<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
DEL CERRO ENTERPRISES, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 88-0453649
- ------------------------------- ----------------
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
3428 TROPHY DRIVE, LA MESA, CA 91941
- --------------------------------------- ----------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(619) 692-2141
- ---------------------------
(ISSUER'S TELEPHONE NUMBER)
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
- -------------------------------- ----------------------------------
- -------------------------------- ----------------------------------
SECURITIES TO BE REGISTERED UNDER SECTION 12(g) OF THE ACT:
Common Stock - .001 Par Value
-----------------------------
(TITLE OF CLASS)
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PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
Form And Year Of Organization
Del Cerro Enterprises, Inc. was incorporated in Nevada on March 10, 1999 for the
purpose of developing a high performance driving school in conjunction with
annual nationwide open road races. During March 1999, the Company received its
initial funding through the sale of common stock to investors. From inception
until March 2000, the Company had no material operating activities.
Any Bankruptcy, Receivership, Or Similar Proceeding
There have been no bankruptcy, receivership or similar proceedings.
Any Material Reclassification, Merger, Consolidation, Or Purchase Or Sale Of A
Significant Amount Of Assets Not In The Ordinary Course Of Business
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
BUSINESS OF THE COMPANY
Principal Products Or Services And Their Markets
The Company intends to offer high speed driving courses at local road racing
facilities in conjunction with established open road races. The extensive
instruction will include a structured curriculum of classroom and track sessions
that will provide an understanding of the fundamentals of road racing. Classroom
sessions will emphasize techniques, racing lines, equipment preparation,
technical inspections and safety procedures. For those participating in the open
road races, sessions will also be offered to cover timing, driver/navigator team
participation, pre-run videos and detailed course notes. Track time will be an
intensive series of slalom, braking and downshifting exercises that give the
participant the opportunity to utilize the techniques and skills discussed in
the classroom in a systematic and controlled environment. Additional track time
will allow the instructor to critique the racer's skill application in a series
of lapping sessions at progressively higher speeds, utilizing radio
communication between instructor and student.
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The Company will initially focus on the participants in the three established
open road races organized by Rodger Ward's Classic Auto Racing Society:
Big Bend Open Road Race
US Highway 285, Fort Stockton - Sanderson - Ft. Stockton, Texas. 120
mile "boomerang" event held each April.
Gambler's Run Twin 50's
Nevada State Route 225, Elko - Wild Horse - Elko, Nevada. 100 mile
"boomerang" event held each June.
Pony Express Open Road Race
Nevada State Route 305, Battle Mountain - Austin, Nevada. 84 mile event
held each September.
Open Road Races are conducted on a section of State or Federal Highway,
generally 50 miles or more in length. The participants race the entire distance
at a target speed that they have qualified for based upon the tech speed of
their vehicle. The cars are started in a staggered format with the faster cars
starting first at two to three minute intervals. There is virtually no passing
and no wheel to wheel competition. Participants are required to show proof of
completion of an approved high speed driving course. Awards are given to
participants who come closest to averaging their target speed. Speed divisions
are differentiated by vehicle safety equipment and driver's racing experience -
Touring: 95-110mph, Grand Touring: 115-130mph, Grand Sport: 135-160mph, Super
Sport: 170-180mph, and Unlimited: 180+ mph.
Utilizing Management's experience in and knowledge of the motorsport industry,
the Company will conduct multi-day courses at a selection of the more than 25
road courses located in the states surrounding the open road races. These
include:
<TABLE>
<S> <C> <C>
Arizona
Firebird Intl. Raceway Chandler 1.6 mile
Phoenix Intl. Raceway Mesa 1.51 mile
California
Holtville Raceway Holtville 1.43 mile
Buttonwillow Raceway Buttonwillow 3 mile
Laguna Seca Monterey 2.24 mile
Sears Point Raceway Sonoma 2.52 mile
Willow Springs Motorsports Park Rosamond 2.5 mile
Colorado
Pueblo Motorsports Park Pueblo 2.2 mile
Aspen Sports Car Club Woody Creek 1.1 mile
LaJunta Raceway LaJunta 1.6 mile
Mountain View Motor Sport Park Mead 1.8 mile
</TABLE>
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<TABLE>
<S> <C> <C>
Pikes Peak Intl Raceway Fountain 1.3 mile
Second Creek Raceway Denver 1.7 mile
Nevada
Las Vegas Motor Speedway Las Vegas 2.5 mile
Reno-Fernley Raceway Fernley 15 mile
Texas
Cabaniss N.A.S. Corpus Cristi 2.6 mile
Texas Motor Speedway Fort Worth 2.5 mile
Texas World Speedway College Stn. 3.1 mile
Abilene Municipal Airport Abilene 1.7 mile
Oak Hill Raceway Henderson 1.8 mile
</TABLE>
Additional courses for those not participating in the open road races will also
be offered. These will include High Performance Driving - a course combining
advanced street driving skills with techniques refined through years on the
racetrack; Highway Survival Training - emphasizing defensive driving skills and
elements of car control such as accident avoidance, skid control and high-speed
braking; and Teenage Defensive Driving - teaching teens skills such as accident
avoidance, skid control, advanced braking and ABS techniques.
Auto Racing is the nation's fastest-growing spectator and TV sport, with an
attendance rising 11.4% annually over the past five years. According to a 1998
study conducted by Performance Research of Newport, RI, auto racing fans are the
most loyal of any sports fans to sponsor products and industry related
businesses. 78% of NASCAR fans and 68% of IndyCar fans claim they "almost
always" purchase a sponsor's product over a non-sponsor's product. Corporate
sponsorships for auto racing and race related businesses increased 9% in 1997
and is expected to continue at a growth rate of 5% - 10% annually. The study
shows the demographics of the auto racing audience to be:
<TABLE>
<CAPTION>
NASCAR INDYCAR
<S> <C> <C>
Median Age 25-44 21-44
Gender 60% Male / 40% Female 69% Male / 31% Female
Marital Status 76% Married 71% Married
Median Income 38K - 49K 40K - 51K
Own 2 or more vehicles 86% 92%
Own 3 or more vehicles 61% 69%
</TABLE>
The Company's business plan proposes to utilize its founders' backgrounds to
develop its racing school. The business plan requires the Company during the
first six months to raise capital of $2,500,000 through the sale of common stock
in a private placement. After raising the projected capital, the Company has a
planned budget for months seven through twelve of $957,000 for development of
its school to include $215,000 for five track vehicles and one pre-run van,
$240,000 for one equipment hauler, $80,000 for two full-time instructors,
$30,000 for temporary track personnel, $180,000 for facility rentals - including
insurance and safety personnel, $25,000 for one marketing manager, $17,000 for
one office staff assistant, $25,000 for purchase of computers and
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fixed assets, $75,000 for advertising, $20,000 for travel expenses, and $50,000
for rent and other operating expenses.
Distribution Methods Of Products Or Services
For the first two years of its business plan, the Company will advertise its
driving school through it's Directors' web site, www.openroadracing.com. In
addition, the Company will advertise in publications, such as AutoWeek,
AutoRacingDigest, and Grassroots Motorsports, maintain links on Internet web
pages such as racingschools.com, TheRaceNet.com, and RacingPress.com. Ads in
local newspapers and track publications surrounding the open road races will be
placed prior to each event. Sponsorships for drivers in local events will also
be considered.
Status Of Any Publicly Announced New Product Or Service
The Company has no new product or service planned or announced to the public.
