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 (g) of The Securities Exchange Act of 1934
Osage Acquisition Corporation
[ Name of Small Business Issuer in its Charter ]
Nevada 91-2048016
[State or other jurisdiction of incorporation] [I.R.S. Emp.Ident. No.]
1800 North Hill Avenue, Willow Grove PA 19090
(Address of Principal Executive Offices)
(Zip Code)
Issuer's telephone number ( 215 ) 658 - 0131
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
None
Securities to be registered pursuant to Section 12(g) of the Act.
Common Stock, $.001 Par Value
[ Title of Class ]
__________________________________________
[ Title of Class ]
PART I
ITEM 1. BUSINESS
Osage Acquisition Corporation ("Osage") was incorporated on
May 3rd, 2000, under the laws of the State of Nevada to engage in
any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. Osage has been in the
developmental stage since inception and has no operations to date
other than issuing shares to its original shareholder.
Osage will attempt to locate and negotiate with a business
entity for the combination of that target company with Osage. The
combination will normally take the form of a merger, stock-for-stock
exchange, or stock-for assets exchange. In most instances the
target company will wish to structure the business combination to be
within the definition of a tax-free reorganization under Section 351
or Section 368 of the Internal Revenue Code of 1986, as amended. No
assurances can be given that Osage will be successful in locating or
negotiating with any target company.
Osage has been formed to provide a method for a foreign or
domestic private company to become a reporting ("public") company
with a class of registered securities.
ASPECTS OF A REPORTING COMPANY
There are certain perceived benefits to being a reporting
company. These are commonly thought to include the following:
* increased visibility in the financial community;
* provision of information required under Rule 144 for
trading of eligible securities;
* compliance with a requirement for admission to
quotation on the OTC Bulletin Board maintained by
Nasdaq or on the Nasdaq SmallCap Market;
* the facilitation of borrowing from financial
institutions;
* improved trading efficiency;
* shareholder liquidity;
* greater ease in subsequently raising of capital;
* compensation of key employees through stock options
for which there may be a market valuation;
* enhanced corporate image.
There are also certain perceived disadvantages to being a
reporting company. These are commonly thought to include the
following:
* requirement for audited financial statements;
* required publication of corporate information;
* required filings of periodic and episodic reports
with the Securities and Exchange Commission;
* increased rules and regulations governing management,
corporate activities and shareholder relations.
COMPARISON WITH INITIAL PUBLIC OFFERING
Certain private companies may find a business combination
more attractive than an initial public offering of their securities.
Reasons for this may include the following:
* inability to obtain underwriter;
* possible larger costs, fees and expenses;
* possible delays in the public offering process;
* greater dilution of their outstanding securities.
Certain private companies may find a business combination
less attractive than an initial public offering of their securities.
Reasons for this may include the following:
* no investment capital raised through a business
combination;
* no underwriter support of after-market trading.
POTENTIAL TARGET COMPANIES
A business entity, if any, which may be interested in a
business combination with Osage may include the following:
* a company for which a primary purpose of becoming
public is the use of its securities for the
acquisition of assets or businesses;
* a company which is unable to find an underwriter of
its securities or is unable to find an underwriter of
securities on terms acceptable to it;
* a company which wishes to become public with less
dilution of its common stock than would occur upon an
underwriting;
* a company which believes that it will be able to
obtain investment capital on more favorable terms
after it has become public;
* a foreign company which may wish an initial entry
into the United States securities market;
* a special situation company, such as a company
seeking a public market to satisfy redemption
requirements under a qualified Employee Stock Option
Plan;
* a company seeking one or more of the other perceived
benefits of becoming a public company.
A business combination with a target company will normally
involve the transfer to the target company of the majority of the
issued and outstanding common stock of Osage, and the substitution
by the target company of its own management and board of directors.
No assurances can be given that Osage will be able to enter
into a business combination, as to the terms of a business
combination, or as to the nature of the target company.
The proposed business activities described herein classify
Osage as a "blank check" company. The Securities and Exchange
Commission and certain states have enacted statutes, rules and
regulations limiting the sale of securities of blank check
companies. Osage will not issue or sell additional shares or take
any efforts to cause a market to develop in Osage's securities until
such time as Osage has successfully implemented its business plan
and it is no longer classified as a blank check company.
The sole shareholder of Osage has executed and delivered an
agreement affirming that it will not sell or otherwise transfer its
shares except in connection with or following a business combination.
Osage is voluntarily filing this Registration Statement with
the Securities and Exchange Commission and is under no obligation to
do so under the Securities Exchange Act of 1934. Osage will
continue to file all reports required of it under the Exchange Act
until a business combination has occurred. A business combination
will normally result in a change in control and management of Osage.
Since a benefit of a business combination with Osage would normally
be considered its status as a reporting company, it is anticipated
that Osage will continue to file reports under the Exchange Act
following a business combination. No assurance can be given that
this will occur or, if it does, for how long.
Peter Goss is the sole officer and director of Osage. Osage
has no employees nor are there any other persons than Mr. Goss who
devote any of their time to its affairs. Mr. Goss will not begin
any services on behalf of Osage until after the effective date of
the Registration Statement. All references herein to management of
Osage are to Mr. Goss. The inability at any time of Mr. Goss to
devote sufficient attention to Osage could have a material adverse
impact on its operations.
GLOSSARY
"Blank Check" Company As used herein, a "blank check"
company is a development stage
company that has no specific
business plan or purpose or has
indicated that its business
plan is to engage in a merger
or acquisition with an
unidentified company or companies.
Business Combination Normally a merger, stock-for-stock
exchange or stock-for-assets exchange
between a target company and the
Registrant or the shareholders of the
Registrant.
Osage or the Registrant The corporation whose common
stock is the subject of this
Registration Statement.
Exchange Act The Securities Exchange Act of
1934, as amended.
Securities Act The Securities Act of 1933, as
amended.
RISK FACTORS
Osage's business is subject to numerous risk factors,
including the following:
OSAGE HAS NO OPERATING HISTORY NOR REVENUE AND MINIMAL ASSETS
AND OPERATES AT A LOSS. Osage has had no operating history nor any
revenues or earnings from operations. Osage has no significant
assets or financial resources. Osage has operated at a loss to date
and will, in all likelihood, continue to sustain operating expenses
without corresponding revenues, at least until the consummation of a
business combination. See PART F/S "FINANCIAL STATEMENTS". Mr.
Goss, individually, has agreed to pay all expenses incurred by Osage
until a business combination without repayment by Osage. Mr. Goss
is the sole shareholder of Osage. There is no assurance that Osage
will ever be profitable.
COMPANY HAS ONLY ONE DIRECTOR AND ONE OFFICER. Osage's
president, its sole officer, is Peter Goss who is also its sole
director and the controlling shareholder of its sole shareholder.
Because management consists of only one person, Osage does not
benefit from multiple judgments that a greater number of directors
or officers would provide and Osage will rely completely on the
judgment of its sole officer and director when selecting a target
company. Mr. Goss anticipates devoting only a limited amount of
time per month to the business of Osage and does not anticipate
commencing any services until after the effective date of the
Registration Statement. Osage has not obtained key man life
insurance on Mr. Goss. The loss of the services of Mr. Goss would
adversely affect development of Osage's business and its likelihood
of continuing operations.
CONFLICTS OF INTEREST. Mr. Goss, Osage's president,
participates in other business ventures which may compete directly
with Osage. Additional conflicts of interest and non-arms length
transactions may also arise in the future. Osage has adopted a
policy that it will not enter into a business combination with any
entity in which any member of management serves as an officer,
director or partner, or in which such person or such person's
affiliates or associates hold any ownership interest. The terms of
business combination may include such terms as Mr. Goss remaining a
director, officer or employee of Osage. The terms of a business
combination may provide for a payment by cash or otherwise to Mr.
Goss for the purchase or retirement of all or part of his common
stock of Osage by a target company or for services rendered incident
to or following a business combination. Mr. Goss would directly
benefit from such employment or payment. Such benefits may
influence Mr. Goss' choice of a target company. The Certificate of
Incorporation of Osage provides that Osage may indemnify officers
and/or directors of Osage for liabilities, which can include
liabilities arising under the securities laws. Therefore, assets of
Osage could be used or attached to satisfy any liabilities subject
to such indemnification. See "ITEM 5. DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS AND CONTROL PERSONS Conflicts of Interest."
THE PROPOSED OPERATIONS OF OSAGE ARE SPECULATIVE. The
success of Osage's proposed plan of operation will depend to a great
extent on the operations, financial condition and management of the
identified target company. While business combinations with
entities having established operating histories are preferred, there
can be no assurance that Osage will be successful in locating
candidates meeting such criteria. The decision to enter into a
business combination will likely be made without detailed
feasibility studies, independent analysis, market surveys or similar
information which, if Osage had more funds available to it, would be
desirable. In the event Osage completes a business combination the
success of Osage's operations will be dependent upon management of
the target company and numerous other factors beyond Osage's
control. There is no assurance that Osage can identify a target
company and consummate a business combination.
