of
its securities under the Securities Act of 1933 for sale by security holders.
There is no current public offering of equity or debt. If the Board of Directors
seeks to raise additional capital in the near future it would attempt to sell
unregistered, restricted stock in a private placement. Due to the fact that
current stockholders have preemptive rights, any such offering would have to be
made first to them.
Hartland's transfer agent is Securities Transfer Corporation, 16910 Dallas
Parkway, Suite 100, Dallas, Texas 75248.
<PAGE>
DIVIDEND POLICY
Hartland has never paid or declared a cash dividend on its common stock and does
not intend to pay cash dividends in the foreseeable future. The payment by
Hartland of dividends, if any, on its common stock in the future is subject to
the discretion of the Board of Directors and will depend on Hartland's earnings,
financial condition, capital requirements and other relevant factors.
Item 2
LEGAL PROCEEDINGS
Hartland is not a party to any pending litigation nor is it aware of any
threatened or potential legal proceeding.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE None
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES None
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Hartland's bylaws provide that Hartland will indemnify its directors and
officers to the full extent authorized or permitted under Delaware law. The
bylaws also allow reimbursement for certain costs of legal defense.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers and controlling persons of Hartland. Hartland has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy and unenforceable.
PART - FINANCIAL STATEMENTS
EXPERTS
The audited financial statements and notes of Hartland included in this
registration statement have been examined by Barry L. Friedman, P.C., CPA, to
the extent and for the periods indicated in the report with respect thereto, and
are included in reliance upon the authority of said firm as experts in auditing
and accounting.
<PAGE>
PART III EXHIBITS
Exhibits, filed with this registration statement
Exhibit A Financial Statements
Exhibit 3.1 Articles of Incorporation of Hartland Investments Inc.
Exhibit 3.2 Bylaws of Hartland Investments Inc.
Exhibit 4.1 Specimen Stock Certificate for Common Shares
Exhibit 23.1 Consent of Barry L. Friedman
Exhibit 27 Financial Data Schedule
<PAGE>
Exhibit A
Hartland Investments Inc.
(A Development Stage Company)
FINANCIAL STATEMENTS
January 31, 2000
December 31, 1999
December 31, 1998
<PAGE>
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
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ASSETS 2
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LIABILITIES AND STOCKHOLDERS' EQUITY 3
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STATEMENT OF OPERATIONS 4
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STATEMENT OF STOCKHOLDERS' EQUITY 5
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STATEMENT OF CASH FLOWS 6
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NOTES TO FINANCIAL STATEMENTS 7-8
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<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors February 8, 2000
Hartland Investments Inc.
Calgary, Alberta, Canada
I have audited the accompanying Balance Sheets of Hartland Investments
Inc., (A Development Stage Company), as of January 31, 2000, December 31, 1999,
and December 31, 1998, and the related statements of operations, stockholders'
equity and cash flows for the period January 1, 2000, to January 31, 2000, the
year ended December 31, 1999, and the period May 26, 1998 (inception) to
December 31, 1998, and the period May 26, 1998 to January 31, 2000. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my 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.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Hartland Investments
Inc., (A Development Stage Company), as of January 31, 2000, December 31, 1999,
and December 31, 1998, and the related statements of operations, stockholders'
equity and cash flows for the period January 1, 2000, to January 31, 2000, the
year ended December 31, 1999, and the period May 26, 1998 (inception) to
December 31, 1998, and the period May 26, 1998 to January 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #3. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
1582 Tulita Drive
Las Vegas, NV 89123
(702) 361-8414
<PAGE>
<TABLE>
<CAPTION>
Hartland Investments Inc.
