SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
CARMINA TECHNOLOGIES INC.
(Exact name of Registrant as specified in its charter)
Utah
(Jurisdiction of incorporation or organization)
810, 540 5th Ave. SW, Calgary, Alberta, Canada T2P 0M2
(Address of principal executive offices)
(403) 269-5369
(Registrant's telephone number)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which class
to be so registered is to be registered
------------------- -------------------
N/A N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
--------------------------
Title of Class
<PAGE>
The discussion throughout this registration statement contains certain
forward-looking statements which involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements of the Issuer to be materially different from any future results,
performances or achievements expressed or implied by such forward looking
statements. Such factors include, among other things, the uncertainty as to the
Issuer's future profitability; the uncertainty as to the demand for the Issuer's
products; industry trends towards Internet gateway systems; increasing
competition in Internet gateway systems; the ability to hire, train and retain
sufficient qualified personnel; the ability to obtain financing on acceptable
terms to finance the Issuer's growth strategy; the ability to develop and
implement operational and financial systems to manage the Issuer's growth; and
other factors referenced in this registration statement.
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
Item 101. Description of Business.
Business Development.
The Issuer was incorporated under the laws of the State of Utah on March 5,
1973, as Investors Equity Inc. On or about February 24, 1984, the Issuer
effectuated a 1 for 4 reverse split of its common stock. On or about October 15,
1991, the Issuer effectuated a 1 for 5 reverse split of its common stock, and
changed its name to "The Americas Mining Corporation". On January 24, 2000,
pursuant to resolution of the Board of Directors and subsequent action by the
shareholders acting by written consent of more than a majority of the Issuer's
outstanding shares (under Section 16-10a-704 of the Utah Revised Business
Corporation Act) , the Issuer changed its name to "Carmina Technologies Inc."
and increased its authorized capital to 50,000,000 shares (consisting of
10,000,000 preferred shares and 40,000,000 common shares). The Board also
authorized and directed organization of a subsidiary corporation under Utah law,
and transfer of certain mineral properties to that subsidiary with the intent
that the shares of the subsidiary would be distributed to the Issuer's
shareholders pro rata as a partial liquidating dividend, provided the Issuer
received a satisfactory legal opinion that it could legally do so.
Present management of the Issuer are not aware of what business activities
the Issuer might have been engaged in during the interim following its
incorporation and through the early 1980's. In the early 1980's, the Issuer
evaluated several properties, acquired at least three natural resource
properties (principally mineral properties located in
<PAGE>
Canada and Oregon), and paid to have exploration work done on them.
During its fiscal 1999 year, however, management determined that due to
several years of depressed mineral prices and adverse developments in the mining
industry in the U.S., it would focus on a different kind of business. Upon
finding the opportunity to develop and market the product discussed herein,
management determined to transfer all of Issuer's mineral property interests to
a wholly owned subsidiary and to issue the subsidiary's shares to its
shareholders in the form of a dividend, all in contemplation of furthering the
new business opportunity while retaining the value of the mining properties for
the benefit of its shareholders. The Issuer then acquired Rhonda Networks Inc.
(sometimes referred to hereafter as "RNI"). The acquisition of RNI was made
through a stock for stock purchase exchange, thereby making RNI a wholly owned
subsidiary of Issuer. See the caption "Market Information", below.
Business of the Issuer.
With the acquisition of RNI, the Issuer commenced carrying on the
development and preparation for marketing of RNI's GateCommander 2000 (GC 2000)
server appliance. This is an entirely new business endeavor for the Issuer. See
the captions, "Business Development" and "Principal Products and Services".
The Issuer also intends to utilize the GC2000 as a key appliance to enable
it to become an Application Services Provider (ASP), with the anticipation of
generating a recurring revenue stream therefrom.
Principal Products and Services.
At present, the Issuer has no product or services on the market or
available for marketing. The Issuer is developing a new product called the
GateCommander 2000, a Linux (operating system) based server appliance which,
when fully developed, will provide an all-in-one solution for managing and
controlling secure Internet access for business and home. The GateCommander 2000
is intended to combine firewall, virtual private networking, voice over Internet
protocol, network and system monitoring, E-mail and domain name services, paging
and fax, dynamic web services and other user-specific options, all within a
Linux environment. In addition to these standard features, the GateCommander
2000 'smart home' server, is also under development, and is planned to include
'smart home' applications, including security monitoring and remote controls of
thermostat, lighting and other appliances. The GC2000, together with a suite of
remote services that customers may opt for to provide more effective use of the
GC2000, will be the initial principal products and services of the Issuer. (See
also the caption "Support Services".)
Management estimates that it will take an expenditure of $450,000.00 over
six months to complete the development and design of the commercial version of
the GC2000 using contract software and design engineers under the supervision of
the Issuer's Director
<PAGE>
of Technology. Additionally, an estimated $600,000.00 will be needed to adapt
specific applications for the ASP side of the business. An additional
$2,800.000.00 will be required to implement the initial marketing over the first
12 months, including setting up call centers and other services related to
implementing the ASP business. *See Caption, "Plan of Operation", below.
The technology platform of the GC2000 consists of equipment, software and
communications services integrated into a packaged product that requires minimal
configuration and customization when installed in its base form. Once installed,
the GC2000 can be expanded to serve additional customer needs through optional
pre- packaged components or through remote services which will be provided by
the Carmina Technologies service center, currently being set up.
The equipment components of the GC2000 include communications devices,
modems and hubs that connect to the external network providers (telephone,
wireless, satellite and Internet providers) and to the client internal network.
The connection from the GC2000 will normally be an Ethernet connection to the
external network supplier supporting Transmission Control Protocol/Internet
Protocol (TCP/IP). The GC2000 is based on a personal computer architecture with
a Linux operating system and commonly available network tools supplemented by
proprietary software and services to be provided by RNI.