Competitive Business Conditions And The Small Business Issuer's Competitive
Position In The Industry And Methods Of Competition
The size and financial strength of the Company's primary competitors, The
Bondurant School, Richard Petty Driving Experience and Skip Barber Racing School
are substantially greater than those of the Company. In examining major
competitors, Management has concluded none offer a driving school in conjunction
with a competitive open road race. The Bondurant and Barber racing schools
target the amateur and professional race car driver seeking to improve specific
areas of their driving and racing techniques. The Petty Driving Experience
targets racing enthusiasts with programs designed to provide them the
opportunity to drive a race car in a controlled environment. However, the
Company's competitors have longer operating histories, larger customer bases,
and greater brand recognition than the Company. Management is not aware of any
significant barriers to the Company's entry into the motorsport market, however,
the Company at this time has no market share of this market.
Sources And Availability Of Raw Materials And The Names Of Principal Suppliers
Management will rely on their combined experience and knowledge in the auto
racing business to arrange for the acquisition of vehicles for the racing
school. The Company will utilize road race chassis builders to design and
assemble its vehicles and purchase engines from motorsport engine builders to be
installed in the cars. While the Company has no current contracts with chassis
or engine builders, Management is aware of chassis builders such as Neely
Motorsports, Hutcherson- Pagan Enterprises and S&W Race Cars, and engine
builders such as Gustaf Engine & Machine, Draime Racing Engines and Skip Govia
Motorsports, Inc. Miscellaneous parts and safety equipment are available from
many suppliers such as Trac Dynamics, Simpson Racing, BSR Products and Port City
Racing. Management is also aware of opportunities to purchase turn-key vehicles
from professional race teams at auctions held annually throughout the U.S. and
will consider the most cost-efficient means for the acquisition of the vehicles
while meeting all safety specifications. The Company will enter into agreements
with chassis and engine builders per its
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business plan after raising capital during the first six months of its plan.
Dependence On One Or A Few Major Customers
The Company will not depend on any one or a few major customers. The Company's
target market is the millions of auto racing fans in the U.S. There are
currently 1,585 race tracks located in the United States, 286 of those located
in the states surrounding the road races organized by the Company's Directors.
"Auto Racing is the fastest growing sport in America today, the economics of the
motor-sports industry are very, very attractive". (Raymond James & Assoc.,
Investment Analysts) "Speed Sells... Auto Racing is America's new Favorite sport
and it's hottest new marketing vehicle. Over nine million people attended NASCAR
events alone in 1998, with over 2 billion tickets sold for auto racing events
worldwide. Attendance is up 63% since 1990, and retail revenues are expected to
exceed $1 billion this year, up from only $80 million in 1990." (Fortune
Magazine 4/12/99). A typical Open Road Formula One race is watched by a European
television audience of 310 million. U.S. promoters are building the American
audience for road racing by bringing top European racers to the U.S. (www.
businessweek.com/1997/32/b3539109.htm).
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements Or
Labor Contracts, Including Duration
The Company has no current plans for any registrations such as patents,
trademarks, copyrights, franchises, concessions, royalty agreements or labor
contracts. When the Company has sufficient funding, management will seek legal
council to determine if any such registrations would be in its best interests.
Need For Government Approval Of Principal Products Or Services
The Company is not required to apply for or have any government approval for its
products or services. Open Road Races are organized with State or Federal
Highway officials allowing promoters to shut down a designated section of
highway for a period of 8 to 10 hours. Drivers participating in the school will
be required to show a valid state, military or international driver's license.
Effect Of Existing Or Probable Governmental Regulations On The Business
The Company's business is not subject to material regulation by federal
governmental agencies. The Company will be required to meet all state and local
safety standards for the vehicles used in its driving schools. Management
personnel are familiar with all state and local safety requirements based on
their experience operating open road racing events.
Estimate Of The Amount Spent During Each Of The Last Two Fiscal Years On
Research And Development Activities, And If Applicable The Extent To Which The
Cost Of Such Activities Are Borne Directly By Customers
The Company has not expended funds for research and development costs since
inception.
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Costs And Effects Of Compliance With Environmental Laws
The Company has not expended any funds for compliance with environmental laws
and does not anticipate its business plan will encompass any such compliance
requirements.
Number Of Total Employees And Number of Full Time Employees
The Company's only current employees are its two officers who will devote as
much time as the board of directors determines is necessary to manage the
affairs of the Company. The officers intend to work on a full time basis when
the Company raises capital per its business plan. The Company's business plan
calls for hiring four new employees during the next twelve months.
Reports To Security Holders
The Company's bylaws do not require the Company to deliver an annual report to
its shareholders, and the Company has not provided an annual report to its
shareholders in the past. The Company is voluntarily filing this Form 10-SB in
order to make its financial information equally available to any interested
parties or investors. The Company will be subject to the disclosure rules of
Regulation S-B for a small business issuer under the Securities Act of 1933 and
the Securities Exchange Act of 1934. The Company anticipates it will become
subject to disclosure filing requirements effective sixty days after the date
the Securities and Exchange Commission accepts its original Form 10-SB filing,
and, after that date, will be required to file Form 10-KSB annually and Form
10-QSB quarterly. In addition, the Company will be required to file Form 8 and
other proxy and information statements from time to time as required.
The public may read and copy any materials the Company files with the Securities
and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450
Fifth Street, N. W., Washington D. C. 20549. The public may obtain information
on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with SEC.
Risks
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur.
Despite Management's belief that the Company can effectively compete because of
its courses being offered in conjunction with existing open road race events,
the Company's ability to succeed will depend upon a number of factors, including
its ability to secure funding through a private placement, hire instructors,
coordinate rental of track facilities, and convince participants to utilize the
driving school in order to maintain ongoing sales.
The Company's long-term viability is substantially dependent upon market
acceptance. The
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potential lack of acceptance by purchasers of the Company's racing programs
could have a material adverse effect upon the Company's business, financial
condition, operating results and cash flows.
The Company's performance and future operating results are substantially
dependent on the continued service and performance of its current Management.
The Company intends to hire a relatively small number of drivers and marketing
personnel in the next year. Competition for such personnel is intense, and there
can be no assurance that the Company will be able to retain its essential
employees or that it will be able to attract or retain highly-qualified drivers
and managerial personnel in the future. The loss of the services of any of the
Company's current Management or other key employees or the inability to attract
and retain the necessary drivers and marketing personnel could have a material
adverse effect upon the Company's business, financial condition, operating
results and cash flows.
The current officers, Mr. Ward and Mrs. Ward, are the sole officers and
directors of the company and have control in directing the activities of the
company. They are involved in other business activities and may, in the future,
become involved in additional business opportunities. If a specific business
opportunity becomes available, the officers and directors of the company may
face a conflict of interest. The Company has not formulated a plan to resolve
any conflicts that may arise. While the Company and its sole officers and
directors have not formally adopted a plan to resolve any potential or actual
conflicts of interest that exist or that may arise, they have verbally agreed to
limit their roles in all other business activities to roles of passive investors
and devote full time services to the Company after the Company raises capital of
$2,500,000 through the sale of securities through a private placement and is
able to provide officers' salaries per its business plan.
