United States
Securities and Exchange Commission
Washington, DC 20459
Form 10-SB
General Form for Registration of Securities
Of Small Business Issuers
Pursuant to Section 12(b) or (g) of the Securities and Exchange Act of
1934
Xtreme Webworks
Nevada 88-0394012
(State of Organization) (IRS Employee Identification No.)
8100 W. Sahara 2nd Floor, Las Vegas, NV 89117
(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 966-0600
Registrant's Attorney: Shawn F. Hackman, Esq., 3360 W. Sahara Ave.,
Suite 200, Las Vegas, NV 89102, (702) 732-2253
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common
Item 1. Description of Business
Background
Xtreme Webworks was incorporated in February 1994 under
the name of Shogun Advertising with its primary business being the
manufacturing and sale of calendars. Its primary customer was The Posse, a
Canadian football team. This relationship ended in 1996 and Shogun
Advertising reevaluated its position and direction.
In May 1998 the board of directors voted to change the name of the
corporation to Xtreme Webworks. Shaun Hadley (President),Paul Hadley
Secretary) and Sherri Henderson (Treasurer) decided to change the direction
of the company. Its principal place of business was relocated to
5333 South Arville Street, Las Vegas, NV. The directors, in changing the
direction, looked into the pursuit of advertising in the Internet, along with
the construction of Websites for companies wishing to take advantage of
advertising through the Internet.
Xtreme moved it's location to 8100 W. Sahara 2nd Floor, Las Vegas, NV 89117
on the 15th day of February 2000. Xtreme Webworks has operated as a small
business for the last two years selling and designing Websites that combine
advertising and promotional packages for the customer. Other than issuing
shares to its original shareholders, Xtreme Webworks has raised working
capital by issuing shares in the company to private personal friends. The
Board of Directors and the shareholders of Xtreme Webworks have elected to
commence implementation of Xtreme Webworks' principal business purpose
described below under "Item 2 - Plan of Operation."
W. Kirk Bastian, Gay Bastian and S. Luis Arko incorporated Xtreme
Webworks (formerly Shogun Advertising). They no longer hold any position with
Xtreme Webworks, but remain shareholders of Xtreme Webworks' stock.
Xtreme Webworks is filing this registration statement on a voluntary
basis because the primary attraction of Xtreme Webworks is to obtain further
working capital and look for a merger partner or acquisition vehicle to
continue to expand and grow as a public company. Any business combination or
transaction will most likely result in a significant issuance of shares and
substantial dilution to present stockholders of Xtreme Webworks.
In addition, Xtreme Webworks is filing this registration statement
to enhance investor protection and to provide information if a trading
market commences. On December 11, 1997, the National Association of
Securities Dealers, Inc. (NASD) announced that its Board of Governors
had approved a series of proposed changes for the Over the Counter
("OTC") Bulletin Board and the OTC market. The principal changes, which
were approved by the Securities and Exchange Commission on January 5,
1999 allows only those companies that report their current financial
information to the Securities and Exchange Commission, banking, or
insurance regulators to be quoted on the OTC Bulletin Board. The rule
provides for phase-in period for those securities already quoted on the
OTC Bulletin Board.
Risk Factors
Xtreme Webworks' business is subject to numerous risk factors,
including the following:
RISK FACTORS
This prospectus and other reports and statements filed by
Xtreme Webworks from time to time with the commission (collectively,
"commission filings") contains or may contain forward-looking
statements, such as statements regarding the Xtreme Webworks's growth
strategy and anticipated trends in the industries and economies
in which the Xtreme Webworks operates. These forward-looking statements
are based on the Xtreme Webworks's current expectations and are subject
to a number of risks, uncertainties and assumptions relating to
Xtreme Webworks's operations and results of operations, competitive
factors, shifts in market demand, and other risks and uncertainties,
including in addition to those described below and elsewhere in this
prospectus or any commission filing, uncertainties with respect to
changes or developments in social, business, economic, industry, market,
legal and regulatory circumstances and conditions and actions taken or
omitted to be taken by third parties, including Xtreme Webworks's contractors,
customers, suppliers, competitors, stockholders, legislative, regulatory
and judicial and other governmental authorities. Should one or more of
these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from
results expressed or implied in any forward-looking statements made by
Xtreme Webworks in this prospectus or any commission filing. Xtreme Webworks
does not undertake any obligation to revise these forward-looking statements to
reflect future events or circumstances. in addition to the other
information contained in this prospectus, prospective investors should
carefully consider the following risk factors in evaluating Xtreme Webworks
and its business before participating in the exchange offer.
Effects of the Economy on the Xtreme Webworks's Internet Business
Xtreme Webworks's business is impacted by the economic factors
which affect the internet industry. When such factors adversely
affect the internet industry, they tend to reduce the overall
demand for internet sites and products. There can be no
assurance that economic and other factors which may affect the
internet industry will not have an adverse impact
Xtreme Webworks's business, financial condition or results of operations.
Government Regulation
The internet industry is highly regulated in the United
States by the FCC and in other country by similar agencies.
Further, there can be no assurance that new and more stringent
government regulations will not be adopted in the future or that
any such new regulations, if enacted, would not have a material
adverse effect on the Xtreme Webworks's business, financial condition or
results of operations.
Reliance On Executive Officers And Key Employees
The continued success of the Xtreme Webworks is dependent to a significant
Degree upon the services of its executive officers and upon the Xtreme
Webworks's ability to attract and retain qualified personnel experienced in
the variousphases of the Xtreme Webworks's business. The ability of the
Xtreme Webworks to operatesuccessfully could be jeopardized if one or more of
its executive officers were unavailable and capable successors were not found.
The Xtreme Webworks does not maintain "key person" life insurance on the
lives of its executive officers. See "Management."
Competition
The markets for the Xtreme Webworks's product and services are extremely
competitive, and Xtreme Webworks faces competition from a number of
sources. Certain of Xtreme Webworks's competitors have substantially
greater financial and other resources than Xtreme Webworks. There can
be no assurance that competitive pressures will not materially
and adversely affect the Xtreme Webworks's business, financial condition
or results of operations.
Limited Prior Operations and Experience
The Xtreme Webworks is newly reorganized, has only limited revenues from its
new internet operations, and has only limited assets. There can be no
assurance that the Xtreme Webworks will generate significant revenues in the
future; and there can be no assurance that the Xtreme Webworks will operate
at a profitable level. See "Description of Business." If the Xtreme
Webworks is unable to obtain customers and generate sufficient revenues so
that it can profitably operate, Xtreme Webworks's business will not succeed.
Also, Xtreme Webworks and its management do not have significant experience
in the internet business
Dependence on the Internet Industry
The Xtreme Webworks's business is influenced by the rate of use and expansion
in the internet industry. Although this industry has been expanding at a
rapid rate in recent years, there is no guarantee that it will continue to do
so in the future. Declines in these industries may influence the Xtreme
Webworks's revenues adversely.
Influence of Other External Factors
The internet industry is a speculative venture necessarily involving some
substantial risk. There is no certainty that the expenditures to be made by
Xtreme Webworks will result in commercially profitable business. The
marketability of internet gaming will be affected by numerous factors beyond
the control of the Xtreme Webworks. These factors include market
fluctuations, and the general state of the economy (including the rate of
inflation, and local economic conditions), which can affect peoples'
discretionary spending. Factors which leave less money in the hands of
potential clients of Xtreme Webworks will likely have an adverse effect on
Xtreme Webworks. The exact effect of these factors cannot be accurately
predicted, but the combination of these factors may result in the Xtreme
Webworks not receiving an adequate return on invested capital.
Competition
The Xtreme Webworks may experience substantial competition in its efforts to
locate and attract clients. Many competitors in the internet industry have
greater experience, resources, and managerial capabilities than Xtreme
Webworks and may be in a better position than the Xtreme Webworks to obtain
access to attractive clientele. There are a number of larger companies which
will directly compete with the Xtreme Webworks. Such competition could have
a material adverse effect on Xtreme Webworks's profitability.
Reliance on Management.
