SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12 (b) or 12 (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
TURINCO, INC.
(Exact name of registrant as specified in its charter)
Nevada 87-0618509
(STATE OF INCORPORATION) (I.R.S. EMPLOYER ID NO.)
1981 E. Murray-Holladay Rd., Salt Lake City, Utah 84117
(Address of principal executive offices) (Zip Code)
(801)272-9294
(REGISTRANT'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT: 802,000
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
Title of each class Name of each exchange on which
To be so registered Each class is to be registered
Common stock: $0.001 Par value N/A
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRATION WAS $0.001 AS OF APRIL 30, 2000.
SHARES OF COMMON STOCK OUTSTANDING AS OF APRIL 30, 2000: 802,000
<PAGE>
Part I
Item 1
Description of Business
TURINCO, INC., (hereinafter "The Company") was originally incorporated
on June 16, 1977, pursuant to the Nevada Business Corporation Act. Its original
Articles of Incorporation provided for authorized capital of One hundred
thousand (100,000) shares of common stock with a $0.25 par value. On October 16,
1998, the shareholders of the Company approved an amendment to the Articles of
Incorporation changing the authorized capital to one hundred million
(100,000,000) shares of common stock with a par value of $0.001 (1 mill) per
share and providing for an eight to one forward split of the outstanding shares.
The amended Articles were filed with the State of Nevada on December 2, 1998.The
Company was formed with the stated purpose of conducting any lawful business
activity. However, the contemplated purpose was to engage in investment and
business development operations related to mineral research and exploration. The
Company's attempts to enter this field were not successful and all attempts to
engage in business ended before 1983, and the Company became dormant.
The Company never engaged in an active trade or business throughout the
period from inception through 1998. In September of 1998, the directors
determined that the Company should become active and reinstated the Company with
the State of Nevada, and began seeking potential operating businesses and
business opportunities with the intent to acquire or merge with such businesses.
The Company is considered a development stage company and, due to its status as
a "shell" corporation, its principal business purpose is to locate and
consummate a merger or acquisition with a private entity. Because of the
Company's current status having no assets and no recent operating history, in
the event the Company does successfully acquire or merge with an operating
business opportunity, it is likely that the Company's present shareholders will
experience substantial dilution and there will be a probable change in control
of the Company.
The Company is voluntarily filing its registration statement on Form
10-SB in order to make information concerning itself more readily available to
the public. Management believes that being a reporting company under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide
a prospective merger or acquisition candidate with additional information
concerning the Company. In addition, management believes that this might make
the Company more attractive to an operating business opportunity as a potential
business combination candidate. As a result of filing its registration
statement, the Company is obligated to file with the Commission certain interim
and periodic reports including an annual report containing audited financial
statements. The Company intends to continue to voluntarily file these periodic
reports under the Exchange Act even if its obligation to file such reports is
suspended under applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of the Company will become
subject to the same reporting requirements as the Company upon consummation of
any such business combination. Thus, in the event that the Company successfully
completes an acquisition or merger with another operating business, the
resulting combined business must provide audited financial statements for at
least the two most recent fiscal years or, in the event that the combined
operating business has been in business less than two years, audited financial
statements will be required from the period of inception of the target
acquisition or merger candidate.
The Company's principal executive offices are located at:
1981 E. Murray-Holladay Rd., Salt Lake City, Utah 84117.
Business of Issuer
The Company has no recent operating history and no representation is
made, nor is any intended, that the Company will be able to carry on future
business activities successfully. Further, there can be no assurance that the
Company will have the ability to acquire or merge with an operating business,
business opportunity or property that will be of material value to the Company.
Management plans to investigate, research and, if justified, potentially acquire
or merge with one or more businesses or business opportunities. The Company
currently has no commitment or arrangement, written or oral, to participate in
any business opportunity and management cannot predict the nature of any
potential business opportunity it may ultimately consider. Management will have
broad discretion in its search for and negotiations with any potential business
or business opportunity.
Sources of Business Opportunities
The Company intends to use various sources in its search for potential
business opportunities including its officers and directors, consultants,
special advisors, securities broker-dealers, venture capitalists, members of the
financial community and others who may present management with unsolicited
proposals. Because of the Company's lack of capital, it may not be able to
retain a fee based professional firm specializing in business acquisitions and
reorganizations. Rather, the Company will most likely have to rely on outside
sources, not otherwise associated with the Company, that will accept their
compensation only after the Company has finalized a successful acquisition or
merger. To date, the Company has not engaged nor any prospective consultants for
these purposes. The Company does not intend to restrict its search to any
specific entered into any definitive agreements nor understandings regarding
retention of any consultant to assist the Company in its search for business
opportunities, nor is management presently in a position to actively seek or
retain kind of industry or business. The Company may investigate and ultimately
acquire a venture that is in its preliminary or development stage, is already in
operation, or in various stages of its corporate existence and development.
Management cannot predict at this time the status or nature of any venture in
which the Company may participate. A potential venture might need additional
capital or merely desire to have its shares publicly traded. The most likely
scenario for a possible business arrangement would involve the acquisition of,
or merger with, an operating business that does not need additional capital, but
which merely desires to establish a public trading market for its shares.
Management believes that the Company could provide a potential public vehicle
for a private entity interested in becoming a publicly held corporation without
the time and expense typically associated with an initial public offering.
