As filed with the Securities and Exchange Commission on June 29, 2000
Commission File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB/A
AMENDMENT NUMBER ONE
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
UNDER SECTION 12 (b) OR (g) OF THE SECURITIES ACT OF 1934
SUPREME HOSPITALITY
(Name of small business issuer in its charter)
NEVADA 91-2019034
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
41919 SKYWOOD DRIVE, TEMECULA, CALIFORNIA 92591
(Address of principal executive office) (Zip Code)
Registrant's telephone number: (909) 506-3435
Securities registered pursuant to Section 12 (b) of the Act:
None
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock, par value $.0001
Preferred Stock, par value $.0001
SUPREME HOSPITALITY-10SB12G - Registration Statement Page 1.
<PAGE>
PART I
Item 1. DESCRIPTION OF BUSINESS.
Prior to April 30, 2000 the Company had not engaged in any operations other than
organizational matters SUPREME HOSPITALITY, (formally Richwood Inc.), (formally
Grubstake, Inc.)( a development stage company) and a Nevada corporation (the
"Company") was incorporated on November 10, 1997 and was formed specifically to
be a "clean public shell" for the purpose of either merging with or acquiring an
operating company with assets and some operating history.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Plan of Operations and Acquisitions
The Company was organized for the purpose of creating a corporate
vehicle to seek, investigate and, if such investigation warrants, acquire an
interest in one or more business opportunities presented to it by persons or
firms who or which desire to seek perceived advantages of a publicity held
corporation. On April 30, 2000 the Company (SUPREME HOSPITALITY) acquired
TEMECULA VALLEY INN, INC., (a Nevada corporation) as a wholly owned subsidiary
of Supreme Hospitality an exchange of Common Stock, Sub Curia. The primary
activity of the Company is the hospitality business for both the business and
leisure traveler, and a 90 room hotel was built and opened in1998. The executive
offices of the company are located at 41919 Skywood Drive, Temecula, California
92591. Its telephone number is (909) 506-3435. Of the 50,000,000 shares of the
SUPREME HOSPITALITY'S Common Stock, 1,000,000 are currently freely tradable
under the Rule 144k exemption promulgated under the Securities Act of 1933. See
Item 8 "Description of Securities."
The Company may obtain funds for additional hotel construction or
acquisition by private placements, equity or debt issues. Persons purchasing
securities in these placements and other shareholders will likely not have the
opportunity to participate in the decision relating to any acquisition.
Investors will entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to which their money may
be put. Consequently, the Company's potential success is heavily dependent on
the Company's management, which will have virtually unlimited discretion in new
construction or acquisition.
The Company plans to develop and construct additional properties in the
future and has an option to purchase for $1,300,000, approximately 2.61 acres of
approved hotel property, including a complete package which consists of a
business plan, construction costs, drawings, etc. This property is located
adjacent to Interstate 5 and Hilltop Drive in Redding, California. This parcel
is the last available hotel property in this immediate area. The current plan is
to exercise the purchase option and develop and build a 90-room hotel on this
property. This development is anticipated to be the next development the Company
will undertake. The cost is estimated to be $5,850,000 for land, building and
improvements. This property is included in the financial projections and is
scheduled to commence operations in the third quarter of 2001.
The Company has identified other properties in the Temecula Valley of
Southern California to acquire, develop and build hotels. This will be done
through the raising of additional equity funds. An additional property in the
Temecula Valley is included on the financial projections commencing operations
in the third quarter of 2002. Development cost for a 120-room hotel is estimated
at $7,800,000 for land development, building and improvements.
SUPREME HOSPITALITY-10SB12G- Registration Statement 2.
<PAGE>
The management of the Company believes that the Temecula Valley area will
continue to see unprecedented growth not seen since the mid 1980's. The Company
is poised to take advantage of that growth, given it can meet its financial
requirements.
The Company believes that through the acquisition of the land and
subsequent development of these properties, shareholder value will be increased.
The management team has the expertise to identify prime properties and negotiate
a fair price for the land and develop it and build a quality facility, which
will increase in value.
As is customary in the industry, the Company may pay a finder's fee for
locating an acquisition prospect. If any such fee is paid, it will be approved
by the Company's Board of Directors and will be in accordance with the industry
standards. Such fees are customarily between 1% and 5% of the size of the
transaction, based upon a sliding scale of the amount involved. Such fees are
typically in the range of 5% on a $1,000,000 transaction ratably down to 1% in a
$4,000,000 transaction. Management has adopted a policy that such a finder's fee
or real estate brokerage fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the Company, if such person
plays a material role in bringing in a transaction to the Company.
Item 3. DESCRIPTION OF PROPERTY.
A 90-room 3-story hotel, Temecula Valley Inn in Temecula, California,
was constructed and opened for business on December 5, 1998. It is one of the
premier hotel properties in the Temecula Valley. Though cyclical in nature, the
TVI's occupancy rates have continued to grow. TVI has chosen to remain
independent of any national or regional franchise in order to keep costs down
and allow for autonomous management TVI has developed its own website to take
advantage of the growing Internet market. The property's web address is
www.temeculavalley.com.
The Company currently serves the business traveler who requires
perceived value for the nightly rate he/she pays. Through active marketing to
various corporations the Company has been successful during its first year of
operations of attracting a reasonable volume of corporate business. On weekends,
the Company attracts customers who are typically in town to attend various
community functions including but not limited to the "Balloon and Wine Festival"
and the "Rod Run". During the summer months there are activities in the area
almost every weekend. Occupancy rates during these weekends approached 100% on
average during the first year of operations.
There are 11 hotels and motels, with 810 rooms, in the community area
including Temecula Valley Inn. The property has excellent visibility and easy
access from Interstate 15. There are numerous restaurants within walking
distance of the Hotel.
SUPREME HOSPITALITY-10SB12G - Registration Statement 3.
<PAGE>
The Company utilizes the services of Rezsolutions to assist in the booking of
the rooms. This firm charges 12% for reservations they make. The website
generates approximately 15% of business, whereas walk-ins average 20%, corporate
business averages 40%, AARP & AAA combined provide 25%.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information relating to the beneficial ownership
of Company common stock by those persons beneficially holding more than 5% of
the Company capital stock, by the Company's directors and executive officers,
and by all of the Company's directors as a group, as of June 9th, 2000.
(a) Security ownership of certain beneficial owners:
Class Name & Address No. of Shares Percent
--------------------------------------------------------------------------------
Common Stock Louise Davis 3,000,000 30
40596 Via Jalapa
Murrieta, CA. 92562
(b) Security ownership of Management
Class Name & Address No. of Shares Percent
--------------------------------------------------------------------------------
Common Stock Larry W. & Diana Lang 3,000,000 30
41919 Skywood Drive
Temecula, CA. 92591
Common Stock Floyd & Glenda Janeway 3,000,000 30
25060 Hancock Avenue
Suite- # 179
Murrieta, CA. 92562
SUPREME HOSPITALITY-10SB12G-Registration Statement 4.
<PAGE>
Item 5. Directors, Executive Officers, Promoters and Control Persons
Directors and Executive Officers.
The members of the Board of directors of the Company serve until the
next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the Board of Directors.
(a) Names and ages of directors and executive officers:
Directors
---------
Name Age Birth Date
---- --- ----------
Larry W. Lang 53 01/01/47
Diana Lang 54 01/30/46
Officers
Name Age Birth Date
---- --- ----------
Larry W. Lang 53 01/01/47
Diana Lang 54 01/30/46
(d) Positions and offices held:
Name Office
---- ------
Larry W. Lang President/CEO
Diana Lang Vice President
Diana Lang Secretary
Diana Lang Treasurer
(e) Term of office as director and period during which served:
Name Term Period
---- ---- ------
Larry W. Lang One Year 06/10/98 - 06/10/99
Diana Lang One Year 06/10/98 - 06/10/99
Larry W. Lang One Year 06/10/99 - Present
Diana Lang One Year 06/10/99 - Present
SUPREME HOSPITALITY-10SB12G-Registration Statement 5.
<PAGE>
Item 5.
(b) Significant Employees:
(1) Names and ages of employees or consultants:
Name Age Birth Date
--------------------------------------------------------------------
Larry W. Lang 53 01/01/47
Floyd Janeway 68 04/26/31
Robert Howell 44 08/08/55
Deborah Albamonte 35 07/22/64
Adelina Rivera 22 04/05/78
(2) Positions held:
Name Position
--------------------------------------------------------------------
Larry Lang Financial /Consultant
Floyd Janeway Operations Mgr/Consultant
Robert Howell Financial Advisor/Consultant
Deborah Albamonte Hotel Director/Employee
Adelina Rivera Administrative Assistant/Employee
(3) Term of employment/consultant served:
Name Period
--------------------------------------------------------------------
Larry W. Lang 03/09/98 - Present
Diana Lang 03/09/98 - Present
Robert Howell 01/01/97 - Present
Deborah Albamonte 12/04/98 - Present
Adelina Rivers 12/28/98 - Present
(c) Family Relationships:
Larry W. Lang, President/ CEO and Diana Lang, Vice
President/Secretary/Treasurer. They are husband and wife and
also comprise the Board of Directors.
SUPREME HOSPITALITY-10SB12G-Registration Statement 6.
<PAGE>
Item 5.
Key Management:
The Company's executive management team consists of Larry Lang, chief
Executive Officer and President, Floyd Janeway, Operations Manager and Robert
Howell, Financial Advisor.
Mr. Larry Lang is a Registered Engineer in 17 states. Mr. Lang, through
his company Mexam, Inc., provided structural engineering consulting to a number
of companies. He has over 30 years experience. He was responsible for the joist
design for the Ontario Mills Mall in Ontario, California as well as the casino,
New York, New York in Las Vegas, Nevada. Mr. Lang obtained his General
Contractor's License in California in April 1998 and through his construction
company Lang Construction & Dev., Inc. was the general contractor responsible
for building of Temecula Valley Inn. Mr. Lang has been involved in the
hospitality industry for the last for years, with the assistance of Mr. Janeway;
Mr. Lang acquired the land, designed and constructed Temecula Valley Inn.
Mr. Floyd Janeway comes to the Company with over 45 years experience as
a successful independent businessman. Mr. Janeway was onsite daily assisting
with the oversight of the construction of Temecula Valley Inn as Construction
Manager. Mr. Janeway has been responsible for overseeing Temecula Valley Inn
since it opened as Operations Manager. Mr. Janeway negotiated the purchase
option for the Temecula Valley Inn and the Redding property. A majority of Mr.
Janeway's experience has been in the real estate development business. He has
developed both residential and commercial properties her himself and others. Mr.
Janeway not only continues to manage the current hotel property but he is
involved in forward planning of additional site locations.
Mr. Robert Howell comes to the Company with over 18 years experience in
finance, accounting and computer network systems as both a consultant and
employee for various real estate development companies in Arizona, California
and Nevada. Mr. Howell is currently acting Chief financial Officer on a
consulting basis for National Land Corporation and its subsidiaries including
St. James's Village, Inc., owner developer of a 537 lot master planned community
in the foothills of the Sierra Nevada Mountains south of Reno, Nevada mountains
south of Reno, Nevada. Mr. Howell also spent a number of years consulting for
Woodbridge Development, Silveroak Development and Alper Development in southern
California. A graduate of Arizona State University, with a Bachelor of Science
in Accounting, Mr. Howell became a Certified Public Accountant in 1983. He
gained his accounting experience working for KMPG Peat Marwick, in Phoenix,
Arizona.
