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(g) of the Securities Exchange Act of 1934
TEMPLE SUMMIT FINANCIAL PROJECTS, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 88-0325524
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
223 East FM 1382, Suite 12720, Cedar Hill, Texas 75104
(Address of Principal Executive Offices) (Zip Code)
972-293-1115
(Issuer's Telephone Number, Including Area Code)
Securities to be registered under Section 12(b) of the Exchange Act: None
Securities to be registered under Section 12(g) of the Exchange Act:
Title of Each Class to be so registered: Common Stock ($0.001 Par Value)
Name of Each Exchange on Which Each Class is to be Registered: None
<PAGE>
TABLE OF CONTENTS
PART I.........................................................................3
Item 1. Description of Business...............................................4
Item 2. Management's Discussion and Analysis and Plan of Operation............6
Item 3. Description of Property...............................................6
Item 4. Security Ownership of Certain Beneficial Owners and Management........6
Item 5. Directors, Executive Officers, Promoters and Control Persons..........6
Item 6. Executive Compensation................................................7
Item 7. Certain Relationships and Related Transactions........................8
Item 8. Description of Securities.............................................9
PART II........................................................................9
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters...........................9
Item 2. Legal Proceedings....................................................10
Item 3. Changes in and Disagreements with Accountants........................10
Item 4. Recent Sales of Unregistered Securities..............................10
Item 5. Indemnification of Directors and Officers............................15
PART F/S......................................................................16
Item 1. Financial Statements.................................................16
PART III - EXHIBITS...........................................................17
Item 1. Index to Exhibits...................................................17
INDEX TO EXHIBITS.............................................................18
<PAGE>
PART I
Item 1. Description of Business
Temple Summit Financial Projects, Inc. (the "Company") was incorporated in the
state of Texas on April 22, 1992 for the purpose of capturing and marketing
natural resources. The Company's predecessor, Midvale Packing Company
("Midvale"), was originally incorporated in the state of Utah in 1948. Midvale
surrendered its Utah corporate franchise in 1992 in connection with a merger
between Midvale and New Dawn Development Company ("New Dawn"), then a Nevada
corporation. Midvale entered into a Plan of Reorganization and Recission of
Merger ("Plan of Reorganization") with New Dawn on November 5, 1992. As a result
of the Plan of Reorganization, Midvale was reincorporated in Texas as Temple
Summit Financial Projects, Inc. and the shareholders of Midvale became
shareholders in the Company.
On or about August 15, 1994, in connection with a change in control of the
Company, the Company's corporate situs was changed to the state of Nevada, which
was effected on September 1, 1994. Consistent with this change in control and
situs, the Company's operations shifted to capturing and marketing of natural
resources. However, due to lack of profitability in the mining industry, on
April 12, 2000, the Company sold all of its assets and liabilities for $30,000
in cash to Nevada Mining & Metals Corporation ("NMMC"), which is owned by
members of the Langrill family, including James Francis Langrill who serves as
its President. James Francis Langrill, the Company's former President, and other
members of the Langrill family, served as officers and directors of the Company
and owned a majority of the Company's common stock between 1994 and April 2000.
Since this disposition of assets, the Company's primary business is to identify
and merge with, or acquire, a viable private organization. The Company currently
has no operations, does not produce any goods nor provide any other services and
has no employees, full or part time. In the event the Company is successful in
associating with another entity, that entity's operations shall become those of
the Company.
Engaging in a business combination is sought because it would provide the
Company with revenue from operations. Since the Company has no significant
assets, any business combination the Company may ultimately effect will
necessarily involve the issuance of the Company's common stock, par value $0.001
("Common Stock").
Only certain entities will be considered for merger or acquisition. While no
exact formula or required set of financial attributes exist and the Company has
no preference for any specific type of entity, general criteria the Company will
consider before entering a merger or acquisition include type of business,
operating history, financial results and management qualifications. At this
time, the Company has not identified a merger candidate. Even if the Company is
able to identify a potential merger or acquisition candidate and effect such
combination, no assurances can be given that such transaction will result in an
increase in shareholder value.
A suitable merger or acquisition candidate may be located by one of the
Company's officers, shareholders or other entities. In the event the Company
effects a merger or acquisition, it may compensate the finder(s) of such entity
with some amount of money, securities, or both. No formal agreement exists with
any entity relating to the search for such a candidate.
The Company is hereby registering its Common Stock because it hopes to merge
with an entity and thereafter have the Common Stock develop a trading market. A
requirement of all stock exchanges and quotation systems on which the Company
may seek to initiate a trading market in its Common Stock is that such entity be
subject to the reporting requirements of the Exchange Act.
Any merger or acquisition involving the Company may be subject to shareholder
approval, depending on the structure of such a transaction, and, upon
effectiveness of this registration statement, will be conducted and disclosed
pursuant to the Securities Exchange Act of 1934 ("Exchange Act"). The Company
shall therefore provide such information to its shareholders and the Securities
and Exchange Commission ("Commission") as required.
Competition
To the extent the Company is seeking an operating organization with which to
merge, the Company faces substantial competition. There are likely hundreds of
companies that have minimal to no operations that would be attractive entities
into which a private operating entity could merge.
Employees
At present, the Company has no employees. If the Company effects a merger or
acquisition, it expects to acquire additional employees.
Item 2.Management's Discussion and Analysis and Plan of Operation
Since the Company's sale of assets in April 2000, the Company's business plan
has involved merging with or acquiring an entity that can provide the Company
with a basis for successful operations. No other operations have been
undertaken, and thus, no cash receipts or revenues have been realized and only
nominal cash requirements exist.
The Company's mining assets were sold because they were not generating any
revenue and the Company was able to sell all of its assets and all of its
liabilities for $30,000, whereas the purchase price for these assets was $10,000
in 1997.
It is likely that if the Company locates a merger or acquisition candidate, the
Company will be required to issue a substantial number of shares of its Common
Stock to facilitate the planned merger or acquisition. Any material issuance of
Common Stock will dilute the existing ownership position of the Company's
current shareholders, and likely result in a change in control of the Company
based on equity ownership. Such a transaction would likely also involve a change
in control of management.
If the Company effects a business combination, it may thereafter seek to raise
capital for its business combination partner, which may further dilute current
shareholders' ownership. Given the Company's total lack of cash flow and history
of operating losses, there is a substantial risk that the Company will not be
able to raise the capital necessary to make a subsequent business combination
successful.
In the event a merger or acquisition is effected, the Company may be transformed
from an entity with no employees, property or equipment, to a fully operational
entity which will likely have at least several employees, as well as at least
some personal and/or real property. The search for a merger or acquisition
candidate is not limited to any specific field or industry.
Results of Operations
We have not engaged in operations since prior to the April 30, 1998, and have
therefore realized no cash flow. Other than general corporate activities, our
current operations consist of the search for a merger or acquisition candidate.
Aside from our officers and directors, we do not have any full or part time
employees.
There were no revenues from operations for the twelve months ended April 30,
2000 or the twelve months ended April 30, 1999. The total expenses, and
consequent net loss from operations, for the twelve months ended April 30, 2000,
was $34,291, while those figures for the twelve months ended April 30, 1999,
were $49,846.
During the twelve months ended April 30, 2000, we realized a loss from
discontinued operations of $813,988, due to the sale of all of our mining assets
and operations. This extraordinary transaction resulted in a net loss for the
twelve months ended April 30, 2000, of $848,279, as compared to a net loss for
twelve months ended April 30, 1999, of $49,846.
