U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities
Exchange Act of 1934
Digital Village World Technologies, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0404114
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Unit 10, 18980 Fraserwood Court
Burnaby, B.C. , Canada V5J5H7
(Address of Principal Office) Zip Code
Issuer's telephone number: (604) 438-3598
Securities to be registered under Section 12(b) of the Act:
Title of each class to be so registered - N/A
Name of each exchange on which each class is to be registered - N/A
Securities to be registered under Section 12(g) of the Act:
Common Stock
(Title of class)
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS
General
The Company was incorporated under the laws of the State of
Nevada on September 14, 1998, under the name Body Concepts, Inc.
It was formed to engage in the business of owning and operating
small boutique style fitness facilities in which clients work with fitness
advisors to establish exercise routines, nutrition programs, stress
releasing therapies, and the like. Company management spent several
months engaged in the process of raising capital, interviewing
potential employees and seeking to locate a suitable location for its
first facility. However, the Company had difficulty locating a suitable
location and management ultimately determined that it did not have
sufficient capital to proceed with its original business plan. The
Company never commenced any commercial operations, and as of the
date hereof, the Company has no business operations or employees
and owns no real estate.
In February, 2000, there was a change in control of the
Company, new management was appointed and the Company adopted
a new business plan. On May 16, 2000, The Company changed its
name to Digital Village World Technologies, Inc. (See Item 5
"Directors, Executive Officers, Promoters and Control Persons" and
Item 7 "Certain Relationships and Related Transactions"). The new
management has elected to make the Company a "blind pool" or
"blank check" company, whose business plan is to seek, investigate,
and, if warranted, acquire one or more properties or businesses, and
to pursue other related activities intended to enhance shareholder
value. In conjunction with the adoption of a new business plan, the
Company has elected to file this Form 10-SB registration statement on
a voluntary basis in order to become a reporting company under the
Securities Exchange Act of 1934.
The acquisition of a business opportunity may be made by
purchase, merger, exchange of stock, or otherwise, and may
encompass assets or a business entity, such as a corporation, joint
venture, or partnership. The Company has very limited capital, and it
is unlikely that the Company will be able to take advantage of more
than one such business opportunity. The Company intends to seek
opportunities demonstrating the potential of long-term growth as
opposed to short-term earnings.
At the present time the Company has not identified any
business opportunity that it plans to pursue, nor has the Company
reached any agreement or definitive understanding with any person
concerning an acquisition. The Company's officers and directors
have had preliminary contacts with representatives of various
companies concerning the general possibility of a merger or
acquisition with a blind pool or blank check company. However,
none of these preliminary contacts or discussions have, as yet, led to
an agreement or understanding with respect to completion of a merger
or acquisition transaction.
Prior to the effective date of this registration statement, it is
anticipated that the Company's officers and directors will contact
broker-dealers and other persons with whom they are acquainted who
are involved in corporate finance matters to advise them of the
Company's existence and to determine if any companies or businesses
they represent have a general interest in considering a merger or
acquisition with a blind pool or blank check entity. However, it is the
intent of Company management not to engage in direct discussions
regarding the possibility of a merger or acquisition until after the
effective date of this registration statement. No assurance can be
given that the Company will be successful in finding or acquiring a
desirable business opportunity, given the limited funds that are
expected to be available for acquisitions, or that any acquisition that
occurs will be on terms that are favorable to the Company or its
stockholders.
The Company's search will be directed toward small and
medium-sized enterprises which have a desire to become public
corporations and which are able to satisfy, or anticipate in the
reasonably near future being able to satisfy, the minimum asset
requirements in order to qualify shares for trading on NASDAQ or on
an exchange such as the American Stock Exchange. (See
"Investigation and Selection of Business Opportunities"). The
Company anticipates that the business opportunities presented to it
will (i) either be in the process of formation, or be recently organized
with limited operating history, or a history of losses attributable to
under-capitalization or other factors; (ii) be experiencing financial or
operating difficulties; (iii) be in need of funds to develop a new
product or service or to expand into a new market; (iv) be relying
upon an untested product or marketing concept; or (v) have a
combination of the characteristics mentioned in (i) through (iv). The
Company intends to concentrate its acquisition efforts on properties or
businesses that it believes to be undervalued or that it believes may
realize a substantial benefit from being publicly owned. Given the
above factors, investors should expect that any acquisition candidate
may have little or no operating history, or a history of losses or low
profitability.
The Company does not propose to restrict its search for
investment opportunities to any particular geographical area or
industry, and may, therefore, engage in essentially any business, to
the extent of its limited resources. This includes industries such as
service, finance, natural resources, manufacturing, high technology,
product development, medical, communications and others. The
Company's discretion in the selection of business opportunities is
unrestricted, subject to the availability of such opportunities,
economic conditions, and other factors.
As a consequence of this registration of its securities, any
entity which has an interest in being acquired by, or merging into the
Company, is expected to be an entity that desires to become a public
company and establish a public trading market for its securities. In
connection with such a merger or acquisition, it is highly likely that
an amount of stock constituting control of the Company would either
be issued by the Company or be purchased from the current principal
shareholders of the Company by the acquiring entity or its affiliates.
If stock is purchased from the current shareholders, the transaction is
very likely to be a private transaction rather than a public distribution
of securities, but is also likely to result in substantial gains to the
current shareholders relative to their purchase price for such stock. In
the Company's judgment, none of its officers and directors would
thereby become an "underwriter" within the meaning of Section 2(11)
of the Securities Act of 1933, as amended, as long as the transaction
is a private transaction rather than a public distribution of securities.
The sale of a controlling interest by certain principal shareholders of
the Company could occur at a time when the other shareholders of the
Company remain subject to restrictions on the transfer of their shares.
Depending upon the nature of the transaction, the current
officers and directors of the Company may resign their management
positions with the Company in connection with a change in control of
the Company or its acquisition of a business opportunity (See "Form
of Acquisition," below, and "Risk Factors - The Company - Lack of
Continuity in Management"). In the event of such a resignation, the
Company's current management would not have any control over the
conduct of the Company's business following the change in control or
the Company's combination with a business opportunity.
It is anticipated that business opportunities will come to the
Company's attention from various sources, including its officers and
directors, its other stockholders, professional advisors such as
attorneys and accountants, securities broker-dealers, venture
capitalists, members of the financial community, and others who may
present unsolicited proposals. The Company has no plans,
understandings, agreements, or commitments with any individual for
such person to act as a finder of opportunities for the Company.
Investigation and Selection of Business Opportunities
To a large extent, a decision to participate in a specific
business opportunity may be made upon management's analysis of the
quality of the other company's management and personnel, the
anticipated acceptability of new products or marketing concepts, the
merit of technological changes, the perceived benefit the business
opportunity will derive from becoming a publicly held entity, and
numerous other factors which are difficult, if not impossible, to
analyze through the application of any objective criteria. In many
instances, it is anticipated that the historical operations of a specific
business opportunity may not necessarily be indicative of the potential
for the future because of the possible need to shift marketing
approaches substantially, expand significantly, change product
emphasis, change or substantially augment management, or make
other changes. The Company will be dependent upon the owners of a
business opportunity to identify any such problems
which may exist and to implement, or be primarily responsible for the
implementation of, required changes. Because the Company may
participate in a business opportunity with a newly organized firm or
with a firm which is entering a new phase of growth, the Company
will incur further risks, because management in many instances will
not have proven its abilities or effectiveness, the eventual market for
the products or services of the business opportunity will likely not be
established, and the business opportunity may not be profitable when
acquired.
It is anticipated that the Company will not be able to diversify,
but will essentially be limited to one such venture because of the
Company's limited financing. This lack of diversification will not
permit the Company to offset potential losses from one business
opportunity against profits from another, and should be considered an
adverse factor affecting any decision to purchase the Company's
securities.
It is emphasized that management of the Company may effect
transactions having a potentially adverse impact upon the Company's
shareholders pursuant to the authority and discretion of the
Company's management to complete acquisitions without submitting
any proposal to the stockholders for their consideration. Holders of
the Company's securities should not anticipate that the Company
necessarily will furnish such holders, prior to any merger or
acquisition, with financial statements, or any other documentation,
concerning a target company or its business. In some instances,
however, the proposed participation in a business opportunity may be
submitted to the stockholders for their consideration, either voluntarily
by such directors to seek the stockholders' advice and consent or
because state law so requires.
The analysis of business opportunities will be undertaken by or
under the supervision of the Company's officers and directors, none
of whom are professional business analysts (See "Management").
Although there are no current plans to do so, Company management
might hire an outside consultant to assist in the investigation and
selection of business opportunities, and might pay a finder's fee.
Since Company management has no current plans to use any outside
consultants or advisors to assist in the investigation and selection of
business opportunities, no policies have been adopted regarding use of
such consultants or advisors, the criteria to be used in selecting such
consultants or advisors, the services to be provided, the term of
service, or regarding the total amount of fees that may be paid.
However, because of the limited resources of the Company, it is
likely that any such fee the Company agrees to pay would be paid in
stock and not in cash. Otherwise, the Company anticipates that it will
consider, among other things, the following factors:
(1) Potential for growth and profitability, indicated by new
technology, anticipated market expansion, or new products;
(2) The Company's perception of how any particular business
opportunity will be received by the investment community and by the
Company's stockholders;
(3) Whether, following the business combination, the financial
condition of the business opportunity would be, or would have a
significant prospect in the foreseeable future of becoming sufficient to
enable the securities of the Company to qualify for listing on an
exchange or on a national automated securities quotation system, such
as NASDAQ, so as to permit the trading of such securities to be
exempt from the requirements of Rule 15c2-6 adopted by the
Securities and Exchange Commission (See "Risk Factors - The
Company - Regulation of Penny Stocks").
(4) Capital requirements and anticipated availability of
required funds to be provided by the Company or from operations,
through the sale of additional securities, through joint ventures or
similar arrangements, or from other sources;
(5) The extent to which the business opportunity can be
advanced;
(6) Competitive position as compared to other companies of
similar size and experience within the industry segment as well as
within the industry as a whole;
(7) Strength and diversity of existing management, or
management prospects that are scheduled for recruitment;
(8) The cost of participation by the Company as compared to the
perceived tangible and intangible values and potential; and
(9) The accessibility of required management expertise,
personnel, raw materials, services, professional assistance, and other
required items.
In regard to the possibility that the shares of the Company
would qualify for listing on NASDAQ, the current standards for
initial listing include, among other requirements, that the Company (i)
have net tangible assets of at least $4,000,000, or a market
capitalization of $50,000,000, or net income of not less than $750,000
in its latest fiscal year or in two of the last three fiscal year; (ii) have
a public float (i.e. shares that are not held by any officer, director or
10% shareholder) of at least 1,000,000 shares; (iii) have a minimum
bid price of at least $4.00;
(iv) have at least 300 round lot shareholders (i.e. shareholders
who own not less than 100 shares); and (v) have an operating history
of at least one year or a market capitalization of at least $50,000,000.
Many, and perhaps most, of the business opportunities that might be
potential candidates for a combination with the Company would not
satisfy the NASDAQ listing criteria.
No one of the factors described above will be controlling in
the selection of a business opportunity, and management will attempt
to analyze all factors appropriate to each opportunity and make a
determination based upon reasonable investigative measures and
available data. Potentially available business opportunities may occur
in many different industries and at various stages of development, all
of which will make the task of comparative investigation and analysis
of such business opportunities extremely difficult and complex.
Potential investors must recognize that, because of the Company's
limited capital available for investigation and management's limited
experience in business analysis, the Company may not discover or
adequately evaluate adverse facts about the opportunity to be acquired.
The Company is unable to predict when it may participate in a
business opportunity. It expects, however, that the analysis of
specific proposals and the selection of a business opportunity may take
several months or more.
Prior to making a decision to participate in a business
opportunity, the Company will generally request that it be provided
with written materials regarding the business opportunity containing
such items as a description of products, services and company history;
management resumes; financial information; available projections,
with related assumptions upon which they are based; an explanation of
proprietary products and services; evidence of existing patents,
trademarks, or services marks, or rights thereto; present and proposed
forms of compensation to management; a description of transactions
between such company and its affiliates during relevant periods; a
description of present and required facilities; an analysis of risks and
competitive conditions; a financial plan of operation and estimated
capital requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 60 days
following completion of a merger transaction; and other information
deemed relevant.
As part of the Company's investigation, the Company's
executive officers and directors may meet personally with
management and key personnel, may visit and inspect material
facilities, obtain independent analysis or verification of certain
information provided, check references of management and key
personnel, and take other reasonable investigative measures, to the
extent of the Company's limited financial resources and management
expertise.
It is possible that the range of business opportunities that might
be available for consideration by the Company could be limited by the
impact of Securities and Exchange Commission regulations regarding
purchase and sale of "penny stocks." The regulations would affect,
and possibly impair, any market that might develop in the Company's
securities until such time as they qualify for listing on NASDAQ or
on an exchange which would make them exempt from applicability of
the"penny stock" regulations. See "Risk Factors - Regulation of
Penny Stocks."
Company management believes that various types of potential
merger or acquisition candidates might find a business combination
with the Company to be attractive. These include acquisition
candidates desiring to create a public market for their shares in order
to enhance liquidity for current shareholders, acquisition candidates
which have long-term plans for raising capital through the public sale
of securities and believe that the possible prior existence of a public
market for their securities would be beneficial, and acquisition
candidates which plan to acquire additional assets through issuance of
securities rather than for cash, and believe that the possibility of
development of a public market for their securities will be of
assistance in that process. Acquisition candidates which have a need
for an immediate cash infusion are not likely to find a potential
business combination with the Company to be an attractive alternative.
Form of Acquisition
It is impossible to predict the manner in which the Company
may participate in a business opportunity. Specific business
opportunities will be reviewed as well as the respective needs and
desires of the Company and the promoters of the opportunity and,
upon the basis of that review and the relative negotiating strength of
the Company and such promoters, the legal structure or method
deemed by management to be suitable will be selected. Such structure
may include, but is not limited to leases, purchase and sale
agreements, licenses, joint ventures and other contractual
arrangements. The Company may act directly or indirectly through
an interest in a partnership, corporation or other form of organization.
Implementing such structure may require the merger,
consolidation or reorganization of the Company with other
corporations or forms of business organization. In addition, the
present management and stockholders of the Company most likely will
not have control of a majority of the voting shares of the Company
following a merger or reorganization transaction. As part of such a
transaction, the Company's existing directors may resign and new
directors may be appointed without any vote by stockholders.