SUPREME HOSPITALITY-10SB12G-Registration Statement 7.
<PAGE>
Item 6. Executive compensation
Larry W. Lang, President/CEO, receives no salary or bonus, but does
have a consulting agreement with TVI, Inc. and is paid based on services
rendered on a bi-monthly basis. TVI, Inc. reimburses his automobile payments and
insurance for the same. The Company also pays for the term insurance policies
that he has in case of his death. All expenses pertaining to TVI, Inc. are
reimbursed.
Diana Lang, Vice President/Secretary Treasurer does not receive any
salary, bonus or other compensation benefits.
The following table indicates all compensation to Larry W. Lang:
Consulting Automobile Term Life
Year Fees Payment Insurance Insurance
--------------------------------------------------------------------------------
1999 $33,000 $1,183.65 $712.33 $1,380.29
2000 48,000(1) 1,578.20 (2) 445.13(3)
1. The consulting fees for year 2000, per contract, is $4,000 per month
Paid bi-monthly.
2. Larry W. Lang will personally pay the automobile insurance Premiums
for year 2000.
3. The Term Life Insurance Premiums remaining for year 2000 is
$3,396.05. The policy was written during the latter part of 1999.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Corporation was organized as "GRUBSTAKE, INC" and incorporated
under the laws of the state of Nevada on November 10, 1997.
On December 1, 1998, the company amended its Articles of Incorporation
which changed the Company's name to "Richwood, Inc.".
On April 17, 2000, the Company amended its Articles of Incorporation
which changed the Company's name to "Supreme Hospitality" increased it's
capitalization to 50,000,000 shares of common stock, par value of $.0001 and
1,000,000 shares of preferred stock with a par value of $.0001. Furthermore the
Company forward split its issued common stock (40:1).
SUPREME HOSPITALITY-10SB12G-Registration Statement 8.
<PAGE>
Item 7.
On April 30, 2000, the Board of Directors of the Corporation passed a
resolution to accept an agreement for the exchange of common stock between
Supreme Hospitality, a Nevada Corporation and Temecula Valley Inn, Inc., a
Nevada corporation. The Board of Directors also authorized the Transfer Agent to
issue to shareholders 9,000,000 shares of the common stock of Supreme
Hospitality, a Nevada corporation, $0.0001 par value from its treasury so as the
amount of shares then issued would be equal to 90% of the combined total of
10,000,000 outstanding shares, in exchange for the 100% of the issued and
outstanding shares of Temecula Valley Inn, Inc. a Nevada corporation, such that
Temecula Valley Inn, Inc. a Nevada corporation shall become a wholly owned
subsidiary of Supreme Hospitality, a Nevada corporation.
As of the date of this filing 10,000,000 shares of the common stock and
none of the preferred stock was outstanding.
Of the issued and outstanding common stock, 9,000,000 shares are held
either directly or beneficially by the Corporation's sole director, Larry Lang
and two affiliates of the Corporation, Floyd Janeway and Louise Davis. The
remaining 1,000,000 shares of the issued and outstanding common stock are held
by 300 shareholders who are not affiliates of the Corporation. As evidenced by
the original certificates and corporate minutes, these shares were originally
issued on December 1, 1998.
Item 8. DESCRIPTION OF SECURITIES
Each shareholder of Common stock, either in person or by proxy, may
cast one vote per share of Common stock held on all matters to be voted on. The
presence, in person or by proxy, of the holders of a majority of the total
number of shares entitled to vote constitutes a quorum for the transaction of
business. Assuming that a quorum is present, the affirmative vote of a majority
of the shares of the Company present in person or represented by proxy is
required. The company's articles do not provide for cumulative voting or
preemptive rights. There are no outstanding options or warrants of any kind for
the company's stock.
PART II
Item 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.
As of June 9th, 2000, there were 304 stockholders of record. No
dividends have been declared on the Company's stock, nor does the Company
foresee any dividends being declared in the near future.
SUPREME HOSPITALITY-10SB12G-Registration Statement 9.
<PAGE>
Item 2. LEGAL PROCEEDINGS.
Not applicable.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON
ACCOUNTING.
Not applicable.
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's By-laws require the Company to indemnify and advance
expenses to any officer who incurs liability or expense by reason of such person
acting as
director of the Corporation, to the fullest extent allowed by Nevada Law. The
corporation shall indemnify any and all of its directors or officers or former
directors or former officers or any person who may have served at its request as
director or officer of another corporation in which it owns shares of capital
stock or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party by reason
of being or having been directors or officers or a director or officer of the
corporation, or such other corporation, except, in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct, in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-law, agreement, vote of stockholders or otherwise.
PART F/S
FINANCIAL STATEMENTS
The consolidated financial statements of the Company required to be included in
Part F/S are set forth below.
SUPREME HOSPITALITY-10SB12G-Registration Statement 10.
<PAGE>
TABLE OF CONTENTS
-----------------
INDEPENDENT AUDITORS REPORT F-1
ASSETS F-2
LIABILITIES AND STOCKHOLDERS' EQUITY F-3
STATEMENT OF OPERATIONS F-4
STATEMENT OF STOCKHOLDERS' EQUITY F-5
STATEMENT OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7-10
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
FINANCIAL STATEMENTS
April 29, 2000
December 31, 1999
December 31, 1998
<PAGE>
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS' REPORT
----------------------------
Board of Directors May 22, 2000
SUPREME HOSPITALITY
Temecula, California
I have audited the accompanying Balance Sheets of SUPREME HOSPITALITY, (Formerly
RICHWOOD, INC.), Formerly GRUBSTAKE, INC.), (a Development Stage Company) as of
April 29, 2000, December 31, 1999, and December 31, 1998, and the related
statements of operations, stockholders' equity and cash flows for the period
January 1, 2000 to April 29, 2000, and the two years ended December 31, 1999,
and December 31, 1998. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of SUPREME HOSPITALITY, (Formerly
RICHWOOD, INC.), Formerly GRUBSTAKE, INC.), (a Development Stage Company) as of
April 29, 2000, December 31, 1999, and December 31, 1998, and the related
statements of operations, stockholders' equity and cash flows for the period
January 1, 2000 to April 29, 2000, and the two years ended December 31, 1999,
and December 31, 1998, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #5 to the financial
statements, the Company has suffered recurring losses from operations and has no
established source of revenue. This raises substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters is
described in Note #5. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
F-1
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
BALANCE SHEET
-------------
ASSETS
------
April December December
29, 2000 31, 1999 31, 1998
-------- -------- --------
CURRENT ASSETS $ 0 $ 0 $ 0
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
OTHER ASSETS $ 0 $ 0 $ 0
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
TOTAL ASSETS $ 0 $ 0 $ 0
The accompanying notes are an integral part of these financial statements.
F-2
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
BALANCE SHEET
-------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
April December December
29, 2000 31, 1999 31, 1998
CURRENT LIABILITIES
Officers' advances (Note #8) $ 425 $ 225 $ 170
--------- -------- --------
TOTAL CURRENT LIABILITIES
STOCKHOLDERS' EQUITY (Note #4)
Preferred stock
Par value $0.0001
Authorized 1,000,000
Issued and outstanding
April 29, 2000-None $ 0
Common stock
No par value
Authorized 25,000 shares
Issued and outstanding at
December 31, 1998-
25,000 shares $ 2,500
December 31, 1999-
25,000 shares $ 2,500
Common stock
Par value $0.0001
Authorized 50,000 shares
Issued and outstanding at
April 29, 2000-
1,000,000 shares 100
Additional Paid-In Capital 2,400 0 0
Deficit accumulated during
the development stage -2,925 -2,755 -2,670
--------- -------- --------
TOTAL STOCKHOLDERS' EQUITY $ -425 $ -255 $ -170
--------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 0 $ 0 $ 0
--------- -------- --------
The accompanying notes are an integral part of these financial statements.
F-3
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
STATEMENT OF OPERATIONS
-----------------------
Jan. 1, Year Year Nov. 10, 1997
2000 to, Ended Ended (Inception)
Apr. 29, Dec. 31, Dec. 31, to Apr. 29,
2000 1999 1998 2000
---- ---- ---- ----
INCOME $ 0 $ 0 $ 0 $ 0
---------- ---------- --------- ---------
Revenue
EXPENSES
General, Selling and
Administrative $ 170 $ 85 $ 2,670 $ 2,925
--------------------------------------------
TOTAL EXPENSES $ 170 $ 85 $ 2,670 $ 2,925
NET PROFIT/LOSS(-) $ -170 $ -85 $ -2,670 $ -2,925
Net Loss per share-
Basic and diluted
(Note #2) $ -0002 $ -.0001 $ -.0027 $ -.0029
Weighted average
Number of common
shares outstanding 1,000,000 1,000,000 1,000,000 1,000,000
--------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements.
F-4
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
--------------------------------------------
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
------ ------ ---------- -------
December 1, 1998
Issued for Cash 25,000 $ 2,500 $ 0
Net loss year ended
December 31, 1998 $ -2,670
------- -------- --------- --------
Balance
December 31, 1998 25,000 $ 2,500 $ 0 $ -2,670
Net loss year ended
December 31, 1999 -85
------- -------- --------- --------
Balance
December 31, 1999 25,000 $ 2,500 $ 0 $ -2,755
------- -------- --------- --------
April 17, 2000
Changed Par Value -2,498 +2,498
April 17, 2000
Forward Stock Split
40 for 1 975,000 +98 -98
Net Loss
January 1, 2000 to
April 29, 2000
------- -------- --------- --------
Balance,
April 29, 2000 1,000,000 $ 100 $ 2,400 $ -2,925
--------- -------- --------- --------
The accompanying notes are an integral part of these financial statements.
F-5
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
Jan. 1, Year Year Nov. 10, 1997
2000 to, Ended Ended (Inception)
Apr. 29, Dec. 31, Dec. 31, to Apr. 29,
2000 1999 1998 2000
---- ---- ---- ----
Cash Flows from
Operating Activities
Net Loss $ -170 $ -85 $ -2,670 $ -2,925
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities
Changes in assets and
Liabilities
Officers' Advances 170 +85 +170 +425
--------- --------- --------- ---------
Net cash used in
Operating activities $ 0 $ 0 $ -2,500 $ -2,500
Cash Flows from
Investing Activities 0 0 0 0
Cash Flows from
Financing Activities
Issuance of Common
Stock for Cash 0 0 +2,500 +2,500
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of period 0 0 0 0
--------- --------- --------- ---------
Cash, End of Period $ 0 $ 0 $ 0 $ 0
--------- --------- --------- ---------
The accompanying notes are an integral part of these financial statements.