Capital Resources And Liquidity
In the fiscal year 2000 through April 30, 2000, we sold 3,922,333 shares of our
common stock in exchange for $39,223. In the fiscal year ended December 31,
1999, we sold 5,034,999 shares of common stock in exchange for $221,125. During
the fiscal year 1999, we also issued 20,000,000 shares to former officers and
directors in exchange for their discharge of the Company's indebtedness to them
of $200,000.
In April 2000, we sold all of our assets and liabilities for $30,000 in cash.
This amount has been partially utilized to pay for professional expenses
incurred in connection with this registration statement. Aside from these
monies, the Company is substantially dependent on the resources of its
president, Calvin Mees, for its continued operations.
Item 3. Description of Property
The Company is currently occupying the office of its President, Calvin K. Mees,
at 223 East FM 1382, Suite 12720, Cedar Hill, Texas 75104 on a rent-free basis.
In the event a merger or acquisition is effected, the Company expects to
relocate its offices to those of such merged or acquired entity, which office
space may be leased and/or owned and subject to various types of ownership
limitations, such as mortgages or liens.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial
ownership of the stock of the Company as of April 27, 2000, by each shareholder
who is known by the Company to beneficially own more than 5% of the outstanding
Common Stock, by each director and by all executive officers and directors as a
group.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Ownership Beneficial Ownership of Class
- - - - - ------------------ ------------------------------------------------ -------------------------------- ---------------
Calvin K. Mees
223 East FM 1382, Suite 12720
Common Stock Cedar Hill, Texas 75104 88,224,782 63.9%
Common Stock All Officers and Directors as a Group 88,224,782 63.9%
- - - - - ------------------ ------------------------------------------------ -------------------------------- ---------------
</TABLE>
Change in Control
The Company will consider and entertain any and all offers relating to a merger,
acquisition, or buy out, although the Company currently has not received any
such offers. Additionally, no parameters of evaluation for any such offers have
been defined by the Company.
In the event the Company effects a merger or acquisition, the Company will be
required to issue a substantial number of shares of its Common Stock. It is
expected that such issuance of shares will result in a change in control in
shareholder ownership and management of the Company. Incoming shareholders would
be expected to appoint officers and directors more intimately knowledgeable in
the affairs of the merged or acquired entity.
Item 5. Directors, Executive Officers, Promoters and Control Persons
The Company's sole officer and director, as of May 3, 2000, is Calvin K. Mees.
Mees is 40 years old and has been a Director of the Company since March 8, 2000.
He has been self- employed as a small business financial consultant since March
1996. Mr. Mees was an broker and account executive with Lew Lieber Baum &
Company from April 1994 through March 1996, and held the Series 7 license until
March 1996.
Item 6. Executive Compensation
No compensation in excess of $100,000 was awarded to, earned by, or paid to any
executive officer of the Company during the fiscal years 1999 and 1998. The
following table provides summary information for the years 1999 and 1998
concerning cash and noncash compensation paid or accrued by the Company to or on
behalf of Calvin K. Mees, the Company's current president and one of its
directors. The officers and directors of the Company have never received cash
remuneration or salaries for their services, although they are reimbursed for
all expenses incurred on behalf of the Company.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLES
-------------------------------------------------------------------------
Annual Compensation
-------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
Name and
Principal Position Year Salary ($) Bonus ($) Other Annual Compensation ($)
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
Calvin K. Mees, President
& Director 2000 -0- -0- -0-
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
James Francis Langrill,
President & Director 1999 -0-(1) -0- -0-
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
James Francis Langrill,
President & Director 1998 -0-(1) -0- -0-
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
James Francis Langrill,
President & Director 1997 -0-(1) -0- -0-
- - - - - ---------------------------- --------------- ------------------- -------------------- ------------------------------
</TABLE>
(1) On March 7, 2000, the Company dismissed any and all notes payable by James
Francis Langrill to the Company in return for his relinquishment of any and all
claims against the Company for deferred salaries.
<TABLE>
<CAPTION>
--------------------------------------------------------
Long Term Compensation
--------------------------------------------------------
------------------------------------------- ------------
Awards Payouts
<S> <C> <C> <C> <C> <C>
---------------------------------------- ------------
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
Restricted Securities Underlying
Name and Principal Stock Options/ LTIP Payouts All Other
Position Year Award(s)($) SARs(#) ($) Compensation ($)
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
Calvin K. Mees,
President & Director 2000 -0- -0- -0- -0-
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
James Francis Langrill,
President & Director 1999 -0- -0- -0- -0-
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
James Francis Langrill,
President & Director 1998 -0- -0- -0- -0-
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
James Francis Langrill,
President & Director 1997 -0- -0- -0- -0-
- - - - - --------------------------- ------------ ---------------- ----------------------- ------------- --------------------
</TABLE>
Item 7. Certain Relationships and Related Transactions
Calvin K. Mees is and may in the future become a director and/or principal
shareholder of other entities, none of whom are currently reporting companies.
As a result of such involvement, he may participate in business ventures which
could be deemed to compete directly with the Company.
On April 12, 2000, the Company entered into an agreement to sell all of its
assets and liabilities to Nevada Mining & Metals Corporation ("NMMC") for
$30,000. The $30,000 purchase price was tendered to the Company on April 24,
2000. James Francis Langrill, President of NMMC, previously served as President
and Director of the Company. The remaining principals of NMMC include other
members of the Langrill family, including James Francis Langrill, James Freeman
Langrill, Charles E. Langrill and Robert L. Langrill, who, between 1994 and
April 2000, served as officers and/or directors of the Company and owned a
majority of the Company's common stock.
Pursuant to a Stock Purchase Agreement executed on March 10, 2000, James Francis
Langrill, James Freeman Langrill, Charles E. Langrill and Robert L. Langrill
issued 88,224,782 shares of common stock in the Company to Mees in exchange for
Mees' agreement to perform the following on behalf of the Company:
* oversee the assignment of the Company's mining operations and
all assets and liabilities to a subsidiary and spin off shares
of the subsidiary's common stock pro rata to the Company's
shareholders;
* procure and pay for a post-spin-off audit for the Company; C
prepare and file a Form 10 for the Company; and C use his best
efforts to effect a merger or acquisition of the Company with
an unidentified business entity.
* No officer, director, or affiliate of the Company has or
proposes to have any direct or indirect material interest in
any asset proposed to be acquired by the Company through
security holdings, contracts, options, or otherwise.
* Although there is no current plan in existence, it is possible
that the Company will adopt a plan to pay or accrue
compensation to its officers and directors for services
related to seeking business opportunities and completing a
merger or acquisition transaction.
* It is possible that persons associated with management may
refer a prospective merger or acquisition candidate to the
Company. In the event the Company consummates a transaction
with any entity referred by an associate of management, it is
possible that such associate will be compensated for their
referral in the form of a finder's fee, which may be in a
variety of forms not deviating from consideration normally
paid in like transactions.
Item 8. Description of Securities
The authorized capital stock of the Company consists of 200,000,000 shares of
Common Stock ("Common Stock"), par value $0.001. The holders of Common Stock (i)
have equal ratable rights to dividends from funds legally available therefor,
when, as and if declared by the Board of Directors of the Company; (ii) are
entitled to share ratably in all of the assets of the Company available for
distribution to holders of Common Stock upon liquidation, dissolution or winding
up of the affairs of the Company; (iii) do not have preemptive, subscription or
conversion rights and there are no redemption or sinking fund provisions or
rights applicable thereto; and (iv) are entitled to one non-cumulative vote per
share on all matters on which stockholders may vote. All shares of Common Stock
now outstanding are fully paid for and non_assessable.
