UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
SAIPH CORPORATION
(Exact name of Registrant as specified in charter)
NEVADA applied for
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
1516 BROOKHOLLOW DRIVE, SUITE D, SANTA ANA, CA 92705
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (714) 430-9209
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock
Par Value $.001
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Saiph Corporation (the "Company") was incorporated under the laws of the
State of Nevada on March 1, 2000. On July 10, 2000, the Company amended its
articles of incorporation to increase the number of authorized shares of
common stock from 1,000,000 to 100,000,000. The par value of the common
shares remained at $0.001 per share. The Company has conducted no activities
since its inception except in connection with the filing of this registration
statement.
Business
Upon completion of this registration statement, the Company intends to
seek potential business acquisitions or opportunities to enter into in an
effort to commence business operations. The Company does not propose to
restrict its search for a business opportunity to any particular industry or
geographical area and may, therefore, engage in essentially any business in
any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity.
The Company's Board of Directors, which consists of a single individual,
Eric Chess Bronk, shall make the initial determination whether to complete any
such venture; however, the Board of Directors intends to submit final approval
of any proposed transaction to the shareholders. In connection with such
approval by the shareholders, the Company intends to provide disclosure
documentation to its shareholders as required under Section 14 of the
Securities Exchange Act of 1934, and the rules and regulations promulgated
thereunder.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources
available to it, it may be difficult to find good opportunities. There can be
no assurance that the Company will be able to identify and acquire any
business opportunity based on management's business judgement.
The Company has not communicated with any other entity with respect to
any potential merger or acquisition transaction, and management has determined
to file this Registration Statement on a voluntary basis before seeking a
business venture. Management believes that being a reporting company may
increase the likelihood that existing business ventures may be willing to
negotiate with the Company. The Company also intends to seek quotation of its
common stock on the OTC Bulletin Board following such a transaction. In order
to have stock quoted on the OTC Bulletin Board, a company must be subject to
the reporting requirements of the 1934 Act, either by virtue of filing a
registration statement on Form 10 or Form 10-SB, or by filing a registration
statement under the 1933 Act. The Company anticipates that it would
voluntarily file periodic reports with the Securities and Exchange Commission,
in the event its obligation to file such reports is terminated under the
Securities Exchange Act of 1934, if the common stock of the Company were
quoted on the OTC Bulletin Board.
In connection with the application for quotation of the Company's common
stock on the OTC Bulletin Board, management intends following an acquisition
of a business venture to seek a broker-dealer to become the initial market
maker for the Company's common stock and to submit the application to the OTC
Bulletin Board. There have been no preliminary discussions or understandings
between the Company, or anyone acting on its behalf, and any market maker
regarding such application or the participation of any such market maker in
the future trading market for the Company's common stock. Management intends
to contact broker-dealers who make markets in Bulletin Board companies until
one agrees to make the application. There is no assurance that the Company
will be successful in locating such a broker-dealer, or that the application,
if submitted, would be approved. The Company does not intend to use outside
consultants to obtain market makers. In addition, the Company does not intend
to use any of its shareholders to obtain market makers.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
or accurately analyze, let alone describe or identify, without referring to
specific objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development stage, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and stockholders,
professional advisors, broker dealers in securities, venture capital
personnel, members of the financial community, attorneys and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
The Company's director and executive officers have not used any
particular consultants, advisors or finders on a regular basis.
Although the Company has not identified any potential acquisition target,
the possibility exists that the Company may acquire or merge with a business
or company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such
transaction is currently contemplated, it is impossible to estimate the
potential pecuniary benefits to these persons.
Although it currently has no plans to do so, depending on the nature and
extent of services rendered, the Company may compensate members of management
in the future for services that they may perform for the Company. Because the
Company currently has extremely limited resources, and is unlikely to have any
significant resources until it has completed a merger or acquisition,
management expects that any such compensation would take the form of an
issuance of the Company's stock to these persons; this would have the effect
of further diluting the holdings of the Company's other stockholders.
However, due to the minimal amount of time devoted to management by any person
other than the Company's current director and executive officer, there are no
preliminary agreements or understandings with respect to management
compensation. Although it is not prohibited by statute or its Articles of
Incorporation, the Company has no plans to borrow funds and use the proceeds
to make payment to its management, promoters or affiliates.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. However, management does not presently anticipate actively negotiating
or otherwise consenting to the purchase of all or any portion of its common
stock as a condition to, or in connection with, a proposed merger or
acquisition.
In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
Neither the Company's present director, executive officers or promoters,
nor their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management, subject to the approval of the Company's
shareholders. The risks faced by the Company are further increased as a
result of its lack of resources and its inability to provide a prospective
business opportunity with significant capital.
The Company has had no employees since its inception and does not intend
to employ anyone in the future, unless its present business operations were to
change. The Company is not paying salaries or other forms of compensation to
its present officer and director for his time and effort. Unless otherwise
agreed to by the Company, the Company does intend to reimburse its officers
and directors for out-of-pocket expenses.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company is a development stage company. Since its inception, the
Company has had no operations. The Company was organized for the purpose of
engaging in any lawful activity permitted under Nevada state law; however, the
Company does not have any significant cash or other material assets, nor does
it have an established source of revenues sufficient to cover operating costs
and to allow it to continue as a going concern. The Company intends to take
advantage of any reasonable business proposal presented which management
believes will provide the Company and its stockholders with a viable business
opportunity. The board of directors will make the final approval in
determining whether to complete any acquisition, and, unless required by
applicable law, the articles of incorporation, or the bylaws, or by contract,
stockholders' approval will not be sought.
The original shareholders contributed a total of $10,000 in cash and
services as capital contributions for stock of the Company and Mezzanine Capital
Ltd. loaned $9,000 to the Company for operating expenses. See "Item 7.
Certain Relationships and Related Transactions."