(A Development Stage Company)
BALANCE SHEET
ASSETS
January December December
31, 2000 31, 1999 31, 1998
--------------- -------------- ----------------
<S> <C> <C> <C>
CURRENT ASSETS
CASH $ 802 $ 802 $ 770
---------------- --------------- ----------------
TOTAL CURRENT ASSETS $ 802 $ 802 $ 770
---------------- --------------- ----------------
OTHER ASSETS $ 0 $ 0 $ 0
---------------- --------------- ----------------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
---------------- --------------- ----------------
TOTAL ASSETS $ 802 $ 802 $ 770
---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 2 -
<PAGE>
<TABLE>
<CAPTION>
Hartland Investments Inc.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
January December December
31, 2000 31, 1999 31, 1998
---------------- --------------- ----------------
<S> <C> <C> <C>
CURRENT LIABILITIES
Officer's Advances (Note #6) $ 625 $ 625 $ 625
---------------- --------------- ----------------
TOTAL CURRENT LIABILITIES $ 625 $ 625 $ 625
---------------- --------------- ----------------
STOCKHOLDERS' EQUITY (Note #1)
Preferred stock, $.0001 Par value
Authorized 20,000,000 shares
Issued and outstanding at
January 31, 2000-None $ 0
Common Stock, $.0001 par value
Authorized 80,000,000 shares
Issued and outstanding at
December 31, 1998 -
1,250,000 shares $ 125
December 31, 1999 -
1,250,000 shares $ 125
January 31, 2000 -
1,250,000 shares $ 125
Additional Paid In Capital 762 762 762
ACCUMULATED DEFICIT DURING
DEVELOPMENT STAGE -710 -710 -742
---------------- --------------- ----------------
TOTAL STOCKHOLDERS' EQUITY $ 177 $ 177 $ 145
---------------- --------------- ----------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 802 $ 802 $ 770
---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Hartland Investments Inc.
(A Development Stage Company)
STATEMENT OF OPERATIONS
Jan. 1, Year May 26, May 26, 1998
2000, to Ended 1998 to (Inception)
Jan. 31, Dec. 31, Dec. 31, to Jan. 31,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME $ 0 $ 0 $ 0 $ 0
--------------- ---------------- --------------- ----------------
EXPENSES
General, Selling and
Administrative $ 0 $ 0 $ 742 $ 742
--------------- ---------------- --------------- ----------------
TOTAL EXPENSES $ 0 $ 0 $ 742 $ 742
-------------- ---------------- --------------- ----------------
NET PROFIT(+)/Loss(-)
From Operations $ 0 $ 0 $ -742 $ -742
--------------- ---------------- --------------- ----------------
Interest Income $ 0 $ +32 $ 0 $ +32
-------------- ---------------- --------------- ----------------
Net Income $ 0 $ +32 $ -742 $ -710
-------------- ---------------- --------------- ----------------
Net Profit/Loss (-)
Per weighted share
(Note #1) $ NIL $ NIL $ -.0006 $ -.0006
--------------- ---------------- --------------- ----------------
Weighted average
Number of common
Shares outstanding 1,250,000 1,250,000 1,195,413 1,230,908
--------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Hartland Investments Inc.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDER EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------------- ---------------- --------------- ----------------
<S> <C> <C> <C> <C>
June 1, 1998
Issued for Services 1,173,000 $ 117 $ 0 $ 0
October 30, 1998
Issued for Cash 77,000 8 762
Net loss May 26, 1998
(inception) to
December 31, 1998 -742
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1998 1,250,000 $ 125 $ 762 $ -742
Net income year ended
December 31, 1999 +32
--------------- ---------------- --------------- ----------------
Balance,
December 31, 1999 1,250,000 $ 125 $ 762 $ -710
Net loss
January 1, 2000 to
January 31, 2000 0
--------------- ---------------- --------------- ----------------
Balance,
January 31, 2000 1,250,000 $ 125 $ 762 $ -710
--------------- --------------- -------------- ---------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Hartland Investments Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Jan. 1, Year May 26, May 26, 1998
2000 to Ended 1998, to (Inception)
Jan. 31, Dec. 31, Dec. 31, to Jan. 31,
2000 1999 1998 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ 0 $ +32 $ -742 $ -710
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issued Stock For
Services 0 0 +117 +117
Changes in assets and
Liabilities
Officer's Advances 0 0 +625 +625
--------------- ---------------- --------------- ----------------
Net cash used in
Operating activities $ 0 $ +32 $ 0 $ +32
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock 0 0 +770 +770
--------------- ---------------- --------------- ----------------
Net Increase (decrease) $ 0 $ +32 $ +770 $ +802
Cash,
Beginning of period 802 770 0 0
--------------- ---------------- --------------- ----------------
Cash, End of Period $ 802 $ 802 $ 770 $ 802
--------------- ---------------- --------------- ----------------
</TABLE>
The accompanying notes are an integral part of these financial statements
- 6 -
<PAGE>
Hartland Investments Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2000, December 31, 1999, and December 31, 1998
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized May 26, 1998, under the laws of the State of
Delaware as Hartland Investments Inc. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
On June 1, 1998, the company issued 1,173,000 shares of its $0.0001 par
value common stock for services of $117.00.
