U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10SB
General Form for Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
Garden Bay International, Ltd.
Delaware 33-0822337
85 Lakeshore Drive, Rancho Mirage, California 92270
(760) 862-1991
Securities to be Registered under Section 12(g) of the Act:
Common Stock
ITEM 1 DESCRIPTION OF BUSINESS
All financial information is current as of March 31, 2000. Other information
is current as of the date of filing.
General
Garden Bay International, Inc. ("the Company") was incorporated in the State
of Delaware on July 20, 1998. The Company is in the business of designing,
marketing and selling unique and collectible ceramic dinnerware and pottery
items to wholesale suppliers and distributors for sale in retail stores and
specialty outlets.
Mission
The mission of the Company is to initially create a profit by designing,
marketing and selling unique and collectible ceramic dinnerware and pottery
items to wholesale suppliers then expanding to selling these unique,
collectible items over the Internet by setting up an Internet store to
include trades, classifieds and auctions. The Company's goal is to
establish a network of artisans for designing and manufacturing hand-
painted collectible ceramic items including dishes, serving platters, vases,
table lamps, small flower pots and ashtrays, then marketing these items to
wholesale suppliers and distributors for sale in retail stores and
specialty outlets.
Product
The Company contacted appropriate wholesale artists, craftsmen and
distributors in Europe, Mexico and Canada concerning the design and
manufacture of specialty hand-painted ceramics and pottery items.
Initially, the Company intends to make available sets of distinctive,
hand-painted ceramic dinnerware including dinner plates, salad plates,
saucers, cups, mugs, serving platters, salt and pepper containers, milk
and sugar containers, soup tureens, large and small pitchers, tea pots, bowls
and ice tea/water containers.
These items will be available in the yellow-fish motif, pink-chicken motif,
green-chicken motif and blue- chicken motif.
Manufacturing
The hand painted ceramics to be sold wholesale and later to be incorporated on
the web site to be sold retail can be purchased at cost saving levels for
quantities. Currently the Company has located certain artisans in
Mexico to manufacture the ceramic pieces and individually hand-paint each
item according to certain designs (fish and chicken motifs) approved by the
Company. The Company plans initially to have its products shipped directly
from the vendor to the wholesale suppliers and distributors and later, as the
need arises, to deliver to the Company's headquarters and shipped to
customers. Sufficient space is available at present and the decision to
expand will be based on price and logistics. There is sufficient
proximity to couriers such as UPS and Fed Ex locations for ease of shipping.
Marketing
The marketing plan includes making available the products through three
primary sales channels: to wholesale suppliers and distributors for
placement in retail outlets where dinnerware ceramics and pottery
are sold; through the Internet primarily through a Garden Bay web site; and
through a Garden Bay catalog.
The Company currently does not operate a web site but plans to construct one
at a later date which would include charging ability via credit card for
purchases of ceramics and pottery as well as an informational source for
classifieds, trades and auctions. The Company also plans at a later date to
offer its products through Internet marketing partnerships with America Online
Shopping Channel, @Home and Catalog City. The Company believes that online
retailing over the Internet will present Garden Bay with a significant
opportunity for the marketing and sale of its products and will enable the
Company to significantly expand and diversify its customer base. The Company
believes that Garden Bay products are particularly well positioned to be
marketed and sold over the Internet. The Company currently does not
offer a catalog, but plans to produce one after sales have commenced thus
providing customers with increased shopping flexibility and service. This
multi-channel approach will provide the Company with significant marketing,
sales, and operational synergies and provide customers with enhanced shopping
flexibility and superior customer service.
Initially, the Company plans to market the complete set of ceramic dinnerware
(to wholesale suppliers and distributors) for $525 with a $3,000 minimum
order and a 24-piece minimum order quantity. Prices can be reduced with
build up of volume. Discounts can be made according to total order value
and pieces per item. The Company plans to collect ten percent with order
confirmations and full balance prior to shipment. Delivery of items will
be made 30 to 90 days after shipment order is placed.
Competition
The Company will operate in a highly competitive environment. The Company
principally competes with a variety of department stores and specialty
retailers such as Pottery Barn and Williams of Sonoma, inc. that offer
products similar to or the same as the Company products. The United States
retail industry, and the specialty retail industry in particular, is dynamic
in nature and has undergone significant changes over the past several
years. The Company's ability to anticipate and successfully respond to
continuing challenges is critical to its long-term growth. The Company may
later compete with major Internet retailers or other catalogs that offer
products similar to or the same as the Company's products. Many of our
competitors are larger companies with greater financial resources, a wider
selection of merchandise and a greater inventory availability.
The Company plans to enter into purchase obligations outside of the United
States which are settled in U.S. dollars and, therefore, have only minimal
exposure to foreign currency exchange risks. The Company does not plan to
hedge against foreign currency risks and believe that foreign currency
exchange risk is immaterial.
Governmental Approval, Regulation and Environmental Compliance
Other than general business licensing requirements, the Company is unaware of
any governmental regulations in regard to its product.