PURCHASE OF PENNY STOCKS CAN BE RISKY. In the event that a
public market develops for Osage's securities following a business
combination, such securities may be classified as a penny stock
depending upon their market price and the manner in which they are
traded. The Securities and Exchange Commission has adopted Rule
15g-9 which establishes the definition of "penny stock", for
purposes relevant to Osage, as any equity security that has a market
price of less than $5.00 per share or with an exercise price of less
than $5.00 per share whose securities are admitted to quotation but
do not trade on the Nasdaq SmallCap Market or on a national
securities exchange. For any transaction involving a penny stock,
unless exempt, the rules require delivery by the broker of a
document to investors stating the risks of investment in penny
stocks, the possible lack of liquidity, commissions to be paid,
current quotation and investors' rights and remedies, a special
suitability inquiry, regular reporting to the investor and other
requirements. Prices for penny stocks are often not available and
investors are often unable to sell such stock. Thus an investor may
lose his investment in a penny stock and consequently should be
cautious of any purchase of penny stocks.
THERE IS A SCARCITY OF AND COMPETITION FOR BUSINESS
OPPORTUNITIES AND COMBINATIONS. Osage is and will continue to be an
insignificant participant in the business of seeking mergers with
and acquisitions of business entities. A large number of
established and well-financed entities, including venture capital
firms, are active in mergers and acquisitions of companies which may
be merger or acquisition target candidates for Osage. Nearly all
such entities have significantly greater financial resources,
technical expertise and managerial capabilities than Osage and,
consequently, Osage will be at a competitive disadvantage in
identifying possible business opportunities and successfully
completing a business combination. Moreover, Osage will also
compete with numerous other small public companies in seeking merger
or acquisition candidates.
THERE IS NO AGREEMENT FOR A BUSINESS COMBINATION AND NO
MINIMUM REQUIREMENTS FOR BUSINESS COMBINATION. Osage has no current
arrangement, agreement or understanding with respect to engaging in
a business combination with a specific entity. There can be no
assurance that Osage will be successful in identifying and
evaluating suitable business opportunities or in concluding a
business combination. No particular industry or specific business
within an industry has been selected for a target company. Osage
has not established a specific length of operating history of a
specified level of earnings, assets, net worth or other criteria
which it will require a target company to have achieved, or without
which Osage would not consider a business combination with such
business entity. Accordingly, Osage may enter into a business
combination with a business entity having no significant operating
history, losses, limited or no potential for immediate earnings,
limited assets, negative net worth or other negative
characteristics. There is no assurance that Osage will be able to
negotiate a business combination on terms favorable to Osage.
REPORTING REQUIREMENTS MAY DELAY OR PRECLUDE ACQUISITION.
Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act"), Osage is required to
provide certain information about significant acquisitions including
audited financial statements of the acquired company. These audited
financial statements must be furnished within 75 days following the
effective date of a business combination. Obtaining audited
financial statements are the economic responsibility of the target
company. The additional time and costs that may be incurred by some
potential target companies to prepare such financial statements may
significantly delay or essentially preclude consummation of an
otherwise desirable acquisition by Osage. Acquisition prospects
that do not have or are unable to obtain the required audited
statements may not be appropriate for acquisition so long as the
reporting requirements of the exchange act or applicable.
Notwithstanding a target company's agreement to obtain audited
financial statements within the required time frame, such audited
financials may not be available to Osage at the time of effecting a
business combination. In cases where audited financials are
unavailable, Osage will have to rely upon unaudited information that
has not been verified by outside auditors in making its decision to
engage in a transaction with the business entity. This risk
increases the prospect that a business combination with such a
business entity might prove to be an unfavorable one for Osage.
LACK OF MARKET RESEARCH OR MARKETING ORGANIZATION. Osage has
neither conducted, nor have others made available to it, market
research indicating that demand exists for the transactions
contemplated by Osage. Even in the event demand exists for a
transaction of the type contemplated by Osage, there is no assurance
Osage will be successful in completing any such business combination.
REGULATION UNDER INVESTMENT COMPANY ACT. In the event Osage
engages in business combinations which result in Osage holding
passive investment interests in a number of entities, Osage could be
subject to regulation under the Investment Company Act of 1940.
Passive investment interest, as used in the Investment Company Act,
essentially means investments held by entities which do not provide
management or consulting services or are not involved in the
business whose securities are held. In such event, Osage would be
required to register as an investment company and could be expected
to incur significant registration and compliance costs. Osage has
obtained no formal determination from the Securities and Exchange
Commission as to the status of Osage under the Investment Company
Act of 1940. Any violation of such Act could subject Osage to
material adverse consequences.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business
combination involving the issuance of Osage's common stock will, in
all likelihood, result in shareholders of a target company obtaining
a controlling interest in Osage. As a condition of the business
combination agreement, Mr. Peter Goss, the sole shareholder of
Osage, may agree to sell or transfer all or a portion of his
company's common stock so to provide the target company with all or
majority control. The resulting change in control of Osage will
likely result in removal of the present officer and director of
Osage and a corresponding reduction in or elimination of his
participation in the future affairs of Osage.
POSSIBLE DILUTION OF VALUE OF SHARES UPON BUSINESS
COMBINATION. A business combination normally will involve the
issuance of a significant number of additional shares. Depending
upon the value of the assets acquired in such business combination,
the per share value of Osage's common stock may increase or
decrease, perhaps significantly.
TAXATION. Federal and state tax consequences will, in all
likelihood, be major considerations in any business combination
Osage may undertake. Currently, such transactions may be structured
so as to result in tax-free treatment to both companies, pursuant to
various federal and state tax provisions. Osage intends to
structure any business combination so as to minimize the federal and
state tax consequences to both Osage and the target company;
however, there can be no assurance that such business combination
will meet the statutory requirements of a tax-free reorganization or
that the parties will obtain the intended tax-free treatment upon a
transfer of stock or assets. A non-qualifying reorganization could
result in the imposition of both federal and state taxes which may
have an adverse effect on both parties to the transaction.
ITEM 2. PLAN OF OPERATION
SEARCH FOR TARGET COMPANY
Osage has entered into an agreement with Peter Goss, the sole
shareholder of Osage, to supervise the search for target companies
as potential candidates for a business combination. The agreement
will continue until such time as Osage has effected a business
combination. Peter Goss has agreed to pay all expenses of Osage
without repayment until such time as a business combination is
effected.
Mr. Goss may only locate potential target companies for Osage
and is not authorized to enter into any agreement with a potential
target company binding Osage. Osage's agreement with Mr. Goss is
not exclusive and Mr. Goss has entered into agreements with other
companies similar to Osage on similar terms. Mr. Goss may provide
assistance to target companies incident to and following a business
combination, and receive payment for such assistance from target
companies.
Mr. Goss owns 500,000 shares of Osage's common stock for
which he paid $500, or $.001, par value, per share.
Mr. Goss has entered, and anticipates that he will enter,
into agreements with other consultants to assist him in locating a
target company and may share his stock in Osage with or grant
options on such stock to such referring consultants and may make
payments to such consultants from his own resources. There is not
minimum or maximum amount of stock, options, or cash that Mr. Goss
may grant or pay to such consultants. Mr. Goss is solely
responsible for the costs and expenses of his activities in seeking
a potential target company, including any agreements with
consultants, and Osage has no obligation to pay any costs incurred
or negotiated by Mr. Goss.
Mr. Goss may seek to locate a target company through
solicitation. Such solicitation may include newspaper or magazine
advertisements, mailings and other distributions to law firms,
accounting firms, investment bankers, financial advisors and similar
persons, the use of one or more World Wide Web sites and similar
methods. If Mr. Goss engages in solicitation, no estimate can be
made as to the number of persons who may be contacted or solicited.
To date Mr. Goss has not utilized solicitation and expects to rely
on consultants in the business and financial communities for
referrals of potential target companies.
MANAGEMENT OF OSAGE
Osage has no full time employees. Peter Goss is the sole
officer of Osage and its sole director. Mr. Goss, as president of
Osage, has agreed to allocate a limited portion of his time to the
activities of Osage after the effective date of the registration
statement without compensation. Potential conflicts may arise with
respect to the limited time commitment by Mr. Goss and the potential
demands of Osage's activities.
The amount of time spent by Mr. Goss on the activities of
Osage is not predictable. Such time may vary widely from an
extensive amount when reviewing a target company and effecting a
business combination to an essentially quiet time when activities of
management focus elsewhere, or some amount in between. It is
impossible to predict the amount of time Mr. Goss will actually be
required to spend to locate a suitable target company. Mr. Goss
estimates that the business plan of Osage can be implemented by
devoting approximately 10 to 25 hours per month over precision. Mr.
Goss does not anticipate performing any services on behalf of Osage
until after the effective of the registration statement.
GENERAL BUSINESS PLAN
Osage's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
Osage will not restrict its search to any specific business,
industry, or geographical location and Osage may participate in a
business venture of virtually any kind or nature. Management
anticipates that it will be able to participate in only one
potential business venture because Osage has nominal assets and
limited financial resources. See PART F/S, "FINANCIAL STATEMENTS."
This lack of diversification should be considered a substantial risk
to the shareholders of Osage because it will not permit Osage to
offset potential losses from one venture against gains from another.
