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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Plainview Laboratories, Inc.
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(Name of Small Business Issuer in its charter)
Nevada 88-0409261
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
308 Horn Street, Las Vegas, NV 89107
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(Address of principal executive offices) (zip code)
Issuers telephone number: (702) 203-8477
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Securities to be registered under section 12(b) of the Act:
Title of Each Class Name on each exchange on which
to be registered each class is to be registered
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Securities to be registered under section 12(g)of the Act:
Common Stock, $.001 par value per share, 20,000,000 shares authorized,
1,000,000 issued and outstanding as of April 30, 2000. Preferred Stock,
$.001 par value per share, 5,000,000 shares authorized, none issued nor
outstanding as of April 30, 2000.
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FORWARD LOOKING STATEMENTS
Plainview Laboratories, Inc., a developmental stage company ("Plainview
Laboratories, Inc, or the "Company") cautions readers that certain important
factors may affect the Company's actual results and could cause such results
to differ materially from any forward-looking statements that may be deemed
to have been made in this Form 10-SB or that are otherwise made by or on
behalf of the Company. For this purpose, any statements contained in the
Form 10-SB that are not statements of historical fact may be deemed to be
forward-looking statements. Without limiting the generality of the
foregoing, words such as "may," "expect," "believe," "anticipate," "intend,"
"could," "estimate," "plans," or "continue" or the negative or other
variations thereof or comparable terminology are intended to identify forward-
looking statements. Factors that may affect the Company's results include,
but are not limited to, the Company's limited operating history, its ability
to produce additional products and services, its dependence on a limited
number of customers and key personnel, its possible need for additional
financing, its dependence on certain industries, and competition from its
competitors. With respect to any forward-looking statements contained herein,
the Company believes that it is subject to a number of risk factors,
including: the length of time to obtain FDA approval to sell a generic
pharmaceutical, the difficulty in successfully completing stability and
bioequilvance studies, other companies may be pursing this same generic
product and the Company's ability to implement its product strategies to
develop its business in emerging markets; competitive actions; the nature and
pace of managed health care; and general economic and business conditions.
Any forward-looking statements in this report should be evaluated in light of
these important risk factors. The Company is also subject to other risks
detailed herein or set forth from time to time in the Company's filings with
the Securities and Exchange Commission.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I ......................................................... 4
Item 1. Description of Business.................................. 4
Item 2. Management's Discussion and Analysis or Plan of
Operation................................................ 14
Item 3. Description of Property.................................. 15
Item 4. Security Ownership of Management and Others and Certain
Security Holders......................................... 16
Item 5. Directors, Executives, Officers and Significant
Employees................................................ 17
Item 6. Executive Compensation................................... 18
Item 7. Certain Relationships and Related Transactions........... 19
Part II ......................................................... 20
Item 1. Legal Proceedings........................................ 20
Item 2. Market Price of and Dividends of the Registrant's
Common Equity and Other Stockholder Matters.............. 20
Item 3. Recent Sales of Unregistered Securities.................. 21
Item 4. Description of Securities................................ 21
Item 5. Indemnification of Directors and Officers................ 22
Part F/S ......................................................... 24
Item 1. Financial Statements..................................... 24
Item 2. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure...................... 24
Part III ......................................................... 26
Item 1. Index to Exhibits........................................ 26
Item 2. Description of Exhibits.................................. 26
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Part I
Item 1. Description of Business
(i) Business Development, Organization and Acquisition Activities
Plainview Laboratories, Inc., a developmental stage company, hereinafter
referred to as "the Company", was organized by the filing of Articles of
Incorporation with the Secretary of State of the State of Nevada on December
31, 1998. The original articles of the Company authorized the issuance of
twenty-five million (20,000,000) shares of Common Stock at par value of
$0.001 per share and five million (5,000,000) shares of Preferred Stock at
par value of $0.001. The Company has been inactive from December 31, 1998,
through December 31, 1998, at which time, the Company issued 1,000,000 shares
of its $0.001 par value common stock for cash of $1,000.
Company has one million (1,000,000) shares of its $0.001 par value common
voting stock issued and outstanding which are held by approximately
five (5) shareholders of record.
Plainview Laboratories, Inc. is developmental stage company, which plans to
produce generic pharmaceutical products, through contract laboratories and
manufacturing facilities, for pharmaceutical products that have lost their
innovator patent, and no other generics for these products are currently
available on the market. The company plans to distribute this product into
the marketplace through drug wholesalers, chain pharmacies and State Medicaid
programs.
It is the company's hope to enter the marketplace with the first versions of
generic drugs, after the innovator patent has expired. There are no
guarantees that other generic pharmaceuticals could not enter the market
first with a similar product beforehand. The Company, early in its development
stage, applied for a Government Contractor's Code through the Department
of Defense. It was assigned a Government CAGE Code Number of 1JF79. The
Company also registered with the FDA, and was assigned the registration
number: 064660.
The auditors of the Company have issued a going concern opinion in Note 5 of
the Notes to Financial Statements, which states in pertinent part the following,
"Without realization of additional capital, it would be unlikely for the
company to continue as a going concern." It is, however, the intent of the
Company to seek to raise additional capital via a private placement offering
pursuant to Regulation "D" Rule 505 or 506.
(ii) Principal Products and Principal Markets
Plainview Laboratories, Inc. was incorporated to transact any lawful
business. The Company hopes to develop a generic pharmaceutical product,
utilizing contract laboratory and manufacturing facilities. The Company has
limited itself to the development of one product; however, this does not
preclude the company from seeking other product opportunities. At this time,
it does not have the resources to pursue multiple products. The Company
plans to target a low volume pharmaceuticals product, in which its U.S.
patent recently expired. Generally speaking, low volume pharmaceutical
products are not quickly brought to the market as generic products, by the
larger generic pharmaceutical drug facilities, since the cost to produce a
low volume generic product out weights its return on investment. Plainview
Laboratories, Inc., believes it can minimize the cost to produce generic
pharmaceutical products by out-sourcing the steps necessary to obtain Food
and Drug Administration (FDA) approval.
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The goal of Plainview Laboratories, Inc. is to obtain an ANDA (Abbreviated
New Drug Application) from the FDA to produce and market a pharmaceutical
product where the patent on the brand name product has expired, and market
its generic version. The FDA requires one holder (a primary contact) of the
ANDA. The Company needs to consider where or not the contract manufacturer
will submit the submission package to the FDA, and be the holder of the ANDA
for this product. If this becomes the case, the Company would need to enter
into a contract with the contract manufacturer to be the exclusive
distributor of this product. At this time, the Company is still in the
process of identifying contract facilities to undertake this work. Since
this is a lengthy process, the Company believes it is too premature to
determine the actual holder of the ANDA for this product.
Generic products generally sell at 1/3 the price of brand name products;
however, profit margins are higher for generic products since the companies
do not carry the overhead of research, administration, marketing, plants and
equipment.
The Company plans to begin with one product, it will take twelve to eighteen
months before the company can expect to generate any revenues. It will take
that amount of time to obtain FDA approval to market said product. The
Company is evaluating a low volume off-patent product. And, the innovator
product's patent expired. Until the evaluation is completed, the Company
considers this evaluation proprietary information.
The target product has no known generic competition at this time. Upon
release of this product, the Company hopes to capture the current market by
achieving an additional one percent of market share for each month the
generic product is on the market. It should be cautioned, that the Company
hopes to generate sales volume upon the release of the product, provided no
other generic equivalents are on the market. If a similar generic product
enters the market beforehand, sales results will suffer.
There are a finite number of end customers of generic pharmaceuticals
products. If there are multiple generic pharmaceutical products on the
market for the same type of product, these products share the total market
sales in the marketplace. Generally speaking, the first generic product
to enter the marketplace, captures a significant share of the market.
Price and distribution also become a major factors in determining which
generic product is utilized over a similar product.
The FDA requires that generic products produce a series of studies and the
results of its testing before companies are authorized to sell these
products. At that time, the FDA will issue an Abbreviated New Drug
Application (ANDA), which allows the company to market a product. If the
product fails these studies, the entire project and all funding can be lost.
It should be pointed out, if the company cannot pass the necessary studies
required by the FDA, the Company would be unable to fund additional studies.
This could place the Company's future at great risk, to the point, that the
Company would not have enough funds to continue in business.
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(iii) Status of Products and Services
The Company has limited operating history. The company was organized on
August 3, 1998. Activities to date have been limited primarily to
organization, initial capitalization, finding an appropriate operating
facility in, Nevada, and commencing with initial operational plans.
As of August 25, 1998, the company had developed a business plan, and
established what steps need to be taken to achieve the results set for in
this plan.
The Company's president and CEO, This is the first such
endeavor Ms. DeStefano has taken to bring a generic pharmaceutical through
the regulatory and approval process with the FDA.
To date, the Company has taken the following initiatives and steps in order
to further its operations and continues to execute its business plan:
a) The Company identified a generic pharmaceutical product, in which its
innovator patent has recently expired. The Company plans to investigate
the steps necessary to obtain an ANDA for this product. In December,
1998, the Company signed a Confidentially Agreement with a large
pharmaceutical contract manufacturer to pursue and investigate this
initiative.
d) The Company has received from the FDA, under the Freedom of Information
Act, the innovator Drug Filings for its first targeted generic drug
product.
e) If the Company can obtain an ANDA from the FDA to market generic drugs,
the Company would need additional funding to cover the cost of
manufacturing, inventories, distribution, warehousing, sales,
administration and marketing. Without FDA approval, the company cannot
justify the cost of these expenses, as it is a developmental company with
no approved product(s).