F-6
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 29, 2000, December 31, 1999, and December 31, 1998
NOTE 1-HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized November 10, 1997, under the laws of the
State of Nevada as GRUBSTAKE, INC. The Company currently has no
operations and in accordance with SFAS #7, is considered a development
company. On December 1, 1998, the Company changed its name to RICHWOOD,
INC. On April 17, 2000, the Company changed its name to SUPREME
HOSPITALITY.
NOTE 2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
-----------------
The Company records income and expenses on the accrual method.
Estimates
-----------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ
from estimates.
Cash and Equivalents
--------------------
The Company maintains a cash balance in a non-interest-bearing bank
that currently does not exceed federally insured limits. For the
purpose of the statements of cash flows, all highly liquid investments
with the maturity of three months or less are considered to be cash
equivalents. `there are no cash equivalents as of April 29, 2000.
Income Taxes
------------
Income taxes are provided for using the liability method of accounting
in accordance with Statement of Financial Accounting Standards No. 109
(SFAS #109) " Accounting for Income Taxes". A deferred tax asset or
liability is recorded for all temporary difference between financial
and tax reporting. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
F-7
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
April 29, 2000, December 31, 1999, and December 31, 1998
NOTE 2- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reporting on Costs of Start-Up Activities
-----------------------------------------
Loss Per Share
--------------
Year End
--------
Statement of Position 98-5 ("SOP 98-5"), "Reporting on the Costs of Start-Up
Activities" which provides guidance on the financial reporting of start-up costs
and organization costs. It requires most costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is effective for fiscal
years beginning after December 15, 1998. With the adoption of SOP 98-5, there
has been little or no effect on the company's financial statements.
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted
loss per share reflects per share amounts that would have resulted if dilative
common stock equivalents had been converted to common stock. As of April 29,
2000, the Company had no dilative common stock equivalents such as stock
options.
The Company has selected December 31, as its fiscal year-end.
NOTE 3- INCOME TAXES
--------------------
There is no provision for income taxes for the period ended April 29, 2000, due
to the net loss and no state income tax in Nevada, the state of the Company's
domicile and operations. The Company's total deferred tax asset as of December
31, 1999 is as follows:
Net operation loss carry forward $2,755
Valuation allowance $2,755
Net deferred tax asset $ 0
The federal net operating loss carry forward will expire between 2018 and 2019.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
F-8
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
April 29, 2000, December 31, 1999, and December 31, 1998
NOTE 4-STOCKHOLDERS' EQUITY
Common Stock
------------
The authorized common stock of the corporation consists of 50,000,000
shares with a par value $0.0001 per share.
Preferred Stock
---------------
SUPREME HOSPITALITY has 1,000,000 shares of preferred stock, with a par
value of $.0001.
On December 1, 1998, the Company issued 25,000 shares of its no par
value common stock for cash of $2,500.00.
On October 25, 1999, the State of Nevada approved the Company's
restated Articles of Incorporation, which increased its capitalization
from 25,000 common shares to 50,000,000 common shares, and changed the
par value from no par value to $0.0001.
On April 17, 2000, the Company approved a forward stock split on the
basis of 40 for 1, thus increasing the common stock from 25,000 shares
1,000,000 shares.
NOTE 5-GOING CONCERN
The Company's financial statements are prepared using generally
accepted accounting principles applicable to a going concern, which
contemplates the realization of assets and liquidation of liabilities
in the normal course of business. However, the Company does not have
significant cash or other material assets, nor does it have an
established source of revenues sufficient to cover its operating costs
and to allow it to continue as a going concern.
NOTE 6-WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional
shares of common or preferred stock.
F-9
<PAGE>
SUPREME HOSPITALITY
(Formerly RICHWOOD, INC.)
(Formerly GRUBSTAKE, INC.)
(A Development State Company)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
-----------------------------------------
April 29, 2000, December 31, 1999, and December 31, 1998
NOTE 7-RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An
officer of the corporation provides office services without charge.
Such costs are immaterial to the financial statements and accordingly,
have not been reflected therein. The officers and directors of the
Company are involved in other business activities and may in the
future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a
conflict in selecting between the Company and their other business
interests. The Company has not formulated a policy for the resolution
of such conflicts.
NOTE 8-OFFICERS ADVANCES
While the Company is seeking additional capital through a merger with
an existing company, an officer of the Company has advanced funds on
behalf of the Company to pay for any costs incurred by it. These funds
are interest free.
NOTE 9-SUBSEQUENT EVENTS (UNAUDITED)
On April 30, 2000, the Company bought 100% of the issued and
outstanding shares of Temecula Valley Inn, Inc., a Nevada corporation,
such that Temecula Valley Inn, Inc., a Nevada corporation shall become
a wholly owned subsidiary of SUPREME HOSPITALITY, a Nevada corporation,
for 9,000,000 common shares of SUPREME HOSPITALITY. Temecula Valley
Inn, Inc. owns a ninety-room hotel in Temecula, California. This
transaction is valued a $5,592,823, which represents the net total
assets of Temecula Valley Inn, Inc., as of February 29, 2000 and
F-10
<PAGE>
TEMECULA VALLEY INN, INC.
AUDITED FINANCIAL STATEMENTS
FEBRUARY 29, 2000
<PAGE>
NYSTROM 6 COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
TABLE OF CONTENTS
Page No.
INDEPENDENT AUDITORS' REPORT ............................................... 1
FINANCIAL STATEMENTS
Balance Sheet, February 29, 2000 .................................... 2
Statement of Income,
For the two months ended February 29, 2000 .......................... 3
Statement of Stockholders! Equity (Deficit),
For the two months ended February 29, 2000 .......................... 4
Statement of Cash Flows,
For the two months ended February 29, 2000 ..................... 5
Notes to the Financial Statements .......................................... 6
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
REDING, CALIFORNIA
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Stockholders
Temecula Valley Inn, Inc.
Temecula, California
We have audited the accompanying balance sheet of Temecula Valley Inn, Inc. (a
Nevada S corporation) as of February 29, 2000, and the related statements of
income, stockholders' equity (deficit), and cash flows for the two months then
ended. 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.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes. examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement. presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements. referred to above present fairly; in
all material respects; the financial position of Temecula Valley Inn, Inc. as of
February 29, 2000, and tile results of its operations and its cash flows for the
two months then ended in conformity with generally accepted accounting
principles.
Nystrom & Company, LLP
April 17, 2000
Page 1
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
<S> <C>
CURRENT LIABILITIES:
Trade accounts payable $ 138,122
Accrued interest 38,602
Accrued other liabilities 19,314
Guest advance deposits 11,935
Current maturities of long-term debt 299,686
Total current liabilities 507,659
LONG-TERM DEBT, NET OF CURRENT MATURITIES 5,173,689
Total liabilities 5,681,348
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, no par value; 25,000
shares authorized, 21,000 shares
issued and outstanding 3,000
Retained (deficit) (91,525)
Total stockholders' equity (deficit) (88,525)
Total liabilities and stockholders' equity (deficit) $ 5,592,823
</TABLE>
Page 2
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
STATEMENT OF INCOME
FOR THE TWO MONTHS ENDED FEBRUARY 29, 2000
REVENUES $ 178,053
---------
OPERATING EXPENSES:
Salaries 43,124
Depreciation and amortization 40,478
Professional fees 28,710
Other operating expenses 19,996
Utilities 12,365
Property taxes 11,670
Payroll tax and other personnel costs 8,948
Repairs and maintenance 6,271
---------
Total operating expenses 171,562
---------
INCOME FROM OPERATIONS 6,491
---------
OTHER INCOME (EXPENSE):
Interest expense (98,016)
Total other income (expense) (98,016)
NET (LOSS)
$(91, 525)
---------
The accompanying notes are an integral part of these financial statements.
Page 3
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE TWO MONTHS ENDED FEBRUARY 29, 2000
COMMON RETAINED
STOCK (DEFICIT)
----------- -----------
BALANCES, JANUARY 1, 2000 $ - $ -
Issuance of 21,000 shares of
common stock in exchange
for personal services 3,000 -
Net (loss) - (91, 525)
----------- -----------
BALANCES, FEBRUARY 29, 2000 $ 3,000 $ (91,525)
----------- -----------
The accompanying notes are an integral part of these financial statements.
Page 4
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
STATEMENT OF CASH FLOWS
FOR THE TWO MONTHS ENDED FEBRUARY 29, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(91,525)
Adjustments to reconcile net (loss) to net
cash (used) by operating activities:
Depreciation 39,648
Amortization 830
Consulting fees performed for stock 3,000
(Increase) decrease in:
Receivables (8,013)
Other current assets (1,906)
Increase (decrease) in:
Trade accounts payable 25,242
Accrued interest 14,877
Accrued other liabilities (533)
Guest advance deposits (2,624)
--------
Net cash (used) by operating activities (21,004)
--------
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash received on note receivable, stockholder 40,000
--------
Net cash provided by investing activities 40,000
--------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash paid on long-term debt (22,107)
Net cash (used) by financing activities (22,107)
NET (DECREASE) IN CASH (3,111)
CASH, JANUARY 1, 2000 14,021
--------
CASH, FEBRUARY 29, 2000 $ 10,910
--------
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 83,139
--------
NON CASH TRANSACTIONS:
As described in Note 1, 21,000 shares of common stock were issued for personal
services, a note receivable, and all of the assets and liabilities of Temecula
Valley Inn, a proprietorship.
The accompanying notes are an integral part of these financial statements.
Page 5
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF OPERATIONS AND BASIS OF ACCOUNTING.
Temecula Valley Inn, Inc. (Company) is a corporation organized under
the laws of the state of Nevada. The Company operates a ninety-room
hotel in Temecula, California.
INCORPORATION AND CHANGE IN TAX STATUS
Effective January 1, 2000, the Company was incorporated by issuing
21,000 shares of no par value common stock in exchange for all the
assets and liabilities of Temecula Valley Inn, a proprietorship, a note
receivable from a stockholder and personal services valued at $3,000.
The assets and liabilities were recorded in the accompanying financial
statements at the proprietorship's historical cost basis as summarized
below:
Cash $ 14,021
Receivables 17, 722
Note receivable, stockholder 89,984
Other current assets 15,498
Property and equipment, net 5,473,053
Other assets 56,215
Trade accounts payable (112,880)
Accrued interest (23,725)
Accrued liabilities (19,847)
Guest advance deposits (14,559)
Long-term debt (5,495,482)
Common stock of $3,000 was recorded.
INCOME TAXES
Effective with the incorporation, the Company's stockholders elected
under the Internal Revenue Code to be an S corporation. In lieu of
corporation income taxes, the stockholders of an S corporation are
taxed on their proportionate share of the Company's taxable income.
Therefore, no provision or liability for income taxes has been included
in the financial statements
(Continued on following page)
Page 6
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Accordingly, actual results could differ from those
estimates.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all
short term debt securities purchased with a maturity of three months or
less to be cash equivalents.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Losses on uncollectible accounts receivable are recognized when such
losses become known or indicated. No allowance for doubtful accounts
has been reflected at February 29, 2000; as management believes all
accounts are fully collectible.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. Depreciation is provided on
the straight-line method over the following estimated useful lives:
Building and improvements 40 years
Land improvements 15 - 20 years
Furniture and equipment 7 - 10 years
INTANGIBLE ASSETS
Loan fees are being amortized over the terms of the related long-term
notes payable on a straight-line basis.
