--------------------------------------------------------------------------------
JEFFREY A. HARRY
Sole Officer and Director
24843 Del Prado, #318
Dana Point, CA 92629
(Name and Address of Person Authorized to Receive
Notices and Communications on Behalf of the Person Filing Statement)
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WITH A COPY TO:
Karl E. Rodriguez, ESQ
34700 Pacific Coast Highway, #303
Capistrano Beach CA, 92624
(949) 248-9561
fax: (949) 248-1688
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB-12G
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION (G) OF THE SECURITIES EXCHANGE ACT OF 1934
WebMaster.com, Inc.
Nevada Optional
(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
24843 Del Prado, Suite 318, Dana Point California 92629
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 248-1765
The following Securities are to be registered pursuant to Section 12(g) of the
Act:
Class-A Common Voting Equity Stock
4,950,800
July 25, 2000
The EXHIBIT INDEX is located at page 31 of this Registration Statement
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<PAGE>
PART I 3
Item 1. Description of Business 3
(a) Business Development 3
(b) Business of the Issuer 3
Item 2. Managements Discussion and Analysis or Plan of Operation 6
(a) Plan of Operation 6
(b) Discussion and Analysis of Financial Condition
and Results of Operations 6
(c) Selected Financial Information 6
(d) Reverse Acquisition Candidate 7
Item 3. Description of Property 7
Item 4. Security Ownership of Certain Beneficial Owners and Management 7
(a) Security Ownership of Management 7
(b) Security Ownership of Certain Beneficial Owners 8
(c) Changes in Control 8
Item 5. Directors, Executive Officers, Promoters and Control Persons 8
Item 6. Executive Compensation 9
Item 7. Certain Relationships and Related Transactions 9
Item 8. Description of Securities 9
The Registrant's Capital Authorized and Issued 9
Common Stock. 9
PART II 10
Item 1 10
(a) Market Information 10
(b) Holders 10
(c) Dividends 10
(d) Secondary Trading/Unrestricted Shares of Common Stock 10
Item 2. Legal Proceedings 11
Item 3. Changes in and Disagreements with Accountants 11
Item 4. Recent Sales of Unregistered Securities 11
Item 5. Indemnification of Officers and Directors 12
PART F/S 13
PART III 32
Item 1. Index to Exhibits 32
2
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PART I
UNNUMBERED ITEM: INTRODUCTION
This registration statement is voluntarily filed pursuant to Section 12(g)
of the Securities Exchange Act of 1934, in order to comply with the requirements
of National Association of Securities Dealers for submission for quotation on
the Over the Counter Bulletin Board, often called OTCBB . Our common stock is
not presently quoted on the OTCBB. Its common stock is not listed on the Pink
Sheets and have not traded in brokerage transactions. The requirements of the
OTCBB are that the financial statements and information about our corporation be
reported periodically to the Commission and be and become information that the
public can access easily. We wish to report and provide disclosure voluntarily,
and will file periodic reports in the event that its obligation to file such
reports is excused, not required or suspended under the Exchange Act. If and
when this 1934 Act Registration is effective and clear of comments by the staff,
we will be eligible for consideration for the OTCBB upon submission of one or
more NASD members for permission to publish quotes for the purchase and sale of
the shares of our common stock.
ITEM 1. DESCRIPTION OF BUSINESS
(A) BUSINESS DEVELOPMENT
(1) FORM AND YEAR OF ORGANIZATION. This Corporation, WebMaster.com, Inc.,
("the Registrant" and more commonly "we, us and our") was incorporated in the
state of Nevada on May 19, 1999. On May 22, 1999, we issued 4,070,800 shares of
common stock valued at a total of $407.08, to our Seven Initial Founders for
organizational services at par value ($0.0001). On June 9, 1999 we issued
880,000 shares to our Thirteen Investing Founders, at $0.125 per share, for a
total of $110,000.00. As a result of the foregoing, we have 4,950,800 shares
issued and outstanding.
(2) BANKRUPTCY, RECEIVERSHIP OR SIMILAR PROCEEDING. None from inception
to date.
(B) BUSINESS OF THE ISSUER. We intend to become a global Internet media
company that will offer a network of branded World Wide Web (the "Web")
programming that will serve millions of users daily. We will provide targeted
Internet resources and communications services for a broad range of audiences,
based on demographic, key-subject and geographic interests.
Under the WebMaster.com, Inc. brand, we will provide intuitive,
context-based guides to online content, Web search capabilities, aggregated
third-party content, email, and community and personalization features.
We intend to make our web properties available without charge to users, and
will generate revenue primarily through the sale of banner advertisements on
short-term contracts. Advertising on domestic WebMaster.com, Inc. properties
will be sold through our internal advertising sales force, and advertising on
international WebMaster.com, Inc. properties will be sold through a combination
of our internal advertising sales force and third party agents.
PRODUCTS AND MEDIA PROPERTIES. Our principal offering will provide the
flagship product for its global Internet media network that will offer branded
programming and services used by millions of people each day. We will offer a
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<PAGE>
comprehensive, intuitive and user-friendly online guide to Web navigation,
aggregated information content, communication services, a strong user community,
and commerce. We will include a hierarchical, subject-based directory of Web
sites, which enables Web users to locate and access desired information and
services through hypertext links included in the directory. We will organize our
Web site listings under the following 14 principal categories: Arts and
Humanities, Business and Economy, Computers and Internet, Education,
Entertainment, Government, Health, News and Media, Recreation and Sports,
Reference, Regional, Science, Social Science, Society and Culture. Web sites
will be further organized under these major headings by hierarchical
subcategories. Users can browse the directory listings by subject matter through
a rapid keyword search request that scans the contents of the entire directory
or any subcategory within WebMaster.com. The basic Web site listings will, in
many cases, be supplemented with brief descriptive commentary, and a special
symbol is used to indicate listings that, in the view of our editorial staff,
provide unique presentation or content within their topic area. We will also
provide Web-wide text search results from a specialized search engine. These
results will be integrated into the directory search function so that Web-wide
search results can be presented in the absence of relevant listings from the
WebMaster.com directory.
We will also incorporate a rich set of current and reference information
from leading content providers, including real-time news (provided by Reuters
News Media), stock quotes (Reuters), corporate earnings reports (Zacks), mutual
fund holdings (CDA/Weisenberger), stock investing commentary (Motley Fool),
sports scores (ESPN SportsTicker), sports commentary (The Sporting News),
weather information (Weathernews, Inc), and entertainment industry gossip (E!
Online). We will also organize hypertext links to Web sites featuring current
events and issues of interest, such as elections, holidays, political issues and
major weather conditions, organized in a topical format and updated regularly.
Other content to be offered by WebMaster.com will include yellow pages, maps,
driving directions, and classified listings.
We intend to establish ourselves as a leading communications hub on the
Internet. Through its integrated chat service and message boards, WebMaster.com
members will be able to contact each other as well as communicate with the Web
community at large. We will build a community of members who will register with
WebMaster.com, establish a personalized version of WebMaster.com, use Web-based
WebMaster.com Mail for email, and submit classified advertisements.