(iv) Industry Background and Current Status
The Industry and Potential Effect on the Company's Plan of Operation
The pharmaceutical business has consistently grown in gross profit and
revenues. According to the U.S. Department of Commerce, there are currently
1,356 pharmaceutical manufacturers in the U.S. who sell $74.2 billion in
pharmaceutical products, in 1997. Generic products account for 50 percent of
the unit volume and approximately 30 percent of the total dollar volume.
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When a generic pharmaceutical product enters the market place, it is generally
priced at a 1/3 discount to the brand name product. As multiple generics enter
the marketplace, additional price reductions take place. Frequently, the brand
name product's price does not drop. The company manufacturing and selling the
brand name product cannot afford to cut the price, since they are burdened,
with research, marketing, administration, and plant and equipment costs.
Additionally, once FDA approval is obtain, the brand name companies cannot make
claims of superiority of their product, since the FDA clearly states they are
the same.
There are very few generic pharmaceutical companies who target the lower volume
brand name products that have lost their patent. The larger generic
pharmaceutical manufacturers, e.g., Zenith, Schein, Major Pharmaceuticals,
generally produce and market generic pharmaceutical products, in which the
total (generic and innovator) product sales exceed $40 million. They need to
target the larger volume product to pay their overhead and expenses. It is
the goal of Plainview Laboratories, Inc. to identify these smaller volume
products, and with little overhead, find a contract manufacturer who can
adhere to FDA guidelines to replicate these products. If this can be
accomplished, the advantage for the Company in the opinion of management, is
that, it has very little overhead. Additionally, there are contract
manufacturers that will help defray the additional funding needs for a
percent of the volume generated by this generic product. If a firm contract
can been established with a contract manufacturer, then the Company might
consider negotiating a risk sharing agreement to determine the amount of
funds available versus the expected return on investment. If any
negotiations do take place, one of the factors to be negotiated would be to
determine, which entity actually holds the ANDA. The holder of the ANDA is
the primary contact with the FDA should they have any concerns with the
product. At this time, the Company has no such agreements in place.
The Pharmaceutical Market
There are a number of pharmaceutical products with expired patents that have no
generic counterpart in the marketplace. This information can be found on
public records. Under the Drug Price Competition and Patent Term Restoration
Act (1984 Amendments) the FDA is required to make publicly available a list
of approved drug products with monthly supplements. The FDA also publishes
through its own Web site a list of prescription pharmaceutical products and
the dates their patents expire. The FDA publishes newly approved generic
product. They state whether or not the generic product is equivalent to the
brand name product.
Once a product is approved by the FDA, the owner of the product, usually begins
the process of distribution for said generic product. Depending on the nature
of the product, the distribution for pharmaceutical products begins with drug
wholesalers. The drug wholesalers distribute to retail pharmacies, chains,
hospitals, Federal Government, and most managed health care organizations.
Many managed health care organizations and State Medicaid programs mandate that
generic products be used when they become available. This gives a marketing
edge to the first generic products on the market. If multiple generics become
available for the same brand name product, price becomes the driving factor in
substituting one generic product over another. In the pharmacy arena, it
becomes a commodity driven market. Some managed health care organizations
require a competing generic product be priced twenty (20) lower than an
equivalent product, in order to justify the administrative costs to switch from
one product to another.
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Approval Process
The Federal Drug Administration (FDA), Center for Drug Evaluation and Research
under the Federal Food, Drug, and Cosmetic Act (the Act) approves drug products
on the basis of safety and effectiveness.
The main criterion for in the approval process of a pharmaceutical product is
that the product is the subject of an application with an effective approval
that has not been withdrawn for safety or efficacy reasons. Additionally, the
FDA approves the marketing of approved multi-source prescription generic drug
products.
To contain drug costs, virtually every state in the United States has adopted
laws and/or regulations that encourage the substitution of drug products.
These state laws generally require either that substitution be limited to
drugs on a specific list (the positive formulary approach) or that it be
permitted for all drugs except those prohibited by a particular list (the
negative formulary approach). Because of the number of requests in the late
1970s for FDA assistance in preparing both positive and negative formularies,
the FDA was inundated to meet the needs of each state on an individual basis.
The FDA also recognized that providing a single list based on common criteria
would be preferable to evaluating drug products on the basis of differing
definitions and criteria in various state laws. As a result, on May 31, 1978,
the Commissioner of Food and Drugs sent a letter to officials of each state
stating FDA's intent to provide a list of all prescription drug products that
are approved by FDA for safety and effectiveness, along with therapeutic
equivalence determinations for multi-source prescription products.
The list was distributed as a proposal in January 1979. It included only
currently marketed prescription drug products approved by FDA through new drug
applications (NDAs), abbreviated new drug applications (ANDAs), or abbreviated
antibiotic applications (AADAs) under the provisions of Section 505 or 507 of
the Act. The therapeutic equivalence evaluations in the List reflect FDA's
application of specific criteria to the approved multi-source prescription
drug products on the List.
A complete discussion of the background and basis of the FDA's therapeutic
equivalence evaluation policy was published in the Federal Register on January
12, 1979 (44 FR 2932). The final rule, which includes FDA's responses to the
public comments on the proposal, was published in the Federal Register on
October 31, 1980 (45 FR 72582). The first publication, October 1980, of the
final version of the List incorporated appropriate corrections and additions.
Each subsequent edition has included the new approvals and made appropriate
changes in data.
On September 24, 1984, the President of the United States signed into law the
Drug Price Competition and Patent Term Restoration Act (1984 Amendments). The
1984 Amendments require that FDA, among other things, make publicly available a
list of approved drug products with monthly supplements. The Approved Drug
Products with therapeutic equivalence evaluations publication and its monthly
Cumulative Supplements satisfy this requirement.
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According to the FDA, pharmaceutical equivalents are drug products considered
pharmaceutical equivalents if they contain the same active ingredient(s), are
of the same dosage form and are identical in strength or concentration, and
route of administration. Pharmaceutically equivalent drug products are
formulated to contain the same amount of active ingredient in the same dosage
form and to meet the same or compendia or other applicable standards (i.e.,
strength, quality, purity, and identity), but they may differ in
characteristics such as shape, scoring configuration, packaging, excipients
(including colors, flavors, preservatives), expiration time, and, within
certain limits, labeling.
Drug products are considered pharmaceutical alternatives if they contain the
same therapeutic moiety, but are different salts, esters, or complexes of that
moiety, or are different dosage forms or strengths. Data are generally not
available for FDA to make the determination of tablet to capsule
bioequivalence. Different dosage forms and strengths within a product line
by a single manufacturer are thus pharmaceutical alternatives, as are
extended-release products when compared with immediate-release or
standard-release formulations of the same active ingredient.
Drug products are considered to be therapeutic equivalents only if they are
pharmaceutical equivalents and if they can be expected to have the same
clinical effect when administered to patients under the conditions specified
in the labeling.
The FDA classifies as therapeutically equivalent those products that meet the
following general criteria: (1) they are approved as safe and effective; (2)
they are pharmaceutical equivalents in that they (a) contain identical amounts
of the same active drug ingredient in the same dosage form and route of
administration, and (b) meet compendia or other applicable standards of
strength, quality, purity, and identity; (3) they are bioequivalent in that (a)
they do not present a known or potential bio-equivalence problem, and they meet
an acceptable in vitro standard, or (b) if they do present such known or
potential problem, they are shown to meet an appropriate bioequivalence
standard; (4) they are adequately labeled; (5) they are manufactured in
compliance with Current Good Manufacturing Practice regulations.
The concept of therapeutic equivalence, applies only to drug products
containing the same active ingredients, and does not encompass a comparison
of different therapeutic agents used for the same condition.
The FDA considers drug products to be therapeutically equivalent if they meet
the criteria outlined above, even though they may differ in certain other
characteristics such as shape, scoring configuration, packaging, excipients
(including colors, flavors, preservatives), expiration time and minor aspects
of labeling (e.g., the presence of specific pharmacokinetic information).
The FDA believes that products classified as therapeutically equivalent can be
substituted with the full expectation that the substituted product will produce
the same clinical effect and safety profile as the prescribed product.
The term bioavailability describes the rate and extent to which the active drug
ingredient or therapeutic ingredient is absorbed from a drug product and
becomes available at the site of drug action.
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This term bioequivalent drug products describes pharmaceutically equivalent
products that display comparable bioavailability when studied under similar
experimental conditions. Section 505 (j)(7)(B) of the Act describes conditions
under which a test and reference listed drug shall be considered bioequivalent:
a) the rate and extent of absorption of the test drug do not show a significant
difference from the rate and extent of absorption of the reference drug when
administered at the same molar dose of the therapeutic ingredient under
similar experimental conditions in either a single dose or multiple doses;
b) the extent of absorption of the test drug does not show a significant
difference from the extent of absorption of the reference drug when
administered at the same molar dose of the therapeutic ingredient under
similar experimental conditions in either a single dose or multiple doses and
the difference from the reference drug in the rate of absorption of the drug
is intentional, is reflected in its proposed labeling, is not essential to
the attainment of effective body drug concentrations on chronic use, and is
considered medically insignificant for the drug. Where these above methods
are not applicable (e.g., for topically applied products intended for local
rather than systemic effect), other in vivo tests of bioequivalence may be
appropriate.