PART II
Item 1. Market Price of and Dividends on the Registrants Common Equity
and Other Shareholder Matters
Record Holders
Although the Company's Common Stock is currently publicly traded on the OTC
Bulletin Board under the symbol (TSFPE"), it is scheduled to be delisted to the
Pink Sheets on May 4, 2000. As of April 27, 2000, there were 138,096,863 shares
of the Company's Common Stock issued and outstanding, held by approximately 264
record holders. The holders of the Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of stockholders.
Holders of the Common Stock have no preemptive rights and no right to convert
their Common Stock into any other securities. There are no redemption or sinking
fund provisions applicable to the Common Stock.
Dividends
The Company has not declared any cash dividends since inception and does not
anticipate paying any dividends in the foreseeable future. The Company currently
intends to retain future earnings, if any, to fund the development and growth of
its business. The payment of dividends is within the discretion of the Board of
Directors and will depend on the Company's earnings, capital requirements,
financial condition and other relevant factors. The Company currently intends to
retain future earnings, if any, to fund the development and growth of its
business.
Transfer Agent
The Company's transfer agent is Nevada Agency and Trust Company which is located
at Bank of America Plaza, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.
Their phone number is (775) 322-0626.
Reports to Stockholders
The Company plans to furnish its stockholders with an annual report for each
fiscal year containing financial statements audited by its independent public
accountants and to otherwise comply with the reporting requirements of the
Securities Exchange Act of 1934.
Item 2.Legal Proceedings
The Company is not currently, nor has it been is the last five years, a party to
any legal proceedings, nor does it believe any are threatened or imminent.
Item 3.Changes in and Disagreements with Accountants
On April 12, 2000, the Company appointed Clyde Bailey, P.C. to audit the
financial statements included herein.
Item 4.Recent Sales of Unregistered Securities
On April 16, 1997, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Edwin C. & Jana K. Sprage 66,000 $6,500 @ $0.25/share
and
$10,400 @ $0.26/share
Craig & Connie Southey 16,667 $5,000 @ $0.30/share
Wolfgang Nachsel 113,637 $25,000 @ $0.22/share
Patricia A. Touscher 4,000 $1,000 @ $0.25/share
Charles Davis 22,728 $5,000 @ $0.22/share
Blake Bolton 45,455 $10,000 @ $0.22/share
Charles & Christine Croasdill 250,000 $50,000 @ $0.20/share
David Bruski 45,455 $10,000 @ $0.22/share
Barry Wentz 25,000 $6,250 @ $0.25/share
Daniel A. Saunders 25,000 $6,250 @ $0.25/share
Mark Leischner 120,000 $30,000 @ $0.25/share
Lawrence Niepers 15,000 $3,750 @ $0.25/share
Robin L. Schraner 15,000 $3,750 @ $0.25/share
Kimm C. Brand 16,667 $5,000 @ $0.30/share
On April 22, 1997, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Barry Wentz 60,000 $18,000 @ $0.30/share
Mark Leischner 125,000 $31,250 @ $0.25/share
David D. & Carmen M. Mees 7,000 $2,100 @ $0.30/share
David N. Sherbrook 50,000 $13,000 @ $0.26/share
Kane Southey 7,178 $1,000 @ $0.30/share
and
$1,000 @ $0.26/share
On May 23, 1997, the Company issued the following shares of its common stock to
the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
David Bruski 31,250 $10,000 @ $0.32/share
Leonard N. Butters 10,000 $3,500 @ $0.35/share
William C. Grant 69,270 $17,317.50 @ $0.25/share
Collins Communications 4,000 $1,000 @ $0.25/share
Technologies
On August 6, 1997, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Calvin K. & Tarja J. Mees 91,000 Services rendered
Michael L. & Judith L. Gage 12,500 Services rendered
Edwin C. & Jana K. Sprage 50,000 Services rendered
On August 12, 1997, the Company issued 30,000 shares of its common stock
pursuant to exemptions from registration including Rule 504 of Regulation D
under the Act, to Mark A. Rogers and Nancy E. Rogers in a joint tenancy in
exchange for $5,100 at $0.17 per share.
On October 22, 1997, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Mark A. & Nancy E. Rogers 50,000 $5,000 @ $0.10/share
Russel Devore 125,000 $12,500 @ $0.10/share
Dr. Vincent Cirella 70,000 $7,000 @ $0.10/share
W.H. Tuchscher 10,000 $1,400 @ $0.10/share
Calvin K. & Tarja J. Mees 110,000 Services rendered
David R. & Bonita S. Clifton 35,000 Services rendered
Dave Berardinelli 12,500 $1,250 @ $0.10/share
On January 5, 1998, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Doug & Caroline Barrow 40,000 $2,000 @ $0.05/share
Adrienn & Bill Coppedge 50,000 $2,000 @ $0.04/share
John J. O'Hare 5,000 $250 @ $0.05/share
On January 12, 1998, the Company issued 130,000 shares of its common stock
pursuant to exemptions from registration including Rule 504 of Regulation D
under the Act, to William McManus in exchange for $5,200 at $0.04 per share.
On February 9, 1998, the Company issued the following shares of its common stock
to the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Jeffrey & Janet Brown 40,000 $1,000 @ $0.025/share
Mel & Cindy Louthan 40,000 $1,000 @ $0.025/share
Kenneth & Lisa Mathes 40,000 $1,000 @ $0.025/share
Bruce & Susan Bieber 200,000 $5,000 @ $0.025/share
On September 30, 1998, the Company issued the following shares of its common
stock to the following individuals pursuant to exemptions from registration
including Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Dyan M. Kramer 20,000 $1,000 @ $0.05/share
Mark & Nancy Rogers 80,000 $4,000 @ $0.05/share
On October 13, 1998, the Company issued 30,000 shares of its common stock
pursuant to exemptions from registration including Rule 504 of Regulation D
under the Act, to Kenneth Randall Mathes and Lisa Beth Mathes in a joint tenancy
in exchange for $1,500 at $0.05 per share.
On November 3, 1998, the Company issued 80,000 shares of its common stock
pursuant to exemptions from registration including Rule 504 of Regulation D
under the Act, to Mark A. Rogers and Nancy E. Rogers in a joint tenancy in
exchange for $8,000 at $0.10 per share.
On December 21, 1998, the Company issued the following restricted shares of its
common stock to the following individuals pursuant to exemptions from
registration including Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
James Francis Langrill 5,000,000 $50,000 promissory note *
Charles E. Langrill 5,000,000 $50,000 promissory note *
James Freeman Langrill 5,000,000 $50,000 promissory note *
Robert L. Langrill 5,000,000 $50,000 promissory note *
* The promissory notes were dismissed by the Company on March 7, 2000 in return
for the dismissal by each individual of any and all claims to deferred salaries
owed by the Company.
On January 6, 1999, the Company issued 7,982,756 restricted shares of its common
stock at a price of $0.01 per share, pursuant to exemptions from registration
including Rule 504 of Regulation D under the Act, to James Francis Langrill in
exchange for the forgiveness of five (5) promissory notes for the sum of
$79,827.56 owed to him by the Company.
On April 7, 1999, the Company issued 100,000 restricted shares of its common
stock pursuant to exemptions from registration including Rule 504 of Regulation
D under the Act, to Hoan Do in exchange for $1,000 at $0.01 per share.
On May 5, 1999, the Company issued the following shares of its common stock to
the following individuals pursuant to exemptions from registration including
Rule 504 of Regulation D under the Act:
Name Amount of Shares Sold Consideration
Hoan Do 100,000 $2,000 @ $0.02/share
Kurt D. Wresh 342,000 $3,420 @ $0.01/share
Mark A. & Nancy E. Rogers 366,000 $3,660 @ $0.01/share
James M. Malone 200,000 $2,000 @ $0.01/share
On May 18, 1999, the Company issued 700,000 shares of its common stock pursuant
to exemptions from registration including Rule 504 of Regulation D under the
Act, to Kenneth & Lisa Mathes in a joint tenancy in exchange for $7,000 at $0.01
per share.