It is likely that the Company will acquire its participation in a
business opportunity through the issuance of Common Stock or other
securities of the Company. Although the terms of any such
transaction cannot be predicted, it should be noted that in certain
circumstances the criteria for determining whether or not an
acquisition is a so-called "tax free" reorganization under the Internal
Revenue Code of 1986, depends upon the issuance to the stockholders
of the acquired company of a controlling interest (i.e. 80% or more)
of the common stock of the combined entities immediately following
the reorganization. If a transaction were structured to take advantage
of these provisions rather than other "tax free" provisions provided
under the Internal Revenue Code, the Company's current stockholders
would retain in the aggregate 20% or less of the total issued and
outstanding shares. This could result in substantial additional dilution
in the equity of those who were stockholders of the Company prior to
such reorganization. Any such issuance of additional shares might
also be done simultaneously with a sale or transfer of shares
representing a controlling interest in the Company by the current
officers, directors and principal shareholders. (See "Description of
Business - General").
The Company anticipates that it will seek to issue any new
securities issued in any reorganization transaction in reliance upon
exemptions from registration under applicable federal and state
securities laws. In some circumstances, the Company may be
required to register such securities for issuance. In other
circumstances, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the
transaction is consummated, or under certain conditions at specified
times thereafter. The issuance of substantial additional securities and
their potential sale into any trading market that might develop in the
Company's securities may have a depressive effect upon such market.
The Company will participate in a business opportunity only
after the negotiation and execution of a written agreement. Although
the terms of such agreement cannot be predicted, generally such an
agreement would require specific representations and warranties by all
of the parties thereto, specify certain events of default, detail the
terms of closing and the conditions which must be satisfied by each of
the parties thereto prior to such closing, outline the manner of bearing
costs if the transaction is not closed, set forth remedies upon default,
and include miscellaneous other terms.
As a general matter, the Company anticipates that it, and/or its
principal shareholders will enter into a letter of intent with the
management, principals or owners of a prospective business
opportunity prior to signing a binding agreement. Such a letter of
intent will set forth the terms of the proposed acquisition but will not
bind any of the parties to consummate the transaction. Execution of a
letter of intent will by no means indicate that consummation of an
acquisition is probable. Neither the Company nor any of the other
parties to the letter of intent will be bound to consummate the
acquisition unless and until a definitive agreement concerning the
acquisition as described in the preceding paragraph is executed. Even
after a definitive agreement is executed, it is possible that the
acquisition would not be consummated should any party elect to
exercise any right provided in the agreement to terminate it on
specified grounds.
It is anticipated that the investigation of specific business
opportunities and the negotiation, drafting and execution of relevant
agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for
accountants, attorneys and others. If a decision is made not to
participate in a specific business opportunity, the costs theretofore
incurred in the related investigation would not be recoverable.
Moreover, because many providers of goods and services require
compensation at the time or soon after the goods and services are
provided, the inability of the Company to pay until an indeterminate
future time may make it impossible to procure goods and services.
Investment Company Act and Other Regulations
The Company may participate in a business opportunity by
purchasing, trading or selling the securities of such business. The
Company does not, however, intend to engage primarily in such
activities. Specifically, the Company intends to conduct its activities
so as to avoid being classified as an "investment company" under the
Investment Company Act of 1940 (the "Investment Act"), and
therefore to avoid application of the costly and restrictive registration
and other provisions of the Investment Act, and the regulations
promulgated thereunder.
The Company's plan of business may involve changes in its
capital structure, management, control and business, especially if it
consummates a reorganization as discussed above. Each of these
areas is regulated by the Investment Act, in order to protect
purchasers of investment company securities. Since the Company will
not register as an investment company, stockholders will not be
afforded these protections.
Any securities which the Company might acquire in exchange
for its Common Stock are expected to be "restricted securities" within
the meaning of the Securities Act of 1933, as amended (the "Act"). If
the Company elects to resell such securities, such sale cannot proceed
unless a registration statement has been declared effective by the
Securities and Exchange Commission or an exemption from
registration is available. Section 4(1) of the Act, which exempts sales
of securities not involving a public distribution by persons other than
the issuer, would in all likelihood be available to permit a private
sale. Although the plan of operation does not contemplate resale of
securities acquired, if such a sale were to be necessary, the Company
would be required to comply with the provisions of the Act to effect
such resale.
An acquisition made by the Company may be in an industry
which is regulated or licensed by federal, state or local authorities.
Compliance with such regulations can be expected to be a
time-consuming and expensive process.
Competition
The Company expects to encounter substantial competition in
its efforts to locate attractive opportunities, primarily from business
development companies, venture capital partnerships and corporations,
venture capital affiliates of large industrial and financial companies,
small investment companies, and wealthy individuals. Many of these
entities may have significantly greater experience, resources and
managerial capabilities than the Company and in that event, will be in
a better position than the Company to obtain access to attractive
business opportunities. The Company also will experience competition
from other public "blind pool" companies, many of which may have
more funds available than does the Company, and from several other
blind pool companies formed by Company management (See"Item 5.
Directors, Executive Officers, Promoters and Control Persons - Other
Blind Pool Activities").
Administrative Offices
The Company currently maintains a mailing address at Unit
10, 18980 Fraserwood Court, Burnaby, B.C., Canada V5J5H7. The
Company's telephone number there is 604-808-1681. Other than this
mailing address, the Company does not currently maintain any other
office facilities, and does not anticipate the need for maintaining office
facilities at any time in the foreseeable future. The Company pays no
rent or other fees for the use of this mailing address.
Employees
The Company is in the development stage and currently has no
employees. Management of the Company expects to use consultants,
attorneys and accountants as necessary, and does not anticipate a need
to engage any full-time employees so long as it is seeking and
evaluating business opportunities. The need for employees and their
availability will be addressed in connection with the decision whether
or not to acquire or participate in specific business opportunities.
Risk Factors
A. Conflicts of Interest. Certain conflicts of interest exist
between the Company and its officers and directors. They have other
business interests to which they currently devote attention, and are
expected to continue to do so. As a result, conflicts of interest may
arise that can be resolved only through their exercise of judgment in a
manner which is consistent with their fiduciary duties to the
Company. See "Management," and "Conflicts of Interest."
B. Possible Need for Additional Financing. The Company
has very limited funds, and such funds may not be adequate to take
advantage of any available business opportunities. Even if the
Company's funds prove to be sufficient to acquire an interest in, or
complete a transaction with, a business opportunity, the Company
may not have enough capital to exploit the opportunity. The ultimate
success of the Company may depend upon its ability to raise
additional capital. The Company has not investigated the availability,
source, or terms that might govern the acquisition of additional capital
and will not do so until it determines a need for additional financing.
If additional capital is needed, there is no assurance that funds will be
available from any source or, if available, that they can be obtained
on terms acceptable to the Company. If not available, the Company's
operations will be limited to those that can be financed with its modest
capital.
C. Regulation of Penny Stocks. The Company's securities,
when available for trading, are expected to be subject to a Securities
and Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers who sell such securities to persons
other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in
general terms, institutions with assets in excess of $5,000,000, or
individuals having a net worth in excess of $1,000,000 or having an
annual income that exceeds $200,000 (or that, when combined with a
spouse's income, exceeds $300,000). For transactions covered by the
rule, the broker-dealer must make a special suitability determination
for the purchaser and receive the purchaser's written agreement to the
transaction prior to the sale. Consequently, the rule may affect the
ability of broker-dealers to sell the Company's securities and also may
affect the ability of purchasers in this offering to sell their securities
in any market that might develop therefor.
In addition, the Securities and Exchange Commission has
adopted a number of rules to regulate "penny stocks." Such rules
include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, and
15g-7 under the Securities Exchange Act of 1934, as amended.
Because the securities of the Company may constitute "penny stocks"
within the meaning of the rules, the rules would apply to the
Company and to its securities. The rules may further affect the
ability of the Company's shareholders to sell their shares in any public
market which might develop.
Shareholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one
or a few broker-dealers that are often related to the promoter or
issuer; (ii) manipulation of prices through prearranged matching of
purchases and sales and false and misleading press releases; (iii)
"boiler room" practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv)
excessive and undisclosed bid-ask differentials and markups by selling
broker-dealers; and (v) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to
a desired level, along with the resulting inevitable collapse of those
prices and with consequent investor losses. The Company's
management is aware of the abuses that have occurred historically in
the penny stock market. Although the Company does not expect to be
in a position to dictate the behavior of the market or of broker-dealers
who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from
being established with respect to the Company's securities.
D. No Operating History. The Company has no operating
history, revenues from operations, or assets other than cash
from private sales of stock. The Company faces all of the risks of a
new business and the special risks inherent in the investigation,
acquisition, or involvement in a new business opportunity. The
Company must be regarded as a new or "start-up" venture with all of
the unforeseen costs, expenses, problems, and difficulties to which
such ventures are subject.
E. No Assurance of Success or Profitability. There is no
assurance that the Company will acquire a favorable business
opportunity. Even if the Company should become involved in a
business opportunity, there is no assurance that it will generate
revenues or profits, or that the market price of the Company's
outstanding shares will be increased thereby.
F. Possible Business - Not Identified and Highly Risky. The
Company has not identified and has no commitments to enter into or
acquire a specific business opportunity. As a result, it is only able to
make general disclosures concerning the risks and hazards of
acquiring a business opportunity, rather than providing disclosure with
respect to specific risks and hazards relating to a particular business
opportunity. As a general matter, prospective investors can expect any
potential business opportunity to be quite risky. (See Item 1
"Description of Business.")
G. Type of Business Acquired. The type of business to be
acquired may be one that desires to avoid effecting its own public
offering and the accompanying expense, delays, uncertainties, and
federal and state requirements which purport to protect investors.
Because of the Company's limited capital, it is more likely than not
that any acquisition by the Company will involve other parties whose
primary interest is the acquisition of control of a publicly traded
company. Moreover, any business opportunity acquired may be
currently unprofitable or present other negative factors.
H. Impracticability of Exhaustive Investigation. The
Company's limited funds and the lack of full-time management will
likely make it impracticable to conduct a complete and exhaustive
investigation and analysis of a business opportunity before the
Company commits its capital or other resources thereto. Management
decisions, therefore, will likely be made without detailed feasibility
studies, independent analysis, market surveys and the like which, if
the Company had more funds available to it, would be desirable. The
Company will be particularly dependent in making decisions upon
information provided by the promoter, owner, sponsor, or others
associated with the business opportunity seeking the Company's
participation. A significant portion of the Company's available funds
may be expended for investigative expenses and other expenses related
to preliminary aspects of completing an acquisition transaction,
whether or not any business opportunity investigated is eventually
acquired.
I. Lack of Diversification. Because of the limited financial
resources that the Company has, it is unlikely that the Company will
be able to diversify its acquisitions or operations. The Company's
probable inability to diversify its activities into more than one area
will subject the Company to economic fluctuations within a particular
business or industry and therefore increase the risks associated with
the Company's operations.
J. Possible Reliance upon Unaudited Financial Statements.
The Company generally will require audited financial statements from
any business that it proposes to acquire. No assurance can be given,
however, that audited financials will be available to the Company. In
cases where audited financials are unavailable, the Company will have
to rely upon unaudited information that has not been verified by
outside auditors. The lack of the type of independent verification
which audited financial statements would provide, increases the risk
that the Company, in evaluating an acquisition with such a target
company, will not have the benefit of full and accurate information
about the financial condition and operating history of the target
company. This risk increases the prospect that the acquisition of such
a company might prove to be an unfavorable one for the Company or
the holders of the Company's securities.
Moreover, the Company will be subject to the reporting
provisions of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and thus will be required to furnish certain
information, including audited financial statements, for any existing
business it may acquire. Consequently, acquisition prospects that do
not have, or are unable to provide reasonable assurances that they will
be able to obtain, the required audited statements would not be
considered by the Company to be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.
Should the Company, during the time it remains subject to the
reporting provisions of the Exchange Act, complete an acquisition of
an entity for which audited financial statements prove to be
unobtainable, the Company would be exposed to enforcement actions
by the Securities and Exchange Commission (the "Commission") and
to corresponding administrative sanctions, including permanent
injunctions against the Company and its management. The legal and
other costs of defending a Commission enforcement action are likely
to have material, adverse consequences for the Company and its
business. The imposition of administrative sanctions would subject
the Company to further adverse consequences.
In addition, the lack of audited financial statements would
prevent the securities of the Company from becoming eligible for
listing on the OTC Bulletin Board, NASDAQ, the automated
quotation system sponsored by the National Association of Securities
Dealers, Inc., or on any existing stock exchange. Moreover, the lack
of such financial statements is likely to discourage broker-dealers rom
becoming or continuing to serve as market makers in the securities of
the Company. Without audited financial statements, the Company
would almost certainly be unable to offer securities under a
registration statement pursuant to the Securities Act of 1933, and the
ability of the Company to raise capital would be significantly limited
until such financial statements were to become available.
K. Other Regulation. An acquisition made by the Company
may be of a business that is subject to regulation or licensing by
federal, state, or local authorities. Compliance with such regulations
and licensing can be expected to be a time-consuming, expensive
process and may limit other investment opportunities of the Company.
L. Dependence upon Management; Limited Participation of
Management. The Company will be heavily dependent upon the
skills, talents, and abilities of its officers and directors to implement
its business plan, and may, from time to time, find that the inability
of such persons to devote their full time attention to the business of
the Company results in a delay in progress toward implementing its
business plan. Furthermore, the Company will be entirely dependent
upon the experience of its officers and directors in seeking,
investigating, and acquiring a business and in making decisions
regarding the Company's operations. See "Management." Because
investors will not be able to evaluate the merits of possible business
acquisitions by the Company, they should critically assess the
information concerning the Company's officers and directors.
M. Lack of Continuity in Management. The Company does
not have an employment agreement with any of its officers or
directors, and as a result, there is no assurance that they will continue
to manage the Company in the future. In connection with acquisition
of a business opportunity, it is likely the current officers and directors
of the Company may resign. A decision to resign will be based upon
the identity of the business opportunity and the nature of the
transaction, and is likely to occur without the vote or consent of the
stockholders of the Company.
N. Dependence upon Outside Advisors. To supplement the
business experience of its officers and directors, the Company may be
required to employ accountants, technical experts,
appraisers,attorneys, or other consultants or advisors. The selection
of any such advisors will be made by the Company's officers without
any input from stockholders. Furthermore, it is anticipated that such
persons may be engaged on an "as needed" basis without a continuing
fiduciary or other obligation to the Company. In the event the
officers of the Company consider it necessary to hire outside advisors,
they may elect to hire persons who are affiliates, if those affiliates are
able to provide the required services.
O. Leveraged Transactions. There is a possibility that any
acquisition of a business opportunity by the Company may be
leveraged, i.e., the Company may finance the acquisition of the
business opportunity by borrowing against the assets of the business
opportunity to be acquired, or against the projected future revenues or
profits of the business opportunity. This could increase the
Company's exposure to larger losses. A business opportunity
acquired through a leveraged transaction is profitable only if it
generates enough revenues to cover the related debt and expenses.