The Xtreme Webworks's success is dependent upon the hiring of key
administrative personnel. None of the officers or directors, or any of the
other key personnel, has any employment or non-competition agreement with
Xtreme Webworks. Therefore, there can be no assurance that these personnel
will remain employed by Xtreme Webworks. Should any of these individuals
cease to be affiliated with the Xtreme Webworks for any reason before
qualified replacements could be found, there could be material adverse
effects on the Xtreme Webworks's business and prospects. In addition,
management has no experience is managing companies in the same business as
the Xtreme Webworks.
In addition, all decisions with respect to the management of
Xtreme Webworks will be made exclusively by the officers and directors of
Xtreme Webworks. Investors will only have rights associated with minority
ownership interest rights to make decision which effect Xtreme Webworks.
The success of the Xtreme Webworks, to a large extent, will depend on the
quality of the directors and officers of the Xtreme Webworks. Accordingly,
no person should invest in the Shares unless he is willing to entrust all
aspects of the management of the Xtreme Webworks to the officers and directors.
Lack of Diversification.
The size of Xtreme Webworks makes it unlikely that Xtreme Webworks will be
able to commit its funds to diversify the business until it has a proven track
record, and Xtreme Webworks may not be able to achieve the same level of
diversification as larger entities engaged in this type of business.
No Cumulative Voting
Holders of the Shares are not entitled to accumulate their votes for
the election of directors or otherwise. Accordingly, the holders of a
majority of the Shares present at a meeting of shareholders will be able to
elect all of the directors of Xtreme Webworks, and the minority shareholders
will not be able to elect a representative to Xtreme Webworks's board of
directors.
Absence of Cash Dividends
The Board of Directors does not anticipate paying cash dividends on the
Shares for the foreseeable future and intends to retain any future earnings
to finance the growth of the Xtreme Webworks's business. Payment of dividends
, if any, will depend, among other factors, on earnings, capital requirements
, and the general operating and financial condition of Xtreme Webworks, and
will be subject to legal limitations on the payment of dividends out of paid-in
capital.
Additional Financing May Be Required
There is no assurance that additional funds will be available from any
source when needed by the Xtreme Webworks for expansion; and, if not
available, the Xtreme Webworks may not be able to expand its operation as
rapidly as it could if such financing were available. Xtreme Webworks does not
anticipate having within the next 12 months any cash flow or liquidity
problems
Forward-Looking Statements
This Prospectus contains "forward looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Act of 1934, as amended, and as contemplated under the
Private Securities Litigation Reform Act of 1995, including statements
regarding, among other items, Xtreme Webworks's business strategies, continued
growth in Xtreme Webworks's markets, projections, and anticipated trends in
Xtreme Webworks's business and the industry in which it operates. The words
"believe," "expect," "anticipate," "intends," "forecast," "project," and
similar expressions identify forward-looking statements. These forward-
looking statements are based largely on Xtreme Webworks's expectations and are
subject to a number of risks and uncertainties, certain of which are beyond
the Xtreme Webworks's control. Xtreme Webworks cautions that these statements
are further qualified by important factors that could cause actual results to
differ materially from those in the forward looking statements, including those
factors described under "Risk Factors" and elsewhere herein In light of
these risks and uncertainties, there can be no assurance that the forward-
looking information contained in this Prospectus will in fact transpire or
prove to be accurate. All subsequent written and oral forward-looking
statements attributable to Xtreme Webworks or persons acting on its behalf are
expressly qualified in their entirety by this section.
Uncertainty Due to Year 2000 Problem
The Year 2000 issue arises because many computerized systems use two
digits rather than four to identify a year. Date sensitive systems may
recognize the year 2000 as 1900 or some other date, resulting in errors when
information using the year 2000 date is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. The effects of the Year 2000 issue
may be experienced before, on, or after January 1, 2000, and if not
addressed, the impact on operations and financial reporting may range from
minor errors to significant system failure which could affect Xtreme Webworks's
ability to conduct normal business operations. This creates potential risk
for all companies, even if their own computer systems are Year 2000
compliant. It is not possible to be certain that all aspects of the Year
2000 issue affecting Xtreme Webworks, including those related to the efforts of
customers, suppliers, or other third parties, will be fully resolved.
Xtreme Webworks currently believes that its systems are Year 2000 compliant
in all material respects, its current systems and products may contain
undetected errors or defects with Year 2000 date functions that may result in
material costs. Although management is not aware of any material operational
issues or costs associated with preparing its internal systems for the Year
2000, Xtreme Webworks may experience serious unanticipated negative
consequences (such as significant downtime for one or more of its web site
properties) or material costs caused by undetected errors or defects in the
technology used its internal systems. Furthermore, the purchasing patterns of
advertisers may be affected by Year 2000 issues as companies expend significant
resources correct their current systems for Year 2000 compliance. Xtreme
Webworks does not currently have any information about the Year 2000 status of
its advertising customers. However, these expenditures may result in reduced
funds available for web advertising or sponsorship of web services, which
could have a material adverse effect on its business, results of operations,
and financial condition. Xtreme Webworks's Year 2000 plans are based on
management's best estimates.
Item 2. Management's Discussion and Analysis or Plan Of Operation
Note Regarding Projections and Forward Looking Statements.
This statement includes projections of future results and "forward-
looking statements" as that term is defined in Section 27A of the
Securities Act of 1933 as amended (the "Securities Act"), and Section
21E of the Securities Exchange Act of 1934 as amended (the "Exchange
Act"). All statements that are included in this Registration Statement,
other than statements of historical fact, are forward-looking
statements, Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. Important factors that could cause actual results to differ
materially from the expectations are disclosed in this Statement,
including, without limitation, with those forward-looking statements
contained in this Statement.
INDUSTRY
The inception of the Internet in the 1950's and 60's has led to an advancement
of technology that has finally reached the average American. Once the Internet
moved away from the intellectual and intelligence community, pioneers shaped
the landscape for gateways into the Internet with search engines called Yahoo,
Excite, Lycos and more. The search engines provided the Internet community with
a means to get information. The emergence of this ease of access shaped the
Internet community. After the pioneers came the permanent settlers and then
the big boys - IBM, AT&T etc.
As the number of users increased, masses of information became commonplace and
the move to actually developing a business environment with electronic commerce
became the next order of business. Electronic commerce has opened the floodgate
for international commerce and access to markets that were never heretofore
available. Although the Internet is a veritable fountain of continuous
information and business transactions with business estimates of over $3
billion by the year 2001, when the average person inquires into the Internet a
typical response may be over one million sites accessed. Unless the user
understands Boolean logic or has a
great deal of experience with the relationships between words to describe the
search the output of the search is so voluminous the user becomes a "victim" of
the Internet. The search yields superfluous results and pages and pages of
continual searching until they eventually get to the information they desire.
This requires determined persistency by a user, that eventually acquires the
skills.
MARKETPLACE
The pattern of search engine results of the Internet has led to the development
of marketing companies that have focused their efforts on the manipulation of
those results and advertising to help advertisers/businesses obtain positions
in the top thirty pages of a user's search. The user will then have access
to the information they require within the confines of their specific search.
These marketing companies have the task of maintaining professional people
versed in the various programming languages of the Internet. The marketing
companies have the task of insuring their advertisers are within the top thirty
pages of a user search.
In order to provide this service effectively to their clients, a marketing
firm must provide monitor reporting, updating, segmentation, classification of
the advertiser positioning. These features require a marketing firm to
discern the best advertising for their client - Is it Banner Advertising,
classified advertising, E-zine or search engine placement.
Each time a marketing firm advertises for a client they must determine the most
effective way to get the most exposure for its clients and at the same time
create an ad that will insure the client is "clicked" on by the user. Then a
methodology for interpreting the click from an information click to a "buying"
click must be established. Each area of marketing, from monitoring and
reporting all the way to "buying and electronic commerce" has a separate
focus and each has been addressed on the Internet by a variety of companies.