On November 17, 1999, the Company issued 1,000,000 restricted shares of its
common stock pursuant to exemptions from registration including Rule 504 of
Regulation D under the Act, to Hoan Do in exchange for $10,000 at $0.01 per
share.
On February 29, 2000, the Company issued 250,000 shares of its common stock
under a Stock Option Agreement, to Kurt D. Wresh ("Wresh") in exchange for
$2,500. The Stock Option Agreement granted Wresh an option to purchase up to
1,000,000 shares of its common stock at $0.10 per share before June 14, 2000.
Item 5. Indemnification of Directors and Officers
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended (the "Securities Act"), may be permitted to members of the
board of directors, officers, employees, or persons controlling the Company
pursuant to the immediately subsequent provisions, the Company has been informed
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In actions, proceedings and suits involving an officer or director because of
their being or having been an officer or director, other than actions by or in
the right of the corporation, NRS Section 78.751 (the "Nevada Statute") permits
a corporation to indemnify directors or officers against actual and reasonable
expenses, including attorneys fees, judgments, fines and amounts paid in
settlement. The Nevada Statute applies to actions, proceedings or suits whether
civil, criminal, administrative or arbitrative in nature. However, unless a
court directs otherwise, indemnification is permissible only if the officer or
director meets the applicable standard of conduct and indemnification is proper
under the circumstances. In civil cases, the standard of conduct requires the
officer or director to act in good faith and in a manner he or she reasonably
believes to be in or not opposed to the best interests of the corporation. In
criminal cases, an officer or director meets the standard of conduct if they had
no reasonable cause to believe his or her conduct was unlawful. The board of
directors acting through a quorum of disinterested directors, independent legal
counsel designated by the board of directors, or the shareholders shall
determine whether indemnification is proper under the circumstances. Termination
of proceedings by judgment, order, settlement, conviction or plea of no contest
or its equivalent, does not of itself establish a presumption that the officer
or director did not meet the applicable standard of conduct.
In actions by or in the right of the corporation, the corporation may indemnify
an officer or director against expenses provided he or she satisfies the
applicable standard of conduct. However, a corporation cannot indemnify an
officer or director adjudged liable to the corporation on any claim, issue or
matter unless, and to the extent, the court determines that despite the
adjudication of liability, and in light of all the circumstances, the officer or
director is fairly and reasonably entitled to indemnity for expenses.
In all proceedings, whether by or in the right of the corporation or otherwise,
the Nevada Statute requires indemnification to the extent the officer or
director is successful on the merits or otherwise in defense of the proceeding
or in defense of any claim, issue or matter therein. A Nevada corporation may
provide, either in its articles, bylaws or agreements, that the corporation
shall pay the expenses on behalf of a director or officer prior to the final
disposition of the action upon receipt of an undertaking by or on behalf of the
director or officer to repay those advancements if it is ultimately determined
that the officer or director is not entitled to indemnification. The Nevada
Statute does not exclude other indemnification rights to which a director or
officer may be entitled under the articles of incorporation, the bylaws, an
agreement, a vote of shareholders or disinterested directors, or otherwise;
provided that those rights would not indemnify an officer or director against a
judgment or other final adjudication adverse to the officer or director that
establishes the officer's or director's acts or omissions involved intentional
misconduct, fraud or known violation of the law and were material to the cause
of action.
The foregoing discussion of indemnification merely summarizes certain aspects of
indemnification provisions and is limited by reference to the NRS Section
78.751.
PART F/S
Item 1.Financial Statements
Unless otherwise indicated, the term "Company" refers to Temple Summit Financial
Projects, Inc. An audited statement of financial position of Company for the
year ended April 30, 2000, and the related audited statements of losses and
deficit, cash flows, changes in stockholders' equity, and accompanying notes to
the financial statements for the year ended April 30, 2000, are attached hereto,
and may be found on the immediately subsequent pages.
<PAGE>
Board of Directors
Temple Inland Financial Projects, Inc.
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheet of Temple Inland Financial
Projects, Inc. (Company) as of April 30, 2000 and the related statement of
operations, statement of stockholders' equity, and the statement of cash flows
for the years ended April 30, 2000 and 1999. These financial statements are the
responsibility of the Company's management. My responsibility is to express an
opinion on these 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 statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
On April 12, 2000, the Company sold all of its assets and liabilities to Nevada
Mining & Metals Corporation, a Nevada Corporation for a total of $30,000. The
Company has no other assets or liabilities as of April 20, 2000. This is further
explained in Note 6.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has no viable operations
and little or no tangible assets. This is further explained in the Note 4.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of April 30, 2000
and the results of its operations for the year then ended in conformity with
generally accepted accounting principles.
/s/ Clyde Bailey
Clyde Bailey P.C.
San Antonio, Texas
April 12, 2000
<PAGE>
<TABLE>
<CAPTION>
Temple Summit Financial Projects, Inc.
Balance Sheet
As of April 30, 2000
A S S E T S
<S> <C>
Current Assets:
Accounts Receivable .............................................. $ 30,000
Total Current Assets ...................................... $ 30,000
-----------
Total Assets .............................................. $ 30,000
===========
L I A B I L I T I E S
Current Liabilities: .................................................. $ --
Total Current Liabilities ................................. --
-----------
Total Liabilities ......................................... --
STOCKHOLDERS' EQUITY
Common Stock .......................................................... 138,097
200,000,000 authorized shares, $.001 par value
138,096,863 shares issued and outstanding
Additional Paid-in-Capital ............................................ 2,353,503
Accumulated Deficit ................................................... (2,461,600)
-----------
Total Stockholders' Equity ................................ 30,000
Total Liabilities and
Stockholders' Equity ............................. $ 30,000
===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Temple Summit Financial Projects, Inc.
Statement of Operations
For the Twelve Month
Period Ended April 30
Revenues: 2000 1999
------------ ------------
<S> <C> <C>
Revenues ....................................... $ -- $ --
Total Revenues .......................... -- --
Expenses:
Consulting Expenses ............................ 5,000 6,500
Office Rents ................................... 8,730 11,590
Insurance ...................................... 2,071 4,967
Legal & Professional ........................... -- 4,500
Other Expenses ................................. 18,490 22,289
------------ ------------
Total Expenses .......................... 34,291 49,846
------------ ------------
Net Loss from Operations ................ (34,291) (49,846)
Provision for Income Taxes:
Income Tax Benefit ............................. -- --
------------ ------------
Net (Loss) before Discontinued Operations (34,291) (49,846)
Discontinued Operations:
Discontinued Operations ........................ (813,988) --
------------ ------------
Net (Loss) .............................. $ (848,279) $ (49,846)
============ ============
Basic and Diluted Earnings per Common Share ......... Nil Nil
Weighted Average number of Common Shares ............ 84,374,345 65,639,531
used in per share calculations ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Temple Summit Financial Projects, Inc.
Statement of Stockholders' Equity
As of April 30, 2000
$.001 Paid-In Accumulated Stockholders'
Shares Par Value Capital Deficit Equity
----------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Balance May 1, 1998 ..... 53,139,531 $ 53,140 $ 1,922,112 $ (1,563,475) $ 358,637
Stock issued for Cash ... 5,034,999 5,035 216,090 221,125
Stock issued for Debt ... 20,000,000 20,000 180,000 200,000
Net (Loss) .............. (49,846) (49,846)
----------- ------------ ------------ ------------ ------------
Balance, April 30, 1999 . 78,174,530 78,175 2,318,202 (1,613,321) 729,916
Stock Issues for Cash ... 3,922,333 3,922 35,301 39,223
Stock issued for Services 56,000,000 56,000 56,000
Net (Loss) .............. (848,279) (848,279)
----------- ------------ ------------ ------------ ------------
Balance April 30, 2000 .. 138,096,863 $ 138,097 $ 2,353,503 $ (2,461,600) $ 30,000
=========== ============ ============ ============ ============
</TABLE>
<PAGE>
Temple Summit Financial Projects, Inc.