(Continued on following page)
Page 7
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
<TABLE>
<CAPTION>
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying value of cash equivalents, receivables and accounts
payable approximates fair value due to the short maturity of these
instruments. The carrying value of short and long-term debt
approximates fair value based on discounting the projected cash flows
using market rates available for similar maturities. None of the
financial instruments are held for trading purposes.
NOTE 2 LONG-TERM DEBT
Long-term debt at February 29, 2000 consists of the following:
<S> <C>
Note payable to Valley Independent Bank, collateralized by the
Company's real property, payable in monthly installments of $21,981
including interest at prime plus 1%, final payment due April, 2006. The
prime rate at February 29, 2000 was 8.25%. $2,746,427
Note payable to Temecula Valley Bank, guaranteed by the Small Business
Administration, payable in monthly installments of $9,453, including
interest at prime plus 2%, final payment due February, 2023,
collateralized by the Company's real property. The prime rate at
February 29, 2000 was 8.5%. 986,397
Note payable to Donald Coop, payable in monthly installments of $4,825,
including interest at 10%, final payment due February, 2003,
collateralized by the Company's real property. 491,726
Capital lease obligation payable to Telerent Leasing, payable in
monthly installments of $28,800, including interest ranging from 12.4%
to 14.4%, final payment due February, 2004, collateralized by assets
leased from Telerent Leasing. 1,078,477
(Continued on following page)
Page 8
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 2 LONG-TERM DEBT
(Continued)
Note payable to Eastern Municipal Water District, payable in monthly
installments of $2,454, including interest at 10%, final payment due
November, 2023; in the event of default, water service could be
discontinued. 91,756
Unsecured note payable to City of Temecula, including interest at 8%,
payable in full September, 2000. 55,637
Note payable to Temecula Valley Bank, payable in monthly installments
of $500, including interest at 8% per annum, final payment due
September, 2004, collateralized by 2000 Chevrolet Impala. 22,955
Total long-term debt 5,473,375
Less current maturities 299,686
----------
Long-term debt, net of current maturities $5,173,689
----------
Maturities of long-term debt for the 10 months ending December 31, 2000
and the five years following are as follows:
December 31, Amount
------------ ------
2000 (ten months) $ 290,138
2001 293,416
2002 335,192
2003 831,745
2004 110, 780
2005 32,759
Thereafter 3,579,345
----------
$5,473,375
</TABLE>
(Continued on following page)
Page 9
<PAGE>
NYSTROM & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 3 CAPITAL LEASE
The Company leases furniture and equipment, building improvements and
land improvements from a leasing company under a capital lease. The
economic substance of the lease is that the Company is financing the
acquisition of the assets through the lease, and accordingly, it is
recorded in the Company's assets and liabilities.
Land improvements $ 43,347
Building improvements 256,514
Furniture and equipment 984,430
-------
1,284,291
Less accumulated depreciation 181,067
-------
$1,103,224
The lease agreement contains a bargain purchase option at the end of
the lease term.
The following is a schedule of future minimum lease payments required
under the lease together with their net present value as of February
29, 2000:
December 31. Amount
----------- ---------
2000 (ten months) $ 318,977
2001 345,600
2002 345,600
2003 345,600
2004 79, 368
Thereafter -
----------
Total minimum lease payments 1,435,145
Amount representing interest (356,668)
Present value of net minimum lease payments 1,078,477
Current portion (188,149)
----------
Long-term capital lease obligation $ 890,328
----------
(Continued on following page)
Page 10
<PAGE>
NYSTROM 8 COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS
TEMECULA VALLEY INN, INC.
NOTES TO THE FINANCIAL STATEMENTS
FEBRUARY 29, 2000
NOTE 4 SUBSEQUENT EVENTS
On March 22, 2000 the Company entered into a consulting agreement to
acquire a shell corporation with the intent of taking the Company
public.
Page 11
<PAGE>
PART III
Item 1. Index to Exhibits.
Exhibit 1. Articles of Incorporation.
Exhibit 2. Amendment to Articles of Incorporation.
Exhibit 3. Bylaws.
Exhibit 4. Resolution of Board of Directors.
Exhibit 5. Agreement for the Exchange of Common Stock.
ITEM 2. Description of Exhibits.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
Supreme Hospitality
-------------------
(Registrant)
Date: June 29, 2000 By: /s/ Larry W. Lang
----------------------------------
Larry W. Lang, President
<PAGE>
EXHIBIT 1
ARTICLES OF
INCORPORATION
of
SUPREME HOSPITALITY
(Formerly Richwood, Inc.)
(Formerly Grubstake, Inc.)
THE UNDERSIGNED, of the age of twenty-one or over, for the purpose of forming a
corporation pursuant to Nevada revised statutes, Section 78.030 through 78.03 5
do hereby execute the following Certificate of Incorporation:
FIRST: The name of the Corporation is: SUPREME HOSPITALITY (Formerly
RICHWOOD, INC.) (Formerly GRUBSTAKE,, INC.)
SECOND: This Corporation is to issue shares with no par value per
share. The total number of shares that may be issued by the Corporation is
25,000.
THIRD: The Corporation may vest authority in the Board of Directors to
fix and determine if the Corporation is to issue more than one or any class of
stock, as provided by NRS 78.195.
FOURTH: The number of Directors constituting the initial Board of
Directors shall be 1 and the names and addresses of the Directors are as
follows:
NAME ADDRESS
Anne Angell 3020 West Charleston Boulevard, Las Vegas, NV 89102
FIFTH: The capital stock shall not be subject to assessment to pay the
debts of the Corporation and no stock issued as fully paid-up shall ever be
assessable or assessed.
SIXTH.: The names and addresses of the Incorporators are as follows:
NAME ADDRESS
Anne Angell 3020 West Charleston Boulevard, Las Vegas, NV 89102
SEVENTH: The duration of the Corporation shall be for a term of
unlimited year.
<PAGE>
EIGHTH: The directors or officers of the Corporation, Frances Brush
Ruggieri are to have eliminated personal liability for damages for breach of
fiduciary duty as directors or officers except acts or omissions which involves:
a) intentional misconduct, fraud of a knowing violation of law or
b) the payment of dividends in violation of NRS 78.300.
NINTH: The address and name of the resident agent is:
NAME ADDRESS
Navada Legal Forms 3020 West Charleston Blvd.
Las Vegas Nevada, 89102
TENTH: The effective date of the Certificate of Incorporation shall be
upon filing.
ELEVENTH The purpose or purposes for which the Corporation is organized
are:
To engage in any lawful act or activity for which corporations may be organized.
To represent vendors, manufacturers, importers, sellers, dealers of any kind for
the purpose of to sell, distribute, advertise, import, export their product to
all trades in all territories in the world. To purchase, take, receive,
subscribe for, or otherwise acquire, buy; sell, exchange, grow, produce,
manufacture, process, market, export, import, handle, store, distribute, own,
hold, vote, use, employ, sell, mortgage, store, distribute and otherwise deal in
any and all articles of any of all different products, both at wholesale and
retail, and acquire, construct, maintain, operate, buy, sell, lend, pledge, and
deal in and with stores selling such goods, wares and merchandise. to acquire,
construct, establish, maintain, operate or sell or dispose of any factories,
plants, warehouses, machinery and equipment, markets, stores, depots and
gathering and delivery routes and systems for such purpose in any state of the
United States of America or the District of Columbia or any foreign country
To engage in the business of bottling all foods, liquids, liquors, beverages,
and fluids that may legally be possessed, bottled and sold, to sell and
distribute such food and drinks when bottled; to purchase or manufacture such
food, liquors, or both; to manufacture, buy, sell, import, and export, such
bottled foods, liquids, and liquors and the bottles in which they are contained
as well as the case necessary to hold such bottles in distribution
To generally deal in any and all articles of food, food products, household
products, groceries, dairy products, wines, liquors, beverages of all kind, meat
and meat products, vegetables and vegetable products, provisions, produce,
poultry, fish, game, and food supplies of all kind, both at wholesale and
retail, and any other articles
To manufacture, process, purchase, sell, and generally trade and deal in and
with goods, commodities, wares, and merchandise of every kind, nature and
<PAGE>
description; to produce, raise, grow, process, and deal in and with any product
of every nature, whether products of plants, animals or trees; to produce,
raise, catch, cake, process, and deal in and with fish, sea foods, and maritime
products of every nature; to produce, raise, grow, cut, process, and deal in and
with timber and forest products of every nature; to extract, mine for, process,
and deal in and with mineral products of every nature; to own, operate and carry
on a transportation business as a private, contract, or common carrier by any
means of transportation whatsoever; to engage and participate in any mercantile,
manufacturing, industrial, trading, agricultural, fishing, lumbering, maritime,
mining, oil mining, or mineral extractive, or transportation. Business of any
kind or character whatsoever; to build, equip, and operate any buildings,
apartment houses, structures, condominiums, factories, warehouses, or
facilities, either for its own use and occupancy or for renting, leasing,
letting, and operating to others; and to do any and every act or acts, thing or
things necessary or incident to, growing out of, or connected with the usual
conduct of such businesses, or any of them, or of any part of parts thereof, for
the accomplishment of arty of such purposes.
Primarily to purchase, own, and hold the stock of other corporations,
and to do every act and thing covered generally by the domination "holding
corporation," and especially to direct the operations of their corporations
through the ownership of stock therein; to purchase, subscribe for, acquire,
own, hold, sell exchange, assign, transfer, create security interests in, pledge
or otherwise dispose of shares or voting trust certificates, for shares of the
capital stock or any bonds, notes, securities, or evidences of indebtedness,
created by state or district or country, nation, or government and also bonds or
evidences or indebtedness of the United States or of any state, district,
territory, dependency or country or nation, or government and also bonds or
evidences or indebtedness of the United States of any state, district,
territory, dependency or country or subdivision or municipality thereof to issue
in exchange therefore shares of the capital stock, bonds, notes, or other
obligations of the Corporation and while the owner thereof to exercise all the
rights, powers, and privileges of ownership including the right to vote on any
shares of stock or voting trust certificates so owned; to promote. lend money
to, and guarantee the dividends, stocks, bonds, notes, evidences of
indebtedness, contracts, or other obligations, of and otherwise aid in any
manner which shall be lawful, any corporation or association of which any bonds,
stocks, voting trust certificates, or other securities or evidences of
indebtedness shall by or for this corporation, or in which, or in the welfare of
which, this Corporation shall stave any interest, and to do any acts and things
permitted by law and designed to protect, preserve, improve, or enhance the
value of any such bonds, stocks, or other securities of evidences of
indebtedness or the property of this Corporation.