The electronic commerce has a link to all financial institutions, banks, credit
card companies and brokerage firms. Advertising has its roots in the
Needleham's and Olgivies of the world as well as the DoubleClicks of
cyberspace. Maintaining the ad and storage of the ad is done not only by the
traditional advertisers but by companies such as NetGravity. A platform for
all advertising and storage of the advertising is underway from companies
like MindShare Media which will provide a standard format for tracking and
monitoring the hits of an advertisement. The problem with these companies is
that they proceed under the traditional guidelines. The advertisement is
placed in a magazine, which now can be accessed on-line, and tracking and
storage of the ad is done by the advertising agency or
by the cyberspace company. The other source of advertising for the larger
companies is to place themselves on the web under their name and due to name
recognition traffic from users is forthcoming. However the large companies are
also faced with the domain name used. Ex. Barnes and Noble is bn.com. Ergo the
larger companies are at the same "advantage/disadvantage" as the small
business. People/users have to know the domain name in order to search
appropriately.
A disadvantage of the small business is that the small businesses do not and
cannot access the traditional venues due to costs of advertising in magazines
and the fact that there is no name recognition by users. This places large
and small firms on the same level within the Internet. The alternative for
small businesses is to get maximum exposure in the first thirty pages of a
"search". This is where companies like Xtreme WebWorks, A-1 Submit, and
BizWeb2OOO come in handy.
COMPETITION
The Internet has a plethora of competitors in the advertising and marketing
industry. These companies range from Needleham and Olgivy as top advertisers to
professors at Universities who specialize in marketing and do consulting work
for major corporations as part of their research. The direct competition for
Xtreme WebWorks is limited to six or seven cyberspace companies with the major
competitors being A-1 Submit and Biz2OOO.
These competitors offer the following services:
Banner Advertising
Classified Advertising
E-zine Advertising
Search Engine placement
These companies also offer submissions to the classified ads on the Internet
with a variance of 300 to 4000 "high traffic" classified advertising
locations. They also offer free marketing books and articles written by
"advertising and marketing" specialists. These companies offer a report
detailing classified ad and confirmation status on the locations where your ad
will be placed.
Although these firms claim to do search engine placement, it cannot be verified
that continual placement within the first thirty pages of a search based on a
predefined category has been attained. These firms focus most of their
attention on the classified sections or in promoting an e-book which is an
advertising "marketing" book for the Internet. Therefore, Xtreme WebWorks has
not found a direct competitor for its products.
Xtreme WebWorks specializes in search engine placement only due to the
intricacies of the placement process. Xtreme WebWorks, due to its
professional programming staff, has been able to place their clients in the
top thirty pages due to a thorough understanding of the various major search
engines. It is this knowledge and expertise that the client is purchasing
from Xtreme WebWorks.
Xtreme WebWorks has a business plan and a growth plan that will enable the
company to continually grow even when the major search engines change their
computer algorithm for determining placement. In order to perform these
functions it will require continual attention and software adjustment and
professional hires dedicated to programming and marketing.
Therefore, Xtreme WebWorks is well positioned to capture a portion of that
segment of the substantial marketing dollars dedicated to search engine
placement.
THE COMPANY HISTORY
Xtreme WebWorks, is located in Las Vegas, Nevada. The company vas incorporated
February 1994 under the name of Shogun Advertising with its primary business
being the manufacturing and sale of calendars with its primary customer being
The Posse, a Canadian football team. This relationship ended in 1996 and
Shogun Advertising reevaluated its position and direction. In 1998, the
company changed its name to Xtreme WebWorks when Paul and Shaun Hadley came on
board and offered web site design and development for the company. The client
ranges from individual to corporations.
A telemarketing force was hired to provide leads for the company. This effort
provided some leads but after researching the results the company decided to
direct its advertising dollars towards mail outs, newspaper advertising, e-mail
and word of mouth. This direction has led to a concentrated effort for medium
to large companies with an employee base of ten or more.
Xtreme WebWorks has as one of its clients World Stock Watch which has a
distribution of 30,000 investment professionals nationwide. An arrangement
could be made with World Stock Watch to do marketing for many of the firms
featured within the publication.
BUSINESS TODAY
Xtreme WebWorks in the last year has hired two full time people to address the
need to develop a comprehensive software package that will allow a clients web
site to automatically be positioned in predefined categories and placed within
very strong position on a "users" search results. Although the software is in
its definition stage, the program has been done elsewhere and Xtreme WebWorks
will be utilizing this plus adding, upgrading and redefining the software to
accommodate their own client requirements.
Xtreme WebWorks has 26 clients that have required web site designs, and have
Beta tested two clients for search engine placement. One client, World Stock
Watch, has asked for publishing capabilities. With mass mail out
capabilities. In order to accommodate these requirements, Xtreme WebWorks
has established a relationship with Image Art Works to produce the magazine
for World Stock Watch. This arrangement has been beneficial for Xtreme WebWorks
because it allows access to new start up companies that World Stock Watch is
featuring in their magazine.
Xtreme WebWorks has tried , the telemarketing approach to sales and has decided
to utilize mass mailings, e-mail and direct marketing. The results have
yielded ten active inquiries in the last 30 days and Xtreme WebWorks has closed
two of these leads. Xtreme WebWorks is actively in discussion with major
hotels and golf resorts to provide their services.
Xtreme WebWorks has secured their computer network and upgraded the hardware
and software to accommodate electronic commerce and a triple growth rate
forecasted for the year 2000.
BUSINESS STRATEGY
Xtreme WebWorks business strategy is to triple the business in the year 2000
and to exponentially grow each year. A grass roots effort is being made by
hiring a sales force that can bring in 30 new accounts a month after
training. The ability to reach this goal requires Xtreme WebWorks to form
relations with firms like World Stock Watch (WSW) and to access WSWs companies
discussed in the publication. Networking utilizing the new Board's
connections, joint venturing with the 20,000 independent ISP providers
nationally, reference selling to their current clients
business associates, mass mail outs will all help Xtreme WebWorks triple their
business in the year 2000.
The internal executives will continue an educational program outside of Working
hours to attain a comprehensive understanding of business. The executives will
also be looking for others with an extensive background in growing a start up by
hiring a professional CFO and a Vice President of Sales to develop an internal
sales force.
An analysis for projected growth and the cash flow required to attain this
projected growth is included in the financial statements along with any
assumptions required.
PRODUCT
The marketing product developed by Xtreme WebWorks allows the client to be
listed within the top thirty pages of a search by a user within a predefined
list of phrases. The length of the list is defined by the client's
requirements or classifications of the company.
After defining the categories from which the client business can be described,
decisions are made on how to best bring business to the clients site.
The clients requirements are then coded into an array of HTML and a view of
the clients positioning is continually monitored. Parameters are constantly
monitored within the search engine and clients
requirements to insure that the proper placement is maintained. Reports and
continual monitoring are available to the client. Updating and continual
segmenting and reclassification of the parameters are available to the client
should they wish to alter their marketing efforts.
The product is priced so as to appeal to the general
market but with enough foresight to allow for the growth of the client's
needs. Growth for the client can come by increasing the number of search
engines, the actual placement within the search engine, the amount of
monitoring, the number of words that a user can search on for defining the
client's products or by the web site design.
MARKET STRATEGY
The marketing strategy for Xtreme WebWorks has one focus and that is to
provide positioning and ultimately site traffic and customers. In order to
achieve this goal the firm proposes to analyze the clients requirements,
report periodically to the client as to the placement, statistically analyze,
reconcile, maintain a client data base and reconcile the number of times the
client is placed in the top ten, top fifty and top 100 places in a search and to
offer electronic commerce for their clients.
Ancillary services required to effectively produce this product requires that
Xtreme WebWorks establish relationships to accommodate a clients varying
requirements. In the past customers have needed web design, computer
education, publishing capabilities, marketing comprehension, training,
maintenance, web site hosting, and client mailouts.