Statement of Cash Flows
For the Twelve Month
Period Ended April 30
Cash Flows from Operating Activities: 2000 1999
----------- -----------
Net (Loss) ................................. $ (848,279) $ (49,846)
Changes in operating assets and liabilities:
Note Receivable ....................... (31,200) 1,500
Employee Advances ..................... (34,403) (100,690)
----------- -----------
Total Adjustments .......................... (65,603) (99,190)
----------- -----------
Net Cash used in Operating Activities ..... (913,882) (149,036)
Cash Flows from Investing Activities:
Asset Sold ............................ 1,542,319
----------- -----------
Net Cash used in Investing Activities ...... 1,542,319 --
Cash Flows from Financing Activities:
Short-Term Liabilities ................ (13,000) (32,616)
Liabilities Sold ...................... (698,331)
Shareholder Loans ..................... 36,360 --
Common Stock .......................... 39,223 185,125
----------- -----------
Net Cash provided for Financing Activities . (635,748) 152,509
Net Increase (Decrease) in Cash ............ (7,311) 3,473
Cash Balance, Begin Period ................. 7,311 3,838
----------- -----------
Cash Balance, End Period ................... $ -- $ 7,311
=========== ===========
<PAGE>
Temple Inland Financial Projects, Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
Temple Inland Financial Projects, Inc. ("the Company") was incorporated under
the laws of the State of Texas on April 22, 1992, to conduct any lawful business
for which corporations may be incorporated under the Texas Business Corporations
Act. In November of 1993, this corporation became the successor to a former Utal
corporation named Midvale Packing Company. This succession occurred immediately
following the recession of a previous merger between Midvale and a Nevada
corporation named New Dawn Development Company. The net effect was that Midvale
Packing Company was reincorporated in Nevada as Temple Summit Financial
Projects, Inc. The company has a total of 200,000,000 authorized shares with a
par value of $.001 and with 138,096,863 shares issued and outstanding as of
April 30, 2000.
Fixed Assets
The Company has no fixed assets at this time.
Federal Income Tax
The Company has adopted the provisions of Financial Accounting Standards Board
Statement No. 109, Accounting for Income Taxes. The Company accounts for income
taxes pursuant to the provisions of the Financial Accounting Standards Board
Statement No. 109, "Accounting for Income Taxes", which requires an asset and
liability approach to calculating deferred income taxes. The asset and liability
approach requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of temporary differences between the carrying
amounts and the tax basis of assets and liabilities.
Use of Estimates
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 on
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Accounting Method
The Company's financial statements are prepared using the
accrual method of accounting. Revenues are recognized when earned and expenses
when incurred. Fixed assets are stated at cost. Depreciation and amortization
using the straight-line method for financial reporting purposes and accelerated
methods for income tax purposes.
Earnings per Common Share
The Company adopted Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which simplifies the computation of earnings per share requiring the
restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average
number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average
number of common shares and dilutive securities outstanding. Dilutive securities
having an anti-dilutive effect on diluted earnings per share are excluded from
the calculation.
Temple Inland Financial Projects, Inc.
Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies (con't)
Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income," establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. Among other disclosures, SFAS
No.130 requires that all items that are required to be recognized under current
accounting standards as components of comprehensive income be reported in a
financial statement that is displayed with the same prominence as other
financial statements. The Company does not have any assets requiring disclosure
of comprehensive income.
Segments of an Enterprise and Related Information
Statement of Financial Accounting Standards (SFAS) No. 131, Disclosures about
Segments of an Enterprise and Related Information, supersedes SFAS No. 14,
"Financial Reporting for Segments of a Business Enterprise." SFAS 131
establishes standards for the way that public companies report information about
operating segments in annual financial statements and requires reporting of
selected information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosures regarding
products and services, geographic areas and major customers. SFAS 131 defines
operating segments as components of a company about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has evaluated this SFAS and does not believe it is
applicable at this time.
Note 2 - Common Stock
A total of 5,034,999 shares of common stock was sold in 1999 for $221,125, and
in 2000 a total of 3,922,333 shares of common stock was sold for $ 39,223. In
1999, 20,000,000 shares of common stock was issued to settle $200,000 to the
former directors and officers, and in 2000 a total of 56,000,000 shares of
common stock was issued to the former directors and officers for services that
had been accrued in prior years.
Note 3 - Related Parties
The Organization has no significant related party transactions and/or
relationships any individuals or entities.
Note 4 - Going Concern
The Company has had no operations to date, has little or no tangible assets or
financial resources, and incurred losses since inception. These losses and lack
of operations raise substantial doubt about the Company's ability to continue as
a going concern.
Temple Inland Financial Projects, Inc.
Notes to Financial Statements
Note 5 - Income Taxes
Deferred income taxes arise from temporary differences resulting from the
Company's subsidiary utilizing the cash basis of accounting for tax purposes and
the accrual basis for financial reporting purposes. Deferred taxes are
classified as current or non-current, depending on the classification of the
assets and liabilities to which they relate. Deferred taxes arising from timing
differences that are not related to an asset or liability are classified as
current or non-current depending on the periods in which the timing differences
are expected to reverse. The Company's previous principal temporary differences
relate to revenue and expenses accrued for financial purposes, which are not
taxable for financial reporting purposes. The Company's material temporary
differences consist of bad debt expense recorded in the financial statements
that is not deductible for tax purposes and differences in the depreciation
expense calculated for financial statement purposes and tax purposes.
The net deferred tax asset or liability is composed of the following:
<TABLE>
<CAPTION>
2000 1999
-------------- --------------
<S> <C> <C>
Total Deferred Tax Assets $ 5,143 $ 7,747
Less: Valuation Allowance (5,143) (7,747)
-------------- --------------
Net Deferred Tax Asset -- --
Total Deferred Tax Liabilities -- --
-------------- --------------
Net Deferred Tax Liability -- --
Less Current Portion -- --
-------------- --------------
Long-Term Portion $ -- $ --
============== ==============
</TABLE>
Note 6 - Sale of Assets and Loss from Discontinued Operations
On April 12, 2000, the Company sold all of its assets and liabilities to Nevada
Mining & Metals Corporation, a Nevada Corporation for a total of $30,000. The
Company has no other assets or liabilities as of April 20, 2000.
Note 5 - Subsequent Events
There were no other material subsequent events that have occurred since the
balance sheet date that warrants disclosure in these financial statements.
<PAGE>
CLYDE BAILEY P.C.
- - - - - --------------------------------------------------------------------------------
Certified Public Accountant
10924 Vance Jackson #404
San Antonio, Texas 78230
(210) 699-1287(ofc.)
(888) 699-1287 (210) 691-2911 (fax)
Member:
American Institute of CPA's
Texas Society of CPA's
April 28, 2000
I consent to the use, of my report dated February 8, 2000, in the Form
SB2, on the financial statements of Temple Inland Financial Projects, Inc.,
dated December 31, 1999, included herein and to the reference made to me.
/s/ Clyde Baily
Clyde Bailey
<PAGE>
PART III - EXHIBITS
Item 1. Index to Exhibits.
Exhibits required to be attached hereto are listed in the Index to Exhibits
beginning on page 18 of this Form 10_SB, which is incorporated herein by
reference.
<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.