Evaluation
Once the Company has identified a particular entity as a potential
acquisition or merger candidate, management will seek to determine whether
acquisition or merger is warranted or whether further Investigation is
necessary. Such determination will generally be based on management's knowledge
and experience, or with the assistance of outside advisors and consultants
evaluating the preliminary information available to them. Management may elect
to engage outside independent consultants to perform preliminary analysis of
potential business opportunities. However, because of the Company's lack of
capital it may not have the necessary funds for a complete and exhaustive
investigation of any particular opportunity. In evaluating such potential
business opportunities, the Company will consider, to the extent relevant to the
specific opportunity, several factors including potential benefits to the
Company and its shareholders; working capital, financial requirements and
availability of additional financing; history of operation, if any; nature of
present and expected competition; quality and experience of management; need for
further research, development or exploration; potential for growth and
expansion; potential for profits; and other factors deemed relevant to the
specific opportunity. Because the Company has not located or identified any
specific business opportunity as of the date hereof, there are certain
unidentified risks that cannot be adequately expressed prior to the
identification of a specific business opportunity. There can be no assurance
following consummation of any acquisition or merger that the business venture
will develop into a going concern or, if the business is already operating, that
it will continue to operate successfully. Many of the potential business
opportunities available to the Company may involve new and untested products,
processes or market strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company cannot predict the manner in which it might
participate in a prospective business opportunity. Each separate potential
opportunity will be reviewed and, upon the basis of that review, a suitable
legal structure or method of participation will be chosen. The particular manner
in which the Company participates in a specific business opportunity will depend
upon the nature of that opportunity, the respective needs and desires of the
Company and management of the opportunity, and the relative negotiating strength
of the parties involved. Actual participation in a business venture may take the
form of an asset purchase, lease, joint venture, license, partnership, stock
purchase, reorganization, merger or consolidation. The Company may act directly
or indirectly through an interest in a partnership, corporation, or other form
of organization, however, the Company does not intend to participate in
opportunities through the purchase of minority stock positions.
Because of the Company's current status and recent inactive status for
the prior eight years, and its concomitant lack of assets or relevant operating
history, it is likely that any potential merger or acquisition with another
operating business will require substantial dilution of the Company's existing
shareholders. There will probably be a change in control of the Company, with
the incoming owners of the targeted merger or acquisition candidate taking over
control of the Company. Management has not established any guidelines as to the
amount of control it will offer to prospective business opportunity candidates,
since this issue will depend to a large degree on the economic strength and
desirability of each candidate, and correspondent ending relative bargaining
power of the parties. However, management will endeavor to negotiate the best
possible terms for the benefit of the Company's shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any
persons, consultants, promoters, or affiliates in conjunction with its efforts
to find and acquire or merge with another business opportunity. Management does
not have any plans to borrow funds to pay compensation to any prospective
business opportunity, or shareholders, management, creditors, or other potential
parties to the acquisition or merger. In either case, it is unlikely that the
Company would be able to borrow significant funds for such purposes from any
conventional lending sources. In all probability, a public sale of the Company's
securities would also be unfeasible, and management does not contemplate any
form of new public offering at this time. In the event that the Company does
need to raise capital, it would most likely have to rely on the private sale of
its securities. Such a private sale would to available exemptions, if any
applies. However, no private sales are contemplated by the Company's management
at this time. If a private sale of the Company's securities is deemed
appropriate in the future, management will endeavor to acquire funds on the best
terms available to the Company. However, there can be no assurance that the
Company will be able to obtain funding when and if needed, or that such funding,
if available, can be obtained on terms reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a remote possibility
that the Company might sell its securities to its management or affiliates.
In the event of a successful acquisition or merger, a finder's fee, in
the form of cash or securities of the Company, may be paid to persons
instrumental in facilitating the transaction. The Company has not established
any criteria or limits for the determination of a finder's fee, although most
likely an appropriate finder's fee will be negotiated between the parties,
including the potential business opportunity candidate, based upon economic
considerations and reasonable value as estimated and mutually agreed at that
time. A finder's fee would only be payable upon completion of the proposed
acquisition or merger in the normal case, and management does not contemplate
any other arrangement at this time. Management has not actively undertaken a
search for, nor retention of, any finder's fee arrangement with any person. It
is possible that a potential merger or acquisition candidate would have its own
finder's fee arrangement, or other similar business brokerage or investment
banking arrangement, whereupon the terms may be governed by a pre-existing
contract; in such case, the Company may be limited in its ability to affect the
terms of compensation, but most likely the terms would be disclosed and subject
to approval pursuant to submission of the proposed transaction to a vote of the
Company's shareholders. Management cannot predict any other terms of a finder's
fee arrangement at this time. It would be unlikely that a finder's fee payable
to an affiliate of the Company would be proposed because of the potential
conflict of interest issues. If such a fee arrangement was proposed, independent
management and directors would negotiate the best terms available to the Company
so as not to compromise the fiduciary duties of the affiliate in the proposed
transaction, and the Company would require that the proposed arrangement would
be submitted to the shareholders for prior ratification in an appropriate
manner.
Management does not contemplate that the Company would acquire or merge
with a business entity in which any affiliates of the Company have an interest.
Any such related party transaction, however remote, would be submitted for
approval by an independent quorum of the Board of Directors and the proposed
transaction would be submitted to the shareholders for prior ratification in an
appropriate manner. None of the Company's managers, directors, or other
affiliated parties have had any contact, discussions, or other understandings
regarding any particular business opportunity at this time, regardless of any
potential conflict of interest issues. Accordingly, the potential conflict of
interest is merely a remote theoretical possibility at this time.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a
possible acquisition or merger, the Company will seek to have the transaction
ratified by shareholders in the appropriate manner. Most likely, this would
require a general or special shareholder's meeting called for such purpose,
wherein all shareholder's would be entitled to vote in person or by proxy. In
the notice of such a shareholder's meeting and proxy statement, the Company will
provide shareholders complete disclosure documentation concerning a potential
acquisition of merger candidate, including financial information about the
target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or
merger candidate, it is unable to evaluate the type and extent of its likely
competition. The Company is aware that there are several other public companies
with only nominal assets that are also searching for operating businesses and
other business opportunities as potential acquisition or merger candidates. The
Company will be in direct competition with these other public companies in its
search for business opportunities and, due to the Company's lack of funds, it
may be difficult to successfully compete with these other companies.