A typical client with sales ranging between zero and $10 million in sales is
web designing and hosting. As this client grows the positioning of the clients
business will lend itself to the more comprehensive services of Xtreme
Web Works. A client with $10 to $100 million in sales will require the
positioning capabilities as well as monitoring, analysis and software
products of Xtreme Web Works. The larger accounts such as a possible major
Las Vegas Hotel, etc. will
require a more detailed and customized approach from Xtreme WebWorks. Services
like continual monitoring, altering the placement to accommodate weekend
specials, geographical penetration, market as well as search engine placement,
extensive analysis, "hits", "hits with purchase" and customizing the actual
web site.
Each client has a particular mixture of requirements and can be accommodated
either on a flat monthly fee or on an hourly basis. The client then has the
choice of accepting pre-established templates for the web site and for the
reports or of customizing the sites, reports and analysis of the information.
PERSONNEL
The staffing required to meet the clients needs have been defined by the
following ratios. One professional HTML qualified person per thirty web site
clients per monthwith a fourteen search engine placement criteria. One sales
professional to door knock and one sales professional for clients with sales
between 10 and 100 million dollars in revenue and one sales person devoted to
the larger accounts.The door knocking sales person is expected to sell within
any given month 12 web site designs or 12 market placements per month. The
sales professional selling to the $10-$100 million market are expected to close
12 market placements per month with a start up period of six months to obtain
referrals, and network appropriately within their territory.
This sales professional will also be responsible for large accounts until
volume requires the additional personnel.
Currently, the structure of Xtreme WebWorks is: the CEO, Don Bradley. Don has
been in the construction and real estate industry for over twenty years.
Throughout his corporate life he has become fluent in business and business
law by taking correspondent classes at the University of Utah and Brigham Young
University. Mr. Bradley has worked as a consultant to UCAN, an engineering
firm and has formed, restructured and performed reverse mergers throughout his
career. He has been with Xtreme WebWorks since its inception. The President is
Shaun Hadley. Shaun has a banking background when she worked as a corporate
service officer for the U.S. Bank of Nevada and a customer service
representative for Security Pacific Bank of Nevada. Ms. Hadley's background
with training new employees, providing problem resolution for banking clients,
and working as the liaison between various divisions and subsidiaries to ensure
and enforce cash management services, and operational flow within and outside of
the company.
Mr. Paul Hadley heads up the technical side of the house with his four years
experience at Xtreme WebWorks, classes taken at Southern Nevada Community
College, Computer City, Comp USA and New Horizons Learning Center.
Mr. Hadley worked for Empire Marketing where he was a sales manager in a
telemarketing capacity.
There is one full time programmer and two contract programmers, proficient in
HTML and in Internet applications. In order to address the day to day
operations, telephone prospecting, follow up for information requests the
company has three part time college students.
STRATEGIC ALLIANCES
Xtreme WebWorks is relocating to a more central area in Las Vegas and expects to
hire another sales person to "door knock" in the local area. Xtreme WebWorks
is actively recruiting for new Board Members looking within the educational
system such as UNLV and New Horizons Computer Learning Center. Xtreme WebWorks
has been asked to join the Social Register of Las Vegas and is a member of the
Chamber of Commerce. Other alliances Xtreme WebWorks expects to form are with
the Rotary Club, the entrepreneur center at UNLV, the business school and
computer department at UNLV.
The relationship with New Horizons Computer Learning Center will provide Xtreme
WebWorks a challenge to educate their clients while obtaining new clients for
themselves. The relationship with UNLV will provide Xtreme WebWorks with a
channel or developing new ideas for marketing, upgrading the reports and
techniques offered to Xtreme WebWorks clients, involvement with larger
businesses, and in return Xtreme WebWorks can offer job opportunities for
undergraduates and graduate students.
Xtreme WebWorks will form an alliance with a big six accounting firm for their
auditing and consulting experience and in return will be able to explore this
firms network of resources and contacts to expand their marketplace. Xtreme
WebWorks is in the process of obtaining a CFO and is using firms like Tatum
Partners, in order to provide salary plus equity as incentives to grow the
company. Also, a relationship with the local Rotary Club and Chamber of
Commerce will enable market penetration into the network of local businesses
requiring web services.
FRIENDS
Imagemaker Printing
Caldwell Banker
Accord Real Estate
World Stock Watch
Las Vegas Chamber of Commerce
Social Registry of Las Vegas
STRENGTHS AND WEAKNESSES
The company's strengths can be assessed by considering the following factors:
The company has crossed the two year mark which is usually the time when most
start ups fail. The company has 25 customers who pay a monthly fee for Xtreme
WebWorks services. The original executives are still in place and working to
develop a myriad of programs to continue the company's growth. The company has
grown from two employees to four full-time employees, three part time
employees, and two independent consultants. The Company has expanded their
services to include web site development, search engine placement, mass mail
outs, and publishing capabilities. The company has expanded their product
placement from $5 million in revenue clients to over $10 million in revenue.
The weaknesses of the company are:
The need to have an experienced Board of Directors, a more structured
organization, a comprehensive accounting system, an inexperienced sales force
and a network of strategic and business alliances and development of a standard
software package.
Most of the weaknesses of the company can be overcome by actively recruiting
members for the Board by inquiring into the educational and business
community. Strategic alliances and business alliances can be established. A
more effective accounting system can be achieved by utilizing services of
firms like Tatum Partners, who have CFO's for hire on a temporary/permanent or
full time/part time basis. An inexperienced sales force can be altered by
hiring a sales executive experienced in developing an internal sales force.
The development of the software package can only be done over time. However,
on an interim basis a well defined process for development, monitoring of the
software development and testing of the software should be established with
well defined milestones for completion.
The strength of Xtreme WebWorks exceeds the weaknesses and the Weaknesses can be
altered by hiring the appropriate personnel.
BUSINESS IMPLEMENTATION
In order to accomplish the business strategy a detailed implementation with job
descriptions and qualifications is listed below.
CEO
The CEO is responsible for forming strategic alliances and presentation of
company direction to interested groups who can help raise money and expand
the business. Every month the CEO should establish seven new alliances with a
formal agreement as to the expectations of the alliance. The CEO is
responsible for developing a corporate mission statement utilizing the current
and new staff within the business. Responsibilities also include:
Weekly meetings with each employee or representative from each department
within the organization.
Daily meetings or reviewing daily reports by employees stating accomplished
tasks for the day.
Evaluating each marketing and sales program implemented to determine the
success of each program. Examples are dollars spent by revenue generated,
number of calls made versus number of sales calls closed, web development
costs versus payment by client for the site.
Form relationships with local media for news releases
Establish a business marketing motto for the company
Establish relationships with national organizations to exploit membership lists
Develop and implement projected revenues for the company
Determine personnel required to reach expected goals.
CFO
Standardize the process for reporting of expenses.
Standardize the process for payment of expenses (weekly, monthly, quarterly),
Establish banking relationship with banks specializing in start ups.
Explore big six accounting firms for growing the business.
Establish a network within the financial community.
Establish working relationship with local sources for funding
Formalize the accounting structure and software for accounting to facilitate
growth
Develop a pricing standard for basic services
VICE PRESIDENT OF SALES
Establish a relationship with a local computer school or university for
resources to hire.
Develop an internal training program for sales
Hire salespeople , Develop and implement a quota and commission structure for
the sales force.
Develop a performance plan for each sales person
Track sales leads
Develop a report for sales to describe activities
Develop a standard letter introducing Xtreme WebWorks
Develop a standard sales pitch for one call closes
Develop a standard proposal for use with larger accounts
Develop and implement turning accounts over to technical personnel for
development.
Reach the goals for sales
QUALIFICATIONS
CFO
Start up experience required, wall street friendly, experience raising funds, a
network of relationships in the venture capital or investment banking industry,
big six experience, CPA, MBA degrees.
VICE PRESIDENT OF SALES
Developed a new sales force, ability to formulate and implement a sales plan
commensurate with corporate goals, hire, train and motivate a sales force in an
internet/high tech environment, software experience, web site marketing
experience, Degree in Marketing from a top ten school.