The GC2000's intended basic purpose is to control the information flowing
between the exterior and interior networks passing in and out through it. It
will be responsible for matching and/or packing/unpacking communication
protocols between the connected external and internal networks as well as the
security filtering to prevent unwanted traffic from passing through in either
direction. It will also be a server for resources that straddle between the
interior and exterior such as an electronic mail gateway, WAN access (wide area
network connections to other offices or related parties), file and document
transfer, world wide web (WWW) services and Domain Name Services (DNS).
Planned Features of the GateCommander 2000:
Firewall/Gateway - Will prevent unauthorized Internet users from
accessing private Networks connected to the Internet, especially
Intranets. All messages entering or leaving the Intranet will pass
through the firewall, which will examine each message and blocks those
that do not meet the specified security criteria.
Virtual Private Network (VPN) - Will enable users to create networks
using the Internet as the medium for transporting data. These systems
use encryption and other security mechanisms to ensure that only
authorized users can access the network and that the data cannot be
intercepted, analyzed and tampered with.
<PAGE>
Network and System Monitoring - A SMART (Self-Monitoring, Analysis and
Reporting Technology) agent will electronically accumulate data and
monitor status of equipment, network connections, servers,
applications and workstations, and report potential problems. Ideally,
this should allow use of proactive actions to prevent impending system
failures. The SMART agent can be an integral part of a larger SNMP
monitoring and management system providing more aggressive polling
without incurring increased traffic volumes through the network.
E-mail and Domain Name Services - Will be able to act as the mail
gateway Simple Mail Transfer Protocol (SMTP) and Post Office Protocol
(POP) and Domain Name Server (DNS) for the corporate Local Area
Network (LAN) enabling users to become self-sufficient
(create/administer local E- mail addresses). Will act as a bridge
between internal and external E-mail and can locally control aliases
to IP addresses.
Paging Services - Will be able to provide text paging services to the
corporate LAN allowing users to send alphanumeric messages from
applications or programmatically.
Fax Services - Will be able to provide the corporate LAN with fax
services (send/receive) with notification and possible routing.
Support Services B The Issuer intends to offer a suite of remote
services that customers may opt for to provide more effective use of
the GC2000 as well as provide facilities that would be required by
businesses relying on the Internet for communications. These services
are priced according to desired options under a service contract.
Planned Optional Features of the GC2000
Voice Over Internet Protocol (VOIP) - Will provide real- time,
toll quality voice and fax communication over the existing IP data
network or the Internet without incurring long distance charges. This
will require matching VOIP equipment at each location. These units can
be deployed to provide tie lines, subject to telephone regulation,
allowing users to place local calls through each remote installation.
Video Conferencing - Will take advantage of the high speed and
performance of the cable modem/xDSL Internet access using IP based
video conference products.
Dynamic Web Server - This feature will allow the GC2000 to house
and control the web server and web site within the corporate
<PAGE>
LAN. This will make it easier for businesses to connect to databases
and internal applications while offering tighter control over
proprietary information and systems without relying on Internet
Service Providers (ISPs) for services and responsiveness to corporate
needs.
Security Alarm Monitoring - This will monitor switches, motion
detectors, smoke and heat sensors of a security system through a
computer. It will also monitor other equipment which requires
full-time critical operation (i.e. freezer temperatures) for early
warning of problems developing rather than solely reporting after
total failure.
Security Camera Monitoring - Will use the high speed Internet for
remote access to control and/or pipe security camera feeds to local
monitoring or recording stations.
The Issuer has not yet completed design work on the first commercial
version of the GC2000. When completed, the unit, with dimensions of
approximately twelve inches by six and one-quarter inches by four and one-half
inches, will be test marketed for 'Smart home" and small business applications.
Distribution Methods
The GC2000 has been designed to provide bundled complex network
capabilities to smaller networks with no need for Information Technology (IT)
specialists. Management intends to focus on three target markets: (a) households
with two or more computers; (b) small to medium-sized businesses; and (c) large
corporations networking with external employees. The Issuer plans to initially
sell to consumers via telephone, cable, builder and ISPs, with a goal to quickly
gain mass acceptance of the GC2000 and to establish partners such as resellers,
systems integrators and retailers, , to rapidly establish a recognized presence
around the world. Issuer also plans to contract with an established distribution
company to serve as a source of warehousing and banking for such initial tier
selling partners.
Additionally, upon establishing business and consumer references, the
Issuer plans to submit the GC2000 technology to popular industry product
reviewers with the expectation of earning and winning product awards based on
design and performance features. In the event the GC2000 becomes commercially
successful, then the Issuer plans to distribute product and services as, or
through, a full-service Application Service Provider (ASP) for clients who would
prefer to rent, rather than buy, the GC2000 and other new products and services.
Status of Publicly Announced New Products and Services
The Issuer had announced the development of GC2000 via Issuer's Internet
web
<PAGE>
site (www.carminatech.com/), launched February 29, 2000. The site initially
stated that "Carmina Technologies, Inc. has developed a low cost, high
capability, multi-purpose communications wizard packaged in a new, simple to use
unit . . .", and also that it had "developed the ideal Smart-Home network
management system . . . ." (Emphasis added.) As referenced previously, however,
[see caption, "Principal Products and Services", above], the GC2000 still
requires further development and is not ready for market at this time.
Accordingly, the site has been changed to indicate that Issuer is developing the
GC2000 to do those functions. The site further provides the reader with
information regarding the uses and capabilities of the GC2000, its relationship
with other companies, and background information on the Issuer and its director
of technology, among other things. The site additionally indicates that the
Issuer has a relationship with the Harris Corp. (which, according to the
Issuer's CFO, is a well-known publicly-held software application company ) as a
reseller of that company's "Net Simple" Simple Network Management Protocol
(SNMP) mediation product. Management believes that its planned continued
relationship with the Harris Corp. will assist the Issuer in reaching a target
market for the GC2000 in such areas as telemetry and Supervisory Control and
Data Acquisition (SCADA).