As of the date hereof, the Company does not have any employees and has
no plans for retaining employees until such time as the Company's business
warrants the expense, or until the Company successfully acquires or merges with
an operating business. The Company may find it necessary to periodically hire
part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business the
offices of its transfer agent located in Salt Lake City, Utah. Although the
Company has no written agreement and pays no rent for the use of this facility,
it is contemplated that at such future time as an acquisition or merger
transaction may be completed, the Company will secure commercial office space
from which it will conduct its business. Until such an acquisition or merger,
the Company lacks any basis for determining the kinds of office space or other
facilities necessary for its future business. The Company has no current plans
to secure such commercial office space. It is also possible that a merger or
acquisition candidate would have adequate existing facilities upon completion of
such a transaction, and the Company's principal offices may be transferred to
such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is
presently a development stage company seeking a potential acquisition of or
merger with a yet to be identified business opportunity. Reference is made to
the statements of income included herein in response to Part F/S of this Form
10-SB, for a report of the Company's operating history for the past two fiscal
years.
Item 2. Management's Discussion and Analysis or Plan of
Operation
The Company is considered a development stage company with no assets or
capital and with no operations or income since inception. The costs and expenses
associated with the preparation and filing of this registration statement and
other operations of the Company have been paid for by a shareholder and officer
of the Company, specifically David Collette (see Part I Item 4,"Security
Ownership of Certain Beneficial Owners and Management" and Part II Item 4,
"Recent Sales of Unregistered Securities"). It is anticipated that the Company
will require only nominal capital to maintain the corporate viability of the
Company and necessary funds will most likely be provided by the Company's
existing shareholders or its officers and directors in the immediate future.
However, unless the Company is able to facilitate an acquisition of or merger
with an operating business or is able to obtain significant outside financing,
there is substantial doubt about its ability to continue as a viable
corporation.
In the opinion of management, inflation has not and will not have a
material effect on the operations of the Company until such time as the Company
successfully completes an acquisition or merger. At that time, management will
evaluate the possible effects of inflation on the Company as it relates to its
business and operations following a successful acquisition or merger.
Plan of Operation
During the next twelve months, the Company will actively seek out and
investigate possible business opportunities with the intent to acquire or merge
with one or more business ventures. In its search for business opportunities,
management will follow the procedures outlined in Item I above. Because the
Company lacks finds, it may be necessary for the officers and directors to
either advance funds to the Company or to accrue expenses until such time as a
successful business consolidation can be made. Management intends to hold
expenses to a minimum and to obtain services on a contingency basis when
possible. Further, the Company's directors will defer any compensation until
such time as an acquisition or merger can be accomplished and will strive to
have the business opportunity provide their remuneration. However, if the
Company engages outside advisors or consultants in its search for business
opportunities, it may be necessary for the Company to attempt to raise
additional funds.
As of the date hereof, the Company has not made any arrangements or
definitive agreements to use outside advisors or consultants or to raise any
capital. In the event the Company does need to raise capital most likely the
only method available to the Company would be the private sale of its
securities. Because of the nature of the Company as a development stage company,
it is unlikely that it could make a public sale of securities or be able to
borrow any significant sum, from either a commercial or private lender. There
can be no assurance that the Company will be able to obtain additional funding
when and if needed, or that such funding, if available, can be obtained on terms
acceptable to the Company.
The Company does not intend to use any employees, with the possible
exception of part-time clerical assistance on an as-needed basis. Outside
advisors or consultants will be used only if they can be obtained for minimal
cost or on a deferred payment basis. Management is confident that it will be
able to operate in this manner and to continue its search for business
opportunities during the next twelve months.
Item 3. Description of Property
The information required by this Item 3 is not applicable to this Form
10-SB due to the fact that the Company does not own or control any material
property.
Item 4. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information, to the best knowledge of
the Company as of April 30, 2000, with respect to each person known by the
Company to own beneficially more than 5% of the Company's outstanding common
stock, each director of the Company and all directors and officers of the
Company as a group.
Name and Address Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
David Colette (Pres/Dir) 170,000 21.2%
2572 E. Bengal Blvd
Salt Lake City, Utah
Stefani Shaner (Sec/Dir) -0- 0.0%
2113 East 10095 South
Sandy, Utah 84092
Darwin Long * 40,000 5.0%
7805 Dolphin Circle
Salt Lake City, Utah 84121
Jackie Long * 16,000 2.0%
7805 Dolphin Circle
Salt Lake City, Utah 84121
Bonnie Ludwig * 32,000 4.0%
760 Rahas Rd. #10
Elko, Nv. 89801
Leland Ludwig * 32,000 4.0%
760 Rahas Rd. # 10
Elko, NV 89801
Allen Moore * 24,000 3.0%
3400 Monte Vista Dr.
Caser, WY 82601
Marguerite Moore * 24,000 3.0%
3400 Monte Vista Dr.
Casper, WY 82601
Gary Lee 48,000 6.0%
4700 South 900 East
Salt Lake City, Ut 84117
Noal Allred * 32,000 4.0%
1632 East 1350 South
Ogden, Utah 84404
Penny Allred * 10,000 1.2%
1632 East 1350 South
Ogden, Utah 84404
All officers and
directors as a group 170,000 21.19%
* Although individually not more than five per cent, the holdings of husband and
wife are aggregated under the SEC rules for the purposes of determining five per
cent holders.
Item 5
Directors, Executive Officers, Promoters and Control Persons
The Directors and Executive Officers of the Company are as follows:
Position
Name Age Title Held Since
David Colette 44 President and Director 9/5/98
Stefani Shaner 53 Secretary/Treasurer 11/10/98
And Director
All directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. There are no
agreements with respect to the election of directors. The Company has not
compensated its directors for service on the Board of Directors or any committee
thereof. As of the date hereof, no director has accrued any expenses or
compensation. Officers are appointed annually by the Board of Directors and each
executive officer serves at the discretion of the Board of Directors. The
Company does not have any standing committees at this time.