Failure to make payments on the debt incurred to purchase the
business opportunity could result in the loss of a portion or all of
the assets acquired. There is no assurance that any business
opportunity acquired through a leveraged transaction will generate
sufficient revenues to cover the related debt and expenses.
P. Competition. The search for potentially profitable
business opportunities is intensely competitive. The Company expects
to be at a disadvantage when competing with many firms that have
substantially greater financial and management resources and
capabilities than the Company. These competitive conditions will
exist in any industry in which the Company may become interested.
Q. No Foreseeable Dividends. The Company has not paid
dividends on its Common Stock and does not anticipate paying such
dividends in the foreseeable future.
R. Loss of Control by Present Management and
Stockholders. The Company may consider an acquisition in which the
Company would issue as consideration for the business opportunity to
be acquired an amount of the Company's authorized but unissued
Common Stock that would, upon issuance, represent the great
majority of the voting power and equity of the Company. The result
of such an acquisition would be that the acquired company's
stockholders and management would control the Company, and the
Company's management could be replaced by persons unknown at this
time. Such a merger would result in a greatly reduced percentage of
ownership of the Company by its current shareholders. In addition, in
conjunction with such a transaction, the Company's current officers,
directors and principal shareholders could sell their controlling block
of stock at a premium price to the acquired company's stockholders.
S. No Public Market Exists. The Company's shares are
currently approved for trading on the "Pink Sheets" of the National
Quotation Bureau under the symbol BCEI. However, there is no
trading activity in such securities. As a result, there is no real public
market for the Company's common stock, and no assurance can be
given that a market will develop or that a shareholder ever will be
able to liquidate his investment without considerable delay, if at all.
If a market should develop, the price may be highly volatile. Factors
such as those discussed in this "Risk Factors" section may have a
significant impact upon the market price of the securities offered
hereby. Owing to the low price of the securities, many brokerage
firms may not be willing to effect transactions in the securities. Even
if a purchaser finds a broker willing to effect a transaction in these
securities, the combination of brokerage commissions, state transfer
taxes, if any, and any other selling costs may exceed the selling price.
Further, many lending institutions will not permit the use of such
securities as collateral for any loans.
T. Rule 144 Sales. A portion of the Company's outstanding
shares constitute "restricted securities" as that term is defined in Rule
144 under the Securities Act of 1933, as amended. As restricted
shares, these shares may be resold only pursuant to an effective
registration statement, pursuant to and in accordance with the
requirements of Rule 144 or pursuant to other applicable exemptions
from registration under the Act and under applicable state securities
laws. Rule 144 provides in essence that a person who has held
restricted securities for a prescribed period may, under certain
conditions, sell every three months, in brokerage transactions, a
number of shares that does not exceed the greater of 1.0% of a
company's outstanding common stock or the average weekly trading
volume during the four calendar weeks prior to the sale. There is no
limit on the amount of restricted securities that may be sold by a
nonaffiliate after the restricted securities have been held by the
owner for a period of at least two years. A sale under Rule 144 or
under any other exemption from the Act, if available, or pursuant to
subsequent registrations of shares of Common Stock of present
stockholders, may have a depressive effect upon the price of the
Common Stock in any market that may develop.
U. Blue Sky Considerations. Because the securities registered
hereunder have not been registered for resale under the blue sky laws
of any state, the holders of such shares and persons who desire to
purchase them in any trading market that might develop in the future,
should be aware that there may be significant state blue-sky law
restrictions upon the ability of investors to sell the securities and of
purchasers to purchase the securities. Some jurisdictions may not
allow the trading or resale of blind-pool or "blank-check" securities
under any circumstances. Accordingly, investors should consider the
secondary market for the Company's securities to be a limited one.
Item 2. Management's Discussion and Analysis or Plan of Operations.
Liquidity and Capital Resources
The Company remains in the development stage and, since
inception, has experienced no significant change in liquidity or capital
resources or stockholder's equity other than the receipt of proceeds in
the amount of $ 2,500 from its inside capitalization funds and $75,000
from its offering and sale of shares pursuant to an exemption from
registration provided by Rule 504 promulgated under Regulation D
under the Securities Act of 1933. Consequently, the Company's
balance sheet for the period ending March 31, 2000 reflects a current
asset value of $64,535 and a total asset value of $64,535 which is all
in the form of cash.
The Company will carry out its plan of business as discussed
above. The Company cannot predict to what extent its liquidity and
capital resources will be diminished prior to the consummation of a
business combination or whether its capital will be further depleted by
the operating losses (if any) of the business entity which the Company
may eventually acquire.
Results of Operations
During the period from September 15, 1998 (inception)
through March 31, 2000, the Company has engaged in no significant
operations other than organizational activities and acquisition of
capital. The Company pursued its initial plan of seeking to open
small boutique style fitness facilities for several months, but never
commenced commercial operations. In February 2000 there was a
change in control and since that date, the Company's activities have
related to preparation for registration of its securities under the
Securities Exchange Act of 1934, as amended. No revenues were
received by the Company during this period, other than interest
earned on cash deposits.
For the current fiscal year, the Company anticipates incurring
a loss as a result of organizational expenses, expenses associated with
registration under the Securities Exchange Act of 1934, and expenses
associated with locating and evaluating acquisition candidates. The
Company anticipates that until a business combination is completed
with an acquisition candidate, it will not generate revenues other than
limited interest income. The Company may also continue to operate
at a loss after completing a business combination, depending upon the
performance of the acquired business.
Plan of Operation
During its current fiscal year ending December 31, 2000, the
Company plans to complete its registration under the Securities
Exchange Act of 1934 and thereafter to initiate efforts to locate a
suitable business acquisition candidate. There is no assurance as to
when or whether the Company will locate a suitable business
acquisition candidate or complete a business acquisition transaction.
Need for Additional Capital
The Company's existing capital is expected to be sufficient to
enable it to meet its cash needs in conjunction with completing its
registration under the Securities Exchange Act of 1934, compliance
with its reporting obligations under such Act following completion of
its registration and payment of costs expected to be incurred in
conjunction with efforts to locate a suitable business acquisition
candidate for a period of at least twelve months following the date of
this registration statement on Form 10SB.
Item 3. Description of Property.
The Company currently maintains a mailing address at Unit
10, 18980 Fraserwood Court, Burnaby B.C., Canada, V5J5H7. The
Company pays no rent for the use of this mailing address. The
Company does not believe that it will need to maintain an office at
any time in the foreseeable future in order to carry out its plan of
operations described herein. The Company's telephone number is
604-808-1681.
Item 4. Security Ownership of Certain Beneficial Owners and
Management.
On May 19, 2000, the Company amended its articles of
incorporation to increase the number of authorized shares from
25,000,000 to 62,500,000. It also simultaneously completed a 2.5:1
forward split of its issued and outstanding common stock.
Accordingly, as of the date hereof, the Company has a total of
4,375,000 shares of common stock issued and outstanding. The
following table sets forth, as of the date of this Registration
Statement, the number of shares of Common Stock owned of record
and beneficially by executive officers, directors and persons who hold
5% or more of the outstanding Common Stock of the Company. Also
included are the shares held by all executive officers and directors as
a group.
<TABLE>
<CAPTION>
%
Number of of
Name and Shares Owned Class
Address Beneficially Owned
<S> <C> <C>
Richard Wang <F1>
7051 Ash Crescent #2
Vancouver, B.C. V6P3K6 0 0%
Peng Chen <F1>
1465 Parkway Boulevard, #221
Coquitlam, B.C. V3E3E6 0 0%
James Wosk 500,000 11.43%
455 Granville St.
Suite 206
Vancouver, B.C. Canada
V6C1T1
Howard Gelfand 500,000 11.43%
455 Granville St.
Suite 206
Vancouver, B.C. Canada
V6C1T1
All directors and executive
officers (2 persons) 0 0%
<FN>
<F1> The person listed is an officer, a director, or both, of the Company.
</FN>
</TABLE>
Item 5. Directors, Executive Officers, Promoters and Control
Persons.
The directors and executive officers currently serving the
Company are as follows:
<TABLE>
<CAPTION>
Positions Held
and
Name Age Tenure
<S> <C> <C>
Richard Wang 48 President and a Director
since April, 2000
Peng Chen 38 Secretary, Treasurer, and a
Director since April, 2000
</TABLE>
The directors named above will serve until the first annual
meeting of the Company's stockholders. Thereafter, directors will be
elected for one-year terms at the annual stockholders' meeting.
Officers will hold their positions at the pleasure of the board of
directors, absent any employment agreement, of which none currently
exists or is contemplated. There is no arrangement or understanding
between any of the directors or officers of the Company and any other
person pursuant to which any director or officer was or is to be
selected as a director or officer, and there is no arrangement, plan or
understanding as to whether non-management shareholders will
exercise their voting rights to continue to elect the current directors to
the Company's board. There are also no arrangements, agreements or
understandings between non-management shareholders and
management under which non-management shareholders may directly
or indirectly participate in or influence the management of the
Company's affairs.
The directors and officers will devote their time to the
Company's affairs on an "as needed" basis, which, depending on the
circumstances, could amount to as little as two hours per month, or
more than forty hours per month, but more than likely will fall within
the range of five to ten hours per month. There are no agreements or
understandings for any officer or director to resign at the request of
another person, and none of the officers or directors are acting on
behalf of, or will act at the direction of, any other person.
Biographical Information
Richard Wang
Richard Wang, a Canadian citizen residing in Vancouver,
B.C., Canada has been engaged in several businesses including
marketing health food products and general merchandise in Canada,
the USA, and Asia. He has been involved in all aspects of new
products research and development including a water-resistant and
child-resistant electronic lighters and filed a patent for this new
invention in the USA, Canada and Asia. For the last two years he
has devoted time to developing Internet business opportunities in
Canada and Asia.
Peng Chen
Mr. Peng Chen is a Chinese citizen and, since March 1998, a
Canadian landed immigrant. From 1985 to 1994 Mr. Chen was an
Information Technology specialist with China Telecom in Tianjin,
China. In 1994 he commenced his own business in Tianjin in the
freight forwarding industry. From 1995 to the present, he has been a
director of the Yucheng Group of Tianjin, which has interests in
Internet and media areas. Since his immigration to Canada, he has
established a Canadian component of Yucheng Group and
established a building materials export company specializing in
moving Canadian products to China.
Indemnification of Officers and Directors
As permitted by Nevada law, the Company's Articles of
Incorporation provide that the Company will indemnify its directors
and officers against expenses and liabilities they incur to defend,
settle, or satisfy any civil, criminal, administrative or investigative
proceeding brought against them on account of their being or having
been Company directors or officers to the fullest extent permitted by
Nevada law unless, in any such action, they are adjudged not to
have met the standard of conduct required by Nevada law to make it
permissible for the Company to provide indemnification. Insofar as
indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been
informed that, in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in that Act and is, therefore, unenforceable.
Exclusion of Liability
Pursuant to the Nevada General Corporation Law, the
Company's Articles of Incorporation exclude personal liability for its
directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of
the duty of loyalty, acts or omissions not in good faith or which
involve intentional misconduct or any transaction from which a
director receives an improper personal benefit. This exclusion of
liability does not limit any right which a director may have to be
indemnified and does not affect any director's liability under federal
or applicable state securities laws.
Conflicts of Interest
None of the officers of the Company will devote more than a
portion of his time to the affairs of the Company. There will be
occasions when the time requirements of the Company's business
conflict with the demands of the officers' other business and
investment activities. Such conflicts may require that the Company
attempt to employ additional personnel. There is no assurance that
the services of such persons will be available or that they can be
obtained upon terms favorable to the Company.
The officers, directors and principal shareholders of the
Company may actively negotiate for the purchase of a portion of their
common stock as a condition to, or in connection with, a proposed
merger or acquisition transaction. It is anticipated that a substantial
premium may be paid by the purchaser in conjunction with any sale of
shares by the Company's officers, directors and principal shareholders
made as a condition to, or in connection with, a proposed merger or
acquisition transaction. The fact that a substantial premium may be
paid to members of Company management to acquire their shares
creates a conflict of interest for them and may compromise their state
law fiduciary duties to the Company's other shareholders. In making
any such sale, members of Company management may consider their
own personal pecuniary benefit rather than the best interests of the
Company and the Company's other shareholders, and the other
shareholders are not expected to be afforded the opportunity to
approve or consent to any particular buy-out transaction involving
shares held by members of Company management.
Item 6. Executive Compensation.
No officer or director has received any remuneration or
compensation from the Company. Until the Company acquires
additional capital, it is not anticipated that any officer or director will
receive additional compensation from the Company other than
reimbursement for out-of-pocket expenses incurred on behalf of the
Company. See "Certain Relationships and Related Transactions."
The Company has no stock option, retirement, pension, or
profit-sharing programs for the benefit of directors, officers or other
employees, but the Board of Directors may recommend adoption of
one or more such programs in the future.
Item 7. Certain Relationships and Related Transactions.
In March 2000, the current directors were approached by the
prior directors and asked to take over operation of the Board of
Directors and the Company. The original business plan had not been
successful and the prior directors felt that the new directors had broad
business expertise and contacts, and thus a better chance of organizing
a viable business opportunity for the Company. Neither Mr. Wang
nor Mr. Chen acquired any common stock in the Company, but
have been given options to acquire common shares of the Company at
a price of $.25 each during the period up to and including December
31, 2001.
No officer, director, promoter, or affiliate of the Company has
or proposes to have any direct or indirect material interest in any asset
proposed to be acquired by the Company through security holdings,
contracts, options, or otherwise.
The Company has adopted a policy under which any consulting
or finder's fee that may be paid to a third party for consulting services
to assist management in evaluating a prospective business opportunity
would be paid in stock rather than in cash. Any such issuance of
stock would be made on an ad hoc basis. Accordingly, the Company
is unable to predict whether, or in what amount, such a stock issuance
might be made.
It is not currently anticipated that any salary, consulting fee, or
finder's fee shall be paid to any of the Company's directors or
executive officers, or to any other affiliate of the Company except as
described under "Executive Compensation" above.
Although management has no current plans to cause the
Company to do so, it is possible that the Company may enter into an
agreement with an acquisition candidate requiring the sale of all or a
portion of the Common Stock held by the Company's current
stockholders to the acquisition candidate or principals thereof, or to
other individuals or business entities, or requiring some other form of
payment to the Company's current stockholders, or requiring the
future employment of specified officers and payment of salaries to
them. It is more likely than not that any sale of securities by the
Company's current stockholders to an acquisition candidate would be
at a price substantially higher than that originally paid by such
stockholders. Any payment to current stockholders in the context of
an acquisition involving the Company would be determined entirely
by the largely unforeseeable terms of a future agreement with an
unidentified business entity.