While Management believes its estimates of projected occurrences and events are
within the timetable of its business plan, there can be no guarantees or
assurances that the results anticipated will occur. Investors in the Company
should be particularly aware of the inherent risks associated with the Company's
planned motorsport business. These risks include a lack of a proven market for
the Company's school, lack of equity funding, and the size of the Company
compared to the size of its competitors. Although Management intends to
implement its business plan through the foreseeable future and will do its best
to mitigate the risks associated with its business plan, there can be no
assurance that such efforts will be successful. Management has no liquidation
plans should the Company be unable to receive funding. Should the Company be
unable to implement its business plan, Management would investigate all options
available to retain value for the shareholders. Among the options that would be
considered are: acquisition of a product or technology, or a merger or
acquisition of another business entity that has revenue and/or long-term growth
potential. However, there are no pending arrangements, understandings or
agreements with outside parties for acquisitions, mergers or any other material
transactions.
Year 2000 Disclosure
During the last five years, almost all users of computers in public and business
applications were made aware that time-sensitive software might cause their
computer systems to recognize a date using "00" as the year 1900 rather than the
year 2000. Computer users were concerned that this software date problem might
result in system failures or miscalculations causing disruption of normal
business activities, primarily in the first weeks of 2000.
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The Company's business plan directs the purchase of computer equipment and
software during the fourth quarter of 2000. The Company's Management has
hands-on familiarity with all of the software that will be utilized in its
business plan and has experienced no Year 2000 related systems problems as of
the date of this filing. Management has discussed Year 2000 computer systems
issues with proposed goods and services suppliers for the Company's business
plan and they have confirmed their computer related systems are already Year
2000 compatible.
Therefore, Management has made no Year 2000 compliance plans, other than to plan
purchases of computer systems and software which are already Year 2000
compatible. Management has no Year 2000 contingency plans and does not intend to
prepare future contingency plans related to Year 2000 compliance worst case
scenarios. Management reasonably anticipates that the Company will experience no
adverse operational or cash flow effect from Year 2000 computer related software
problems.
ITEM 2
PLAN OF OPERATION
The Company's current cash balance is $4,390. Management believes the current
cash balance is sufficient to fund the current minimum level of operations
through December 2000, however, in order to advance the Company's business plan
the Company must raise capital through the sale of equity securities. To date,
the Company has sold $5,900 in equity securities and used approximately $1,510
for audit and bank fees. Sales of the Company's equity securities have allowed
the Company to maintain a positive cash flow balance.
The Company's two year business plan encompasses the following steps to
implement its goals: during months one through six raise capital of $2,500,000
through the sale of common stock in a private placement; during months seven
through twelve budget $957,000 for development of its school to include $215,000
for five track vehicles and one pre-run van, $240,000 for one equipment hauler,
$80,000 for two full-time instructors, $30,000 for temporary track personnel,
$180,000 for facility rentals - including insurance and safety personnel,
$25,000 for one marketing manager, $17,000 for one office staff assistant,
$25,000 for purchase of computers and fixed assets, $75,000 for advertising,
$20,000 for travel expenses, and $50,000 for rent and other operating expenses.
The Company will only be able to advance its business plan after it receives
capital funding through the sale of equity securities. After raising capital,
Management intends to hire employees, rent commercial space in La Mesa,
California, purchase furniture and equipment, and begin development of its
operations. The Company intends to use its equity capital to fund the Company's
business plan during the next twelve months as cash flow from sales is not
estimated to begin until year two of its business plan. The Company will face
considerable risk in each of its business plan steps, such as difficulty of
hiring competent personnel within its budget, difficulty in securing track
facility rental, and a shortfall of funding due to the Company's inability to
raise capital in the equity securities market. If no funding is received during
the next twelve months, the Company will be forced to rely on its existing cash
in the bank and funds loaned by the directors and officers. The Company's
officers and directors have no formal commitments or arrangements to advance or
loan funds to the Company. In such a restricted cash flow scenario, the Company
would be unable to complete its business plan steps, and would, instead, delay
all cash intensive activities. Without necessary cash flow, the Company may be
dormant during the next twelve months, or until such time as necessary funds
could be raised in the equity securities market.
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There are no current plans for additional product research and development. The
Company plans to purchase approximately $25,000 in furniture, computers, and
software during the next twelve months from proceeds of its equity security
sales. The Company's business plan provides for an increase of four employees
during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
The Company's principal executive office address is 3428 Trophy Drive, La Mesa,
CA 91941. The principal executive office and telephone number are provided by an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes. Management considers the Company's current principal office
space arrangement adequate until such time as the Company achieves its business
plan goal of raising capital of $2,500,000 and then begins hiring new employees
per its business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the Company's
voting securities by Officers, Directors and major shareholders as well as those
who own beneficially more than five percent of the Company's common stock
through the most current date - April 30, 2000:
<TABLE>
<CAPTION>
Title Of Name & Amount & Percent
Class Address Nature of owner Owned
- -------- ------- --------------- -------
<S> <C> <C> <C>
Common Rodger Ward 2,130,000 (a) 25%
3428 Trophy Drive
La Mesa, CA 91941
Common Sherrie Ward 2,130,000 (b) 25%
3428 Trophy Drive
La Mesa, CA 91941
Total Shares Owned by Officers & Directors
As a Group 4,260,000 50%
</TABLE>
(A) Mr. Ward received for administrative services 30,000 shares of the Company's
common stock on March 12, 1999. 2,100,000 shares of the Company's common
stock were issued to him per a 71 for 1 forward stock split on March 15,
2000.
(B) Mrs. Ward received for administrative services 30,000 shares of the
Company's common stock on March 12, 1999. 2,100,000 shares of the Company's
common stock were issued to her per a 71 for 1 forward stock split on March
15, 2000.
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ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Directors and Officers of the Company, all of those whose one year terms
will expire 3/31/01, or at such a time as their successors shall be elected and
qualified are as follows:
<TABLE>
<CAPTION>
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
<S> <C> <C> <C> <C>
Rodger Ward 79 President, 3/15/99 3/31/01
3428 Trophy Drive Treasurer,
La Mesa, CA 91941 Director
Sherrie Ward 49 Secretary, 3/15/99 3/31/01
3428 Trophy Drive Director
La Mesa, CA 91941
</TABLE>
Each of the foregoing persons may be deemed a "promoter" of the Company, as that
term is defined in the rules and regulations promulgated under the Securities
and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the Board of Directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
No Executive Officer or Director of the Corporation has been the subject of any
Order, Judgement, or Decree of any Court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring suspending or
otherwise limiting him from acting as an investment advisor, underwriter, broker
or dealer in the securities industry, or as an affiliated person, director or
employee of an investment company, bank, savings and loan association, or
insurance company or from engaging in or continuing any conduct or practice in
connection with any such activity or in connection with the purchase or sale of
any securities.
No Executive Officer or Director of the Corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No Executive Officer or Director of the Corporation is the subject of any
pending legal proceedings.
Resumes
Rodger Ward, President, Treasurer & Director
<TABLE>
<S> <C>
1995 - Current President, Classic Auto Racing Society, El Cajon, California. Company
specializes in staging open road competition races in various states.
Responsible for staff and safety personnel training, public relations,
marketing, technical rule enforcement, technical inspection personnel
training, course design and selection.
1980 - Current Racing Analyst, Speaker
</TABLE>
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<TABLE>
<S> <C>
1979 - 1984 Director of Special Events, Circus Circus Hotel & Casino, Las Vegas, NV
Manager, Circus Circus Unlimited Hydroplane Racing Team
1975 - 1978 Owner/Promoter, Owasso Motor Speedway, Michigan
1969 - 1972 Director of Public Relations, Ontario Motor Speedway, California
Indianapolis 500 Champion 1959 & 1962
USAC National Champion 1959 & 1962
</TABLE>
Sherrie Ward, Secretary & Director
<TABLE>
<S> <C>
1994 - Current Secretary, Treasurer, Classic Auto Society, El Cajon, California.