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
ITEM 3. DESCRIPTION OF PROPERTY
Since inception the Company's administrative offices, consisting of
approximately 1,500 square feet of office space, have been located at 1516
Brookhollow Drive, Suite D, Santa Ana, California, which are the offices of
Mezzanine Associates LLC, a company affiliated with Eric Chess Bronk, the
president and sole director of the Company. The office space is furnished at
no cost to the Company by Mr. Bronk and Mezzanine Associates LLC.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of June
30, 2000, of (i) each person who is known to the Company to be the beneficial
owner of more than 5 percent of the Common Stock; (ii) all directors and
executive officers; and (iii) directors and executive officers of the Company
as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Eric C. Bronk 190,000 19%
3857 Birch St., #606
Newport Beach, CA 92660
Lynn Carlson 10,000 1%
1516 Brookhollow Dr.
Suite D
Santa Anna, CA 92705
Executive Officers and
Directors as a Group
(2 Persons) 200,000 20%
Baldwin Investments Ltd. 100,000 10%
99-101 Regent St. 1st Floor
London W1R 7HB UK
Jason Daggett 200,000 20%
23679 Calabasas Rd.
Suite 554
Calabasas, CA 91302
Fleming Securities Corp. Ltd. 80,000 8%
Suite 1605, Kinwick Centre
32 Hollywood Rd.
Central Hong Kong
Carl Suter 75,000 7.5%
6765 E. Kentucky Ave.
Anaheim, CA 92807
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power.
The Company is seeking potential business acquisitions or opportunities.
(See "Item 1. Description of Business.") It is likely that such a
transaction would result in a change of control of the Company, by virtue of
issuing a controlling number of shares in the transaction, change of
management, or otherwise.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth as of June 30, 2000, the name, age, and
position of the executive officers and sole director of the Company and the
term of office of such director:
Name Age Position(s) Director Since
Eric Chess Bronk 53 Director, President & May 2000
Treasurer
Lynn Carlson 45 Vice-President & Secretary --
Directors are elected for a term of one year and until their successors
are elected and qualified. Annual meetings of the stockholders, for the
selection of directors to succeed those whose terms expire, are to be held at
such time each year as designated by the Board of Directors. The Board of
Directors has not selected a date for the next annual meeting of
shareholders. Officers of the Company are elected by the Board of Directors,
which is required to consider that subject at its first meeting after every
annual meeting of stockholders. Each officer holds his office until his
successor is elected and qualified or until his earlier resignation or
removal.
Set forth below is certain biographical information regarding the
Company's current executive officers and sole director:
ERIC CHESS BRONK has been the president of Mezzanine Capital Ltd., a
closed-end investment company, since August 1997. From April 1997 until
August 10, 1997, he was the president of Xtranet Systems, Inc., a credit card
processing and risk management company, and from October 21, 1997, to June 1,
1999, he was the secretary of such entity. From June 1998 to the present, Mr.
Bronk has been the President of Mezzanine Associates, LLC, a California
limited liability company engaged in corporate investor relations services.
From September 1995 until August 23, 1996, he was the president, and from
August 23, 1996 to December 1, 1996, he was the chief operating officer of
Satellite Control Technologies, Inc., formerly known as PageStar, Inc. (See
"Other Public Shell Activities" below.) From 1972 to the present Mr Bronk has
been a practicing attorney, licensed to practice law in the State of
California and in Washington, D.C. Mr. Bronk received his bachelor of arts
degrees in 1967 from Penn State University, and he received his law degree in
1972 from America University, Washington College of Law. Mr. Bronk was the
President of Bruston Corp. which filed for protection under the U.S.
Bankruptcy Code in 1991. The action was dismissed in 1996. Mr. Bronk is also
a director of Mezzanine Investments Corporation, a shell company having a
class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934.
LYNN CARLSON has worked for Mezzanine Associates LLC, an investor and
corporate relations firm, since November 1998 as an administrative assistant
and account executive. From June 1996 to November 1998, Ms. Carlson worked as
the assistant to the president for DGWB Advertising. From May 1991 to May
1996, she was the office manager for Family Solutions, a non-profit group
home agency.
Management devotes only nominal time to the activities of the Company.
If the Company is able to locate a suitable new business venture, it is
anticipated that Mr. Bronk will devote substantially all of his time to
completing the acquisition.
Other Public Shell Activities
Mr. Bronk has been involved as a director or executive officer of other
companies that may be deemed to be "blank check" companies, but has not been
involved in any blank check public offerings.
The information set forth below is provided for the companies for which
Mr. Bronk has served as a director, executive officer, or consultant, and
which have completed a reorganization or merger, the consideration received in
connection with each reorganization, and his involvement with the company
after the reorganization. In each instance, Mr. Bronk was involved solely
with the private company which acquired the publicly held shell company prior
to the reverse acquisition.
1. PageStar, Inc., a Nevada corporation ("PageStar"). Mr. Bronk was a
director of PageStar from September 26, 1995 to January 6, 1997; he was the
president from September 1995 to August 29, 1996; and was the chief operating
officer from August 23, 1996 to December 1, 1996. In 1995 PageStar
(originally known as Westland Resources, Inc., a Utah corporation) acquired a
business engaged in providing electronic paging services. The reorganization
was completed on September 26, 1995, and PageStar changed its domicile to the
State of Nevada. Of the 15,000,000 shares issued in the reorganization, Mr.