Competitive Business Conditions, etc.
Corporate file server and networking solutions currently require a great
deal of expertise and investment which put them out of range for most
individuals and smaller businesses. Several low end and "do-it-yourself"
products already exist in the marketplace, however. Such products are typically
offered as a feature of another product, such as Windows 98, adding a minimal
routing capability allowing a second PC to share an Internet access, or provide
software and instructions for the components included in the GC2000, some with
minimal cost, some as public domain software. The GC2000 will also include
public domain software products. Hence, far from competing with vendors such as
Novell, Microsoft, Intel and IBM, the Issuer's technology is being developed to
be compatible with these systems.
The competitive value of the GC2000 is designed to be the pre-installation,
pre- configuration and integration of the components into a comprehensive
package supplemented with proprietary software and methods. While many
competitors limit their business to marketing of the hardware, the Issuer also
intends to focus on providing the convenience of an Application Service Provider
(ASP) relationship with clients. Unlike many competing products, when fully
developed the GC2000 will have integrated VOIP capabilities, greater monitoring
abilities, and will be more adaptable to other applications, including ASP
functions through purchases of, and alliances with, software developers, as well
as smart home technology.
Current major competitors include several companies providing components or
integrated components at approximately twice the offering retail price projected
for GC2000, as well as at least one company that provides product at roughly the
equivalent planned retail price.
<PAGE>
There is no reasonable way to predict the competitive position of the
Issuer or any other entity in the these endeavors; however, the Issuer, having
virtually no assets or cash reserves, will no doubt be at a competitive
disadvantage in competing with entities that are already publicly traded, have
significant cash resources and have operating histories when compared with the
complete lack of any substantive operations by the Issuer.
Sources and Availability of Raw Materials and Names of Principal Suppliers
The GC2000 incorporates and/or integrates components and software from
numerous principal suppliers, including Multi-Tech Systems, Pelco, Sony, Intel,
X10.com, Inc., as well as from the public domain. Major components include:
VOIP, surveillance cameras, Linux operating system, motherboard and Central
Processing Unit (CPU), and home control modules provided by various suppliers.
Dependence on Major Customers
Since the product is in development stage, there are no major customers at
present.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or
Labor Contracts
There are no patents, licenses, franchises or concessions. Trademark status
has been applied for the name GateCommander.
Need for Government Approval of Principal Products and Services
No government approval is needed for the Issuer's major products and
services aside from the normal appliance safety approvals. Since the products
are assembled from previously approved components, licensing is not a factor.
Effect of Existing or Probable Governmental Regulations on Business
The Issuer does not believe that existing or probable governmental
regulations will effect its business.
Research and Development
Issuer has had no research and development activity expenditures in the
last two fiscal years. (See Exhibit 1, "Consolidated Financial Statements for
December 31, 1999".)
<PAGE>
Costs and Effects of Compliance with Environmental Laws
None; not applicable.
Number of Employees
There are currently five employees. Management intends to use subcontracted
labor for the continued development, and future production, of the Issuer's
products. (See caption, "Plan of Operation" below.)
Reports to security holders
The Issuer is not currently required to deliver annual reports to security
holders but has from time to time provided letter reports (which have included
audited financial statements) to its shareholders, and it now intends to provide
formal annual reports on a regular basis.
The Issuer has not in the past filed reports with the Securities and
Exchange Commission. The public may read and copy any materials the Issuer files
with the SEC at SEC's Public Reference Room at 450 Fifth Street, NW, Washington,
D.C. 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an
Internet Site that contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC at
http://www.sec.gov. The Issuer's Internet address is http://www.carminatech.com.
Item 102. Description of Property.
At the present time, the Issuer has no real or personal property. The
offices from which it operates are paid for and maintained (under a written
cost-sharing agreement) by Rhonda Corporation (prior to June 23, 2000, named
Rhonda Mining Corporation), a Canadian corporation which is a controlling
shareholder of the Issuer.
Item 103. Legal Proceedings.
The Issuer is not a party to any pending legal proceeding. To management's
knowledge, no federal, state or local governmental agency is presently
contemplating any proceeding against the Issuer. No director, executive officer
or affiliate of the Issuer or owner of record or beneficially of more than five
percent of the Issuer's common stock is a party adverse to the Issuer or has a
material interest adverse to the Issuer in any proceeding.
<PAGE>
Item 201. Market for Issuer's Common Equity and Related Stockholder Matters.
Market Information.
There is no public trading market for the Issuer's shares as of the date of
this statement. The Issuer's Directors understand that one or more broker
dealers were publishing quotations on the Issuer's shares as recently as late
1996, but the Directors have no knowledge as to whether any trading market in
realistic terms in either volume or price existed for such shares. The Issuer
intends to submit for listing on the National Association of Securities Dealers,
Inc. (the "NASD") Bulletin Board. In any event, no assurance can be given that
any market for the Issuer's common stock will develop or maintain. If a public
market ever develops in the future, the sale of "unregistered" and "restricted"
shares of common stock pursuant to Rule 144 of the Securities Act by members of
management or others may have a substantial adverse impact on any such public
market.
There are 1,890,000 options outstanding (inclusive of the 840,000 options
exercisable by management) to purchase shares of the Issuer's common stock. See
the caption "Executive Compensation" of this Registration Statement.
The only sales of any securities of the Issuer during the past three years
were sales of 18,400,000 "unregistered" and "restricted" shares of common stock,
all of which could be sold pursuant to Rule 144 under the Securities Act at such
time as the holding period and other requirements of that rule are met.
2,400,000 of those shares were for assignment of certain mining claims, and the
remaining 16,000,000 shares were in exchange for shares of Rhonda Networks Inc.
See the caption "Recent Sales of Unregistered Securities" of this Registration
Statement.
Holders.
As of the date of this Registration Statement, the Issuer has approximately
400 of-record shareholders.
Dividends.