Item 8. Description of Securities.
Common Stock
The Company amended its Articles of Incorporation on May
19, 2000, to increase the number of authorized shares from
25,000,000 to 62,500,000. Each record holder of Common Stock is
entitled to one vote for each share held on all matters properly
submitted to the stockholders for their vote. In the election of
Directors, a plurality of the votes cast shall elect. In all other
matters, the action shall be approved if the number of votes cast in
favor of the action exceed the number of votes cast in opposition to
the action.
Holders of outstanding shares of Common Stock have no
preemptive, conversion or redemptive rights. All of the issued and
outstanding shares of Common Stock are, and all unissued shares
when offered and sold will be, duly authorized, validly issued, fully
paid, and nonassessable. To the extent that additional shares of the
Company's Common Stock are issued, the relative interests of then
existing stockholders may be diluted.
Transfer Agent
The Company's Transfer Agent is Signature Stock Transfer,
14675 Midway Road, #221, Dallas, Texas 75244. The telephone
number of the Transfer Agent is 972-788-4193.
Reports to Stockholders
The Company plans to furnish its stockholders with an annual
report for each fiscal year ending December 31 containing financial
statements audited by its independent certified public accountants. In
the event the Company enters into a business combination with
another company, it is the present intention of management to
continue furnishing annual reports to stockholders. Additionally, the
Company may, in its sole discretion, issue unaudited quarterly or
other interim reports to its stockholders when it deems appropriate.
The Company intends to comply with the periodic reporting
requirements of the Securities Exchange Act of 1934.
PART II
Item 1. Market Price and Dividends on the Registrant's Common
Equity and Other Shareholder Matters
The Company's common stock is currently approved for
trading on the "Pink Sheets" of the National Quotation's Bureau under
the symbol BCEI. However, there is currently no trading activity in
such securities. It is expected that the Company will change its trading
symbol as a result of its recent name change. As of the date of this
registration statement, there are approximately 39 holders of record of
the Company's common stock. No dividends have been paid to date
and the Company's Board of Directors does not anticipate paying
dividends in the foreseeable future.
Item 2. Legal Proceedings
The Company is not a party to any pending legal proceedings,
and no such proceedings are known to be contemplated.
No director, officer or affiliate of the Company, and no owner
of record or beneficial owner of more than 5.0% of the securities of
the Company, or any associate of any such director, officer or
security holder is a party adverse to the Company or has a material
interest adverse to the Company in reference to pending litigation.
Item 3. Changes in and Disagreements with Accountants.
Not applicable.
Item 4. Recent Sales of Unregistered Securities.
Since September 15, 1998 (the date of inception) the Company
has sold its Common Stock to the persons listed in the table below in
transactions summarized as follows:
<TABLE>
<CAPTION>
Date Aggregate Purchase
of Purchase Price
Name Sale Shares Price Per Share
<S> <C> <C> <C> <C>
Rick Valouche Dec. 15/98 20,000 $2,000 $0.10
James Wosk Sept. 15/98 500,000 $1,250 $0.0025
Howard Gelfand Sept. 15/98 500,000 $1,250 $0.0025
Terrance
Devouin Dec. 17/98 10,000 $1,000 $0.10
Lana Eide Dec. 18/98 10,000 $1,000 $0.10
Danny Filippone Dec. 18/98 10,000 $1,000 $0.10
Fred Fisher Dec. 17/98 40,000 $4,000 $0.10
Alan Gelfand Dec. 7/98 20,000 $2,000 $0.10
Lenore Gelfand Dec. 11/98 10,000 $1,000 $0.10
Robert Gelfand Nov. 30/98 80,000 $8,000 $0.10
Frank Gilbert Dec. 14/98 20,000 $2,000 $0.10
Richard Hill Dec. 21/98 10,000 $1,000 $0.10
Patama
Indhasolasa Dec. 10/98 20,000 $2,000 $0.10
Dave Jeffory Dec. 18/98 20,000 $2,000 $0.10
Monica Johnston Dec. 18/98 10,000 $1,000 $0.10
David Knapfel Dec. 10/98 30,000 $3,000 $0.10
Mervyn Mchean Dec. 21/98 10,000 $1,000 $0.10
R.G. Moase Dec. 11/98 20,000 $2,000 $0.10
Manoj Batra Dec. 17/98 30,000 $3,000 $0.10
D. Benson Dec. 18/98 10,000 $1,000 $0.10
Alazar Berhane Dec. 18/98 10,000 $1,000 $0.10
Jeremy Bobroff Dec. 19/98 10,000 $1,000 $0.10
Anchama
Chayawattana Dec. 17/98 50,000 $5,000 $0.10
Kenneth Clarke Dec. 18/98 10,000 $1,000 $0.10
Frank Demitro Dec. 7/98 20,000 $2,000 $0.10
Frank Osborne Dec. 18/98 10,000 $1,000 $0.10
Jeffery Plottel Dec. 12/98 20,000 $2,000 $0.10
John Poole Dec. 17/98 10,000 $1,000 $0.10
W. Randall Dec. 17/98 20,000 $2,000 $0.10
Kim Rufh Dec. 16/98 20,000 $2,000 $0.10
Donald Sipes Dec. 17/98 10,000 $1,000 $0.10
Tidewater
Enterprises Dec. 30/98 30,000 $3,000 $0.10
Ben Weiss Dec. 17/98 10,000 $1,000 $0.10
Scott Williams Dec. 17/98 10,000 $1,000 $0.10
Barry Wosk Dec. 16/98 20,000 $2,000 $0.10
John Xinos Dec. 30/98 50,000 $5,000 $0.10
Philip Xinos Dec. 30/98 30,000 $3,000 $0.10
Valery Xinos Dec. 23/98 10,000 $1,000 $0.10
Ken Yada Dec. 17/98 20,000 $2,000 $0.10
</TABLE>
Each of the sales listed above was made for cash in reliance
upon an exemption from registration offered by Section 4(2) of the
Securities Act of 1933 or an exemption from registration offered by
Rule 504 of Regulation D promulgated under the Securities Act of
1933. Based upon the Subscription Agreement executed by each of
the purchasers, and based upon the pre-existing relationship between
the cash subscribers and the Company's officers and directors, the
Company had reasonable grounds to believe immediately prior to
making an offer to the private investors, and did in fact believe, when
such subscriptions were accepted, that such purchasers (1) were
purchasing for investment and not with a view to distribution, and (2)
had such knowledge and experience in financial and business matters
that they were capable of evaluating the merits and risks of their
investment and were able to bear those risks. The purchasers had
access to pertinent information enabling them to ask informed
questions. The shares were issued without the benefit of registration.
Except for the certificates representing the 750,000 shares issued
pursuant to Rule 504, an appropriate Rule 144 restrictive legend is
imprinted upon each of the certificates representing such shares, and
stop-transfer instructions have been entered in the Company's transfer
records. All such sales were effected without the aid of underwriters,
and no sales commissions were paid.
Item 5. Indemnification of Directors and Officers
The Articles of Incorporation and the Bylaws of the Company
provide for indemnification of officers, directors or controlling
persons to the fullest extent permitted by Nevada law.
FINANCIAL STATEMENTS AND EXHIBITS
(a) Audited financial statements for Digital Village World
Technologies, Inc., as and for the years ending December 31, 1999
and 1998 and unaudited financial statements for the three months
ending March 31, 2000 and 1999, are attached. See following pages.
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INDEX to Financial Statements as at 31 December 1999 and 1998
Auditors' Report 35
Statement of Financial Position 37
Statement of Loss and Deficit 38
Statement of Cash Flows 40
Statement of Changes in Stockholders' Equity 41
Notes to the Financial Statements 42
AUDITORS' REPORT
To the stockholders of Body Concepts, Inc.
We have audited the statement of financial position of Body Concepts,
Inc. as at 31 December 1998 and 1999 and the statements of loss and
deficit, of cash flows and of changes in stockholders' equity from the
date of incorporation, 15 September 1998 to 31 December 1998 and
for the year ended 31 December 1999. In addition, we have audited
the statement of loss and deficit and of cash flow from the date of
incorporation, 15 September 1998 to 31 December 1999. 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 audit.
We conducted our audit in accordance with generally accepted
auditing standards in Canada which are in substantial agreement with
those in the United States of America. Those standards require that
we plan and perform an audit to obtain reasonable assurances 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.
In our opinion, these financial statements present fairly, in all material
respects, the financial position of Body Concepts, Inc. as at 31
December 1998 and 1999 and the results of its operations, cash flows
and changes in stockholders' equity from the date of incorporation, 15
September 1998 to December 31, 1998, and for the year ended 31
December 1999 in accordance with generally accepted accounting
principles in the United States of America.
These financial statements have been prepared assuming that the
Company will continue as a going concern. As stated in Note 2 to
the financial statements, the Company will require an infusion of
capital to sustain itself. This requirement for additional capital raises
substantial doubt about the Company's ability to continue as a going
concern. The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Richmond, British Columbia, Canada
10 FEBRUARY 2000
/s/_____________
PARKER & CO.
Chartered Accountants
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
STATEMENT OF FINANCIAL POSITION
Audited - See Auditors' Report
<TABLE>
<CAPTION>
AS AT 31 DECEMBER 1999 1998
<S> <C> <C>
CURRENT ASSETS
Cash $64,779 $76,763
Total Current Assets 64,779 76,763
TOTAL ASSETS $64,779 $76,763
AS AT 31 DECEMBER 1999 1998
CURRENT LIABILITIES
Accounts payable $550 $ 0
$550 $ 0
STOCKHOLDERS' EQUITY
Share capital, Note 3 1,750 1,750
Additional paid-in capital 75,750 75,750
Total share capital 77,500 77,500
Deficit (13,271) (737)
Total stockholders' equity 64,229 76,763
TOTAL STOCKHOLDERS' EQUITY
AND LIABILITIES $64,779 $76,763
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
STATEMENT OF LOSS AND DEFICIT
Audited - See Auditors' Report
<TABLE>
<CAPTION>
From the Date of From the Date of
Incorporation Incorporation
For the 15 September 15 September
Year Ended 1998 to 1998 to
31 December 31 December 31 December
1999 1998 1999
<S> <C> <C> <C>
REVENUE
Sales $ 0 $ 0 $ 0
Interest Earned 1,142 0 1,142
Total revenue 1,142 0 1,142
EXPENSES
Advertising 712 0 712
Accounting 1,245 321 1,566
Legal 2,500 0 2,500
Consulting 5,305 0 5,305
Registration fees 370 350 720
Transfer agent fees 1,136 0 1,136
Bank charges 169 66 235
Rent 1,921 0 1,921
Office expenses 300 0 300
Courier 18 0 18
Total expenses 13,676 737 14,413
LOSS BEFORE
INCOME TAXES (12,534) (737) (13,271)
INCOME TAXES, NOTE 4 0 0 0
NET LOSS (12,534) (737) (13,271)
DEFICIT, BEGINNING (737) 0 0
DEFICIT, ENDING ($13,271) ($737) ($13,271)
LOSS PER SHARE,
NOTE 5 ($0.007162286) ($0.000421143) ($0.007583429)
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
STATEMENT OF CASH FLOWS
Audited - See Auditors' Report
<TABLE>
<CAPTION>
From the Date of From the Date of
Incorporation Incorporation
For the 15 September 15 September
Year Ended 1998 to 1998 to
31 December 31 December 31 December
1999 1998 1999
<S> <C> <C> <C>
CASH PROVIDED (USED) FROM OPERATIONS
From operations
Net loss ($12,534) ($737) (13,271)
Changes in working capital other than cash
Accounts payable 550 0 550
Total cash provided (used) from
operations (11,984) (737) (12,721)
CASH PROVIDED (USED) BY INVESTMENT
ACTIVITY 0 0 0
CASH PROVIDED (USED) BY FINANCING
ACTIVITY
Proceeds from issuance of
common stock 0 77,500 77,500
Total cash provided by
financing 0 77,500 77,500
CASH CHANGE (11,984) (737) 64,779
CASH BEGINNING 76,763 0 0
CASH ENDING $64,779 $76,763 $64,779
COMPRISED OF: Cash $64,779 $76,763 $64,779
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM INCORPORATION, 15 SEPTEMBER 1998, TO 31 DECEMBER
1999
Audited - See Auditors' Report
<TABLE>
<CAPTION> ADDITIONAL
COMMON COMMON PAID RETAINED
STOCK STOCK IN EARNINGS
CONSIDERATION ISSUED AMOUNT CAPITAL (DEFICIT)
<S> <C> <C> <C> <C>
Private placement
for cash on 25
September 1998.
Restricted, Note 3 1,000,000 $1,000 $1,500
Private placement
for cash on 31
December 1998 750,000 750 74,250
Net loss from date
of incorporation,
15 September 1998,
to 31 December 1998 $32,031
Balance as at December
31, 1998 1,750,000 1,750 75,750 (737)
Net loss for the year
ended 31 December 1999 (12,534)
Balance as at 31 December
1999 1,750,000 $1,750 $75,750 ($13,271)
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
NOTES TO THE FINANCIAL STATEMENTS
AS AT 31 DECEMBER 1999 AND 1998
Audited - See Audit Report
NOTE 1 THE CORPORATION AND ITS BUSINESS
Body Concepts, Inc., was incorporated in the State of Nevada, United
States of America on 15 September 1998 under the Nevada Revised
Statutes, Chapter 78, Private Corporations.
The Company has offices in Vancouver, British Columbia, Canada.
The Company is presently being organized to engage in any lawful
activity. No going concern business activity had started as of the date
of these financial statements.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES
These financial statements have been prepared in United States of
America dollars which have been rounded to the nearest whole dollar
except for the net loss per share which has been rounded to the
nearest cent, using United States of America Generally Accepted
Accounting Principles. The accounting principles are applicable to a
going concern which contemplates the realization and liquidation of
liabilities in the normal course of business. Current business activities
have not yet begun, resulting in insufficient revenue being generated
to sustain the Company as a going concern without the infusion of
additional capital.
Revenue is recorded as a sale at the time goods are shipped or the
services are provided. Costs are recorded at the time an obligation to
pay occurs and are expensed at the time the benefit to the Company is
matched to revenue, or, if there is no matching revenue, to the period
in which the benefit is realized.
NOTE 3 SHARE CAPITAL
The authorized capital stock is 25,000,000 shares of common stock
with a par value of $0.001.
1,750,000 shares of common stock have been issued as follows:
<TABLE>
<CAPTION>
Price
Per
Consideration Issued Share Amount
<S> <C> <C> <C> <C>
25 September 1998 Cash 1,000,000 $0.0025 $ 2,500
31 December 1998 Cash 750,000 0.1000 75,000
Total common shares
to be issued 1,750,000 $ 77,500
</TABLE>
On 25 September 1998 the Company issued 1,000,000 common shares
with a par value of $0.001 per share for $0.0025 per share. These
shares are "control Securities" which cannot be sold except pursuant
to certain limitations and restrictions.