In addition, one of our primary strategies will be to provide a marketplace
for commerce on the Web. Through sponsorship arrangements with premier
merchants, we will offer our members the opportunity to purchase goods and
services such as books (Amazon.com), music (CDNow), videos (Reel.com,
Videoserve), automotive services (Autoweb, Edmonds, Microsoft Carpoint),
mortgages (E-Loan), and brokerage services (DLJ direct, E*Trade, Ameritrade,
Datek).
TARGETED ONLINE PROPERTIES. The comprehensive subject-based, demographic
and geographic listings in WebMaster.com will provide a platform for us to
develop and offer independent navigational tools and information services that
will be targeted to particular interests and Web users and are presented within
the familiar WebMaster.com framework and style. We will work with appropriate
strategic partners who will develop localized or targeted content and, in some
cases, promote and sell advertising. We will develop Web-based media properties
that will allow the user to personalize and tailor the presentation of
information and navigational resources. We believe that, if implemented
successfully, these services further strengthen customer loyalty to the
WebMaster.com, Inc. brand and create additional revenue opportunities through a
broader end user and advertiser base and increasingly targeted advertising
opportunities.
GEOGRAPHIC PROPERTIES. We will seek to build upon its global user base by
developing Internet properties focused on geographic regions, which will include
foreign countries as well as major domestic metropolitan areas.
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REGIONAL ONLINE PROPERTIES. We intend to offer regional WebMaster.com
properties for targeted metropolitan areas. These offerings, which will be
developed and maintained by us, include listings from the main WebMaster.com
service selected and organized on the basis of regional focus, as well as
aggregated local content, such as local news, weather, traffic and yellow pages
listings licensed from third-party content providers, including local television
and radio stations, newspapers and entertainment guides, and localized community
features, such as bulletin boards, personals and classified listings.
LOCAL ONLINE PROPERTIES. As an extension of WebMaster.com s comprehensive
regional programming, we intend to offer WebMaster.com Get Local , which will
provide users with local online resources for more than 30,000 U.S. cities and
is organized and presented to users on the basis of the user's zip code. Get
Local will automatically create a specialized page for the chosen locale with
city and regional news, scores from local sports teams, weather reports, and zip
code-specific links to a wide variety of resources for entertainment, businesses
and activities that affect the local area. We believe that these local
properties will provide local advertisers a cost-effective means of targeting
their online audience, as well as allowing national advertisers to target key
geographic markets.
SUBJECT-BASED PROPERTIES. We intend to develop subject-based Internet
properties, including WebMaster.com Sports (sports scores and information),
WebMaster.com Autos (new and used car buying information), WebMaster.com Travel
(travel arrangement and booking information), WebMaster.com Games (Java-based
games), and WebMaster.com Finance (stock quotes and company and industry
information). We intend also to develop a VISA Shopping Guide by WebMaster.com
focused on Internet resources for online shopping for goods and services and
MTV/WebMaster.com focused on music-related Web resources, produced in
conjunction with MTV Networks. We intend to continue to seek relationships with
leading content providers to develop additional Internet properties focused on
interest areas that we believe to be desirable advertising vehicles.
DEMOGRAPHIC PROPERTIES. We also intend to develop and offer online
properties focused on targeted demographic groups, initially children, and
designed for children ages 7 to 12. The Web sites included will be selected by
professional educators as appropriate for children. We also intend to launch
WebMaster.com, Seniors' Guide which will be designed for the growing population
of active, older adults. We will seek to develop additional Internet properties
that will be focused on specific demographic groups which will provide
attractive advertising opportunities.
(1) COMPETITIVE BUSINESS CONDITIONS AND THE SMALL BUSINESS ISSUER'S
COMPETITIVE POSITION IN THE INDUSTRY. The Internet industry is now one of the
most intensely competitive in the world. Many well-established companies and
many new ventures are in or entering this dynamic field. There can be no
assurance that we can compete effectively, or that other technologies or
approaches will not arise that obviate our concept.
(2) ESTIMATE OF AMOUNT SPENT ON RESEARCH AND DEVELOPMENT IN EACH OF LAST
TWO YEARS. None.
(3) COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS. Not
Applicable
(4) NUMBER OF TOTAL EMPLOYEES AND FULL-TIME EMPLOYEES. We have one
Officer/Director.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
(A) PLAN OF OPERATION.
(1) CASH REQUIREMENTS AND OF NEED FOR ADDITIONAL FUNDS, TWELVE MONTHS. We
have an immediate and forseeable need for additional funding, from sources
outside of its circle of shareholders, during the next twelve months; however,
as a practical matter we cannot begin to formulate the capital requirements,
before the completion of this 1934 Act Registration, and the achievement of
quotability on the OTCBB. Management estimates that we need $500,000 to launch
and another $500,000 to continue operations for the next twelve months
We do not anticipate any contingency upon which we would voluntarily cease
filing reports with the SEC, even though it may cease to be required to do so.
It is in our compelling interest to report its affairs quarterly, annually and
currently, as the case may be, generally to provide accessible public
information to interested parties, and also specifically to maintain its
qualification for the OTCBB, if and when the Issuer's intended application for
submission be effective.
(2) SUMMARY OF PRODUCT RESEARCH AND DEVELOPMENT. None.
(3) EXPECTED PURCHASE OR SALE OF PLANT AND SIGNIFICANT EQUIPMENT. None
(4) EXPECTED SIGNIFICANT CHANGE IN THE NUMBER OF EMPLOYEES. None at this
time.
Reference is made to NOTE 1 (a) of our Auditor's Report: "The Company is
currently focusing on raising capital to develop its operations. Reference is
also made to NOTE 2: "The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. The Company has few
assets and no operations and is dependent upon financing to continue operations.
The financial statements do not include any adjustment that might result from
the outcome of this uncertainty. It is management's plan to raise capital in
order to pursue its business operations, thus creating operating revenue."
(B) DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Our first Fiscal Year ended March 31, 2000. Our financial condition is
substantially unchanged since the end of our first fiscal year.
Our offices and records are presently located at 24843 Del Prado, Suite
318, Dana Point California, where we lease desk and storage space which
management values at $250 per month. This amount is presently accrued as a
non-interest bearing account receivable.
We incurred $2,419 of organizational costs, which were paid by
shareholders, and exchanged for 2,419,000 shares of common stock having a par
value of $2,419.
The bulk of our expenses to date have been legal and professional fees and
costs, including auditing and accounting, to prepare this 1934 Act Registration
statement.
(C) SELECTED FINANCIAL INFORMATION. The following selected financial
information summarizes our history and condition. Our $13,024 assets consist of
$7,500 cash, and $5,524 in prepaid expenses. Our $2,906 liabilities represent
accrued management expenses, in the nature of office expense. We have enjoyed no
revenues to date. We are a start-up venture.
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Un-Audited Un-Audited Audited Un-Audited
4/1/00 Inception Inception Inception
to . . . . 5/19/99 5/19/99 5/19/99
6/30/00 to to to
1st Quarter. . . 6/30/99 3/31/00 6/30/00
1st Quarter. . Year End
---------------------------------------------------------------------------
Total Assets . . . . . $ 13,024 $ 13,024
Total Liabilities. . . $ 2,906 0
Revenues . . . . . . . 0 0 0 0
Operating Expenses . . 2,906 4,071 101,047 103,953
Net Earnings or (Loss) (2,906) (4,071) (101,047) (103,953)
Per Share Earnings . . (0.00062) (0.001) (0.02) (0.02226)
or (Loss)
Average Common Shares. 4,669,027 4,070,800 4,862,800 4,669,027
Outstanding
---------------------------------------------------------------------------
</TABLE>
(D) REVERSE ACQUISITION CANDIDATE. This Registrant is not a candidate for any
reverse or direct acquisition transactions, or other business combinations. Our
intention is to develop and realize our business plan.