The Issuer has not declared any cash dividends in the last two fiscal years
with respect to its common stock and does not intend to declare dividends in the
foreseeable future. The future dividend policy of the Issuer cannot be
ascertained with any certainty, and if and until the Issuer has sales of
products and services and achieves a profit, no such policy will be formulated.
Aside from the Issuer's lack of assets and the fact that the Issuer's
principal product is in the development stage and has no sales (as further
discussed under the caption "Business of the Issuer" above), there are no
material restrictions limiting, or that are likely to limit, the Issuer's
ability to pay dividends on its profits when and if profits are achieved.
<PAGE>
Item 202. Description of Securities.
The Issuer has two classes of securities authorized: 10,000,000 shares of
no par value preferred stock, and 40,000,000 shares of no par value common
voting stock. The shares of common stock all have the same rights and
preferences. Stockholders of the Issuer have no pre-emptive rights to acquire
additional shares of common stock or other securities. All shares of the common
stock now outstanding are fully paid and non- assessable. There are 1,890,000
outstanding non-qualified options to purchase shares of common stock of the
Issuer. There is no provision in the Issuer's Articles of Incorporation, as
amended, that would delay, defer, or prevent a change in control of the Issuer.
The Issuer has no other securities or debt securities.
Item 303. Management's Discussion and Analysis of Plan of Operation.
Plan of Operation.
Provided the necessary financing is obtained, the Issuer's plans for the
next 12 months include the following activities: (a) final design and
development of the GC2000; (b) technical writing for manuals; (c) limited
production test run of 50 units; (d) set up of call center and central servers;
(e) limited first and second production runs of 300 saleable units; (f)
development of GC2000 models adapted to ASP applications; (g) development and
implementation of the initial marketing program; (h) management of call center
and other services; and (i) expenditures for overhead. Management estimates that
it will require $3.85 million in additional capital to be raised to meet the
requirements of the above activities. (See captions "Principal Products and
Services" and "Distribution Methods" above.) Contact has been made with two
Canadian financial groups who have expressed interest in raising the required
capital through a secondary equity offering in the United States. However, there
is no assurance that the required financing can be obtained on terms favorable
to the existing shareholders, or that financing can be obtained at all.
Management intends to continue development and production utilizing
subcontractors so that no plant or equipment purchases are contemplated. The
Issuer plans to use contract employees to establish and run the service center
and sales network. Numbers of subcontractors and employees will be dependent on
demand for the service. Production in excess of the first 350 saleable units are
planned to be financed out of cash flow.
<PAGE>
Item 304. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
There have been no changes in, or disagreements with, the Issuer's principal
independent accountant in the Issuer's two most recent fiscal years or as of the
date of this Registration Statement.
Item 310. Financial Statements.
A Report of Certified Public Accountants is attached hereto and by this
reference incorporated herein. Also attached is an Index to Financial Statements
and such audited statements as are required.
Item 401. Directors, Executive Officers, Promoters and Control Persons.
Identification of Directors and Executive Officers.
The following table sets forth the names of all current directors and
executive officers of the Issuer.
--------------------------------------------------------------------------------
Name and Age Position and Offices Term of Office as Director
Period Served
--------------------------------------------------------------------------------
John M. Alston, 72 President and Director. March 20, 1999 to present
March 20, 1999 to next
annual meeting
--------------------------------------------------------------------------------
Stephen Kohalmi, 46 Director of Technology February 25, 2000 to
and Director. February 25, present
2000 to next annual
meeting
--------------------------------------------------------------------------------
Glen R. Alston, 43 Chief Financial Officer and February 25, 2000 to
Director. February 25, present
2000 to next annual
meeting
--------------------------------------------------------------------------------
Robert L. d'Artois, 54 Vice President and February 25, 2000 to
Director. February 25, present
2000 to next annual
meeting
--------------------------------------------------------------------------------
Richard M. Day, 57 Secretary and Director. March 20, 1999 to present
March 20, 1999 to next
annual meeting
--------------------------------------------------------------------------------
<PAGE>
John M. Alston resides in Calgary, Alberta, Canada. Mr. Alston is a
graduate of the University of N.B. with a B.Sc. in Arts. He is a
Professional Geologist registered with the Association of Professional
Engineers, Geologists, and Geophysicists of Alberta (since 1966). Since
1971, Mr. Alston has been the CEO of Savanna Resources Ltd. and since 1992,
of Rhonda Corporation, both junior mineral exploration companies listed on
the Canadian Venture Exchange (formerly the Alberta Stock Exchange). Since
1996, Mr. Alston was instrumental in incorporating three junior capital
pool companies which were listed on the Alberta Stock Exchange and
subsequently completed reverse takeovers of two manufacturing companies and
one high tech private network service provider, all of which are listed on
the Canadian Venture Exchange. In 1999 Mr. Alston oversaw the creation of
Rhonda Networks Inc. as an affiliate of Rhonda Corporation to engage in the
development and marketing of an Internet access gateway conceived by Mr.
Stephen Kohalmi. Since the Issuer's takeover of RNI, Mr. Alston is now
devoting approximately 75% of his time to the Issuer. Mr. Alston is a
director of First Step Incorporated, Rhonda Corporation and Savanna
Resources Ltd., all public companies listed on the Canadian Venture
Exchange.
Stephen Kohalmi resides in Thornhill, Ontario, Canada. After graduating
from the University of Toronto in 1975 with a Bachelor of Science (majoring
in computer science) Mr. Kohalmi joined I.P. Sharp and Associates as a
programming consultant, later branch manager for their German subsidiary
handling administration, marketing and support services, and participating
in design and implementation of a portfolio management information system.
In 1979, Mr. Kohalmi joined TTL Systems Limited, assuming responsibility
for systems programming and research and development of its communications
terminal and developing a bond analysis system for their VAX computer. In
1999, he was cofounder of Rhonda Networks Inc., becoming its Director of
Technology, working on the development of Internet related appliances for
industry and consumers, including the GateCommander 2000 series of Internet
access gateway systems. Mr. Kohalmi is a director of Qnetix Inc., a public
company listed on the Canadian Venture Exchange.