Bronk received 4,400,000. PageStar subsequently reverse split its shares
one-for-five effective October 13, 1995. On or about August 30, 1996,
PageStar acquired Satellite Control Technologies, Inc. ("SCT") and changed its
business to focus on marketing electronic remote control wireless switching
devises owned by SCT. PageStar also changed its name to Satellite
Technologies, Inc. Mr. Bronk was the president and chief operating officer of
SAT at the time of the acquisition and received no compensation or other
remuneration in the acquisition of SCT. Mr. Bronk has no knowledge of
PageStar's current operations or financial condition since he left the
company. On November 24, 1998, a class action suit was filed in Los Angeles
Superior Court (Case No. BC190882) by Joseph A. Nigro, as a representative of
a class of shareholders of PageStar, against PageStar, Eric Chess Bronk, and
others. The complaint alleges that PageStar released public information from
approximately October 1996 until September 1997, containing material
misstatements about its business. Mr. Bronk has denied all of the allegations
against him.
2. Xtranet Systems, Inc., a Nevada corporation ("Xtranet"). The
reorganization was completed on October 22, 1997. Mr. Bronk was the chairman
of Xtranet at the time of the reorganization. He received no additional
compensation in connection with the reorganization, but maintained his stock
in the company. According to the most recent annual report of Xtranet for the
year ended December 31, 1998, Xtranet had revenues of $298,557 for such year
and provides credit card procession and risk management services. From April
1997 until August 10, 1997, he was the president of Xtranet, and from October
21, 1997, until June 1, 1999, he was the secretary of such entity.
3. NetVoice Technologies Corporation ("NetVoice"). In 1998, Mezzanine
Capital Ltd., of which Mr. Bronk is the president, performed certain
investment banking services for NetVoice in regard to its merger with Blue
Pines, Inc. Subsequently, Mezzanine Associates LLC, of which Mr. Bronk is
president and Lynn Carlson is the administrative assistant and an account
executive, performed certain corporate and investor relations services for
NetVoice.
4. PayStar Communications Corporation ("PayStar"). In 1998, Mezzanine
Capital Ltd., of which Mr. Bronk is the president, performed certain
investment banking services for PayStar in regard to its merger with Sun
Source, Inc. Subsequently, Mezzanine Associates LLC., of which Mr. Bronk is
president and Lynn Carlson is the administrative assistant and an account
executive, performed certain corporate and investor relations services for
PayStar.
Mr. Bronk is also the sole director of Mezzanine Investments Corporation
and Whitelight Technologies, Inc., blank check companies seeking business
ventures.
ITEM 6. EXECUTIVE COMPENSATION
There has been no compensation awarded to, earned by, or paid to any of
the executive officers of the Company since its inception. However, Mr.
Bronk, an executive officer and sole director of the Company, received 190,000
shares of restricted stock of the Company for services rendered in connection
with the organization of the Company. Also, Ms. Carlson, an executive officer
of the Company, received 10,000 shares of restricted stock of the Company for
services rendered in connection with the organization of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with the organization of the Company, Eric Chess Bronk, an
executive officer and sole director of the Company, received 190,000 shares
for services rendered by Mr. Bronk to the Company. The services were valued
at $1,900.
Also in connection with the organization of the Company, Lynn Carlson, an
executive officer of the Company, received 10,000 shares for services rendered
by Ms. Carlson to the Company. The services were valued at $100.
On March 27, 2000, Mezzanine Capital Ltd., a corporation of which Mr.
Bronk, an executive officer and sole director of the Company, is the president
and chairman, loaned $9,000.00 to the Company. The promissory note bears 10%
interest per annum and is due on or before March 27, 2001.
Mr. Bronk is also the sole director and executive officer of Mezzanine
Investments Corporation which is also seeking a business venture. He is also
the sole director and an executive officer of Whitelight Technologies, Inc.
which is in the process of filing a registration statement under the
Securities Exchange Act. It is anticipated that this company will also seek a
new business venture following the effective date of the registration
statement. Mr. Bronk will have the initial sole discretion in determining
which business ventures presented to him will be presented to the shareholders
of this Company, Mezzanine Investments Corporation, Whitelight Technologies,
Inc., or any other company for which Mr. Bronk may act as director in the
future. This may create a conflict of interest for Mr. Bronk. He intends to
present any business venture first to Mezzanine Investments Corporation and
then to either this Company or Whitelight Technologies, Inc.
ITEM 8. DESCRIPTION OF SECURITIES
The Company has authorized 100,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"). As of June 30, 2000, the Company had
outstanding 1,000,000 shares of Common Stock. All Common Shares are equal to
each other with respect to voting, and dividend rights, and, are equal to each
other with respect to liquidation rights. Special meetings of the
shareholders may be called by the Chairman, the Board of Directors, President,
the chief executive officer, or the holders of not less than one-tenth of all
the shares entitled to vote at the meeting. Holders of shares of Common Stock
are entitled to one vote at any meeting of the shareholders for each share of
Common Stock they own as of the record date fixed by the Board of Directors.
At any meeting of shareholders, a majority of the outstanding shares of Common
Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. A vote of the majority of the shares of Common Stock represented at a
meeting will govern, even if this is substantially less than a majority of the
shares of Common Stock outstanding. Holders of shares are entitled to receive
such dividends as may be declared by the Board of Directors out of funds
legally available therefor, 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 shares. Reference is made to the
Articles of Incorporation and Bylaws of the Company as well as to the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of shares. The shares of the Company do
not have cumulative voting rights, which means that the holders of more than
fifty percent of the shares of Common Stock 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.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
There is no established trading market for the common stock of the
Company.
None of the common shares are subject to outstanding options or
warrants. Of the 1,000,000 outstanding common shares, all are subject to Rule
144 under the Securities Act and would not be available for resale pursuant to
such rule until at least March 2001. The Company has granted piggy-back
registration rights to register 50,000 shares issued to counsel for the
Company.