Given the nature of Garden Bay's business, the Company does not anticipate any
material costs associated with compliance with federal, state and local
environmental laws and regulations.
The Company is not aware of any federal, state or local laws and regulations
regulating the Internet at this time which would materially affect its
business activities.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
The Business Plan for the Company over the next twelve months is to design and
manufacture sets ofdistinctive, hand-painted ceramic dinnerware in four
designs approved by the company and to implement a wholesale sales group to
distribute the Company's products for placement to retail outlets. The
Company plans to implement a merchandising strategy that will seek out other
hand-designed products by artisans world-wide for distribution. The Company
plans initially to have its products shipped directly from the vendor to the
wholesale suppliers and distributors and later, as the need arises, to rent a
small order fulfillment and distribution facility. The shipment of products
directly from vendors to the suppliers or directly to the stores reduces
the level of the lead-time required to receive the products. Financing will
be arranged as required during this period. The Company will attempt to raise
the needed capital by the sale of its securities in private placements.
The Company anticipates that a small 150 T2C 4B9
1. Unless otherwise indicated, the named party is believed to be
the sole investor and have voting control of the shares set forth in the
above table. Based on 5,187,000 outstanding shares on March 31, 2000.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
A. The Directors and Officers of the Company, all of whose terms will
expire one year from their election, or at such a time as their successors
shall be elected and qualified are as follows:
Name and Address Age Position Date Elected
Reuben McDonald 42 President, Secretary,Treasurer 1998
and Director
Robert Berk 66 Director 1998
Resumes of the Directors and Officers of the Company are:
Reuben McDonald has served as President, Secretary, Treasurer and Director of
Garden Bay International, Inc. since 1998. He also serves as a
Transportation Manager for the City of Calgary, Alberta, Canada since
1991. From 1989 to 1991, Mr. McDonald worked as a rehabilitation practitioner
for the Calgary Residential Services Society. From 1987 to 1988, Mr.
McDonald worked with the Professional Review Organization for Washington.
Mr. McDonald holds a Bachelor of Arts Degree from the University of
Washington, Seattle.
Robert Berk has served as Director of Garden Bay International, Inc. since
1998. Since 1999 to present, Mr. Berk has worked as marketing and
entertainment consultant to Spotlight 29 Casino, and wasinstrumental in the
signing of a $60 million expansion deal between the casino and Trump
International. Since 1998 to present, Mr. Berk has worked as theatrical
producer for "Joey and Maria's Italian Wedding," a live performance
currently playing at Spotlight 29 Casino. Prior to 1998, Mr. Berk has
worked as a consultant in marketing and distribution for companies such as
Atari, Samsung, Viacom, NEC, Murata, Phillips and Dupont. Mr. Berk was
part of the initial development group that took Atari to the public
market in the United States and launched the video game business. Mr. Berk
holds a Bachelors Degree from Syracuse University, New York.
ITEM 6. EXECUTIVE COMPENSATION
B. None of the officers or directors receives or has received any
remuneration for serving as director or officer of the Company, however,
the President has received $2,000 in consulting expenses.
C. There is no annuity, pension or retirements benefit proposed to be
paid to officers, directors or employees of the Company in the event of
retirement at normal retirement date pursuant to any presently existing plan
provided or contributed to by the Company or any of its subsidiaries, if any.
D. No remuneration is proposed to be paid in the future directly or
indirectly by the Company to any officer or director under any plan which is
presently existing. No options have been granted. The Company has not
decided when and in what circumstances it will start paying officers and
directors.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACITONS
On February 11, 1999 the Company issued 5,000,000 shares of its common stock
to its president and director, Reuben McDonald.
ITEM 8. LEGAL PROCEEDINGS
None
ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Title or Class Number of Record Holders
Common 41
There is, as of the date of filing, no public market in any class of stock of
the Company.
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
On July 20, 1998 the Company issued 5,000,000 shares of its common stock to
its president, Reuben McDonald. The stock was issued in reliance on an
exemption from registration for non public offerings contained in section
4 (2) of the 1933 Securities act as Amended.
Between February 11, 1999 and March 25, 1999, the Company sold 187,000 common
shares to 40 persons at $0.10 per share for a total of $18,700. The shares
were sold in reliance on an exemption from registration contained in
Regulation D(504).
ITEM 11. DESCRIPTION OF SECURITIES
The Company is authorized to issue 80,000,000 shares of Common stock, par
value $0.0001 per share. As of March 31, 2000, the Company had outstanding
5,187,000 shares of Common stock. All Common Shares are equal to each other
with respect to voting, and dividend rights, and subjects tot he rights of the
preferred shareholders. There are 20,000,000 shares of preferred par
value $0.0001, none of which are outstanding.
Special meetings of the Shareholders may be called by the officers, directors,
or upon the request of holders of at least ten percent of the outstanding
voting shares. Holders of Common Shares are entitled to one vote at any
meeting of the Shareholders for each Common Share they own as ofthe record
date. At any meeting of Shareholders, a majority of the outstanding Common
shares of the Company entitled to vote, represented in person or by proxy,
constitutes a quorum. A vote of the majority of the Common Shares
represented at a meeting will govern, even if theirs is substantially less
than a majority of the Common Shares outstanding.