Company specializes in staging open road competition races in various
states. Responsible for licensing, state and local permits, pre event
planning and setup, administration, accounting, contract preparation,
television broadcasting negotiations, event scheduling, sponsorships,
and daily operations management.
</TABLE>
ITEM 6
EXECUTIVE COMPENSATION
The company's current officers receive no compensation.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Other
Name & annual Restricted LTIP All other
principle Salary Bonus compen- stock Options Payouts compen-
position Year ($) ($) sation ($) awards ($) SARs ($) sation ($)
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
R Ward 1999 -0- -0- -0- 3,000 -0- -0- -0-
President
S Ward 1999 -0- -0- -0- 3,000 -0- -0- -0-
Director
</TABLE>
There are no current employment agreements between the Company and its executive
officers.
The Board agreed to pay Mr. Ward for administrative services 30,000 shares of
the Company's common stock on March 12, 1999. The stock was valued at the price
unaffiliated investors paid for stock sold by the Company, $.10 per share. On
March 15, 2000, 2,100,000 shares of the Company's common stock were issued to
him per a 71 for 1 stock split.
The Board agreed to pay Mrs. Ward for administrative services 30,000 shares of
the Company's common stock on March 12, 1999. The stock was valued at the price
unaffiliated investors paid for stock sold by the Company, $.10 per share. On
March 15, 2000, 2,100,000 shares of the
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Company's common stock were issued to her per a 71 for 1 stock split.
The terms of these stock issuances were as fair to the Company, in the Board's
opinion, as could have been made with an unaffiliated third party.
The officers currently devote an immaterial amount of time to manage the affairs
of the Company. The Directors and Principal Officers have agreed to work with no
remuneration until such time as the Company receives sufficient revenues
necessary to provide proper salaries to all Officers and compensation for
Directors' participation. The Officers and the Board of Directors have the
responsibility to determine the timing of remuneration for key personnel based
upon such factors as positive cash flow to include stock sales, product sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $25,000 at each month end. When
positive cash flow reaches $25,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will that benefits the Company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of the Corporation in the event of retirement
at normal retirement date pursuant to any presently existing plan provided or
contributed to by the Corporation or any of its subsidiaries, if any.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Ward, an
officer of the corporation. The costs associated with the use of the telephone
and mailing address were deemed by management to be immaterial as the telephone
and mailing address were almost exclusively used by the officer for other
business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The Company's Certificate of Incorporation authorizes the issuance of 50,000,000
Shares of Common Stock, .001 par value per share. There is no preferred stock
authorized. Holders of shares of Common Stock are entitled to one vote for each
share on all matters to be voted on by the stockholders. Holders of Common Stock
have cumulative voting rights. Holders of shares of Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available therefor. In
the event of a liquidation, dissolution, or winding up of the Company, the
holders of shares of Common Stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. Holders of Common Stock have
no preemptive or other subscription rights, and there are no conversion rights
or redemption or sinking fund provisions with respect to such shares. All of the
outstanding Common Stock is, and the shares offered by the Company pursuant to
this offering will be, when issued and delivered, fully paid and non-assessable.
13
<PAGE> 14
The Securities and Exchange Commission has adopted Rule 15g-9 which established
the definition of a "penny stock", for the purposes relevant to the Company, as
any equity security that has a market price of less than $5.00 per share or with
an exercise price of less than $5.00 per share, subject to certain exceptions.
For any transaction involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account for transactions in penny
stocks; and (ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (i) obtain financial
information and investment experience objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating to the penny
stock market, which, in highlight form, (i) sets forth the basis on which the
broker or dealer made the suitability determination; and (ii) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Disclosure also has to be made about the risks of investing in
penny stocks in both public offerings and in secondary trading and about the
commissions payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available to
an investor in cases of fraud in penny stock transactions. Finally, monthly
statements have to be sent disclosing recent price information for the penny
stock held in the account and information on the limited market in penny stocks.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
The Company plans to file for trading on the OTC Electronic Bulletin Board which
is sponsored by the National Association of Securities Dealers (NASD). The OTC
Electronic Bulletin Board is a network of security dealers who buy and sell
stock. The dealers are connected by a computer network which provides
information on current "bids" and "asks" as well as volume information.
As of the date of this filing, there is no public market for the Company's
securities. As of April 30, 2000, the Company had 61 shareholders of record. The
Company has paid no cash dividends. The Company has no outstanding options. The
Company has no plans to register any of its securities under the Securities Act
for sale by security holders. There is no public offering of equity and there is
no proposed public offering of equity.
ITEM 2
LEGAL PROCEEDINGS
The Company is not currently involved in any legal proceedings and is not aware
of any pending or potential legal actions.
14
<PAGE> 15
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
On March 12, 1999, the shareholders authorized the issuance of 30,000 shares of
common stock for services to each of the officers and directors of the Company
for a total of 60,000 shares. The Company relied upon Section 4(2) of Securities
Act of 1993, as amended (the "Act"). The Company issued the shares in
satisfaction of management services rendered to officers and directors, which
does not constitute a public offering.
From the period of approximately March 15, 1999 until March 31, 1999, the
Company offered and sold 59,000 shares at $0.10 per share to 59 non-affiliated
private investors. The Company relied upon Section 4(2) of the Securities Act of
1993, as amended (the "Act"). Each prospective investor was given a private
placement memorandum designed to disclose all material aspects of an investment
in the Company, including the business, management, offering details, risk
factors and financial statements. Each investor also completed a subscription
confirmation letter and private placement subscription agreement whereby the
investors certified that they were purchasing the shares for their own accounts,
with investment intent and that each investor was either "accredited", or were
"sophisticated" purchasers, having prior investment experience or education, and
having adequate and reasonable opportunity and access to any corporate
information necessary to make an informed investment decision. This offering was
not accompanied by general advertisement or general solicitation and the shares
were issued with a Rule 144 restrictive legend.
Under the Securities Act of 1933 , all sales of an issuers's securities or by a
shareholder, must either be made (i) pursuant to an effective registration
statement filed with the SEC, or (ii) pursuant to an exemption from the
registration requirements under the 1933 Act.
Rule 144 under the 1933 Act sets forth conditions which if satisfied, permit
persons holding control securities (affiliated shareholders, i.e., officers,
directors or holders of at least ten percent of the outstanding shares) or
restricted securities (non-affiliated shareholders) to sell such securities
publicly without registration. Rule 144 sets forth a holding period for
restricted securities to establish that the holder did not purchase such
securities with a view to distribute. Under Rule 144, several provisions must be
met with respect to the sales of control securities at any time and sales of
restricted securities held between one and two years. The following is a summary
of the provisions of Rule 144: (a) Rule 144 is available only if the issuer is
current in its filings under the Securities an Exchange Act of 1934. Such
filings include, but are not limited to, the issuer's quarterly reports and
annual reports; (b) Rule 144 allows resales of restricted and control securities
after a one year hold period, subjected to certain volume limitations, and
resales by non-affiliates holders without limitations after two years; (c) The
sales of securities made under Rule 144 during any three-month period are
limited to the greater of: (i) 1% of the outstanding common stock of the issuer;
or (ii) the average weekly reported trading volume in the outstanding common
stock reported on all securities exchanges during the four calendar weeks
preceding the filing of the
15
<PAGE> 16
required notice of the sale under Rule 144 with the SEC.
On March 15, 2000, the Board of Directors authorized a forward stock split of 71
for 1 resulting in a total of 8,449,000 shares of common stock issued and
outstanding.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's By-Laws allow for the indemnification of Company Officers and
Directors in regard to their carrying out the duties of their offices. The
By-Laws also allow for reimbursement of certain legal defenses.