No director, Officer, affiliate or promoter of the Company has, within
the past five years, filed any bankruptcy petition, been convicted in or been
the subject of any pending criminal proceedings, or is any such person the
subject or any order, judgment or decree involving the violation of any state or
federal securities laws.
The business experience of each of the persons listed above during the
past five years is as follows:
David Colette: Director and President
Since 1995 Mr. Colette has been an self employed as a home and office remodel
specialist with an emphasis on the design and installation of cables for
computer networks and telephony systems and the creation of interior design CAD
drawing and layouts. From 1994 to 1995 he was the Director of Project Management
Consulting for Loring Cruz Design & Consulting.
Stefani Shaner: Director, Treasurer/Secretary
Since 1998, Mrs. Shaner has been employed in document control for Wicat Systems
inc., a airplane simulator manufacturer, in Lindon, Utah. While there she has
provided document control for CAE contracts delivering three different trainer
station configuration documentation CD's to customers. From 1995 to 1998, she
was a housewife. Prior to that Mrs. Shaner had over twenty years work experience
as a computer software technician with various entities.
Item 6. Executive Compensation
The Company has not had a bonus, profit sharing, or deferred
compensation plan for the benefit of its employees, officers or directors. The
Company has not paid any salaries or other compensation to its officers,
directors or employees for the years ended December 31, 1998 and 1999, nor at
any time during 2000. Further, the Company has not entered into an employment
agreement with any of its officers, directors or any other persons and no such
agreements are anticipated in the immediate future. It is intended that the
Company's directors will defer any compensation until such time as an
acquisition or merger can be accomplished and will strive to have the business
opportunity provide their remuneration. As of the date hereof, no person has
accrued any compensation from the Company.
Item 7. Certain Relationships and Related Transactions
In September of 1998, in a private transaction, the Company sold 20,000
shares each to David Collette and Lynn Noerring to cover in order to fund
certain expenses of the Company. In December of 1999, the Company sold 150,000
shares to David Colette to cover the costs of preparing and filing this
registration. Aside from those transactions, during the Company's last two
fiscal years, there have not been any transactions between the Company and any
officer, director, nominee for election as director, or any shareholder owning
greater than five percent (5%) of the Company's outstanding shares, nor any
member of the above referenced individuals' immediate family.
Item 8. Description of Securities
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock, Par Value
$0.001, of which 802,000 shares are issued and outstanding as of the date
hereof. All shares of common stock have equal rights and privileges with respect
to voting, liquidation and dividend rights. Each share of common stock entitles
the holder thereof to (i) one non-cumulative vote for each share held of record
on all matters submitted to a vote of the stockholders; (ii) to participate
equally and to receive any and all such dividends as may be declared by the
Board of Directors out of funds legally available therefor; and (iii) to
participate pro rata in any distribution of assets available for distribution
upon liquidation of the Company. Stockholders of the Company have no pre-emptive
rights to acquire additional shares of common stock or any other securities. The
common stock is not subject to redemption and carries no subscription or
conversion rights. All outstanding shares of common stock are fully paid and
non-assessable.
Preferred Stock
The Company does not have any preferred stock, authorized or issued.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters
No shares of the Company's common stock have previously been registered
with the Securities and Exchange Commission (the "Commission") or any state
securities agency or authority. The Company's shares are listed to be quoted on
the National Quotation Bureau's Pink Sheets ("Pink Sheets"). Inclusion on the
"Pink Sheets" permits price quotations for the Company's shares to be published
by such service.
The Company is not aware of any established trading market for its
common stock nor is there any record of any reported trades in the public market
in recent years. The Company's common stock has never traded in a public market.
The Company's common shares are subject to the provisions of Section
15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the
'Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g)
sets forth certain requirements for transactions in penny stocks and Rule
15g9(d)(1) incorporates the definition of penny stock as that used in Rule
3a5l-l of the Exchange Act. The Commission generally defines penny stock to be
any equity security that has a market price less than $5.00 per share, subject
to certain exceptions. Rule 3a5l-l provides that any equity security is
considered to be a penny stock unless that security is: registered and traded on
a national securities exchange meeting specified criteria set by the Commission;
authorized for quotation on The NASDAQ Stock Market; issued by a registered
investment company; excluded from the definition on the basis of price (at least
$5.00 per share) or the issuer's net tangible assets; or exempted from the
definition by the Commission. If the Company's shares are deemed to be a penny
stock, trading in the shares will be subject to additional sales practice
requirements on broker-dealers who sell penny stocks to persons other than
established customers and accredited investors, generally persons with assets in
excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together
with their spouse. For transactions covered by these rules, broker-dealers must
make a special suitability determination for the purchase of such securities and
must have received the purchaser's written consent to the transaction prior to
the purchase. Additionally, for any transaction involving a penny stock, unless
exempt, the rules require the delivery, prior to the first transaction, of a
risk disclosure document relating to the penny stock market. A broker-dealer
also must disclose the commissions payable to both the broker-dealer and the
registered representative, and current quotations for the securities. Finally,
monthly statements must be sent disclosing recent price information for the
penny stocks held in the account and information on the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker dealers to
trade and/or maintain a market in the Company's common stock and may affect the
ability of shareholders to sell their shares.
<PAGE>
As of April 30, 2000 there were 32 holders of record of the Company's
common stock. As of the date hereof, the Company has issued and outstanding
802,000 shares of common stock. Of this total, all shares, excepting those
issued to the in September of 1998 and in December of 1999, were issued in
transactions more than two years ago. (A forward 8-for-1 stock split occurred on
December 4, 1998, increasing the number of shares held by existing shareholders,
which is not deemed a "new" issuance.) Thus, all but 190,000 shares were issued
more than two years ago and may be sold or otherwise transferred without
restriction pursuant to the terms of Rule 144 ("Rule 144") of the Securities Act
of 1933, as amended (the "Act"), unless held by an affiliate or controlling
shareholder of the Company. These 190,000 shares were sold less than two years
ago and are what is cmmonly known as "restricted securities". As such they may
not be resold except pursuant to an effective registration statement or an
applicable exemption from registration. The remaining 517,500 shares are deemed
free from restrictions and may be sold and/or transferred without further
registration under the Act.