Osage may seek a business opportunity with entities which
have recently commenced operations, or which wish to utilize the
public marketplace in order to raise additional capital in order to
expand into new products or markets, to develop a new product or
service, or for other corporate purposes.
Osage anticipates that the selection of a business
opportunity in which to participate will be complex and extremely
risky. Management believes (but has not conducted any research to
confirm) that there are business entities seeking the perceived
benefits of a reporting corporation. Such perceived benefits may
include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive
stock options or similar benefits to key employees, increasing the
opportunity to use securities for acquisitions, providing liquidity
for shareholders and other factors. Business opportunities may be
available in many different industries and at various stages of
development, all of which will make the task of comparative
investigation and analysis of such business opportunities difficult
and complex.
Osage has, and will continue to have, no capital with which
to provide the owners of business entities with any cash or other
assets. However, management believes Osage will be able to offer
owners of acquisition candidates the opportunity to acquire a
controlling ownership interest in a reporting company without
incurring the cost and time required to become a reporting company
by other means. Management has not conducted market research and is
not aware of statistical data to support the perceived benefits of a
business combination for the owners of a target company.
The analysis of new business opportunities will be undertaken
by, or under the supervision, of, the officer and director of Osage,
who is not a professional business analyst. In analyzing
prospective business opportunities, management may consider such
matters as the available technical, financial and managerial
resources; working capital and other financial requirements; history
of operations, if any; prospects for the future nature of present
and expected competition; the quality and experience of management
services which may be available and the depth of that management;
the potential for further research, development, or exploration;
specific risk factors not now foreseeable but which then may be
anticipated to impact the proposed activities of Osage; the
potential for growth or expansion; the potential for profit; the
perceived public recognition or acceptance of products, services, or
trades; name identification; and other relevant factors. This
discussion of the proposed criteria is not meant to be restrictive
of Osage's virtually unlimited discretion to search for and enter
into potential business opportunities.
Osage is subject to all of the reporting requirements
included in the Exchange Act. Included in these requirements is the
duty of Osage to file audited financial statements as part of or
within 60 days following the due date for filing its Current Report
on Form 8-K which is required to be filed with the Securities and
Exchange Commission within 15 days following the completion of a
business combination. Osage intends to acquire or merge with a
company for which audited financial statements are available or for
which it believes audited financial statements can be obtained
within the required period of time. Osage may reserve the right in
the documents for the business combination to void the transaction
if the audited financial statements are not timely available or if
the audited financial statements provided do not confirm to the
representations made by the target company.
Osage will not restrict its search for any specific kind of
business entities, but may acquire a venture which is in its
preliminary or development stage, which is already in operation, or
in essentially any stage of its business life. It is impossible to
predict at this time the status of any business in which Osage may
become engaged, in that such business may need to seek additional
capital, may desire to have its shares publicly traded, or may seek
other perceived advantages which Osage may offer.
Following a business combination Osage may benefit from the
services of others in regard to accounting, legal services,
underwritings and corporate public relations. If requested by a
target company, management may recommend one or more underwriters,
financial advisors, accountants, public relations firms or other
consultants to provide such services.
A potential target company may have an agreement with a
consultant or advisor providing that services of the consultant or
advisor be continued after any business combination. Additionally,
a target company may be presented to Osage only on the condition
that the services of a consultant or advisor be continued after a
merger or acquisition. Such preexisting agreements of target
companies for the continuation of the services of attorneys,
accountants, advisors or consultants could be a factor in the
selection of target company.
TERMS OF A BUSINESS COMBINATION
In implementing a structure for a particular business
acquisition, Osage may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another
corporation or entity. On the consummation of a transaction, it is
likely that the present management and shareholders of Osage will no
longer be in control of Osage. In addition, it is likely that
Osage's officer and director will, as part of the terms of the
business combination, resign and be replaced by one or more new
officers and directors.
It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption from
registration under applicable federal and state securities laws. In
some circumstances, however, as a negotiated element of its
transaction, Osage may agree to register all or part of such
securities immediately after the transaction is consummated or at
specified times thereafter. If such registration occurs, it will be
undertaken by the surviving entity after Osage has entered into an
agreement for a business combination or has consummated a business
combination and Osage is no longer considered a blank check company.
The issuance of additional securities and their potential sale into
any trading market which may develop in Osage's securities may
depress the market value of Osage's securities in the future if such
a market develops, of which there is no assurance.
While the terms of a business transaction to which Osage may
be a party cannot be predicted, it is expected that the parties to
the business transaction will desire to avoid the creation of a
taxable event and thereby structure the acquisition in a tax-free
reorganization under Sections 351 or 368 of the Internal Revenue
Code of 1986, as amended.
With respect to negotiations with a target company,
management expects to focus on the percentage of Osage which target
company shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among other
things, the target company's assets and liabilities, Osage's
shareholders will in all likelihood hold a substantially lesser
percentage ownership interest in Osage following any merger or
acquisition. The percentage of ownership may be subject to
significant reduction in the event Osage acquires a target company
with substantial assets. Any merger or acquisition effected by
Osage can be expected to have a significant dilutive effect on the
percentage of shares held by Osage's shareholders at such time.
Osage will participate in a business combination only after
the negotiation and execution of appropriate agreements. Although
the terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.
Peter Goss, individually, will pay all expenses in regard to
his search for a suitable target company. Osage does not anticipate
expending funds itself for locating a target company. Peter Goss,
the officer and director of Osage, will provide his services without
charge or repayment by Osage after the effective date of this
registration statement. Osage will not borrow any funds to make any
payments to Osage's management, its affiliates or associates. If
Peter Goss stops or becomes unable to continue to pay Osage's
operating expenses, Osage may not be able to timely make its
periodic reports required under the Securities Exchange Act of 1934
nor to continue to search for an acquisition target. In such event,
Osage would seek alternative sources of funds or services, primarily
through the issuance of its securities.
The Board of Directors has passed a resolution which contains
a policy that Osage will not seek a business combination with any
entity in which Osage's officer, director, shareholders or any
affiliate or associate serves as an officer or director of holds any
ownership interest.
UNDERTAKINGS AND UNDERSTANDINGS REQUIRED OF TARGET COMPANIES
As part of a business combination agreement, Osage intends to
obtain certain representations and warranties from a target company
as to its conduct following the business combination. Such
representations and warranties may include (i) the agreement of the
target company to make all necessary filings and to take all other
steps necessary to remain a reporting company under the Exchange Act
(ii) imposing certain restrictions on the timing and amount of the
issuance of additional free-trading stock, including stock
registered on Form S-8 or issued pursuant to Regulation S and (iii)
giving assurances of ongoing compliance with the Securities Act, the
Exchange Act, the General Rules and Regulations of the Securities
and Exchange Commission, and other applicable laws, rules and
regulations.
A prospective target company should be aware that the market
price and trading volume of Osage's securities, when and if listed
for secondary trading, may depend in great measure upon the
willingness and efforts of successor management to encourage
interest in Osage within the United States financial community.
Osage does not have the market support of an underwriter that would
normally follow a public offering of its securities. Initial market
makers are likely to simply post bid and asked prices and are
unlikely to take positions in Osage's securities for their own
account or customers without active encouragement and a basis for
doing so. In addition, certain market makers may take short
positions in Osage's securities, which may result in a significant
pressure on their market price. Osage may consider the ability and
commitment of a target company to actively encourage interest in
Osage's securities following a business combination in deciding
whether to enter into a transaction with such company.
A business combination with Osage separates the process of
becoming a public company from the raising of investment capital.
As a result, a business combination with the Company normally will
not be a beneficial transaction for a target company whose primary
reason for becoming a public company is the immediate infusion of
capital. Osage may require assurances from the target company that
it has or that it has a reasonable belief that it will have
sufficient sources of capital to continue operations following the
business combination. However, it is possible that a target company
may give such assurances in error, or that the basis for such belief
may change as a result of circumstances beyond the control of the
target company.
Prior to completion of a business combination, Osage may
require that it be provided with written materials regarding the
target company containing such items as a description of products,
services and company history; management resumes; financial
information; available projections, with related assumptions upon
which they are based; an explanation of proprietary products and
services; evidence of existing patents, trademarks, or service
marks, or rights thereto; present and proposed forms of compensation
to management; a description of transactions between such company
and its affiliates during relevant periods; a description of present
and required facilities; an analysis of risks and competitive
conditions; a financial plan of operation and estimated capital
requirements; audited financial statements, or if they are not
available, unaudited financial statements, together with reasonable
assurances that audited financial statements would be able to be
produced within a reasonable period of time not to exceed 75 days
following completion of a business combination; and other
information deemed relevant.
COMPETITION
Osage will remain an insignificant participant among the
firms which engage in the acquisition of business opportunities.
There are many established venture capital and financial concerns
which have significantly greater financial and personnel resources
and technical expertise than Osage. In view of Osage's combined
extremely limited financial resources and limited management
availability, Osage will continue to be at a significant competitive
disadvantage compared to Osage's competitors.