Since its inception, the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At June 30, 2000, the Company had 16 shareholders of record. The Company
has appointed Interwest Transfer Company, Inc., 1981 East 4800 South, Suite
100, Salt Lake City, UT 84117, to act as its transfer agent.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From March through June 2000, the Company issued 750,000 shares of its
common stock at a cash offering price of $0.01 per share to thirteen
investors. Also during this period the Company issued 200,000 shares for
services rendered in connection with the organization of the Company to the
following persons: 10,000 shares to Lynn Carlson, an executive officer of the
Company; and 190,000 shares to Eric Chess Bronk, an executive officer and sole
director of the Company. The shares issued for services were also valued at
$0.01 per share. The shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from
registration afforded by the provisions of Section 4(2) thereof, and Rule 506
promulgated pursuant thereto, as a transaction by an issuer not involving any
public offering, the recipient of the securities having delivered appropriate
investment representations to the Company with respect thereto and having
consented to the imposition of restrictive legends upon the certificates
evidencing such securities. No underwriting discounts or commissions were
paid in connection with such issuance.
In March 2000, the Company issued 50,000 shares of its common stock to
Ronald N. Vance, Attorney at Law, for legal services provided to the Company
in connection with preparation for this registration statement. Such shares
were valued at $500. The shares were issued without registration under the
Securities Act of 1933, as amended, by reason of the exemption from
registration afforded by the provisions of Rule 701 promulgated by the
Securities and Exchange Commission. No underwriting discounts or commissions
were paid in connection with such issuance.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law expressly authorizes a Nevada corporation to indemnify its
directors, officers, employees, and agents against liabilities arising out of
such persons' conduct as directors, officers, employees, or agents if they
acted in good faith, in a manner they reasonably believed to be in or not
opposed to the best interests of the company, and, in the case of criminal
proceedings, if they had no reasonable cause to believe their conduct was
unlawful. Generally, indemnification for such persons is mandatory if such
person was successful, on the merits or otherwise, in the defense of any such
proceeding, or in the defense of any claim, issue, or matter in the
proceeding. In addition, as provided in the articles of incorporation,
bylaws, or an agreement, the corporation may pay for or reimburse the
reasonable expenses incurred by such a person who is a party to a proceeding
in advance of final disposition if such person furnishes to the corporation an
undertaking to repay such expenses if it is ultimately determined that he did
not meet the requirements. In order to provide indemnification, unless
ordered by a court, the corporation must determine that the person meets the
requirements for indemnification. Such determination must be made by a
majority of disinterested directors; by independent legal counsel; or by a
majority of the shareholders.
Article VI of the bylaws of the Company provides that the Company shall
indemnify its directors, officers, agents and other persons to the full extent
permitted by the laws of the State of Nevada. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 (the "Act") may be
permitted to directors, officers, controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable.
PART F/S
Financial Statements. The following financial statements are included in
this statement: Page
Report of Auditor F-1
Balance Sheet as of June 30, 2000 F-2
Statements of Operations for the period from inception to
June 30, 2000 F-3
Statement of Stockholders' Equity from inception to
June 30, 2000 F-4
Statements of Cash Flows for the period from inception to
June 30, 2000 F-5
Notes to Financial Statements F-6
<PAGE>
PART III
Items 1 and 2. Index to Exhibits and Description of Exhibits. The
following exhibits are included as part of this statement:
Exhibit No. Description Page
2.1 Articles of Incorporation filed March 1, 2000 22
2.2 Amendment to the Articles filed July 10, 2000 24
2.3 Current Bylaws 25
4.1 Form of Common Stock Certificate 38
10.1 Promissory Note dated March 27, 2000 40
12.1 Consent of Auditor 41
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this amended registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
Saiph Corporation
Date: July 20, 2000 By /s/ Eric Chess Bronk, President,
Chief Financial& Principal Accounting
Officer
<PAGE>
INDEPENDENT AUDITORS' REPORT
Stockholders and Directors
Saiph Corporation
Newport Beach, California
We have audited the accompanying balance sheet of Saiph Corporation (a
Nevada Corporation) (a development stage company) as of June 30, 2000 and the
related statements of operations, stockholders' equity, and cash flows from
March 1, 2000 (inception) to June 30, 2000. These financial statements are
the responsibility of the company's management. Our responsibility is to
express and 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 Saiph Corporation
at June 30, 2000, and the results of its operations and cash flows from March
1, 2000 to June 30, 2000 in conformity with generally accepted accounting
principles.
Salt Lake City, UT
July 7, 2000
<PAGE>
Saiph Corporation
(a development stage company)
Balance Sheet
ASSETS
June 30,
2000
CURRENT ASSETS
Cash (Note 1) $ 16,160
TOTAL ASSETS $ 16,160
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Interest payable $ 225
Note payable - related party (Note 4) 9,000
Total Current Liabilities 9,225
STOCKHOLDERS' EQUITY
Common Stock 100,000,000 shares
authorized at $.001 par value;
1,000,000 shares issued and outstanding (Note 6) 1,000
Capital in Excess of Par Value 9,000
Deficit accumulated during development stage (3,065)
Total Stockholders' Equity 6,935
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 16,160
The accompanying notes are an integral part of these financial statements
<PAGE>
Saiph Corporation
(a development stage company)
Statement of Operations
For the Period
March 1, 2000
(inception)
to June 30,
2000
REVENUE $ -
EXPENSES
General and Administrative $ 2,840
Interest Expense 225
Total Expenses 3,065
NET INCOME (LOSS) - Before Taxes $ (3,065)
Taxes (Note 2) -
INCOME (LOSS) $ (3,065)
Loss Per Common Share (Note 1) $ (.01)
Average Outstanding Shares (Note 1) 481,707
The accompanying notes are an integral part of these financial statements
<PAGE>
Saiph Corporation
(a development stage company)
Statement of Stockholders' Equity
For the Period March 1, 2000 (inception) to June 30, 2000
Deficit
Capital in Accumulated
Common Common Excess of During Development
Shares Stock Par
Value
Stage
Balance at March 1, 2000 - $ - $ - $ -
Stock Issued for Cash
at $.01 per share 750,000 750 6,750 -
Stock Issued for Services
at $.01 per share
(Note 5) 250,000 250 2,250 -
Net loss for the Period - - - (3,065)
Balance June 30, 2000 1,000,000 $ 1,000 $ 9,000 $ (3,065)
The accompanying notes are an integral part of these financial statements
<PAGE>
Saiph Corporation
(a development stage company)
Statement of Cash Flows
For the Period
March 1, 2000
(inception)
to June 30,
2000
CASH FLOWS FROM
OPERATING ACTIVITIES
Net Income (Loss) $ (3,065)
Increase (Decrease)
in Accounts Payable/Interest Payable 225
Expenses paid by Stock Issuance 2,500
(340)
CASH FLOWS FROM
INVESTING ACTIVITIES -
CASH FLOWS FROM
FINANCING ACTIVITIES
Issuance of Common Stock for Cash 7,500
Issuance of Note Payable for Cash 9,000
16,500
INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 16,160
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF PERIOD -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 16,160
CASH PAID DURING THE PERIOD FOR:
Interest $ -
Income Taxes $ -
The accompanying notes are an integral part of these financial statements
<PAGE>
Saiph Corporation
(a development stage company)
Notes to the Financial Statements
June 30, 2000
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
Organization and Business - Saiph Corporation (the "Company") was incorporated
in Nevada on March 1, 2000, as Saiph Corporation for the purpose of seeking
and consummating a merger or acquisition with a business entity organized as a
private corporation, partnership, or sole proprietorship.