Transfer Agent & Dividend Policy
The Company has designated Interwest Transfer Company, Inc.,
1981 E. Murray Holliday Road, Holladay, Utah 84117, (801)
272-9294 its transfer agent.
The Company has not declared or paid cash dividends or made
distributions in the past, and the Company does not anticipate that it will pay
cash dividends or make distributions in the foreseeable future. The Company
currently intends to retain and reinvest future earnings, if any, to finance its
operations.
Item 2. Legal Proceedings
The Company is currently not a party to any material pending legal
proceedings and no such action by, or to the best of its knowledge, against the
Company has been threatened.
Item 3. Changes in and Disagreements with Accountants
Item 3 is not applicable to this Form 10-SB.
Item 4. Recent Sales of Unregistered Securities
In September of 1998, in a private transaction, the Company sold 20,000
shares each to David Collette and Lynn Noerring to cover in order to fund
certain expenses of the Company. In December of 1999, the Company sold 150,000
shares to David Colette to cover the costs of preparing and filing this
registration. The transaction is deemed exempt pursuant to Section 4(2) of the
Act.
All other issues of securities by the Company were made more than three
years ago.
Item 5. Indemnification of Directors and Officers
The Company's Articles and By-Laws provide for indemnification for
liability, including expenses incurred in connection with a claim of liability
arising from having been an officer or director of the Company for any action
alleged to have been taken or omitted by any such person acting as an officer or
director, not involving gross negligence or willful misconduct by such person.
Section 78.751 of the Nevada General Corporation Law allows the Company
to indemnify any person who was or is threatened to made party to any
threatened, pending, or completed action, suit or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust or other enterprise. The Company's By-Laws provide that such a person
shall be indemnified and held harmless to the fullest extent provided by Nevada
law.
PART F/S
Financial Statements and Supplementary Data
The Company's financial statements for the years ended December 31,
1999, 1998, and the period June 16, 1977 (date of inception) to December 31,
1999, have been examined to the extent indicated in the reports by Andersen
Andersen and Strong, L.C., Certified Public Accountants, and have been prepared
in accordance with generally accepted accounting principles and pursuant to
Regulation S-B as promulgated by the Securities and Exchange Commission and are
included herein, on the following eight (8) pages, in response to Part F/S of
this Form 10-SB.
<PAGE>
TURINCO, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
March 31, 2000 and December 31, 1999
<PAGE>
[LETTERHEAD ANDERSEN ANDERSEN & STRONG, L.C.]
CERTIFIED PUBLIC ACCOUNTANTS AND BUSINESS CONSULTANTS
Member SEC Proactice Section of the AICPA
941 East 3300 South
Suite 202
Salt Lake City, Utah 84106
Telephone 801-486-0096
Fax 801-486-0098
Board of Directors
Turinco, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheets of Turinco, Inc. (development
stage company) at March 31, 2000, and December 31, 1999 and the statements of
operations, stockholders' equity, and cash flows for the three months ended
March 31, 2000 and the years ended December 31, 1999 and 1998 and the period
June 16, 1977 (date of inception) to March 31, 2000. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Turinco, Inc. at March 31,
2000, and December 31, 1999, and the results of operations, and cash flows for
the three months ended March 31, 2000 and the years ended December 31, 1999, and
1998 and the period June 16, 1977 (date of inception) to March 31, 2000, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need working capital for any planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 4 . These financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
Andersen Andersen & Strong
Salt Lake City, Utah
May 5, 2000
F-1
<PAGE>
TURINCO, INC.
( Development Stage Company)
BALANCE SHEETS
March 31, 2000, and December 31, 1999
Mar 31, Dec 31,
2000 1999
---------- ---------
ASSETS
CURRENT ASSETS
Cash $ - $ -
---------- ---------
Total Current Assets $ - $ -
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,885 $ 685
---------- ---------
Total Current Liabilities 1,885 685
---------- ---------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized, at
$0.001 par value; 802,000 shares
issued and outstanding 802 802
Capital in excess of par value 76,298 76,298
Deficit accumulated during the
development stage (78,985) (77,785)
---------- ---------
Total Stockholders' Equity
(deficiency) (1,885) (685)
---------- ---------
The accompanying notes are an integral part of these
financial statements.
F-2
<PAGE>
TURINCO, INC.
( Development Stage Company)
STATEMENTS OF OPERATIONS
For the Three Months Ended March 31, 2000 and the Years
Ended December 31, 1999 and 1998 and the Period from
June 16, 1977 (Date of Inception) to March 31, 2000
<TABLE>
<CAPTION>
Jun 16, 1977
Mar 31 Dec 31 Dec 31 (Date of Inception) to
2000 1999 1998 Mar 31, 2000
-------- -------- ------- --------------
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES 1,200 8,285 5,000 78,985
-------- -------- ------- --------------
NET LOS $(1,200) $ (8,285) $ (5,000) $ (78,985)
======= ======== ======= ==============
NET LOSS PER COMMON
SHARE
Basic $ - $ (.012) $ (.01)
-------- -------- -------
AVERAGE OUTSTANDING
SHARES
Basic 802,000 664,500 652,000
-------- -------- -------
</TABLE>
The accompanying notes are an integral part of these
financial statements.