ITEM 3. DESCRIPTION OF PROPERTY
Osage has no properties and at this time has no agreements to
acquire any properties. Osage currently uses the office of Peter
Goss at no cost to Osage. Peter Goss has agreed to continue this
arrangement until Osage completes a business combination.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth each person known by Osage to
be the beneficial owner of five percent or more of Osage's Common
Stock, all directors individually and all directors and officers of
Osage as a group. Except as noted, each person has sole voting and
investment power with respect to the shares shown.
Name and Address Amount of Beneficial Percentage
of Beneficial Owner Ownership Of Class
Peter Goss 500,000 100%
1800 North Hill Ave.
Willow Grove PA 19090
All Executive Officers and
Directors as a Group (1 Person) 500,000 100%
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS.
Osage has one Director and Officer as follows:
Name Age Positions and Offices Held
Peter Goss 64 President, Secretary, Director
There are no agreements or understandings for the officer or
director to resign at the request of another person and the
above-named officer and director is not acting on behalf of nor will
act at the direction of any other person.
Set forth below is the name of the director and officer of
Osage, all positions and offices held with Osage, the period during
which Peter Goss has served as such, and his business experience
during at least the last five years:
Peter Goss graduated in 1959 from Temple University with a
B.S. Degree in Business Administration. In 1967, Mr. Goss received
his M.B.A. in Industrial Relations from Temple University through
the Graduate School. Over the course of his career, Mr. Goss has
worked for the U.S. Government as a Management Analyst from 1961 to
1967, and for the Radio Corporation of America as a Senior System
Analyst from 1967 to 1969. Currently, Mr. Goss serves as President
of Village Mortgage Corporation and as Trustee of his land
development and property management for his family. Village
Mortgage Corporation is involved with the placement of residential
and commercial loans, development of .com companies, acquisition of
venture capital, and land development and home building. Mr. Goss
has served as President for Village Mortgage Corporation since 1987.
OTHER PUBLIC SHELL ACTIVITIES
Osage's President, Mr. Goss, has also recently formed two
other shell companies, Kaw Acquisition Corporation and Ponca
Acquisition Corporation. Mr. Goss is currently a shareholder in
Osage and is also a shareholder in these other two shell companies.
Kaw Acquisition Corporation and Ponca Acquisition Corporation
were formed on May 3rd, 2000, and will file a registration statement
on Form 10-SB at the same time Osage's Form 10-SB is filed. Said
companies were structured substantially identically to Osage. There
is currently no market for the resale of the outstanding shares of
Kaw Acquisition Corporation and Ponca Acquisition Corporation.
CONFLICTS OF INTEREST
Peter Goss, Osage's sole officer and director, has organized
and expects to organize other companies of a similar nature and with
a similar purpose as Osage. Consequently, there are potential
inherent conflicts of interest in acting as an officer and director
of Osage. In addition, insofar as Mr. Goss is engaged in other
business activities, he may devote only a portion of his time to
Osage's affairs.
A conflict may arise in the event that another blank check
company with which Mr. Goss is affiliated also actively seeks a
target company. It is anticipated that target companies will be
located for Osage and other blank check companies in chronological
order of the date of formation of such blank check companies or, in
the case of blank check companies formed on the same date,
alphabetically. However, other blank check companies may differ
from Osage in certain items such as place of incorporation, number
of shares and shareholders, working capital, types of authorized
securities, or other items. It may be that a target company may be
more suitable for or may prefer a certain blank check company formed
after Osage. In such case, a business combination might be
negotiated on behalf of the more suitable or preferred blank check
company regardless of date of formation. However, Mr. Goss'
beneficial and economic interest in all blank check companies with
which he is currently involved is identical.
Mr. Goss has other ongoing business concerns. As such,
demands may be placed on the time of Mr. Goss which will detract
from the amount of time he is able to devote to Osage. Mr. Goss
intends to devote as much time to the activities of Osage as
required. However, should such a conflict arise, there is no
assurance that Mr. Goss would not attend to other matters prior to
those of Osage. Mr. Goss estimates that the business plan of Osage
can be implemented in theory by devoting approximately 10 to 25
hours per month over the course of several months but such figure
cannot be stated with precision.
The terms of a business combination may include such terms as
Mr. Goss remaining a director, officer or employee of Osage. The
terms of a business combination may provide for a payment by cash or
otherwise to Peter Goss for the purchase or retirement of all or
part of his common stock of Osage by a target company or for
services rendered incident to or following a business combination.
Peter Goss would directly benefit from such employment or payment.
Such benefits may influence Mr. Goss' choice of a target company.
Osage will not enter into a business combination, or acquire
any assets of any kind for its securities, in which management of
Osage or any affiliates or associates have any interest, direct or
indirect.
There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of Osage could result in liability of
management to Osage.
INVESTMENT COMPANY ACT OF 1940
Although Osage will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes Osage will not be subject to regulation under
the Investment Company Act of 1940 insofar as Osage will not be
engaged in the business of investing or trading in securities. In
the event Osage engages in business combinations which result in
Osage holding passive investment interests in a number of entities
Osage could be subject to regulation under the Investment Company
Act of 1940. In such event, Osage would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. Osage has obtained no formal
determination from the Securities and Exchange Commission as to the
status of Osage under the Investment Company Act of 1940. Any
violation of such Act would subject Osage to material adverse
consequences.
ITEM 6. EXECUTIVE COMPENSATION
Osage's officer and director does not receive any
compensation for his services rendered to Osage, has not received
such compensation in the past, and is not accruing any compensation
pursuant to any agreement with Osage. However, the officer and
director of Osage anticipates receiving benefits as a beneficial
shareholder of Osage, and as the officer and director. See "ITEM 5.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
Conflicts of Interest".
No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
Osage for the benefit of its employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Osage has issued a total of 500,000 shares of Common Stock to
the following persons for a total of $500 in cash.
Name Number of Total Shares Consideration
Peter Goss 500,000 $500
With respect to the sales made to Peter Goss, Osage relied
upon Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act") and Rule 506 promulgated thereunder.
ITEM 8. DESCRIPTION OF SECURITIES.
The authorized capital stock of Osage consists of 100,000,000
shares of common stock, par value $.001 per share, of which there
are 500,000 issued and outstanding. The following statements
relating to the capital stock set forth the material terms of
Osage's securities; however, reference is made to the more detailed
provisions of, and such statements are qualified in their entirety
by reference to, the Certificate of Incorporation and the Bylaws,
copies of which are filed as exhibits to this registration statement.
COMMON STOCK
Holders of shares of common stock are entitled to one vote
for each share on all matters to be voted on by the stockholders.
Holders of common stock do not have cumulative voting rights.
Holders of common stock are entitled to share ratably in dividends,
if any, as may be declared from time to time by the Board of
Directors in its discretion from funds legally available therefore.
In the event of a liquidation, dissolution or winding up of Osage,
the holders of common stock are entitled to share pro rata all
assets remaining after payment in full of all liabilities. All of
the outstanding shares of common stock are fully paid and
non-assessable.
Holders of common stock have no preemptive rights to purchase
Osage' common stock. There are no conversion or redemption rights
or sinking fund provisions with respect to the common stock.
DIVIDENDS
Dividends, if any, will be contingent upon Osage's revenues
and earnings, if any, capital requirements and financial conditions.
The payment of dividends, if any, will be within the discretion of
Osage's Board of Directors. Osage presently intends to retain all
earnings, if any, for use in its business operations and
accordingly, the Board of Directors does not anticipate declaring
any dividends prior to a business combination.
TRADING OF SECURITIES IN SECONDARY MARKET.
The National Securities Market Improvement Act of 1996
limited the authority of states to impose restrictions upon sales of
securities made pursuant to Sections 4(1) and 4(3) of the Securities
Act of companies which file reports under Sections 13 or 15(d) of
the Exchange Act. Upon effectiveness of this registration
statement, Osage will be required to, and will, file reports under
Section 13 of the Exchange Act. As a result, sale of Osage's common
stock in the secondary market by the holders thereof may then be
made pursuant to Section 4(1) of the Securities Act (sales other
than by an issuer, underwriter or broker) without qualification
under state securities acts.
Following a business combination, a target company will
normally wish to cause Osage's common stock to trade in one or more
United States securities markets. The target company may elect to
take the steps required for such admission to quotation following
the business combination or at some later time.
In order to qualify for listing on the Nasdaq SmallCap
Market, a company must have at least (i) net tangible assets of
$4,000,000 or market capitalization of $50,000,000 or net income for
two of the last three years of $750,000; (ii) public float of
1,000,000 shares with a market value of $5,000,000; (iii) a bid
price of $4.00; (iv) three market makers; (v) 300 shareholders and
(vi) an operating history of one year or, if less than one year,
$50,000,000 in market capitalization. For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value
of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.
If, after a business combination, Osage does not meet the
qualifications for listing on the Nasdaq SmallCap Market, Osage may
apply for quotation of its securities on the NASD OTC Bulletin
Board. In certain cases Osage may elect to have its securities
initially quoted in the "pink sheets" published by the National
Quotation Bureau, Inc.
To have its securities quoted on the NASD OTC Bulletin Board
a company must:
(1) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators;
(2) has at least one market maker who completes and files
a Form 211 with NASD Regulation, Inc.