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling the Company, the Company has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of the Company for the year ended September 30,
1999 and the period ended April 30, 2000 and related notes which are included in
this offering have been examined by Barry L. Friedman, PC, and have been so
included in reliance upon the opinion of such accountants given upon their
authority as an expert in auditing and accounting.
16
<PAGE> 17
PART III
EXHIBITS
<TABLE>
<S> <C> <C>
Exhibit 2 Plan of acquisition, reorganization or liquidation None
Exhibit 3(i) Articles of Incorporation Included
Exhibit 3(ii) Bylaws Included
Exhibit 4 Instruments defining the rights of holders None
Exhibit 9 Voting Trust Agreement None
Exhibit 11 Statement re: computation of per share earnings See Financial Stmts.
Exhibit 16 Letter on change of certifying accountant None
Exhibit 21 Subsidiaries of the registrant None
Exhibit 23 Consent of experts and counsel Included
Exhibit 24 Power of Attorney None
Exhibit 27 Financial Data Schedule Included
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Del Cerro Enterprises, Inc.
Date 5/18/00 By /s/ RODGER WARD
----------------------------------
Rodger Ward, President, Treasurer
& Director
Date 5/18/00 By /s/ SHERRIE WARD
----------------------------------
Sherrie Ward, Secretary & Director
17
<PAGE> 18
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
APRIL 30, 2000
SEPTEMBER 30, 1999
<PAGE> 19
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
INDEPENDENT AUDITORS REPORT 1
- ----------------------------------------------------------------------------
ASSETS 2
- ----------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY 3
- ----------------------------------------------------------------------------
STATEMENT OF OPERATIONS 4
- ----------------------------------------------------------------------------
STATEMENT OF STOCKHOLDERS' EQUITY 5
- ----------------------------------------------------------------------------
STATEMENT OF CASH FLOWS 6
- ----------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS 7-11
- ----------------------------------------------------------------------------
</TABLE>
<PAGE> 20
[BARRY L. FRIEDMAN, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
Board of Directors May 1, 2000
DEL CERRO ENTERPRISES, INC.
San Diego, California
I have audited the accompanying Balance Sheets of DEL CERRO ENTERPRISES,
INC. (A Development Stage Company), as of April 30, 2000, and September 30,
1999, and the related statements of operations, stockholders' equity and cash
flows for the periods March 10, 1999, to September 30, 1999, and October 1,
1999, to April 30, 2000. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of DEL CERRO ENTERPRISES, INC.
(A Development Stage Company), as of April 30, 2000, and September 30, 1999, and
the related statements of operations, stockholders' equity and cash flows for
the periods March 10, 1999, to September 30, 1999, and October 1, 1999, to April
30, 2000, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #5 to the
financial statements, the Company has suffered recurring losses from operations
and has no established source of revenue. This raises substantial doubt about
its ability to continue as a going concern. Management's plan in regard to these
matters is described in Note #5. These financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE> 21
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEET
ASSETS
<TABLE>
<CAPTION>
APRIL SEPTEMBER
30, 2000 30, 1999
-------- ---------
<S> <C> <C>
CURRENT ASSETS
CASH $4,390 $5,900
------ ------
TOTAL CURRENT ASSETS $4,390 $5,900
------ ------
OTHER ASSETS $ 0 $ 0
------ ------
TOTAL OTHER ASSETS $ 0 $ 0
------ ------
TOTAL ASSETS $4,390 $5,900
------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE> 22
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
BALANCE SHEET
LIABILITIES AND STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
APRIL SEPTEMBER
30, 2000 30, 2000
-------- ---------
<S> <C> <C>
CURRENT LIABILITIES $ 0 $ 0
------ ------
TOTAL CURRENT LIABILITIES $ 0 $ 0
------ ------
STOCKHOLDERS' EQUITY (Note #4)
Common stock
Par value $0.001
Authorized 50,000,000 shares
Issued and outstanding at
September 30, 1999 -
119,000 shares $ 119
April 30, 2000 --
8,449,000 shares $8,449
Additional Paid-In Capital +3,451 +11,781
Deficit accumulated during
Development stage -7,510 -6,000
------ ------
TOTAL STOCKHOLDERS' EQUITY $4,390 $5,900
------ ------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $4,390 $5,900
------ ------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE> 23
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR. 10, 1999
1999, TO 1999, TO (INCEPTION)
APR. 30, SEPT. 30, TO APR. 30,
2000 1999 2000
---------- ---------- -------------
<S> <C> <C> <C>
INCOME
Revenue $ 0 $ 0 $ 0
---------- ---------- ----------
EXPENSES
General, Selling and
Administrative $ 1,510 $ 6,000 $ 7,510
---------- ---------- ----------
TOTAL EXPENSES $ 1,510 $ 6,000 $ 7,510
---------- ---------- ----------
NET PROFIT/LOSS (-) $ -1,510 $ -6,000 $ -7,510
---------- ---------- ----------
Net Profit/Loss(-)
per weighted share
(Note #1) $ -.0002 $ -.0007 $ -.0009
---------- ---------- ----------
Weighted average
Number of common
shares outstanding 8,449,000 8,449,000 8,449,000
---------- ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE> 24
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
--------- ------ ---------- --------
<S> <C> <C> <C> <C>
March 24, 1999
Issued For Services 60,000 $ 60 $ 5,940
April 2, 1999
Issued For Cash 59,000 59 5,841
Net loss year ended
March 10, 1999
(Inception) to
September 30, 1999 $ -6,000
--------- ------ ------- --------
Balance,
September 30, 1999 119,000 $ 119 $11,781 $ -6,000
March 15, 2000
Forward Stock Split
71 for 1 8,330,000 +8,330 -8,330
Net Loss
October 1, 1999 to
April 30, 2000 -1,510
--------- ------ ------- --------
Balance,
April 30, 2000 8,449,000 $8,449 $ 3,451 $ -7,510
--------- ------ ------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE> 25
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
OCT. 1 MAR. 10, MAR.10,1999
1999, TO 1999, TO (INCEPTION)
APR. 30, SEPT. 30, TO APR. 30,
2000 1999 2000
-------- --------- -----------
<S> <C> <C> <C>
Cash Flows from
Operating Activities
Net Loss $ -1,510 $ -6,000 $ -7,510
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Issue Common Stock
For Services 0 +6,000 +6,000
Changes in assets and
Liabilities 0 0 0
-------- -------- --------
Net cash used in
Operating activities $ -1,510 $ 0 $ -1,510
Cash Flows from
Investing Activities 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 +5,900 +5,900
-------- -------- --------
Net Increase (decrease) $ -1,510 $ +5,900 +4,390
Cash, Beginning of period +5,900 0 0
-------- -------- --------
Cash, End of Period $ 4,390 $ 5,900 $ 4,390
-------- -------- --------
</TABLE>
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE> 26
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
APRIL 30, 2000, AND SEPTEMBER 30, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized March 10,1999, under the laws of the State of
Nevada as DEL CERRO ENTERPRISES, INC. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual method.
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 of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenue and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid
investments with the maturity of three months or less are considered
to be cash equivalents.
F-7
<PAGE> 27
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2000, AND SEPTEMBER 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS #109) "Accounting for Income Taxes". A
deferred tax asset or liability is recorded for all temporary
difference between financial and tax reporting. Deferred tax expense
(benefit) results from the net change during the year of deferred
tax assets and liabilities.