F-3
<PAGE>
TURINCO, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Period from June 16, 1977 (Date of Inception)
to March 31, 2000
<TABLE>
<CAPTION>
Common Stock Capital in
---------------- Excess of Accumulated
Shares Amount Par Value Deficit
---------- ---------- ------------- ---------------
<S> <C> <C> <C> <C>
Balance June 16, 1977 (date of inception) - $ - $ - $ -
Issuance of common stock for services 96,000 96 11,904 -
at $.125 - December 4, 1981
Issuance of common stock for cash 64,000 64 7,936 -
at $.125 - December 12, 1981
Net operating loss for the year ended
December 31, 1981 - - - (12,000)
Issuance of common stock for cash
at $.0625 - January 10, 1982 192,000 192 11,808 -
Issuance of common stock for cash
at $.125 - January 27, 1982 76,000 76 9,424 -
Issuance of common stock for cash
at $.125 - February 15, 1982 40,000 40 4,960 -
Issuance of common stock for cash
at $.125 - April 10, 1982 40,000 40 4,960 -
Issuance of common stock for cash
at $.125 - May 15, 1982 104,000 104 12,896 -
Net operating loss for year ended
December 31, 1982 - - - (52,500)
Issuance of common stock for cash
at $.125 - September 11, 1998 40,000 40 4,960 -
Net operating loss for the year ended
December 31, 1998 - - - (5,000)
</TABLE>
F-4
<PAGE>
TURINCO, INC.
( Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - continued
Period from June 16, 1977 (Date of Inception)
to March 31, 2000
<TABLE>
<CAPTION>
Common Stock Capital in
----------------- Excess of Accumulated
Shares Amount Par Value Deficit
--------- --------- ------------ ------------
<S> <C> <C> <C> <C>
Contributions to capital by related parties -
expenses - 1999 - $ - $ 100 $ -
Issuance of common stock for expenses
at $.05 - related parties -
December 10, 1999 150,000 150 7,350 -
Net operating loss for the year ended
December 31, 1999 - - - (8,285)
Balance December 31, 1999 802,000 802 76,298 (77,785)
Net operating loss for the three
months ended March 31, 2000 - - - (1,200)
Balance March 31, 2000 802,000 $ 802 $ 76,298 $ (78,985)
======= ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial
statements.
F-5
<PAGE>
TURINCO, INC.
( Development Stage Company)
STATEMENT OF CASH FLOWS
For the Three Months Ended March 31, 2000 and the Years
Ended December 31, 1999 and 1998 and the Period
from June 16, 1977 (Date of Inception) to March 31,
2000
<TABLE>
<CAPTION>
Jun 16, 1977
Mar 31 Dec 31 Dec 31 (Date of Inception)
2000 1999 1998 to Mar 31, 2000
------- -------- -------- --------------------
<S> <C> <C> <C> <C>
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss $ (1,200) $ (8,285) $ (5,000) $ (78,985)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Contributions to capital - 100 - 100
Issuance common stock for services - 7,500 - 19,500
and expenses
Change in accounts payable 1,200 685 - 1,885
Net Cash Used From Operations - - (5,000) (57,500)
------- -------- -------- --------------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - - -
------- -------- -------- --------------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common stock
- - 5,000 57,500
------- -------- -------- --------------------
Net Increase (Decrease) in Cash - - - -
Cash at Beginning of Period - - - -
------- -------- -------- --------------------
Cash at End of Period $ - $ - $ - $ -
======== ======== ======== ====================
SCHEDULE OF NON CASH OPERATING ACTIVITIES
Issuance of 96,000 common shares for services - 1981 $ 12,000
-------------------
Contributions to capital - expenses - 1999 100
-------------------
Issuance of 150,000 common shares for expenses - 1999 7,500
-------------------
The accompanying notes are an
integral part of these financial statements.
F-6
</TABLE>
<PAGE>
TURINCO, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on June 16,
1977 with authorized common stock of 100,000 shares with a par value of $0.25.
On October 16, 1998 the authorized capital stock was increased to 100,000,000
shares with a par value of $0.001.
On October 16, 1998 the Company completed a forward common stock split of eight
shares for each outstanding share. This report has been prepared showing after
stock split shares with a par value of $.001 from inception.
The Company is in the development stage and has been engaged in the activity of
seeking developmental mining properties however it became inactive after 1982.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
On March 31, 2000, the Company had a net operating loss carry forward of
$78,985. The tax benefit from the loss carry forward has been fully offset by a
valuation reserve because the use of the future tax benefit is undeterminable
since the Company has no operations. $64,500 of the net operating loss has
expired and the remaining amount will expire in 2021.
Basic and Diluted Net Income (Loss) Per Share
Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common shares
and common equivalent shares outstanding as if shares had been issued on the
exercise of the preferred share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.
Financial Instruments
The carrying amounts of financial instruments, including accounts payable are
considered by management to be their estimated fair values.
F-7
<PAGE>
TURINCO, INC.
( Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (Continued)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
Comprehensive Income
The Company adopted Statement of Financial Accounting Standards No. 130.
The adoption of this standard had no impact on the total stockholder's equity
on March 31, 2000.
Recent Accounting Pronouncements
The Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial statements.
3. RELATED PARTY TRANSACTIONS
The statement of changes in stockholder's equity shows 802,000 shares of common
stock outstanding of which 170,000 shares were issued to related parties.
4. GOING CONCERN
The Company will need additional working capital to be successful in its future
planned activity and to pay its liabilities therefore continuation of the
Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through additional equity funding, and
long term financing, which will enable the Company to operate for the coming
year.
F-8
<PAGE>
PART III
EXHIBIT INDEX
Exhibit
Number Description
--------------------------------
3(i) Articles of Incorporation
3(ii) Bylaws
4 Instruments defining rights of security holders, including
indentures.
None.
9 Voting Trust Agreement
None
10 Material Contracts
None
16 Letter re Change in Certifying Accountant
None
21 Subsidiaries of the Registrant
None
27 Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TURINCO, INC.
(Registrant)
By: /s/ David Colette
David Colette
President and Director
Dated: 23rd day of May, 2000.
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 23rd day of May, 2000.
/s/ David Colette
David Colette
Director and Chief Executive Officer
/s/ Stefani Shaner
Stefani Shaner
Director and Treasurer
Exhibit 3.1(i)
State of Nevada "FILED" Stamp]
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JUN 16 1977
WM. SWACKHAMER SECRETARY OF STATE
/S/ WM SWACKHAMER
NO 2632-77
ARTICLES OF INCORPORATION
OF
TURINCO, INC.