ITEM 3. DESCRIPTION OF PROPERTY.
We have no property and out-source our support services on terms no less
favorable to us than would be obtainable by other un-related sources. Management
believes the true cost of doing business is reflected in our financial
statements, by reason of the billings and payments for such services. Our
offices and records are presently located at 24843 Del Prado, Suite 318, Dana
Point California, where we lease desk and storage space that management values
at $250 per month. This amount is presently accrued as a non-interest bearing
account receivable.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(A) SECURITY OWNERSHIP OF MANAGEMENT. To the best of our knowledge and belief
the following disclosure presents the total beneficial security ownership of all
Directors and Nominees, naming them, and by all Officers and Directors as a
group, without naming them. More than one person, entity or group could be
beneficially interested in the same securities, so that the total of all
percentages may accordingly exceed one hundred percent of some or any classes.
Please refer to explanatory notes if any, for clarification or additional
information.
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(B) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. To the best of our
knowledge and belief the following disclosure presents the total security
ownership of all persons, entities and groups, known to or discoverable by us,
to be the beneficial owner or owners of more than five percent of any voting
class of our stock. More than one person, entity or group could be beneficially
interested in the same securities, so that the total of all percentages may
accordingly exceed one hundred percent of some or any classes. Please refer to
explanatory notes if any, for clarification or additional information.
TABLE A/B
COMMON STOCK
OFFICERS AND DIRECTORS AND OWNERS OF 5% OR MORE
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address of Beneficial Owner Actual %
Ownership
---------------------------------------------------------
Jeffrey A. Harry. . . . . . . . . . . 4,000,000 80.80
3 San Bittern
Aliso Viejo CA 92656
Sole Initial Officer/Director
---------------------------------------------------------
All Officers and Directors as a Group 4,000,000 80.80
---------------------------------------------------------
Total Shares Issued and Outstanding . 4,950,800 100.00
=========================================================
</TABLE>
(C) CHANGES IN CONTROL. There are no arrangements known to Registrant,
including any pledge by any persons, of our securities, which may at a
subsequent date result in a change of control of this Corporation.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following person is our Sole Initial Officer/Director, having taken
office from the inception of the Registrant, to serve until their successors
might be elected or appointed. The time of the next meeting of shareholders has
not been determined.
Jeffrey A. Harry (age 26) is a Microsoft Certified Systems Engineer (MCSE),
with highly specialized training in windows based networks. His education also
includes training in Novell and MS-Dos software as well as hardware components
and computer network assembly. His training also includes extensive knowledge of
software such as Windows NT, Windows 3.x, Windows 95, MS-Office,
WordPerfect/Corel, Anti-Virus, Netware, Internet, and MS-Mail. Mr. Harry
continues his knowledge of technology changes in hardware and software to remain
competitive in the industry. His background experience consists of over 5 years
of computer hardware and software management. From 1995 to June of 1997 he was
the Manager of Information Systems for a leading New England engineering firm,
Environmental Science Services. He managed the hardware, and software
installations for 150 workstations and supervised an interstate linked network
for the offices in Massachusetts and Rhode Island. From June 1997 to February
1998 he continued to provide consulting services on a free-lance basis while
obtaining his MSCE certification. From February 1998 to present he has been a
small business computer network consultant, specializing in network optimization
and integration of multiple software and hardware platforms. Mr. Harry serves as
an officer and director of Knowledge Networks, Inc., an operating public
company.
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ITEM 6. EXECUTIVE COMPENSATION.
Since inception, we have incurred executive compensation costs which
management valued at $2,000. This amount is being accrued as a non interest
bearing account payable. We have paid no cash compensation to our
Officer/Director. Our officer will be reimbursed for out-of-pocket expenses and
may be compensated in the future for the time he devotes to our affairs. There
are no options or bonuses or other compensation arrangements. Our
officer/director is our initial founder, and has been issued 4,000,000 shares of
common stock.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 8. DESCRIPTION OF SECURITIES.
THE REGISTRANT'S CAPITAL AUTHORIZED AND ISSUED. We are authorized to issue
50,000,000 shares of a single class of Common Voting Stock, of par value $0.001,
of which 4,950,800 shares are issued and outstanding.
COMMON STOCK. All shares of Common Stock when issued were fully paid for and
nonassessable. Each holder of Common Stock is entitled to one vote per share on
all matters submitted for action by the stockholders. All shares of Common Stock
are equal to each other with respect to the election of directors and cumulative
voting is not permitted; therefore, the holders of more than 50% of the
outstanding Common Stock can, if they choose to do so, elect all of the
directors. The terms of the directors are not staggered. Directors are elected
annually to serve until the next annual meeting of shareholders and until their
successor is elected and qualified. There are no preemptive rights to purchase
any additional Common Stock or other securities. The owners of a majority of the
common stock may also take any action without prior notice of meeting which a
majority of shareholders could have taken at a regularly called shareholders
meeting, giving notice to all shareholders thereafter of the action taken. In
the event of liquidation or dissolution, holders of Common Stock are entitled to
receive, pro rata, the assets remaining, after creditors, and holders of any
class of stock having liquidation rights senior to holders of shares of Common
Stock, have been paid in full. All shares of Common Stock enjoy equal dividend
rights. There are no provisions in the Articles of Incorporation or By-Laws
which would delay, defer or prevent a change of control.
RISKS OF "PENNY STOCK." Our common stock may be deemed to be "penny stock" as
that term is defined in Reg.Section 240.3a51-1 of the Securities and Exchange
Commission. Penny stock share stocks (i) with a price of less than five dollars
per share; (ii) that are not traded on a "recognized" national exchange; (iii)
whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ)
listed stocks must still meet requirement (i) above); or (iv) in issuers with
net tangible assets less than $2,000,000 (if the issuer has been in continuous
operation for at least three years) or $5,000,000 (if in continuous operation
for less than three years), or with average revenues of less than $6,000,000 for
the last three years.
Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in our common stock
are urged to obtain and read such disclosure carefully before purchasing any
shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange Commission
requires broker-dealers in penny stocks to approve the account of any investor
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for transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
our common stock to resell their shares to third parties or to otherwise dispose
of them.
RISKS OF STATE BLUE SKY LAWS. In addition to other risks, restrictions and
limitations which may affect the resale of the existing shares of our common
stock, consideration must be given to the Blue Sky laws and regulations of
each State or jurisdiction in which a shareholder wishing to re-sell may reside.
Some States may distinguish between companies with active businesses and
companies whose only business is to seek to secure business opportunities, and
may restrict or limit resales of otherwise free-trading and unrestricted
securities. We have taken no action to register or qualify its common stock for
resale pursuant to the Blue Sky laws or regulations of any State or
jurisdiction. Accordingly offers to buy or sell our existing securities may be
unlawful in certain States
PART II
ITEM 1.
MARKET PRICE OF AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY
AND SHAREHOLDER MATTERS.