To erect, construct, establish, purchase, lease, and otherwise acquire,
and to hold, use, equip, outfit, supply, service, maintain, operate, sell, and
otherwise dispose of, restaurants, inns, taverns, cafes, cafeterias, grills,
automats, buffets, diners, delicatessens, lunch rooms, coffee shops,
luncheonettes, ice cream parlors, milk bars, candy stores, soda fountains,
bakeries, kitchens, bars, saloons, cocktail lounges, banquet halls, catering
establishments, concessions, and other eating and drinking places and
<PAGE>
establishments of every kind and description, and checkrooms. newsstands, and
cigar, cigarette, arid tobacco stands and stores, and generally to conduct the
business of restauranteurs, caterers, innkeepers, tobacconists, balers,
butchers, cooks, concessionaires, and purveyors, suppliers, preparers, servers,
and dispensers of food and drink, and to engage in all activities to render all
services, and to buy, sell, use, handle, and deal in all fixtures, machinery,
apparatus, equipment, accessories, tools, materials, products, and merchandise
incidental or related thereto, or of use therein.
To manufacture, produce, treat, purchase, and otherwise acquire, cook,
bake, and otherwise prepare, can, bottle, and otherwise package, and exchange,
distribute, sell and otherwise dispose of, handle, market, store, import,
export, drat and trade in and with confections, extracts, syrups, food, and food
products of every kind and description, coffee, tea, cocoa, wines, liquors, ale,
beer, sodas; and other drinks and beverages of every kind and description, ice
cubes, crushed and block ice, cigars, cigarettes, tobacco, and smoking supplies;
and products, books, newspapers, magazines, and other publications, and all
similar, kindred, and allied articles, products and merchandise.
To acquire, by purchase, take, receive, lease, own, hold, improve, use,
exchange, or otherwise, all or any part of or any interest in, the properties,
assets, business, and goodwill of any one or more persons, firms, associations.
or corporations, heretofore or hereafter engaged in any business for which a
corporation may now or hereafter be organized under the laws of this state; to
pay fur the same in cash, property, or its own To !end money and use its credit
to assist its employees. To lend money for its corporate purposes, invest and
reinvest its fund, and take and hold real and personal property as security for
the payment of funds so loaned or invested.
To carry on its operations and conduct business in any state, in the
District of Columbia, and in any territory, dependency, or possession of the
United States, and in any foreign country
To act for itself or others and represent others in the development,
promotion, exploitation, and marketing of new devices and ideas with respect to
any merchantable product and for such purpose to engage in arty advertising,
circularization, and all ocher lawful means of public education adopted to that
end.
To purchase, hold, cancel, reissue, sell, exchange, transfer, or
otherwise deaf in its own shares from time to time to such an extent and in such
manner and upon such terms as the Board of Directors of the Corporation shall
determine; provided that this Corporation shall determine; provided that this
Corporation shall not use its funds or property for the purchase of its own
shares when such use would cause any impairment of its capital, except to the
extent permitted by law, and provided further that shares of the Corporation
belonging to it shall not be voted upon directly or indirect. To invest and deal
with the funds of this Corporation in any manner, and to acquire by purchase or
otherwise the stocks, bonds, notes, debentures, and other securities and
obligations of any government, state, municipality, corporation, association, or
partnership, domestic or foreign and; while owner of any such securities or
obligations, to exercise all the right to vote thereon for any and all purposes.
To sue and be sued, complain and defend, in its Corporate name.
Nothing contained in this Certificate of incorporation shall be deemed
to authorize or permit this Corporation to carry on any business, or to exercise
any power, or to do any act which a corporation formed under the Business
Corporation law of this State may not at the time lawfully carry on or do.
<PAGE>
To borrow money at such rates of interest as the Corporation may
determine and contract debts; to make, issue, and dispose of bonds, debentures,
issue and dispose of notes and other obligations, secured or unsecured; and to
make arty lawful contract of guaranty, surety-ship or of any kind whatsoever, in
connection with, or in aid of, any corporation or other organizations any of
whose securities this Corporation owns or in which this Corporation has an
interest; to secure contracts, obligations, and liabilities of any thereof, in
whole or in part, by mortgagee, deed of trust, creation of security interests
in, pledge, or other lien, upon any or all of the property of this Corporation
wheresoever situated, acquired or to be acquired
To pay pensions and establish pension plans, pension trusts, profit
sharing plans, stock bonus plans and other incentive plans for any or all of its
directors, officers, and employees. To be a promoter, partner, member/associate,
or manager of any partnership, joint venture, trust or other enterprise.
To have and exercise all powers necessary or convenient to effect its
purposes.
To elect or appoint officers and agents of the corporation and define
their duties and fix their compensation To organize or cause to be organized
under the laws of any state of the United States, or of the District of
Columbia, or of any territory, dependency or possession of the United States, or
of any foreign country, a corporation or corporations for the purpose of
transacting, promoting, or carrying on any and all of the objects or purposes
for which this Corporation is organized, and to dissolve, wind up, and
liquidate, merger or consolidate and such corporation or corporations or to
cause the same to be dissolved, wound up, liquidated, merged or consolidated
Nothing contained in this Certificate of Incorporation shall be deemed
to authorize or permit, this corporation to carry on any business, or to
exercise any power, or to do any act which a corporation formed under the
Corporation Laws of this State may not at the time carry on or lawfully do.
<PAGE>
INCORPORATOR PAGE
TWELFTH: 111270 A Corporate notary acknowledgment as follows
Name and address of each of the incorporators signing the articles
NAME ADDRESS
Anne Angell 3020 West Charleston Boulevard, Las Vegas, NV 89102
IN WITNESS WHEREOF, the undersigned Incorporator has executed these
Articles of Incorporation this 30th day of October, 1997.
--------------------
Signature of Incorporator
On this 30th day of October, 1997, personally app, fired before me, a
Notary Public, Anne Angell, who acknowledged to me that she executed the
foregoing Articles of Incorporation of GRUBSTAKE, INC.
Notary Signature
NOTARY PUBLIC
STATE OF NEVADA
County Clerk
Eleanor June Engebretson
NOV 10 1997
<PAGE>
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT FOR SERVICE OF PROCESS
IN THE MATTER OF SUPREME HOSPITALITY
I, Nevada Legal Forms, Inc., hereby certify that on the 30th day of
October, 1997, 1 accepted the appointment as Resident Agent for Service of
Process.
FURTHERMORE, that the office for the agent of service of process in
this state is located at 3020 West Charleston Boulevard, City of Las Vegas
County of Clark State of Nevada, Zip Code 89102
IN WITNESS WHEREOF, I have hereunto set my hand this 30th day of
October 1997.
Dean Heller
-----------
Dean Heller
Secretary of State
STATE OF NEVADA
<PAGE>
ARTICLES OF INCORPORATION
STATE OF NEVADA
Secretary of State
Filed November 10, 1997
Name of Corporation: Supreme Hospitality (Formerly Richwood, Inc.)
(Formerly Grubstake, Inc.)
Resident Agent: Nevada Legal Forms & Books, Inc.
3020 West Charleston Blvd.
Las Vegas, NV., 89102
Number of Shares the corporation is authorized to issue:
50,000,000 Common
1,000,000 Preferred
Governing Board shall be styled as Directors.
Board of Directors shall consist of 1 member, Larry W. Lang.
Signature of Incorporators: The names and address of each
Incorporator signing the articles:
/s/ Larry W. Lang
-----------------------
41919 Skywood Drive
Temecula, CA 92591-1877
<PAGE>
Exhibit 2
Amendment to Articles of Incorporation.
CERTIFICATE AMENDING ARTICLES OF INCORPORATION
The undersigned, being the President and Secretary of Supreme Hospitality, a
Nevada corporation, hereby certifies that a majority vote of the Board of
Directors and majority vote of stockholders at a meeting held on April 17, 2000
this certificate amending articles of incorporation be filed.
The undersigned further certifies that the original Articles of Incorporation of
Supreme Hospitality were filed with the Secretary of State of Nevada on the 10th
day of November, 1997. The undersigned further certifies that ARTICLE SECOND of
the Articles of Incorporation filed on the 10th Day of November, 1997, herein is
amended to read follows:
ARTICLE SECOND
That the total number of shares to be issued by the Corporation is Fifty Million
(50,000,000) Common with a par value of one hundredth of a cent ($0.0001) and
one million preferred with a par value of one hundredth of a cent ($0.0001).
The undersigned hereby certifies that they have on this 17th day of April, 2000,
executed this Certificate Amending the original Articles of Incorporation
heretofore filed with Secretary of State of Nevada.
/s/ Larry W. Lang, President
-----------------------------
Larry W. Lang, President
/s/ Larry W. Lang, Secretary
-----------------------------
Larry W. Lang, President
<PAGE>
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(Before Payment of Capital or Issuance of Stock)
Anne Angell and name of incorporator a director certify that
------------
1. They constitute at least two-thirds of the original incorporators or
of the directors of
GRUBSTAKE, INC. a Nevada Corporation.
----------------
2. The original Articles were filed in the Office of the Secretary of
State on 11-10-97
--------
3. As of the date of this certificate, no stock of the corporation has
been issued.
4. They hereby adopt the following amendments to the articles of
incorporation of this corporation:
Article FIRST is amended to read as follows:
------
The Name of the Corporation is RICHWOOD, INC.
signing with a power of attorney
State of Nevada
County of Clark
On November 30, 1998, personally appeared before me, a Notary Public.
Richard L. Angell, who acknowledged that they executed the above instrument.
RECEIVED
County of Clark
Signature of Notary
SECRETARY of STATE
<PAGE>
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
After First Meeting of Directors
RICHWOOD, INC.
Name of Corporation
We the undersigned president or vice president ANNE ANGELL and;
(secretary of assistance secretary) ANNE ANGELL of (name of corporation)
RICHWOOD, INC. do hereby certify:
That the public officers or other persons, if any, required by the
articles have approved the amendment. The vote of the members (if there are
members) and directors by which the amendment was adopted is as follows:
members, and directors 1.
They hereby adopt the following amendment(s) to the articles of
incorporation. Article number(s) FIRST (1) AND SECOND (2) is/are
amended to read as follows:
FIRST: The name of the corporation is SUPREME HOSPITALITY and;
SECOND: This corporation is to issue shares with $ 0.0001 par value.
The total number of shares that may be issued by the corporation is 50,000,000
common and 1,000,000 preferred shares of stock.
The number of shares of the corporation outstanding and entitled to
vote on an amendment to the Articles of Incorporation is 100%; and that said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
President or Vice President
Secretary or Assistant Secretary
STATE OF NEVADA )
)ss
COUNTY OF CLARK )
On APRIL 17, 2000, personally appeared before me, a Notary Public, ANNE
ANGELL who acknowledged that they executed the above instrument.
Notary Public of State of NV
County of Clark
CARRIE JOHNSON Notary Public
My Appointment Expires
February 12, 2004
<PAGE>
RESOLUTION OF THE BOARD OF DIRECTORS
OF
RICHWOOD, INC.
A Nevada Corporation
Upon a duly made, seconded and unanimously adopted motion, the Board of
Directors of this Corporation adopted the following resolution:
BE IT RESOLVED; THAT I, Anne Angell hereby appoint Larry Lang as a
director of this corporation.
The undersigned, Anne Angell, certifies that I am the duly appointed
Secretary of Richwood, Inc. and that the above is a true and correct copy of
resolutions duly adopted at a meeting of the Directors thereof, convened and
held in accordance with law and the Bylaws of said Corporation, and that such
resolution is now in full force and effect.