The NASD OTC Bulletin Board is a dealer-driven quotation
service. Unlike the Nasdaq Stock Market, companies cannot directly
apply to be quoted on the NASD OTC Bulletin Board, only market
makers can initiate quotes, and quoted companies do not have to meet
any quantitative financial requirements. Any equity security of a
reporting company not listed on the Nasdaq Stock Market or on a
national securities exchange is eligible.
In general there is greatest liquidity for traded securities
on the Nasdaq SmallCap Market, less on the NASD OTC Bulletin Board,
and least through quotation by the National Quotation Bureau, Inc.
on the "pink sheets". It is not possible to predict where, if at
all, the securities of Osage will be traded following a business
combination.
PART II
ITEM 1. MARKET PRICE FOR COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS.
(A) MARKET PRICE. There is no trading market for Osage's
Common Stock at present and there has been no trading market to
date. There is no assurance that a trading market will ever develop
or, if such a market does develop, that it will continue.
The Securities and Exchange Commission has adopted Rule 15g-9
which establishes the definition of a "penny stock", for purposes
relevant to Osage, as any equity security that has a market price of
less than $5.00 per share or with an exercise price of less than
$5.00 per share, subject to certain exceptions. For any transaction
involving a penny stock, unless exempt, the rules require:
(i) that a broker or dealer approve a person's account
for transactions in penny stocks and
(ii) the broker or dealer receive from the investor a
written agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased.
In order to approve a person's account for transactions in
penny stocks, they must
(i) obtain financial information and investment
experience and objectives of the person; and
(ii) make a reasonable determination that the transactions
in penny stocks are suitable for that person and that person has
sufficient knowledge and experience in financial matters to be
capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any
transaction in a penny stock a disclosure schedule prepared by the
Commission relating to the penny stock market, which, in highlight
form,
(i) sets forth the basis on which the broker or dealer
made the suitability determination and
(ii) that the broker or dealer received a signed, written
agreement from the investor prior to the transaction. Disclosure
also has to be made about the risks of investing in penny stocks in
both public offerings and in secondary trading, and about
commissions payable to both the broker-dealer and the registered
representative, current quotations for the securities and the rights
and remedies available to an investor in cases of fraud in penny
stock transactions.
Finally, monthly statements have to be sent disclosing recent
price information for the penny stock held in the account and
information on the limited market in penny stocks.
(B) HOLDERS. There is one holder of Osage's Common
Stock. The issued and outstanding shares of Osage's Common Stock
were issued in accordance with the exemptions from registration
afforded by Section 4(2) of the Securities Act of 1933 and Rule 506
promulgated thereunder.
(C) DIVIDENDS. Osage has not paid any dividends to date,
and has no plans to do so in the immediate future.
ITEM 2. LEGAL PROCEEDINGS.
There is no litigation pending or threatened by or against
Osage.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
Osage has not changed accountants since its formation and
there are no disagreements with the findings of its accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES.
During the past three years, Osage has sold securities which
were not registered as follows:
Date Name Number of Shares Consideration
June 29, 2000 Peter Goss 500,000 $500
With respect to the sales made to Peter Goss, Osage relied
upon section 4(2) of the Securities Act of 1933, as amended, and
Rule 506 promulgated thereunder.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Articles of Incorporation and the Bylaws of Osage do not
provide for indemnification of officers, directors or controlling
persons. The General Corporation Law of the State of Nevada
provides that "to the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding...or in
defense of any claim, issue or matter therein, the corporation shall
indemnify him against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense.
OSAGE ACQUISITION CORPORATION
FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 3, 2000 (INCEPTION)
TO JULY 15, 2000
OSAGE ACQUISITION CORPORATION
INDEX TO FINANCIAL STATEMENTS
Page
Independent Auditors' Report 1
Financial Statements:
Balance Sheets - July 15, 2000 2
Statement of Operations -
For the Period from May 3, 2000 (Inception) to July 15, 2000 3
Statement of Changes in Stockholders' Equity -
For the Period from May 3, 2000 (Inception) to July 15, 2000 4
Statement of Cash Flow
For the Years Ended May 3, 2000 (Inception) to July 15, 2000 5
Notes to Financial Statements 6
To the Board of Directors of:
Osage Acquisition Corporation
Tulsa, Oklahoma
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Osage Acquisition
Corporation (a development stage company) as of July 15, 2000, and
the related statements of operations, changes in stockholder's
equity and cash flows for the period from May 3, 2000 (inception),
to July 15, 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 Osage
Acquisition Corporation (a development stage company) as of July 15,
2000, and the results of its operations and its cash flows for the
period from May 3, 2000 (inception), to July 15, 2000, in conformity
with generally accepted accounting principles.
/s/ Magee, Rausch & Shelton, L.L.P.
July 25, 2000
OSAGE ACQUISITION CORPORATION
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
AS OF JULY 15, 2000
ASSETS
Cash $ 500
TOTAL ASSETS $ 500
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES $ 0
STOCKHOLDER'S EQUITY
Common Stock, $.001 par value, 100 million shares
authorized, 500,000 issued and outstanding 500
Total Stockholder's Equity 500
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $ 500
See accompanying notes to financial statements.
OSAGE ACQUISITION CORPORATION
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM MAY 3, 2000 (INCEPTION) TO JULY 15, 2000
Income $ 0
Expenses $ 0
________
Total Income $ 0
See accompanying notes to financial statements.
OSAGE ACQUISITION CORPORATION
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
FOR THE PERIOD FROM MAY 3, 2000 (INCEPTION) TO JULY 15, 2000
Common Stock Total
Stock Amount
Common stock issuance 500,000 $ 500 $ 500
Balance at July 15, 2000 500,000 $ 500 $ 500
See accompanying notes to financial statements.
OSAGE ACQUISITION CORPORATION
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM MAY 3, 2000 (INCEPTION) TO JULY 15, 2000
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 0
Plus adjustments to reconcile net income to net cash flows from
operating activities:
Net cash provided by (used in) operating activities $ 0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock $ 500
Net cash provided by financing activities $ 500
NET INCREASE IN CASH AND CASH EQUIVALENTS: $ 500
CASH AND CASH EQUIVALENTS, beginning of period $ 0
CASH AND CASH EQUIVALENTS, end of period $ 500
See accompanying notes to financial statements.
OSAGE ACQUISITION CORPORATION
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM MAY 3, 2000 (INCEPTION) TO JULY 15, 2000
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Operations:
Osage Acquisition Corporation incorporated in Nevada on May 3, 2000,
to serve as a vehicle to effect a merger, exchange of capital stock,
asset acquisition or other business combination with a domestic or
foreign private business. At July 15, 2000, the Company had not yet
commenced any formal business operations, and all activity to date
relates to the Company's formation and proposed fund raising. The
Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its
abilities to identify a prospective target business and raise
capital it will require through the issuance of equity securities,
debt securities, bank borrowings or a combination thereof.
Use of Estimates:
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers
all highly liquid investments purchased with an original maturity of
three months or less to be cash equivalents.
STOCKHOLDER'S EQUITY:
Common Stock
The Company is authorized to issue 100,000,000 shares of common
stock at $.001 par value. The Company issued 500,000 shares of its
common stock for an aggregate consideration of $500.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act
of 1934, the Registrant caused this Registration Statement to be
signed on its behalf by the undersigned thereunto duly authorized.
OSAGE ACQUISITION CORPORATION
By: /s/ Peter R. Goss
Peter R. Goss, President
Date: 29 June 2000
PART III
ITEMS 1. INDEX TO EXHIBITS.
EXHIBIT NUMBER DESCRIPTION
3.1 Articles of Incorporation
3.2 Bylaws
3.3 Specimen Stock Certificate
10.1 Agreement with Peter Goss
10.2 Shareholder Agreement
23.1 Consent of Accountants
27 Financial Data Schedule
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
OSAGE ACQUISITION CORPORATION
I, the undersigned, being the original incorporator herein
named, for the purpose of forming a corporation under and pursuant
to Chapter 78 of the Nevada Revised Statutes the general corporation
laws of the State of Nevada, to do business both within and without
the State of Nevada, do make and file these Articles of
Incorporation hereby declaring and certifying that the facts herein
stated are true:
ARTICLE I
NAME
The name of the corporation is OSAGE ACQUISITION CORPORATION.
ARTICLE II
PRINCIPAL OFFICE
Section 2.01 Resident Agent. The name and address of its
resident agent for service process is Nevada & Offshore Business
Formation, LLC.com, 711 S. Carson, Suite 4, Carson City, Nevada 89701.
Section 2.02 Other Offices. The corporation may also
maintain offices for the transaction of any business at such other
places within or without the State of Nevada as it may from time to
time determine. Corporation business of every kind and nature may
be conducted, and meetings of directors and shareholders held
outside the State of Nevada with the same effect as if in the State
of Nevada.
ARTICLE III
PURPOSE
The corporation is organized for the purpose of engaging in
any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01 Number and Class. The amount of the total
authorized capital stock of this corporation is One Hundred Million
(100,000,000) shares with a par value of $0.001 designated as Common
Stock. The Common Stock may be issued from time to time without
action by the stockholders. The Common Stock may be issued for such
consideration as may be fixed from time to time by the Board of
Directors.