Reporting on Costs of Start-Up Activities
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of
Start-Up Activities" which provides guidance on the financial
reporting of start-up costs and organization costs. It requires most
costs of start-up activities and organization costs to be expensed
as incurred. SOP 98-5 is effective for fiscal years beginning after
December 15, 1998. With the adoption of SOP 98-5, there has been
little or no effect on the company's financial statements.
Loss Per Share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of
common shares outstanding during the period. Diluted loss per share
reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of
April 30, 2000, the Company had no dilative common stock equivalents
such as stock options.
F-8
<PAGE> 28
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2000, AND SEPTEMBER 30, 1999
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Year End
The Company has selected September 30th as its fiscal year-end.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended April 30,
2000, due to the net loss and no state income tax in Nevada, the state of
the Company's domicile and operations. The Company's total deferred tax
asset as of September 30, 1999, is as follows:
<TABLE>
<S> <C>
Net operation loss carry forward $6,000
Valuation allowance $6,000
Net deferred tax asset $ 0
</TABLE>
The federal net operating loss carry forward will expire by 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F-9
<PAGE> 29
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2000, AND SEPTEMBER 30, 1999
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $0.001 per share.
Preferred Stock
The Company has no preferred stock.
On March 24, 1999, the Company issued 60,000 shares of its $0.001 par
value common stock for services of $6,000 to its directors.
On March 24, 1999, the State of Nevada approved the Company's restated
Articles of Incorporation, which changed the par value from no par to
$0.001. Also, the Company's authorized common stock was increased from
25,000 shares to 50,000,000 shares.
On March 15, 2000, the Company approved a forward stock split on the basis
of 71 for 1, thus increasing the common stock from 119,000 shares
8,449,000 shares.
NOTE 5 - GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business. However, the Company does not have significant cash or other
material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern. The stockholders/officers and/or directors have informally
committed to advancing the operating costs of the Company interest free,
if necessary.
F-10
<PAGE> 30
DEL CERRO ENTERPRISES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
APRIL 30, 2000, AND SEPTEMBER 30, 1999
NOTE 6 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not
been reflected therein. The officers and directors of the Company are
involved in other business activities and may in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict in
selecting between the Company and their other business interests. The
Company has not formulated a policy for the resolution of such conflicts.
F-11
<PAGE> 1
Ex 3(i)
SECRETARY OF STATE
[SEAL]
STATE OF NEVADA
CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of
State, do hereby certify that DEL CERRO ENTERPRISES, INC. did on MARCH 10, 1999
file in this office the original Articles of Incorporation; that said Articles
are now on file and of record in the office of the Secretary of State of the
State of Nevada, and further, that said articles contain all the provisions
required by the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set
my hand and affixed the Great Seal of
State, at my office, in Carson City,
Nevada, on MARCH 11, 1999.
[SEAL] /s/ DEAN HELLER
------------------------------------
Secretary of State
By /s/ KELLY R. DAVENPORT
----------------------------------
Certification Clerk
<PAGE> 2
ARTICLES OF INCORPORATION
OF
DEL CERRO ENTERPRISES, INC.
a Nevada Corporation
FIRST: The name of the corporation is:
DEL CERRO ENTERPRISES, INC.
SECOND: The resident agent for this corporation shall be:
SAGE INTERNATIONAL, INC.
The address of said agent, and the principal or statutory address of this
corporation in the State of Nevada, shall be 1135 Terminal Way, Suite 209, Reno,
Nevada, 89502, located in Washoe County, State of Nevada. This corporation may
maintain an office, or offices, in such other place within or without the State
of Nevada as may be from time to time designated by the Board of Directors, or
by the By-Laws of said corporation, and that this corporation may conduct all
corporation business of every kind and nature, including the holding of all
meetings of Directors and Stockholders, outside the State of Nevada as well as
with the State of Nevada.
THIRD: The objects for which this corporation is formed are as follows:
to engage in any lawful activity.
FOURTH: That the total number of voting common stock authorized that may
be issued by the corporation is TWENTY FIVE THOUSAND (25,000) shares of stock
with NO PAR VALUE, and no other class of stock shall be authorized. Said shares
may be issued by the corporation from time to time for such considerations as
may be fixed from time to time by the Board of Directors.
FIFTH: The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or
decreased in such manner as shall be provided by the bylaws of this corporation,
providing that the number of directors shall not be reduced to less than one
(1). The name and post office address of the first Board of Directors shall be
one (1) in number and listed as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Cheri S. Hill 1135 Terminal Way, Suite 209
Reno, Nevada 89502
</TABLE>
1 of 3 pages.
<PAGE> 3
SIXTH: After the amount of the subscription price, the purchase price,
of the par value of the stock of any class or series is paid into the
corporation, owners or holders of shares of any stock in the corporation may
never be assessed to pay the debts of the corporation.
SEVENTH: The name and post office address of the Incorporator signing
the Articles of Incorporation is as follows:
<TABLE>
<CAPTION>
NAME ADDRESS
---- -------
<S> <C>
Cheri S. Hill 1135 Terminal Way, Suite 209
Reno, Nevada 89502
</TABLE>
EIGHTH: The corporation is to have a perpetual existence.
NINTH: No director or officer of the corporation shall be personally
liable to the corporation or any of its stockholders for damages for breach of
fiduciary duty as a director or officer of for any act or omission of any such
director or officer; however, the foregoing provision shall not eliminate or
limit the liability of a director or officer for (a) acts or omissions which
involve intentional misconduct, fraud or a knowing violation of law; or (b) the
payment of dividends in violation of Section 78.300 of the Nevada Revised
Statutes. Any repeal or modification of this Article by the stockholders of this
corporation shall be prospective only and shall not adversely affect any
limitation on the personal liability of a director or officer of the corporation
for acts or omissions prior to such repeal or modification.
TENTH: No shareholder shall be entitled as a matter of right to
subscribe for or receive additional shares of any class of stock of the
corporation, whether now or hereafter authorized, or any bonds, debentures or
securities convertible into stock, but such additional shares of stock or other
securities convertible into stock may be issued or disposed of by the Board of
Directors to such persons and on such terms as in its discretion it shall deem
advisable.
ELEVENTH: This corporation reserves the right to amend, alter, change or
repeal and provision contained in the Articles of Incorporation, in the manner
now or hereafter prescribed by statute, or by the Articles of Incorporation, and
all rights conferred upon the Stockholders herein are granted subject to this
reservation.
2 of 3 pages.
<PAGE> 4
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Laws of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying the facts herein stated are true, and accordingly have
hereunto set my hand FEBRUARY 25, 1999.
/s/ CHERI S. HILL
- -----------------------------------
CHERI S. HILL, Incorporator
STATE OF NEVADA
COUNTY OF WASHOE
On FEBRUARY 25, 1999, before me, the undersigned, a Notary Public in and for
said County and State, personally known to me to be the person whose name is
subscribed to the foregoing document and acknowledged to be the same.
/s/ V.R. SWEET
- -----------------------------------
Notary Public [SEAL]
CERTIFICATE OF ACCEPTANCE OF
APPOINTMENT BY RESIDENT AGENT
SAGE INTERNATIONAL, INC., hereby accepts appointment as Resident Agent of DEL
CERRO ENTERPRISES, INC. in accordance with NRS 78.090.
SAGE INTERNATIONAL, INC.
By: /s/ CHERI S. HILL
- -----------------------------------
CHERI S. HILL, Senior V.P. Date: February 25, 1999
3 of 3 pages.