On October 30, 1998, the company issued 77,000 shares of its $0.0001
par value common stock for $770.00 in cash.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as
follows:
1. The Company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
common shares outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
4. Reporting on Costs of Start-Up Activities - Statement of Position 98-5
("SOP 98-5"), "Reporting on the Costs of Start-Up Activities" which
provides guidance on the financial reporting of start-up costs and
organization costs. It requires most costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. With the adoption
of SOP 98-5, there has been little or no effect on the company's
financial statements.
- 7 -
<PAGE>
Hartwell Financial LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
January 31, 2000, December 31, 1999, and December 31, 1998
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company has no current
source of revenue. Without realization of additional capital, it would
be unlikely for the Company to continue as a going concern. It is
management's plan to seek additional capital through a merger with an
existing operating company.
NOTE 4 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 5 - RELATED PARTY TRANSACTION
The Company neither owns nor leases any real or personal property. A
director provides office services without charge. Such costs are
immaterial to the financial statements and accordingly, have not been
reflected therein. The officer and directors of the Company are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such
conflicts.
NOTE 6 - OFFICER'S ADVANCES
While the Company is seeking additional capital through a merger with
an existing operating company, an officer of the Company has advanced
funds on behalf of the Company to pay for any costs incurred by it.
These funds are interest free.
- 8 -
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, Hartland
Investments Inc. has caused this Registration Statement to be signed on its
behalf by the undersigned thereunto duly authorized, in the City of Las Vegas,
State of Nevada, on the 24th day of February, 2000.
HARTLAND INVESTMENTS INC.
By: /s/ Yarek Bartosz April 24, 2000
--------------------
Yarek Bartosz
President, Secretary
and sole Director
CERTIFICATE OF INCORPORATION
OF
HARTLAND INVESTMENTS INC.
------------------------------
FIRST. The name of this corporation shall be:
HARTLAND INVESTMENTS INC.
SECOND. Its registered office in the State of Delaware is to be
located at 1013 Centre Road, in the City of Wilmington, County of New
Castle, 19805, and its registered agent at such address is CORPORATE
AGENTS, INC.
THIRD. The purpose or purposes of the corporation shall be: To engage
in any lawful act or activity for which corporations may be organized under
the General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is: EIGHTY MILLION (80,000,000) SHARES WITH A PAR VALUE
OF ONE TENTH OF ONE MILLION (.0001) PER SHARE, AMOUNTING TO EIGHT THOUSAND
DOLLARS ($8,000.00) ALL OF WHICH ARE COMMON STOCK. TWENTY MILLION
(20,000,000) SHARES WITH A PAR VALUE OF ONE TENTH OF ONE MILLION (.0001)
PER SHARE, AMOUNTING TO TWO THOUSAND DOLLARS ($2,000.00) ALL OF WHICH ARE
PREFERRED STOCK.
FIFTH, The name and mailing address of the incorporator is as follows:
Kerry Spittel Corporate Agents, Inc. 1013 Centre Road Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
Kerry Spittel
Corporate Agents, Inc.
1013 Centre Road
Wilmington, DE 19805
IN WITNESS WHEREOF, The undersigned, being the incorporator
hereinbefore named, has executed, signed and acknowledged this certificate
of incorporation this twenty-sixth day of May, A.D. 1998.
/s/ Kerry Spittel
-------------------
Kerry Spittel
Incorporator
<PAGE>
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "HARTLAND INVESTMENTS INC.", FILED IN THIS OFFICE ON THE
TWENTY-SIXTH DAY OF MAY, A.D. 1998, AT 9 O'CLOCK A.M.
A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE
COUNTY RECORDER OF DEEDS.
[GRAPHIC OMITTED]
/s/ Edward J. Freel
-----------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION:
DATE:
9104703
05-28-98
<PAGE>
ACTION OF SOLE INCORPORATOR
HARTLAND INVESTMENTS INC
--------------------------------
The undersigned, without a meeting, being the sole incorporator of
the Corporation, does hereby elect the persons listed below to serve as
directors of the corporation until the first annual meeting of shareholders and
until their successors are elected and qualify:
YAREK BARTOSZ
/s/ Kerry Spittel
----------------
Kerry Spittel
Incorporator
Dated: May 26, 1998
BYLAWS
OF
HARTLAND INVESTMENTS INC.