(A) MARKET INFORMATION. Our common stock is not presently quoted
Over-the-Counter on the Bulletin Board ( OTCBB ) or the NQB Pink Sheets, and has
never traded.
(B) HOLDERS. There are presently 19 shareholders of our common stock.
(C) DIVIDENDS. We have not paid any cash dividends on our Common Stock, and do
not anticipate paying cash dividends on its Common Stock in the next year. We
anticipate that any income generated in the foreseeable future will be retained
for the development and expansion of our business. Future dividend policy is
subject to the discretion of the Board of Directors and will depend upon a
number of factors, including future earnings, debt service, capital
requirements, business conditions, the financial condition of the Company and
other factors that the Board of Directors may deem relevant.
(D) SECONDARY TRADING/UNRESTRICTED SHARES OF COMMON STOCK. Secondary refers to
the resale of securities in brokerage transactions and is generally governed by
Rule 144, promulgated by the Securities and Exchange Commission pursuant to 3
of the Securities Act of 1933. Securities which have not been registered
pursuant to the Securities Act of 1933, but were exempt from such registration
when issued, are generally Restricted Securities as defined by Rule 144(a).
The impact of the restrictions of Rule 144 are (a) a basic one year holding
period from purchase; and (b) a limitation of the amount any shareholder may
sell during the second year, as to non-affiliates; however, as to shares owned
by affiliates, the second-year limitation of amounts attaches and continues
indefinitely, at least until such person has ceased to be an affiliate for 90
days or more. The limitation of amounts is generally 1% of the total issued and
outstanding in any 90 day period.
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There are 4,950,800 shares issued and outstanding, of which 4,000,000
shares are held by an affiliate/officer/director and 950,000 shares are owned by
non-affiliates. Our special securities counsel is of the opinion that the
affiliate 4,000,000 shares are not entitled to reliance on Rule 144 at this
early development stage. The 950,000 non affiliate shares, held continuously by
the persons to whom they were issued, are more than one year old but less than
two years old, and might, accordingly be resold in brokerage transaction in the
limited amounts provided by Rule 144(e)(2).
OPTIONS AND DERIVATIVE SECURITIES. We have no outstanding options or derivative
securities. We have no shares issued or reserved which are subject to options or
warrants to purchase, or securities convertible into common stock.
ITEM 2. LEGAL PROCEEDINGS.
There are no proceedings, legal, enforcement or administrative, pending,
threatened or anticipated involving or affecting us.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
There have been no disagreements of any sort or kind with Auditors or
Accountants respecting any matter or item reflected in the financial statements.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
On May 22, 1999, we issued 4,070,800 shares of common stock valued at a
total of $407.08, to our Seven Initial Founders for organizational services at
par value (=$0.0001).
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Date. . Title Exemption Price Amount Services
--------------------------------------------------------------------------------
5/22/99 Common Stock 4(2) $ 0.0001 4,070,800 $ 407.08
--------------------------------------------------------------------------------
Seven Initial Founders for organizational services at par value=$0.0001
--------------------------------------------------------------------------------
Shareholder # Shares % of Total
-----------------------------------------------------------
Jeffrey A. Harry 4,000,000 80.80
3 San Bittern
Aliso Viejo CA 92656 Affiliate/Restricted
-----------------------------------------------------------
Clifton Investment Group (1) 20,800 0.42
753 Bandit Trail
Fort Worth TX 76180 Restricted
-----------------------------------------------------------
Herrick, Monique 1,500 0.03
9794 Forest Lane #128
Dallas TX 76243 Restricted
-----------------------------------------------------------
Mees, David 4,000 0.08
704 Bridgeport Dr. #3
Bismarck ND 58504 Restricted
-----------------------------------------------------------
Southern Sportswear 6,100 0.12
9794 Forest Lane #128
Dallas TX 75243 Restricted
-----------------------------------------------------------
11
<PAGE>
-----------------------------------------------------------
Vogel, Wade 37,600 0.76
1108 27th Street N.W.
Mandan ND 58554 Restricted
-----------------------------------------------------------
Wentz, Barry 800 0.02
2100 Boston Drive
Bismarck ND 58504 Restricted
-----------------------------------------------------------
SUBTOTAL FOUNDERS SHARES: 4,070,800 82.23
</TABLE>
(1) The person with dispositive control of the shares owned by Clifton
Investment Group is David Clifton.
On June 9, 1999, we issued 880,000 shares to our Thirteen Investing
Founders, at $0.125 per share, for a total of $110,000.00.
--------------------------------------------------------------------------------
Date Title Exemption Price Amount Cash
--------------------------------------------------------------------------------
6/9/99 Common Stock 4(2) $0.125 880,000 $110,000.00
--------------------------------------------------------------------------------
Thirteen Investing Founders, with pre-existing relationships with management of
the sort that afforded access to the kind of information that registration
would have provided. The accreditation and level of sophistication of each
investor was determined by reference to their respective incomes, net worth and
investment experience.
--------------------------------------------------------------------------------
As a result of the foregoing, we have 4,950,800 shares issued and
outstanding. There were no Underwriters or Underwriting, and no discounts or
commissions. No securities sold are convertible or exchangeable into equity
securities, nor are there currently any warrants or options representing equity
securities.
ITEM 5. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
There are no provisions in our Articles of Incorporation or By-Laws, nor
any Resolutions of the Board of Directors, providing for indemnification of
Officers or Directors. We are aware of certain provision of the Nevada Corporate
Law which affects indemnity of Officers or Directors.
NRS 78.7502 provides for mandatory indemnification of officers,
directors, employees and agents, substantially as follows: the corporation shall
indemnify a director, officer, employee or agent of a corporation; to the extent
that he or she has been successful on the merits or otherwise in defense of any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (except an action by or in the right of the corporation) by reason
of the fact that he or she 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; if he or she acted in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the corporation; and, with respect to any criminal action or
proceeding, in which he or she had no reasonable cause to believe his or her
conduct was unlawful.
12
<PAGE>
PART F/S
FINANCIAL STATEMENTS PAGE
--------------------------------------------------------------------------------
F-1 Audited Financial Statements for the year ended March 31, 2000, and from
inception, May 19, 1999. 13
F-2 Un-Audited Financial Statements for the three months ended June 30, 2000 24
--------------------------------------------------------------------------------
13
<PAGE>
EXHIBIT F-1
AUDITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED MARCH 31, 2000,
AND FROM INCEPTION, MAY 19, 1999.
14
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Financial Statements
March 31, 2000
15
<PAGE>
C O N T E N T S
Independent Auditors' Report 16
Balance Sheet 17
Statement of Operations 18
Statement of Stockholders' Equity 19
Statement of Cash Flows 20
Notes to the Financial Statements 21 - 22
16
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors and Stockholders of
Webmaster.com, Inc.