On 31 December 1998 the Company issued 750,000 common shares
with a par value of $0.001 per share for $0.10 per share.
NOTE 4 INCOME TAXES
Income taxes on losses have not been reflected in these financial
statements as it is not virtually certain that these losses will be
recovered before the expiry period of the loss carry forward.
NOTE 5 LOSS PER SHARE
Basic loss per share is computed by dividing losses available to
common stockholders by the weighted-average number of common
shares during the period. Diluted loss per share would have resulted
if certain types of common stock equivalents had been converted to
common stock. Stock options would be an example of such common
stock equivalents. No such common stock equivalents existed during
the period presented. Accordingly, basic and diluted loss per share
are the same for all periods presented.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. The officers
and directors of the Company are involved in other business activities,
and may, in the future, become active in additional other business
activities. If a specific business opportunity becomes available, such
person may face a conflict in selecting between the Company and
their own business interest. The Company has not yet formulated a
policy for the resolution of such conflicts.
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
FINANCIAL STATEMENTS
For the three months ended March 31 2000 and 1999
The unaudited financial statements of the Company for the three
months ended March 31, 2000 follow. The financial statements
reflect all adjustments which are, in the opinion of management,
necessary to a fair statement of the results for the interim period
presented.
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INDEX to Financial Statements as at March 31, 2000 and 1999
Independent Review Engagement Report 47
Interim Statement of Financial Position 48
Interim Statement of Loss and Deficit 49
Interim Statement of Cash Flows 50
Interim Statement of Stockholders' Equity 51
Notes to the Financial Statements 52
<PAGE>
INDEPENDENT REVIEW ENGAGEMENT REPORT
We have reviewed the interim statement of financial position of Body
Concepts, Inc. as at 31 March 2000 and 1999 and the interim
statements of loss and deficit, cash flows and changes in stockholders'
equity for the three months ended 31 March 2000 and 1999 from
inception, 15 September 1998, to 31 March 2000. Our review was
made in accordance with generally accepted standards for review
engagements in Canada, which are in substantial agreement with those
of the American Institute of Certified Public Accountants in the
United States of America, and accordingly consists primarily of
inquiry, analytical procedures and discussion related to information
supplied to us by the Company.
A review does not constitute an audit and consequently, we do not
express an audit opinion on these interim financial statements.
Based on our review, nothing has come to our attention that causes us
to believe that these interim financial statements are not, in all
material respect, in accordance with generally accepted accounting
principles in the United States.
These interim financial statements have been prepared assuming the
Company will continue as a going concern. As stated in Note 2 to
the interim financial statements, the Company will require an infusion
of capital to sustain itself. This requirement for additional capital
raises substantial doubt about the Company's ability to continue as a
going concern. The interim financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Richmond, British Columbia, Canada
19 June 2000
PARKER & CO.
CHARTERED ACCOUNTANTS
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INTERIM STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
AS AT 31 MARCH
2000 1999
<S> <C> <C>
CURRENT ASSETS
Cash $64,535 $67,849
Total Current Assets 64,535 67,849
TOTAL ASSETS $64,535 $67,849
AS AT 31 MARCH
CURRENT LIABILITIES
Accounts payable $ 894 $ 0
894 -
STOCKHOLDERS' EQUITY
Share capital, Note 3 1,750 1,750
Additional paid-in capital 75,750 75,750
Total share capital 77,500 77,500
Deficit (13,859) (9,651)
Total stockholders' equity 63,641 67,849
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 64,535 $ 67,849
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INTERIM STATEMENT OF LOSS AND DEFICIT
<TABLE>
<CAPTION>
From the Date of
Inception 15
For the For the September
Period Ended Period Ended 1998 to
31 March 31 March 31 March
2000 1999 2000
<S> <C> <C> <C>
REVENUE
Interest Earned $ 755 $ 0 $ 1,897
EXPENSES
Advertising and promotion - - 712
Accounting 550 321 2,116
Legal - 2,500 2,500
Consulting - 5,000 5,305
Registration fees - 100 720
Transfer agent fees 260 621 1,396
Bank charges 33 72 268
Rent 500 300 2,421
Office expense - - 300
Courier - - 18
Total expenses 1,343 8,914 15,756
LOSS BEFORE INCOME TAXES (588) (8,914) (13,859)
INCOME TAXES, NOTE 4 - - -
NET LOSS (588) (8,914) (13,859)
DEFICIT, BEGINNING (13,271) (737) 0
DEFICIT, ENDING (13,859) (9,651) (13,859)
LOSS PER SHARE, NOTE 5 $(0.00) $(0.01) $(0.01)
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INTERIM STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
From the Date of
Inception 15
For the For the September
Period Ended Period Ended 1998 to
31 March 31 March 31 March
2000 1999 2000
<S> <C> <C> <C>
CASH PROVIDED (USED)
FROM OPERATIONS
Net loss $ (588) $ (8,914) $(13,859)
Changes in working
capital other than cash
Accounts payable 894 0 894
Total changes in working
capital 894 0 894
Total cash provided
(used) from operations 306 (8,914) (12,965)
CASH PROVIDED (USED)
BY INVESTMENT ACTIVITIES 0 0 0
CASH PROVIDED BY FINANCING
ACTIVITY
Issue of common shares - - 77,500
Total cash provided by
financing - - 77,500
CASH CHANGE 306 (8,914) 64,535
CASH BEGINNING 64,229 76,763 0
CASH ENDING 64,535 67,849 64,535
CASH COMPRISED OF: Cash $ 64,535 $ 67,853 $ 64,535
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION> ADDITIONAL
PAID
Considera- ISSUED SHARE IN
DATE tion STOCK CAPITAL CAPITAL DEFICIT
<S> <C> <C> <C> <C> <C>
25 September
1998 Cash 1,000,000 1,000 1,500
31 December
1998 Cash 750,000 750 74,250
Loss from inception,
15 September 1998, to
31 December 1998 (737)
Balance, 31 December
1998 1,750,000 1,750 75,750 (737)
Loss for the year ended
31 December 1999 (12,354)
Balance, 31 December
1999 1,750,000 1,750 75,750 (13,271)
Loss for the three months
ended 31 March 2000 (588)
Balance, 31 March
2000 $1,750,000 $ 1,750 $ 75,750 ($13,859)
</TABLE>
DIGITAL VILLAGE WORLD TECHNOLOGIES, INC.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED 31 MARCH 2000 AND 1999
NOTE 1 THE CORPORATION AND ITS BUSINESS
The Company was incorporated on 15 September 198 in the State of
Nevada, United States.
The Company has offices in Burnaby, British Columbia, Canada.
The Company is presently being organized to engage in any lawful
activity. No going concern business activity had started at the date of
these interim financial statements.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING
PRINCIPLES
These financial statements have been prepared using Generally
Accepted Accounting Principles in the United States and are stated in
United States dollars which have been rounded to the nearest whole
dollar except for the earnings per share which have been rounded to
the nearest cent. The accounting principles are applicable to a going
concern which contemplates the realization and liquidation of
liabilities in the normal course of business. Current business activities
have not yet begun, resulting in insufficient revenue being generated
to sustain the Company as a going concern without the infusion of
additional capital.
Revenue is recorded as a sale at the time the services contracted for
have been completed. Costs are recorded at the time an obligation to
pay occurs and are expensed at the time the benefit to the Company is
matched to revenue, or, if there is no matching revenue, to the period
in which the benefit is realized.
NOTE 3 SHARE CAPITAL
The authorized capital stock is 25,000,000 shares of common stock
with a par value of $0.001.
1,750,000 shares of common stock have been issued as follows:
On 25 September 1998, the Company issued 1,000,000 common
shares with a par value of $0.001 per share for $0.0025 per share.
These shares are "control shares" which cannot be sold except
pursuant to certain limitations and restrictions.
On 31 December 1998, the Company issued 750,000 common shares
with a par value of $0.001 per share for $0.10 per share.
NOTE 4 INCOME TAXES
Income taxes on losses have not been reflected in these financial
statements as it is not virtually certain that these losses will be
recovered before the expiry period of the loss carry forward.
NOTE 5 LOSS PER SHARE
Basic loss per share is computed by dividing losses available to
common stockholders by the weighted average number of common
shares during the period. Diluted loss per share would have resulted
if certain types of common stock equivalents had been converted to
common stock. Stock options would be an example of such common
stock equivalents. No such common stock equivalents existed during
the period presented. Accordingly, basic and diluted loss per share
are the same for all periods presented.
NOTE 6 RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real property. The officers
and directors of the Company are involved in other business activities
and may, in the future, become active in additional other business
activities. If a specific business opportunity becomes available, such
person may face a conflict in selecting between the Company and
their own business interest. The Company has not yet formulated a
policy for the resolution of such conflicts.
PART III
Item 1. INDEX TO EXHIBITS
The Exhibits listed below are filed as part of this Amended
Registration
Statement.
<TABLE>
<CAPTION>
Exhibit No. Document
<S> <C>
3.1 Articles of Incorporation
3.1a Amendment to Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
27 Financial Data Schedule
</TABLE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the registrant caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
Digital Village World Technologies, Inc.
By: /s/ _________________________
Richard Wang, President and Director
Date: ____________, 2000
By: /s/ _________________________________
Peng Chen, Secretary, Treasurer and Director
Date: _____________, 2000
U. S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
Digital Village World Technologies, Inc.
(Name of Small Business Issuer in its charter)
Nevada 88-0404114
State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Unit 10, 18980 Fraserwood Court,
Burnaby, B.C. , Canada V5J5H7
(Address of Principal Office) Zip Code
Issuer's telephone number: (604) 438-3598
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Document
<S> <C>
3.1 Articles of Incorporation
3.1a Amendment to Articles of Incorporation
3.2 Bylaws
4.1 Specimen Stock Certificate
27 Financial Data Schedule
</TABLE>
EXHIBIT 3.1 - ARTICLES OF INCORPORATION OF BODY
CONCEPTS, INC.
ARTICLES OF INCORPORATION
OF
BODY CONCEPTS, INC.
The undersigned, to form a Nevada corporation, CERTIFIES
THAT:
I. NAME: The name of the corporation is: BODY
CONCEPTS. INC.
II. REGISTERED OFFICE: RESIDENT AGENT: The
location of the registered office of this corporation within the State of
Nevada is 711 S. Carson St. Suite 4, Carson City, Nevada 89701;
this corporation may maintain an office or offices in such other place
within or without the State of Nevada as may be from time to time
designated by the Board of Directors or by the By-Laws of the
corporation; and this corporation may conduct all corporation business
of every kind or nature, including the holding of any meetings of
directors or shareholders, inside or outside the State of Nevada, as
well as without the State of Nevada.
The Resident Agent for the corporation shall be Resident Agents
of Nevada, Inc., 711 S. Carson St. Suite 4, Carson City, Nevada
897-1.
III. PURPOSE: The purpose for which this corporation is
formed is: To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the
total authorized capital stock of the corporation shall be
TWENTY-FIVE THOUSAND Dollars ($25,000.00), consisting of
TWENTY-FIVE MILLION (25,000,000) shares of Common Stock,
par value $001 per share.
V. INCORPORATOR: The name and post office address
of the Incorporator signing these Articles of Incorporation is as
follows:
NAME POST OFFICE ADDRESS
Resident Agents of Nevada, Inc. 711. S. Carson St., Suite 4
Carson City, Nevada 89701
VI. DIRECTORS: The governing board of this
corporation shall be known as directors, and the first Board shall
consist of two (2) directors.
The number of directors may, pursuant to the By-Laws, be
increased or decreased by the Board of Directors, provided there shall
be no less than one (1) nor more than nine (9) Directors.
The name and post office addresses of the directors
constituting the first Board of Directors is as follows:
NAME POST OFFICE ADDRESS
James Darren Work 6030 Laurel St.
Vancouver, BC
Canada V5Z 3W3
Howard Steven Gelfand 7144 Neal St.
Vancouver, BC
Canada V6P 3N7
VII. STOCK NON-ASSESSABLE: The capital stock,
or the holders thereof, after the amount of the subscription price has
been paid in, shall not be subject to any assessment whatsoever to pay
the debts of the corporation.
VIII. TERM OF EXISTENCE This corporation shall
have perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall
be permitted in the election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be
entitled to preemptive rights.
XI. LIMITED LIABILITY: No officer or director of
the Corporation shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as an
officer or director, except for liability (i) for any breach of the officer
or directors duty of loyalty to the Corporation or its Stockholders, (ii)
for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, or (iii) for any transaction
from which the officer or director derived any improper personal
benefit. If the Nevada General Corporation Law is amended after the
date of incorporation to authorize corporate action further eliminating
or limiting the personal liability of officers or directors, then
the liability of an officer or director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the Nevada
General Corporation Law, or amendments thereto. No repeal or
modification of this paragraph shall adversely affect any right or
protection of an officer or director of the Corporation existing at the
time of such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is
made a party or is threatened to be made a party to or is involved in
any action, suit or proceeding, whether civil, criminal, administrative
or investigative (hereinafter a proceeding), by reason of the fact that
he or she, or a person for whom he or she is the legal representative,
is or was an officer or director of the Corporation or is or was
serving at the request of the Corporation as an officer or director
of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans
whether the basis of such proceeding is alleged action in an official
capacity as an officer or director shall be indemnified and held
harmless by the Corporation to the fullest extent authorized by the
Nevada General Corporation Law, as the same exists or may hereafter
be amended, (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation
to provide prior to such amendment), against all expense, liability and
loss (including attorneys fees, judgments, fines, excise taxes, or
penalties and amounts to be paid in settlement) reasonably incurred or
suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be
an officer or director and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except as
provided herein with respect to proceedings seeking to enforce rights
to indemnification, the Corporation shall indemnify any such person
seeking indemnification in connection with a proceeding (or part
thereof) initiated by such person only if such proceeding (or part
thereof) was authorized by the Board of Directors of the Corporation.
The right to indemnification conferred in this Section shall be a
contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of
its final disposition; provided however, that, if the Nevada General
Corporation Law requires the payment of such expenses incurred by
an officer or director in his or her capacity as an officer or director
(and not in any other capacity in which service was or is rendered by
such person while an officer or director, including, without limitation,
service to an employee benefit plan) in advance of the final disposition
of a proceeding, payment shall be made only upon delivery to the
Corporation of an undertaking, by or on behalf of such officer or
director, to repay all amounts so advanced if it shall ultimately be
determined that such officer or director is not entitled to be
indemnified under the Section or otherwise.