For the purpose of forming this corporation under the laws of the State
of Nevada, the undersigned incorporators hereby state:
ARTICLE FIRST
Name
The name of the corporation is:
Turinco, Inc.
ARTICLE SECOND
The purpose for which the corporation is formed are:
(a) To engage in any lawful business activity from time
to time authorized or approved by the board of
directors of this corporation;
(b) To act a principal, agent, partner or joint venturer
or in any other legal capacity in any transaction;
(c) To do business anywhere in the world; and
(d) To have and exercise all rights and powers from time
to time granted to a corporation by law.
The above purpose clauses shall not be limited by reference to or
inference from one another, but each purpose clause shall be construed as a
separate statement conferring independent purposes and powers upon the
corporation.
The duration of this corporation shall be perpetual.
<PAGE>
ARTICLE THIRD
Location
The county in the State of Nevada where the principal office for the
transaction of the business of the corporation is located is the County of
Clark, and the address of the principal office is; 3890 South Swenson, Suite
100, Las Vegas, Nevada 89109
ARTICLE FOURTH
Directors
The number of directors of the corporation is three until changed by an
amendment of these Articles of Incorporation or a by-law duly adopted by the
shareholders of the corporation.
ARTICLE FIFTH
Names of First Directors and Incorporators
The names and addresses of the persons who are appointed to act as
first directors of the corporation, who are also the incorporators, are:
Joseph R. Laird, Jr.
3890 South Swenson, Suite 100
Las Vegas, Nevada 89109
Kenneth J. Fisher
3890 South Swenson, Suite 100
Las Vegas, Nevada 89109
Patricia J. Laird
3890 South Swenson, Suite 100
Las Vegas, Nevada 89109
ARTICLE SIXTH
Stock
The corporation is authorized to issue only one class of stock, which
shall be designated Capital Stock.
-2-
<PAGE>
The total number of shares of Capital Stock that the corporation is
authorized to issue is 100,000 shares. The aggregate par value of all of said
shares is $25,000.00, and the par value of each such share is $0.25.
IN WITNESS WHEREOF, the undersigned incorporators, who are also the
first directors of the corporation, have executed these Articles of
Incorporation on June 7, 1977.
/s/ Joseph R. Laird, Jr.
--------------------------------
Joseph R. Laird, Jr.
/s/ Kenneth J. Fisher
--------------------------------
Kenneth J. Fisher
/s/ Patricia J. Laird
---------------------------------
Patricia J. Laird
-3-
<PAGE>
STATE OF CALIFORNIA )
) SS
COUNTY OF LOS ANGELES )
On this 7th day of June, 1977, before me, the undersigned, a Notary
Public in and for the said County and State, residing therein, duly commissioned
and sworn, personally appeared Joseph R. Laird, Jr., Kenneth J. Fisher, and
Patricia J. Laird, known to me to be the persons whose names are subscribed to
the within Articles of Incorporation, and acknowledged to me that they executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
[NOTARY SEAL] /s/ K. Edward Smith
-------------------
Notary Public
<PAGE>
ARTICLES OF INCORPORATION
OF
TURINCO, INC.
FILED AT THE REQUEST OF
Joseph R. Laird, Jr.
Law Offices
16055 Venturea Blvd.
Suite 625
Encino, California 91436
June 16, 1977
/s/ Wm D. Swackhamer,
WM. D. SWACKHAMER, SECRETARY OF STATE
--------------------------------
(BY) DEPUTY SECRETARY OF STATE
NO 2632-77
FILING FEE $ 25.00
-----
[Graphic Omitted]
State of Nevada
"FILED" Stamp
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
TURINCO, INC.
We the undersigned, David Colette, President and Vicki Riche, Secretary of
Turinco, Inc., do hereby certify: That the Board of Directors of said
corporation at a meeting duly convened, held on the 16th October, 1998 adopted a
resolution to amend the original articles as follows:
Article IV which presently reads as follows:
ARTICLE FOUR
Directors
The number of directors f the corporation is three until changed by an
amendment of these Articles of Incorporation or a by-law duly adopted by the
shareholders of the corporation.
Is hereby amended to read as follows:
ARTICLE FOUR
DIRECTORS
The Directors are hereby granted the authority to do any act on behalf
of the Corporation as may be allowed by law. Any action taken in good faith,
shall be deemed appropriate and in each instances where the Articles of
Incorporation so authorized, such action by the Directors, shall be deemed to
exist in these Articles and the authority granted by said Act shall be imputed
hereto without the same specifically having been enumerated herein. The Board of
Directors may consist of from one (1) to nine (9) directors, as determined from
time to time, by the then existing Board of Directors.
ARTICLE VI which presently reads as follows:
ARTICLE SIX
STOCK
The corporation is authorized to issue only one class of stock, which
shall be designated Capital Stock. The total number of shares of Capital Stock
that the corporation is authorized to issue is 100,000 shares, The aggregate par
value of all of said shares is $25,0000.00 and the par of such share is $0.25.
Is hereby amended to read as follows:
ARTICLE SIX
AUTHORIZED CAPITAL STOCK
The total authorized capital stock of the Corporation is 100,000,000
share of Common Stock, with a par value of $0.001 (1 mil). All stock when issued
shall be deemed fully paid and non-assessable. No cumulative voting on any
matter to which Stockholders shall be entitled to vote, shall be allowed for any
purpose. The authorized stock of this corporation may be issued at such time,
upon such terms and conditions and for such consideration as the Board of
Directors shall, from time to time determine. Shareholders shall not have
preemptive rights to acquire unissued shares of the stock of this Corporation.