The Board of Directors may issue such shares of common stock
in one or more series, with such voting powers, designations,
preferences and rights or qualifications, limitations or
restrictions thereof as shall be stated in the resolution or
resolutions adopted by them.
Section 4.02 No Preemptive Rights. Holders of the Common
Stock of the corporation shall not have any preference, preemptive
right, or right of subscription to acquire any shares of the
corporation authorized, issued or sold, or to be authorized, issued
or sold, or to any obligations or shares authorized or issued or to
be authorized or issued, and convertible into shares of the
corporation, nor to any right of subscription thereto, other than
the extent, if any, the Board of Directors in its discretion, may
determine from time to time.
Section 4.03 Assessment of Shares. The Common Stock of the
corporation, after the amount of the subscription price has been
paid, in money, property or services, as the directors shall
determine, shall not be subject to assessment to pay the debts of
the corporation, nor for any other purpose, and no stock issued as
fully paid shall ever be assessable or assessed, and the Articles of
Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01 Governing Board. The members of the board of
the corporation shall be styled directors.
Section 5.02 Initial Board of Directors. The Board of
Directors shall consist of at least one (1) but no more than five
(5) members. The name(s) and address(s) of the initial members of
the Board of Directors are as follows:
NAME ADDRESS
Peter R. Goss 1800 N. Hill Ave. Willow Grove PA 19090
These individuals shall serve as Directors until the first
annual meeting of the shareholders or until the successors shall
have been elected and qualified.
Section 5.03 Change in the Number of Directors. The number
of directors may be increased or decreased by duly adopted amendment
to the Bylaws of the corporation.
ARTICLE VI
INCORPORATORS
The name and address of the sole incorporator is John
Heskett, 501 South Johnstone, Suite 501, Bartlesville, Oklahoma 74003.
ARTICLE VII
PERIOD OF DURATION
This corporation is to have A PERPETUAL existence.
ARTICLE VIII
AMENDMENTS
Subject at all times to the express provisions of Section
4.03 which cannot be amended, this corporation reserves the right to
amend, alter, change, or repeal any provision contained in these
Articles of Incorporation or its Bylaws, in the manner now or
hereafter prescribed by statute or by these Articles of
Incorporation or said Bylaws, and all rights conferred upon the
shareholders are granted subject to this reservation.
ARTICLE IX
POWERS OF DIRECTORS
In furtherance, and not in limitation of the powers conferred
by statute, the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the
shareholders, to make, alter or repeal the Bylaws of the corporation;
(2) To authorize and cause to be executed mortgages and
liens, with or without limit as to amount, upon the real and person
property of the corporation;
(3) To authorize the guaranty by the corporation of
securities, evidences of indebtedness and obligations of other
persons, corporation and business entities;
(4) To set apart out of any of the funds of the
corporation available for dividends a reserve or reserves for any
proper purpose and to abolish any such reserve; and
(5) By resolution adopted by a majority of the whole
board, to designate one or more committees, each committee to
consist of one or more of the directors of the corporation, which,
to the extent provided in the resolution or in the Bylaws of the
Directors in the management of the business and affairs of the
corporation, any may authorize the seal of the corporation to be
affixed to all papers which may require it. Such committee or
committees shall have such name or names as may be stated in the
Bylaws of the corporation or as may be determined from time to time
by resolution adopted by the Board of Directors.
All corporate powers of the corporation shall be exercised by
the Board of Directors except as otherwise provided herein or by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 3rd day
of May, 2000, hereby declaring and certifying that the facts stated
herein above are true.
/s/ John Heskett
John Heskett
Sole Incorporator
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
IN THE MATTER OF: Osage Acquisition Corporation
Nevada & Offshore Business Formation, LLC.com, Resident Agent
#104664, with address at 711 S. Carson, Carson City, Nevada 89701,
hereby accepts the appointment as Resident Agent of the
above-entitled corporation in accordance with RNS 78.090.
Furthermore, that the mailing address for the above
registered office is as set forth above.
IN WITNESS WHEREOF, I hereunto set my hand this 3rd day of
May, 2000.
/s/ Sandra L. Miller
Sandra L. Miller
Nevada & Offshore Business Formation,
LLC.com
Resident Agent #104664
Resident Agents
EXHIBIT 3.2
BYLAWS
OF
OSAGE ACQUISITION CORPORATION
(A NEVADA CORPORATION)
ARTICLE I
STOCKHOLDERS
1. CERTIFICATES REPRESENTING STOCK. Every holder of stock in
the corporation shall be entitled to have a certificate signed by,
or in the name of, the corporation by the Chairman or Vice-Chairman
of the Board of Directors, if any, or by the President or a
Vice-President and by the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary of the corporation or by agents
designated by the Board of Directors, certifying the number of
shares owned by him in the corporation and setting forth any
additional statements that may be required by the General
Corporation Law of the State of Nevada (General Corporation Law).
If any such certificate is countersigned or otherwise authenticated
by a Transfer Agent or Transfer Clerk, and by a Registrar, a
facsimile of the signature of the officers, the Transfer Agent or
Transfer Clerk or the Registrar of the corporation may be printed or
lithographed upon the certificate in lieu of the actual signatures.
If any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on any certificate or
certificates shall ceased to be such officer or officers of the
corporation before such certificate or certificates shall have been
delivered by the corporation, the certificate or certificates may
nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such
certificate or certificates, or whose facsimile signature or
signatures shall have been used thereon, had not ceased to be such
officer or officers of the corporation.
Whenever the corporation shall be authorized to issue more than one
class of stock or more than one series of any class of stock, the
certificates representing stock of any such class or series shall
set forth thereon the statements prescribed by the General
Corporation Law. Any restrictions on the transfer or registration
of transfer of any shares of stock of any class or series shall be
noted conspicuously on the certificate representing such shares.
The corporation may issue a new certificate of stock in place of any
certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the
owner of any lost, stolen, or destroyed certificate, or his legal
representative, to give the corporation a bond sufficient to
indemnify the corporation against any claim that may be made against
it on account of the alleged loss, theft, or destruction of any such
certificate or the issuance of any such new certificate.
2. FRACTIONAL SHARE INTERESTS. The corporation is not obliged
to but may execute and deliver a certificate for or including a
fraction of a share. In lieu of executing and delivering a
certificate for a fraction of a share, the corporation may proceed
in the manner prescribed by the provisions of Section 78.205 of the
General Corporation Law.
3. STOCK TRANSFERS. Upon compliance with provisions restricting
the transfer or registration of transfer of shares of stock, if any,
transfer or registration of transfers of shares of stock of the
corporation shall be made only on the stock ledger of the
corporation by the registered holder thereof, or by his attorney
thereunto authorized by Power of Attorney duly executed and filed
with the Secretary of the corporation or with a Transfer Agent or a
Registrar, if any, and on the surrender of the certificate or
certificates for such shares of stock properly endorsed and the
payment of all taxes, if any, due thereon.
4. RECORD DATE FOR STOCKHOLDERS. For the purpose of determining
the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, or to express consent to
corporation action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or the
allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the
purpose of any other lawful action, the Directors may fix, in
advance, a record date, which shall not be more than sixty days nor
less than ten days before the date of such meeting not more than
sixty days prior to any other action. If no record date is fixed
the record date for determining stockholders entitled to notice of
or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which the meeting is
held; the record date for determining stockholders entitled to
express consent to corporation action in writing without a meeting,
when no prior action by the Board of Directors is necessary, shall
be the day on which the first written consent is expressed; and the
record date for determining stockholders for any other purpose shall
be at the close of business on the day on which the Board of
Directors adopts the Resolution relating thereto. A determination
of the stockholders of record entitled to notice of or to vote at
any meeting of stockholders shall apply to any adjournment of the
meting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
5. MEANING OF CERTAIN TERMS. As used in these Bylaws in respect
of the right to notice of a meeting of stockholders or a wavier
thereof or to participate or vote thereat or to consent or dissent
in writing in lieu of a meeting, as the case may be, the term
"share" or "shares" or "share of stock" or"shares of stock" or
"stockholder" or "stockholders" refers to an outstanding share or
shares of stock and to a holder or holders of record of outstanding
shares of stock when the corporation is authorized to issue only one
class of shares of stock, and said reference is also intended to
include any outstanding share or shares of stock and any holder or
holders of record of outstanding shares of stock of any class upon
which or upon whom the Articles of Incorporation confers such rights
where there are two or more classes or series of shares of stock or
upon which or upon who the General Corporation Law confers such
rights notwithstanding that the Articles of Incorporation may
provide for more than one class or series of shares of stock, one or
more of which are limited or denied such rights thereunder;
provided, however, that no such right shall vest in the event of an
increase or a decrease in the authorized number of shares of stock
of any class or series which is otherwise denied voting rights under
the provisions of the Articles of Incorporation.
6. STOCKHOLDER MEETINGS.
- TIME. The annual meeting shall be held on the date and at
the time fixed, from time to time, by the Directors, provided, that
the first annual meeting shall be held on a date within thirteen
months after the organization of the corporation, and each
successive annual meeting shall be held on a date within thirteen
months after the date of the preceding annual meeting. A special
meeting shall be held on the date and at the time fixed by the
Directors.