Bioequivalence may sometimes be demonstrated using an in vitro bioequivalence
standard, especially when such an in vitro test has been correlated with human
in vivo bioavailability data or in other situations through comparative
clinical trials or pharmacodynamic studies.
Statistical Criteria for Bioequivalence
The FDA requires under the Drug Price Competition and Patent Term Restoration
Act of 1984, that companies seeking approval to market a generic drug must
submit data demonstrating that the drug product is bioequivalent to the pioneer
(innovator) drug product. A major premise underlying the 1984 law is that
bioequivalent products are therapeutically equivalent and, therefore,
interchangeable.
The standard bioequivalence study is conducted in a crossover fashion in a
small number of volunteers, usually with 12 to 24 healthy normal male adults.
Single doses of the test and reference drugs are administered and blood or
plasma levels of the drug are measured over time. Characteristics of these
concentration-time curves, such as the area under the curve (AUC) and the
peak blood or plasma concentration (C max), are examined by statistical
procedures.
Bioequivalence of different formulations of the same drug substance involves
equivalence with respect to the rate and extent of drug absorption. Two
formulations whose rate and extent of absorption differ by 20% or less are
generally considered bioequivalent. The use of the 20% rule is based on a
medical decision that, for most drugs, a 20% difference in the concentration
of the active ingredient in blood will not be clinically significant.
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In order to verify, for a particular pharmacokinetic parameter, that the
- -/+ 20% rule is satisfied, two one-sided statistical tests are carried out
using the data from the bioequivalence study. One test is used to verify
that the average response for the generic product is no more than 20% below
that for the innovator product; the other test is used to verify that the
average response for the generic product is no more than 20% above that for
the innovator product. The current practice is to carry out the two
one-sided tests at the 0.05 level of significance.
Computationally, the two one-sided tests are carried out by computing a 90%
confidence interval. For approval of abbreviated new drug applications
(ANDA's), in most cases, the generic manufacturer must show that a 90 percent
confidence interval of the difference between the mean response (usually AUC
and max) of its product and that of the innovator is within the limits -/+ 20
percent of the innovator mean. If the true difference between the products is
near 20 percent of the innovator mean, the confidence limit will likely be
outside the acceptable range and the product will fail the bioequivalence test.
Thus, an approved generic product is likely to differ from that of the
innovator by far less than this quantity.
The current practice of carrying out two one-sided tests at the 0.05 level of
significance ensures that if the two products truly differ by as much or more
than is allowed by the equivalence criteria (usually +/- 20 percent of the
innovator product average for the bioequivalence parameter, such as AUC or
Cmax) there is no more than a 5 percent chance that they will be approved as
equivalent. This reflects the fact that the primary concern from the
regulatory point of view is the protection of the patient against the
acceptance of bioequivalence if it does not hold true. The results of a
bioequivalence study must usually be acceptable for more than one
pharmacokinetic parameter. As such, a generic product that truly differs by
20 percent or more from the innovator product with respect to one or more
pharmacokinetic parameters, would actually have less than a 5 percent chance
of being approved. Therefore, the Company must be duplicate and demonstrate
to the FDA that their product can meet these criteria.
(v) Raw Materials and Suppliers
The raw material to produce a generic is a major concern. Although many
innovator companies have their patents expire, they are the sole manufacturers
of the raw materials needed to make the generic counterparts. In a sense,
they can prevent a generic product from entering the market place by
controlling the raw materials needed to produce it. Therefore, the first
criteria, Plainview Laboratories, Inc., utilizes in selecting a generic
product, is to determine the availability of the raw materials to produce it.
As long as the raw materials are widely available, the Company will proceed
to evaluate whether or not it can be produced as a generic product. This
company research to identify pharmaceutical raw materials should be
considered proprietary information.
The Company does not intend to manufacture any products. The Company intends
to license to, or enter into strategic alliances with, larger pharmaceutical
and veterinary companies that are equipped to manufacture pharmaceutical
products that the Company plans to seek to develop and market.
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(vi) Customers
The Company plans to distribute its product - if and when it gets to this stage
of its business plan - into the marketplace through drug wholesalers, chain
pharmacies and State Medicaid programs. As of April 30, 2000, no sales
revenues have been generated by the Company. In addition, the Company does not
expect to generate any sales revenues in the foreseeable future.
The customer profile, however, for generic products in the U.S. currently
includes:
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Business Number
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<S> <C>
Drug wholesalers 278
Pharmacies 50,000
Drug Chain Headquarters 100
Contracting Managed Health Care 70
Federal Government (DOD) 1
State Medicaid Programs 50
It should be noted that the ten (10) largest drug wholesalers, service and
distribute to approximately eighty (80) percent of the entire pharmaceutical
business in the U.S. Therefore, once a drug receives FDA approval,
distribution then becomes the next concern of a pharmaceutical company. With
limited resources, the Company believes that it will take a deal of time and
effort to obtain product distribution of a generic pharmaceutical product.
This could adversely affect the Company's sales results.
(vii) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements, or Labor Contracts
The Company plans to produce generic pharmaceutical products, in which the
innovator's product patent has expired. Patents are generally not issued to
generic pharmaceutical products. If the company receives FDA approval to
sell a generic product, it plans to give the product a generic tradename
which would be registered with the US Trademark office. It is too premature
to submit any entries, as the US Trademark Office requires that submissions
should not be made until at least six (6) months until the product is
marketed. The Company expects the generic approval process will take
eighteen (18) to twenty-four (24) months.
(viii) Regulation
The pharmaceutical industry is tightly regulated by the FDA, DEA, and State
Governments, and State Boards of Pharmacy. Under Section 510(h) of the Federal
Food, Drug, and Cosmetic Act, every drug establishment registered with the FDA
must be inspected at least once every two (2) years to determine if the drugs
they market are produced in conformance with current Good Manufacturing
Practices (GMP). Copies of the inspection reports generated by the FDA
District conducting the inspection or any other inspections conducted are
available from the local Districts offices pursuant to the Freedom of
Information regulations. These reports are also available from: National
Technical Information Service, 5285 Port Royal Road, Springfield, VA 22161.
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For this reason, the Company plans to use sub-contractors who are in good
standing with the FDA. If the Company hopes to achieve FDA approval of a
generic drug, the Company needs to utilize FDA approved facilities. When the
FDA reviews the submission package from the Company, they will quickly
ascertain which facilities did the testing and manufacturing and whether or
not they facilities are approved FDA facilities. The Company believes the
usage of non-approved FDA sub-contractors would only delay the approval
process.
(ix) Effect of Existing or Probable Government Regulations
Although the Company plans on obtaining all required federal and state permits,
licenses, FDA registrations and bonds to operate its facilities, there can be no
assurance that the Company's operations and profitability will not be subject
to more restrictive regulation or increased taxation by federal, state, or
local agencies.
(x) Research and Development Activities
Plainview Laboratories, Inc., believes it can minimize the cost to produce
generic pharmaceutical products by out-sourcing the steps necessary to obtain
Food and Drug Administration (FDA) approval.
The goal of Plainview Laboratories, Inc. is to obtain an ANDA (Abbreviated New
Drug Application) from the FDA to produce and market a pharmaceutical product
where the patent on the brand name product has expired, and then subsequently
market its generic version. The FDA requires one holder (a primary contact) of
the ANDA. The Company needs to consider whether or not the contract
manufacturer will submit the submission package to the FDA, and be the holder
of the ANDA for this product. If this becomes the case, the Company
would need to enter into a contract with the contract manufacturer to be the
exclusive distributor of this product. At this time, the Company is still in
the process of identifying contract facilities to undertake this work. Since
this is a lengthy process, the Company believes it is too premature to
determine who the actual holder of the ANDA for this product will be.
Thus far, the Company has identified a generic pharmaceutical product, in which
the innovator patent has recently expired. The Company plans to investigate
the steps necessary to obtain an ANDA for this product. In December, 1998, the
Company signed a Confidentially Agreement with a large pharmaceutical contract
manufacturer to pursue this initiative. In addition, the Company has received
from the FDA, under the Freedom of Information Act, the innovator Drug Filings
for its first targeted generic drug product. If the Company can obtain an ANDA
from the FDA to market generic drugs, the Company would need additional funding
to cover the cost of manufacturing, inventories, distribution, warehousing,
sales, administration and marketing. Without FDA approval, the Company cannot
justify the cost of these expenses, however, as it is a developmental company
with no approved product(s).
(xi) Impact of Environmental Laws
The pharmaceutical industry is tightly regulated. The Company plans to
subcontract almost all of its work to outside laboratories and to an outside
pharmaceutical manufacturer. It is the Company's intent to only utilize FDA
approved facilities, as it needs to have its generic product FDA approved
before it can be marketed.
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(xii) Employees
The Company currently has one (1) employee: one President. All of the research
and development with be subcontracted to outside laboratories and a
manufacturing facility. This subcontracting will be coordinated by the
President of the Company. If the company can obtain an ANDA from the FDA for a
generic pharmaceutical product, at that time the Company will either consider
adding more employees, or selling its rights to market the product to another
Company.