Cash and Cash Equivalents The Company considers all highly liquid investments
with maturities of three months or less to be cash equivalents. All cash is
currently held in trust by the Company's attorney.
Earnings (Loss) Per Share The computation of earnings per share of common
stock is based on the weighted average number of shares outstanding at the
date of the financial statements.
NOTE 2 -INCOME TAXES
The Company adopted Statement of Financial Standards No. 109 "Accounting for
Income taxes" in the fiscal year ended December 31, 2000.
Statement of Financial Accounting Standards No. 109 " Accounting for Income
Taxes" requires an asset and liability approach for financial accounting and
reporting for income tax purposes. This statement recognizes (a) the amount
of taxes payable or refundable for the current year and (b) deferred tax
liabilities and assets for future tax consequences of events that have been
recognized in the financial statements or tax returns.
Since the Company has not completed a complete year of operations, there is
not an established net operating loss. Any net operating loss (if generated
by the end of the year) will not expire until 2020.
NOTE 3 - USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect reported amounts of assets and liabilities, disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. In these financial
statements, assets, liabilities and earnings involve extensive reliance on
management's estimates. Actual results could differ from those estimates.
NOTE 4 - NOTE PAYABLE- RELATED PARTY
The Company issued a promissory note in the amount of $9,000 to Mezzanine
Capital Ltd. on March 27, 2000. The note carries an interest rate of 10% per
annum to begin accruing on the date of the note. The principal and interest
of the note shall be due and payable on March 27, 2001. The note is
unsecured.
NOTE 5 - ISSUANCE OF COMMON STOCK
The Company has issued 250,000 shares of common stock for services performed
in organizing the Company.
Saiph Corporation
(a development stage company)
Notes to the Financial Statements
June 30, 2000
NOTE 6 - STOCKHOLDER ACTIONS
On July 6, 2000, the shareholders of the Company approved an amendment to the
Articles of Incorporation of the Company to increase the authorized shares of
the Company from 1,000,000 to 100,000,000 shares. The audit report shows the
amendment to reflect the 100,000,000 shares authorized.
<PAGE>
EXHIBIT 2.1
ARTICLES OF INCORPORATION
of
SAIPH CORPORATION
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the
following Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is Saiph Corporation.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purpose for which this corporation is organized to transact any
lawful business, or to promote or conduct any legitimate object or purpose,
under and subject to the laws of the State of Nevada.
Article IV
Capitalization
Section 1: The number and class of share which the corporation is
authorized to issue is 1,000,000 shares of common voting stock and the par
value of all such shares is $0.001 per share.
Section 2: The shareholders shall have no preemptive rights to acquire
additional or treasury shares of this corporation.
Article V
Registered Agent and Office
The name of the corporation?s resident agent in the State of Nevada is
CSC Services of Nevada, Inc., and the street address of the said resident
agent where process may be served on the corporation is 502 East John Street,
Carson City, NV 89706. The mailing address and the street address of the
said resident agent are identical.
Article VI
Directors
The corporation shall be governed by a Board of Directors and shall not
have less than one (1) nor more than nine (9) directors as determined, from
time to time, by the Board of Directors. The initial Board of Directors shall
consist of one person, the name and address of whom are set forth as follows:
Eric Chess Bronk
3857 Birch Street, #606
Newport Beach, CA 92660-2616
Article VII
Incorporator
The name and address of the incorporator is:
Eric Chess Bronk
3857 Birch Street, #606
Newport Beach, CA 92660-2616
Dated this 28th day of February, 2000.
/s/ Eric Chess Bronk
State of California )
) ss.
County of Orange )
On the 28th day of February 2000, personally appeared before me, a Notary
Public, Eric Chess Bronk, who acknowledged that he had executed the foregoing
Articles of Incorporation of Saiph Corporation.
/s/ Robinson Ranier
Notary Public
<PAGE>
EXHIBIT 2.3
SAIPH CORPORATION
BYLAWS
ARTICLE I - Offices
Section 1.1 Office
The principal office of the corporation within the State of Nevada shall be
located at such place as shall be designated by the Board of Directors.
Section 1.2 Other Offices
The corporation may also have such other offices, either within or without the
State of Nevada, as the Board of Directors may from time to time determine or
the business of the corporation may require.