Subject to the rights of the preferred shareholders described below, holders
of shares are entitled to receive such dividends as may be declared by the
Board of Directors out of funds legally available therefore, and upon
liquidation are entitled to participate pro rata in a distribution of
assets available for such a distribution to Shareholders. There are no
conversion, pre-emptive or other subscription rights or privileges with
respect to any share. Reference is made of the Certificate of Incorporation
and Bylaws of the Company as well as to the applicable statutes of the State
of Delaware for a more complete description of the rights an liabilities of
holders of shares. It should be noted that the Bylaws may be amended by the
Board of Directors without notice to the Shareholders.
Non-Cumulative Voting
The shares of the Company do not have cumulative voting rights, which means
that the holders of more than fifty percent of the Common Shares voting for
election of directors may elect all the directors if they choose to do so.
In such event, the holders of the remaining shares aggregating less than
fifty percent will not be able to elect directors.
"Penny Stock"
The Securities and Exchange Commission has adopted rule 15g-9 which
established the definition of a "penny stock". For purposes relevant to the
Company, as any equity security that has a market price of less than $5.00
per share or with an exercise price of less than $5.00 per share, subject
to certain exceptions. For any transaction involving a penny stock, unless
exempt, the rules require: that a broker or dealer approve a person's account
for transactions in penny stocks; and (ii) the broker or dealer receive from
the investor a written agreement to the transaction, setting forth the identity
and quantity of the penny stock to be purchased. In order to approve a
person's account for transactions in penny stocks, the broker or dealer
must (i) obtain financial information and investment experience objectives of
the person; and (ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and the person has sufficient
knowledge and experience in financial matters to be capable of evaluating
the risks of transactions in penny stocks. The broker or dealer must also
deliver, prior to any transaction in a penny stock, a disclosure schedule
prepared by the Commission relating to the penny stock market, which, in
highlight form, (i) sets forth the basis on which the broker or dealer made
the suitability determination; and (ii) that the broker or dealer received a
signed, written agreement from the investor prior tot he transaction.
Disclosure also has to be made about the risks of investing in penny stocks
both public offerings and in secondary trading and about the commissions
payable to both the broker-dealer and the registered representative,
current quotations for the securities and the rights and remedies available
to an investor in cases of fraud in penny stock transactions. Finally,
monthly statements have to be sent disclosing recent price information for
the penny stock held in the account and information on the limited market
in penny stocks.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indemnification of directors and officers is as provided by the general
corporate law of the state of Delaware. There are no specific provisions in
either the articles or the bylaws.
ITEM 13. FINANCIAL STATEMENTS
Audited Financial Statements to March 31, 2000.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURES
None
ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
a). Audited Financial Statements
b) 3.1 Articles of Incorporation.
3.2 By-Laws
11.1 Computation of per share earnings
27.1 Financial Data Schedule
a). Audited Financial Statements.
GARDEN BAY INTERNATIONAL LTD.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL STATEMENTS
March 25, 1999
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 1
BALANCE SHEET 2
STATEMENT OF OPERATIONS 3
STATEMENT OF STOCKHOLDERS' EQUITY 4
STATEMENT OF CASH FLOWS 5
NOTES TO FINANCIAL STATEMENTS 6-7
INDEPENDENT AUDITORS' REPORT
Board of Directors
April 28, 2000
Garden Bay International, Ltd.
Rancho Mirage, California
I have audited the Balance Sheet of Garden Bay International, Ltd., (A
Development Stage Company), as of March 31, 2000, December 31, 1999,and
December 31, 1998, and the related Statements of Operations, Stockholders'
Equity and Cash Flows for the periods July 20, 1998, (inception) to
December 31, 1998, the year ended December 31, 1999, and the period January
1, 2000, to March 31, 2000. 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 I 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 Garden Bay International,
Ltd., (A Development Stage Company), as of March 31, 2000, December 31,
1999 and December 31, 1998, and the results of its operations and cash flows
for the periods July 20, 1998 (inception) to December 31, 1998, the year ended
December 31, 1999 and the period January 1, 2000 to March 31, 2000 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 #3 to the financial
statements, the Company has had no 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 are also
described in Note #3. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Barry L. Friedman
Certified Public Accountant
GARDEN BAY INTERNATIONAL, LTD.
(A Development Stage Company)
BALANCE SHEET
ASSETS March December December
31, 2000 31, 1999 31, 1998
CURRENT ASSETS
Cash $ 6,894 $ 10,283 $ 1,000
TOTAL CURRENT ASSETS $ 6,894 $ 10,283 $ 1,000
OTHER ASSETS
Organization Costs (Net) $ 0 $ 0 $ 281
TOTAL OTHER ASSETS $ 0 $ 0 $ 281
TOTAL ASSETS $ 6,894 $ 10,283 $ 1,281
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
March December December
31, 2000 31, 1999 31, 1999
Accounts Payable $ 0 $ 0 $ 306
TOTAL CURRENT LIABILITIES $ 0 $ 0 $ 306
STOCKHOLDERS' EQUITY:
Preferred Stock, $.0001 par value
Authorized 20,000,000 shares
Issued and outstanding at
March 31, 2000 -in capital 19,181 19,181 500
Deficit accumulated during
Development stage -12,806 -9,417 -25
TOTAL STOCKHOLDER'S EQUITY $ 6,894 $ 10,283 $ 975
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 6,894 $ 10,283 $ 1,281
The Accompanying notes are an integral part of these financial statements.