CHIEF TECHNICAL OFFICER
Extensive software development for the Internet, software package development ]
and product management experience, JAVA and HTML experience, government
associations, extensive corporation business network, Consulting experience in
the high tech arena, experience in research and development, intimately aware of
strategic development on the Internet. B.S. in computer science or equivalent.
Competition
The Xtreme Webworks may experience substantial competition in its efforts to
locate and attract clients. Many competitors in the internet industry have
greater experience, resources, and managerial capabilities than Xtreme Webworks
and may be in a better position than the Xtreme Webworks to obtain access to
attractive clientele. There are a number of larger companies which will
directly compete with the Xtreme Webworks. Such competition could have a
material adverse effect on Xtreme Webworks's profitability.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment company" as
an issuer, which is or holds it out as being engaged primarily in the
business of investing, reinvesting, or trading securities. While Xtreme
Webworks does not intend to engage in such activities, Xtreme Webworks
may obtain and hold a minority interest in a number of development
stage enterprises. Xtreme Webworks could be expected to incur
significant registration and compliance costs if required to register
under the Investment Company Act of 1940. Accordingly, management will
continue to review Xtreme Webworks' activities from time to time with a
view that toward reducing the likelihood Xtreme Webworks could be
classified as an "investment company".
Employees
Xtreme Webworks, Inc has 5 full time employees and 1 part time employee.
Item 3. Description of Property.
Xtreme Webworks has no properties and at this time has no agreements to
acquire any properties.
Xtreme Webworks presently occupies office space supplied by Shaun
Hadley, 8100 W. Sahara 2nd Floor, Las Vegas, Nevada 89117. This space is
provided to Xtreme Webworks on a rent-free basis, and it is anticipated
that this agreement will remain until such time that the necessity to expand
arrises. Management believes that this arrangement will meet Xtreme Webworks'
needs for the foreseeable future.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
The following table sets forth each person known to Xtreme Webworks to
be a beneficial owner of five percent (5%) or more of the Company's
common stock, by the Company's directors individually, and by all of
the company's directors and executive officers as a group. Except as
noted each person has sole voting and investment power with respect to
the shares shown.
Shareholders Shares Owned Percent Owned
Katherine Livengood 75,000 shares 15.3%
Jim Burgauer 25,000 shares 5.1%
Donald Bradley 17,600 shares 3.6%
Total Shares 490,459
Total Shareholders 37
Item 5. Directors, Executive Officers, Promoters, And Control
Persons.
The members of the Board of Directors of Xtreme Webworks serve until
the next annual meeting of the stockholders, or until their successors
have been elected. The officers serve at the pleasure of the Board of
Directors.
There are no agreements for any officer or director to resign at the
request of any other person, and none of the officers or directors
named below are acting on behalf of or at the direction of any other
person.
Information as to the directors and executive officers of Xtreme
Webworks is as follows:
Name Age Position
Shaun Hadley 40 President/Director
Paul Hadley 43 Secretary
Sherri Henderson 35 Treasurer
James Burgauer 42 Director
Douglas B. Myers 39 Director
Kip Swann 48 Director
Donald Bradley 68 Director
The above listed officers and directors will serve until the next
annual meeting of the shareholders or until their death, resignation,
retirement, removal, disqualification, or until their successors have
been duly elected and qualified. Vacancies in the existing Board of
Directors are filled by majority vote of the remaining Directors.
Officers of the Company serve at the will of the Board of Directors.
There are no agreements or understandings for any officers or director
to resign at the request of another person and no officer or director
is acting on behalf of or will act at the direction on any other
person. Paul Hadley and Shaun Hadley are husband and wife.
Shaun Hadley; President
Mrs. Shaun Hadley has an extensive financial and banking background.
She has a long history in the banking industry starting at Security
Pacific Bank in 1989. After making significant advances to staff manager
during the four years she was there, Shaun transferred to U.S. Bank
where she played a vital role in banking operations. As Corporate
Service Officer, Shaun gained manager and supervisor skills necessary
in a customer service department. She developed and retained
deposit transaction relationships with customers by providing timely,
accurate, efficient and professional customer service.
James Burgauer; Director
Mr. James Burgauer received a Bachelor's Degree in Business Administration
at the University of Illinois and then continued his education at Illinois
State University to receive his Master's Degree. Mr. Burgauer has tremendous
marketing and investment knowledge that he has contributed to a number of
companies.Mr. Burgauer is the author of two well-known books, The
Do-It-Yourself Investor and Do-It-Yourself Investment Analysis.
Douglas B. Myers; Director
Mr. Douglas B. Myers attended the University of Illinois at Urbana-
Champaign, where he majored in Computer Science and Engineering. Mr.
Burgauer assisted with development and implementation of a Point of Sale and
a Back Office Accounting system at Ace Hardware. At SuperSoft, Inc., he
completely redeveloped computer software products and enhanced their
programs. He then transferred his expertise to the Sublogic Corp.
where he became the Director of Engineering. He was personally responsible
for developing the Airline Transport Pilot and Flight Light simulation
systems, which brought SubLogic to the front of the 3-D simulation industry.
Currently, Mr. Myers is using his wide depth of experience in software
development as the President and Director of Development for Docu-Management
Corporation.
Kip Swan;Director
Mr. Kip Swan has over twenty-two years of experience in the office products
industry, maintaining a healthy growth rate and a strong market position of
sales. Mr. Swan also served as Account Executive and Distribution Center
Manager for United Stationers and worked as Purchasing, Inventory, and
Warehouse Manager at Boise Cascade Office Products. Duties included
supervising employees, overseeing all functions including accounting, expense
budgets,computers, warehouse inventory, and product distribution. Mr. Swan
also hasfive years experience as a 50% Equity Managing Partner in real estate
sales, land development, and new construction. Emphasing the importance of
teamwork, Mr. Swan strives to achieve a high degree of employee morale.
Paul Hadley; Secretary
Mr. Paul Hadley currently acquires, designs, develops, and promotes
websites. With the expert help of Mr. Hadley and the internet, over
twenty-five businesses have increased their sales and profit over the past
two years. Before building his own prosperous website promotion company,
Mr. Hadley gained more than ten years experience in sales, marketing, and
administration while working as a Sales/Loan Officer at West Coast Capital
and a Sales Manager at Empire Marketing. Besides gaining experience on the
job, Mr. Hadley has completed a variety of courses, including, Word, Excel,
Access, Win95, PC Hardware and Repair, Java, Unix, Adobe Photo Shop,
Web Design, HTML, Corel 6, and Ventura 5.
Sherri Henderson;Treasurer
Ms. Sherri Henderson graduated from Salt Lake Community College with a 4.0
GPA. Working as a medical assistant for OBGYN Associates, Ms. Henderson
performed many important duties including taking patients' histories, vital
signs, and charting any other pertinent information. Other necessary tasks
included scheduling tests, assisting doctors in patient exams, Ultrasounds,
surgical procedures, and handled all in-coming phone calls. Later, Ms.
Henderson was self-employed as a daycare provider in her home. Presently,
she is an independent sales representative for Salt Lake City Candle Company.
Duties include scheduling open houses, bookkeeping, and candle deliveries.
Conflicts of Interest
Insofar as the officers and directors are engaged in other business
activities, management anticipates they will be devoting a major amount
of time to Xtreme Webworks' affairs. The officers and directors of
Xtreme Webworks may in the future become shareholders, officers, or
directors of other companies, which may be formed for the purpose of
engaging in business activities similar to those conducted by Xtreme
Webworks. Xtreme Webworks does not currently have a right of first
refusal pertaining to opportunities that come to management's attention
insofar as such opportunities may relate to Xtreme Webworks' proposed
business operations. But does plan to implement a plan of this nature.
Investment Company Act of 1940
Although Xtreme Webworks will be subject to regulation under the
securities Act of 1933 and the Securities Exchange Act of 1934,
management believes Xtreme Webworks will not be subject to regulation
under the Investment Company Act of 1940 insofar as Xtreme Webworks
will not be engaged in the business of investing or trading in
securities. In the event Xtreme Webworks engages in business
combinations which result in the company holding passive investment
interests in a number of entities, Xtreme Webworks could be subject to
regulation under the Investment Company Act of 1940. In such event,
Xtreme Webworks would be required to register as an investment company
and could be expected to incur significant registration and compliance
costs. Xtreme Webworks has obtained no formal determination from the
Securities and Exchange Commission as to the status of Xtreme Webworks
under the Investment Company Act of 1940 and, consequently, any
violation of such Act would subject Xtreme Webworks to material adverse
consequences.