Glen R. Alston resides in Calgary, Alberta, Canada. Mr. Alston is the son
of John M. Alston. Upon graduating from the University of Calgary with a
Bachelor of Commerce degree, Mr. Alston worked with a major accounting
firm. From 1991 to 1993 Mr. Alston was Chief Financial Officer for a
Calgary based financial services firm and was instrumental in establishing
their securities office in Calgary. Since 1993, Mr. Alston has been a
director and officer of Rhonda Corporation, taking over as President and
CFO in 1998. Since 1996, Mr. Alston participated in the organization of the
three Alberta junior capital pool companies referred to in the preceding
paragraph on John M. Alston. In 1999 with the
<PAGE>
incorporation of Rhonda Networks Inc., an affiliate of Rhonda Corporation,
and it's subsequent takeover by the Issuer, Mr. Alston became a director
and CFO of the Issuer, working on its business development and the
financing.
Robert d'Artois resides in Calgary, Alberta, Canada. In his capacity as
financial consultant to Rhonda Corporation and Savanna Resources Ltd., Mr.
d'Artois has assisted the companies in raising capital. Mr. d'Artois is
Vice President of communications of the Issuer. Mr. d'Artois' background
includes many years as Owner/President of a Sales and Marketing consultancy
to the broadcast and publishing industry in Canada and the United States,
and attendance at St. Lawrence College in Quebec City.
Richard M. Day resides in Salt Lake City, Utah. Mr. Day has been a licensed
attorney (by the State of Utah) since 1969, having engaged in private
practice until 1993. During 1993 Mr. Day became the sole owner, officer and
director of American Registrar & Transfer Co. (which is the Issuer's
transfer agent), and since that time he has devoted substantially his full
time to running that business and representing it in various securities
matters. Mr. Day is either an officer or director, or both, of Remington
Financial Group, Inc.; Temple Mountain Industries, Inc.; Altamont Mining
Co., Inc.; and Merge Tech, Inc. None of these just-named companies have any
significant assets. Only Remington Financial has certified financial
statements, and all are, or will be, seeking "reverse acquisition"
opportunities.
Significant Employees.
The Issuer's significant employees at the present time are limited to
executive officers.
Family Relationships.
With the exception of John M. Alston and Glen R. Alston who are father and
son, there are no other family relationships between any directors or executive
officers of the Issuer, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
During the past five years, no present or former director, executive
officer or person nominated to become a director or an executive officer of the
Issuer:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the bankruptcy or
two years prior to that time;
<PAGE>
(2) was convicted in a criminal proceeding or named subject to a pending
criminal proceeding (excluding traffic violations and other minor offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a civil action), the
Securities and Exchange Commission or the Commodity Futures Trading Commission
to have violated a federal or state securities or commodities law, and the
judgment has not been reversed, suspended or vacated.
Item 402. Executive Compensation.
No direct compensation was paid to any of the executive officers in the
Issuer's most recent fiscal years ending June 30, 1998, and June 30, 1999 and in
the six month period ended December 31, 1999 (the new fiscal year end.)
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
-------------------------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g) (h) (i)
-------------------------------------------------------------------------------------------------------------------
Name and Year Salary ($) Bonus ($) Other Restricted Securities LTIP All Other
Principal Annual Stock Under-lying Payouts Compens
Position Compensa Award (s) Options/SA ($) ation
tion ($) ($) Rs ($) ($)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Lloyd 1997 Nil Nil Nil Nil Nil Nil Nil
Frizzell,
(1)
President
and CEO
-------------------------------------------------------------------------------------------------------------------
1998 Nil Nil Nil Nil Nil Nil Nil
-------------------------------------------------------------------------------------------------------------------
1999 Nil Nil Nil Nil Nil Nil Nil
-------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1) Lloyd Frizzell was President until February 9, 2000.
In February 2000, non-qualified incentive stock options were granted by the
Issuer to directors, executive officers, employees and contractors of Rhonda
Networks, replacing options previously granted to them by Rhonda Networks and
surrendered for cancellation by them at the time of the acquisition or (in the
case of Richard Day) as a new incentive option.
<PAGE>
Executive officers and directors were granted the following options: Options
granted upon acquisition of Rhonda Networks Inc.
(a) Individual Grants
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
Name Number of % of Total Exercisable Expiration
Securities Options Price ($/share) Date
Underlying Granted
Options
Granted
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
John M. Alston 160,000 shares 10.6% $0.10 February 28,
CEO and 2010
Director
--------------------------------------------------------------------------------------------------------------
Stephen 200,000 shares 13.2% $0.10 February 28,
Kohalmi 2010
Director of
Technology
--------------------------------------------------------------------------------------------------------------
Glen R. Alston 160,000 shares 10.6% $0.10 February 28,
CFO and 2010
Director
--------------------------------------------------------------------------------------------------------------
Robert 160,000 shares 10.6% $0.10 February 28,
d'Artois V-P 2010
and Director
--------------------------------------------------------------------------------------------------------------
Richard Day 160,000 shares 10.6% $0.10 February 28,
Secretary and (1) 2010
Director
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These options were granted as an incentive rather than as a replacement of
options previously granted by Rhonda Networks Inc. as in the case of the other
individuals noted.
No market for the Issuer's shares existed at the time the options were
granted.
Compensation of Directors.
There are no standard arrangements pursuant to which the Issuer's directors
are compensated for any services provided as director. No additional amounts are
payable to the Issuer's directors for committee participation or special
assignments. There are no arrangements pursuant to which any of the Issuer's
directors was compensated during the
<PAGE>
Issuer's last completed fiscal year for any service provided as director.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Issuer, with respect to any director
or executive officer of the Issuer which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Issuer or its subsidiaries, any change in
control of the Issuer, or a change in the person's responsibilities following a
change in control of the Issuer.