(a Delaware corporation)
--------------------
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation shall be signed by, or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the President
or a Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature has
been placed upon a certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer, transfer agent, or
registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class
of stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock, the
certificates representing shares of any such class or series or of any such
partly paid stock shall set forth thereon the statements prescribed by the
General Corporation Law. Any restrictions on the transfer or registration of
transfer of any shares of stock of any class or series shall be noted
conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated
shares in place of any certificate theretofore issued by it, alleged to have
been lost, stolen, or destroyed, and the Board of Directors may require the
owner of the lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against it on account of the
alleged loss, theft, or destruction of any such certificate or the issuance of
any such new certificate or uncertificated shares.
2. UNCERTIECATED SHARES Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series of
the stock of the corporation shall be uncertificated shares. Within a reasonable
time after the issuance or transfer of any
DE BC D-:BYLAWS-MASTER 07/97-1(#1423)
<PAGE>
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be
required to, issue fractions of a share. If the corporation does not issue
fractions of a share, it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of a share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented by a
certificate) which shall entitle the holder to receive a full share upon the
surrender of such scrip or warrants aggregating a full share. A certificate for
a fractional share or an uncertificated fractional share shall, but scrip or
warrants shall not unless otherwise provided therein, entitle the holder to
exercise voting rights, to receive dividends thereon, and to participate in any
of the assets of the corporation in the event of liquidation. The Board of
Directors may cause scrip or warrants to be issued subject to the conditions
that they shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the conditions that the shares for which scrip or wan-ants are exchangeable may
be sold by the corporation and the proceeds thereof distributed to the holders
of scrip or warrants, or subject to any other conditions which the Board of
Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the
transfer or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date, which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting. If no record date is fixed by the Board of Directors, the record date
for determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting-, provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a record date, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
DE BC D-:BYLAWS-MASTER 07/97-2 (#1423)
<PAGE>
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the General Corporation Law, shall be the first date on which a signed written
consent setting forth the action taken or proposed to be taken is delivered to
the corporation by delivery to its registered office in the State of Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to the corporation's registered office shall be by hand
or by certified or registered mail, return receipt requested. If no record date
has been fixed by the Board of Directors and prior action by the Board of
Directors is required by the General Corporation Law, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting shall be at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive payment of
any dividend or other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of
Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
notice of a meeting of stockholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares of
stock when the corporation is authorized to issue only one class of shares of
stock, and said reference is also intended to include any outstanding share or
shares of stock and any holder or holders of record of outstanding shares of
stock of any class upon which or upon whom the certificate of incorporation
confers such rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding that the certificate of incorporation may provide for more than
one class or series of shares of stock, one or more of which are limited or
denied such rights thereunder, provided, however, that no such right shall vest
in the event of an increase or a decrease in the authorized number of shares of
stock of any class or series which is otherwise denied voting rights under the
provisions of the certificate of incorporation, except as any provision of law
may otherwise require
7. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at the time fixed,
from time to time, by the directors, provided, that the first annual meeting
shall be held on a date
DE BC D-:BYIAWS-MASTER 07/97-3 (#1423)
<PAGE>
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting. A special meeting shall be held on the
date -and at the time fixed by the directors.
- PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the meeting
shall be held at the registered office of the corporation in the State of
Delaware.
- CALL. Annual meetings and special meetings may be called by the directors
or by any officer instructed by the directors to call the meeting.
- NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual meeting
shall state that the meeting is called for the election of directors and for the
transaction of other business which may properly come before the meeting, and
shall (if any other action which could be taken at a special meeting is to be
taken at such annual meeting) state the purpose or purposes. The notice of a
special meeting shall in all instances state the purpose or purposes for which
the meeting is called. The notice of any meeting shall also include, or be
accompanied by, any additional statements, information, or documents prescribed
by the General Corporation Law. Except as otherwise provided by the General
Corporation Law, a copy of the notice of any meeting shall be given, personally
or by mail, not less than ten days nor more than sixty days before the date of
the meeting, unless the lapse of the prescribed period of time shall have been
waived, and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary of
the corporation. Notice by mail shall be deemed to be given when deposited, with
postage thereon prepaid, in the United States Mail. If a meeting is adjourned to
another time, not more than thirty days hence, and/or to another place, and if
an announcement of the adjourned time and/or place is made at the meeting, it
shall not be necessary to give notice of the adjourned meeting unless the
directors, after adjournment, fix a new record date for the adjourned meeting.
Notice need not be given to any stockholder who submits a written waiver of
notice signed by him before or after the time stated therein. Attendance of a
stockholder at a meeting of stockholders shall constitute a waiver of notice of
such meeting, except when the stockholder attends the meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders need be specified in any written waiver of notice.