(xiii) Year 2000 Issue
The Company's business does not currently utilize any electronic processing
systems and therefore is not directly at risk for having systems that will not
recognize the Year 2000 ("Y2K") or treat any date after December 31, 1999 as a
date during the twentieth century. However, no assurances can be given that the
Company will be able to avoid all Y2K problems, especially those that might
originate with third parties with whom the Company transacts business, such as
financial institutions, and the Company has not undertaken any investigation to
determine the Y2K readiness of such parties. If the Company, or any third party
with whom the Company does business were to have a Y2K problem, the business of
the Company could be disrupted and the Company's financial condition and
results of operations could be materially adversely affected.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
The Company was formed on December 31, 1998, under the laws of the State of
Nevada. The Company has been inactive from the date of inception through March
14, 2000. At that time, the Company issued 1,000,000 shares of its $0.001 par
value common stock for cash of $1,000. Since the Company has been inactive
since its date of inception, there has been no costs to the Company.
Management recognizes that the Company needs to be further capitalize before it
can initiate its business plan. The Company does not have significant cash or
other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a going
concern. It is, however, the intent of the Company to seek to raise additional
capital via a private placement offering pursuant to Regulation "D" Rule 505 or
506 or a private placement.
The Company does not have any preliminary agreements or understandings between
the company and its stockholders/officers and directors with respect to loans or
financing to operate the company. The Company currently has no arrangements or
commitments for accounts and accounts receivable financing. There can be no
assurance that any such financing can be obtained or, if obtained, that it will
be on reasonable terms.
14
<PAGE>
This is a developmental stage company. The Company hopes to produce generic
pharmaceutical products, through contract laboratories and manufacturing
facilities, for pharmaceutical products that have lost their innovator patent,
and where no other generics for these products are currently available on the
market. If successful, the Company plans to distribute this product into the
marketplace through drug wholesalers, chain pharmacies and State Medicaid
programs.
It is the Company's intention to enter the marketplace with the first versions
of generic drugs, after their innovator patents have expired. There are no
guarantees that other generic pharmaceuticals could not enter the market first
with a similar product beforehand. Other companies could be developing a
similar product; if they enter the market first, this would dramatically
curtail any earnings potential for the Company. Additionally, a superior
competitive product could force the Company out of business.
As of April 30, 2000, the Company has yet to generate any revenues. In
addition, the Company does not expect to generate any revenues over the next
approximately twenty-four months.
(ii) No engineering, management or similar report has been prepared or
provided for external use by the Company in connection with the offer of
its securities to the public.
(iii) Management believes that the Company's future growth and success will be
largely dependent on its ability to obtain an ANDA (Abbreviated New Drug
Application) from the FDA to produce and market a pharmaceutical product where
the patent on the brand name product has expired, and then subsequently market
a generic version.
The Company has not incurred any research and development costs from December
31, 1998 (date of inception) through April 30, 2000. The for research
activities are not expected to be borne by any of the Company's customers, of
which there are none, but rather by the Company.
(iv) The Company does not expect to purchase or sell any of its facilities or
equipment.
(v) Management does not anticipate any significant changes in the number of
its employees over the next approximately twelve (12) months.
B. Segment Data
As of April 30, 2000, no sales revenue has been generated by the Company.
Accordingly, no table showing percentage breakdown of revenue by business
segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at: 308 Horn Street,
Las Vegas, NV 89107 Telephone number: (702) 203-8477. The office space
is provided by the officer of the Company at no cost to the Company.
15
<PAGE>
The Company plans to sub-contract all of its development and research work to
other companies. Therefore, at this time, management of the Company does not
believe that the Company needs the expense burden of leasing office facilities.
Management believes that this arrangement is suitable given the limited nature
of the Company's current operations, and also believes that the Company will
not need to lease additional administrative offices and/or research facilities
for the next twenty-four (24) months. There are currently no proposed programs
for the renovation, improvement or development of the facilities currently
being utilized by the Company.
B. Investment Policies
The Company does not currently own and the Company has not made any investments
in real estate, including real estate mortgages, and the Company does not
intend to make such investments in the near future.
Item 4. Security Ownership of Management and Certain Security Holders
A. The following table sets forth information concerning stock ownership of
(i) each director, (ii) each executive officer, (iii) the directors and
officers of the Company as a group, (iv) and each person known by the Company
to own beneficially more than five percent (5%) of the Common Stock of the
Company. Unless otherwise indicated, the owners have sole voting and
investment power with respect to their respective shares.
</TABLE>
<TABLE>
<CAPTION>
Amount
Title Name and Address of shares Percent
of of Beneficial held by of
Class Owner of Shares Position Owner Class
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Juliann DeStefano(1) CEO/CFO 820,000 82.00%
- ----------------------------------------------------------------------------
Common All Executive Officers and
Directors as a Group (1 persons) 820,000 82.00%
</TABLE>
(1) c/o Plainview Laboratories, Inc., 308 Horn Street, Las Vegas, NV 89107
B. Persons Sharing Ownership of Control of Shares
No person other than Juliann DeStefano owns or shares the power to vote ten
percent (10%) or more of the Company's securities.
16
<PAGE>
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the
Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business
entity who controls substantially all (more than 80%) of the issuers of
common stock, the Company has no parents.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive officers
are as follows:
<TABLE>
<CAPTION>
Name Age Position
- ------------ --- -------------------------------
<S> <C> <C>
Juliann DeStefano, RN, MPH 42 President, Chief Executive
Officer, Chief Financial
Officer, and Director
</TABLE>
B. Family relationships
None - Not Applicable.
C. Work Experience
Julian DeStefano, RN, MPH
The Company is managed and led by Juliann DeStefano, RN, MPH has background
in public health and nursing. This is her first experience in bringing
a generic pharmaceutical product through the Food and Drug Administration
(FDA) process.
1981-1982 Home Care Coordinator, Quality Care Nursing, Los Angeles,
California.
1985-1986, Director of Nursing, Quality Care Nursing, Los Angeles,
California.
1984- 1985, Registered Nurse on Coronary Observation Unit, Staff nurse,
primary care, at Daniel Freeman Marina Hospital, Marina del Key, California.
1989-1990, Ambulatory Clinic Nurse Manager, LA County Yvonne Burke Health
Center, Santa Monica, California.
1991 (Summer months) Commission Officer Student Training Externship Program,
U.S. Public Health Services, Washington, D.C.
1990-1992 Registered Nurse on Cardiac Observation Unit, UCLA Medical
Center, Los Angeles, California.
1992-1994 Presidential Management Intern Program, National Institute of
Health, Bethesda, Maryland
1994-1998, Special Assistant to Director, Center for Mental Health
Services, Department of Health and Human Services, Rockville, Maryland.
1998-Present, Program Analyst, Maternal and Child Health Bureau,
Department of National Institute of Health, Rockville, Maryland.
Education:
May, 1979, State University of New York, College at Cortland.
June, 1984, Associate of Arts, Nursing, Los Angeles City College.
June, 1992, Master of Public Health, University of California, Los
Angeles, School of Public Health.
17
<PAGE>
D. Involvement on Certain Material Legal Proceedings During the Last Five
Years
(1) No director, officer, significant employee or consultant has been
convicted in a criminal proceeding, exclusive of traffic violations.
(2) No bankruptcy petitions have been filed by or against any business or
property of any director, officer, significant employee or consultant
of the Company nor has any bankruptcy petition been filed against a
partnership or business association where these persons were general
partners or executive officers.
(3) No director, officer, significant employee or consultant has been
permanently or temporarily enjoined, barred, suspended or otherwise
limited from involvement in any type of business, securities or banking
activities.
(4) No director, officer or significant employee has been convicted of
violating a federal or state securities or commodities law.
Item 6. Executive Compensation
(i) Remuneration of Directors and Executive Officers
The Company currently does not have employment agreements with each its
executive officer. The executive officer will not draw any salary from
the Company, and the Company - in order to prudently manage its limited
financial resources - does not plan on compensating its executive officers
for their present services rendered to the Company for the foreseeable future
as the FDA approval process is a slow process. Based on the fact, that
it is such a slow process to obtain an ANDA from the FDA, Juliann DeStefano,
the sole officer and employee of the Company, does not plan to devote for
than four hours per week to the Company, as she is involved with other
projects and duties (See Item 5 (C) "Work Experience").
(ii) Compensation of Directors
There were no arrangements pursuant to which any director of the Company was
compensated for the period from December 31, 1998 to April 30, 2000 for any
service provided as a director. In addition, no such arrangement is
contemplated for the foreseeable future.
18
<PAGE>
Item 7. Interest of Management and Others in Certain Transactions
Because of the Company's development stage nature and its relatively recent
inception, December 31, 1998, the Company has no relationships or transactions
to disclose.
19
<PAGE>
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it have
knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is currently not traded on the OTC
Bulletin Board or any other formal or national securities exchange. There is
no trading market for the Company's Common Stock at present and there has
been no trading market to date. At this time, management has not undertaken
any discussions, preliminary or otherwise, with any prospective market maker
concerning the participation of such market maker in the aftermarket for the
Company's securities, but the Company may initiate such discussions in the
future. In addition, being a start-up, there is no fiscal history to disclose.
(2)(i) There is currently no Common Stock which is subject to outstanding
options or warrants to purchase, or securities convertible into, the Company's
Common Stock.
(ii) There is currently no common Stock of the Company which could be sold
under Rule 144 under the Securities Act of 1933, as amended, or that the
registrant has agreed to register for sale by the security holders.
(iii) There is currently no common equity that is being or is proposed to be
publicly offered by the registrant, the offering of which could have a material
effect on the market price of the issuer's common equity.
B. Dividends
The Company has never paid or declared any dividend on its Common Stock and
does not anticipate paying cash dividends in the foreseeable future.