Item 403. Security Ownership of Certain Beneficial Owners and Management.
Security Ownership of Certain Beneficial Owners.
The following table sets out the ownership of all persons known to the
Issuer to be the beneficial owner of more then five percent of any class of the
Issuer's voting securities:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
Title of Class Name and Address Amount and Percent of Class
of Beneficial Owner Nature of (3)
Beneficial Owner
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
common shares Rhonda 6,000,000 shares 28.7%
Corporation 810, (4)
540 5th Ave. SW
Calgary, Alberta
-----------------------------------------------------------------------------------------------------
common shares Dorian Trust c/o 6,050,000 shares 28.9%
Gemexport Limited (1) (4)
Stevmar House
Rockley, Christ
Church, Barbados
-----------------------------------------------------------------------------------------------------
common shares Stephen Kohalmi 4,050,000 shares 19.4%
19 Cavalier (2)
Crescent Thornhill,
Ontario
-----------------------------------------------------------------------------------------------------
</TABLE>
(1) 4,050,000 shares registered in name of Courage Investments Limited
2,000,000 shares registered in name of Gemexport Limited.
<PAGE>
(2) includes 50,000 shares which the beneficial owner has the right to
acquire within 60 days from the date of this statement pursuant to options
exercisable at $0.10 per share.
(3) based on 20,502,300 shares outstanding + 427,500 shares which may be
issued within 60 days pursuant to options exercisable at $0.10 per share.
(4) Due to his status as Chairman and CEO of Rhonda Corporation (RMC), John
M. Alston may also be deemed to control RMC although no shareholder other
than Glen Alston owns in excess of 5% of the voting shares. Additionally,
John M. Alston's daughter, Yvonne Gillespie, is the Protector of the Dorian
Trust, a charitable trust, and she has powers to appoint trustees and
nominate beneficiaries. See the caption "Certain Relationships and Certain
Transactions" of this Registration Statement.
Security Ownership of Management.
The following table sets out as of June 30, 2000 the beneficial ownership
of all directors and nominees of any class of equity securities of the Issuer
and its parent (there are no subsidiaries) and of the directors and executive
officers of the Issuer as a group:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
(1) (2) (3) (4)
-------------------------------------------------------------------------------------------------
Title of Class Name and Address Amount and Percent of Class
of Beneficial Owner Nature of
Beneficial Owner
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
common shares of John M. Alston, 265,000 (1)(6) 1.3 (3)
Issuer Director and CEO.
23 Cambridge Place
NW, Calgary,
Alberta T2K 1P8
-------------------------------------------------------------------------------------------------
common shares of Stephen Kohalmi, 4,050,000 (2) 19.4 (3)
Issuer Director of
Technology. 10
Cavalier Crescent,
Thornhill, Ontario,
L4J 1K4
-------------------------------------------------------------------------------------------------
common shares of Glen R. Alston, 265,000 (1) 1.3 (3)
Issuer Director and CFO.
604 MacEwan
Drive NW, Calgary,
Alberta, T3K 3T9
-------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
common shares of Robert d'Artois, 490,000 (1) 2.3 (3)
Issuer Director and Vice
President. Suite
702 1100 8th Ave.
SW, Calgary,
Alberta T2P 3T9
-------------------------------------------------------------------------------------------------
common shares of Richard M. Day, 240,000 (1) 1.1 (3)
Issuer Director and
secretary. 342 East
900 South, Salt
Lake City. Utah,
84111
-------------------------------------------------------------------------------------------------
common shares of Directors and 5,310,000 25.4 (3)
Issuer executive officers
above as a group
-------------------------------------------------------------------------------------------------
common shares of John M. Alston, 125,000 0.5 (5)
parent, Rhonda Director and CEO.
Corporation 23 Cambridge Place
NW, Calgary,
Alberta T2K 1P8
-------------------------------------------------------------------------------------------------
common shares of Glen R. Alston, 3,522,750 (4) 13 (5)
parent, Rhonda Director and CFO.
Corporation 604 MacEwan
Drive NW, Calgary,
Alberta, T3K 3T9
-------------------------------------------------------------------------------------------------
common shares of Robert d'Artois, 113,000 0.4 (5)
parent, Rhonda Director and Vice
Corporation President. Suite
702 1100 8th Ave.
SW, Calgary,
Alberta T2P 3T9
-------------------------------------------------------------------------------------------------
</TABLE>
(1) includes 40,000 shares which the beneficial owner has the right to acquire
within 60 days from the date of this statement pursuant to options exercisable @
$0.10 per share.
(2) includes 50,000 shares which the beneficial owner has the right to acquire
within 60 days from the date of this statement pursuant to options exercisable @
$0.10 per share.
(3) based on 20,502,300 shares of the Issuer outstanding + 427,500 shares
issuable within 60 days pursuant to options exercisable @ $0.10 per share.
<PAGE>
(4) includes 60,000 shares of Rhonda Corporation which the beneficial owner has
the right to acquire within 60 days from the date of this statement pursuant to
options exercisable @ $0.25 (Canadian) per share and 1,300,000 shares plus an
additional 1,300,000 shares (all of Rhonda) which the beneficial owner has the
right to acquire within 60 days from the date of this statement pursuant to
warrants exercisable at $0.40 and $0.45 per share (Canadian) owned by Unibanco
Financial Corporation, a company controlled by Glen R. Alston.
(5) based on 23,406,168 shares outstanding + 2,800,000 shares issuable within 60
days from the date of this statement pursuant to warrants exercisable + 857,500
shares issuable within 60 days from the date of this statement pursuant to
options exercisable (all of Rhonda).
(6) As determined elsewhere in this Registration Statement, John M. Alston
family members and a charitable trust operating under the protection of one of
his daughters own shares totalling 69.0% of the issuer's common shares inclusive
of the shares noted above. See the captions "Security ownership of certain
beneficial owners" and "Transactions with Management and Others" of this
Registration Statement.