-2-
STATEMENT OF OPERATIONS
Jan. 1, Year July 20, July 20, 1998
2000, to Ended 1998, to (Inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
INCOME
Revenue $ 0 $ 0 $ 0 $ 0
EXPENSES
Accounting Expense $ 0 $ 867 $ 0 $ 867
Amortization $ 0 $ 281 $ 306
Bank Charges $ 0 $ 93 $ 0 $ 93
Consulting Fees $ 2,000 $ 0 $ 0 $ 0
Filing Fees $ 39 $ 352 $ 0 $ 391
Legal Expense $ 0 $ 1,000 $ 0 $ 1,000
Office Expense $ 1,200 $ 5,891 $ 0 $ 7,091
Transfer Fees $ 150 $ 908 $ 0 $ 1,058
TOTAL EXPENSES $ 3,389 $ 9,392 $ 25 $ 12,806
Jan. 1, Year July 20, July 20, 1998
2000, to Ended 1998, to (Inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
NET LOSS $ -3,389 $ -9,392 -25$ -12,806
Weighted average
Number of common
Shares outstanding 5,187,000 4,860,258 5,000,000 5,000,751
Net Loss
Per share $ -.0007 $ -.0019 NIL $ -.0006
See accompanying notes to financial statements & audit report
-3-
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
accumulated
Additional during
Common Stock paid-in development
Shares Amount capital stage
July 20, 1998
Issued for cash 5,000,000 500 500 0
Net loss,
July 20, 1998
(inception) to
December 31, 1998 -25
Balance
December 31, 1998 5,000,000 500 500 -25
March 25, 1999
Issued from
Sale of private
Placement (Note 1) 187,000 19 18,681
Net loss year ended
December 31, 1999
$ -9,392
Balance
December 31, 1999 5,187,000 519 19,181 -9,417
Net loss,
January 1, 2000 to
March 31, 2000
$ -3,389
Balance
March 31, 2000 5,187,000 $ 519 19,181 -12,806
See accompanying notes to financial statements & audit report
-4-
STATEMENT OF CASH FLOWS
Jan. 1, Year July 20, July 20, 1998
2000, to Ended 1998, to (inception)
Mar. 31, Dec. 31, Dec. 31, to Mar. 31,
2000 1999 1998 2000
Cash Flows
Operating activities:
Net loss $ -3,389 $ -9,392 $ -25 12,806
Amortization 0 +281 +25 +306
Changes in assets and
Liabilities:
Organization costs 0 0 -306 -306
Increase in current
Liabilities 0 -306 +306 0
Cash Flows from
Investing Activities: 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of common stock
For cash 0
+18,700 +1,000 +19,700
Net Increase in Cash $ -3,389 $ +9,283 $ +1,000 +6,894
Cash,
Beginning of period 10,283 1,000 0 0
Cash,
End of period $ 6,894 $ 10,283 $ 1,000 $ 6,894
See accompanying notes to financial statements & audit report
-5-
NOTES TO FINANCIAL STATEMENTS
March 25, 1999
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized July 20, 1998, under the laws of the State of
Delaware, as Garden Bay International, Ltd. The Company has not operations
and in accordance with SFAS #7, the Company is considered a development
stage company.
On July 20, 1998, the Company issued 5,000,000 shares of its $0.0001 par value
common stock for cash of $1,000.00.
On March 25, 1999, the Company completed a public offering that was offered
without registration under the Securities Act of 1933, as mended (the
"Act"), in reliance upon the exemption from registration afforded by
sections 4 (2) and 3(b) of the Securities act and Regulation D promulgated
thereunder. The Company sold 187,000 shares of common stock at a price of
$0.10 per share for a total amount raised of $18,700.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1.The Company uses the accrual method of accounting.
2.In April, 1998, the American Institute of Certified Public Accountant's
issued 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 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 initial adoption reported as the cumulative
effect of a change in accounting principle. 3. Basic earnings of loss per
share ("EPS") is calculated by dividing the income or loss available to
common shareholders by the weighted average number of shares of commons stock
outstanding for the period. Diluted EPS reflects the potential dilution
that could occur if securities or other contracts to issue commons stock
were exercised or converted into commons stock. 4.The Company has not yet
adopted any policy regarding payment of dividends. No dividends have been
paid since inception. 5.The Company has adopted a year-end of December 31.