C. Holders
As of April 30, 2000, the Company has approximately five (5) stockholders of
record.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports containing
audited financial statements and such other periodic reports as the Company may
determine to be appropriate or as may be required by law. Upon the
effectiveness of this Registration Statement, the Company will be required to
comply with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Company does not have a Transfer Agent at this time.
20
<PAGE>
Item 3. Recent Sales of Unregistered Securities
The Company has been dormant since its inception on December 31, 1998. On
December 31, 1998, the company issued 1,000,000 shares of its $0.001 par value
Common stock for cash of $1,000.
As of April 30, 2000, the Company has one million (1,000,000) shares of its
$0.001 par value common voting stock issued and outstanding which are held
by approximately five (5) shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - The holders of outstanding shares of common stock are
entitled to receive dividends out of assets legally available therefore at such
times and in such amounts as the Board of Directors of the Company may from
time to time determine. The board of directors of the Company will review its
dividend policy from time to time to determine the desirability and feasibility
of paying dividends after giving consideration the Company's earnings,
financial condition, capital requirements and such other factors as the board
may deem relevant.
ii. Voting Rights - Each holder of the Company's common stock are entitled to
one vote for each share held of record on all matters submitted to the vote of
stockholders, including the election of directors. All voting is
noncumulative, which means that the holder of fifty percent (50%) of the
shares voting for the election of the directors can elect all the directors.
The board of directors may issue shares for consideration of previously
authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - Upon liquidation, the holders of the common stock
are entitled to receive pro rata all of the assets of the Company available
for distribution to such holders.
iv. Preemptive Rights - Holders of common stock are not entitled to preemptive
rights.
v. Conversion Rights - No shares of common stock are currently subject to
outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - No sinking fund provisions exist.
viii. Further Liability For Calls - No shares of common stock are subject to
further call or assessment by the issuer. The Company has not issued stock
options as of the date of this registration statement.
21
<PAGE>
(2) Potential Liabilities of Common Stockholders to State and Local
Authorities
No material potential liabilities are anticipated to be imposed on stockholders
under state statutes. Certain Nevada regulations, however, require regulation
of beneficial owners of more than 5% of the voting securities. Stockholders
that fall into this category, therefore, may be subject to fines in
circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its Common Stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors,
officers and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities, including
counsel fees, reasonably incurred by or imposed upon him/her in connection with
any proceeding to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a director, officer,
employee or agent of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any settlement thereof,
whether or not he/she is a director, officer, employee or agent at the time
such expenses are incurred, except in such cases wherein the director, officer,
employee or agent is adjudged guilty of willful misfeasance or malfeasance in
the performance of his/her duties; provided that in the event of a settlement
the indemnification herein shall apply only when the Board of Directors
approves such settlement and reimbursement as being for the best interests of
the Corporation.
The Bylaws of the Company further states that the Company shall provide to
any person who is or was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of the corporation, partnership, joint
venture, trust or enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically permissible under
applicable Nevada law. The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing the provisions of
this Article. However, the Company has yet to purchase any such insurance and
has no plans to do so.
The Articles of Incorporation of the Company states that 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 the law or (ii) the unlawful
payment of dividends. Any repeal or modification of this Article by
stockholders of the corporation shall be prospective only, and shall not
adversely affect any limitation on the personal liability of a director or
officer of the corporation for acts or omissions prior to such repeal or
modification.
22
<PAGE>
Article XI of the Articles of Incorporation states: "The corporation shall
indemnify any person who incurs expenses by reason of the fact that he or she
is or was an officer, director, employee of agent of the corporation. This
indemnification shall be mandatory on all circumstances in which
indemnification is permitted by law." Article XII of the Articles of
Incorporation states: "The corporation shall indemnify its directors and
officers of the corporation from personal liability for lawful acts of the
corporation as permitted by law."
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
23
<PAGE>
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a) Plainview Laboratories, Inc.
<TABLE>
Page
<S> <C>
Financial Statements
Report of G. Brad Beckstead, CPA 1
Balance Sheet as of April 30, 2000 2
Statement of Operations for the period from
December 31, 1998 through April 30, 2000 3
Statement of Stockholder's Equity for the period from
December 31, 1998 through April 30, 2000 4
Statement of Cash Flows for the period from
December 31, 1998 through April 30, 2000 5
Notes to Financial Statements 6-7
</TABLE>
b) Interim Financial Statements are not provided at this time as they are not
applicable at this time.
c) Financial Statements of Businesses Acquired or to be acquired are not
provided at this time, as they are not applicable at this time.
d) Proforma Financial Information is not provided at this time, as it is not
applicable at this time.
Item 2. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None -- Not Applicable.
24
<PAGE>
Financial Statements
Plainview Laboratories, Inc.
(A Development Stage Company)
Balance Sheet
as of
April 30, 2000
and
Statements of Income,
Stockholders' Equity, and
Cash Flows
for the period
December 31, 1998 (Date of Inception) to
April 30, 2000
24
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
PAGE
<S> <C>
Independent Auditor's Report F-1
Balance Sheet F-2
Income Statement F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Footnotes F-6-7
</TABLE>
25
<PAGE>
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
INDEPENDENT AUDITOR'S REPORT
May 23, 2000
Board of Directors
Plainview Laboratories, Inc.
Las Vegas, NV
I have audited the Balance Sheet of Plainview Laboratories, Inc. (the "Company")
(A Development Stage Company), as of April 30, 2000, and the related Statements
of Operations, Stockholders' Equity, and Cash Flows for the period December 31,
1998 (Date of Inception) to April 30, 2000. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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 statement
presentation. 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 Plainview Laboratories, Inc.,
(A Development Stage Company), as of April 30, 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 had limited operations and have not commenced
planned principal operations. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in regard to these
matters are also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
/s/ G. Brad Beckstead
- ---------------------------
G. BRAD BECKSTEAD, CPA
F-1
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Balance Sheet
April 30
<TABLE>
<CAPTION>
BALANCE SHEET
ASSETS 2000
-----
<S> <C>
Cash $ 1,000
--------
Total Assets $ 1,000
========
Liabilities and Stockholders' Equity
Common stock, $0.001 par value,
20,000,000 share authorized;
1,000,000 shares issued and
outstanding at 4/30/00 1,000
Deficit accumulated during
Development stage (0)
--------
Total Stockholders' Equity 1,000
--------
Total Liabilities and Stockholders' Equity $ 1,000
========
</TABLE>
See accompanying "Independent Auditor's Report".
F-2
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Income Statement
For the period
December 31, 1998 (Date of Inception) to
April 30, 2000
<TABLE>
<CAPTION>
INCOME STATEMENT
December 31, 1998
(Date of Inception) to
April 30, 2000
---------------------
<S> <C>
Revenue $ -0-
General and administrative expenses (0)
----------
Net loss $ 0
=========
Weighted average numbr of
common shares outstanding 1,000,000
Net loss per share $ -0-
=========
See accompanying "Independent Auditor's Report".
F-3
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
December 31, 1998 (Date of Inception) to
April 30, 2000
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
</TABLE>
<TABLE>
<CAPTION>
Deficit
Accumulated
During Total
Common Stock Development Stockholders'
Shares Amount Stage Equity
--------- ------- --------- ---------
<S> <C> <C> <C> <C>
March 31, 2000
Issued for cash 1,000,000 1,000.00 1,000.00
Net Loss
December 31, 1988
(inception) to
March 31, 2000 (0.00) (0.00)
-----------------------------------------------
Balance as of
March 31, 2000 1,000,000 $ 1,000.00 $ (0.00) $1,000.00
========= ========== ======== =========
See accompanying "Independent Auditor's Report".
F-4
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
December 31, 1998 (Date of Inception) to
April 30, 2000
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss (0)
-------
Net cash used by operating activities (0)
-------
CASH FLOWS FROM INVESTING ACTIVITIES
Net cashed used by investing activities -0-
-------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of capital stock 1,000
------
Net cash provided by financing activities 1,000
------
Beginning cash -0-
------
Ending cash 1,000
======
NON-CASH TRANSACTIONS
Interest expense -0-
Income taxes -0-
See accompanying "Independent Auditor's Report".
</TABLE>
F-5
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Footnotes
Note 1 - History and organization of the company
The Company was organized December 31, 1998 (Date of Inception) under the laws
of the State of Nevada. The Company has no operations and in accordance with
SFAS #7, the Company is considered a development stage company. The Company
is authorized to issue 20,000,000 shares of $0.001 par value common stock and
5,000,000 of its $0.001 par value common stock.
Note 2 - Summary of significant accounting policies
Accounting policies and procedures have not been determined except as follows:
1. The Company uses the accrual method of accounting.
2. The preparation of 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 revenue and expenses during the
reporting period. Actual results could differ significantly from those
estimates.
3. The Company maintains a cash balance in a non-interest-bearing bank that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents. There are no
cash equivalents as of April 30, 2000.
4. Earnings per share (EPS) is computed using the weighted average number of
shares of common stock outstanding during the period. Diluted EPS is
computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued. Since the
Company has no common shares that are potentially issuable, such as stock
options, convertible preferred stock and warrants, basic and diluted EPS are
the same. The Company had no dilutive common stock equivalents such as
stock options as of April 30, 2000.
5. The Company has not yet adopted any policy regarding payment of dividends.
No dividends have been paid since inception.
6. The Company will review its need for a provision for federal income tax
After each operating quarter and each period for which a statement of
Operations is issued.
7. The Company has adopted December 31 as its fiscal year end.
Note 3 - Income taxes
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS #109)
"Accounting for Income Taxes". A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred
tax expenses (benefit) results from the net change during the year of deferred
tax assets and liabilities.
