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--U.S. Securities and Exchange Commission--
Washington, D.C. 20549
FORM 10-SB
REGISTRATION STATEMENT UNDER THE SECURITIES EXCHANGE ACT OF 1934
LOVE CALENDAR, INC.
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(Exact name of registrant as specified in its charter)
UTAH
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(State or Jurisdiction of
Incorporation or Organization)
87-0449042
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(I.R.S. Employer
Identification No.)
437 N. GRANT STREET, SALT LAKE CITY, UT 84116
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(Address of principal place of business
or intended principal place of business.)
801-359-9991
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(Registrant's Telephone Number)
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
--------------------- -----------------------------
N/A N/A
Securities to be registered pursuant to Section 12(g)
of the Act:
Common, Voting Stock
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<PAGE>
PART 1
ITEM 1. DESCRIPTION OF BUSINESS.
The registrant was incorporated in the State of Utah on August 17, 1987, for the
purpose of developing and marketing specialty advertising and promotional
products. The Company was unsuccessful in developing the concept into to a
viable enterprise, however, and ultimately abandoned its business plan. The
Company has had no significant activity until recently when the Directors
resolved to seek new business and/or investment opportunities for the Company.
Accordingly, the Company has undertaken to explore possibilities for investing
in an existing business enterprise, or forming a business combination with an
operating company of some sort. To date, the Company has not been successful in
locating such a venture or company, and there can be no assurance that the
Company will ever be successful in so doing. The Company is, and since its
inception has been, a development stage company.
The Company has not established any particular parameters or guidelines as to
the type, nature, suitability or any other characteristics of any business or
company which it may seek to acquire or form a business combination with. The
Board of Directors will accept proposals from its members, and perform or cause
to be performed only such investigation and evaluation as it deems necessary and
appropriate before deciding whether and on what terms an acquisition or
combination, if any, will be effected. No member of the Board has any particular
experience or expertise in performing such evaluations, or in negotiating such
mergers and acquisitions. Accordingly, there can be no assurance when, if ever,
the Company will be generate revenues or earn profits.
The Company has not filed bankruptcy, been in receivership, or been involved in
any similar proceedings. The Company has not been involved in a purchase or sale
of a significant amount of assets not in the ordinary course of business or
otherwise. The Company has had no sales or revenues, and it currently has no
products or services. Accordingly, there is no backlog of orders, nor dependence
on any one or few large customers. The company is not subject to any
industry-specific government regulation, nor does it need government approval
for any of its operations. The Company has made no significant expenditures on
research and development during the most recent fiscal year or interim period.
The company maintains an office at 2921 N. Tenaya Way, Suite 216, Las Vegas
Nevada 89128 which it shares with other business entities.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company has no specific plans to raise additional capital within the next
twelve months. The Company has abandoned its original business purpose and is
currently engaged in no business activity other than its search for a suitable
business or investment opportunity. Management considers current cash resources
to be adequate to sustain it during its search. It is conceivable, but not
certain, that the Company may consider additional financing options once it
identifies a desirable business or investment opportunity. However, it is
impossible to determine the nature or size of such financing unless or until the
need actually arises.
The Company has no current plans to purchase or sell any significant assets,
make any expenditures for product research and development, or change the number
of employees or the nature of their relationships to the Company.
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<PAGE>
ITEM 3. DESCRIPTION OF PROPERTY
The company does not own or lease any property. The company maintains an office
at 437 N. Grant Street, Salt Lake City, UT 84116, using space provided by the
President, Mrs. Jenifer Ayers, at no cost to the Company.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The Company is not aware of any individual or group being the beneficial owner
of more than five (5) percent of any class of the issuer's securities.
The following are all of the officers and directors of the issuer who are
beneficial owners of the issuer's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
Common Stock .......Jenifer Ayers 20,000 shares 1.0
(Officer and Director)
437 N. Grant St.
Salt Lake City, UT 84116
Common Stock .......Helen Allen 20,000 shares 1.0
(Officer and Director)
437 N. Grant St.
Salt Lake City, UT 84116
Common Stock .......Gary Pace 80,000 shares 4.0
(Officer)
437 N. Grant St.
Salt Lake City, UT 84116
------------------ --------
Total Officers
Common Stock ...... and Directors 120,000 shares 6.0
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Jenifer C. Ayers, age 47, has served as President and a Director of the Company
since 1998. In addition, she has worked the past six years as a Problem
Resolution Specialist for the Client Services division of a large medical
laboratory services firm. She has worked in client services since 1988, and
prior to that performed billing, bookkeeping and general office managment
responsibilities for the same and other companies. Ms. Ayers received formal
education in Houston, Texas, Spain, and Mexico. Ms. Ayers currently devotes less
than 10% of her working time to the affairs of Love Calendar, Inc.