If a claim hereunder is not paid in full by the Corporation
within ninety days after a written claim has been received by the
Corporation, the claimant may, at any time thereafter, bring suit
against the Corporation to recover the unpaid amount of the claim
and, if successful, in whole or in part, the claimant shall be entitled to
be paid the expense of prosecuting such claim. It shall be a defense
to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any proceeding in advance of its final
disposition where the required undertaking, if any, is required, has
been tendered to the corporation) that the claimant has not met the
standards of conduct which make it permissible under the Nevada
General Corporation Law for the Corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors, independent legal
counsel, or its stockholders) to have made a determination prior
to the commencement of such action that indemnification of the
claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Nevada General
Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such applicable standard of
conduct, shall be a defense to the action or create a presumption that
the claimant has not met the applicable standard of conduct.
The right to indemnification and the payment of expenses
incurred in defending a proceeding in advance of its final disposition
conferred in this Section shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute,
provision of the Certificate of Incorporation, By-Law, agreement,
vote of stockholders or disinterested directors or otherwise.
The Corporation may maintain insurance, at its expense, to
protect itself and any officer, director, employee or agent of the
Corporation or another corporation, partnership, joint venture,
trust or other enterprise against any expense, liability or loss, whether
or not the Corporation would have the power to indemnify such
person against such expense, liability or loss under the Nevada
General Corporation Law.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification to any
employee or agent of the Corporation to the fullest extent of the
provisions of this Section with respect to the indemnification and
advancement of expenses of officers and directors of the Corporation
or individuals serving at the request of the Corporation as an officer,
director, employee or agent of another corporation or of a
partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the Incorporator hereinafter
named for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Nevada, does make and file
these Articles of Incorporation, hereby declaring and certifying the
facts herein stated are true, and, accordingly, has hereunto set his
hand this 14th day of September, 1998.
___________________________________
Patricia A. Bozin, Sole Incorporator
For Resident Agents of Nevada, Inc.
STATE OF NEVADA )
) SS.
COUNTY OF CARSON )
On this 14th day of September, 1998, before me, a Notary
Public, personally appeared Patricia A. Bozin who acknowledged to
me that she executed the above instrument.
___________________________________
Notary Public
<PAGE>
CERTIFICATE OF ACCEPTANCE
OF APPOINTMENT BY RESIDENT AGENT
In the matter of Body Concepts, Inc., I, Alan Teegardin on
behalf of Resident Agents of Nevada, Inc., with address at 711 S.
Carson St. Suite 4, Carson City, Nevada 89701, hereby accept the
appointment as Resident Agent of the above-entitled corporation in
accordance with NRS 78.090.
Furthermore, that the mailing address for the above registered
office is 711 S. Carson St. Suite 4, Carson City, Nevada 89701.
IN WITNESS WHEREOF, I hereunto set my hand this 14th
day of September, 1998.
By: ___________________________________
Alan Teegardin for
Resident Agents of Nevada, Inc.
EXHIBIT 3.1a - AMENDMENT TO ARTICLES OF
INCORPORATION FOR BODY CONCEPTS, INC.
Certificate of Amendment to Articles of Incorporation for Body
Concepts, Inc.
1. Name of Corporation: Body Concepts, Inc.
2. The Articles have been amended as follows:
Pursuant to the provisions of NRS. 78.390, the undersigned
Corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: The name of the corporation is Body Concepts, Inc.
(1) ARTICLE I of the Articles of Incorporation of the Corporation
shall be amended in its entirety to read as follows:
The name of the corporation is: Digital Village World Technologies,
Inc.
SECOND: ARTICLE IV of the Articles of Incorporation of the
Corporation shall be amended in its entirety to read as follows:
The amount of the total authorized capital stock of the corporation
shall be SIXTY-TWO THOUSAND FIVE HUNDRED Dollars
($62,500.00), consisting of SIXTY-TWO MILLION FIVE
HUNDRED THOUSAND (62,500,000) shares of Common Stock, par
value $.001 per share.
3. The vote by which the stockholders holding shares in the
corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be
required in the case of a vote by classes or series, or as may be
required by the provisions of the articles of incorporation have voted
in favor of the amendment is passed by majority approval.
4. Signatures
/s/ RICHARD WANG /s/ PENG CHEN
____________________ ________________
President Secretary
File # C21718-98
May 25, 2000
The office of Dean Heller
Nevada Secretary of State
EXHIBIT 3.2 - BYLAWS OF BODY CONCEPTS, INC.
BYLAWS
OF
BODY CONCEPTS, INC.
ARTICLE I
OFFICERS
1.1 Business Office
The principal business office ("principal office") of the
corporation shall be located at any place either within or without the
state of Nevada as designated in the corporation's most current
Annual Report filed with the Nevada Secretary of State. The
corporation may have such other offices, either within or without the
State of Nevada, as the Board of Directors may designate or
as the business of the corporation may require from time to time.
The corporation shall maintain at its principal office a copy of certain
records, as specified in Section 2.14 of Article 2.
1.2 Registered Office
The registered office of the corporation shall be located within
Nevada and may be, but need not be, identical with the principal
office, provided the principal office is located within Nevada. The
address of the registered office may be changed from time to time by
the Board of Directors.
ARTICLE II
SHAREHOLDERS
2.1 Annual Shareholder Meeting
The annual meeting of the shareholders shall be held on the 14th
day of September, each year, beginning with 1999, at the hour of 1
o'clock p.m., or at such other time on such other day within such
month as shall be fixed by the Board of Directors, for the purpose of
electing directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the annual meeting
shall be a legal holiday in the State of Nevada, such meeting shall be
held on the next succeeding business day.
If the election of directors shall not be held on the day designated
herein for any annual meeting of the shareholders, or at any
subsequent continuation after adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as convenient.
2.2 Special Shareholder Meetings
Special meetings of the shareholders, for any purpose or purposes
described in the notice of meeting, may be called by the president, or
by the Board of Directors, and shall be called by the president at the
request of the holders of not less than one-tenth of all outstanding
shares of the corporation entitled to vote on any issue at the meeting.
2.3 Place of Shareholder Meetings
The Board of Directors may designate any place, either within or
without the State of Nevada, as the place for any annual or any
special meeting of the shareholders, unless by written consent, which
may be in the form of waivers of notice or otherwise, all shareholders
entitle to vote at the meeting designate a different place, either within
or without the State of Nevada, as the place for the holding of such
meeting. If no designation is made by either the Board of Directors
or unanimous action of the voting shareholders, the place of meeting
shall be the principal office of the corporation in the State of Nevada.
2.4 Notice of Shareholder Meetings
(1) Required Notice. Written notice stating the place, day
and hour of any annual or special shareholder meeting shall be
delivered not less than 10 nor more than 60 days before the date of
the meeting, either personally or by mail, by or at the direction of the
president, the Board of Directors, or other persons calling the
meeting, to each shareholder of record entitled to vote at such meeting
and to any other shareholder entitled by the laws of the State of
Nevada governing corporations (the "Act") or the Articles of
Incorporation to receive notice of the meeting. Notice shall be
deemed to be effective at the earlier of: (1) when deposited in the
United States mail, addressed to the shareholder at his address as it
appears on the stock transfer books of the corporation, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; (3) when received; or (4) 5
days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address, provided in writing by the
shareholder, which is different from that shown in the corporation's
current record of shareholders.
(2) Adjourned Meeting. If any shareholder meeting is
adjourned to a different date, time, or place, notice need not be given
of the new date, time, and place if the new date, time, and place is
announced at the meeting before adjournment. But if a new record
for the adjourned meeting is, or must be fixed (see Section 2.5 of this
Article 2) then notice must be given pursuant to the requirements of
paragraph (a) of this Section 2.4, to those persons who are
shareholders as of the new record date.
(3) Waiver of Notice. A shareholder may waive notice
of the meeting (or any notice required by the Act, Articles of
Incorporation, or Bylaws), by a writing signed by the shareholder
entitled to the notice, which is delivered to the corporation (either
before or after the date and time stated in the notice) for inclusion in
the minutes of filing with the corporate records.
A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective
notice of the meeting unless the shareholder, at the beginning of the
meeting, objects to holding the meeting or transacting business at the
meeting; and
(2) Waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to
consideration of the matter when it is presented.
(3) Contents of Notice
The notice of each special shareholder meeting shall include
a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 2.4(d), or as provided in
corporation's articles, or otherwise in the Act, the notice of an annual
shareholder meeting need not include a description of the purpose or
purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either:
(1) a proposed amendment to the Articles of Incorporation (including
any restated articles requiring shareholder approval);
(2) a plan of merger or share exchange; (3) the sale, lease, exchange
or other disposition of all, or substantially all of the corporation's
property; (4) the dissolution of the corporation; or (5) the removal of
a director, the notice must so state and be accompanied by,
respectively, a copy or summary of the: (a) articles of amendment; (b)
plan of merger or share exchange; and (c) transaction for disposition
of all, or substantially all, of the corporation's property. If the
proposed corporate action creates dissenters' rights, as provided in the
Act, the dissenters' rights, and must be accompanied by a copy of
relevant provisions of the Act. If the promissory notes or
for promises to render services in the future, the corporation shall
report in writing to all the shareholders the number of shares
authorized or issued, and the consideration received with or before the
notice of the next shareholder meeting. Likewise, if the corporation
indemnifies or advances expenses to an officer or director, this shall
be reported to all the shareholders with or before notice of the next
shareholder meeting.
2.5 Fixing of Record Date
For the purpose of determining shareholders of any voting
group entitled to notice of or to vote at any meeting of shareholders,
or shareholders entitled to receive payment of any distribution or
dividend, or in order to make a determination of shareholders for any
other proper purpose, the Board of Directors may fix in advance a
date as the record date. Such record date shall not be more than 70
days prior to the date on which the particular action requiring such
determination of shareholders entitled to notice of, or to vote at a
meeting of shareholders, or shareholders entitled to receive a share
dividend or distribution. The record date for determination of such
shareholders shall be at the close of business on:
(1) With respect to an annual shareholder meeting or any
special shareholder meeting called by the Board of Directors or any
person specifically authorized by the Board of Directors or these
Bylaws to call a meeting, the day before the first notice is given to
shareholders;
(2) With respect to a special shareholder meeting demanded
by the shareholders, the date the first shareholder signs the demand;
(3) With respect to the payment of a share dividend, the date
Board of Directors authorizes the share dividend;
(4) With respect to actions taken in writing without a meeting
(pursuant to Article 2, Section 2.12, the first date any shareholder
signs a consent; and
(5) With respect to a distribution to shareholders, (other than
one involving a repurchase or reacquisition of shares), the date the
Board of Directors authorizes the distribution.
When a determination of shareholders entitled to vote at any
meeting of shareholders has been made, as provided in this section,
such determination shall apply to any adjournment thereof unless the
Board of Directors fixes a new record date, which it must do if the
meeting is adjourned to a date more than 120 days after the date fixed
for the original meeting.
If no record date has been fixed, the record date shall be the
date the written notice of the meeting is given to shareholders.
2.6 Shareholder List
The officer or agent having charge of the stock transfer books
for shares of the corporation shall, at least ten (10) days before each
meeting of shareholders, make a complete record of the shareholders
entitled to vote at each meeting of shareholders, arranged in
alphabetical order, with the address of and the number of shares held
by each. The list must be arranged by class or series of shares. The
shareholder list must be available for inspection by any shareholder,
beginning two business days after notice of the meeting is given for
which the list was prepared and continuing through this meeting. The
list shall be available at the corporation's principal office or at a place
in the city where the meeting is to be held, as set forth in the notice
of the meeting. A shareholder, his agent, or attorney is entitled, on
written demand, to inspect and, subject to the requirements of Section
2.14 of this Article 2, to copy the list during regular business hours
and at his expense, during the period it is available for inspection.
The corporation shall maintain the shareholder list in written form or
in another form capable of conversion into written form within a
reasonable time.
2.7 Shareholder Quorum and Voting Requirements
A majority of the outstanding shares of the corporation entitled
to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the
outstanding shares are represented at a meeting, a majority of the
outstanding shares so represented may adjourn the meeting from time
to time without further notice. At such adjourned meeting at which a
quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized
meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough shareholders to leave less
than a quorum.
Once a share is represented for any purpose at a meeting, it is
deemed present for quorum purposes for the remainder of the meeting
and for any adjournment of that meeting, unless a new record date is
or must be set for that adjourned meeting.
If a quorum exists, a majority vote of those shares present and
voting at a duly organized meeting shall suffice to defeat or enact any
proposal unless the Statutes of the State of Nevada, the Articles of
Incorporation or these Bylaws require a greater-than-majority vote, in
which event the higher vote shall be required for the action to
constitute the action of the corporation.
2.8 Increasing Either Quorum or Voting Requirements
For purposes of this Section 2.8, a "supermajority" quorum is
a requirement that more than a majority of the votes of the voting
group present to constitute a quorum; and a "supermajority" voting
requirement is any requirement that requires the vote of more than a
majority of the affirmative votes of a voting group at a meeting.
The Shareholders, but only if specifically authorized to do so
by the Articles of Incorporation, may adopt, amend, or delete a Bylaw
which fixes a "supermajority" quorum or "supermajority" voting
requirement.
The adoption or amendment of a Bylaw that adds, changes, or
deletes a "supermajority" quorum or voting requirement for
shareholders must meet the same quorum requirement and be
adopted by the same vote required to take action under the quorum
and voting requirement then if effect or proposed to be adopted,
whichever is greater.
A Bylaw that fixes a supermajority quorum or voting
requirement for shareholders may not be adopted, amended, or
repealed by the Board of Directors.
2.9 Proxies
At all meetings of shareholders, a shareholder may vote in
person, or vote by written proxy executed in writing by the
shareholder or executed by his duly authorized attorney-in-fact.
Such proxy shall be filed with the secretary of the corporation or
other person authorized to tabulate votes before or at the time of the
meeting. No Proxy shall be valid after eleven (11) months from the
date of its execution unless otherwise specifically provided in the
proxy or coupled with an interest.
2.10 Voting of Shares
Unless otherwise provided in the articles, each outstanding
share entitled to vote shall be entitled to one vote upon each matter
submitted to a vote at a meeting of shareholders.
Shares held by an administrator, executor, guardian or
conservator may be voted by him, either in person or by proxy,
without the transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or by
proxy, but no trustee shall be entitled to vote shares held by him
without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver, and shares held by or under the control of a receiver
maybe voted by such receiver without the transfer thereof into his
name if authority to do so is contained in an appropriate order of the
Court by which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to
vote such shares until the shares are transferred into the name of the
pledgee, and thereafter, the pledgee shall be entitled to vote the shares
so transferred.
Shares of its own stock belonging to the corporation or held by
it in a fiduciary capacity shall not be voted, directly or indirectly, at
any meeting, and shall not be counted in determining the total number
of outstanding shares at any given time.