There is no provision for income taxes for the year ended April 30, 2000,
due to the net loss and no state income tax in Nevada.
F-6
<PAGE>
Plainview Laboratories, Inc.
(A Development Stage Company)
Footnotes
April 30, 2000
Note 4 - Stockholders' Equity
The Company is authorized to issue 20,000,000 shares of $0.001 par value
common stock and 5,000,000 shares of $0.001 par value preferred stock.
On December 31, 2000, the Company issued 1,000,000 shares of its $0.001 par
value common stock for cash of $1,000.00.
There have been no other issuances of common or preferred stock.
Note 5 - 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 not commenced its planned principal
operations. Without realization of additional capital, it would be unlikely
for the Company to continue as a going concern.
Note 6 - Related party transactions
The Company does not lease or rent any property. Office services are provided
without charge by a director. Such costs are immaterial to the financial
statements and, accordingly, have not been reflected therein. The officers
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 7 - Warrants and options
There are no warrants or options outstanding to acquire any additional shares
of common stock.
Note 8 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize the
year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise in
systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 issue may be experienced before, on, or
after January 1, 2000, and if not addressed, the impact on operations and
financial reporting may range from minor errors to significant system failure
which could affect an entity's ability to conduct normal business operations.
It is not possible to be certain that all aspects of the Year 2000 issue
affecting the entity, including those related to the efforts of customers,
suppliers, or other third parties will be fully resolved.
6
F-7
<PAGE>
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number Name and/or Identification of Exhibit
- ----------------------------------------------------------------------
1. Underwritten agreement
None. Not Applicable
2. Plan of Acquisition, Reorganization, Arrangement, Liquidation, or
Succession.
a) Valuation engagement of Plainview Laboratories, Inc. and Related Proxy
Information
None. Not Applicable
b) Asset Purchase and Liability Assumption Agreement
None. Not Applicable
c) Interest Purchase Agreement
d) Agreement for Bill of Sale and Assignment of Assets
None. Not Applicable
e) Exchange Stock Agreement
None. Not Applicable
3. Articles of Incorporation & By - Laws
a) Articles of Incorporation of the Company Filed December 31, 1998
b) Certificate of Amendment for Articles of Incorporation
None. Not Applicable
c) By-Laws of the Company adopted January 5, 1999
d) Certificate of Amendment for By-Laws
None. Not Applicable
4. Instruments Defining the Rights of Security Holders
No instruments other than those included in Exhibit 3
5. Option of Legality
None. Not Applicable
6. Option on Liquidation Preference
None. Not Applicable
7. Option on Liquidation Matters
None. Not Applicable
26
<PAGE>
8. Option on Tax Matters
None. Not Applicable
9. Voting Trust Agreement and Amendments
None. Not Applicable
10. Material Contracts
a) Premise Lease <none>
b) Consulting Agreement with <none>
c) Employment Agreement with:
None. Not applicable.
d) Licensing Agreement dated <none>
11. Statement Re Computation of Per Share Earnings
Not applicable-Computation of per share earnings can be clearly determined
from the Statement of Operations in the Company's financial statements.
12. No Exhibit Required
None. Not applicable
13. Annual or Quarterly Reports - Form 10-Q
None. Not Applicable
14. Material Foreign Patents
None. Not Applicable
15. Letter of Unaudited Interim Financial Information
None. Not Applicable
16. Letter on Change in Certifying Accountant
None. Not Applicable
17. Letter of Director Resignation
None. Not Applicable
18. Letter on Change in Accounting Principles
None. Not Applicable
19. Reports Furnished to Security Holders
None. Not Applicable
27
<PAGE>
20. Other Documents or Statements to Security Holders
None. Not Applicable
21. Subsidiaries of Small Business Issuers
None. Not Applicable
22. Published Report Regarding Matters Submitted to Vote of Security Holders
None. Not Applicable
23. Consent of Experts and Counsel
Letter of Consent from G. Brad Beckstead, CPA
24. Power of Attorney
None. Not Applicable
25. Statement of Eligibility of Trustee
None. Not Applicable
26. Invitations for Competitive Bids
None. Not Applicable
27. Financial data Schedule
Financial Data Schedule of Plainview Laboratories, Inc. ending
April 30, 2000.
28. Information from Reports Furnished to State Insurance Regulatory
Authorities
Not applicable
29. Additional Exhibits -- State Registration Statements
None.
28
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Plainview Laboratories, Inc.
-----------------------------
(Registrant)
Dated: May 25, 2000
By: /s/ Juliann DeStefano
- ---------------------------
Juliann DeStefano, RN, MPH,
Chairman of the Board, President and Chief Executive Officer
29
<PAGE>
EXHIBIT 3(a)
Filed #31328-1998
December 31, 1998
In the office of Dean Heller
Dean Heller Secretary of State
ARTICLES OF INCORPORATION
OF
PLAINVIEW LABORATORIES, INC.
-----------------------------------
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned, for the purpose of forming a corporation under and
by virtue of the laws of the State of Nevada, do hereby adopt the following
Articles of Incorporation.
ARTICLE I
The name of the corporation shall be PLAINVIEW LABORATORIES, INC.,
a Nevada corporation.
ARTICLE II
The principal placed of business of the corporation shall be in the
County of Clark and in the State of Nevada, but the Board of Director(s) shall
designate other places, either within or without the State of Nevada, where
other offices may be established and maintained and where corporate business
may be transacted.
ARTICLE III
The name and address of the incorporator is as follows:
Mark DeStefano
8555 W. Sahara, Suite 130
Las Vegas, NV 89117
ARTICLE IV
The purpose for which this corporation is organized is the transaction
of any and all lawful business for which corporation may be incorporated under
the laws of the State of Nevada, as they may be amended from time to time, and
specifically, but not in limitation thereof, for the purpose of developing and
marketing health care products.
ARTICLE V
There are no limitations of the powers of the corporation.
ARTICLE VI
The corporation shall have authority to issue twenty million
(20,000,000) shares of Common Stock at par value of $0.001 per share; and five
million (5,000,000) shares of Preferred Stock at a par value of $0.001.
ARTICLE VII
The holders of the Common Stock shall have preemptive rights as to the
stock then and thereafter authorized to be issued, including Treasury Stock.
ARTICLE VIII
The corporation shall be managed by a Board of Director(s) whose duties
and responsibilities are set forth in By-Laws to be adopted by the
corporation. The corporation shall have not less than one, nor more than
seven, Directors. The initial Board of Director(s) shall consist of Mark
DeStefano, whose address is as follows:
Mark DeStefano
8555 W. Sahara, Suite 130
Las Vegas, NV 89117
ARTICLE IX
The name and address of the initial Resident Agent of the corporation is:
Mark DeStefano
8555 W. Sahara, Suite 130
Las Vegas, NV 89117
ARTICLE X
The Board of Director(s) of the corporation may from time to time
distribute on a pro-rata basis to its shareholders out of the capital surplus
of the corporation, a portion of its assets, in cash or property.
ARTICLE XI
The corporation shall indemnify any person who incurs expenses by reason
of the fact that he or she is or was an officer, director, employee of agent of
the corporation. This indemnification shall be mandatory on all circumstances
in which indemnification is permitted by law.
ARTICLE XII
The corporation shall indemnify its director(s) and officer(s) of the
corporation from personal liability for lawful acts of the corporation as
permitted by law.
IN WITNESS WHEREOF, we have hereunto set our hands and seals on this
24 day of December, 1998.
/s/ Mark DeStefano
------------------
Mark DeStefano
Incorporator
STATE OF NEVEDA )
) ss.
County of Clark )
The foregoing instrument was acknowledged before me this 24 day of December,
1998.
My Commission Expires:
-------------------
Notary Public
Certificate of Acceptance of Appointment of Resident Agent:
I, Mark DeStefano, hereby accept appointment as Resident Agent for
the above named corporation.
/s/ Mark DeStefano
- ---------------------------
Mark DeStefano
Signature of Resident Agent
EXHIBIT 3.2
BY-LAWS OF PLAINVIEW LABORATORIES, INC.
ARTICLE I
OFFICES
1. THE PRINCIPAL OFFICES of the corporation shall be in the City of Las
Vegas, in the County of Clark and in the State of Nevada. The corporation
may have such other offices within or without the State of Nevada as the Board
of Directors may designate or as the business of the corporation may from time
to time require.
ARTICLE II
STOCKHOLDERS
1. ANNUAL MEETING. The annual meeting of the stockholders shall be held
on the first Monday in August of each year commending with the year 1999 at
the hour of 10:00 a.m. for the purpose of electing directors and officers and
for the transaction of other business that may come up before the meeting.
If the day fixed for the annual meeting shall be declared a legal holiday,
such meeting shall be held on the next succeeding business day. If the
election of Directors shall not be held on the day designated herein for any
annual meeting of the shareholders, or at any adjournment thereof, the Board
of Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as soon as conveniently may be.
2. SPECIAL MEETING. Special meeting of the stockholders may be called
by the directors, or by the President. Special meetings shall be called any
time upon the request of the stockholders owning not less than fifty percent
(50%) of the outstanding stock of the corporation entitled to vote at such
meeting.
3. PLACE OF MEETING. All meetings of the stockholders shall be held at
the principal office of the corporation in the City of Las Vegas, State of
Nevada or at such other place as shall be determined from time to time by the
Board of Directors. If the place of the meeting is not at the principal
offices of the corporation, the place of such meeting shall be stated in the
call of the meeting.