We have audited the accompanying balance sheet of Webmaster.com, Inc. (a
Development Stage Company) as of March 31, 2000 and the related statements of
operations, stockholders' equity and cash flows from inception on May 19, 1999
through March 31, 2000. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Webmaster.com, Inc. (a
Development Stage Company) as of March 31, 2000 and the results of its
operations and cash flows from inception on May 19, 1999 through March 31, 2000
in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2, the Company's
operating loss and lack of working capital raise substantial doubt about its
ability to continue as a going concern. Management's plans in regard to those
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/Crouch, Bierwolf & Chisholm
Crouch, Bierwolf & Chisholm
Salt Lake City, Utah
April 12, 2000
17
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Balance Sheet
ASSETS
March 31,
2000
--------------------------------------------------------------------------------
Current assets
Cash $ 7,500
Prepaid Expenses 5,524
--------------------------------------------------------------------------------
Total Current Assets 13,024
--------------------------------------------------------------------------------
Total Assets $ 13,024
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 0
--------------------------------------------------------------------------------
Total Current Liabilities 0
--------------------------------------------------------------------------------
Stockholders' Equity
Common Stock, authorized
50,000,000 shares of $.001 par value,
issued and outstanding 4,950,800 4,951
Additional Paid in Capital 109,120
Deficit Accumulated During the
Development Stage (101,047)
--------------------------------------------------------------------------------
Total Stockholders' Equity 13,024
--------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity $ 13,024
================================================================================
The accompanying notes are an integral part of these financial statements
18
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Statement of Operations
From inception on
May 19, 1999
through
March 31,
2000
--------------------------------------------------------------------------------
Revenues: $ 0
Expenses:
General and administrative 101,047
--------------------------------------------------------------------------------
Total Expenses 101,047
================================================================================
Other Income (Expense):
Interest expense 0
Total Other Income (Expense) 0
--------------------------------------------------------------------------------
Net Loss $ (101,047)
--------------------------------------------------------------------------------
Net Loss Per Share $ (.02)
Weighted average shares outstanding 4,862,800
The accompanying notes are an integral part of these financial statements
19
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Statement of Stockholders' Equity
Deficit
Accumulated
Additional During the
Common Stock paid-in Development
Shares Amount capital Stage
--------------------------------------------------------------------------------
Balances at May 19, 1999 0 $ 0 $ 0 $ 0
--------------------------------------------------------------------------------
Stock issued for
services at $.001 4,070,800 4,071 0 0
Stock issued for cash at
$.125 per share 880,000 880 109,120 0
Net loss for the period
ended March 31, 2000 0 0 0 (101,047)
--------------------------------------------------------------------------------
Balance, March 31, 2000 4,950,800 $ 4,951 $ 109,120 $(101,047)
================================================================================
The accompanying notes are an integral part of these financial statements
20
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Statement of Cash Flows
From inception on
May 19, 1999
through
March 31,
2000
--------------------------------------------------------------------------------
Cash Flows form Operating
Activities
Net loss $ (101,047)
Adjustments to reconcile
net loss to net cash
provided by operations:
Stock for services 4,071
Increase in prepaid expenses (5,524)
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Operating Activities (102,500)
--------------------------------------------------------------------------------
Cash Flows from Investment
Activities:
0
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Investing Activities 0
--------------------------------------------------------------------------------
Cash Flows from Financing
Activities:
Issued common stock for cash 110,000
--------------------------------------------------------------------------------
Net Cash (Used) Provided by
Financing Activities 110,000
-------
Net increase (decrease) in cash 7,500
Cash, beginning of year 0
--------------------------------------------------------------------------------
Cash, end of year $ 7,500
================================================================================
Non-Cash Financing Transactions:
Shares issued for services $ 4,071
Cash Paid For:
Interest $ 0
Taxes $ 0
The accompanying notes are an integral part of these financial statements
21
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Notes to the Financial Statements
March 31, 2000
NOTE 1 - Summary of Significant Accounting Policies
a. Organization
Webmaster.com, Inc. (the Company) was organized under the laws of the
State of Nevada on May 19, 1999. The Company was formed to provide
communication services and resources over the internet. The Company is
currently focusing on raising capital to develop its operations.
b. Accounting Method
The Company recognizes income and expense on the accrual basis of
accounting.
c. 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.
d. Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of
three months or less to be cash equivalents.
e. Provision for Income Taxes
No provision for income taxes has been recorded due to net operating loss
carryforwards totaling approximately $101,047 that will be offset against future
taxable income. These NOL carryforwards begin to expire in the year 2020. No
tax benefit has been reported in the financial statements because the Company
believes there is a 50% or greater chance the carryforward will expire unused.
Deferred tax assets and the valuation account is as follows at March 31,
2000.
Deferred tax asset:
NOL carrryforward $34,000
Valuation allowance (34,000)
----------------------------------------========
Total $ 0
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
expenses during the reporting period. In these financial statements, assets and
expenses involve extensive reliance on management's estimates. Actual results
could differ from those estimates.
22
<PAGE>
WEBMASTER.COM, INC.
(a Development Stage Company)
Notes to the Financial Statements
March 31, 2000
NOTE 2 - Going Concern
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has few assets and no
operations and is dependent upon financing to continue operations. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. It is management's plan to raise capital in order
to pursue its business operations, thus creating necessary operating revenue.
NOTE 3 - Development Stage Company
The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7. It is concentrating substantially
all of its efforts in raising capital and defining its business operation in
order to generate significant revenues.
NOTE 4 - Equity
During May 1999, the Company issued 4,070,800 shares of common stock for
services valued at $4,071.
During June 1999, the Company issued 880,000 shares of common stock for cash
of $110,000.
23
<PAGE>
EXHIBIT F-2
24
<PAGE>
UN-AUDITED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JUNE 30, 2000
25
<PAGE>
WEBMASTER.COM
BALANCE SHEETS (UNAUDITED)
For the fiscal year ended March 31, 2000
And for the three months ended June 30, 2000
<TABLE>
<CAPTION>
<S> <C> <C>
June 30, March 31,
2000 2000
------------------------------------------------------------------------------
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . . . . . . $ 7,500 $ 7,500
------------------------------------------------------------------------------
TOTAL CURRENT ASSETS. . . . . . . . . . . . . . . . . 7,500 7,500
==============================================================================
OTHER ASSETS
Prepaid expenses. . . . . . . . . . . . . . . . . . . 5,524 5,524
------------------------------------------------------------------------------
TOTAL OTHER ASSETS. . . . . . . . . . . . . . . . . . 5,524 5,524
==============================================================================
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . . . $ 13,024 $ 13,024
==============================================================================
LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
Accounts payable. . . . . . . . . . . . . . . . . . . $ 2,906 $ 0
------------------------------------------------------------------------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . 2,906 0
==============================================================================
STOCKHOLDERS' EQUITY
Common Stock, $.001 par value; authorized 50,000,000
shares; issued and outstanding, 4,950,800 shares
and 4,950,800 shares respectively. . . . . . . . . 4,951 4,951
Additional paid-in capital. . . . . . . . . . . . . . 109,120 109,120
Accumulated equity (deficit). . . . . . . . . . . . . (103,953) (101,047)
Subscription Receivable
Total Stockholders' Equity. . . . . . . . . . . . . . 10,118 13,024
------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY. . . . . . . . . . . . . . $ 13,024 $ 13,024
==============================================================================
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<PAGE>
WEBMASTER.COM
STATEMENTS OF LOSS AND ACCUMULATED DEFICIT (UNAUDITED)
For the fiscal year ended March 31, 2000
And for the periods ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
From April From May May 19, 1999
1, 2000 to. 19, 1999 to through
June 30,. . June 30, June 30,
2000 1999 2000
-----------------------------------------------------------------------
$ 0 $ 0 $ 0
Revenues
General and Administrative. . 2,906 4,071 103,953
Net Loss from Operations. . . 2,906 4,071 103,953
Net Income (Loss) . . . . . . $ 2,906 $ 4,071 $ 103,953
Loss per Share. . . . . . . . $ 0.00062 $ 0.00100 $ 0.02226
Weighted Average
Shares Outstanding. . . . 4,950,800 4,070,800 4,669,027
</TABLE>
The accompanying notes are an integral part of these financial statements.