THE FOLLOWING NEW ARTICLES ARE HEREBY ADOPTED
ARTICLE NINE
COMMON DIRECTORS
As provided by Nevada Revised Status 78.140, without repeating the
section in full here, the same is adopted and no contact or other transaction
between this Corporation and any of its officers, agents or directors shall be
deemed void or voidable solely for that reason. The balance of the provision of
this code section cited as it now exists, allowing such transactions, is hereby
interpreted to provide the greatest latitude in its application.
ARTICLE TEN
LIABILITY OF DIRECTORS AND OFFICERS
No Director Officer or Agent, to include counsel, shall be personally
liable to the Corporation or its Stockholders for monetary damage for any breach
or alleged breach of fiduciary or professional duty by such person acting in
such capacity, It shall be presumed that in accepting the position as an
Officer, Director, Agent or Counsel, said individual relied upon and acted in
reliance upon the terms and protections provided for by this Article.
Notwithstanding the foregoing sentences, a person specially covered by this
Article, shall be liable to the extent provided by applicable law, for acts or
omission which involve intentional misconduct, fraud or a knowing violation of
law, or for the payment of dividends in violation of NRS 78.300.
ARTICLE FOURTEEN
ELECTION REGARDING NRS 78.378 - 78.3793 AND 78.411 - 78.444
This corporation shall NOT be governed by nor shall the provisions of
NRS 78.378 through and including 78.3793 and NRS 78.411 through and including
78.444 in any way whatsoever affect the management, operation or be applied in
this Corporation. This Article may only be amended by a majority vote of not
less than 90% of the then issued and outstanding share of the Corporation. A
quorum of outstanding shares for voting on an Amendment to this article shall
not be met unless 95% or more of the issued and outstanding shares are present
at a properly called and notices meeting of the Stockholders. The super-majority
set-forth in this Article only applies to any attempted amendment to this
Article.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 652,000; that the said
change(s) and amendments have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
/s/ David Colette
- --------------------------------------------
/s/ John Riche
- --------------------------------------------
/s/ Lynn Noerring
- --------------------------------------------
State of Utah
County of Salt Lake
On November 9, 1998, personally appeared before me, a Notary Public, David
Colette, JM Riche and Lynn Noerring who acknowledged that they executed the
above instrument.
[Notary Seal} /s/ Jackie Long
-------------------------------
Notary Public
EXHIBIT 3.2(ii)
BY-LAWS
OF
TURINCO, INC.
ARTICLE I - OFFICE
The principal office of the corporation in the State of Utah shall be
located in the residence of the President, County of Salt Lake. 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 - STOCKHOLDERS
1. ANNUAL MEETING
The annual meeting of the stockholders shall be held on the 16th day of
October. In each year, beginning with the year 1998 at the hour 11:30 o'clock am
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday such meeting shall be held on the next succeeding
business day.
2. SPECIAL MEETINGS
Special meetings of the stockholders, for any purpose or purposes, unless
otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president at the request of the holders of
not less than 45 percent of all the outstanding shares of the corporation
entitles to vote at the meeting.
3. PLACE OF MEETING
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.
4. NOTICE OF MEETING
<PAGE>
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 45 days
before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such 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.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF 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
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, 5 days. If the stock transfer books shall be closed for the purpose
of determining stockholders entitled to notice of or to vote at the a meeting of
stockholders, such books shall be closed for at least 3 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 any such
determination of stockholders, such date in any case to be not more than 5 days
and, in case of a meeting of stockholders, not less than 3 days prior to the
date on which the particular action requiring such determination of stockholders
is to be taken. If the stock transfer books are not closed and no record date is
fixed for the 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 the record date for such determination shall apply to any
adjournment thereof.
6. VOTING LISTS
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least 3 days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of 5
days prior to such meeting, shall be kept on file at the principal office of the
corporation 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
evident as to who are the stockholders entitled to examine such list or transfer
books or to vote at the meeting of stockholders.
7. QUORUM
At any meeting of stockholders 80% of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting
<PAGE>
of stockholders. If less than said number of the outstanding shares are
represented at a meeting, a majority of the 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 as 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.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duty authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
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 stockholders. 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 this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
<PAGE>
ARTICLE III - BOARD OF DIRECTORS
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.
2. NUMBER TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be one to nine (1-9).
Each director shall hold office until the annual meeting of stockholders and
until his successor shall have been elected and qualified.
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
the holding of additional regular meetings without other notice than such
resolution.
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.
5. NOTICE,
Notice of any special meeting shall be given at least 10 days
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. If notice be given by telegram, such notice shall
be deemed to be delivered when the telegram is delivered to the telegraph
company. 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.
6. QUORUM
At any meeting of the directors two 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.
7. MANNER OF ACTING.
<PAGE>
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.
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 a 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.
9. REMOVAL OF 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.
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.
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.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent to such
action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of the board.
<PAGE>
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a vice-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.
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.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
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.
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
signing and execution thereof shall be expressly delegated by 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.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death inability or
refusal to act, the vice-president 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 vice-president shall perform such other
duties as from time to time may be assigned to him by the President or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders and of the
directors, meetings in
<PAGE>
one or more books provided for that purpose, see that all notices are duly given
in accordance with the provisions of these bylaws 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 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.
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.
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 the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
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.
2. LOANS.
No loan 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.
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.
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited
from time to time
<PAGE>
to the credit of the corporation in such banks, trust companies or other
depositories as the directors may select.
ARTICLE VI -- CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES,
Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors. Such certificates shall be signed
by the president and by the secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, the
number of shares and date of issue, shall be entered on the stock transfer book
of the corporation. All certificates surrendered to the corporation for transfer
shall be canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
canceled, except that in case of a lost destroyed or mutilated certificate a new
one may be issued therefor upon such terms and indemnity to the corporation as
the directors may prescribe.
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duty endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to of interest in such share on the part
of any other person whether or not it shall have express or other notice thereof
except as expressly provided by the laws of this state.
<PAGE>
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of
January in each year.
ARTICLE VIII - 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 IX - SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X - 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 XI - 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.
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