4. NOTICE OF MEETING. Notice of the time and place of the annual meeting
of stockholders shall be given by mailing written notice of the meeting at
least ten (10) days prior to the meeting to each stockholder of record of the
corporation entitled to vote at such meeting, such notice shall be deemed to
be delivered when deposited in the United States mail so addressed, with
postage prepaid thereon. The notice of the time and place of special
meetings shall be given by written notice or by personal notice five (5)
days prior to the meeting to each stockholder of record of the corporation
entitled to vote at such meeting.
1
<PAGE>
5. CLOSING OF TRANSFER BOOKS. For the purpose of determining the
stockholders entitled to notice of or entitled to vote at any regular meeting
of stockholders or any special meeting, or of determining the stockholders
entitled to receive payment of any dividend, or in order to make a
determination of stockholders for any other purpose, the Directors of the
corporation shall provide that the stock transfer books be closed for a
stated period, but not to exceed in any case fifty (50) days. If the stock
transfer books are to be closed for or the purpose of determining
stockholders entitled to noticed of a special meeting or of the annual
meeting of stockholders, such book shall be closed for at least fourteen (14)
days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date as the
record date for any such determination of shareholders, such date in any case
to be not more than fifty (50) days and, in the case of a meeting of
shareholders, not less than (10) days prior to the date on which a particular
action requiring such determination of shareholders is to be taken. If
the stock transfer books are not closed and no record date is fixed for
determination of shareholders entitled to notice of or to vote at the meeting
of shareholders, or shareholders entitled to received payment of a dividend,
the date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be record date for such determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this section, such determination shall apply to any adjournment thereof.
6. VOTING LISTS. The officer or agent in charge of the stock transfer
books for the corporation shall prepare before each meeting of stockholders a
complete list of stockholders entitled to vote at the meeting arranged in
alphabetical order with the address of and number of shares held by each
person. The list shall be prepared five (5) days prior to the stockholders'
meeting and shall be keep on file at the principal office of the corporation
and subject to inspection during normal business hours by any stockholder.
The list shall also be produced and kept open at the stockholders' meeting
and shall be subject to inspection by any stockholder during the meeting.
7. QUORUM. The quorum at any annual of special meeting of stockholder
shall consist of stockholders representing, capital stock of the corporation
entitled to vote at such meetings, except as otherwise specifically provided
by law or in the Articles of Incorporation. If a quorum is not present at a
properly called stockholders' meeting, the meeting shall be adjourned by
then present and an additional and further notice sent to all stockholders
notifying them of the adjournment of the meeting and the date and time and
place of the adjourned meeting. At such adjourned meeting. At such
adjourned meeting, at which a quorum is present or represented, business may
be transacted which might have been transacted at the meeting as originally
notified.
8. PROXIES. At all meetings of stockholders, a stockholder may vote by
proxy executed in writing by the stockholder or by their duly authorized
attorney in fact. Such proxy shall be filed with the secretary of the
Corporation before or at the time of the meeting.
2
<PAGE>
9. VOTING OF SHARES. At all elections for directors of the corporation,
each shareholder may cast as many votes in the aggregate as he is entitled
to vote under its charter, multiplied by the number of directors to be
elected. Each shareholder may cast a whole number of votes, either in
person or by proxy, for one candidate or distribute said votes among two or
more candidates. On all other matters each shareholder shall have one vote
for each share of stock owned by the shareholder. All elections for directors
of the corporation shall be decided by plurality vote. All other questions
shall be decided by majority vote.
10. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of
another corporation may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe or in the absence of such provision,
as the Board of Directors of such corporation may determine. Shares held by
an administrator, executor, guardian or conservator may be voted by him,
either in person or by proxy, without a transfer of such into his name.
Shares standing the name of a trustee may be voted by him, either in person
or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name. Shares standing in the name
of a receiver may be voted by such receiver, and the shares held by or under
the control of a receiver may be voted by such receiver without the transfer
thereof into his name, if authority to do so be contained in an appropriate
order of the court by which such receiver was appointed. A shareholder whose
shares are pledged shall be entitled to vote such shares until the shares
have been transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred. Shares of it
own stock belonging to the Corporation shall be voted, directly or
indirectly, at any meeting, and shall not be counted in determining the
total number of outstanding shares at any given time.
11. ORDER OF BUSINESS. The order of business at all meetings of
stockholders shall be as follows:
a. Roll call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
12. INFORMAL ACTION BY SHAREHOLDERS. Unless otherwise provided by law,
any action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the shareholders entitled to vote with respect to
the subject matter thereof.
3
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
1. GENERAL POWERS. The business and affairs of the corporation shall be
managed by the Board of Directors consisting of not less than one or more
than seven directors. The Board of Directors shall be elected for a term of
one year and shall hold office until the successors are elected and qualified.
Directors need not be stockholders. In addition to the power and authority
granted by the By-Laws and the Articles of Incorporation, the Board of
Directors may exercise all such powers of the corporation and do all such
lawful acts and things that are not forbidden by statute, Articles of
Incorporation, or by these By-Laws.
2. VACANCIES. All vacancies in the Board of Directors, whether caused
by resignation, death of otherwise, may be filled by a majority vote of the
remaining director or directors, even though they constitute less than a
quorum, or by a majority vote of the stockholders. This may be accomplished
at any special or regular meeting of the Board of Directors or by the
stockholders at any regular or special meeting. A director thus elected to
fill any vacancies shall hold office for the unexpired term of their
predecessor and until their successor is elected and qualified.
3. REGULAR MEETINGS. A regular meeting of the directors shall be held
at the same time as the annual meeting of stockholders. No notice of the
regular meeting of the Board of Directors shall be sent. The directors may
provide by resolution the time and place for the holding of additional
regular meetings other than the meeting at the annual meeting of
stockholders, by giving notice under their same provisions as that notice
given of a stockholders meeting.
4. SPECIAL MEETINGS. Special meetings of the Board of Directors may be
called at any time by the President, or in his absence, by the Vice
President, or by any two directors, to be held at the time and place
designated in notice of special meeting. The notice of special meeting
shall be in the same form and done in the same manner as the notice given for
stockholders' meeting.
5. NOTICE. Notice of any special meeting shall be given at least two (2)
days previous thereto by written notice delivered personally or mailed to
each director at h is business address, or by telegram. If mailed, such
notice shall be deemed to be delivered when deposited in the United States
mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the notice be
given to the telegraph company. Any directors may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except; where a director attends a meeting
for the purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
6. TELEPHONIC MEETING. A meeting of the Board of Directors may be had by
means of a telephone conference or similar communications equipment by which
all persons participating in the meeting can hear each other, and the
participation in a meeting under such circumstances shall constitute presence
at the meeting.
4
<PAGE>
7. QUORUM. The majority of the Board of Directors shall be necessary at
all meetings to constitute a quorum for the transaction of business. If less
than a quorum is present, the meeting shall be adjourned. Any resolution
adopted in writing and executed and signed by a majority of the Board of
Directors, accompanied with a showing that the resolution had been presented
to all directors, shall constitute and be a valid resolution as if the
resolution had been adopted at a meeting at which all directors shall in all
respects bind the corporation and constitute full and complete authority for
the officers acting pursuant to it.
8. MANNER OF ACTING. The act of the majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors.
9. ACTION WITHOUT A MEETING. Any action that may be taken by the Board
of Directors at a meeting may be taken without a meeting if a consent in
writing, setting forth the action so to be taken, shall be signed before such
action by all of the directors.
10. REMOVAL. Any director may be removed for cause by the majority vote
of the stockholders or by a majority vote of the Board of Directors. Any
director may be removed without cause by a majority vote of the stockholders.
11. RESIGNATION. Any director may resign at any time by giving written
notice to the Board of Directors and the President or the Secretary or the
corporation. The resignation shall be effective upon receipt of the notice
and the acceptance of the resignation shall not be necessary to make it
effective.
12. COMPENSATION. No compensation shall be paid to directors as such
for their services but the Board of Directors by resolution can fix a sum for
expenses for actual attendance at each regular or special meeting of the
Board. Nothing contained herein shall be construed to preclude any director
from serving the corporation in any other capacity and receiving a
compensation therefore.
13. CONTRACTS. No contract or other transaction between this Corporation
and any other corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the fact that one or
more the directors of this Corporation is or are interested in, or is a
director or officer, or are directors or officers of such other corporations,
provided that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any director
may be a party to or may be interested in any contract or transaction of this
Corporation , and no directors shall be liable in any way by reason of such
interest, provided that the fact of such interest be disclosed or made known
to the Board of Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall authorize,
approve or ratify such contract or transaction by the vote (not counting the
vote of any such Director) of a majority of a quorum, notwithstanding the
presence of any such director at the meeting at which such action is
taken. Such director or directors may be counted in determining the presence
of a quorum at such meeting. This Section shall not be construed to impair,
invalidate or in any way affect any contract or other transaction which would
otherwise be valid under the law (common, statutory or otherwise) applicable
thereto.
5
<PAGE>
14. COMMITTEES. The Board of Directors, by resolution adopted by a
majority of the entire Board, may from time to time designated from among its
members an executive committee and such other committees, and alternative
members thereof, as they may deem desirable, with such powers and authority
(to the extent permitted by law) as may be provided in such resolution.
Each such committee shall serve at the pleasure of the Board.