IN WITNESS THEREOF, I have aimed my name as Secretary of Richwood, Inc.
Dated as of April 17, 2000
Anne Angell, Secretary
<PAGE>
RESIGNATION OF DIRECTOR
I, Anne Angell, a member of the Board of Directors of Richwood, Inc., a
corporation formed under the laws of the State of Nevada, hereby tender and
submit my resignation a member of the Board of Directors to be effective
immediately on the April17, 2000.
Anne Angell, Director
<PAGE>
GENERAL POWER ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
That I, ANNE ANGELL, hereinafter called "Grantor", 5060 Park Street Las
Vegas, Nevada 89129, have made constituted and appointed and by these presents
do make, constitute and appoint; RICHARD L. ANGELL, hereinafter called
"Appointee", my _______ (Set forth description of relationship); of 5060 Park
Street, Las Vegas, Nevada 89129, my true and lawful attorney, for me and in my
name, place and stead, and for my use and benefit, to ask demand, sue for,
recover, collect and receive all such sums of money, debts, dues, accounts,
legacies, bequests, interests, dividends, annuities and demands whatsoever as
are now, or shall hereafter become due, owing, payable or belonging to me, and
have, use and take all lawful ways and means in my name or otherwise for the
recovery thereof, by attachments, arrests, distress or otherwise, and to
compromise and agree for be same, and acquittance or other sufficient discharges
for the same, for me and in my name, to make, seal and deliver; to bargain,
contract, agree for, purchase, receive, and take lands, tenements, hereditaments
and accept the seizing and possession of all lands and all deeds and other
assurances in the law therefore, and to lease, let, demise, bargain, sell,
remise, release, convey, mortgage and hypothecate lands, tenements and
hereditaments upon such terms and conditions, and under such covenants, as __ he
shall think fit.
Also, to bargain and agree for, buy, sell, mortgage, hypothecate and in any and
every way and manner deal in and with goods, ware and merchandise, chooses in
action and other property in possession or in action, and to make, do, and
transact all and every kind of business of whatever nature or whatsoever, and
also for me and in my name and as my act and deed, to sign, seal, execute,
deliver and acknowledge such deeds, leases and assignments of leases,
convenants, indentures, agreements, mortgages, hypothecation, bottomries,
charter-parties, bill of lading, bills, bonds, notes, stock certificates, drafts
and checks, receipts, evidence of debts, releases and satisfaction of mortgages,
judgment and other debts, and such other instruments in writing of whatever find
and nature as may be necessary or proper in the premises.
Giving and granting unto my said attorney full power and authority to do and
perform all and every act and thing whatsoever required and necessary to be done
in and about the premises, as fully to all intents and purposes as I might or
could do if personally present with full power of substitution or revocation,
hereby ratifying and confirming all that my said attorney, or h__ substitute or
substitutes, she lawfully do or cause to be done by virtue of these presents.
This power of Attorney is not affected by the subsequent disability of the
principal.
I hereby agree to accept the appointment as attorney-in-fact, pursuant to the
foregoing Power of Attorney.
Richard Angell
--------------
Appointee's Signature
In Witness Whereof, I/We have hereunto set my hand/or hands this __ day of
_____, 19__.
ANN ANGELL
----------
Signature of Grantor
STATE OF NEVADA
COUNTY OF CLARK
On this 19 day of November, 1998.
Personally appeared before me, a Notary Public.
Anne Angell.
<PAGE>
MINUTES OF SPECIAL
BOARD OF DIRECTORS MEETING
OF
RICHWOOD, INC.
A Nevada corporation
A special meeting of the Board of Directors of Richwood, Inc. was held
on April 17, 2000, at 2:00 P.M., at 3020 West Charleston Boulevard, in the City
of Las Vegas, in the State of Nevada.
The following director(s) was/were present and participated in the
meeting, being all the directors:
Anne Angell, outgoing Director
Larry Lang, incoming Director
Also present was:
Anne Angell, outgoing President
Anne Angell, outgoing Vice-President
Anne Angell, outgoing Secretary
Anne Angell, outgoing Treasurer
Larry Lang, incoming President
Larry Lang, incoming Vice-President
Larry Lang, incoming Secretary
Larry Lang, incoming Treasurer
being all the officers of the corporation.
Larry Lang, incoming President of the Corporation, acted as Chairman of
the meeting, and Larry Lang, incoming Secretary of the Corporation, acted as
Secretary of the meeting.
The Secretary of the meeting, presented a waiver of notice of the
meeting, signed by all the Directors, and was directed to file the waiver of
notice with the meeting minutes.
The Chairman announced that a quorum of the directors was present, and
that the meeting, having been duly convened, was ready to proceed with its
business.
The minutes of the meeting of the Directors held on March 2, 2000, were
read and approved, and reports of the officers reviewed. There being no
discussion, upon motion duly made, seconded and carried, all actions undertaken
by the Officers since the last Meeting were ratified and approved
unconditionally by the Board. The meeting then moved on to future business.
<PAGE>
Upon motion duly made, seconded and carried, the following resolutions
were adopted:
RESOLVED, that the directors accept the resolution for amending the
Articles of Incorporation to change the name of the Corporation from Richwood,
Inc. Supreme Hospitality,
RESOLVED that the directors accept the resolution for amending the
second article of the Articles of Incorporation to read "This corporation is to
issue shares with $0.0001 par value. The total number of shares that may be
issued by the corporation is 50,000,000 common and 1,000,000 preferred shares of
stock."
RESOLVED to forward split the company's issued common stock 40 to one.
RESOLVED, that the resignations of Anne Angell, as outgoing President,
Anne Angell, as outgoing Vice-President, Anne Angell, as outgoing Secretary, and
Anne Angell, as outgoing Treasurer be and are accepted and further,
RESOLVED, that the replacing of Anne Angell with Larry Lang as the new
President, the replacing of Anne Angell with Larry Lang as the new
Vice-President, the replacing of Anne Angell with Larry Lang as the new
Secretary, and the replacing of Anne Angell with Larry Lang as the new Treasurer
of Richwood, Inc., is accepted.
RESOLVED, that all expenses incurred by Directors who attended this
corporate special meeting, including transportation, food, lodging and
incidentals shall be reimbursed by the Treasurer upon presentation of an expense
statement and paid receipts.
Any attached resolutions were then presented to the meeting, and the
directors took the appropriate actions.
There being no further business to be transacted, upon motion duly made,
seconded and carried, the meeting was adjourned.
Larry W. Lang, Secretary
I (We) the undersigned Director(s) of Richwood, Inc. hereby approve the
contents of the foregoing minutes from the meeting held on April 17, 2000.
-----------------------
Larry W. Lang, Director
<PAGE>
PROFIT ANNUAL LIST OF OFFICERS, DIRECTORS AND RESIDENT AGENT OF FILE
NUMBER
SUPREME HOSPITALITY
A Nevada Corporation
------
The corporation's duly appointed resident agent in the State of Nevada upon whom
process can be served is:
Nevada Legal Forms & Books, Inc., 3020 West Charleston Blvd., Las Vegas, NV
89102.
If agent information has changed, please see attached instructions on how to
obtain the appropriate form.
Important: Read instructions before completing and returning this form.
1. Print or type names and addresses, either residence or business for the
officers and directors. A president, secretary, treasurer and at least one
director must be named. Have an officer sign this form. FORM WILL BE
RETURNED IF UNSIGNED.
2. If there are additional directors attach a list of them to this form.
3. Return the completed form with the 96 filing fee. A $15 penalty must be
added for failure to file this form by the last day of the anniversary
month in the incorporation/registration with this office.
4. Make your check payable to the Secretary of State.
NAME TITLE(S)
Larry Lang PRESIDENT
STREET ADDRESS
3020 West Charleston Las Vegas, Nevada 89102
NAME TITLE(S)
Larry Lang SECRETARY
3020 West Charleston, Las Vegas, Nevada 89102
NAME TITLE(S)
Larry Lang Treasurer
3020 West Charleston, Las Vegas, Nevada 89102
NAME TITLE(S)
Larry Lang DIRECTOR
3020 West Charleston Las Vegas, Nevada 89102
<PAGE>
EXHIBIT 3
BY-LAWS
OF
SUPREME HOSPITALITY
Formerly Richwood Inc.
(Formerly Grubstake, Inc.)
ARTICLE I. MEETING OF STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of the stockholders of this
corporation shall be held the first Thursday in March of each year or at such
other time and place designated by the Board of Directors of the corporation.
Business transacted at the annual meeting shall include the election of
directors of the corporation. If the designated day shall fall on a Sunday or
legal holiday, then the meeting shall be held on the first business day
thereafter.
Section 2. Special Meetings. Special meetings of the stockholders shall be held
when directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than seventy-five percent(75% of all the
shares entitled to vote at the meeting. A meeting requested by stockholders
shall be called for a date not less than 10 nor more than 60 days after the
request is made, unless the stockholders requesting the meeting designate a
later date. The call for the meeting shall be issued by the Secretary, unless
the President, Board of Directors, or stockholders requesting the meeting shall
designate another person to do so.
Section 3. Place. Meetings of stockholders shall be held at the principal place
of business of the corporation or at such other place as may be designated by
the Board of Directors.
Section 4. Notice. Written notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than 10 nor more than 60 days
before the meeting, either personally or by first class mail, by or at the
direction of the President, the Secretary or the officer or persons calling the
meeting to each stockholder of record entitled to vote at such meeting. If
mailed or deposited with other carrier, such notice shall be deemed to be
delivered when deposited in the United States mail or with other carrier,
whichever applicable, addressed to the stockholder at his or her address as it
appears on the stock transfer books of the corporation, with postage or deliver
charge thereon prepaid. If this corporation has been chartered under state laws
which allow for bearer shares, now or in the future, written notice, signed by
<PAGE>
an officer of the corporation or any other person designated by the Board of
Directors to sign such notices shall be personally delivered to each bearer of
shares personally or mailed by first class mail, postage pre-paid, or other
carrier, to the address of said stockholder as it appears in the stock record
book of the corporation, or if no such address appears, to the last known
address of the last known holder of the bearer shares that does appear in any
corporate records, said notice to be given not less than 10 nor more than 60
days prior to the meeting date. Anytime any notice whatever is required to be
given under any Article of these By-Laws, and said notice for any reason is not
given or received by the person(s) entitled to receive them, a waiver of notice
in writing shall be signed by the person(s) entitled to the notice, and said
waiver, whether signed before, after, or at the meeting itself, shall be deemed
proper notice as described above.
Section 5. Notice of Adjourned Meeting. When a meeting is adjourned to another
time or place, it shall not be necessary to give any notice of the adjourned
meeting if the time and place to which the meeting is adjourned are announced at
the meeting at which the adjournment is taken, and at the adjourned meeting any
business may be transacted that might have been transacted on the original date
of the meeting. If, however, after the adjournment, the Board of Directors fixes
a new record date for the adjourned meeting, a notice of the adjourned meeting
shall be given as provided in this Article to each stockholder of record on the
new record date entitled to vote at such meeting.