Helen J. Allen, age 45, is Treasurer and a Director of the Company. She is also
an accomplished graphic design artist, and has worked six years in that capacity
for a majory jewelry manufacturing company with international markets. Ms. Allen
currently devotes less than 10% of her working time to the affairs of Love
Calendar, Inc.
Gary C. Pace is Secretary and a Director of the Company, and was one of its
original incorporators. Mr. Pace has worked 15 years in both retail and
wholesale marketing of consumer products. Previously, he served 20 years with
the Utah Air National Guard, where he received extensive formal schooling in
management, marketing, procurement, and contract administration. Mr. Pace
currently devotes less than 10% of working hours to the affairs of the Company.
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<PAGE>
ITEM 6. EXECUTIVE COMPENSATION
To date, no remuneration has been paid to any officer or director, except
reimbursement for direct out-of-pocket expenses incurred by them on behalf of
the Company. No plan currently exists to implement executive or director
compensation. The Company's directors and executive officers currently devote
less than ten percent of working hours to the affairs of the Company.
The issuer is not a party to any employment contracts and does not pay
consulting fees to officers or directors. No cash or other advances have been or
are contemplated to be made to any officer or director. The Issuer has no
retirement, pension, profit sharing or stock option plans or insurance or
medical payment plans covering any officer or director, nor does it contemplate
initiating any such plans at present.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since inception there have been no transactions between the issuer and any
related party, nor any transactions having a material effect on any related
party.
ITEM 8. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The company is authorized 50,000,000 shares of voting common stock, par value
$.001 per share, of which 2,000,000 shares have been issued and are outstanding.
(On May 15, 2000, the Company had 100,000 shares of common stock issued and
outstanding when the Board of Directors, at a special meeting, approved a
20-for-1 forward split to be effective for holders of record as of that date.)
The shares carry one vote per share and have no pre-emptive rights, terms of
conversion, sinking fund provisions, or liquidation rights, and cumulative
voting for directors is denied. Once subscribed and paid, the shares are fully
paid and non-assessable by the Issuer. The shares have rights to participate in
dividends and other distributions if, as, and when declared by the Board of
Directors. The rights of the shareholders may not be modified otherwise than by
a vote of a majority or more of the shares outstanding, voting as a class.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS
The Company's shares have never traded, and there exists no public trading
market for the shares, nor is one expected to develop. The Company has
forty-seven (47) shareholders, including officers, directors and control
persons. The company has never paid a dividend, nor does it intend to do so in
the foreseeable future. There are no restrictions on the power of the Board of
Directors to declare and pay dividends.
No securities are currently being offered for sale, nor are there outstanding
any options, rights, warrants to purchase, or securities convertible into, the
common equity of the Registrant.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings either pending or threatened.
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<PAGE>
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES:
In May of 2000, relying on the exemption authority provided by section 4(2) of
the Securities Act of 1933, as amended, the company issued 100,000 shares of
common stock to its business consultants, Corporate Capital Formation, Inc., the
payment for which was services to the company in connection with its business
development, corporate governance, and registration under the Securities
Exchange Act of 1934, as amended. The Company has not issued any other
securities since 1987.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
No contract or arrangement has been made with respect to the insuring or
indemnification of Officers and Directors other than the provisions of Article
XVI ("Indemnity") of the by-laws of the corporation. The Utah Revised Business
Corporations Code permits the Company to limit or eliminate certain liabilities
to the Company and to the shareholders for monetary damages arising out of a
directors lawful actions or failures to act.
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<PAGE>
PART F/S
, INC.
Randy Simpson C.P.A. P.C.
11775 South Nicklaus Road
Sandy, Utah 84092
Fax & Phone (801) 572-3009
Board of Directors and Stockholders
Love Calendar, Inc.
Salt Lake City, Utah
INDEPENDENT AUTIDORS REPORT
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We have audited the accompanying balance sheets of Love Calendar, Inc. (a Utah
corporation) as of April 30, 2000 and June 30, 1999 and the related statements
of operations, stockholders' equity, and cash flows for the ten months ending
April 30, 2000 and the years ended June 30, 1999 and 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the above mentioned financial statements fairly present, in all
material respects, the financial position of Love Calendar, Inc. as of April 30,
2000 and June 30, 1999 and the results of its operations and its cash flows for
the ten months ending April 30, 2000 and the years ended June 30, 1999 and 1998,
in conformity with generally accepted accounting principles.