The Issuer has adopted a Stock Option Plan which is intended to encourage
stock ownership by employees, consultants, officers and directors of the Issuer
and it subsidiaries, for the following purposes: (1) that such individuals may
acquire or increase their proprietary interest in the Issuer; (2) to induce
qualified persons to become employees, officers or directors, etc.; (3) and to
encourage such persons to remain in the employ of, or continue to be associated
with, the Issuer and to put forth maximum effort for the success of the Issuer.
The Plan encompasses both incentive stock options as well as non-qualified stock
options. It is noted that since all of the options granted pursuant to the
Carmina/RNI Exchange Agreement are considered to come under the Stock Option
Plan, Management intends to increase the number of options available under the
Plan to a maximum of 3,000,000. See "Carmina Technologies Inc. Stock Option
Plan" at Exhibits.
Changes in Control.
There are no present arrangements or pledges of the Issuer's securities
which may result in a change in control of the Issuer.
Item 404. Certain Relationships and Related Transactions.
Transactions with Management and Others.
The only transaction in the last two years exceeding $60,000 in which the
Issuer was a party and in which any then director or executive officer of the
Issuer had a material interest was of the acquisition of Rhonda Networks Inc. as
a wholly owned subsidiary by an Agreement Exchange dated February 9, 2000
between the Issuer and the shareholders
<PAGE>
of Rhonda Networks Inc. (See "Agreement of Exchange" at Exhibits and Item 701,
"Recent Sales of Unregistered Securities" below.) At the time of the takeover,
Mr. John Alston was a director of the Issuer and members of his family and a
charitable trust operating under the protection of one of his daughters were
shareholders in the Issuer as set out below:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Name Relationship to Issuer (As of Shareholding (%) Shareholding (%)
February 2000) Prior to After
Transaction Transaction
------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
John M. Alston Director -- -- 225,000 1.1
------------------------------------------------------------------------------------------------------------
Waltraud Alston Spouse of John M. Alston 225,000 5.0 450,000 2.2
------------------------------------------------------------------------------------------------------------
Laurel Eckart Daughter-in-law of John M. 210,250 4.7 435,250 2.1
Alston/Wife of Glen Alston
------------------------------------------------------------------------------------------------------------
David Cooper Son-in-law of John M. Alston 225,000 5.0 225,000 1.1
------------------------------------------------------------------------------------------------------------
Maxwell Clark Son-in-law of John M. Alston 221,250 4.9 221,250 1.1
------------------------------------------------------------------------------------------------------------
Yvonne Gillespie Daughter of John M. Alston 220,250 4.9 220,250 1.1
------------------------------------------------------------------------------------------------------------
April Arvazzetti Daughter of John M. Alston 204,260 4.5 204,260 1.0
------------------------------------------------------------------------------------------------------------
Wendy Berger Daughter of John M. Alston 182,300 4.0 182,300 0.9
------------------------------------------------------------------------------------------------------------
Unibanco Financial Controlled by Glen R. Alston, 157,875 3.5 157,875 0.8
Corporation son of John M. Alston
------------------------------------------------------------------------------------------------------------
Gemexport Limited Owned by Dorian Trust (1) 2,000,000 44.4 2,000,000 9.8
------------------------------------------------------------------------------------------------------------
Courage Investments Owned by Dorian Trust (1) -- -- 4,050,000 19.8
Limited
------------------------------------------------------------------------------------------------------------
Rhonda Corporation Company of which John M. -- -- 6,000,000 28.7
Alston is Chairman and CEO
------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:
(1) A charitable trust of which Yvonne Gillespie is the Protector, with the
powers to appoint trustees and nominate beneficiaries.
Parents of the Issuer.
Rule 1-02(p) of Regulation S-X states that "a 'parent' of a specified
person is an affiliate controlling such person directly, or indirectly through
one or more intermediaries." Accordingly, Rhonda Corporation and John Alston are
deemed to be parents of the Issuer. See tables and notes under Captions,
"Security Ownership of Certain Beneficial Owners", "Security Ownership of
Management" and "Transactions with Management and Others" above. Shares of
Rhonda Corporation are widely held and trade on the Canadian Venture
<PAGE>
Exchange. Management control 24.64% of the voting shares and no shareholder
other than Glen Alston owns in excess of 5% of the voting shares of Rhonda
Corporation.
Item 503. Summary Information and Risk Factors:
Risk Factors.
In any business venture, there are substantial risks specific to the
particular enterprise and which cannot be ascertained. The Issuer's proposed
business operations will be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Issuer has virtually no
assets and has had no revenue in either of its two most recent fiscal years or
to the date hereof. Nor will the Issuer receive any revenues until it completes
development of its principal product and begins sales of that product to the
public. The Issuer can provide no assurance that sales of the product will
produce any material revenues for the Issuer or its stockholders or that any
such business will operate on a profitable basis.
Voting Control. Due to its ownership of a majority of the shares of the
Issuer's outstanding common stock, a small number of shareholders has the
ability to elect all of the Issuer's directors, who in turn elect all executive
officers, without regard to the votes of other stockholders.
No Market for Common Stock; No Market for Shares. Although the Issuer
intends to submit for listing of its common stock on the Bulletin Board of the
National Association of Securities Dealers, Inc. (the "NASD"), there is
currently no market for such shares; there can be no assurance that such a
market will ever develop or be maintained. Any market price for shares of common
stock of the Issuer is likely to be very volatile, and numerous factors beyond
the control of the Issuer may have a significant effect. In addition, the stock
markets generally have experienced, and continue to experience, extreme price
and volume fluctuations which have affected the market price of many small
capital companies and which have often been unrelated to the operating
performance of these companies. These broad market fluctuations, as well as
general economic and political conditions, may adversely affect the market price
of the Issuer's common stock in any market that may develop.