Section 6. Stockholder Quorum and Voting. A majority of the shares entitled to
vote, represented in person or by proxy, shall constitute a quorum at a meeting
of stockholders.
If a quorum is present, the affirmative vote of a majority of the shares
represented at the meeting and entitled to vote on the subject matter all b the
act the stockholders unless otherwise provided by law. The Secretary of s verify
that all stockholders representing a majority of the outstanding shares of
ownership are present and have presented to the Secretary, evidence of their
ownership and rights to vote.
Section 7. Voting of Shares. Each outstanding share shall be entitled to one
vote on each matter submitted to a vote at a meeting of stockholders.
Section 8. Proxies. A stockholder may vote either in person or by proxy executed
in writing by the stockholder or his or her duly authorized attorney-in-fact. No
proxy shall be valid after the duration of 11 months from the date thereof
unless otherwise provided in the proxy. If this corporation has been chartered
under state laws which allow for bearer shares, now or in the future, no proxy
may be voted for bearer shares issued by the corporation. Only holders of bearer
shares who actually attend a meeting will be counted toward numbers of
stockholders required to constitute a quorum and permitted to cast votes. The
secretary will verify that authorized shares are in possession of those
attending the meetings who aren't shown by name in the corporate stock transfer
books of the corporation, and which shares are reflected as "bearer shares". It
will be the responsibility of said owners of bearer shares to keep the Secretary
informed of the proper mailing address to which meeting notices should be sent.
<PAGE>
Section 9. Action 1y Stockholders Without a Meeting. Any action required by law,
these Bylaws, or the Articles of Incorporation of this corporation to be taken
at any annual or special meeting of stockholders, or any action which may be
taken at any annual or special meeting of stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted, as is provided by law.
ARTICLE II. DIRECTORS
Section 1. Function. 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.
Section 2. Qualification. Directors need not be residents of this state and
stockholders of this corporation.
Section 3. Compensation. The Stockholders shall have authority to fix the
compensation of directors.
Section 4. Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless he votes
against such action or abstains from voting in respect thereto because of an
asserted conflict of interest.
Section 5. Number. This corporation shall have 1 to 9 directors.
Section 6. Election and Term. Each person named in the Articles of Incorporation
as a member of the initial Board of Directors shall hold office until the annual
meeting of stockholders, and until his or her successor shall have been elected
and qualified or until his or her earlier resignation, removal from office or
death.
At the annual meeting of stockholders and at each annual meeting thereafter the
stockholders shall elect directors to hold office until the next succeeding
annual meeting. Each director shall hold office for a term for which he is
elected and until his or her successor shall have been elected and qualified or
until his or her earlier resignation, removal from office or death.
Section 7. Vacancies. Any vacancy occurring in the Board of Directors, including
any vacancy created by reason of an increase in the number of directors, may be
filled by the affirmative vote of a majority of the remaining directors though
less than a quorum of the Board of Directors. A director elected to fill a
vacancy shall hold office only until the next election of directors by the
stockholders.
<PAGE>
Section 8. Removal of Directors. At a meeting of stockholders called expressly
for that purpose, any director or the entire Board of Directors may be removed,
with or without cause, by a vote of the holders of a majority of the shares then
entitled to vote at an election of directors.
Section 9. Quorum and Voting. A majority of the number of directors fixed by
these bylaws shall constitute a quorum for the transaction of business. The act
of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 10. Executive and Other Committees. The Board of Directors, by
resolution adopted by a majority of the full Board of Directors, may designate
from among its members an executive committee and one or more other committees
each of which, to the extent provided in such resolution shall have and may
exercise all the authority of the Board of Directors, except as is provided by
law.
Section 11. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held either within or without the State of Nevada.
Section 12. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice on the call of the President or the
Vice-President. Written notice of the time and place of special meetings of the
Board of Directors shall be given to each director by either FAX, personal
delivery, telegram or cablegram at least two days before the meeting or by
notice mailed or sent by other carrier to the director at least five days before
the meeting.
Notice of a meeting of the Board of Directors need not be given to any director
who signs a waiver of notice either before or after the meeting. Attendance of a
director at a meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting, any objection to the
transaction of business because the meeting is not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the Board of Directors need be specified in the notice or
waiver of notice of such meeting.
A majority of the directors present, whether or not a quorum exists, may adjourn
any meeting of the Board of Directors to another time and place. Notice of any
such adjourned meeting shall be given to the directors who were not present at
the time of the adjournment and, unless the time and place of the adjourned
meeting are announced at the time of the adjournment, to the other directors.
<PAGE>
Meetings of the Board of Directors may be called by the chairman of the
board, by the president or any officer of the corporation, or by any director.
Members of the Board of Directors may participate in a meeting of such
board by means of a conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other at
the same time. Participation by such means shall constitute presence in person
at a meeting.
Section 13. Action Without a Meeting. Any action required to be taken at a
meeting of the Board of Directors, or any action which may be taken at a meeting
of the Board of Directors or a committee thereof, may be taken without a meeting
if a consent in writing, setting forth the action so to be taken, signed by all
the directors, or all the members of the committee, as the case may be, is filed
in the minutes of the proceedings of the board or of the committee. Such consent
shall have the same effect as a unanimous vote.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a
president, a vice president, a secretary and a treasurer, each of whom shall be
elected by the Board of Directors. Such other officers and assistant officers
and agents as may be deemed necessary may be elected or appointed by the Board
of Directors from time to time. Any two or more offices may be held by the same
person.
Section 2. Duties. The officers of this corporation shall have the following
duties:
The President shall be the chief executive officer of the corporation,
shall have general and active management of the business and affairs of the
corporation subject to the directions of the Board of Directors, and shall
preside at all meetings of the stockholders and Board of Directors unless
unavailable for any reason, in which case the Vice President shall preside.
The Vice-President shall have all the powers of any officer whenever such
officer is unavailable for any reason, to perform the duties of his or her
office, and can act as the chief executive officer of the corporation, can have
general and active management of the business and affairs of the corporation
subject to the directions of the Board of Directors, and can preside at all
meetings of the stockholders and Board of Directors whenever the president is
unavailable for any reason.
The Secretary shall have custody of, and maintain, all of the corporate
records except the financial records; shall record the minutes of all meetings
of the stockholders and Board of Directors, send all notices of all meetings and
perform such other duties as may be prescribed by the Board of Directors, the
President, or the Vice-President.
The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
<PAGE>
render accounts thereof at the annual meetings of stockholders and whenever else
required by the Board of Directors, the President, or the Vice-President, and
shall perform such other duties as may be prescribed by the Board of Directors,
the President or the Vice-President.
Section 3. Removal of Officers. An officer or agent elected or appointed by the
Board of Directors may be removed by the board whenever in its judgment the best
interests of the corporation will be served thereby.
Any vacancy in any office may be filled by the Board of Directors.
ARTICLE IV. STOCK CERTIFICATES
Section 1. Issuance. Every holder of shares in this corporation shall be
entitled to have a certificate representing all shares to which he is entitled.
No certificate shall be issued for any share until such share is fully paid.
Section 2. Form. Certificates representing shares in this corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of this corporation or a facsimile
thereof.
Section 3. Transfer of Stock. The corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his or her duly authorized attorney. If this corporation
has been chartered under state laws which allow for bearer shares, now or in the
future, no transfer is required on the corporate stock transfer ledger for
bearer share ownership unless specifically requested by the bearer who is in
possession of the actual certificates, and who presents them to the Secretary
for verification of their validity, at which time the address of the bearer will
be entered into the stock transfer ledger.
Section 4. Lost, Stolen or Destroyed Certificates. If the stockholder shall
claim to have lost or destroyed a certificate of shares issued by the
corporation, a new certificate shall be issued upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors upon the deposit
of a bond or other indemnity in such amount and with such sureties, if any, as
the board may reasonably require.
ARTICLE V. BOOKS AND RECORDS.
Section 1. Books and Records. This corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its
stockholders, Board of Directors and committees of directors.
This corporation shall keep at its registered office or principal place of
business a record of its stockholders, giving the names and addresses of all
stockholders and the number of the shares held by each.
<PAGE>
Any books, records and minutes may be in written form or in any other form
capable of being converted into written form within a reasonable time. Any
person who shall have been a holder of record of shares or of voting trust
certificates thereof at least six months immediately preceding his or her demand
or shall be the holder of record of, or the holder of record of voting trust
certificates for, at least seventy-five percent(75%) of the outstanding shares
of the corporation, upon written demand stating the purpose thereof, shall have
the right to examine, in person or by agent or attorney, at any reasonable time
or times, for any proper purpose its relevant books and records of accounts,
minutes and records of stockholders and to make extracts therefrom.
Section 3. Financial Information. Not later than four months after the close of
each fiscal, year, this corporation shall prepare a balance sheet showing in
reasonable detail the financial condition of the corporation as of the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the corporation during its fiscal year.
Upon the written request of any stockholder or holder of voting trust
certificates for shares of the corporation, the corporation shall mail to each
stockholder or holder of voting trust certificates a copy of the most recent
such balance sheet and profit and loss statement.
The balance sheets and profit and loss statements shall be filed in the
registered office of the corporation in the State of Nevada or in the principle
office, shall be kept for a least five years, and shall be subject to inspection
during business hours by any stockholder or holder of voting trust certificates,
in person or by agent.
Section 2. Stockholders' Inspection
ARTICLE VI. DIVIDENDS
The Board of Directors of this corporation may from time to time, declare
and the corporation may pay dividends on its shares in cash, property or its own
shares, except when the corporation is insolvent or when the payment thereof
would render the corporation insolvent, however nothing in this Article shall be
construed to prevent the corporation from borrowing sufficient funds with which
to pay dividends in cash, subject to the provisions of the Statutes of the State
of Nevada.
ARTICLE VII. INDEMNIFICATION OF OFFICERS.
-----------------------------------------
The corporation shall indemnify any and all of its directors or officers or
former directors or officers or any person who may have served at its request as
director or officer of another corporation in which it owns shares of capital
stock or of which it is a creditor against expenses actually and necessarily
incurred by them in connection with the defense of any action, suit or
proceeding in which they, or any of them, are made parties, or a party by reason
<PAGE>
of being or having been directors or officers or a director or officer of the
corporation, or such other corporation, except, in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudged in such action, suit or proceeding to be liable for negligence or
misconduct, in the performance of duty. Such indemnification shall not be deemed
exclusive of any other rights to which those indemnified may be entitled, under
By-law, agreement, vote of stockholders or otherwise.
ARTICLE VIII. CORPORATE SEAL.
The Board of Directors shall provide a corporate seal which shall be in circular
form.
ARTICLE IX. AMENDMENT.
These By-Laws may be altered, amended or repealed, and new By-Laws may be
adopted, by a majority vote of the stockholders at any annual meeting or at any
special meeting called for that purpose. The Board of Directors may amend or
adopt additional By-Laws, but shall not alter or repeal any By-Laws adopted by
the stockholders of the corporation.
ARTICLE X. TRUSTEE POWERS.
This Corporation may act as trustee for any legal entity or for holding real
estate, as long as it does not act in violation of any law and is not used for
the holding of public funds or in violation of any Federal or State Securities
Laws.