/s/ Randy Simpson
----------------------------
RANDY SIMPSON, CPA
A Professional Corporation
May 9, 2000
Salt Lake City, Utah
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<PAGE>
LOVE CALENDAR, INC.
BALANCE SHEETS
April 30, 2000 and June 30, 1999
Apr. 30 Jun. 30
2000 1999
---- ----
ASSETS
Cash $ - $ -
Total Current Assets - -
--------- ----------
TOTAL ASSETS $ - $ -
========= ==========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities $ - $ -
--------- ---------
Total Current Liabilities $ - $ -
Common Stock, $.001 par value;
Authorized 50,000,000 shares;
issued and outstanding 100,000 shares
on June 30, 1999 and April 30, 2000 100 100
Additional Paid in Capital 9,900 9,900
Accumulated Deficit (10,000) (10,000)
--------- ---------
Total Stockholders' Equity (Deficit) $ - $ -
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (DEFICIT) $ - $ -
========= =========
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS.
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<PAGE>
LOVE CALENDAR, INC.
STATEMENT OF OPERATIONS
Ten Months Ending April 30, 2000
Years Ending June 30, 1999 and 1998
<TABLE>
<CAPTION>
10 Months Ending Year Ending Year Ending
Apr. 30, 2000 Jun. 30, 1999 Dec. 31, 1998
------------- ------------- -----------
<S> <C> <C> <C>
Revenues ........................... $ -- $ -- $ --
Expenses ........................... -- -- --
----------- ----------- -----------
Total Expenses ................... -- -- --
----------- ----------- -----------
NET LOSS ..................... $ -- $ -- $ --
=========== =========== ===========
Weighted Average Shares
Common Stock Outstanding ......... 2,000,000 2,000,000 2,000,000
NET LOSS PER COMMON SHARE .... $ (0.00) $ (0.00) $ (0.00)
=========== =========== ===========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
-8-
<PAGE>
LOVE CALENDAR, INC.
STATEMENT OF CASH FLOWS
Ten Months Ending April 30, 2000
Years Ending June 30, 1999 and 1998
<TABLE>
<CAPTION>
10 Months Ending Year Ending Year Ending
Apr. 30, 2000 Jun. 30, 1999 Jun. 30, 1998
------------- ------------- -----------
<S> <C> <C> <C>
Cash flows used in operating activities
Net Loss ....................................... $ -- $ -- $ --
NET INCREASE (DECREASE) IN CASH ........... $ -- $ -- $ --
---------- --------- ---------
Cash providing by investing activities
Advances from Stockholders ..................... -- -- --
---------- --------- ---------
Net increase from investing activities $ $ $
Net increase in cash ........................... -- -- --
---------- --------- ---------
Cash at beginning of period .................... -- -- --
---------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ......................... $ -- $ -- $ --
========== ========= =========
</TABLE>
SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS
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<PAGE>
LOVE CALENDAR, INC.
STATEMENT OF STOCKHOLDERS' EQUITY
From July 1, 1997 to April 30, 2000
<TABLE>
<CAPTION>
Common Common
Stock Stock Paid-in Accumulaed Total
Shares Amount Capital Deficit Equity
------ ------ ------ ------- ------
<S> <C> <C> C> <C> <C>
Balances At June 30, 1997 .................... 100,000 $ 100 $9,900 $10,000 $ --
Net loss year ending
June 30, 1998 ............................... -- -- -- -- --
-------- ------ ------ ------- -------
Balances June 30, 1998 ........................ 100,000 $ 100 $9,900 $10,000 $ --
Net loss year ending
June 30, 1999 ............................... -- -- -- -- --
-------- ------ ------ ------- -------
Balances June 30, 1999 ........................ 100,000 $ 100 $9,900 $10,000 $ --
Net loss ten months ending
April 30, 2000 .............................. -- -- -- -- --
-------- ------ ------ -------- -------
Balances April 30, 2000 ...................... 100,000 $ 100 $9,900 ($10,000) ($ -- )
======== ====== ====== ======== ========
See Accompanying Notes to the Financial Statements
</TABLE>
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<PAGE>
LOVE CALENDAR, INC.
Notes to Financial Statements
-----------------------------
1. ACCOUNTING POLICIES.
The Company has had no operations since 1994. Accounting policies and procedures
have not been determined except as follows:
1. The Company uses the accrual method of accounting
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
2. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 17, 1987 under the laws of the State of Utah.