-6-
NOTES TO FINANCIAL STATEMENTS CONTINUED
March 31, 2000, December 31, 1999 and December 31, 1998
NOTE 3 -7-
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the company has duly caused this disclosure statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
GARDEN BAY INTERNATIONAL, LTD.
//REUBEN MCDONALD//
President
Articles of Incorporation
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 07/20/1998
981280672 - 2922445
CERTIFICATE OF INCORPORATION
OF
GARDEN BAY INTERNATIONAL, LTD.
FIRST. The name of this corporation shall be:
GARDEN BAY INTERNATIONAL, LTD.
SECOND. It's registered office in the State of Delaware is to be located at
1013 Centre Road, in the City of Wilmington, County of New Castle, 19805,
and its registered agent at such address is THE COMPANY CORPORATION.
THIRD. The purpose or purposes of the corporation shall be: To engage in any
lawful act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The total number of shares of stock which this corporation is
authorized to issue is:
One Hundred Million (100,000,000) shares of which Eighty Million (80,000,000)
shares with a par value of One Tenth of One Mil (0.0001) each, amounting to
Eight Thousand Dollars ($8,000.00) are Common stock and Twenty Million
shares with a par value of One Tenth of One Mil ($0.0001) each, amounting
to Two Thousand Dollars ($2,000.00) are Preferred Stock.
FIFTH. The name and mailing address of the incorporator is as follows:
Neysa Webb
The Company Corporation
1013 Centre Road
Wilmington, DE 19805
SIXTH. The Board of Directors shall have the power to adopt, amend or repeal
the by-laws.
IN WITNESS WHEREOF, The undersigned, being the incorporator hereinbefore
named, has executed, signed and acknowledged this certificate of
incorporation this twentieth day of July, A.D. 1998.
//Neysa Webb//
Neysa Webb
Incorporator
By-Laws
BYLAWS
OF
GARDEN BAY INTERNATIONAL, LTD.
ARTICLE I
STOCKHOLDERS
1.CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
corporation shall be signed by, or in the name of, the corporation by the
Chairman or Vice-Chairman of the Board of Directors, if any, or by the
President or a Vice-President and by the Treasurer or an Assistant Treasurer
or the Secretary or an Assistant Secretary of the corporation. Any or all the
signatures on any such certificate may be a facsimile. In case any officer,
transfer agent, or registrar who has signed or whose facsimile signature
has been place upon a certificate shall have ceased to by such officer,
transfer agent, or registrar before such certificate is issued, it may be
issued by the corporation with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.
Whenever the corporation shall be authorized to issue more than one class of
stock or more than one series of any class of stock, and whenever the
corporation shall issue any shares of its stock as partly paid stock,
the certificates representing shares of any such class or series or of any
such partly paid stock shall set forth thereon the statements prescribed by
the General Corporation Law. Any restrictions on the transfer or
registration of transfer of any shares of stock of any class or series
shall be noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock or uncertificated shares
in place of any certificate theretofore issued by it, alleged to have been
lost, stolen, or destroyed, and the Board of Directors may require the owner
of the lost, stolen, or destroyed certificate, or his legal representative,
to give the corporation a bond sufficient to indemnify the corporation
against any claim that may be made against it on account of the alleged
loss, theft, or destruction of any such certificate or the issuance of any
such new certificate or uncertificated shares.
2.UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
Corporation Law, the Board of Directors of the corporation may provide by
resolution or resolutions that some or all of any or all classes or series
of the stock of the corporations hall be uncertificated shares. Within a
reasonable time after the issuance or transfer of any
DE BC D-:BYLAWS-MASTER 07/97-1 (#1423)
uncertificated shares, the corporation shall send to the registered owner
thereof any written notice prescribed by the General Corporation Law.
3. FRACTIONAL SHARE INTERESTS. The corporation may, but shall not be required
to, issue fractions of a share. If the corporation does not issue fractions
of a share, it shall (1) arrange for the disposition of fractional interests
by those entitled thereto, (2) pay in cash the fair value of fractions of a
share as of the time when those entitled to receive such fractions are
determined, or (3) issue scrip or warrants in registered form (either
represented by a certificate or uncertificated) or bearer form (represented
by a certificate) which shall entitle the holder to receive a full share
upon the surrender of such scrip or warrants aggregating a full share. A
certificate for a fractional share or an uncertificated fractional share
shall, but scrip o warrants shall not unless otherwise provided therein,
entitle the holder to exercise voting rights, to receive dividends thereon,
and to participate in any of the assets of the corporation in the event of
liquidation. The Board of Directors may cause scrip or warrants to be issued
subject to the event conditions that they shall become void if not exchanged
for certificates representing the full shares or uncertificated full shares
before a specified date, or subject tot he conditions that the shares for
which scrip or warrants are exchangeable may be sold by the corporation and
the proceeds thereof distributed to the holders of scrip or warrants, or
subject to any other conditions which the Board of Directors may impose.