ARTICLE II - Stockholders
Section 2.1 Annual Meeting
An annual meeting of the stockholders, for the selection of directors to
succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at a location
and at such time each year as designated by the Board of Directors.
Section 2.2 Special Meetings
Special meetings of the stockholders, for any purpose or purposes prescribed
in the notice of the meeting, may be called by the Chairman, the Board of
Directors, the President, the chief executive officer, or the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, and
shall be held at such place, on such date, and at such time as they or he
shall fix.
Section 2.3 Notice of Meetings
Written notice of the place, date and time of all meetings of the stockholders
shall be given, not less than ten (10) nor more than sixty (60) days before
the date on which the meeting is to be held, to each stockholder entitled to
vote at such meeting, except as otherwise provided herein or required by law
(meaning, here and hereinafter, as required from time to time by the laws of
the State of Nevada or the Articles of Incorporation).
When a meeting is adjourned to another place, date or time, written notice
need not be given of the adjourned meeting if the place, date and time thereof
are announced at the meeting at which the adjournment is taken; provided,
however, that if the date of any adjourned meeting is more than thirty days
after the date for which the meeting was originally noticed, or if a new
record date is fixed for the adjourned meeting, written notice of the place,
date, and time of the adjourned meeting shall
be given in conformity herewith. At any adjourned meeting, any business may
be transacted which might have been transacted at the original meeting.
Section 2.4 Quorum
At any meeting of the stockholders, the holders of a majority of all of the
shares of the stock entitled to vote at the meeting, present in person or by
proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting or
the holders of a majority of the shares of the stock entitled to vote who are
present, in person or by proxy, may adjourn the meeting to another place, date
or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then except as otherwise required by law, those
present at such adjourned meeting shall constitute a quorum, and all matters
shall be determined by a majority of the votes cast at such meeting.
Section 2.5 Organization
Such person as the Board of Directors may have designated or, in the absence
of such a person, the highest ranking officer of the corporation who is
present shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be such person as the chairman appoints.
Section 2.6 Conduct of Business
The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 2.7 Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote may
vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to vote
which is registered in his name on the record date for the meeting, except as
otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise required
by law, may be by a voice vote; provided, however, that upon demand therefore
by a stockholder entitled to vote or his proxy, a stock vote shall be taken.
Every stock vote shall be taken by ballots, each of which shall state the name
of the stockholder or proxy voting and such other information as may be
required under the procedure established for the meeting. Every vote taken by
ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
If a quorum is present, the affirmative vote of the majority of the shares
represented at the meeting and entitled to vote on the subject matter shall be
the act of the stockholders, unless the vote of a greater number or voting by
class is required by law, the Articles of Incorporation, or these Bylaws.
Section 2.8 Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city 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 stock list shall also be kept at the place of the meeting during the whole
time thereof and shall be open to the examination of any such stockholder who
is present. This list shall presumptively determine the identity of the
stockholders entitled to vote at the meeting and the number of shares held by
each of them.
Section 2.9 Participation in Meetings by Conference Telephone
Any action, except the election of directors, which may be taken by the vote
of the stockholders at a meeting, may be taken without a meeting if authorized
by the written consent of stockholders holding at least a majority of the
voting power; provided:
(a) That if any greater proportion of voting power is required for such
action at a meeting, then such greater proportion of written consents shall be
required; and
(b) That this general provision shall not supersede any specific provision
for action by written consent required by law.
ARTICLE III - Board of Directors
Section 3.1 Number and Term of Office
The number of directors who shall constitute the whole board shall be such
number not less than one (1) nor more than seven (7) as the Board of directors
shall at the time have designated. Each director shall be selected for a term
of one year and until his successor is elected and qualified, except as
otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the
term of the directors then in office unless, at the time of such decrease,
there shall be vacancies on the board which are being eliminated by the
decrease.
Section 3.2 Vacancies
If the office of any director becomes vacant by reason of death, resignation,
disqualification, removal or other cause, a majority of the directors
remaining in office, although less than a quorum, may elect a successor for
the unexpired term and until his successor is elected and qualified.
Section 3.3 Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 3.4 Special Meetings
Special meetings of the Board of Directors may be called by one-third of the
directors then in office or by the chief executive officer and shall be held
at such place, on such date and at such time as they or he shall fix. Notice
of the place, date and time of each such special meeting shall be given by
each director by whom it is not waived by mailing written notice not less than
three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 3.5 Quorum
At any meeting of the Board of Directors, a majority of the total number of
the whole board shall constitute a quorum for all purposes. If a quorum shall
fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date or time, without further notice or waiver
thereof.
Section 3.6 Participation in Meetings by Conference Telephone
Members of the Board of Directors or of any committee thereof, may participate
in a meeting of such board or committee by means of conference telephone or
similar communications equipment that enables all persons participating in the
meting to hear each other. Such participation shall constitute presence in
person at such meeting.
Section 3.7 Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in such
order and manner as the board may from time to time determine, and all matters
shall be determined by the vote of a majority of the directors present, except
as otherwise provided herein or required by law. Action may be taken by the
Board of Directors without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board of Directors.
Section 3.8 Powers
The Board of Directors may, except as otherwise required by law, exercise all
such powers and do all such acts and things as may be exercised or done by the
corporation, including, without limiting the generality of the foregoing, the
unqualified power:
(a) To declare dividends from time to time in accordance with law;
(b) To purchase or otherwise acquire any property, rights or privileges on
such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or non-negotiable,
secured or unsecured, and to do all things necessary in connection therewith;
(d) To remove any officer of the corporation with or without cause, and
from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(e) To confer upon any officer of the corporation the power to appoint,
remove and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase, bonus or
other compensation plans for directors, officers and agents of the corporation
and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation and its
subsidiaries as it may determine; and
(h) To adopt from time to time regulations, not inconsistent with these
Bylaws, for the management of the corporation's business and affairs.