On August 17, 1987, the Company issued 100,000 shares for $10,000 to four
individuals. The four individuals or their estates have subsequently transferred
the shares to 47 other individuals.
By January 1, 1994, the Company had ceased all operations.
The Company never achieved operational status and spent the $10,000 original
capital reviewing various business opportunities in the late 1980's and early
1990's.
There are no warrants or options outstanding to acquire any additional shares of
common stock.
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<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit 3...............................Articles of Incorporation
and By-laws
Exhibit 27..............................Financial Data Schedule
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
LOVE CALENDAR, INC
5/23/00 By /s/ Jenifer C. Ayers
- --------------------- ---------------------------
Date President, Director
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- ------------------------
1987 Aug 17 PM 3:45
DIVISION OF CORPORATIONS
STATE OF UTAH
- ------------------------
ARTICLES OF INCORPORATION
OF
LOVE CALENDAR, INC.
We, the undersigned natural persons of the age of 21 years or more acting
as incorporators of a corporation under the Utah Business Corporation Act, adopt
the following Articles of Incorporation for such a corporation.
ARTICLE I
The name of the corporation hereby formed shall be LOVE CALENDAR, INC.
ARTICLE II
The period of its duration shall be perpetual.
ARTICLE III
The purposes for which the corporation is organized are to engage in
primarily any marketing of advertising and/or promotional products; to engage in
any business, investment or other pursuit or activity, whether retail or whole
sale, whether commercial or industrial; consulting by contract with individuals
or companies relative to advertising and/or promotional material, and to perform
any and all other lawful acts or purposes as are or may be granted to corporate
entities under the laws of the State of Utah 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 of common stock at par value of $0.001
per share, or a 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 all meetings of the
stockholders.
Stockholders shall not be liable to the corporation or its creditors for
any debts or obligations of the corporation.
<PAGE>
ARTICLE 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 175 West 200 South, Suite 3001, in Salt Lake County, State of Utah
84101. Branch offices or other places of business may be established elsewhere
in the State of Utah or 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 appropriately by the Board of Directors in
accordance with Section 16-10-25 of the Utah Code Annotated (1953), as amended.
ARTICLE VIII
The address of the initial registered office of the corporation is 175 West
200 South, Suite 3001 in Salt Lake City, Utah 84101, and the name of its initial
registered agent is Roger G. Coleman, Sr.
Accepted:
/s/ Roger G. Coleman, Sr.
------------------------
ARTICLE IX
The number of directors shall be not less than three nor more than nine,
and the directors constituting the initial Board shall be four, and the names
and addresses of the persons who are to serve as directors until the first
annual meeting of the shareholders or until their successors are elected and
shall qualify are:
Ted Remington 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
Troy Bingham 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
Gary Pace 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
Roger G. Coleman, Sr. 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
<PAGE>
ARTICLE X
The name and address of each incorporator is:
Ted Remington 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
Troy Bingham 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
Gary Pace 175 West 200 South, STE. 3001
Salt Lake City, Utah 84101
/s/ Ted Remington
- -------------------
/s/ Troy Bingham
- -------------------
/s/ Gary Pace
- -------------------
BY-LAWS OF
LOVE CALENDAR, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and maintained
at 175 West 200 South, Suite 3001, in Salt Lake County, State of Utah 84101. The
Corporation may also have offices at such places within or without the State of
Utah as the board may from time to time establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of September of each year, or at such other time
designated by the Board of Directors of the Corporation. Business transacted at
the annual meeting shall include the election of Directors of the Corporation
and all other matters properly before the Board. If the designated day shall
fall on a Sunday or legal holiday, the meeting shall be held on the first
business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten (10%) of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than thirty (30) days after the request is
made unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or Shareholders requesting the meeting shall designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
5. QUORUM. The majority of the Shares entitled to vote, represented in person or
by Proxy, shall constitute a Quorum at a meeting of Shareholders, but in no
event shall a Quorum consist of less than 1/3 of the shares entitled to vote at
the meeting.
After a Quorum has been established at a Shareholders' meeting, the
subsequent withdrawal of Shareholders, so as to reduce the number of shares
entitled to vote at the meeting below the number required for a Quorum, shall
not effect the validity of any action taken at the meeting or any adjournment
thereof.
<PAGE>
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No
Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from three to
nine members, as decided by a vote of the Shareholders The business of the
Corporation shall be managed and its corporate powers exercised by a Board of
Directors, each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until his
successor has been elected and qualified, or until his prior resignation or
removal.