15. PRESUMPTION OF ASSENT. A director of a corporation who is present at
a meeting of the Board of Directors at which action on any corporate matter
has been taken, will be presumed to have assented to the action taken unless
their dissent is entered in the minutes of the meeting or unless they had
filed their written dissent to such action with the person acting as the
Secretary at the adjournment thereof, or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
director who voted in favor of such action.
ARTICLE IV
OFFICERS
1. OFFICERS. The officers of the corporation shall be a President,
Vice-Presidents (if needed), a Secretary (if needed) and a Treasurer (if
needed), each of whom shall be elected by the Board of Directors. Such
officers and assistant officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of the Board. In
its discretion, the Board of Directors may leave unfilled for any such period
as it may determine any office except those of President and Secretary. Any
two or more officers may be held by the same person. Officers may be
directors or shareholders of the Corporation.
2. ELECTION AND TERM OF OFFICERS. The officers of the corporation shall
be elected annually at the regular meeting of the Board of Directors. Each
officer shall hold office for one year or until their successor shall have
been duly elected and qualified. They can resign by giving written noticed
to any member of the Board of Directors of the corporation. The resignation
shall take effect upon receipt thereof and the acceptance shall not be
necessary to make it effective.
3. RESIGNATION. Any officer may resign at any time by giving written
notice of such resignation to the Board of Directors, or to the President or
the Secretary of the Corporation. Unless otherwise specified in such written
notice, such resignation shall take effect upon receipt thereof by the Board
of Directors or by such officer, and the acceptance of such resignation shall
not be necessary to make it effective.
4. REMOVAL. Any officer or agent elected or appointed by the Board of
Directors may be removed by the Board of Directors whenever in their
judgment, the best interests of the corporation would be served by such
removal. Such removal shall be without prejudice to the contractual rights,
if any, of the persons so removed.
5. VACANCIES. A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the directors for
the unexpired position of the term.
6. PRESIDENT. The President shall be the principal executive officer,
shall generally supervise and control all the business and affairs of the
corporation. The President shall preside at all meetings of stockholders and
of directors. He shall sign with the Secretary, Certificates for share of
Common Stock. The President shall also sign deeds, mortgages, bonds,
contracts of any other instrument which the directors have authorized to be
executed by the President. The President shall be responsible for the
Corporate Books, unless this is delegated to another officer. The President
in general shall perform all the duties incident to the office of President
and such other during as may be prescribed by he directors from time to time.
7. VICE-PRESIDENTS. In the absence of the President, or in the event of
a death, inability or refusal to act, the Vice-President shall perform the
duties of the President. When they are so acting, they shall have all the
powers of and by subject to all the restrictions of the President. The
Vice-President shall perform such other duties as from time to time may be
assigned to him by the President or by the directors. The Vice-President
shall serve in equal capacity.
6
<PAGE>
8. SECRETARY. The secretary shall keep the minutes of the stockholders
and of the directors meetings and shall see that all notices are duly given
in accordance with the provisions of these By-Laws. The secretary shall
issue the notices for all meetings except that a notice of a special meeting
of the directors called at the request of two directors may be issued by
those directors. The secretary shall keep a register of the post office
address of each stockholder and shall have general charge of the stock
transfer books unless this duty is given to a Transfer Agent. The secretary
shall make reports and perform such other duties as are incident to their
office or are properly required of them by the Board of Directors or the
President.
9. TREASURER. The treasurer shall have charge and custody of and be
responsible for all funds and securities of the corporation. He/she shall
receive monies due to the corporation and give receipts therefore and shall
disperse the funds of the corporation in payment of the demands against the
corporation as directed by the officers and the Board of Directors. He/she
shall perform all duties incident to this office of as properly required of
him/her by the officers or the Board of Directors. If required by the
directors, the treasurer shall give a bond for faithful discharge of his/her
duties in such sum as the directors shall determine.
10. SALARIES. The salaries of the officers shall be fixed from time to
time by the Board of Directors, and no officers shall be prevented from
receiving such salary by reason of the fact the he/she is also a director of
the Corporation. Salaries of all officers of the corporation shall be fixed
by a vote of the Board of Directors.
11. INABILITY TO ACT. In case of absence or inability to act of any
officer of the corporation, the Board of Directors may from time to time
delegate the powers or duties of such officer to any other officer of the
corporation.
12. SURETIES AND BONDS. In the case the Board of Directors shall so
require any officer, employee or agent of the Corporation shall execute to
the Corporation a bond in such sum, and with such surety or sureties as the
Board of Directors may direct, conditioned upon the faithful performance of
his/her duties to the Corporation, including responsibility for negligence
for the accounting for all property, funds or securities of the Corporation
which may come into his/her hands.
13. SHARES OF STOCK OF OTHER CORPORATIONS. Whenever the Corporation is
the holder of shares of stock of any other corporation, any right of power of
the Corporation as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers, consents, proxies
or other instruments) may be exercised on behalf of the Corporation by the
President, any Vice President or such other person as the Board of Directors
my authorize.
7
<PAGE>
ARTICLE V
INDEMNITY
1. INDEMNITY. The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation shall be
indemnified by the Corporation against all expenses and liabilities,
including counsel fees, reasonably incurred by or imposed upon him/her in
connection with any proceeding to which he/she may be made a party, or in
which he/she may become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee or agent
of the Corporation or is or was serving at the request of the Corporation as
a director, officer, employee or agent of the Corporation, partnership, joint
venture, trust or enterprise, or any settlement thereof, whether or not
he/she is a director, officer, employee or agent at the time such expenses
are incurred, except in such cases wherein the director, officer, employee or
agent is adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the event of a settlement the
indemnification herein shall apply only when the Board of Directors approves
such settlement and reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or was a director,
officer, employee or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or enterprise, the indemnity
against expenses of a suit, litigation or other proceedings which is
specifically permissible under applicable law.
The Board of Directors may, in its discretion, direct the purchase of
liability insurance by way of implementing the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
2. LOANS. No loans shall be contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or
confined to specific instances.
3. CHECKS, DRAFTS, ETC. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name
of the Corporation, shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.
4. DEPOSITS. All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
8
<PAGE>
ARTICLE VII
SHARES OF STOCK
1. CERTIFICATES. Certificates representing share of the corporation shall
be in a form designated by the directors. Such certificates shall be signed
by the President and Secretary. All certificates for shares shall be
consecutively numbered. The name and address of the stockholder, the number
of shares, and date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the corporation for
transfer shall be canceled and no new certificates shall be issued until, the
former certificate for a like number of share has been surrendered and
canceled. The exception is the case of a lost or destroyed or mutilated
certificate and in such case a new one may be issued when the person claiming
that certificate is lost or destroyed or mutilated certifies to the
corporation of that fact and indemnifies the corporation.
2. TRANSFER OF SHARES. A transfer of stock shall be made only upon the
transfer books of the corporation kept at the office of the corporation or
of the corporation or so elected held at a Transfer Agent office. Only
registered stockholders in the transfer books of the corporation shall be
entitled to be treated by the corporation as the holders in fact of stock.
The corporation shall not be bound to recognize any equitable or other
claims to or any interest in any share of stock which is not recorded upon
the transfer books of the corporation in a manner prescribed by these By-Laws
except as expressly provided by the laws of the State of Nevada.
ARTICLE VIII
1. FISCAL YEAR. The fiscal year of the corporation shall begin on the
1st day of January in each year and end on the 31 day of December.
ARTICLE IX
1. DIVIDENDS. The directors may from time to time declare and the
corporation may pay, dividends on its outstanding shares in the manner and
upon the terms and conditions provided by these By-Laws.
ARTICLE X
1. SEAL. The directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon, the name Plainview
Laboratories, Inc., State of Nevada, 1998, and the words "corporate seal."
9
<PAGE>
ARTICLE XI
WAIVER OF NOTICE
1. WAIVER. Unless otherwise provided by law, whenever any notice is
required to be given to any stockholder or director of the corporation under
the provisions of these By-Laws or under the provisions of the Articles of
Incorporation, or under the provisions of the applicable Business Corporation
Act, a waiver thereof in writing signed by the person or persons entitled to
such notice, whether made before or after the time stated thereon, shall be
deemed equivalent to giving of such notice.
ARTICLE XII
AMENDMENTS
1. AMENDMENTS. Alterations or amendments may be made by an affirmative
vote of at least two-thirds of the stockholders in any duly called special or
regular meeting or by a majority of the Board of Directors at any duly called
regular or special meeting.
The above Bylaws are certified to have been adopted by the Board of Directors
of the Corporation on the 5th day January, 1999.
10
<PAGE>
TYPE: EX-23.1
PLAINVIEW LABORATORIES, INC.
EXHIBIT 23.1 Consent from G. Brad Beckstead, CPA
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
425.928.2877 (efax)
May 23, 2000
To Whom It May Concern:
The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of
May 23, 2000, on the Financial Statements of Plainview Laboratories, Inc. for
the period December 31 30, 1998 (Date of Inception) to April 30, 2000, in any
filings which are necessary now or in the near future to be filed with the US
Securities and Exchange Commission.
Signed,
/s/ G. Brad Beckstead, CPA
- --------------------------
G. Brad Beckstead, CPA
Nevada License #2701
<PAGE>
<TABLE> <S> <C>
<S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
BALANCE SHEET, THE STATEMENT OF OPERATIONS, AND THE STATEMENT OF CASH FLOWS
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> DEC-31-1998
<PERIOD-END> APR-30-2000
<CASH> 1,000
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 1,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 1,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 1,000
<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>