Redeemable shares are not entitled to vote after notice of
redemption is mailed to the holders and a sum sufficient to redeem the
shares has been deposited with a bank, trust company, or other
financial institution under an irrevocable obligation to pay the holders
the redemption price on surrender of the shares.
2.11 Corporation's Acceptance of Votes
(1) If the name signed on a vote, consent, waiver, or proxy
appointment corresponds to the name of a shareholder, the
corporation, if acting in good faith, is entitled to accept the vote,
consent, waiver, or proxy appointment and give it effect as the act of
the shareholder.
(2) If the name signed on a vote, consent, waiver, or proxy
appointment does not correspond to the name of its shareholder, the
corporation, if acting in good faith, is nevertheless entitled to accept
the vote, consent waiver, or proxy appointment and give it effect as
the act of the shareholder if:
(1) the shareholder is an entity, as defined in the Act,
and the name signed purports to be that of an officer or agent of the
entity;
(2) the name signed purports to be that of an
administrator, executor, guardian or conservatory representing the
shareholder and, if the corporation requests, evidence of fiduciary
status acceptable to the corporation has been presented with
respect to the vote, consent, waiver, or proxy appointment;
(3) the name signed purports to be that of a receiver or
trustee in bankruptcy of the shareholder and, if the corporation
requests, evidence of this status acceptable to the corporation has been
presented with respect to the vote, consent, waiver, or proxy
appointment;
(4) the name signed purports to be that of a pledgee,
beneficial owner, or attorney-in-fact of the shareholder and, if the
corporation of the signatory's authority to sign for the shareholder has
been presented with respect to the vote, consent, waiver, or proxy
appointment; or
(5) the shares are held in the name of two or more
persons as co-tenants or fiduciaries and the name signed purports to
be the name of at least one of the co-owners and the person signing
appears to be acting on behalf of all the co-owners.
(3) The corporation is entitled to reject a vote, consent,
waiver, or proxy appointment if the secretary or other officer or agent
authorized to tabulate votes, acting in good faith, has reasonable basis
for doubt about the validity of the signature on it or about the
signatory's authority to sign for the shareholder.
(4) The corporation and its officer or agent who accepts or
rejects a vote, consent, waiver, or proxy appointment in good faith
and in accordance with the standards of this Section 2.11 are not
liable in damages to the shareholder for the consequences of the
acceptance or rejection.
(5) Corporation action based on the acceptance or rejection of
a vote, consent, waiver, or proxy appointment under this section is
valid unless a court of competent jurisdiction determines otherwise.
2.12 Informal Action by Shareholders
Any action required or permitted to be taken at a meeting of
the shareholders may be taken without a meeting if one or more
written consents, setting forth the action so taken, shall be
signed by shareholders holding a majority of the shares entitled to
vote with respect to the subject matter thereof, unless a
"supermajority" vote is required by these Bylaws, in which case a
"supermajority" vote will be required. Such consent shall be
delivered to the corporation secretary for inclusion in the minute
book. A consent signed under this section has the effect of a
vote at a meeting and may be described as such in any document.
2.13 Voting for Directors
Unless otherwise provided in the Articles of Incorporation,
directors are elected by a plurality of the votes cast by the shares
entitled to vote in the election at a meeting at which a quorum is
present.
2.14 Shareholders' Rights to Inspect Corporate Records
Shareholders shall have the following rights regarding
inspection of corporate records:
(1) Minutes and Accounting Records - The corporation
shall keep, as permanent records, minutes of all meetings of its
shareholders and Board of Directors, a record of all actions taken by
the shareholders or Board of Directors without a meeting, and a
record of all actions taken by a committee of the Board of Directors
in place of the Board of Directors on behalf of the corporation. The
corporation shall maintain appropriate accounting records.
(2) Absolute Inspection Rights of Records Required at
Principal Office - If a shareholder gives the corporation written notice
of his demand at least five (5) business days before the date on which
he wishes to inspect and copy, he, or his agent or attorney, has the
right to inspect and copy, during regular business hours, any of the
following records, all of which the corporation is required to keep at
its principal office:
(1) its Articles of Incorporation and all amendments to
them currently in effect;
(2) its Bylaws or restated Bylaws and all amendments
to them currently in effect;
(3) resolutions adopted by its Board of Directors
creating one or more classes or series of shares, and fixing their
relative rights, preferences and limitations, if shares issued pursuant
to those resolutions are outstanding;
(4) the minutes of all shareholders' meetings, and
records of all action taken by shareholders without a meeting, for the
past three years;
(5) all written communications to shareholders within
the past three years, including the financial statements furnished for
the past three years to the shareholders;
(6) a list of the names and business addresses of its
current directors and officers; and
(7) its most recent annual report delivered to the
Nevada Secretary of State.
(3) Conditional Inspection Right - In addition, if a
shareholder gives the corporation a written demand, made in good
faith and for a proper purpose, at least five business days before the
date on which he wishes to inspect and copy, describes with
reasonable particularity his purpose and the records he desires to
inspect, and the records are directly connected to his purpose, a
shareholder of a corporation, or his duly authorized agent or
attorney, is entitled to inspect and copy, during regular business hours
at a reasonable location specified by the corporation, any of the
following records of the corporation:
(1) excerpts from minutes of any meeting of the
Board of Directors; records of any action of a committee of the Board
of Directors on behalf of the corporation; minutes of any meeting of
the shareholders; and records of action taken by the
shareholders or Board of Directors without a meeting, to the extent
not subject to inspection under paragraph (a) of this Section 2.14;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier
than the date of the shareholder's demand).
(4) Copy Costs - The right to copy records
includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means. The corporation may
impose a reasonable charge, to be paid by the shareholder on terms
set by the corporation, covering the costs of labor and material
incurred in making copies of any documents provided to the
shareholder.
(5) "Shareholder" Includes Beneficial Owner -
For purposes of this Section 2.14, the term "shareholder" shall
include a beneficial owner whose shares are held in a voting trust or
by a nominee on his behalf.
2.15 Financial Statements Shall Be Furnished to the Shareholders
(1) The corporation shall furnish its shareholders annual
financial statements, which may be consolidated or combined
statements of the corporation and one or more of its subsidiaries, as
appropriate, that include a balance sheet as of the end of the fiscal
year, an income statement for that year, and a statement of changes in
shareholders' equity for the year, unless that information appears
elsewhere in the financial statements. If financial statements are
prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements for the
shareholders must also be prepared on that basis.
(2) If the annual financial statements are reported upon by a
public accountant, his report must accompany them. If not, the
statements must be accompanied by a statement of the president or the
person responsible for the corporation's accounting records:
(1) stating his reasonable belief that the statements
were prepared on the basis of generally accepted accounting principles
and, if not, describing the basis of preparation; and
(2) describing any respects in which the statements
were not prepared on a basis of accounting consistent with statements
prepared for the preceding year.
(3) A corporation shall mail the annual financial statements to
each shareholder within 120 days after the close of each fiscal year.
Thereafter, on written request from a shareholder who was not
mailed the statements, the corporation shall mail him the latest
financial statements.
2.16 Dissenters' Rights
Each shareholder shall have the right to dissent from and obtain
payment for his shares when so authorized by the Act, Articles of
Incorporation, the Bylaws, or a resolution of the Board of Directors.
2.17 Order of Business
The following order of business shall be observed at all meetings
of the shareholders, as applicable and so far as practicable:
(1) Calling the roll of officers and directors present and
determining shareholder quorum requirements;
(2) Reading, correcting and approving of minutes of previous
meeting;
(3) Reports of officers;
(4) Reports of Committees;
(5) Election of Directors;
(6) Unfinished business;
(7) New business; and
(8) Adjournment.
ARTICLE III
BOARD OF DIRECTORS
3.1 General Powers
Unless the Articles of Incorporation have dispensed with or
limited the authority of the Board of Directors by describing who will
perform some or all of the duties of a Board of Directors, all
corporate powers shall be exercised by or under the authority of, and
the business and affairs of the corporation shall be managed under the
direction of the Board of Directors.
3.2 Number, Tenure and Qualifications of Directors
Unless otherwise provided in the Articles of Incorporation, the
authorized number of directors shall be not less than 1 (minimum
number) nor more than 9 (maximum number). The initial number of
directors was established in the original Articles of Incorporation.
The number of directors shall always be within the limits specified
above, and as determined by resolution adopted by the Board of
Directors. After any shares of this corporation are issued, neither the
maximum nor minimum number of directors can be changed, nor can
a fixed number be substituted for the maximum and minimum
numbers, except by a duly adopted amendment to the Articles of
Incorporation duly approved by a majority of the outstanding shares
entitled to vote. Each director shall hold office until the next annual
meeting of shareholders or until his successor shall have been elected
and qualified, or until there is a decrease in the number of directors.
Unless required by the Articles of Incorporation, directors do not need
to be residents of Nevada or shareholders of the corporation.
3.3 Regular Meetings of the Board of Directors
A regular meeting of the Board of Directors shall be held
without other notice than this Bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than such
resolution. (If permitted by Section 3.7, any regular meeting may be
held by telephone.)
3.4 Special Meeting of the Board of Directors
Special meetings of the Board of Directors may be called by or
at the request of the president or any one director. The person or
persons authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of Nevada, as
the place for holding any special meeting of the Board of Directors
or, if for holding any special meeting of the Board of Directors or, if
permitted by Section 3.7, any special meeting may be held by
telephone.
3.5 Notice of, and Waiver of Notice of, Special Meetings of the
Board of Directors
Unless the Articles of Incorporation provide for a longer or
shorter period, notice of any special meeting of the Board of Directors
shall be given at least two days prior thereto, either orally or in
writing. If mailed, notice of any director meeting shall be deemed to
be effective at the earlier of: (1) when received; (2) five days after
deposited in the United States mail, addressed to the director's
business office, with postage thereon prepaid; (3) the date shown on
the return receipt, if sent by registered or certified mail, return receipt
requested, and the receipt is signed by or on behalf of the director.
Notice may also be given by facsimile and, in such event, notice shall
be deemed effective upon transmittal thereof to a facsimile number of
a compatible facsimile machine at the director's business office. Any
director may waive notice of any meeting. Except as otherwise
provided herein, the waiver must be in writing, signed by the director
entitled to the notice, and filed with the minutes or corporate records.
The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business and
at the beginning of the meeting, or promptly upon his arrival, objects
to holding the meeting or transacting business at the meeting, and
does not thereafter vote for or assent to action taken at the meeting.
Unless required by the Articles of Incorporation or the Act, neither
the business to be transacted at, nor the purpose of, any special
meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
3.6 Director Quorum
A majority of the number of directors fixed, pursuant to
Section 3.2 of this Article 3, shall constitute a quorum for the
transaction of business at any meeting of the Board of
Directors,unless the Articles of Incorporation or the Act require a
greater number for a quorum.
Any amendment to this quorum requirement is subject to the
provisions of Section 3.8 of this Article 3.
Once a quorum has been established at a duly organized
meeting, the Board of Directors may continue to transact corporate
business until adjournment, notwithstanding the withdrawal of enough
directors to leave less than a quorum.
3.7 Actions by Directors
The act of the majority of the directors present at a meeting at
which a quorum is present when the vote is taken shall be the act of
the Board of Directors, unless the Articles of Incorporation or the act
require a greater percentage. Any amendment which changes the
number of directors needed to take action is subject to the provisions
of Section 3.8 of this Article 3.
Unless the Articles of Incorporation provide otherwise, any or
all directors may participate in a regular or special meeting by, or
conduct the meeting through the use of, any means of communication
by which all directors participating may simultaneously hear each
other during the meeting. Minutes of any such meeting shall be
prepared and entered into the records of the corporation. A director
participating in a meeting by this means is deemed to be present in
person at the meeting.
A director who is present at a meeting of the Board of
Directors or a committee of the Board of Directors when corporate
action is taken is deemed to have assented tot he action taken unless:
(1) he objects at the beginning of the meeting, or promptly upon his
arrival, to holding it or transacting business at the meeting; or (2) his
dissent or abstention from the action taken is entered in the minutes of
the meeting; or (3) he delivers written notice of his dissent or
abstention to the presiding officer of the meeting before its
adjournment or to the corporation within 24 hours after adjournment
of the meeting. The right of dissent or abstention is not available to a
director who votes in favor of the action taken.
3.8 Establishing a "Supermajority" Quorum or Voting Requirement
for the Board of Directors
For purposes of this Section 3.8, a "supermajority" quorum is
a requirement that more than a majority of the directors in office
constitute a quorum; and a "supermajority" voting requirement is one
which requires the vote of more than a majority of those directors
present at a meeting at which a quorum is present to be the act of the
directors.
A Bylaw that fixes a supermajority quorum or supermajority
voting requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by
the shareholders (unless otherwise provided by the shareholders); or
(2) if originally adopted by the Board of Directors,
either by the shareholders or by the Board of Directors.
A Bylaw adopted or amended by the shareholders that fixes a
supermajority quorum or supermajority voting requirement for the
Board of Directors may provide that it may be amended or repealed
only by a specified vote of either the shareholders or the Board of
Directors.
Subject to the provisions of the preceding paragraph, action by
the Board of Directors to adopt, amend, or repeal a Bylaw that
changes the quorum or voting requirements for the Board of
Directors must meet the same quorum requirement and be adopted by
the same vote required to take action under the quorum and voting
requirement then in effect or proposed to be adopted, whichever is
greater.
3.9 Director Action Without a Meeting
Unless the Articles of Incorporation provide otherwise, any
action required or permitted to be taken by the Board of Directors at a
meeting may be taken without a meeting if all the directors sign a
written consent describing the action taken. Such consents shall be
filed with the records of the corporation. Action taken by consent is
effective when the last director signs the consent, unless the consent
specifies a different effective date. A signed consent has the effect of
a vote at a duly noticed and conducted meeting of the Board of
Directors and may be described as such in any document.
3.10 Removal of Directors
The shareholders may remove one or more directors at a
meeting called for that purpose if notice has been given that a purpose
of the meeting is such removal. The removal may be with
or without cause unless the Articles of Incorporation provide that
directors may only be removed for cause. If cumulative voting is not
authorized, a director may be removed only if the number of votes
cast in favor or removal exceeds the number of votes cast against
removal.
3.11 Board of Director Vacancies
Unless the Articles of Incorporation provide otherwise, if a
vacancy occurs on the Board of Directors, excluding a vacancy
resulting from an increase in the number of directors, the director(s)
remaining in office constitute fewer than a quorum of the Board of
Directors, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.
If a vacancy results from an increase in the number of
directors, only the shareholders may fill the vacancy.
A vacancy that will occur at a specific later date (by reason of
a resignation effective at a later date) may be filled by the Board of
Directors before the vacancy occurs, but the new director may not
take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the
next shareholders' meeting at which directors are elected. However,
if his term expires, he shall continue to serve until his successor is
elected and qualifies or until there is a decrease in the number of
directors.