Temple Summit Financial Projects, Inc.
/s/ Calvin K. Mees Date: May 3, 2000
Calvin K. Mees, President & Director
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
NO. NO. DESCRIPTION
2(1) Articles of Incorporation
2(2) Bylaws
6(a)(1) Asset Sale Agreement
April 12, 2000
6(a)(2) Stock Purchase Agreement
March 10, 2000
Exhibit 2(1)
ARTICLES OF INCORPORATION
OF
TEMPLE SUMMIT FINANCIAL PROJECTS, INC.
Article I. The name of the Corporation is Temple Summit Financial Projects,
Inc.
Article II. Its principal place of business and registered office in the
State of Nevada is 4291 S. Polaris Avenue Suite A, Las Vegas, Nevada 89103
Article III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the
State of Nevada or of the United States of America. The period of existence
of the corporation shall be perpetual.
Article IV. The corporation shall have authority to issue an aggregate of
Fifty Million (50,000,000) shares of common voting equity stock of par
value one mil ($0.001 per share, and no other class or classes of stock,
for a total capitalization of $50,000. The Corporation's capital stock may
be sold from time to time for such consideration as may be fixed by the
board of Directors, provided that no consideration so fixed shall be less
than par value.
Article V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other
securities which the corporation may now or hereafter be authorized to
issue, nor shall any shareholder possess cumulative voting rights at any
shareholders meeting for the purpose of electing Directors.
Article VI. The affairs of the corporation shall be governed by a Board of
Directors of not less than three (3) persons. The Incorporator, whose name
and address is WILLIAM STOCKER ATTORNEY AT LAW, 219 Broadway Suite 261,
Laguna Beach CA 92651, shall serve as Sole Initial Director for the purpose
of appointing the Initial Board of Directors.
Article VII. The Capital Stock after the amount of the subscription price
or par value shall not be subject to assessment to pay the debts of the
corporation, and no stock issued as paid up shall ever be assessable or
assessed.
Article VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
Article IX. The name and address of the Incorporator of the corporation is
WILLIAM STOCKER ATTORNEY AT LAW, 219 Broadway Suite 261, Laguna Beach CA
92651.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of
forming a Corporation pursuant the General Corporation Law of the State of
Nevada, do make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true, and accordingly have set my
hand hereunto this Day, August 22, 1994.
/S/ WILLIAM STOCKER
ATTORNEY AT LAW
INCORPORATOR
Exhibit 2(2)
BY-LAWS
Of
Temple Summit Financial Projects, Inc. A NEVADA CORPORATION
Article I CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 4291 S. Polaris Avenue Suite A, Las Vegas, Nevada 89103. The
corporation may have such other offices, either within or without the State of
incorporation as the board of directors may designate or as the business of the
corporation may from time to time require.
Article II SHAREHOLDERS' MEETINGS
Section 1. Place of Meetings
The directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
Section 2. Annual Meetings
The annual meeting of the shareholders shall be held on the second
Monday of March in each year, if not a holiday, at Ten o'clock a.m., at which
time the shareholders shall elect a Board of Directors and transact any other
proper business. If this date falls on a holiday, then the meeting shall be held
on the following business day at the same hour.
Section 3. Special Meetings
Special meetings of the shareholders may be called by the President,
the Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
Section 4. Notices of Meetings
Written or printed notice stating the place, day and hour of the
meeting and, in the case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days, not more
than twenty (20) days before the date of the meeting, either personally or by
mail, by the direction of the president, or secretary, or the officer or persons
calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Closing of Transfer Books or Filing Record Date.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
and such determination of stockholders, such date in any case to be not more
than twenty (20) days and, in case of a meeting of stockholders, not less than
ten (10) days prior to the date on which the particular action requiring such
determination of stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the directors declaring such dividend is adopted, as the case may
be, shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to any
adjournment thereof.
Section 6. Voting List.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
Section 7. Quorum.
At any meeting of stockholders fifty-one ( 51) percent of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of stockholders. If less than
said number of the outstanding shares are represented at a meeting, a majority
of the outstanding shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which a quorum shall
be present or represented, any business may be transacted which might have been
transacted at the meeting originally notified. The stockholders present at a
duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 8. Proxies.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
Section 9. Voting.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
Section 10. Order of Business.
The order of business at all meetings of the stockholders, shall be as
follows:
Roll Call.
Proof of notice of meeting or waiver of notice.
Reading of minutes of preceding meeting.
Reports of Officers.
Reports of Committees.
Election of Directors.
Unfinished Business.
New Business.
Section 11. Informal Action by Stockholders.
Unless otherwise provided by law, any action required to be taken, or
any other action which may be taken, at a meeting of the stockholders, may be
taken without a meeting if a consent in writing, setting forth the action so
taken, shall be signed by all of the stockholders entitled to vote with respect
to the subject matter thereof. Unless otherwise provided by law, any action
required to be taken, or any other action which may be taken, at a meeting of
the stockholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
Section 12. Books and Records.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
Article III BOARD OF DIRECTORS
Section 1. General Powers.
The business and affairs of the corporation shall be managed by its
board of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
Section 2. Number, Tenure, and Qualifications.
The number of directors of the corporation shall be a minimum of one
(1) and a maximum of nine (9). Each director shall hold office until the next
annual meeting of stockholders and until his successor shall have been elected
and qualified.
Section 3. Regular Meetings.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and place
for holding of additional regular meetings without other notice than such
resolution.
Section 4. Special Meetings.
Special meetings of the directors may be called by or at the request of
the president or any two directors. The person or persons authorized to call
special meetings of the directors may fix the place for holding any special
meeting of the directors called by them.
Section 5. Notice.
Notice of any special meeting shall be given at least one day
previously thereto by written notice delivered personally, or by telegram or
mailed to each director at his business address. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail so addressed,
with postage thereon prepaid. 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 express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 6. Quorum.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
Section 7. Manner or 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 directors.
Section 8. Newly Created Directorships and Vacancies.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
Section 9. Removal or Directors.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
Section 10. Resignation.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
Section 11. Compensation.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
Section 12. Executive and Other Committees.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of one (I) or more
directors. Each such committee shall serve at the pleasure of the board.
Article IV OFFICERS
Section I. Number.
The officers of the corporation shall be the president, a secretary and
a treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
Section 3. Removal.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
Section 5. President.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
Section 6. Chairman of the Board.
In the absence of the president or in the event of his death, inability
or refusal to act, the chairman of the board of directors shall perform the
duties of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
Section 7. Secretary.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
Section 8. Treasurer.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
Section 9. Salaries.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
Article V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The 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.
Section 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 directors. Such authority may be general or confined to
specific instances.
Section 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
directors.
Section 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 directors may select.
Article VI FISCAL YEAR
The fiscal year of the corporation shall begin on the IST day of
January in each year, or on such other day as the Board of Directors shall fix.
Article VII 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 law.
Article VIII SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
Article IX
WAIVER OF NOTICE
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, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
Article X AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by a vote of the stockholders representing a majority of all the
shares issued and outstanding, at any annual stockholders' meeting or at any
special stockholders' meeting when the proposed amendment has been set out in
the notice of such meeting.
Exhibit 6(a)(1)
AGREEMENT FOR THE PURCHASE OF ASSETS
THIS AGREEMENT FOR THE PURCHASE OF ASSETS is made and entered into this
12th day of April, 2000, by and between Nevada Mining & Metals Corporation, a
Nevada corporation with principal offices at 4291 Polaris Ave. Suite A, Las
Vegas, Nevada 89103 ("Buyer"), and Temple Summit Financial Projects, Inc., a
Nevada corporation, with principal offices at 23 East FM 1382, Suite 12720,
Cedar Hill, Texas 75104 ("Seller").