3. VACANCIES. If the office of any Director, member of a committee or other
officer becomes vacant, the remaining Directors in office, whethter or not they
constitute a quorum, may by a majority vote appoint any qualified person to fill
such vacancy, who shall hold office for the unexpired term and until his
successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the Stockholders, at the annual meeting or at a special meeting called for
that purpose, and by like vote the additional Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice to
the Board, the President or the Secretary of the Corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the Board of such resignation, and the acceptance of the resignation shall
not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board there shall be
less than a quorum present, those present may adjourn, and no further notice
thereof need to be given other than by announcement at the meeting which shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without the
State, as it may from time to time determine.
<PAGE>
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors either personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the Board shall be held
immediately following the annual meeting of Stockholders at the place of such
annual meeting of Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate two
or more of their members to the Executive Committee. To the extent provided in
said resolution or these By-Laws, said committee may exercise the powers of the
Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board, may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of
<PAGE>
the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the
faithful performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Shareholders and Board of Directors, send all notices of all
meetings, and perform such other duties as may be prescribed by the Board of
Directors or the President.
c. The Treasurer shall have custody of all corporate funds and
financial records, shall keep full and accurate accounts of receipts and
disbursements and render accounts thereof at the annual meetings of Shareholders
and whenever else required by the Board of Directors or the President, and shall
perform such other duties as may be prescribed by the Board of Directors or the
President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the Board of
Directors may be removed by the Board whenever, in its judgment, the best
interests of the Corporation will be served thereby. Any vacancy in any office
may be filled by the Board of Directors.
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled to
have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be signed by
the President or Vice President and the Secretary or an Assistant Secretary and
may be sealed with the seal of the corporation or a facsimile thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
5. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall
<PAGE>
be issued upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed, and, at the discretion
of the Board of Directors, upon the deposit of a bond or other indemnity in such
amount and with such sureties, if any, as the Board may reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete books and
records of account and minutes of the proceedings of its Shareholders, Board of
Directors and committees of Directors.
This Corporation shall keep at its registered office or
principal place of business a record of its Shareholders, giving the names and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within a reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, by agent or attorney, at
any reasonable time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders, and to make
extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing, in
reasonable detail, the financial condition of the Corporation at the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the Corporation shall
mail to each Shareholder or holder of voting trust certificates a copy of the
most recent such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall be
filed in the registered office of the Corporation of this state, shall be kept
for at least five years, and shall be subject to inspection during business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular or
special meeting, declare dividends upon the capital stock of the Corporation as
and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing
<PAGE>
dividends or for such other purposes as the Board shall deem conducive to the
interests of the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name of
the Corporation, the year of its organization and the words "CORPORATE SEAL,
STATE OF UTAH". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or countersigned,
executed, verified, or acknowledged by such officer, officers, or other person
or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of July in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By-Laws and the
Certificate of Incorporation, the Certificate of Incorporation shall govern.
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would be
<PAGE>
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation as part of the proceedings of the Stockholders, Directors or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes of these By-Laws and wherever the words
"directors", "board of directors", or "board" appear in these By-Laws, those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of
Directors to manage the business of the Corporation and exercise its corporate
powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
ARTICLE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses to
comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the right
to enforce said provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable at law, and to
collect court costs and attorneys fees from such officer, director or majority
stockholder personally. Any such officer, director or majority stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.
ARTICLE XVI - INDEMNITY
Any person made a party to any action, suit or proceeding, by reason of the
fact that he, his testator or interstate representative is or was a director,
officer or employee of the Corporation or of any corporation in which he served
as such at the request of the Corporation shall be indemnified by the
Corporation against the reasonable expenses, including attorneys fees, actually
and necessarily incurred by him in connection with the defense of such action,
suit or proceeding, or in connection with any appeal therein, except in relation
to matters as to which it shall be adjudged in such action, suit or proceeding,
or in connection with any appeal therein that such officer, director or employee
is liable for gross negligence or misconduct in the performance of his duties.
The foregoing right of indemnification shall not be deemed exclusive of any
other rights to which any officer or director -or employee may be entitled apart
from the provisions of this section.
The amount of indemnity to which any officer or any director may be en-
titled shall be fixed by the Board of Directors, except that in any case in
which there is no disinterested majority of the Board available, the amount
shall be fixed by arbitration pursuant to the then existing rules of the
American Arbitration Association.
Accepted this 17th Day of August, 1987 by
/s/ Gary Pace
--------------------------
Secretary
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Tesmark, Inc. Financial Data Summary
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<NAME> Love Calendar, Inc.
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