27
<PAGE>
WEBMASTER.COM
STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT)(UNAUDITED)
For the period from inception of the Development Stage
On May 19, 1999, through March 31, 2000
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Additional Accumulated Total Stock-
Common Par Paid-In Equity holders' Equity
Stock Value Capital (Deficit) (Deficit)
----------------------------------------------------------------------------------------------------------
Common Stock issued at inception 2,419,000 $ 2,419 $ 0 $ 0 $ 2,419
Common Stock issued for
operating expenses . . . . . 1,651,800 1,652 0 0 0
Common Stock sold for cash . . . 880,000 880 109,120 0 0
Net Loss for the period. . . . . 0 0 0 (101,047) 0
Balance at March 31, 2000. . . . 4,950,800 $ 4,951 $ 109,120 ($101,047) $ 13,024
---------- ------------ ------------- ----------- -----------------
Net Loss for the period. . . . . 0 0 0 (2,906) 0
Balance at June 30, 2000 . . . . 4,950,800 $ 4,951 $ 109,120 ($103,953) $ 10,118
---------- ------------ ------------- ----------- -----------------
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<PAGE>
WEBMASTER.COM
STATEMENTS OF CASH FLOW (UNAUDITED)
For the fiscal year ended March 31, 2000
And for the periods ended June 30, 2000 and 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C>
From
Inception on
From April From May May 19, 1999
1, 2000 to 19, 1999 to through
June 30, . . June 30, June 30,
2000 1999 2000
----------------------------------------------------------------------------------------------
Operating Activities
Net Income (Loss). . . . . . . . . . . . . . . . ($2,906) ($4,071) ($103,953)
Items not effecting cash
Stock for services. . . . . . . . . . . . . . 0 4,071 4,071
Increase in prepaid expenses. . . . . . . . . (5,524)
Cash increase from creation of account payable . 2,906 0 2,906
Net Cash from Operations . . . . . . . . . . . . 0 0 (102,500)
Cash Increase (Decrease) . . . . . . . . . . . . 0 0 (102,500)
Cash infused from sale/issuance of common stock. 0 0 110,000
Net increase (decrease) in cash. . . . . . . . . 0 0 7,500
Beginning Cash . . . . . . . . . . . . . . . . . 7,500 0 0
Cash as of Statement Date. . . . . . . . . . . . $ 7,500 $ 0 $ 7,500
</TABLE>
The accompanying notes are an integral part of these financial statements.
29
<PAGE>
WEBMASTER.COM
NOTES TO FINANCIAL STATEMENTS
for the Fiscal Year ended March 31, 2000
and for the period ended June 30, 2000
1-FORMATION AND OPERATIONS OF THE COMPANY
WebMaster.com (the Company) was incorporated in the state of Nevada on May
19, 1999. The Company intends to become a global Internet media company that
will offer a network of branded World Wide Web (the "Web") programming that will
serve millions of users daily. The Company will provide targeted Internet
resources and communications services for a broad range of audiences, based on
demographic, key-subject and geographic interests. A reserve account will be
maintained for each client based on each client's chargeback history. The
Company is authorized to issue 50,000,000 Common Shares each with a par value of
$0.001. The Board of Directors and Shareholders of the Company have authorized
the issuance of a minimum of 800,000, and a maximum of 1,000,000 of its Common
Shares in a Regulation D, 506 offering. As of the date of these statements
880,000 shares have been sold pursuant to that offering.
2-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
Accounting records of the Company and financial statements are maintained
and prepared on an accrual basis.
(b) FISCAL YEAR
The Company's proposed fiscal year for accounting and tax purposes is March
31.
(c) ORGANIZATION COSTS
The Company incurred $2,419 of organization costs in 1999. These costs,
which were paid by shareholders of the Company and which were exchanged for
2,419,000 shares of common stock having a par value of $2,419, These costs have
been expensed. The organization costs are detailed as follows:
Legal services in connection with preparation
and filing of state and federal documents for
incorporation and for Regulation D-506
offering circular, $ 1,000.00
Preparation of financial statements, 1,200.00
State filing fees, 219.00
--------------
Total $ 2,419.00
(d) CASH EQUIVALENTS
For Financial Accounting Standards purposes, the Statement of Cash Flows,
Cash Equivalents include time deposits, certificates of deposit, and all highly
liquid debt instruments with original maturities of three months or less.
Whenever cash amount are to be included on the Company's Statements of Cash
Flow, however, they will be comprised exclusively of cash.
30
<PAGE>
WebMaster.com
Notes to Financial Statements
for the fiscal year ended March 31, 2000
and for the period ended June 30, 2000
continued
3-PROPERTY AND EXECUTIVE COMPENSATION
(a) OFFICE AND RECORDS:
The Company's offices and all of its records are located at 24843 Del
Prado, Suite 318, Dana Point, California 92629 where it leases desk and storage
space which management values at $250 per month. This amount is being accrued
as a non interest bearing account payable. The Company has no tangible property
as of the date of this report.
(b) EXECUTIVE COMPENSATION:
Since inception, the Company has incurred executive compensation costs
which management valued at $2,000. This amount is being accrued as a non
interest bearing account payable. The Company has paid no cash compensation to
its officers or directors. Officers of the Company will be reimbursed for
out-of-pocket expenses and may be compensated in the future for the time they
devote to the Company.
4-STOCKHOLDERS' EQUITY.
The Company is authorized to issue 50,000,000 shares of common stock having a
par value of $0.001. In May 1999, 2,419,000 shares of Common Stock, were issued
in exchange for organizational costs which were valued by management at a total
of $2,419. Organizational costs were determined on a negotiated basis and
include incorporation of the Company, preparation of financial statements and
preparation, filing and revising of the Company's Regulation D, 506 offering
circular. In May 1999, 1,651,800 shares of Common Stock, were issued in exchange
for operational costs which were valued by management at a total of $1,652. In
September 1999, the Company issued 880,000 shares of its Common Stock in
exchange for $110,000 in cash.
31
<PAGE>
PART III
ITEM 1. INDEX TO EXHIBITS.
Exhibit
Table
# Table Category / Description of Exhibit Page Number
--------------------------------------------------------------------------------
[3] ARTICLES/CERTIFICATES OF INCORPORATION, AND BY-LAWS
--------------------------------------------------------------------------------
3.1 Articles of Incorporation 32
3.2 Amendment to Articles of Incorporation 35
3.3 By-Laws 37
--------------------------------------------------------------------------------
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to signed on its behalf by the undersigned, thereunto
authorized.
WebMaster.com, Inc.
by
Dated: July 25, 2000
/s/Jeffrey A. Harry
Jeffrey A. Harry
sole initial officer/director
32
<PAGE>
EXHIBIT 3.1
ARTICLES OF INCORPORATION
33
<PAGE>
ARTICLES OF INCORPORATION
OF
WEBMASTER.COM, INC.