<PAGE> 5
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital or Issuance of Stock)
CHERI S. HILL
----------------------
Name of Incorporator
certifies that:
1. She constitutes two-thirds of the original incorporators of Del Cerro
Enterprises, Inc., a Nevada corporation.
2. The original Articles were filed in the Office of the Secretary of State of
March 10, 1999.
3. As of the date of this certificate, no stock of the corporation has been
issued.
4. They hereby adopt the following amendments to the articles of incorporation
of this corporation:
Articles FOURTH is amended to read as follows:
FOURTH. That the total number of voting common stock authorized
that may be issued by the corporation is FIFTY MILLION (50,000,000)
shares of stock with a PAR VALUE of $.001 PER SHARE, and no other class
of stock shall be authorized. Said shares may be issued by the
corporation from time to time for such considerations as may be fixed
from time to time by the Board of Directors.
/s/ CHERI S. HILL
---------------------------
Signature
<PAGE> 1
Ex. 3(ii)
BYLAWS
OF
DEL CERRO ENTERPRISES, INC.
a Nevada Corporation
ARTICLE ONE
OFFICES
Section 1.1 Registered Office - The registered office of this corporation
shall be in the County of Washoe, State of Nevada.
Section 1.2 Other Offices - The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.
ARTICLE TWO
MEETINGS OF STOCKHOLDERS
Section 2.1 Place - All annual meetings of the stockholders shall be held
at the registered office of the corporation or at such other place within or
without the State of Nevada as the directors shall determine. Special meetings
of the stockholders may be held at such time and place within or without the
State of Nevada as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
Section 2.2 Annual Meetings - Annual meetings of the stockholders,
commencing with the year 2000, shall be held on the 15th day of November each
year if not a legal holiday and, if a legal holiday, then on the next secular
day following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought before the
meeting.
Section 2.3 Special Meetings - Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by the statute or by the
Articles of Incorporation, may be called by the President or the Secretary by
resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
Section 2.4 Notice of Meetings - Notices of meetings shall be in writing and
signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors shall designate.
Such notice shall state the purpose for which the meeting is called and the time
and the place, which may be within or without this State, where it is to be
held. A copy of such notice shall be either delivered personally to or shall be
mailed, postage prepaid to each stockholder of record entitled to vote at such
meeting not less than ten nor more than sixty days before such meeting. If
mailed, it shall ne directed to a stockholder at his address as it appears upon
the records of the corporation and upon such mailing of any such notice, the
service thereof shall be complete and the time of the notice shall be to run
from the date upon which such notice is deposited in the mail for transmission
to such stockholder. Personal delivery of any such notice to any officer of a
corporation or
<PAGE> 2
association or to any member of a partnership shall constitute delivery of such
notice to such corporation, association or partnership. In the event of the
transfer of stock after delivery of such notice of and prior to the holding of
the meeting it shall not be necessary to deliver of mail notice of the meeting
to the transferee.
Section 2.5 Purpose of Meetings - Business transacted at any special
meeting of stockholders shall be limited to the purposes stated in the notice.
Section 2.6 Quorum - The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until such quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 2.7 Voting - When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock have voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any questions brought before such meeting, unless question is one
upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8 Share Voting - Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each share of
stock standing in his name of the books of the corporation. Upon the demand of
any stockholder, the vote for directors and the vote upon any question before
the meeting shall be by ballot.
Section 2.9 Proxy - At any meeting of the stockholders any stockholder may
be represented and vote by proxy or proxies appointed by an instrument in
writing. In the event any such instrument in writing shall designate two or more
persons to act as proxies, a majority of such persons present at the meeting,
or, if only one shall be present, then that one shall have and may exercise all
of the powers conferred by such written instrument upon all of the persons so
designated unless the instrument shall otherwise provide. No proxy or power of
attorney to vote shall be used to vote at a meeting of the stockholders unless
it shall have been filed with the secretary of the meeting when required by the
inspectors of election. All questions regarding the qualification of voters, the
validity of proxies and the acceptance or rejection of votes shall be decided by
the inspectors of election who shall be appointed by the Board of Directors, or
if not so appointed, then by the presiding officer of the meeting.
Section 2.10 Written Consent in Lieu of Meeting - Any action which may be
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statutes or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
<PAGE> 3
ARTICLE THREE
DIRECTORS
Section 3.1 Powers - The business of the corporation shall be managed by
its Board of Directors which may exercise all such power of the corporation and
do all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 3.2 Number of Directors - The number of directors which shall
constitute the whole board shall be one (1). The number of directors may from
time to time be increased or decreased to not less than one nor more than
fifteen by action of the Board of Directors. The directors shall be elected at
the Annual Meeting of the Stockholders and except as provided in Section 2 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3.3 Vacancies - Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining directors, though less than a quorum, or by a sole
remaining director, and each director so elected shall hold office until his
successor is elected at an annual or a special meeting of the stockholders. The
holders of a two-thirds of the outstanding shares of stock entitled to vote may
at any time peremptorily terminate the term of office of all or any of the
directors by a vote at a meeting called for such purpose or by a written
statement filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected
simultaneously and the vacancies on the Board of Directors resulting therefrom
shall be filled only by the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have the power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect
of removing any director prior to the expiration of his term of office.
<PAGE> 4
ARTICLE FOUR
MEETINGS OF THE BOARD OF DIRECTORS
Section 4.1 Place - Regular meetings of the Board of Directors shall be
held at any place within or without the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation, regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 4.2 First Meeting - The first meeting of each newly elected Board
of Directors shall be held immediately following the adjournment of the meeting
of stockholders and at the place thereof. No notice of such meeting shall be
necessary to the directors in order legally to constitute the meeting, provided
a quorum be present. In the event such meeting is not so held, the meeting may
be held at such time and place as shall be specified in a notice given as
hereinafter provided for special meetings of the Board of Directors.
Section 4.3 Regular Meetings - Regular meetings of the Board of Directors
may be held without call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.
Section 4.4 Special Meetings - Special meetings of the Board of Directors
may be called by the Chairman or the President or by any Vice President or by
any two Directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or by
other form of written communication, charges prepaid, addressed to him at his
address as it is shown upon the records, or if not readily ascertainable, at the
place in which the meetings of the directors are regularly held. In case such
notice is mailed or telegraphed, it shall be deposited in the United States mail
or delivered to the telegraph company at least forty-eight (48) hours prior to
the time of the holding of the meeting. In case such notice is delivered as
above provided, it shall be so delivered at least twenty-four (24) hours prior
to the time of the holding of the meeting. Such mailing, telegraphing or
delivery as above provided shall be due, legal and personal notice to such
director.
Section 4.5 Notice - Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.
Section 4.6 Waiver - The transactions of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, wither before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7 Quorum - A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law of by the Articles
<PAGE> 5
of Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the other
members of the Board shall be as valid and effective in all respects as if
passed by the Board in a regular meeting.
Section 4.8 Adjournment - A quorum of the directors may adjourn any
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, wither regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
ARTICLE FIVE
COMMITTEES OF DIRECTORS
Section 5.1 Power to Designate - The Board of Directors may, by resolution
adopted by a majority of the whole Board, designate on or more committees of the
Board of Directors, each committee to consist of one or more of the directors of
the corporation which, to the extent provided in the resolution, shall have and
may exercise the power of the Board of Directors in the management of the
business and affairs of the Corporation and may have power to authorize the seal
of the corporation be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be determined from time to
time by the Board of Directors. The members of any such committee present at any
meeting and not disqualified form voting may, whether or not they constitute a
quorum, unanimously appoint another member of the Board of Directors to act at
the meeting in the place of any absent or disqualified member. At meetings of
such committees, a majority of the members or alternate members shall constitute
a quorum for the transaction of business, and the act of a majority of the
members or alternate members at any meeting at which there is a quorum shall be
the act of the committee.