4. STOCK TRANSFERS. Upon compliance with provisions restricting the transfer
or registration of transfer of shares of stock, in any, transfers or
registration of transfers of shares of stock of the corporation shall be
made only on the stock ledger of the corporation by the registered holder
thereof, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the corporation or with a
transfer agent or a registrar, if any, and, in the case of shares
represented by certificates, on surrender of the certificate or
certificates for such shares of stock properly endorsed and the payment of all
taxes due thereon.
5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution
fixing the record date is adopted by the Board of Directors, and which
record date shall not be more than sixty nor less than ten days before the
date of such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders entitled to notice
of or to vote at a meeting of stockholders shall be at the close of business
on the day next preceding the day on which notice is given, or, if notice
is waiver, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record
entitled to notice of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the Board of
Directors may fix a new record date for the adjourned meeting. In order that
the corporation may determine the stockholders entitled to consent to
corporate action in writing without a meeting, the Board of Directors may
fix a record date, which record date shall not precede the date upon which
the resolution fixing the record date is adopted by the Board of Directors,
and
DE BC D-:BYLAWS-MASTER 07/97-2 (#1423)
which date shall not be more than ten days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If
no record date has been fixed by the Board of Directors, the record date
for determining the stockholders entitled to consent to corporate action
in writing without a meeting, when no prior action by the Board of
Directors is required by the General Corporation Law, shall be the first date
on which a signed written consent setting forth the action taken or proposed
to be taken is delivered to the corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the
corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed
by the Board of Directors and prior action by the Board of Directors is
required by the General Corporation Law, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the Board of
Directors adopts the resolution taking such prior action. In order that
the corporation may determine the stockholders entitled to receive
payment of any dividend or other distribution or allotment of any rights or
the stockholders entitled to exercise any rights in respect of any change,
conversion, or exchange of stock, or for the purpose of any other lawful
action, the Board of Directors may fix a record date, which record date
shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the
day on which the Board of Directors adopts the resolution relating thereto.
6. MEANING OF CERTAIN TERMS. As used herein in respect of the right to notice
of a meeting of stockholders or a waiver thereof or to participate or vote
thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "share of stock" or "shares of
stock" or "stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding shares
of stock when the corporation is authorized to issue only one class of
shares of stock, and said reference is also intended to include any
outstanding share or shares of stock and any holder or holders of record of
outstanding shares of stock of any class upon which or upon whom the
certificate of incorporation confers such rights where there are two or more
classes or series of shares of stock or upon which or upon whom the General
Corporation Law confers such rights notwithstanding that the certificate of
ncorporation may provide for more than one class or series of shares of
stock, one or more of which are limited or denied such rights thereunder;
provided, however, that no such right shall vest in the event of an increase
or a decrease in the authorized number of shares of stock of any class or series
which is otherwise denied voting rights under the provisions of the
certificate of incorporation, except as any provisions of the certificate of
incorporation, except as any provision of law may otherwise require.
7. STOCKHOLDER MEETINGS. -:BYLAWS-MASTER 07/97-3 (#1423)
within thirteen months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen months
after the date of the preceding annual meeting. A special meeting shall be
held on the date and at the time fixed by the directors.
-PLACE. Annual meetings and special meetings shall be held at such place,
within or without the State of Delaware, as the directors may, from time to
time, fix. Whenever the directors shall fail to fix such place, the
meeting shall be held at the registered office of the corporation in the
State of Delaware.
-CALL. Annual meetings and special meetings may be called by the directors or
by any officer instructed by the directors to call the meeting.
-NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined. The notice of an annual
meeting shall state that the meeting is called for the election of directors
and for the transaction of other business which may properly come before
the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes. The notice of a special meeting shall in all instances state
the purpose or purposes for which the meeting is called. The notice of any
meeting shall also include, or be accompanied by, any additional statements,
information, or documents prescribed by the General Corporation Law, a copy
of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived,
and directed to each stockholder at his record address or at such other
address which he may have furnished by request in writing to the Secretary
of the corporation. Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States Mail If a
meeting is adjourned to another time, not more than thirty days hence,
and/or to another place, and if an announcement of the adjourned time and/or
place is made at the meeting, it shall not be necessary to give notice of
the adjourned meeting unless the directors, after adjournment, fix a new
record date for the adjourned meeting. Notice need not be given to any
stockholder who submits a written waiver of notice signed by him before or
after the time stated therein. Attendance of a stockholder at a meeting of
stockholders shall constitute a waiver of notice of such meeting, except
when the stockholder attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the transaction of any
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 stockholders need be specified in any written
waiver of notice.
-STOCKHOLDER LIST. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in
alphabetical order, and showing the address of each stockholder and the
number of shares registered in the name of each stockholder. Such list shall
be open to the examination of any stockholder, for any purpose germane to
the meeting, during
DE BC D-:BYLAWS-MASTER 07/97-4 (#1423)
ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in
the notice of the meeting, or if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the
time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present. The stock ledger shall be the
only evidence as to who are the stockholders entitled to examine the stock
ledger, the list required by this section or the books of the corporation,
or to vote at any meeting of stockholders.