Item 6. Executive Compensation
Currently, Shaun Hadley, the President and Director, and Paul Hadley, the
Secretary, are the only executives to receive any type of compensation.
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and Principal Year Salary Bonus Other Compensation
Position
Shaun Hadley
President/Director 1999 $9,630.00 0 None
2000 $38,175.00 0 None
Paul Hadley
Secretary 1999 $37,150 0 None
2000 $38,175.00 0 None
No Officer or Director has received any type of long term compensation.
Item 7. Certain Relationships And Related Transactions
There have been no related party transactions, or any other
transactions or relationships required to be disclosed pursuant to Item
404 of Regulation S-B
Item 8. Legal Proceedings
Xtreme Webworks is not a party to any material pending legal
proceedings and, to the best of its knowledge, no such action by or
against Xtreme Webworks has been threatened.
Item 9. Market For Common Equity And Related Stockholder Matters.
There is no trading market for Xtreme Webworks' Common Stock at present
and there has been no trading market to date. Management has not
undertaken any discussions, preliminary or otherwise, with any
prospective market maker concern in the participation of such market
maker in the after-market for Xtreme Webworks' securities and
management does not intend to initiate any such discussions until such
time as Xtreme Webworks has consummated a merger or acquisition. There
is no assurance that a trading market will ever develop or, if such a
market does develop, that it will continue.
Market Price
Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-
9, which established the definition of a "penny stock," for purposes
relevant to Xtreme Webworks 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 receives 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 and objectives of the person; and (ii) make a reasonable
determination that the transactions in penny stocks are suitable for
that person and that 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 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.
The National Association of Securities Dealers, Inc. (the "NASD"),
which administers NASDAQ, has recently made changes in the criteria for
initial listing on the NASDAQ Small Cap market and for continued
listing. For initial listing a company must have net tangible assets
of $4 million, market capitalization of $50 million or net income of
$750,000 in the most recently completed fiscal year or in two of the
last three fiscal years. For initial listing, the common stock must
also have a minimum bid price of $4 per share. In order to continue to
be included on NASDAQ, a company must maintain $2,000,000 in net
tangible assets and a $1,000,000 market value of its publicly-traded
securities. In addition, continued inclusion requires two market makers
and a minimum bid-price of $1.00 per share.
Holders
There are thirty-seven (37) holders of the Xtreme Webworks' Common
Stock. In 1996, Xtreme Webworks issued 250,000 of its Common Shares for
cash. All of the issued and outstanding shares of Xtreme Webworks'
Common Stock were issued in accordance with the exemption from
registration afforded by Section 4(2) of the Securities Act of 1933, as
amended.
As of the date of this registration statement, 555,000 shares of Xtreme
Webworks' Common Stocks are eligible for sale under Rule 144
promulgated under the Securities Act of 1933, as amended, subject to
certain limitations included in said Rule. In general, under Rule
144, a person (or persons whose shares are aggregated), who has
satisfied a one year holding period, under certain circumstances, may
sell within any three-month period a number of shares which does not
exceed the greater of one percent of the then outstanding Common Stock
or the average weekly trading volume during the four calendar weeks
prior to such sale. Rule 144 also permits, under certain
circumstances, the sale of shares without any quantity limitation by a
person who has satisfied a two year holding period and who is not, and
has not been for the preceding three months, an affiliate of Xtreme
Webworks.
Dividends
The Registrant has not paid any dividends to date, and has no plans to
do so in the immediate future.
Item 10. Recent Sales Of Unregistered Securities.
Xtreme Webworks issued 107,273 shares to 8 shareholders on May 4th, 2000.
All of the shares of Common Stock of the Companies previously issued have been
issued for investment purposes in a "private transaction" and are
"restricted" shares as defined in Rule 144 under the Securities Act of
1933, as amended. These shares may not be offered for public sales
except under Rule 144, or otherwise, pursuant to the said Act.
As of the date of this report, all of the issued and outstanding shares
of Xtreme Webworks' common stocks are eligible for sale under Rule 144
promulgated under the Securities Act of 1933), as amended, subject to
certain limitations included in the said Rule.
In summary, Rule 144 applies to affiliates (that is, control persons)
and nonaffiliated when they resell restricted securities (those purchased from
the issuer or an affiliate of the issuer in nonpublic transaction).
Nonaffiliated reselling restricted securities, as well as
affiliates selling restricted or nonrestricted securities, are not
considered to be engaged in a distribution and, therefore, are not deemed to be
underwriters as defined in Section 2 (1 1), if six conditions are met:
(1) Current public information must be available about the issuer
unless sales are limited to those made by nonaffiliated after two years.
(2) When restricted securities are sold, generally there must be a one
year-holding period.
(3) When either restricted or nonrestricted securities are sold by an
affiliate after one year, there are limitations on the amount of
securities that may be sold; when restricted securities are sold by
non-affiliates between the first and second years, there are identical
limitations; after two years, there are no volume limitations for resells by
non-affiliates.
(4)Except for sales of restricted securities made by nonaffiliated
after two years, all sales must be made in brokers' transactions as
defined in Section 4 (4 of the Securities Act of 1933 ), as amended, or
a transaction directly with a "market maker" as that term
is defined in Section 3(a) (38) of the 1934 Act.
(5) Except for sales of restricted securities made by non affiliates
after two years, a notice of proposed sale must be filed for all sales in
excess of 500 shares or with aggregate sales price in excess of $ 10,000.
(6) There must be a bona fide intention to sell within a reasonable
time after the filing of the notice referred to in (5) above.
Item 11. Description Of Securities.
Common Stock
The Company's Articles of Incorporation authorizes the issuance of
25,000,000 shares, par value $0.001. There are 490,459 Common Shares
issued and outstanding as of the date of this filing.
All shares of Common Stock have equal voting rights and, when validly
issued and outstanding, are entitled to one voter per share in all
matters to be voted upon by shareholders. The shares of Common Stock
have no preemptive, subscription, conversion or redemption rights and
may be issued only as fully-paid and non-assessable shares. Cumulative
voting in the election of directors is not permitted, which means that
the holders of a majority of the issued and outstanding shares of
Common Stock represented at any meeting at which a quorum is present
will be able to elect the entire Board of Directors if they so choose
and, in such event, the holders of the remaining shares of Common Stock
will not be able to elect any directors. In the event of liquidation
of Xtreme Webworks, each shareholder is entitled to receive a
proportionate share of Xtreme Webworks' assets available for
distribution to shareholders after the payment of liabilities and after
distribution in full of preferential amounts, if any. All shares of
Xtreme Webworks' Common Stock issued and outstanding are fully paid and
non-assessable. Holders of the Common Stock are entitled to share pro
rata in dividends and distributions with respect to the Common Stock,
as may be declared by the Board of Directors out of funds legally
available therefore.
Item 12. Indemnification Of Directors And Officers.
Except for acts or omissions which involve intentional misconduct fraud
or known violation of law or for the payment of dividends in violation
of Nevada Revised Statutes, there shall be no personal liability of a
director or officer to Xtreme Webworks, or its stockholders for damages
for breach of fiduciary duty as a director or officer. Xtreme Webworks,
may indemnify any person for expenses incurred, including attorneys
fees, in connection with their good faith acts if they reasonably
believe such acts are in and not opposed to the best interests of
Xtreme Webworks, and for acts for which the person had no reason to
believe his or her conduct was unlawful. Xtreme Webworks may indemnify
the officers and directors for expenses incurred in defending a civil
or criminal action, suit or proceeding as they are incurred in advance
of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to
repay the amount of such expenses if it is ultimately determined by a
court of competent jurisdiction in which the action or suit is brought
determined that such person is fairly and reasonable entitled to
indemnification for such expenses which the court deems proper.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to officers, directors or persons controlling Xtreme
Webworks, pursuant to the foregoing, Xtreme Webworks, has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities
Act of 1933, as amended, and therefore unenforceable.