- STOCKHOLDER LIST. Ile officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examinati n of any stockholder, for any purpose germane to the meeting, during
DE BC D-:BYLAWS-MASTER (07/97-4 (#1423)
<PAGE>
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city or other municipality or community where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present. The stock ledger shall be the only evidence as to who are the
stockholders entitled to examine the stock ledger, the list required by this
section or the books of the corporation, or to vote at any meeting of
stockholders.
- CONDUCT OF MEETING . Meetings of the stockholders shall be presided over
by one of the following officers in the order of seniority and if present and
acting - the Chairman of the Board, if any, the Vice-Chairman of the Board, if
any, the President, a Vice-President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the stockholders. The
Secretary of the corporation, or in his absence, an Assistant Secretary, shall
act as secretary of every meeting, but if neither the Secretary nor an Assistant
Secretary is present the Chairman of the meeting shall appoint a secretary of
the meeting.
- PROXY REPRESENTATION. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a meeting.
Every proxy must be signed by the stockholder or by his attorney-in-fact. No
proxy shall be voted or acted upon after three years from its date unless such
proxy provides for a longer period A duly executed proxy shall be irrevocable if
it states that it is irrevocable and, if, and only as long as, it is coupled
with an interest sufficient in law to support an irrevocable power. A proxy may
be made irrevocable regardless of whether the interest with which it is coupled
is an interest in the stock itself or an interest in the corporation generally.
- INSPECTORS. The directors, in advance of any meeting, may, but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the person
presiding at the meeting may, but need not, appoint one or more inspectors. In
case any person who may be appointed as an inspector fails to appear or act, the
vacancy may be filled by appointment made by the directors in advance of the
meeting or at the meeting by the person presiding thereat Each inspector, if
any, before entering upon the discharge of his duties, shall take and sign an
oath faithfully to execute the duties of inspectors at such meeting with strict
impartiality and according to the best of his ability. The inspectors, if any,
shall determine the number of shares of stock outstanding and the voting power
of each, the shares of stock represented at the meeting, the existence of a
quorum, the validity and effect of proxies, and shall receive votes, ballots, or
consents, hear and determine all challenges and questions arising in connection
with the right to vote, count and tabulate all votes, ballots, or consents,
determine the result, and do such acts as are proper to conduct the election or
vote with fairness to all stockholders. On request of the person presiding at
the meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, question, or matter determined by him or them and execute a
certificate of any fact found by him
DE BC D-:BYLAWS-MASTER 07/97-5 (#1423)
<PAGE>
or them. Except as otherwise required by subsection (e) of Section 231 of the
General Corporation Law, the provisions of that Section shall not apply to the
corporation.
-QUORUM The holders of a majority of the outstanding shares of stock shall
constitute a quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite the absence
of a quorum.
- VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy at the meeting and entitled to vote on the
election of directors. Any other action shall be authorized by a majority of the
votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these Bylaws. In the election of directors, and for any other
action, voting need not be by ballot.
8. STOCKHOLDER ACTION WITHOUT MEETINGS.. Except as any provision of the
General Corporation Law may otherwise require, any action required by the
General Corporation Law to be taken at any annual or special meeting of
stockholders, or any action which may be taken at any annual or special meeting
of stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which. all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing. Action taken pursuant to this paragraph shall be
subject to the provisions of Section 228 of the General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation
shall be managed by or under the direction of the Board of Directors of the
corporation. Ile Board of Directors shall have the authority to fix the
compensation of the members thereof The use of the phrase "whole board" herein
refers to the total number of directors which the corporation would have if
there were no vacancies.
2. OUALIFICATIONS AND NUMBER. A director need not be a stockholder, a
citizen of the United States, or a resident of the State of Delaware. The
initial Board of Directors shall consist of persons. Thereafter the num of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the nurn shall be. The number of
directors may be increased or decreased by action of the stockholders or of the
directors.
DE BC D-:BYLAWS-MASTER 07/97-6 (#1423)
<PAGE>
3. ELECTION AND TERM. The first Board of Directors, unless the members
thereof shall have been named in the certificate of incorporation, shall be
elected by the incorporator or incorporators and shall hold office until the
first annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may resign
at any time upon written notice to the corporation. Thereafter, directors who
are elected at an annual meeting of stockholders, and directors who are elected
in the interim to fill vacancies and newly created directorships, shall hold
office until the next annual meeting of stockholders and until their successors
are elected and qualified or until their earlier resignation or removal. Except
as the General Corporation Law may otherwise require, in the interim between
annual meetings of stockholders or of special meetings of stockholders called
for the election of directors and/or for the removal of one or more directors
and for the filling of any vacancy in that connection, newly created
directorships and any vacancies in the Board of Directors, including unfilled
vacancies resulting from the removal of directors for cause or without cause,
may be filled by the vote of a majority of the remaining directors then in
office, although less than a quorum, or by the sole remaining director.