-CONDUCT OF MEETING. Meetings of the stockholders shall be presided over by
one of the following officers in the order of seniority and if present and
acting - Chairman of the Board, if any, the President, a Vice-President, or,
if none of the foregoing is in office and present and acting, by a chairman
to be chosen by the stockholders. The Secretary of the corporation, or in
his absence, an Assistant Secretary, shall act as secretary of every meeting,
but if neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a secretary of the meeting.
-PROXY REPRESENTAITON. Every stockholder may authorize another person or
persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a
meeting. Every proxy must be signed by the stockholder or by his
attorney-in-fact. No proxyshall be voted or acted upon after three years
from its date unless such proxy provides for a longer period. A duly
executed proxy shall be irrevocable if it states that it is irrevocable and,
if, and only as long as, it is coupled with an interest sufficient in law to
support an irrevocable power. A proxy may be made irrevocable regardless of
whether the interest with which it is coupled is an interest in the stock
itself or an interest in the corporation generally.
-INSPECTORS. The directors, in advance of any meeting, may but need not,
appoint one or more inspectors of election to act at the meeting or any
adjournment thereof. If an inspector or inspectors are not appointed, the
person presiding at the meeting may, but need not, appoint one or more
inspectors. In case any person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat. Each inspector, if any, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties of
inspectors at such meeting with strict impartiality and according to the
best of his ability. The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of
stock represented at the meeting, the existence of a quorum, the validity
and effect of proxies, and shall receive votes, ballots, or consents, hear
and determine all challenges and questions arising in connection with the
right to vote, count and tabulate all votes, ballots, or consents, determine
the result, and do such acts as are proper to conduct the election or vote
with fairness to all stockholders. On request of the person presiding at the
meeting, the inspector or inspectors, if any, shall make a report in writing
of any challenge, questions, or matter determined by him or them and
execute a certificate of any fact found by him
DE BC D-:BYLAWS-MASTER 07/97-5 (#1423)
or them. Except as otherwise required by subsection (e) of Section 231 of the
General Corporation Law,the provisions of that Section shall not apply to
the corporation.
-QUORUM. The holders of a majority of the outstanding shares of stock shall
constitute a quorum at a meeting of stockholders for the transaction of any
business. The stockholders present may adjourn the meeting despite the
absence of a quorum.
-VOTING. Each share of stock shall entitle the holder thereof to one vote.
Directors shall be elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a
majority of the votes cast except where the General Corporation Law
prescribes a different percentage of votes and/or a different exercise of
voting power, and except as may be otherwise prescribed by the provisions
of the certificate of incorporation and these Bylaws. In the election of
directors, and for any other action, voting need not be by ballot.
-STOCKHOLDER ACTION WITHOUT MEETINGS. Except as any provision of the General
Corporation law may otherwise require, any action required by the General
Corporation Law 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 for the action so
taken, shall be signed by the olders 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. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to
those stockholders who have not consented in writing. Action taken pursuant
to this paragraph shall be subject tot he provisions of Section 228 of the
General Corporation Law.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the corporation shall
be managed by or under the direction of the Board of Directors of the
corporation. The Board of Directors shall have the authority to fix the
compensation of the members thereof. The use of the phrase "whole board"
herein refers to the total number of directors which the corporation would
have if there were no vacancies.
2. QUALIFICATIONS AND NUMBER. A director need not be a stockholder, a citizen
of the United States, or a resident of the state of Delaware. The initial
Board of Directors shall consist of 2 persons. Thereafter the number of
directors constituting the whole board shall be at least one. Subject to the
foregoing limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of the
directors, or, if the number is not fixed, the number shall be at least
one. The number of directors may be increased or decreased by action of
the stockholders or of the directors.
DE BC D-:BYLAWS-MASTER 07/97-6 (#1423)
3.ELECTION AND TERM. The first Board of Directors, unless the members thereof
shall have been named in the certificate of incorporation, shall be elected
by the incorporator or incorporators and shall hold office until the first
annual meeting of stockholders and until their successors are elected and
qualified or until their earlier resignation or removal. Any director may
resign at any time upon written notice to the corporation. Thereafter,
directors who are elected at an annual meeting of stockholders, and
directors who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of
stockholders an until their successors are elected and qualified or until
their earlier resignation or removal. Except as the General Corporation Law
may otherwise require, in the interim between annual meetings of stockholders
or of special meetings of stockholders called for the election of directors
and/or for the removal of one or more directors and for the filling of any
vacancy in that connection, newly created directorships and any vacancies in
the Board of Directors, including unfilled vacancies resulting from the
removal of directors for cause or without cause, may be filled by the vote of
a majority of the remaining directors then in office, although less than a
quorum, or by the sole remaining director.
4.MEETINGS.
-TIME. Meetings shall be held at such time as the Board shall fix, except that
the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
-PLACE. Meetings shall be held at such place within or without the State of
Delaware as shall be fixed by the Board.
-CALL. No call shall be required for regular meetings for which the time and
place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice- Chairman of the Board, if
any, of the President, or of a majority of the directors in office.
-NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
regular meetings for which the time and place have been fixed. Written, oral,
or any other mode of notice of the time and place shall be given for special
meetings in sufficient time for the convenient assembly of the directors
thereat. Notice need not be given to any director or to any member of a
committee of directors who submits a written waiver of notice signed by him
before or after the time stated therein. Attendance of any such person at a
meeting shall constitute a waiver of notice of such meeting, except when he
attends a meeting for the express purpose of objecting, at the beginning of
the meeting, to the transaction of any business because the meeting is not
lawfully called or convened. Neither the business to e transacted at,
nor the purpose of, any regular or special meeting of the directors need be
specified in any written waiver of notice.
-QUORUM AND ACTION. A majority of the whole Board shall constitute a quorum
except when a vacancy or vacancies prevents such major8ty, where upon a
majority of
DE BC D-:BYLAWS-MASTER 07/97-7 (#1423)
the directors in office shall constitute a quorum, provided, that such
majority shall constitute at least one- third of the whole Board. A
majority of the directors present, whether or not a quorum is present, may
adjourn a meeting to another time and place. Except as herein otherwise
provided, and except as otherwise provided by the General Corporation Law,
the vote of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the Board. The quorum and voting
provisions herein stated shall not be construed as conflicting with any
provisions of the General Corporation Law and these Bylaws which govern a
meeting of directors held to fill vacancies and newly created directorships
in the Board or action of disinterested directors.
Any member or members of the Board of Directors or of any committee designated
by the Board, may participate in a meeting of the Board, or any such
committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other.
-CHAIRMAN OF THE MEETING. The Chairman of the Board, if any and if present and
acting, shall preside at all meetings. Otherwise, the Vice-Chairman of the
Board, if any and if present and acting, or the President, if present and
acting, or any other director chosen by the Board, shall preside.
5.REMOVAL OF DIRECTORS. Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of the shares
then entitled to vote at an election of directors.
6.COMMITTEES. The Board of Directors may designate one or more committees,
each committee to consist of one or more of the directors of the
corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member
at any meeting of the committee. In the absence or disqualification of any
member of any such committee or committees, the member or members thereof
present at any meeting and not disqualified form voting, whether or not
such member or members constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any
such absent or disqualified member. Any such committee, to the extent
provided in the resolution of the Board, shall have and may exercise all the
powers and authority of the Board of Directors in the management of the
business and affairs of the corporation with the exception of any power or
authority the delegation of which is prohibited by Section 141 of the
General Corporation Law, and may authorize the seal of the corporation to be
affixed to all papers which may require it.
7.WRITTEN ACTION. Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board or committee.
DE BC D-:BYLAWS-MASTER 07/97-8 (#1423)
ARTICLE III
OFFICERS
The officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice-Chairman of the Board, an
Executive Vice-President, one or more other Vice-Presidents, one or more
Assistant Secretaries, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors
choosing them shall designate. Except as may otherwise be provided in the
resolution of the Board of Directors choosing him, no officer other than the
Chairman or vice-Chairman of the Board, if any, need be a director. Any
number of offices may be held by the same person, as the directors may d
etermine.
Unless otherwise provided in the resolution choosing him, each officer shall
be chosen for a term which shall continue until the meeting of the Board of
Directors following the next annual meeting of stockholders and until his
successor shall have been chosen and qualified.
All officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be
prescribed in the resolutions of the Board of Directors designating and
choosing such officers and prescribing their authority and duties, and
shall have such additional authority and duties as are incident to their
office except to the extent that such resolutions may be inconsistent
therewith. The Secretary or an Assistant Secretary of the corporation
shall record all of the proceedings of all meetings and actions in writing
of stockholders, directors, and committees of directors, and shall exercise
such additional authority and perform such additional duties as the Board
shall assign to him. Any officer may be removed, with or without cause, by
the Board of Directors. Any vacancy in any office may be filled by the
Board of Directors.
ARTICLE IV
CORPORATE SEAL
The corporate seal shall be in such form as the Board of Directors shall
prescribe.
ARTICLE V
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
ARTICLE VI
CONTROL OVER BYLAWS
DE BC D-:BYLAWS-MASTER 07/97-9 (#1423)
Subject to the provisions of the certificate of incorporation and the
provisions of the General Corporation Law, the power to amend, alter or
repeal these Bylaws and to adopt new Bylaws may be exercised by the
Board of Directors or by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the
Bylaws of Garden Bay International, Ltd., a Delaware corporation, as in
effect on the date hereof.
Dated: July 20, 1998
//Reuben McDonald//
Reuben McDonald
Secretary of Garden Bay International, Ltd.
(SEAL)
Computation of per share earnings
Garden Bay International, Ltd.
Weighted Average Shares Outstanding
March 31, 2000
FROM TO DAYS # OF SHARES SHARE/DAYS
7/20/98 3/31/00 620 5,000,000 3,100,000,000
3/25/99 3/31/00 373 187,000 69,751,000
3,169,751,000
3,169,751,000 / 620 = 5,112,501
Net Loss Per Share $ (12,806.00 / 5,112,501) = $ (0.0025)