Risks of "Penny Stock". The Issuer's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a5l-l of the
Securities and Exchange Commission. Penny stocks are stocks: (I) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks
<PAGE>
must still meet requirement (I) above); or (iv) in issuers with net tangible
assets less than $2,000,000 (if the issuer has been in continuous operation for
at least three years) or $5,000,000 (if in continuous operation for less than
three years), or with average revenues of less than $6,000,000 for the last
three years.
Lack of Market for Equity Securities. There has been no "established public
market" for the Issuer's common stock in the last five years. (See Caption,
"Market Information" above.) While the Issuer plans to qualify for listing on
the NASD, at least initially, any trading in its common stock will most likely
be conducted in the over-the- counter market in the "pink sheets" (OTC) or the
OTC Bulletin Board of the NASD.
Possible Future Compensation Arrangements. If Issuer is successful in
developing and marketing its products and services, there may be arrangements
and agreements entered into for the officers and directors which will allow for
participation in retirement, deferred compensation and other financial plans,
although such arrangements and agreements are not determined at this time.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Issuer's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (I) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Issuer's common stock to resell their shares to third parties or to
otherwise dispose of them.
Item 701. Recent Sales of Unregistered Securities.
On January 18, 1999, 2,400,000 common shares were issued for an assignment
of
<PAGE>
the TAB 99-1 through TAB 99-16 and TAB 99-25 mining claims located in Josephine
County, Oregon and the TAB 99-17 through TAB 99-24 and TAB 99-26 mining claims
in Del Norte County, California. The offers and sales of these securities are
believed to have been exempt from the registration requirements of Section 5 of
the Securities Act of 1933 pursuant to Section 4(2) thereof (for transactions
not involving any public offering), and from similar states' securities laws,
rules and regulations. See "Tab 99 Assignment Agreement" at Exhibits.
Further, on February 8, 2000, 16,000,000 common shares were issued pursuant
to an Agreement of Exchange with the Shareholders of Rhonda Networks Inc. which
became a wholly owned subsidiary of the Issuer. The offers and sales of these
securities are believed to have been exempt from the registration requirements
of Section 5 of the Securities Act of 1933 pursuant to Section 4(2) thereof (for
transactions not involving any public offering), and from similar states'
securities laws, rules and regulations. See "Agreement of Exchange" by and
between Issuer and Rhonda Networks Inc. at Exhibits.
Item 702 Indemnification of Directors and Officers.
The Articles of Incorporation of the Issuer state that:
"The Corporation shall indemnify any person who is or was a director
to the maximum extent provided by statute."
"The Corporation shall indemnify any person who is or was an officer,
employee or agent of the Corporation who is not a director to the
maximum extent provided by law, or to a greater extent if consistent
with law and if provided by resolution of the Corporation's
shareholders or directors, or in a contract."
"The Corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, fiduciary or agent
of the Corporation and who while a director, officer, employee,
fiduciary or agent of the Corporation, is or was serving at the
request of the Corporation as a director, officer, partner, trustee,
employee, fiduciary or agent of any other foreign or domestic
corporation, partnership, joint venture, trust, other enterprise or
employee benefit plan against any liability asserted against or
incurred by him in any such capacity or arising out of his status as
such, whether or not the Corporation would have the power to indemnify
him against such liability under provisions of the statute."
and that
<PAGE>
"A director of the Corporation shall not be personally liable to the
Corporation or its shareholders for monetary damages for breach of
fiduciary duty as a director, except for liability (I) for any breach
of the director's duty of loyalty to the Corporation or to its
shareholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation op law, (iii)
for acts specified under Section 16-10- 44 of the Utah Revised
Business Corporation Act or any amended or successor provision
thereof, or (iv) for any transaction from which the directors derived
an improper personal benefit. If the Utah Revised Business Corporation
Act is amended after this Article is adopted to authorize corporate
action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Corporation shall
be eliminated or limited to the fullest extent permitted by the Utah
Revised Business Corporation Act, as so amended."
"Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation shall not adversely affect any right
or protection of a director of the Corporation existing at the time of
such repeal or modification."
Further, Section 16-10a-841, Utah Code Annotated (U.C.A.), specifically
authorizes a Utah corporation to indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if his conduct was in good faith; and he reasonably believed that his
conduct was in, or not opposed to, the corporation's best interests; and in the
case of any criminal proceeding, he had no reasonable cause to believe his
conduct was unlawful. In addition, it also authorizes a Utah corporation to
limit the liability of a director to the corporation or to its shareholders for
monetary damages for any action taken or any failure to take any action as a
director, except for: liability for the amount of a financial benefit received
by a director to which he is not entitled; an intentional infliction of harm on
the corporation or the shareholders; a violation of section 16-10a-842, U.C.A.;
or an intentional violation of criminal law.
<PAGE>
PART II
Item 1. Index to Exhibits.
The following exhibits are filed as a part of this Registration Statement:
Exhibit
Number Description
------ -----------
1 Financial Statements [Jones, Jensen]
2 Agreement of Exchange w/ Carmina Technologies Inc. Stock
Option Plan and Stock Option Agreement*
3 Restated Articles of Incorporation of Carmina Technologies Inc.
with Articles of Amendment to Articles of Incorporation of The
Americas Mining Corporation. (Note: No By-Laws created)*
10.1 TAB 99 Assignment Agreement*
10.2 Syndicate Agreement (TAB 99)*
21 Rhonda Networks Inc. - Articles of Incorporation*
----------
* previously filed
Summaries of all exhibits contained within this Registration Statement are
modified in their entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
Registrant has caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
CARMINA TECHNOLOGIES INC.
Date: 7-13-00 By /s/
--------------------------------------------------
John M. Alston, Director and President
Date: 7-13-00 By /s/
--------------------------------------------------
Robert d'Artois, Director and Vice President
Date: 7-13-00 By /s/
--------------------------------------------------
Richard M. Day, Director and Sec/Treasurer