4. MEETINGS.
- TRADE. Meetings shall be held at such time as the Board shall fix, except
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
- PLACE Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for which the time
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any, of
the President, or of a majority of the directors in office.
- NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral, or
any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose
of, any regular or special meeting of the directors need be specified in any
written waiver of notice.
- QUORUM AND ACTION. A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of
DE BC D-BYLAWS-MASTER 07/97-7 (#1423)
<PAGE>
the directors in office shall constitute a quorum, provided, that such majority
shall constitute at least onethird of the whole Board. A majority of the
directors present, whether or not a quorum is present, may adjourn a meeting to
another time and place. Except as herein otherwise provided, and except as
otherwise provided by the General Corporation Law, the vote of the majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board. The quorum and voting provisions herein stated shall not be
construed as conflicting with any provisions of the General Corporation Law and
these Bylaws which govern a meeting of directors held to fill vacancies and
newly created directorships in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee
designated by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
- CHAIRMAN OF ME MEETING. The Chairman of the Board, if any and if present
and acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.
6. COMMITTEES. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the corporation.
The Board may designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member at any meeting of
the committee. In the absence or disqualification of any member of any such
committee or committees, the member or members thereof present at any meeting
and not disqualified from voting, whether or not such member or members
constitute a quorum, may unanimously appoint another member of the Board of
Directors to act at the meeting in the place of any such absent or disqualified
member. Any such committee, to the extent provided in the resolution of the
Board, shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section 141 of the General Corporation Law, and may authorize the seal of the
corporation to be affixed to all papers which may require it.
7. WRITTEN ACTION. Any action required or permitted to be taken at any
meeting of the Board of Directors or any committee thereof may be taken without
a meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.
DE BC D-:BYLAWS-MASTER 07/97-8 (#1423)
<PAGE>
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary,
a Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a ViceChairman of the Board, an Executive
Vice-President, one or more other Vice-Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors choosing him, no officer other than the Chairman or ViceChairman of
the Board, if any, need be a director. Any number of offices may be held by the
same person, as the directors may determine.
Unless otherwise provided in the resolution choosing him, each officer
shall be chosen for a term which shall continue until the meeting of the Board
of Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in the resolutions of the Board of Directors designating and choosing such
officers and prescribing their authority and duties, and shall have such
additional authority and duties as are incident to their office except. to the
extent that such resolutions may be inconsistent therewith. The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to him. Any officer may be removed,
with or without cause, by the Board of Directors. Any vacancy in any office may
be filled by the Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
DE BC D-:BYLAWS-MASTER, 07/97-9 (#1423)
<PAGE>
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter, or repeal
these Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of
the Bylaws of Hartland Investments Inc.,a Delaware corporation, as in effect on
the date hereof.
Dated:
/s/ illegible
-------------------------
Secretary of
(SEAL)
City of
County of
,19
DE BC D-:BYLAWS-MASTER 07/97-10 (#1423)
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ON May 26, 1998.
*Certificate No. ** ** Shares **
Hartland Investments Inc.
Secretary of State File No. _____________
COMMON STOCK
This certifies that __________________is the owner(s) of ____________ fully paid
and non-assessable shares of Hartland Investments Inc., a Delaware corporation,
transferable only on the books of the Corporation by the holder hereof, in
person or by duly authorized Attorney, upon surrender of this Certificate,
properly endorsed.
In Witness Whereof, the Corporation has caused this Certificate of be issued and
signed by its duly appointed officers on ________.
_______________________________ _______________________________
President Secretary
$0.01 PAR VALUE PER SHARE
To Whom It May Concern: February 8, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of February 8, 2000, on the Financial
Statements of Hartland Investments Inc., as of January 31, 2000, in any filings
that are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
</LEGEND>
<CIK> 0001112912
<NAME> Hartland Investments Inc.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-01-1999
<PERIOD-START> JAN-01-1998
<PERIOD-END> JAN-31-2000
<EXCHANGE-RATE> 1
<CASH> 802
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 802
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 802
<CURRENT-LIABILITIES> 625
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 177
<TOTAL-LIABILITY-AND-EQUITY> 802
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