RECITALS
A. Seller is the owner of assets and liabilities associated with its mining
operations, including certain mining claims ("Mining Operations").
B. Buyer is a Nevada corporation seeking to enter the mining industry.
C. Buyer desires to purchase, and Seller desires to sell, the Mining
Operations on the terms and conditions of this Agreement. The parties intend
that the sale of the Mining Operations shall be effective as soon as possible
but no later than April 30, 2000 (the "Closing").
AGREEMENT
NOW, THEREFORE, on the basis of the representations and warranties
herein contained, and subject to the terms and conditions hereof, the parties
hereto covenant and agree as follows:
I ARTICLE
PURCHASE AND SALE
1.1 Purchase and Sale.
1.1.1 Seller agrees to sell and transfer the Mining Operations to Buyer and
Buyer agrees to purchase the Mining Operations from Seller at Closing.
The Mining Operations shall consist of those mining claims of the
Seller listed on Schedule "A," which is attached hereto and
incorporated herein, and all assets and liabilities associated with the
mining claims.
1.1.2 Such sale shall include all liabilities, obligations and debts, known
and unknown, whether absolute, accrued, contingent or otherwise,
related to the Mining Operations.
1.2 Purchase Price. The purchase price for the Mining Operations shall be
Thirty Thousand Dollars ($30,000), which shall be tendered at Closing.
ARTICLE II
CLOSING
2.1 Closing. The Closing shall be held as soon as possible but no later
than April 30, 2000, ("Closing") at the Buyer's offices in Las Vegas,
Nevada or at such other time or place as may be mutually agreed upon by
the parties in writing.
2.2 Deliveries.
2.2.1 At the Closing, Buyer will deliver to Seller the consideration provided
for by Section 1.2.
2.2.2 At the Closing, Seller will deliver to Buyer such grant deeds, bills of
sale, endorsements, assignments, and other good and sufficient
instruments of conveyance, containing full warranties of title, as
shall be effective to vest in Buyer as of Closing good, absolute and
marketable legal and equitable title to the Mining Operations.
2.2.3 Delivery of possession of the Mining Operations shall be deemed to have
occurred for all purposes at the close of business on the Closing, and
all risks of loss, whether or not covered by insurance, shall be on
Seller until such close of business on the date of the Closing and on
Buyer thereafter.
ARTICLE III
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER
Seller represents, warrants, and covenants to Buyer as follows:
3.1 Organization. Buyer represents, warrants, and covenants to Seller that,
as of the date of this Agreement, it is a valid corporation in good
standing and authorized to take the action provided for herein.
3.2 Mining Operations; No Known Defects. Seller has good and marketable
title to all of the Mining Operations, free and clear of all mortgages,
liens, pledges, encumbrances, or security interests of any nature
whatsoever. The Mining Operations to be transferred to Buyer under this
Agreement are, to the best of Seller's knowledge, in good operating
condition and repair.
3.3 No Changes. Except as disclosed by Seller to Buyer in writing prior to
the execution of this Agreement, with respect to the Mining Operations,
since the parties signed the Letter of Intent there has not been, and
there will not be before delivery of the Mining Operations to Buyer any
material change in the condition of the Mining Operations other than
changes in the ordinary course of business, none of which, singularly
or in the aggregate, has been materially adverse.
3.4 Sales Tax. Buyer hereby agrees to pay, and hold Seller harmless from,
any and all taxes which may become due by virtue of the sale of the
Mining Operations contemplated by this Agreement, it being understood
that the same are the sole obligation of Buyer.
ARTICLE IV
REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BUYER
4.1 Organization. Buyer represents, warrants, and covenants to Seller that,
as of the date of this Agreement, it is a valid corporation in good
standing and authorized to take the action provided for herein.
4.2 Opportunity for Due Diligence. Buyer represents, warrants, and
covenants to Seller that it has had the opportunity to conduct a due
diligence investigation into the Mining Operations and that it is aware
of the current status of the Mining Operations. Buyer has had the
opportunity to ask questions of and seek additional information it
deemed or may deem necessary in examining Seller, the Mining
Operations, and the assets and liabilities associated therewith, and
has either done so, or expressly waived its right to do so.
4.3 Assets & Liabilities. Buyer represents, warrants, and covenants to
Seller that it has reviewed and understands the amount of assets and
liabilities that it will be assuming upon Closing.
ARTICLE V
MISCELLANEOUS
5.1 Headings. Article and Section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning
of this Agreement or its interpretation.
5.2 Entire Agreement. This Agreement and the Exhibits hereto constitute the
entire agreement between the parties pertaining to the subject matter
hereof and supersede all prior agreements, understandings, negotiations
and discussions, whether oral or written, of the parties.
5.3 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the respective successors and assigns of the parties hereto.
5.4 Notices. Any notices or other communications required or permitted
hereunder shall be sufficiently given if delivered personally or sent
by registered or certified mail, postage prepaid, as follows:
To Seller: To Buyer:
Temple Summit Financial Projects, Inc. Nevada
Mining and Metals Corporation
Attn.: Calvin Mees, President Attn.: James Francis
Langrill, President
23 East FM 1382, Suite 12720 4291 Polaris Ave. Suite A
Cedar Hill, Texas 75104 Las Vegas, Nevada 89103
or at such other address as shall be furnished in writing by the party to the
other, and shall be deemed to have been given as of the date so delivered or
deposited in the United States mail, as the case may be.
5.5 Expenses. Each party shall bear their own expenses incurred in
connection with the transactions contemplated by this Agreement.
5.6 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original instrument and
together shall constitute the entire Agreement.
5.7 Applicable Law. This agreement shall be governed by and construed in
accordance with the laws of the State of Nevada. Venue shall lie only
in the State and Federal Courts in and for the County of Clark, Nevada,
as to all disputes arising under this agreement, and such venue is
hereby consented to by the parties hereto.
IN WITNESS WHEREOF, the parties have duly executed this Agreement for
Purchase of Mining Operations.
"Seller" - Temple Summit Financial Projects, Inc.
/s/ Calvin K. Mees April , 2000
Calvin K. Mees, President Date
"Buyer" - Nevada Metals & Mining Corporation
/s/ James Francis Langrill April , 2000
James Francis Langrill, President Date
Exhibit 6(a)(2)
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement ("Agreement") is made this 10th day of
March 2000, by and between Cal Mees, a resident of Texas ("Purchaser"), and the
following principals of Temple Summit Financial Projects, Inc., a Nevada
corporation ("TSFP"), all of whom are also residents of Texas: James Francis
Langrill, James Freeman Langrill, Charles E. Langrill, and Robert L. Langrill
("Sellers") (Sellers and Purchaser may hereinafter collectively be referred to
as the "Parties").
Recitals
WHEREAS, Sellers desire to sell and Purchaser desires to purchase
Eighty-Eight Million Two Hundred Twenty-One Thousand Seven Hundred Eighty-Two
(88,221,782) shares (the "Shares") of TSFP's common stock, upon the terms and
conditions set forth herein.
WHEREAS, the Parties have agreed that Purchaser will acquire the Shares
in exchange for his obligations as described herein.
Agreement
NOW, THEREFORE, subject to the terms and conditions herein and in
consideration of the mutual promises, covenants and agreements contained herein,
and for other good and valuable consideration, the receipt and adequacy of which
is expressly acknowledged, the Parties agree as follows:
1. Sale and Transfer of Shares. Sellers hereby agree to sell and transfer the
Shares to Purchaser in exchange for Purchaser's agreement to undertake the
activities described in Section 2 below.