Section 3.9 Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
Section 3.10 Loans
The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the stockholders, but may lend money to and use its credit
to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance
benefits the corporation.
ARTICLE IV - COMMITTEES
Section 4.1 Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the whole board, may from
time to time designate committees of the board, with such lawfully delegable
powers and duties as it thereby confers, to serve at the pleasure of the board
and shall, for those committees and any other provided for herein, elect a
director or directors to serve as the member or members, designating, if it
desires, other directors as alternative members who may replace any absent or
disqualified member at any meeting of the committee. Any committee so
designated may exercise the power and authority of the Board of Directors to
declare a dividend or to authorize the issuance of stock if the resolution
which designates the committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification of any member
of any committee and any alternate member in his place, the member or members
of the committee present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member.
Section 4.2 Conduct of Business
Each committee may determine the procedural rules for meeting and conducting
its business and shall act in accordance therewith, except as otherwise
provided herein or required by law. Adequate provision shall be made for
notice to members of all meetings; a majority of the members shall constitute
a quorum unless the committee shall consist of one or two members, in which
event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE V--OFFICERS
Section 5.1 Generally
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers
as may from time to time be appointed by the Board of Directors. The
corporation may also have a chairman of the board who shall be elected by the
Board of Directors and who shall be an officer of the corporation. Officers
shall be elected by the Board of Directors, which shall consider that subject
at its first meeting after every annual meeting of stockholders. Each officer
shall hold his office until his successor is elected and qualified or until
his earlier resignation or removal. Any number of offices may be held by the
same person, except that the offices of president and secretary shall not be
held by the same person.
Section 5.2 Chairman of the Board
The chairman of the board shall, subject to the direction of the Board of
Directors, perform such executive, supervisory, and management functions and
duties as may be assigned to him from time to time by the Board of Directors.
He shall, if present, preside at all meetings of the stockholders and of the
Board of Directors.
Section 5.3 President
The president shall be the chief executive officer of the corporation.
Subject to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall
have power to signa all stock certificates, contracts and other instruments of
the corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation. He
shall, when present, and in the absence of a chairman of the board of
directors, preside at all meetings of the shareholders and of the Board of
Directors.
Section 5.4 Vice-President
Each vice-president shall perform such duties as the Board of Directors shall
prescribe. In the absence or disability of the President, the vice-president
who has served in such capacity for the longest time shall perform the duties
and exercise the powers of the president.
Section 5.5 Treasurer
The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
Section 5.6 Secretary
The secretary shall issue all authorized notices from, and shall keep minutes
of, all meetings of the stockholders and the Board of Directors. He shall
have charge of the corporate books.
Section 5.7 Delegation of Authority
The Board of Directors may, from time to time, delegate the powers or duties
of any officer to any other officers or agents, notwithstanding any provision
hereof.
Section 5.8 Removal
Any officer of the corporation may be removed at any time, with or without
cause, by the Board of Directors.
Section 5.9 Action with Respect to Securities of Other Corporation
Unless otherwise directed by the Board of Directors, the president shall have
power to vote and otherwise act on behalf of the corporation, in person or by
proxy, at any meeting of stockholders of or with respect to any action of
stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE VI--INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
Section 6.1 Generally
The corporation shall indemnify its officers, directors, and agents to the
fullest extent permitted under Nevada law.
Section 6.2 Expenses
To the extent that a director, officer, employee or agent of the corporation
has been successful on the merits or otherwise in defense of any action, suit
or proceeding referred to in Section 6.1 of this Article, or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorney's fees) actually and reasonably incurred by him in
connection therewith. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 6.3 of this Article upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article.
Section 6.3 Determination by Board of Directors
Any indemnification under Section 6.1 of this Article (unless ordered by a
court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Nevada law.
Section 6.4 Not Exclusive of Other Rights
The indemnification provided by this Article shall not be deemed exclusive of
any other rights to which those indemnified may be entitled under any bylaw,
agreement, vote of shareholders or interested directors or otherwise, both as
to action in his official capacity and as to action in another capacity while
holding such office and shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 6.5 Insurance
The corporation shall have power to purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall be
reduced by any amounts such person may collect as indemnification (i) under
any policy of insurance purchased and maintained on his behalf by the
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.
Section 6.6 Violation of Law
Nothing contained in this Article, or elsewhere in these Bylaws, shall operate
to indemnify any director or officer if such indemnification is for any reason
contrary to law, either as a matter of public policy, or under the provisions
of the Federal Securities Act of 1933, the Securities Exchange Act of 1934, or
any other applicable state or federal law.
Section 6.7 Coverage
For the purposes of this Article, references to "the corporation" include all
constituent corporations absorbed in a consolidation or merger as well as the
resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is
or was serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
ARTICLE VII--STOCK
Section 7.1 Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the name
of the corporation by, the President or a Vice-president, and by the Secretary
or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
certifying the number of shares owned by him. Any of or all the signatures on
the certificate may be facsimile.
Section 7.2 Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article VII of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefore.
Section 7.3 Record Date
The Board of Directors may fix a record date, which shall not be more than
sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to any
other lawful action.
Section 7.4 Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of stock,
another may be issued in its place pursuant to such regulations as the Board
of Directors may establish concerning proof of such loss, theft or destruction
and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 7.5 Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VIII--NOTICES
Section 8.1 Notices
Whenever notice is required to be given to any stockholder, director, officer,
or agent, such requirement shall not be construed to mean personal notice.
Such notice may in every instance be effectively given by depositing a writing
in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of
the corporation. The time when such notice is dispatched shall be the time of
the giving of the notice.