- PLACE. Annual meetings and special meetings shall be held
at such place, within or without the State of Nevada, as the
Directors may, from time to time, fix.
- CALL. Annual meetings and special meetings may be called
by the Directors or by any officer instructed by the Directors to
call the meeting.
- NOTICE OR WAIVER OF NOTICE. Notice of all meetings shall
be in writing and signed by the President or a Vice-President, or
the Secretary, or an Assistant Secretary, or by such other person or
persons as the Directors must designate. The notice must state the
purpose or purposes for which the meeting is called and the time
when, and the place, where it is to be held. A copy of the notice
must be either delivered personally or mailed postage prepaid to
each stockholder not less than ten nor more than sixty days before
the meeting. If mailed, it must be directed to the stockholder at
his address as it appears upon the records of the corporation. Any
stockholder may waive notice of any meeting by a writing signed by
him, or his duly authorized attorney, either before or after the
meeting; and whenever notice of any kind is required to be given
under the provisions of the General Corporation Law, a waiver
thereof in writing and duly signed whether before or after the time
stated therein, shall be deemed equivalent thereto.
- CONDUCT OF MEETING. Meetings of the stockholders shall be
presided over by one of the following officers in the order of
seniority and if present and acting - the Chairman of the Board, if
any, the Vice-Chairman of the Board, if any, the President, a
Vice-President, or, if none of the foregoing is in office and
present and acting, by a Chairman to be chosen by the stockholders.
The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as the Secretary of every meeting, but if
neither the Secretary nor an Assistant Secretary is present the
Chairman of the meeting shall appoint a Secretary of the meeting.
- PROXY REPRESENTATION. At any meeting of stockholders, any
stockholder may designate another person or persons to act for him
by proxy in any manner described in, or otherwise authorized by, the
provisions of Section 78.355 of the General Corporation Law.
- INSPECTORS. The Directors, in advance of any meeting,
may, but need not, appoint one or more Inspectors of Election to act
at the meeting or any adjournments thereof. If an Inspector or
Inspectors are not appointed, the person presiding at the meeting
may, but need not, appoint one or more Inspectors. In case any
person who may be appointed as an Inspector fails to appear or act,
the vacancy may be filled by appointment made by the Directors in
advance of the meeting or at the meeting by the person presiding
thereat. Each Inspector, if any, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the
duties of Inspector at such meeting with strict impartiality and
according to the best of his ability. The Inspectors, if any, shall
determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the
existence of a quorum, the validity and effect of proxies, and shall
receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots or consents, determine
the result, and do such acts as are proper to conduct the election
or vote with fairness to all stockholders. On request of the person
presiding at the meeting, the Inspector or Inspectors, if any, shall
make a report in writing of any challenge, question or matter
determined by him or them and execute a certificate of any fact
found by him or them.
- QUORUM. Stockholders holding at least a majority of the
voting power are necessary to constitute a quorum at a meeting of
stockholders for the transaction of business unless the action to be
taken at the meeting shall require a greater proportion. The
stockholders present may adjourn the meeting despite the absence of
a quorum.
- VOTING. Each share of stock shall entitle the holder
thereof to one vote. In the election of Directors, a plurality of
the votes cast shall elect. Any other action is approved if the
number of votes cast in favor of the action exceeds the number of
votes cast in opposition to the action, except where the General
Corporation Law, the Articles of Incorporation, or these Bylaws
prescribe a different percentage of votes and/or a different
exercise of voting power. In the election of Directors, voting need
not be by ballot; and, except as otherwise may be provided by the
General Corporation Law, voting by ballot shall not be required for
any other action.
Stockholders may participate in a meeting of stockholders by means
of a conference telephone or similar method of communication by
which all persons participating in the meeting can hear each other.
- STOCKHOLDER ACTION WITHOUT MEETINGS. Except as may
otherwise be provided by the General Corporation Law, any action
required or permitted to be taken at a meeting of the stockholders
may be taken without a meeting if a written consent thereto is
signed by stockholders holding at least a majority of the voting
power; provided that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of
written consents is required. In no instance where action is
authorized by written consent need a meeting of stockholders be
called or noticed.
ARTICLE II
DIRECTORS
1. FUNCTIONS AND DEFINITION. The business and affairs of the
corporation shall be managed by the Board of Directors of the
corporation. The Board of Directors shall have authority to fix the
compensation of the members thereof for services in any capacity.
The use of the phrase "whole Board" herein refers to the total
number of Directors which the corporation would have if there were
no vacancies.
2. QUALIFICATIONS AND NUMBER. Each Director must be at least 18
years of age. A Director need not be a stockholder or a resident of
the State of Nevada. The initial Board of Directors shall consist
of one person. Thereafter the number of Directors constituting the
whole Board shall be at least one. Subject to the foregoing
limitation and except for the first Board of Directors, such number
may be fixed from time to time by action of the stockholders or of
the Directors, or, if the number is not fixed, the number shall be
two. The number of Directors may be increased or decreased by
action of the stockholders or of the Directors.
3. ELECTION AND TERM. Directors may be elected in the manner
prescribed by the provisions of Sections 78.320 through 78.335 of
the General Corporation Law of Nevada. The first Board of Directors
shall hold office until the first election of Directors by
stockholders and until their successors are elected and qualified or
until their earlier resignation or removal. Any Director may resign
at any time upon written notice to the corporation. Thereafter,
Directors who are elected at an election of Directors by
stockholders, and Directors who are elected in the interim to fill
vacancies and newly created directorships, shall hold office until
the next election of Directors by stockholders and until their
successors are elected and qualified or until their earlier
resignation or removal. In the interim between elections of
Directors by stockholders, newly created directorships and any
vacancies in the Board of Directors, including any vacancies
resulting from the removal of Directors for cause or without cause
by the stockholders and not filled by said stockholders, may be
filled by the vote of a majority of the remaining Directors then in
office, although less than a quorum, or by the sole remaining Director.
4. MEETINGS.
- TIME. Meetings shall be held at such time as the Board
shall fix, except that the first meeting of a newly elected Board
shall be held as soon after its election as the Directors may
conveniently assemble.
- PLACE. Meetings shall be held at such place within or
without the State of Nevada as shall be fixed by the Board.
- CALL. No call shall be required for regular meetings for
which the time and place have been fixed. Special meetings may be
called by or at the direction of the Chairman of the Board, if any,
the Vice-Chairman of the Board, if any, or the President, or by a
majority of Directors in office.
- NOTICE OR ACTUAL CONSTRUCTIVE WAIVER. No notice shall be
required for regular meetings for which the time and place have been
fixed. Written, oral, or any other mode of notice of the time and
place shall be given for special meetings in sufficient time for the
convenient assembly of the Directors thereat. Notice if any need
not be given to a Director or to any member of a committee of
directors who submits a written waiver of notice signed by him
before or after the time stated therein.
- QUORUM AND ACTION. A majority of Directors then in
office, at a meeting duly assembled, shall constitute a quorum. A
majority of the Directors present, whether or not a quorum is
present, may adjourn a meeting to another time and place. Except as
the Articles of Incorporation or these Bylaws may otherwise provide,
and except as otherwise provided by the General Corporation Law, the
act of the Directors holding a majority of the voting power of the
Directors, present at a meeting at which quorum is present, is the
act of the Board. The quorum and voting provisions herein stated
shall not be construed as conflicting with any provisions of the
General Corporation Law and these Bylaws which govern a meeting of
Directors held to fill vacancies and newly created directorships in
the Board or action of disinterested Directors.
Members of the Board or of any committee which may be designated by
the Board may participate in a meeting of the Board or of any such
committee, as the case may be, by means of a telephone conference or
similar method of communication by which all persons participating
in the meeting hear each other. Participation in a meeting by said
means constitutes presence in person at the meeting.
- CHAIRMAN OF THE MEETING. The Chairman of the Board, if
any and if present and acting, shall preside at all meetings.
Otherwise, the Vice-Chairman of the Board, if any and if present and
acting, or the President, if present and acting, or any other
Director chosen by the Board, shall preside.
5. REMOVAL OF DIRECTORS. Any or all of the Directors may be
removed for cause or without cause in accordance with the provisions
of the General Corporation Law.
6. COMMITTEES. Whenever its number consists of two or more, the
Board of Directors may designate one or more committees which have
such powers and duties as the Board shall determine. Any such
committee, to the extent provided in the Resolution or Resolutions
of the Board, shall have and may exercise the powers and authority
of the Board of Directors in the management of the business and
affairs of the corporation and may authorize the seal or stamp of
the corporation to be affixed to all papers on which the corporation
desires to place a seal or stamp. Each committee must include at
least one Director. The Board of Directors may appoint natural
persons who are not Directors to serve on committees.
7. WRITTEN ACTION. Any action required or permitted to be taken
at a meeting of the Board of Directors or of any committee thereof
may be taken without a meeting if, before or after the action, a
written consent thereto is signed by all members of the Board or of
the committee, as the case may be.