3.12 Director Compensation
Unless otherwise provided in the Articles of Incorporation, by
resolution if the Board of Directors, each director may be paid his
expenses, if any, of attendance at each meeting of the Board of
Directors, and may be paid a stated salary as director or a fixed sum
for attendance at each meeting of the Board of Directors, or both. No
such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor.
3.13 Director Committees
(1) Creation of Committees - Unless the Articles of
Incorporation provide otherwise, the Board of Directors may create
one or more committees and appoint members of the Board of
Directors to serve on them. Each committee must have two or more
members, who serve at the pleasure of the Board of Directors.
(2) Selection of Members - The creation of a committee and
appointment of members to it must be approved by the greater of (1)
a majority of all the directors in office when the action is taken, or (2)
the number of directors required by the Articles of Incorporation to
take such action.
(3) Required Procedures - Sections 3.4, 3.5, 3.6, 3.7, 3.8
and 3.9 of this Article 3 apply to committees and their members.
(4) Authority - Unless limited by the Articles of
Incorporation or the Act, each committee may exercise those aspects
of the authority of the Board of Directors which the Board of
Directors confers upon such committee in the resolution creating the
committee.
Provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve or propose to shareholders any action
that the Act requires be approved by shareholders;
(3) fill vacancies on the Board of Directors or on any
of its committees;
(4) amend the Articles of Incorporation;
(5) adopt, amend, or repeal Bylaws;
(6) approve a plan of merger not requiring
shareholder approval;
(7) authorize or approve reacquisition of shares,
except according to a formula or method prescribed by the Board of
Directors; or
(8) authorize or approve the issuance or sale, or
contract for sale of shares, or determine the designation and relative
rights, preferences, and limitations of a class or series of shares;
except that the Board of Directors may authorize a committee to do so
within limits specifically prescribed by the Board of Directors.
ARTICLE IV
OFFICERS
4.1 Designation of Officers
The officers of the corporation shall be a president, a
secretary, and a treasurer, each of whom shall be appointed by the
Board of Directors. Such other officers and assistant officers as
may be deemed necessary, including any vice-presidents, may be
appointed by the Board of Directors. The same individual may
simultaneously hold more than one office in the corporation.
4.2 Appointment and Term of Office
The officers of the corporation shall be appointed by the Board
of Directors for a term as determined by the Board of Directors. If
no term is specified, they shall hold office until the first
meeting of the directors held after the next annual meeting of
shareholders. If the appointment of officers is not made at such
meeting, such appointment shall be made as soon thereafter as is
convenient. Each officer shall hold office until his successor has been
duly appointed and qualified, until his death, or until he resigns or has
been removed in the manner provided in Section 4.3 of this Article 4.
The designation of a specified term does not grant to the
officer any contract rights, and the Board of Directors can remove the
officer at any time prior to the termination of such term.
Appointment of an officer shall not of itself create any contract
rights.
4.3 Removal of Officers
Any officer may be removed by the Board of Directors at any
time, with or without cause. Such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4.4 President
The president shall be the principal executive officer of the
corporation and, subject to the control of the Board of Directors, shall
generally supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the
shareholders. He may sign, with the secretary or any other proper
officer of the corporation thereunto duly authorized by the Board of
Directors, certificates for shares of the corporation and deeds,
mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent
of the corporation, or shall be required by law to be otherwise signed
or executed. The president shall generally perform all duties incident
to the office of president and such other duties as may be prescribed
by the Board of Directors from time to time.
4.5 Vice-President
If appointed, in the absence of the president or in the event of
the president's death, inability or refusal to act, the vice-president (or
in the event there be more than one vice-president, the vice-presidents
in the order designated at the time of their election, or in the
absence of any designation, then in the order of their appointment)
shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. If there is no vice-president, then the treasurer shall
perform such duties of the president. Any vice-president may sign,
with the secretary or an assistant secretary, certificates for shares of
the corporation the issuance of which have been authorized by
resolution of the Board of Directors. A vice-president shall perform
such other duties as from time to time may be assigned to him by the
president or by the Board of Directors.
4.6 Secretary
The secretary shall (a) keep the minutes of the proceedings of the
shareholders and of the Board of Directors in one or more books
provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as required by law;
(c) be custodian of the corporate records and of any seal of the
corporation and, if there is a seal of the corporation, see that it is
affixed to all documents, the execution of which on behalf of the
corporation under its seal is duly authorized; (d) when requested or
required, authenticate any records of the corporation; (e) keep a
register of the post office address of each shareholder, as
provided to the secretary by the shareholders; (f) sign with the
president, or vice-president, certificates for shares of the corporation,
the issuance of which has been authorized by resolution of the Board
of Directors; (g) have general charge of the stock transfer books of
the corporation; and (h) generally perform all duties incident to the
office of secretary and such other duties as from time to time may be
assigned to him by the president or by the Board of Directors.
4.7 Treasurer
The treasurer shall (a) have charge and custody of and be
responsible for all funds and securities of the corporation; (b) receive
and give receipts for moneys due and payable to the corporation from
any source whatsoever, and deposit all such moneys in the name of
the corporation in such banks, trust companies, or other depositories
as may be selected by the Board of Directors; and (c) generally
perform all of the duties incident to the office of treasurer and
such other duties as from time to time may be assigned to him by the
president or by the Board of Directors.
If required by the Board of Directors, the treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such
surety or sureties as the Board of Directors shall determine.
4.8 Assistant Secretaries and Assistant Treasurers
The assistant secretaries, when authorized by the Board of
Directors, may sign with the president, or a vice-president,
certificates for shares of the corporation, the issuance of which has
been authorized by a resolution of the Board of Directors. The
assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors shall determine.
The assistant secretaries and assistant treasurers, generally,
shall perform such duties as may be assigned to them by the secretary
or the treasurer, respectively, or by the president or the Board of
Directors.
4.9 Salaries
The salaries of the officers, if any, shall be fixed from time to
time by the Board of Directors.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES
5.1 Indemnification of Officers, Directors, Employees and Agents
Unless otherwise provided in the Articles of Incorporation, the
corporation shall indemnify any individual made a party to a
proceeding because he is or was an officer, director, employee or
agent of the corporation against liability incurred in the proceeding,
all pursuant to and consistent with the provisions of NRS 78.751, as
amended from time to time.
5.2 Advance Expenses for Officers and Directors
The expenses of officers and directors incurred in defending a
civil or criminal action, suit or proceeding shall be paid by the
corporation as they are incurred and in advance of the final deposition
of the action, suit or proceeding, but only after receipt by the
corporation of an undertaking by or on behalf of the officer or
director on terms set by the Board of Directors, to repay the expenses
advanced if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation.
5.3 Scope of Indemnification
The indemnification permitted herein is intended to be to the
fullest extent permissible under the laws of the State of Nevada, and
any amendments hereto.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares
(1) Content Certificates representing shares of the
corporation shall at minimum, state on their face the name of the
issuing corporation; that the corporation is formed under the laws of
the State of Nevada; the name of the person to whom issued; the
certificate number; class and par value of shares; and the designation
of the series, if any, the certificate represents. The form of the
certificate shall be as determined by the Board of Directors. Such
certificates shall be signed (either manually or by facsimile) by the
president or a vice-president and by the secretary of an assistant
secretary and may be sealed with a corporate seal or a facsimile
thereof. Each certificate for shares shall be consecutively numbered
or otherwise identified.
(2) Legend as to Class or Series - If the corporation is
authorized to issue different classes of shares or different series within
a class, the designations, relative rights, preferences, and limitations
applicable to each class and the variations in rights, preferences, and
limitations determined for each series (and the authority of the Board
of Directors to determine variations for future series) must be
summarized on the front or back of the certificate indicating that the
corporation will furnish the shareholder this information on request in
writing and without charge.
(3) Shareholder List - The name and address of the
person to whom the shares are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of the
corporation.
(4) Transferring Shares - All certificates surrendered
to the corporation for transfer shall be canceled and no new certificate
shall be issued until the former certificate for a like number of shares
shall have been surrendered and canceled, except that in case of a
lost, destroyed, or mutilated certificate, a new one may be issued
therefore upon such terms as the Board of Directors may prescribe,
including indemnification of the corporation and bon requirements.
6.2 Registration of the Transfer of Shares
Registration of the transfer of shares of the corporation shall
be made only on the stock transfer books of the corporation. In order
to register a transfer, the record owner shall surrender the share
certificate to the corporation for cancellation, properly endorsed by
the appropriate person or persons with reasonable assurances that the
endorsements are genuine and effective. Unless the corporation has
established a procedure by which a beneficial owner of shares held by
a nominee is to be recognized by the corporation as the owner, the
person in whose name shares stand on the books of the corporation
shall be deemed by the corporation to be the owner thereof for all
purposes.
6.3 Restrictions on Transfer of Shares Permitted
The Board of Directors may impose restrictions on the transfer
or registration of transfer of shares, including any security convertible
into, or carrying a right to subscribe for or acquire shares. A
restriction does not affect shares issued before the restriction was
adopted unless the holders of the shares are parties to the restriction
agreement or voted in favor of the restriction.
A restriction on the transfer or registration of transfer of
shares may be authorized:
(1) to maintain the corporation's status when it is
dependent on the number or identity of its shareholders;
(2) to preserve exemptions under federal or state
securities law; or
(3) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of
shares may:
(1) obligate the shareholder first to offer the
corporation or other persons (separately, consecutively, or
simultaneously) an opportunity to acquire the restricted shares;
(2) obligate the corporation or other persons
(separately, consecutively, or simultaneously) to acquire the restricted
shares;
(3) require the corporation, the holders of any class of
its shares, or another person to approve the transfer of the restricted
shares, if the requirement is not manifestly unreasonable; or
(4) prohibit the transfer of the restricted shares to
designated persons or classes of persons, if the prohibition is not
manifestly unreasonable.
A restriction on the transfer or registration of transfer of
shares is valid and enforceable against the holder or a transferee of
the holder if the restriction is authorized by this Section 6.3
and its existence is noted conspicuously on the front or back of the
certificate. Unless so noted, a restriction is not enforceable against a
person without knowledge of the restriction.
6.4 Acquisition of Shares
The corporation may acquire its own shares and unless
otherwise provided in the Articles of Incorporation, the shares so
acquired constitute authorized but unissued shares.
If the articles of Incorporation prohibit the reissue of shares
acquired by the corporation, the number of authorized shares is
reduced by the number of shares acquired, effective upon amendment
of the Articles of Incorporation, which amendment shall be adopted
by the shareholders, or the Board of Directors without shareholder
action (if permitted by the Act). The amendment must be delivered to
the Secretary of State and must set forth:
(1) the name of the corporation;
(2) the reduction in the number of authorized shares,
itemized by class and series; and
(3) the total number of authorized shares, itemized by
class and series, remaining after reduction of the shares.
ARTICLE VII
DISTRIBUTIONS
7.1 Distributions
The Board of Directors may authorize, and the corporation
may make distributions (including dividends on its outstanding shares)
in the manner and upon the terms and conditions provided by law.
ARTICLE VIII
CORPORATE SEAL
The Board of Directors may adopt a corporate seal which may
be circular in form and have inscribed thereon any designation,
including the name of the corporation, Nevada as the state of
incorporation, and the words "Corporate Seal."
ARTICLE IX
EMERGENCY BYLAWS
9.1 Emergency Bylaws
Unless the Articles of Incorporation provide otherwise, the
following provisions shall be effective during an emergency, which is
defined as time when a quorum of the corporation's directors cannot
be readily assembled because of some catastrophic event. During
such emergency:
(1) Notice of Board Meetings
Any one member of the Board of Directors or any one of the
following officers: president, any vice-president, secretary, or
treasurer, may call a meeting of the Board of Directors. Notice of
such meeting need be given only to those directors whom it is
practicable to reach, any may be given in any practical manner,
including by publication and radio. Such notice shall be given at least
six hours prior to commencement of the meeting.
(2) Temporary Directors and Quorum
One or more officers of the corporation present at the
emergency board meeting, as is necessary to achieve a quorum, shall
be considered to be directors for the meeting, and shall so serve in
order of rank, and within the same rank, in order of seniority. In the
event that less than a quorum (as determined by Section 3.6 of Article
3) of the directors are present (including any officers who are to serve
as directors for the meeting), those directors present (including the
officers serving as directors) shall constitute a quorum.
(3) Actions Permitted To Be Taken
The Board of Directors, as constituted in paragraph (b), and
after notice as set forth in paragraph (a), may:
(1) Officer's Powers
Prescribe emergency powers to any officer of the
corporation;
(2) Delegation of Any Power
Delegate to any officer or director, any of the powers
of the Board of Directors;
(3) Lines of Succession
Designate lines of succession of officers and agents, in
the event that any of them are unable to discharge their duties;
(4) Relocate Principal Place of Business
Relocate the principal place of business, or designate
successive or simultaneous principal places of business;
(5) All Other Action
Take any other action which is convenient, helpful, or
necessary to carry on the business of the corporation.
ARTICLE X
AMENDMENTS
10.1 Amendments
The Board of Directors may amend or repeal the corporation's
Bylaws unless:
(1) the Articles of Incorporation or the Act reserve this power
exclusively to the shareholders, in whole or part; or
(2) the shareholders, in adopting, amending, or repealing a
particular Bylaw, provide expressly that the Board of Directors may
not amend or repeal that Bylaw; or
(3) the Bylaw either establishes, amends or deletes a
"supermajority" shareholder quorum or voting requirement, as defined
in Section 2.8 of Article 2.
Any amendment which changes the voting or quorum
requirement for the Board of Directors must comply with Section 3.8
of Article 3, and for the shareholders, must comply Section 2.8 of
Article 2.
The corporation's shareholders may also amend or repeal the
corporation's Bylaws at any meeting held pursuant to Article 2.
CERTIFICATE OF THE SECRETARY
I hereby certify that I am the Secretary of Body Concepts, Inc.
and the forgoing Bylaws, consisting of twenty-nine (29) pages,
constitutes the code of Body Concepts, Inc. as duly adopted by the
Board of Directors of the Corporation on this 14th day of September,
1998.
IN WITNESS WHEREOF, I have hereunto subscribed my
name this 14th day of September, 1998.
_______________________________
Secretary
EXHIBIT 4.1 - SPECIMEN STOCK CERTIFICATE
CONTENTS:
State of Incorporation
Name of Company
Number of authorized shares of common stock
Name of individual shareholder
Number of shares owned by individual shareholder
Fully paid and non-assessable shares
Date of issuance of certificate
Signatures of President and Secretary
Restrictive transfer legend
EXHIBIT 27 - Financial Data Schedule