Section 8.2 Waivers
A written waiver of any notice, signed by a stockholder, director, officer or
agent, whether before or after the time of the event for which notice is
given, shall be deemed equivalent to the notice required to be given to such
stockholder, director, officer or agent. Neither the business nor the purpose
of any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
Section 9.1 Facsimile Signatures
In addition to the provisions for the use of facsimile signatures elsewhere
specifically authorized in these Bylaws, facsimile signatures of any officer
or officers of the corporation may be used whenever and as authorized by the
Board of Directors of a committee thereof.
Section 9.2 Corporate Seal
The Board of Directors may provide a suitable seal, containing the name of the
corporation, which seal shall be in the charge of the secretary. If and when
so directed by the Board of Directors or a committee thereof, duplicates of
the seal may be kept and used by the treasurer or by the assistant secretary
or assistant treasurer.
Section 9.3 Reliance Upon Books, Reports and Records
Each director, each member of any committee designated by the Board of Directors
, and each officer of the corporation shall, in the performance of his duties,
be fully protected in relying in good faith upon the books of account or other
records of the corporation, including reports made to the corporation by any
of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
Section 9.4 Fiscal Year
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
Section 9.5 Time Periods
In applying any of these Bylaws which require that an act be done or not done
a specified number of days prior to an event or that an act be done during a
period of a specified number of days prior to an event, calendar days shall be
used, the day of the doing of the act shall be excluded and the day of the
event shall be included.
Section 9.6 Acquisition of Controlling Interest
The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to this
corporation.
ARTICLE X--AMENDMENTS
Section 10.1 Amendments
These Bylaws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the secretary
of Saiph Corporation, a corporation duly organized and existing under and by
virtue of the laws of the State of Nevada; that the above and foregoing Bylaws
of said corporation were duly and regularly adopted as such by the Board of
Directors by unanimous consent on the 15th day of March 2000; and that the
above and foregoing Bylaws are now in full force and effect.
Dated this 15th day of March 2000
/s/ Lynn Y. Carlson, Secretary
<PAGE>
EXHIBIT 2.2
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
SAIPH CORPORATION
The Undersigned, constituting the President and Secretary of Saiph
Corporation, hereby certify that pursuant to the provisions of NRS 78.385 the
following action was taken:
1. That the Board of Directors of said corporation by unanimous
consent dated June 29, 2000, adopted a resolution to amend Article IV of the
Articles of Incorporation to read as follows:
"Section 1. The number and class of shares which the corporation is
authorized to issue is 100,000,000 shares of common voting stock only and the
par value of all such shares is to be $0.001 per share."
2. The number of shares of the corporation outstanding and entitled
to vote on an amendment to the Articles of Incorporation was 1,000,000; that
the said change(s) and amendment has 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.
Dated this 6th day of July 2000.
/s/ Eric Bronk, President
/s/ Lynn Carlson, Secretary
State of California )
) ss
County of Orange )
On the 6th day of July 2000, personally appeared before me, a Notary
Public, Eric Bronk and Lynn Carlson, who executed the foregoing Articles of
Amendment to the Articles of Incorporation of Saiph Corporation.
/s/ Robinson Ranier
Notary Public
<PAGE>
EXHIBIT 4.1
[Front of Certificate]
Incorporated Under the Laws of the State of Nevada
CUSIP NO. 79378M 10 9
SAIPH CORPORATION
Number Shares
Authorized common stock: 100,000,000 shares
Par Value: $.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of SAIPH CORPORATION Common Stock
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid until countersigned by the Transfer Agent and
registered by the Registrar.
Witness the facsimile seal of the Corporation and the facsimile signature
of its duly authorized officers.
Dated:
/s/ Lynn Carlson /s/ Eric Bronk
Secretary President
Saiph Corporation
Corporate
Seal
Nevada
Interwest Transfer Co., Inc., P.O. Box 17136/Salt Lake City, Utah 84117
Countersigned & Registered
[Back of Certificate]
NOTICE:Signature must be guaranteed by a firm which is a member of a
registered national stock exchange, or by a bank (other than a saving bank),
or a trust company. The following abbreviations, when used in the inscription
on the face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM as tenants in common UNI GIFT MIN ACT . . . . . . .
Custodian . . . . . . .
TEN ENT as tenants by the entireties (Cust) (Minor)
JT TEN as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as Act . . . . . . . . . .
tenants in common (State)
Additional abbreviations may also be used though not in the
above list.
For Value Received, _____________________ hereby sell, assign and
transfer unto
Please insert social security or other
identifying number of assignee
_______________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
_______________________________________________________________________
_______________________________________________________________________
______________________________________________________ Shares of the
capital stock represented by the within certificate, and do hereby irrevocably
constitute and appoint _________________ Attorney to transfer the said stock
on the books of the within named Corporation with full power of substitution
in the premises.
Dated
Notice: The signature of this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement or any change whatever
<PAGE>
EXHIBIT 10.1
PROMISSORY NOTE
$9,000.00
Newport Beach, California
March 27, 2000
THE UNDERSIGNED promises to pay to the order of Mezzanine Capital Ltd. at
1516-D Brookhollow Drive, Santa Ana, CA 92705, or at such other place as the
holder hereof may designate in writing, the sum of nine thousand dollars
($9,000.00), with interest thereon at the rate of 10% per annum from the date
hereof. Principal and interest shall be due and payable one year from the
date hereof.
Prepayment of this note may be made at any time without penalty.
In the event of commencement of suit to enforce payment of this note, the
undersigned agrees to pay such additional sum as attorney's fees as the court
may adjudge reasonable.
Saiph Corporation
By: /s/ Eric Chess Bronk, President
<PAGE>
EXHIBIT 12.1
Crouch, Bierwolf & Chisholm
Certified Public Accountants
50 West Broadway, Suite 1130
Salt Lake City, Utah 84101
CONSENT FOR INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form 10-SB of our report dated July 7, 2000 of Saiph Corporation
for the period ended June 30, 2000.
/s/ Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Certified Public Accountants