CERTIFIED TO BE THE BY-LAWS OF SUPREME HOSPITALITY (FORMERLY RICHWOOD, INC.)
(FORMERLY GRUBSTAKE, INC.)
CERTIFICATE
SUPREME HOSPITALITY
Formerly Richwood Inc.
Formerly Grubstake, Inc.
By , Secretary
-------------
Anne Angell
<PAGE>
EXHIBIT 4
RESOLUTION OF THE BOARD OF DIRECTORS
OF
SUPREME HOSPITALITY
A Nevada Corporation
WHEREAS, the corporation recognizes its need for a custodian to keep and
maintain the stockledger
BE IT RESOLVED, THAT Larry Lang is hereby appointed as custodian of the
stockledger of this corporation.
The address of the custodian of the stockledger is:
41919 Skywood Dr.
-----------------
Temecula, CA 92591-1877
-----------------------
Dated as of April 17, 2000.
Larry W. Lang,
<PAGE>
EXHIBIT 5
Agreement for the Exchange of Common Stock
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT")- NOR REGISTERED UNDER ANY
STATE SECURITIES LAW. AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT. THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 30day of April. 2000, by and between , SUPREME
HOSPITALITY a Nevada corporation (the "ISSUER") and the individuals listed in
Exhibit A attached hereto, (the "SHAREHOLDERS"), which SHAREHOLDERS own all of
the issued and outstanding shares of Temecula Valley Inn, Inc. a
Nevada-corporation ("PRIVATP- COMPANY").
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration.
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. The ISSUER has 1,000 000 shares outstanding
Subject to the terms and conditions of this Agreement, the ISSUER agrees to
issue to SHAREHOLDERS, 9 000,000 shares of the common stock of ISSUER. $0.0001
par value from its treasury so as the amount of shares then issued would be
equal to 90% of the combined total of 10,000,000 outstanding shams (the
"Shares"), in exchange for 100% of the issued and outstanding shares of the
PRIVATE COMPANY, such that the PRIVATE COMPANY shall become a wholly owned
subsidiary of the ISSUER
2. REPRESENTATIONS AND WARRANTIES ISSUER represents anti warrants to
SHAREHOLDERS and the PRIVATE COMPANY the following:
i. Organization ISSUER is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Nevada, and has all necessary_ corporate powers to own properties and
carry on a business, and is duly qualified to do business and is in
good standing in the State of Nevada. All actions taken by the
Incorporators, directors and shareholders of ISSUER have been valid and
in accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER consists
of 50,000,000 shares of common stock. $0.0001 par value, of which
1,000,000 are issued and outstanding and 1,000,000 preferred shares at
$0.0001 par value. All of the outstanding shares were fully paid and
non assessable, free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this Agreement At
closing, there will be no outstanding subscriptions, options, rights,
warrants, convertible securities. or other agreements or commitments
obligating ISSUER to issue or to transfer from treasury any additional
shares of its capital stock. All of the shareholders of ISSUER have
valid title to such shares and acquired their shares in a lawful
transaction and in accordance with the laws of the State of Nevada.
iii. Financial Statements. Annexed hereto as Exhibit B to this
Agreement are the audited financial statements of ISSUER as of April
30, 2000. The financial statements have been prepared in accordance
with generally accepted accounting principles consistently followed by
ISSUER throughout the periods indicated, and fairly present the
financial position of ISSUER as of the date of the balance sheet in the
financial statements, and the results of its operations for the periods
indicated.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of ISSUER
except changes in the ordinary course of business, which changes have not in the
aggregate been materially adverse.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK Page 1
<PAGE>
v. Assets and Liabilities. ISSUER does not have any debt, liability, or
obligation or any nature, whether accrued, absolute, contingent, or otherwise,
and whether due or to become due, that is not reflected on the ISSUERS'
financial staterfent- ISSUER is not aware of any pending, threatened or asserted
claims. lawsuits or contingencies molving ISSUER or its common stock There is no
dispute of any kind between ISSUER and any third party, and no such dispute will
exist at the closing of this Agreement- ISSUER has no assets. At closing. ISSUER
will be free from any and all liabilities, liens, claims and/or commitments and
will continue to have no assets.
vi. Ability to Carry Out Obligations. ISSUER has the right power, and
authority to enter into and perform its obligations under thus Agreement. The
execution and delivery of this Agreement by ISSUER and the performance by ISSUER
of its obligations hereunder will not cause, constitute with or result in (a)
any breach or violation or any of the provisions of or constitute a default
under any license, indenture, mortgage, charter, instrument, articles of
incorporation, bylaw, or other agreement or instrument to which ISSUER or its
shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an event
that would cause ISSUER to be liable to any party, or (c) an event that would
result in the creation or imposition or any lien, charge or encumbrance on any
asset of ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of representations and warranties made by
the ISSUER, or in any certificate or memorandum famished or to be furnished by
the ISSUER, contains or will contain any untrue statement of a material fact, or
omit any material fact the omission of which would be misleading.
viii. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person holds
a power of attorney from ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state. or local statute, law, and/or regulation
pertaining to ISSUER. ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.
x. Litigation . ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative. or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there is no
basis for any such action or proceeding and no such action or proceeding is
threatened against ISSUER and ISSUER is not subject to or in default with
respect to any order, writ, injunction, or decree of any federal. state, local,
or foreign court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall conduct its
business in the normal course, and shall not (1) sell, pledge, or assign any
assets (2) amend its Articles of Incorporation or Bylaws, (3) declare dividends,
redeem or sell stock or other securities, (4) incur any liabilities, (5) acquire
or dispose of any . assets, enter into any contract, guarantee obligations of
any third party, or (6) enter into any other transaction.
xii. Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the laws
of the State of Nevada
xiii. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens. security interests, pledges, charges, and
claims of any kind. None of such Shares are or will be subject to any voting
trust or agreement. No person holds or has the right to receive any proxy or
similar instrument with respect to such shares, except as provided in this
Agreement, the ISSUER is not a party to any agreement which offers or grants to
any person the right to purchase or acquire any of the securities to be issued
to SHAREHOLDERS. There is no applicable local, state or federal law, rule,
regulation. or decree which would, as a result of the issuance of the Shares to
SHAREHOLDERS, impair, restrict or delay SHAREHOLDERS' voting rights with respect
to the Shares.
3. SHAREHOLDERS and PRIVATE COMPANY represent and warrant to ISSUER the
following:
i. Organization. of Temecula Valley Inn. Inc. is a corporation
("PRIVATE COMPANY") duly organized, validly existing, and in good
standing under the laws of the state of Nevada , has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK Page 2
<PAGE>
good standing with die state of Nevada. All actions taken by the
Incorporators, directors and shareholders of the PRIVATE COMPANY have
been valid and in accordance with the laws of the state of Nevada.
ii. Shareholders and Issued Stock. Exhibit A annexed hereto
sets forth the names and share holding of 100(degree)!a of PRIVATE
COMPANY shareholders.
iii. Counsel. SHAREHOLDERS and the PRIVATE COMPANY represent
and warrant prior to closing, that they are represented by independent
counsel or have had the opportunity to retain independent counsel to
represent them in this transaction.
4. INVESTMENT INTENT. SHAREHOLDERS agree that the Shares being issued
pursuant to this Agreement may be sold, pledged. assigned, hypothecate or
otherwise transferred, with or without consideration (a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of ISSUER SHAREHOLDERS agrees, prior to any
Transfer. to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
CLOSING. The closing of this transaction shall take place via
telephone. Unless the closing of this transaction takes place on or before
forty-five days from the signing of this agreement, then either party may
terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER:
(1) Board of Directors Minutes authorizing the issuance of a
certificates) for 9,000,000 Shares, registered in the names of the
SHAREHOLDERS equal to their pro-rata holdings in the PRIVATE COMPANY.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER
(4) The resignation of all the directors of ISSUER except that
of SHAREHOLDERS' designee(s), dated subsequent to the resolution
described in 3, above.
(5) Audited financial statements of ISSUER, which shall
include a balance sheet and statements of operations, stockholders
equity and cash flows for the twelve month period then ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files. bank statements,
checkbooks, savings account books, minutes of shareholder and directors
meetings, financial statements, shareholder listings, stock transfer
records, agreements and contracts.
ii. By SHAREHOLDERS AND PRIVATE COMPANY
(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates representing 100(degree)!0 of the issued and outstanding
stock of the PRIVATE COMPANY.
(2) Consents signed by all the shareholders of the PRIVATE
COMPANY consenting to the terms of this Agreement
7. REMEDIES. Any controversy or claim arising out of; or relating to,
this Agreement. or the making, performance. or interpretation thereof, shall be
settled by arbitration in the state of Nevada in accordance with the Rules of
the American Arbitration Association then existing, and judgment on the
arbitration award may be entered in any court having jurisdiction over the
subject matter of the controversy.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK Page 3
<PAGE>
8. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and
shall in no way be deemed to define, limit, or add to the meaning of
any provision of this Agreement.
ii. No oral Change. This Agreement and any provision hereof,
may not be waived, changed, modified. or discharged orally, but only by
an agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise expressly provided
herein, no waiver of any covenant. condition, or provision of this
Agreement shall be deemed to have been made unless expressly in writing
and signed by the party against whom such waiver is charged; and (1)
the failure of any party to insist in any one or more cases upon the
performance of any of the provisions, covenants, or conditions of this
Agreement or to exercise any option herein contained shall not be
construed as a waiver or relinquishment for the future of any such
provisions, covenants. or conditions, (2) the acceptance of performance
of anything required by this Agreement to be performed with knowledge
of the breach or failure of a covenant, condition, or provision hereof
shall not be deemed a waiver of such breach or failure, and (3) no
waiver by any party of one breach by another party shall be construed
as a waiver with respect to any other or subsequent breach.
iv. Time of Essence. Time is of the essence of this Agreement
and of each and every provision hereof.
v. Entire Agreement. Thus Agreement contains the entire
Agreement and understanding between the parties hereto, and supersedes
all prior agreements and understandings.
vi. Counterparts. This Agreement may be executed
simultaneously in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and
the same instrument
vii. Notices. All notices. requests, demands, and other
communications under this Agreement shall be in writing and shall be
deemed to have been duly given on the date of service if served
personally on the party to whom notice is to be given. or on the third
day after mailing if mailed to the party to whom notice is to be given,
by first class mail, registered or certified, postage prepaid, and
properly addressed. And by fax, as follows:
ISSUER: with principal address at 816 Congress Avenue, Suite 1100,
Austin, Texas 78701 PRIVATE COMPANY: Temecula Valley Inn, Inc., 27660
Jefferson Avenue, Temecula, CA 9259() IN WITNESS WHEREOF, the
undersigned has executed this Agreement this 30 day of April, 2000.
TEMECULA VALLEY INN, INC. SUPREME HOSPITALITY
Signed by Signed by
Larry W. Lang Larry Lang W. Lang, President
TEMECULA VALLEY INN, INC. SHAREHOLDERS
Signed by Signed by
Larry W. Lang Diana Lang
Signed by Signed by
Lloyd Janeway Glenda Janeway
Signed by
Louise D
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK Page 4