2. Performance by Purchaser. Purchaser hereby agrees to perform the following
on behalf of TSFP:
(a) oversee the assignment of TSFP's mining operations and all assets and
all liabilities to a subsidiary ("Subsidiary"), and spin off shares of
the Subsidiary's common stock to TSFP's shareholders. All expenses
incurred in relation to this spin-off will be the sole responsibility
of the Sellers;
(b) procure and pay for a post-spin-off audit for TSFP;
(c) prepare and file a Form 10 for TSFP; and
(d) use his best efforts to effect a merger or acquisition of TSFP with an
as yet unidentified business entity.
(3) Sellers' Retention of Rights in Shares if Spin-Off Occurs. In the event TSFP
transfers its mining assets into the Subsidiary and effects a pro rata
spin-off of Subsidiary's shares to the TSFP shareholders, Sellers receive
all shares that Purchaser would otherwise be entitled to receive in the
Subsidiary as result of this transfer of the Shares.
(4) Representation and Warranties of Purchaser. Purchaser represents and
warrants that:
(5) This Agreement constitutes the legal, valid, and binding obligation of
Purchaser, enforceable against Purchaser in accordance with these terms. Due
execution and delivery by Purchaser of the purchase price will constitute
the legal, valid and binding obligations of Purchaser, enforceable against
Purchaser in accordance with these respective terms. Except as set forth
herein, neither the execution and delivery of this Agreement by Purchaser,
nor the consummation or performance of the sale and purchase of the Shares
will give any person the right to prevent, delay or otherwise interfere with
the sale and purchase of the Shares pursuant to:
(a) Any legal requirement or order to which Purchaser may be subject; or
(b) Any legally binding agreement, contract, obligation, promise or
undertaking (whether written or oral and whether express or implied).
Except as set forth herein, Purchaser is not and will not be required
to obtain any approval, consent, ratification, waiver or other
authorization from any person, legal or natural, in connection with the
execution and delivery of this Agreement or the consummation or
performance of the sale and purchaser of the Shares.
(6) Purchaser is acquiring the Shares for his own account and not with a view to
any distribution within the meaning of Section 2(11) of the Securities Act
of 1933, as amended (the "Act").
(7) Representations and Warranties of Sellers. Sellers represent and warrant
that:
(a) This Agreement constitutes the legal, valid, and binding obligation of
Sellers, enforceable against them in accordance with these terms.
Sellers have the absolute and unrestricted right, power, and authority
to execute and deliver the shares and to perform their obligations
under this Agreement. Except as set forth herein, neither the execution
and delivery of this Agreement by Sellers, nor the consummation or
performance of the sale and purchase of the Shares will give any person
the right to prevent, delay or otherwise interfere with the sale and
purchase of the Shares pursuant to:
(i) Any legal requirement or order to which Sellers may be subject; or
(ii) Any legally binding agreement, contract, obligation, promise or
undertaking (whether written or oral and whether express or
implied).
Except as set forth herein, Sellers are not and will not be required to
obtain any approval, consent, ratification, waiver or other
authorization from any person, legal or natural, in connection with the
execution and delivery of this Agreement or the consummation or
performance of the sale and purchaser of the Shares.
(b) Sellers agree not to sell, transfer, hypothecate, borrow against nor in
any other way interfere with the Purchaser's right and ability to
purchase said Shares under this Agreement.
(c) The Shares have been duly authorized, validly issued, fully paid and
non-assessable. The Shares and the delivery to Purchaser will be free
and clear of any liens, encumbrances, or claims of any kind whatsoever.
Sellers are the true owners of the Shares and warrant free, clear and
marketable title to said shares to Purchaser.
(d) Sellers have no knowledge of any restrictions by contract, operation of
law or otherwise prohibiting this sale or the transfer of these Shares
into the name of Purchaser, subject only to the Securities Laws
governing the sale of securities. Sellers do not believe that the sale
of the Shares from Sellers to Purchaser is required to be registered
under the Act.
(e) Sellers have no liability or obligation to pay any fees or commissions
to any broker, finder, or agent with respect to the transactions
contemplated by this Agreement for which the Sellers could become
liable or obligated.
(f) Sellers acknowledge, and agree to act in accordance with, the various
TSFP stock resale limitations imposed as a result of their affiliate
status.
(8) Obligation, Survival of Representations, Warranties and Covenants. The
obligations of Sellers and Purchaser are subject to each others' performance
and by the accuracy and completeness of the representations they have made
and are making to each other. The representations, warranties and covenants
made by Sellers and Purchaser in this Agreement shall survive the purchase
and sale of the Shares hereby. Purchaser and Sellers hereby agree, jointly
and severally, to indemnify, defend, and hold the other harmless from and
against any damage, loss, liability, or expense (including, without
limitation, reasonable expenses of investigation and reasonable attorneys'
fees) arising out of any material breach of any representation, warranty,
covenant, or agreement made by them in this Agreement.
(9) Concerning Issuance of the Shares. The consummation of this Agreement and
sale and purchase of the Shares constitutes an offer and sale of securities
under the Act, and certain state statutes. Such transaction(s) shall be
consummated in reliance on exemptions from the registration, including, but
not limited to, Section 4(1) of the Act. The Parties shall cooperate and
utilize their best efforts to document reliance on exemptions from
registration under applicable federal and state securities laws.
(10) Miscellaneous.
(a) The execution and performance of this Agreement have been duly
authorized by all requisite individuals or corporate actions and
approvals and are free of conflict or violation of any other individual
or corporate actions and approvals entered into by the Parties hereto.
This Agreement represents the entire Agreement between the Parties
hereto, and supersedes any prior agreements with regards to the subject
matter hereof. This Agreement may be executed in any number of
facsimile counterparts with the aggregate of the counterparts together
constituting one and the same instrument. This Agreement constitutes a
valid and binding obligation of the Parties hereto and their
successors, heirs and assigns and may only be assigned or amended by
written consent from the other party.
(b) No term of this Agreement shall be considered waived and no breach
excused by either party unless made in writing. In the event that any
one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement shall be
construed as if it never contained any such invalid, illegal or
unenforceable provisions. From time to time, each party will execute
additional instruments and take such action as may be reasonably
requested by the other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the intent and
purposes of this Agreement.
(c) The validity, interpretation, and performance of this Agreement shall
be governed by the laws of the State of Texas and any dispute arising
out of this Agreement shall be brought in a court of competent
jurisdiction in Dallas County, Texas. If any action is brought to
enforce or interpret the provisions of this Agreement, the prevailing
party shall be entitled to recover reasonable attorneys' fees, court
costs, and other costs incurred in proceeding with the action from the
other party.
(d) All dollar amounts in this Agreement are denominated in United States
currency.
(e) Each party shall bear their own expenses in connection with this
transaction.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the
date herein above written.
Purchaser Sellers
/s/ Calvin K. Mees /s/ James Francis Langrill
Calvin K. Mees James Francis Langrill
/s/ James Freeman Langrill
James Freeman Langrill
/s/ Charles E. Langrill
Charles E. Langrill
/s/ Robert L. Langrill
Robert L. Langrill
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001113226
<NAME> Temple Summit Financial Projects, Inc.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> APR-30-2000
<PERIOD-START> MAY-01-1999
<PERIOD-END> APR-30-2000
<EXCHANGE-RATE> 1.000
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 30,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 30,000
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 30,000
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 138,097
<OTHER-SE> (108,097)
<TOTAL-LIABILITY-AND-EQUITY> 30,000
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 34,291
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (34,291)
<INCOME-TAX> 0
<INCOME-CONTINUING> (34,291)
<DISCONTINUED> (813,988)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (848,279)
<EPS-BASIC> 0.000
<EPS-DILUTED> 0.000
</TABLE>