ARTICLE I. The name of the Corporation is WEBMASTER.COM, INC.
ARTICLE II. Its principal office in the State of Nevada is 774 Mays Blvd.
#10, Incline Village NV 89452. The initial resident agent for services of
process at that address is N&R Ltd. Group, Inc.
ARTICLE III. The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America. The period of existence of the
corporation shall be perpetual.
ARTICLE IV. The corporation shall have authority to issue an aggregate of
50,000,000 shares of common voting equity stock of par value one mil ($0.0001)
per share, and no other class or classes of stock, for a total capitalization of
$5,000. The corporation's capital stock may be sold from time to time for such
consideration as may be fixed by the Board of Directors, provided that no
consideration so fixed shall be less than par value.
ARTICLE V. No shareholder shall be entitled to any preemptive or
preferential rights to subscribe to any unissued stock or any other securities
which the corporation may now or hereafter be authorized to issue, nor shall any
shareholder possess cumulative voting rights at any shareholders meeting, for
the purpose of electing Directors, or otherwise.
ARTICLE VI. The name and address of the Incorporator of the corporation is
William Stocker, 34700 Pacific Coast Highway, Suite 303, Capistrano Beach CA
92624. The affairs of the corporation shall be governed by a Board of Directors
of not less than one (1) nor more than (7) persons. The Incorporator shall act
as Sole Initial Director.
ARTICLE VII. The Capital Stock, after the amount of the subscription price
or par value, shall not be subject to assessment to pay the debts of the
corporation, and no stock issued, as paid up, shall ever be assessable or
assessed.
ARTICLE VIII. The initial By-laws of the corporation shall be adopted by
its Board of Directors. The power to alter, amend or repeal the By-laws, or
adopt new By-laws, shall be vested in the Board of Directors, except as
otherwise may be specifically provided in the By-laws.
34
<PAGE>
I THE UNDERSIGNED, being the Incorporator hereinbefore named for the
purpose of forming a corporation pursuant the General Corporation Law of the
State of Nevada, do make and file these Articles of Incorporation, hereby
declaring and certifying that the facts herein stated are true, and accordingly
have set my hand hereunto this Day,
Dated: May 20, 1999.
/s/ William Stocker
William Stocker
Incorporator
35
<PAGE>
EXHIBIT 3.2
AMENDMENT TO ARTICLES OF INCORPORATION
36
<PAGE>
AMENDMENT TO ARTICLES OF INCORPORATION
OF
WEBMASTER.COM, INC.
(AFTER PAYMENT OF CAPITAL AND ISSUANCE OF STOCK)
WE THE UNDERSIGNED, Officers of WEBMASTER.COM, INC. ( the Corporation ) hereby
certify:
1. The Board of Directors of the Corporation at a meeting of duly convened
and held on July 7, 2000 adopted a resolution to amend the Articles of
Incorporation as Originally filed as follows:
--------------------------------------------------------------------------------
THE FORMER ARTICLE IV READ: The corporation shall have authority to issue an
aggregate of 50,000,000 shares of common voting equity stock of par value one
mil ($0.0001) per share, and no other class or classes of stock, for a
total capitalization of $5,000. The corporation's capital stock may be sold
from time to time for such consideration as may be fixed by the Board of
Directors, provided that no consideration so fixed shall be less than
par value.
--------------------------------------------------------------------------------
ARTICLE IV IS SUPERSEDED AND REPLACED AS FOLLOWS: The corporation shall have
authority to issue an aggregate of 50,000,000 shares of common voting equity
stock of par value one mil ($0.001) per share, and no other class or classes of
stock, for a total capitalization of $50,000. The corporation's capital stock
may be sold from time to time for such consideration as may be fixed by the
Board of Directors, provided that no consideration so fixed shall be less than
par value.
--------------------------------------------------------------------------------
2. The Action of the Board of Directors, as recited above was authorized
and empowered, pursuant to the Laws of Nevada: the number of shares of the
Corporation outstanding and entitled to vote on an amendment to the Articles of
Incorporation on July 7, 2000 was 4,950,800; and the foregoing changes and
amendment have been consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of stock outstanding and
entitled to vote thereon, specifically 4,000,000 affirmative votes, representing
more than 80% of the total issued, outstanding and entitled to vote.
This amendment is signed and dated and notarized, as follows:
July 7, 2000
/s/ Jeff Harry
Jeff Harry
president
37
<PAGE>
EXHIBIT 3.3
BY-LAWS:
38
<PAGE>
BY-LAWS
OF
WEBMASTER.COM, INC.
A NEVADA CORPORATION
ARTICLE I
CORPORATE OFFICES
The principal office of the corporation in the State of Nevada shall be
located at 774 Mays Blvd. Suite 10, Incline Village NV 89451. The corporation
may have such other offices, either within or without the State of incorporation
as the board of directors may designate or as the business of the corporation
may from time to time require.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 1. PLACE OF MEETINGS
The directors may designate any place, either within or without the State
unless otherwise prescribed by statute, as the place of meeting for any annual
meeting or for any special meeting called by the directors. A waiver of notice
signed by all stockholders entitled to vote at a meeting may designate any
place, either within or without the State unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
SECTION 2. ANNUAL MEETINGS
The time and date for the annual meeting of the shareholders shall be set
by the Board of Directors of the Corporation, at which time the shareholders
shall elect a Board of Directors and transact any other proper business. Unless
the Board of Directors shall determine otherwise, the annual meeting of the
shareholders shall be held on the second Monday of June in each year, if not a
holiday, at Ten o'clock A.M., at which time the shareholders shall elect a Board
of Directors and transact any other proper business. If this date falls on a
holiday, then the meeting shall be held on the following business day at the
same hour.
SECTION 3. SPECIAL MEETINGS
Special meetings of the shareholders may be called by the President, the
Board of Directors, by the holders of at least ten percent of all the shares
entitled to vote at the proposed special meeting, or such other person or
persons as may be authorized in the Articles of Incorporation.
SECTION 4. NOTICES OF MEETINGS
Written or printed notice stating the place, day and hour of the meeting
and, in the case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten (10) days nor more than
sixty (60) days before the date of the meeting, either personally or by mail, by
the direction of the president, or secretary, or the officer or persons calling
the meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Closing of Transfer Books or Fixing Record Date.
39
<PAGE>
(a) For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case twenty (20) days. If the stock transfer books be
closed for the purpose of determining stockholders entitled to notice or to vote
at a meeting of stockholders, such books shall be closed for at least twenty
(20) days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the directors may
prescribe a day not more than sixty (60) days before the holding of any such
meeting as the day as of which stockholders entitled to notice of the and to
vote at such meeting must be determined. Only stockholders of record on that day
are entitled to notice or to vote at such meeting
(c) The directors may adopt a resolution prescribing a date upon which the
stockholders of record are entitled to give written consent to actions in lieu
of meeting. The date prescribed by the directors may not precede nor be more
than ten (10) days after the date the resolution is adopted by directors.
SECTION 5. VOTING LIST.