Section 5.2 Regular Minutes - The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 5.3 Written Consent - Any action required or permitted to be taken
at any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all members of
the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of the proceedings of the Board or
committee.
ARTICLE SIX
COMPENSATION OF DIRECTORS
Section 6.1 Compensation - The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
<PAGE> 6
ARTICLE SEVEN
NOTICES
Section 7.1 Notice - Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2 Consent - Whenever all parties entitled to vote at any
meeting, whether directors or stockholders, consent, either by a writing on the
records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be valid as if had at a meeting regularly called and noticed, and at such
meeting any business may be transacted which is not excepted from the written
consent or to the consideration of which no objection for want of notice is made
at the time, and if any meeting be irregular for want of notice or of such
consent, provided a quorum was present at such meeting, the proceedings of said
meeting may be ratified and approved and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be by proxy or attorney, but all such proxies and powers of attorney must be
in writing.
Section 7.3 Waiver of Notice - Whenever any notice whatever is required to
be given under the provisions of the statutes, of the Articles of Incorporation
or of these Bylaws, a waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time stated therein, shall
be deemed equivalent thereto.
ARTICLE EIGHT
OFFICERS
Section 8.1 Appointment of Officers - The officers of the corporation
shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. Any person may hold two or more offices.
Section 8.2 Time of Appointment - The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a Chairman of the
Board who shall be a director, and shall choose a President, a Secretary and a
Treasurer, none of whom need to be directors.
Section 8.3 Additional Officers - The Board of Directors may appoint a
Vice-Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
Section 8.4 Salaries - The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 8.5 Vacancies - The officers of the corporation shall hold office
at the pleasure of the Board of Directors. Any officer elected or appointed by
the Board of
<PAGE> 7
Directors may be removed at any time by the Board of Directors. Any vacancy
occurring in any office of the corporation by death, resignation, removal or
otherwise shall be filled by the Board of Directors.
Section 8.6 Chairman of the Board - The Chairman of the Board shall
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8.7 Vice-Chairman - The Vice-Chairman shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8 President - The President shall be the chief executive officer
of the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
Section 8.9 Vice-President - The Vice-President shall act under the
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 8.10 Secretary - The Secretary shall act under the direction of
the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the Board of Directors, and shall
perform such other duties as may be prescribed by the President or the Board of
Directors.
Section 8.11 Assistant Secretaries - The Assistant Secretaries shall act
under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12 Treasurer - The Treasurer shall act under the direction of
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all of his transactions as Treasurer and of the financial condition of the
corporation.
<PAGE> 8
Section 8.13 Surety - If required by the Board of Directors, he shall give
the corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration of the corporation, in case of
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 8.14 Assistant Treasurer - The Assistant Treasurer in the order of
their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
ARTICLE NINE
CERTIFICATES OF STOCK
Section 9.1 Share Certificates - Every stockholder shall be entitled to
have a certificate signed by the President or a Vice-President and the Treasurer
or an Assistant Treasurer or the Secretary or an Assistant Secretary of the
corporation, certifying the number of shares owned by him in the corporation. If
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class, the designations, preferences and relative,
participating, optional or other special rights of the various classes of stock
or series thereof and the qualifications, limitations or restrictions of such
rights, shall be set forth in full or summarized on the face or back of the
certificate which the corporation shall issue to represent such stock.
Section 9.2 Transfer Agents - If a certificate is signed (a) by a transfer
agent other than the corporation or its employees or (b) by a registrar other
than the corporation or its employees, the signatures of the officers of the
corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed on a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the corporation, or a facsimile thereof, may, but need not be, affixed to
certificates of stock.
Section 9.3 Lost or Stolen Certificates - The Board of Directors may
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 9.4 Share Transfers - Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
the transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
<PAGE> 9
Section 9.5 Voting Shareholder - The Board of Directors may fix in advance
a date not exceeding sixty (60) days preceding the date of any meeting of
stockholders, or the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with obtaining the
consent of stockholders for any purpose, as a record date for the determination
of the stockholders entitled to notice of and to vote at any such meeting, and
any adjournment thereof, or entitled to receive payment of any such dividend, or
to give such consent, and in such case, such stockholders, and only such
stockholders as shall be stockholder of record on the date so fixed, shall be
entitled to notice of and to vote at such meeting, or any adjournment thereof,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, or to give such consent, as the case may be,
notwithstanding any transfer of any stock on the books of the corporation after
any such record date fixed as aforesaid.
Section 9.6 Shareholders Record - The corporation shall be entitled to
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE TEN
GENERAL PROVISIONS
Section 10.1 Dividends - Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 10.2 Reserves - Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum or
sums as the directors may from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or for repairing or maintaining any property of the corporation or for
such other purpose as the directors think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 10.3 Checks - All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.
Section 10.4 Fiscal Year - The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.
Section 10.5 Corporate Seal - The corporation may or may not have a
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
<PAGE> 10
ARTICLE ELEVEN
INDEMNIFICATION
Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorneys' fees, judgements, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection herewith. The expenses of officers and directors incurred
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of any undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by the person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights by this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
<PAGE> 11
ARTICLE TWELVE
AMENDMENTS
Section 12.1 By Shareholder - The Bylaws may be amended by a majority vote
of all the stock issued and outstanding and entitled to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend shall
have been contained in the notice of the meeting.
Section 12.2 By Board of Directors - The Board of Directors by a majority
vote of the whole Board at any meeting may amend these Bylaws, including Bylaws
adopted by the stockholders, but the stockholders may from time to time specify
particular provisions of the Bylaws which shall not be amended by the Board of
Directors.
APPROVED and ADOPTED this 10th day of March, 1999.
/s/ Sherrie Ward
-------------------------------------
Secretary
<PAGE> 1
EXHIBIT 23
BARRY L. FRIEDMAN, P.C.
CERTIFIED PUBLIC ACCOUNTANT
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
To Whom It May Concern: May 1, 2000
The firm of Barry L. Friedman, P.C., Certified Public Accountant
consents to the inclusion of their report of May 1, 2000, on the Financial
Statements of DEL CERRO ENTERPRISES, INC., as of April 30, 2000, in any filings
that are necessary now or in the near future with the U.S. Securities and
Exchange Commission.
Very truly yours,
/s/ BARRY L. FRIEDMAN
- ---------------------------
Barry L. Friedman
Certified Public Accountant
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED
FINANCIAL STATEMENTS FOR PERIOD ENDING APR-30-2000 AND FOR YEAR ENDING
SEP-30-1999 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH DEL CERRO
ENTERPRISES, INC.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> OTHER YEAR
<FISCAL-YEAR-END> SEP-30-2000 SEP-30-1999
<PERIOD-START> OCT-01-1999 MAR-10-1999
<PERIOD-END> APR-30-2000 SEP-30-1999
<CASH> 4,390 5,900
<SECURITIES> 0 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 4,390 5,900
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 4,390 5,900
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 8,449 119
<OTHER-SE> (4,059) 5,781
<TOTAL-LIABILITY-AND-EQUITY> 4,390 5,900
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 1,510 6,000
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (1,510) (6,000)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,510) (6,000)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,510) (6,000)
<EPS-BASIC> .00 .00
<EPS-DILUTED> .00 .00
</TABLE>