Item 13. Financial Statements
The financial statements and supplemental data required by this Item 13
follow the index of financial statements appearing at Item 15 of this
Form 10-SB.
Item 14. Changes In And Disagreements With Accountants
On Accounting And Financial Disclosures.
The Registrant has not changed accountants since its formation, and
Management has had no disagreements with the findings of its accountants.
Item 15. Financial Statements And Exhibits.
Financials attached
EXHIBIT LIST
3.1 Articles
3.1 By Laws
23.1 Power of Attorney
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form 10SB12G and authorized this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorize, in the City of Las Vegas, State of Nevada.
XTREME WEBWORKS, INC.
By:/s/ Shaun Hadley
President
XTREME WEBWORKS
FINANCIAL STATEMENTS
APRIL 30, 2000
XTREME WEBWORKS
CONTENTS
Page
Independant Auditor's Report 1
Financial Statements
Balance Sheet 2
Statement of Operations 3
Statement of Changes in Stockholders Equity 4
Statement of Cash Flows 5
Notes to Financial Statements 6-7
INDEPENDANT AUDITOR'S REPORT
Board of Directors
Xtreme Webworks
Las Vegas, Nevada
I have audited the accompanying balance sheet of Xtreme Webworks as of
April 30, 2000, and the related statements of operations, changes in
stockholders' equity and cash flows for the four month period ended April
30, 2000. These financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on thses financial
statements based on my audits.
I conducted my audit in accordance wiht generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examing, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principals used and significant estimates
made by management, as well as evaluating the overall financial reasonable
basis for my opinion.
In my opinion, the financial statements referred to above fairly, in all
material respects,the financial position of Xtreme Webworks as of April 30,
2000, in conformity with generally accepted accounting principles.
Kurt D. Saliger C.P.A.
May 16, 2000
<TABLE>
XTREME WEBWORKS
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
APRIL 30, 2000
<CAPTION>
<S> <C>
ASSETS
CURRENT ASSETS
Cash $12,698
Accounts Receivable $82,853
Notes Receivable $70,796
--------
TOTAL CURRENT ASSETS $166,347
PROPERTY AND EQUIPTMENT, NET $2,488
OTHER ASSETS $74,830
-------
TOTAL ASSETS $243,665
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $7,000
Accrued Liabilities $0
Current Portion, Long Term Debt $0
------
TOTAL CURRENT LIABILITIES $7,000
LONG-TERM DEBT $0
STOCKHOLDERS' EQUITY
Common Stock, $0.001 par value
authorized 50,000,000 shares;
issued and outstanding
490,459 shares at April 30, 2000 $490
Additional Paid in Capital $430,207
Deficit Accumulated During
Development Stage ($194,032)
--------
TOTAL STOCKHOLDERS' EQUITY $236,665
--------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $243,665
========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
XTREME WEBWORKS
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
<CAPTION>
<S> <C> <C>
For the August
four months 14, 1994
ended (inception)
April to April 30,
30, 2000 2000
REVENUES $67,640 $100,015
INTEREST INCOME $2,824 $23,196
------- --------
$70,464 $123,211
OPERATING EXPENSES
Selling, general and
administrative $177,838 $316,011
Depreciation $66 $1,232
-------- --------
TOTAL OPERATING EXPENSES $177,904 $317,243
-------- --------
(LOSS) FROM OPERATIONS ($107,440) ($194,032)
OTHER INCOME (EXPENSES)
Gain on sale of assets $0 $0
Interest Expense $0 $0
-------- --------
(LOSS) BEFORE INCOME TAXES ($107,440) ($134,032)
Income Taxes $0 $0
-------- ---------
NET PROFIT (LOSS) ($107,440) ($134,032)
======== =========
NET PROFIT (LOSS)
PER SHARE ($0.2191) ($0.3956)
======= ========
AVERAGE NUMBER OF
SHARES OF COMMON
STOCK OUTSTANDING 490,459 490,459
======= =======
</TABLE>
See accompanying notes to financial statements.
<TABLE>
XTREME WEBWORKS
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
APRIL 30, 2000
<CAPTION>
<S> <C> <C> <C> <C>
COMMON STOCK
------------ (DEFICIT)
ACCUMULATED
NUMBER ADDITIONAL DURING
OF PAID IN DEVELOPMENT
SHARES AMOUNT CAPITAL STAGE
------ ------ ---------- -----------
Balance,
Dec. 31, 1997 157,852 $158 $157,694 ($28,415)
Various 1998 dates
Issued for cash 70,400 $71 $68,831
Net (Loss), 12-31-98 ($18,459)
------- ---- -------- ---------
Balance,
Dec. 31, 1998 228,852 $229 $226,523 ($46,874)
Various 199 dates
Issued for cash 105,584 $105 $86,367
Net (Loss), 12-31-99 ($39,718)
------- ---- -------- ---------
Balance,
Dec. 31, 1999 334,436 $334 $312,890 ($86,592)
Various 2000 dates
Issued for cash 126,550 $127 $87,873
March 30, 2000
Issued for services 29,473 $29 $29,444
Net (Loss), 04-30-00 ($107,440)
------- ---- ------- ----------
Balance
January 31, 2000 490,459 $490 $430,207 ($194,032)
======= ==== ======== ==========
</TABLE>
See accompanying notes to financial statements.
<TABLE>
XTREME WEBWORKS
(A DEVELOPMENTAL STAGE COMPANY)
STATEMENT OF CASH FLOWS
<CAPTION>
<S> <C> <C>
AUGUST 14,
JAN 1 1994
TO (INCEPTION)
APRIL TO APRIL
30, 2000 30, 2000
CASH FLOWS FROM
OPERATING ACTIVITES
Net Income (Loss) ($107,440) ($194,032)
Depreciation $66 $1,232
Accounts/Notes Receivable $4,776 ($236,299)
Accounts Payable ($4,650) $7,000
--------- ----------
CASH FLOWS FROM
OPERATING ACTIVITIES
Issue common stock $117,473 $434,797
Treasury stock $0 $0
-------- --------
Net increase
(decrease) in cash $10,225 $12,698
Cash, Beginning
of Period $2,473 $0
------- -------
Cash, end
of Period $12,698 $12,698
</TABLE>
See accompanying notes to financial statements.
XTREME WEBORKS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
NOTE 1- HISTORY AND ORGANIZATION OF THE COMPANY
The company was organized August 14,1994 under the laws of the State of Nevada,
under the name of Shogun Group, Ltd. The company consults and sells advertisin
May 10, 1998, the name of the Company was changed to Xtreme Webworks. The
Company currently has no profitable operations and, in accordance with SFAS #7
is considered a development stage company.
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expanses on the accural method of accounting.
Estimates
The preparation of financial statements in conformity with generally accpepted
accounting principles requires management to makeestimates and assumptions that
affect the reported amounts of assets and liabilities, disclosure of contingent
assets and liabilities, and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.
For the statements of cash flows, alhighly liqud investments with a maturity of
three months or less are considered to be cash equivalents. There were no cash
equivelants as of April 30, 2000.
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 forIncome Taxes." A deferred tax asset or liability is recorded
for all temporary differences between financial and tax reporting. Deferred tax
expense (benefit) results fromthe net change during the year of deferred tax
assets and liabilities.
XTREME WEBWORKS
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Loss Per Share
Net loss per share is provided in accordance with Statement of Financial
Accounting Standars No. 128 (SFAS #128) "Earnings {er Share." Basic loss per
share reflects per share is computed by dividing lisses 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 result
if dilutive common stock equivalents had been converted to common stock. As of
April 30, 2000, the Company had no dilutive common stock. Equivalents such as
stock options.
Property and Equipment
Property and Equipment is stated at cost. Depreciation is recorded using the
straight line method over the useful life of the asset of seven years.