The officer or agent having charge of the stock transfer books for the
shares of the corporation shall make, at least ten (10) days before each meeting
of stockholders, a complete list of stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and number of shares held by each, which list, for a period of ten
(10) days prior to such meeting, shall be kept on file at the principal office
of the corporation and shall be subject to inspection by any stockholder at any
time during usual business hours. Such list shall also be produced and kept open
at the time and place of the meeting and shall be subject to the inspection of
any stockholder during the whole time of the meeting. The original stock
transfer book shall be prima facie evidence as to who are the stockholders
entitled to examine such list or transfer books or to vote at the meeting of
stockholders.
SECTION 6. QUORUM.
At any meeting of stockholders, a majority of fifty percent plus one vote,
of the outstanding shares of the corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting of stockholders. If
less than said number of the outstanding shares are represented at a meeting, a
majority of the outstanding shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
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SECTION 7. PROXIES.
At all meetings of the stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting. Such proxies may be deposited by electronic
transmission.
SECTION 8. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such shareholder. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of Nevada.
SECTION 9. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
a. Roll Call.
b. Proof of notice of meeting or waiver of notice.
c. Reading of minutes of preceding meeting.
d. Reports of Officers.
e. Reports of Committees.
f. Election of Directors.
g. Unfinished Business.
h. New Business.
SECTION 10. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken, or any
other action which may be taken, at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof. Unless otherwise provided by law, any action required to
be taken, or any other action which may be taken, at a meeting of the
stockholders, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a Majority of all of the
stockholders entitled to vote with respect to the subject matter thereof at any
regular meeting called on notice, and if written notice to all shareholders is
promptly given of all action so taken.
SECTION 11. BOOKS AND RECORDS.
The Books, Accounts, and Records of the corporation, except as may be
otherwise required by the laws of the State of Nevada, may be kept outside of
the State of Nevada, at such place or places as the Board of Directors may from
time to time appoint. The Board of Directors shall determine whether and to what
extent the accounts and the books of the corporation, or any of them, other than
the stock ledgers, shall be open to the inspection of the stockholders, and no
stockholder shall have any right to inspect any account or book or document of
this Corporation, except as conferred by law or by resolution of the
stockholders or directors. In the event such right of inspection is granted to
the Stockholder(s) all fees associated with such inspection shall be the sole
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expense of the Stockholder(s) demanding the inspection. No book, account, or
record of the Corporation may be inspected without the legal counsel and the
accountants of the Corporation being present. The fees charged by legal counsel
and accountants to attend such inspections shall be paid for by the Stockholder
demanding the inspection.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its board
of directors. The directors shall in all cases act as a board, and they may
adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
SECTION 2. NUMBER, TENURE, AND QUALIFICATIONS.
The number of directors of the corporation shall be a minimum of one (l)
and a maximum of nine (7), or such other number as may be provided in the
Articles of Incorporation, or amendment thereof. Each director shall hold office
until the next annual meeting of stockholders and until his successor shall have
been elected and qualified.
SECTION 3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than
this by-law immediately after, and at the same place as, the annual meeting of
stockholders. The directors may provide, by resolution, the time and place for
holding of additional regular meetings without other notice than such
resolution.
SECTION 4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of the
president or any two directors. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them.
SECTION 5. NOTICE.
Notice of any special meeting shall be given at least one day previously
thereto by written notice delivered personally, or by telegram or mailed to each
director at his business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed, with postage
thereon prepaid. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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SECTION 6. QUORUM.
At any meeting of the directors fifty (50) percent shall constitute a
quorum for the transaction of business, but if less than said number is present
at a meeting, a majority of the directors present may adjourn the meeting from
time to time without further notice.
SECTION 7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a
quorum is present shall be the act of the directors.
SECTION 8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of the majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
SECTION 9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
SECTION 10. RESIGNATION.
A director may resign at any time by giving written notice to the board,
the president or the secretary of the corporation. Unless otherwise specified in
the notice, the resignation shall take effect upon receipt thereof by the board
or such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
SECTION 11. COMPENSATION.
No compensation shall be paid to directors, as such, for their services,
but by resolution of the board a fixed sum and expenses for actual attendance at
each regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an executive
committee and other committees, each consisting of one (l) or more directors.
Each such committee shall serve at the pleasure of the board.
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ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the corporation shall be the president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
SECTION 2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided. In the event that no election of officers be held by the directors at
that time, the existing officers shall be deemed to have been confirmed in
office by the directors.
SECTION 3. REMOVAL.
Any officer or agent elected or appointed by the directors may be removed
by the directors whenever in their judgement the best interest of the
corporation would be served thereby, but such removal shall be without prejudice
to contract rights, if any, of the person so removed.
SECTION 4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
SECTION 5. PRESIDENT.
The president shall be the principal executive officer of the corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business and affairs of the corporation. He shall, when
present, preside at all meetings of the stockholders and of the directors. He
may sign, with the secretary or any other proper officer of the corporation
thereunto authorized by the directors, certificates for shares of the
corporation, any deeds, mortgages, bonds, contracts, or other instruments which
the directors have authorized to be executed, except in cases where the
directors or by these by-laws to some other officer or agent of the corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of president and such other
duties as may be prescribed by the directors from time to time.
SECTION 6. CHAIRMAN OF THE BOARD.
In the absence of the president or in the event of his death, inability or
refusal to act, the chairman of the board of directors shall perform the duties
of the president, and when so acting, shall have all the powers of and be
subject to all the restrictions upon the president. The chairman of the board of
directors shall perform such other duties as from time to time may be assigned
to him by the directors.
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SECTION 7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
the duties incident to the office of secretary and such other duties as from
time to time may be assigned to him by the president or by the directors.
SECTION 8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
SECTION 9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of fact that he is also a director of the corporation.
ARTICLE V
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS.
The directors may authorize any officer or officers, agent or agents to
enter into any contract or execute and deliver any instrument in the name of and
on behalf of the corporation, and such authority may be general or confined to
specific instances.
SECTION 2. LOANS.
No loans shall be contracted on behalf of the corporation and no evidences
of indebtedness shall be issued in its name unless authorized by a resolution of
the directors. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the corporation, shall be signed
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by such officer or officers, agent or agents of the corporation and in such
manner as shall from time to time be determined by resolution of the directors.
SECTION 4. DEPOSITS.
All funds of the corporation not otherwise employed shall be deposited from
time to time to the credit of the corporation in such banks, trust companies or
other depositories as the directors may select.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the 1st day of January in
each year, or on such other day as the Board of Directors shall fix.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE VIII
SEAL
The directors may provide a corporate seal which shall have inscribed
thereon the name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE IX
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
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ARTICLE X
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted in the same manner as their adoption, by the Board of Directors if so
adopted; by a vote of the stockholders representing a majority of all the shares
issued and outstanding, if so adopted or adopted by the Board of Directors; or,
in any case, at any annual stockholders' meeting or at any special stockholders'
meeting when the proposed amendment has been set out in the notice of such
meeting.
CERTIFICATION
THE SECRETARY of the Corporation hereby certifies that the foregoing is a
true and correct copy of the By-Laws of the Corporation named in the title
thereto and that such By-Laws were duly adopted by the Board of Directors of
said Corporation on the date set forth below.
EXECUTED, AND CORPORATE SEAL AFFIXED, this day of May 21, 1999.
/s/ Jeffrey A. Harry
Jeffrey A. Harry
Secretary
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