Notes Receivable
Notes recevable represents a loan to either a director or an officer of the
Company. The notes are unsecured and due on demand by the Compan. The notes
bear an interest rate of 10% per annum.
NOTE 3- STOCKHOLDERS'EQUITY
The authorized common stock of the Company consists pf 50,000,000 shares with a
par value of $0.001 per share. As of April 30, 2000, 490,459 shares of common
stock were outstanding.
The Company has no stock options or stock warrants.
The Company has not authorized any perferred stock.
NOTE 4- INVESTMENTS
The company has various investments inventures that are accounted for by the
cost method. The method of accounting is evaluated on a periodic basis
for appropriatness based on the existing conditions and the Company's ability
to exercise control. The Company has no investments that are accounted for by
the equity method.
ARTICLES OF INCORPORATION
0F
SHOGUN ADVERTISING, INC.
We, the undersigned natural persons of the age of 21 years or
more acting as incorporators of a corporation under the Nevada Business
corporation Act, adopt the following Articles of Incorporation for such
a corporation.
ARTICLE I
The name of the corporation hereby formed shall be:
Shogun Advertising, Inc.
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are to
engage primarily in any type of business, investment or other pursuit or
activity, whether retail or wholesale, whether commercial or industrial;
and to perform any and all other lawful acts or purposes as are or may
be granted to corporate entitles under the laws of the State of Nevada
and by any other state or foreign country. The corporation may conduct
its business anywhere within the States of the United States or in any
foreign country, without in any way limiting the foregoing powers. It is
hereby provided that the corporation shall have the power to do any and
all acts and things that may be reasonably necessary or appropriate to
accomplish any of the foregoing purposes for which the corporation is
formed.
ARTICLE IV
The aggregate number of shares which the corporation shall have
the authority to issue is 50,000,000 shares (fifty million) of common
stock at par value of .001 per share, or total capitalization of
$50,000,00.
There shall be no cumulative voting, and all pre-emptive rights
are denied. Each share shall entitle the holder thereof to one vote at
al1 meetings of the stockholders
Stockholders shall not be liable to the corporation or its
creditors for any debts or obligations of the corporation
ARTICI.E V
The corporation shall not commence business until at least
$1,000.00 has been received by it as consideration for the issuance of
shares.
ARTICLE VI
The principal place of business and the principal office of the
corporation shall be 5000 West Oakey, #C2, Las Vegas, NV, 89:102 Branch
offices or other places of business may be established elsewhere in the
State of Nevada or without the State of Nevada and in the United States
or without the United States as the Board of Directors may determine.
ARTICLE VII
Provisions for the regulations of the internal affairs of the
corporation will be contained in By-laws appropriated by the 130ard of
Directors
ART CLE VIII
The address of the initial registered office, of the corporation
and the name of its initial registered agent is,
Raymon Girard, 5000 West Oakey Suite C-2, Las Vegas, NV 89102.
ARTICLE IX
The initial shareholders and directors shall be:
W. Kirk Bastian President/Director
Gay Bastian Vice President
Lou Arko Secretary-Treasurer
ARTICLE X
The name and address of the sole incorporators are:
W. Kirk Bastian 1532 E Topez Rd.
St George, UT 84770
Gay Bastian 1532 E. Topaz Rd.
St George, UT B4770
Lou Arko 1532 E Topez Rd
St George, UT 94770
________________ ________________
W.Kirk Bastian Gay Bastian
________________
Lou Arko
STATE OF NEVADA)
:
COUNTY OF CLARK)
On, 1994, W. Kirk Bastian, Gay Bastian and Lou Arko personally
appeared before me, who being duly sworn by me first, declared they have
read the foregoing Articles of Incorporation, that they have signed the
foregoing document as an incorporator and that the statements contained
therein are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this
day of , .
NOTARY PUBLIC
BYLAWS
OF
A Nevada Corporation
ARTICLE I
Offices
Section 1. The registered office of this corporation shall
be in the County of Clark, State of Nevada.
Section 2. 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 II
Meetings of Stockholders
Section 1. 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. Annual meetings of the stockholders, commencing
with the year, shall be held on the day of 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 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of
1
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 4. 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 or purposes 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 be
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 begin 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 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 or mail notice of the
meeting to the transferee.
Section 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
Section 6. 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
a:bylaws.1
2
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 a 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 7. When a quorum is present or represented at any
meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall be
sufficient to elect directors or to decide any question brought before
such meeting, unless the 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 8. 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 on 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 9. At any meeting of the stockholders any
stockholder may be represented and vote by a proxy or proxies appointed
by an instrument in writing. In the event that 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. A11 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
a:bylaws.1
3
so appointed, then by the presiding officer of the meeting.
Section 10. 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.
ARTICLE III
Directors
Section 1. The business of the corporation shall be managed
by its Board of Directors which may exercise all such powers 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 2. The number of directors which shall constitute
the whole board shall be ________________ ( ). 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. 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 vote at a meeting
called for such purpose or by a written statement
a:bylaws.1
4
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
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.
ARTICLE IV
Meetings of the Board of Directors
Section 1. 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 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the
meeting of stockholders
a:bylaws.1
5
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 3. 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. 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 is
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 per-onal notice to such director.
Section 5. 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 6. 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, either before or after the
meeting, each of the directors not present signs a
a:bylaws.1
6
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 7. 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 or by the Articles 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
regular meeting.
Section 8. 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, either regular or special, may adjourn
from time to time until the time fixed for the next regular meeting of
the Board.
ARTICLE V
Committees of Directors
Section 1. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more committees of
the Board of Directors, each committee to consist of two 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
to 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
a:bylaws.1
7
any meeting and not disqualified from 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 2. The committees shall keep regular minutes of
their proceedings and report the same to the Board of Directors.
Section 3. 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 proceedings of
the Board or committee.
ARTICLE VI
Compensation of Directors
Section 1. 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.
ARTICLE VII
Notices
Section 1. 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.
a:bylaws.1
8
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 2. Whenever all parties entitled to vote at any
meeting, whether of 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 meeting shall be as 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 3. 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 VIII
Officers
Section 1. 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 2. The Board of Directors at its first meeting after
each annual meeting of stockholders shall
a:bylaws.1
9
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 be
directors.
Section 3. 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 4. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
Section 5. 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 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 6. 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 7. 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. 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.
a:bylaws.1
10
Section 9. 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 10. The Secretary shall act under the direction of
the President. Subject to the direction of th~ 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 11. 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 12. 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
a:bylaws.1
11
Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer
and of the financial condition of the corporation.
Section 13. 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 to the
corporation, in case of his 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 14. 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 IX
Certificates of Stock
Section 1. 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.
a:bylaws.1
12
Section 2. If a certificate is signed (a) by a transfer agent other than
the corporation or its employees or (2) 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 upon 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 3. 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 4. 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 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.
Section 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of
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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 stockholders 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 6. 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 X
General Provisions
Section 1. 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 2. 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 from time to time, in their absolute
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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 shall
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 3. 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 4. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
Section 5. 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.
ARTICLE XI
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 or 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, judgments, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in
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connection therewith. The expenses of officers and directors incurred in
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 an
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 such 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 under 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.
ARTICLE XII
Amendments
Section 1. 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 2. 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 day of , 19__.
Secretary
Special Power of Attorney
The undersigned constitute and appoint Shaun Hadley their true
and lawful attorney-in-fact and agent with full power of substitution,
for him and in his name, place, and stead, in any and all capacities,
to sign any and all amendments, including post-effective amendments, to
this Form 10SB12G Registration Statement, and to file the same with all
exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting such attorney-in-fact the
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that such attorney in-fact may
lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement has been signed by the following
persons in the capacities and on the dates stated:
Signature Title
_______________ President/Director
Shaun Hadley
_______________ Secretary
Paul Hadley
_______________ Treasurer
Sheri Henderson
_______________ Director
James Burgauer
_______________ Director
Douglas B. Myers
_______________ Director
Kip Swan
_______________ Director
Donald Bradley