ARTICLE III
1. OFFICERS. The corporation must have a President, a
Secretary, and a Treasurer, and, if deemed necessary, expedient, or
desirable by the Board of Directors, a Chairman of the Board, a
Vice-Chairman of the Board, an Executive Vice-President, one or more
other Vice-Presidents, one or more Assistant Secretaries, one or
more Assistant Treasurers, and such other officers and agents with
such title as the Resolution choosing them shall designate. Each of
any such officers must be natural persons and must be chosen by the
Board of Directors or chosen in the manner determined by the Board
of Directors.
2. QUALIFICATIONS. Except as may otherwise be provided in the
Resolution choosing him, no officer other than the Chairman of the
Board, if any, and the Vice-Chairman of the Board, if any, need be a
Director.
3. TERM OF OFFICE. Unless otherwise provided in the Resolution
choosing him, each officer shall be chosen for a term which shall
continue until the meeting of the Board of Directors following the
next annual meeting of stockholders and until his successor shall
have been chosen or until his resignation or removal before the
expiration of his term.
Any officer may be removed, with or without cause, by the Board of
Directors or in the manner determined by the Board.
Any vacancy in any office may be filled by the Board of Directors or
in the manner determined by the Board.
4. DUTIES AND AUTHORITY. All officers of the corporation shall
have such authority and perform such duties in the management and
operation of the corporation as shall be prescribed in the
Resolution designating and choosing such officers and prescribing
their authority and duties, and shall have such additional authority
and duties as are incidental to their office except to the extent
that such Resolutions or instruments may be inconsistent therewith.
ARTICLE IV
REGISTERED OFFICE
The location of the initial registered office of the corporation in
the State of Nevada is the address of the initial Resident Agent of
the corporation, as set forth in the original Articles of
Incorporation.
The corporation shall maintain at said registered office a copy,
certified by the Secretary of State of the State of Nevada, of its
Articles of Incorporation, and all amendments thereto, and a copy,
certified by the Secretary of the corporation, of these Bylaws, and
all amendments thereto. The corporation shall also keep at said
registered office a stock ledger or a duplicate stock ledger,
revised annually, containing the names, alphabetically arranged, of
all persons who are stockholders of the corporation, showing their
places of residence, if known, and the number of shares held by them
respectively or a statement setting out the name of the custodian of
the stock ledger or duplicate stock ledger, and the present and
complete post office address, including the street and number, if
any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE V
CORPORATE SEAL OR STAMP
The corporate seal or stamp shall be in such form as the Board of
Directors may prescribe.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall be fixed, and shall be
subject to change, by the Board of Directors.
ARTICLE VII
CONTROL OVER BYLAWS
The power to amend, alter, and repeal these Bylaws and to make new
Bylaws shall be vested in the Board of Directors subject to the
Bylaws, if any, adopted by the stockholders.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy
of the Bylaws of Osage Acquisition Corporation, a Nevada
corporation, as in effect on the date hereof.
WITNESS my hand and the seal or stamp of the corporation.
Dated: 06/29/00
By: /s/ Peter R. Goss
Peter R. Goss
President of Osage Acquisition Corporation
ATTEST:
/s/ Peter R. Goss
Secretary
[ S E A L ]
EXHIBIT 3.3
Number Shares
Incorporated under the laws of the State of Nevada
OSAGE ACQUISITION CORPORATION
The Corporation is authorized to issue 100,000,000 Common Shares -
Par Value $.001 each
This certifies that ______________________________ is the owner of
____________________ fully paid and non-assessable shares of the
Common Shares of the above Corporation transferable only on the
books of the Corporation by the holder hereof in person or by duly
authorized Attorney upon surrender of this Certificate properly
endorsed.
IN WITNESS WHEREOF, the said Corporation has caused this Certificate
to be signed by its duly authorized offices and to be sealed with
the Seal of the Corporation.
Dated ___________________________
_______________________________ _____________________________
Secretary President
[SEAL]
[ Reverse side of stock certificate ]
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.
Additional abbreviations may also be used though not in the list.
TEN COM as tenants in common
TEN ENT as tenants by the
entireties
JT TEN as joint tenants with
right of survivorship
and not as tenants in
common
UNIF GIFT MIN ACT __________ Custodian under
Uniform Gifts to Minors Act
__________ (State)
For value received, the undersigned hereby sells, assigns and
transfers unto _________________________ (please insert social
security or other identifying number of assignee) _______________________
__________________________ (please print or typewrite name and address of
assignee)
______________________________ Shares represented by the
within Certificate, and hereby irrevocably constitutes and appoints
_________________________ Attorney to transfer the said shares on
the books of the within-named Corporation with full power of
substitution in the premises.
Dated, _______________________________________
_______________________________________
In presence of _______________________________________
NOTICE: The signature to 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.
EXHIBIT 10.1
AGREEMENT between PETER GOSS ("Goss") AND
OSAGE ACQUISITION CORPORATION (the "Company").
WHEREAS the Company is a development stage company that has
no specific business plan and intends to merge, acquire or otherwise
combine with an unidentified company (the "Business Combination");
WHEREAS Goss is a shareholder of the Company and desires that
the Company locate a suitable target company for a Business
Combination;
WHEREAS the Company desires that Goss assist it in locating a
suitable target company for a Business Combination;
NOW, THEREFORE, it is agreed:
1.00. ACTIONS BY GOSS. Goss agrees to assist in:
1.01. The preparation and filing with the Securities and
Exchange Commission of a registration statement on Form 10-SB for
the common stock of the Company;
1.02. The location and review of potential target companies
for a business combination and the introduction of potential
candidates to the Company;
1.03. The preparation and filing with the Securities and
Exchange Commission of all required filings under the Securities
Exchange Act of 1934 until the Company enters into a business
combination;
2.00. PAYMENT OF THE COMPANY EXPENSES. Goss agrees to pay
on behalf of the Company all corporate, organizational and other
costs incurred or accrued by the Company until effectiveness of a
business combination. Goss understands and agrees that it will not
be reimbursed for any payments made by it on behalf of the Company.
3.00. INDEPENDENT CONSULTANT. Goss is not now, and shall
not be, authorized to enter into any agreements, contracts or
understandings on behalf of the Company and Goss is not, and shall
not be deemed to be, an agent of the Company.
4.00. USE OF OTHER CONSULTANTS. The Company understands
and agrees that Goss intends to work with consultants, brokers,
bankers, or others to assist him in locating business entities
suitable for a business combination and that Goss may share with
such consultants or others, in its sole discretion, all or any
portion of his stock in the Company and may make payments to such
consultants from his own resources for their services. The Company
shall have no responsibility for all or any portion of such payments.
5.00. GOSS EXPENSES. Goss will bear his own expenses
incurred in regard to his actions under this agreement.
6.00. ARBITRATION. The parties hereby agree that any and
all claims (except only for requests for injunctive or other
equitable relief) whether existing now, in the past or in the future
as to which the parties or any affiliates may be adverse parties,
and whether arising out of this agreement or from any other cause,
will be resolved by arbitration before the American Arbitration
Association within the District of Columbia.
7.00. COVENANT OF FURTHER ASSURANCES. The parties agree to
take any further actions and to execute any further documents which
may from time to time be necessary or appropriate to carry out the
purposes of this agreement.
8.00. EFFECTIVE DATE. The effective date of this agreement
is as of the 29th day of June, 2000.
IN WITNESS WHEREOF, the parties have approved and executed
this agreement.
GOSS
/s/ Peter R. Goss
Peter Goss
OSAGE ACQUISITION CORPORATION
By: /s/ Peter R. Goss
President
EXHIBIT 10.2
PETER GOSS
1800 North Hill Avenue
Willow Grove PA 19090
Osage Acquisition Corporation
1800 North Hill Avenue
Willow Grove PA 19090
Re: Shareholder Agreement with Osage Acquisition Corporation
Gentlemen:
In consideration of the sale of the shares of Common Stock of
Osage Acquisition Corporation (the "Company") to the undersigned
(the "Holder"), the Holder thereby represents, warrants, covenants
and agrees, for the benefit of the Company and any holders of record
(the "third party beneficiaries") of the Company's outstanding
securities, including the Company's Common Stock, $.001 par value
(the "Stock") at the date hereof and during the pendency of this
letter agreement, that the Holder will not transfer, sell contract
to sell, devise, gift, assign, pledge, hypothecate, distribute or
grant any option to purchase or otherwise dispose of, directly or
indirectly, its shares of Stock of the Company owned beneficially or
otherwise by the Holder except in connection with or following
completion of a merger, acquisition or other transaction of or by
the Company meeting the definition of a business combination as
defined in the Company's registration statement on Form 10-SB or
otherwise complying with the purposes of the Company as set out in
the registration statement.
Any attempted sale, transfer or other disposition in
violation of this letter agreement shall be null and void.
The Holder further agrees that the Company (i) may instruct
its transfer agent not to transfer such securities (ii) may provide
a copy of this letter agreement to the Company's transfer agent for
the purpose of instructing the Company's transfer agent to place a
legend on the certificate(s) evidencing the securities subject
thereto and disclosing that any transfer, sale, contract for sale,
devise, gift, assignment, pledge or hypothecation of such securities
is subject to the terms of this letter agreement and (iii) may issue
stop-transfer instructions to its transfer agent for the period
contemplated by this letter agreement for such securities.
This letter agreement shall be binding upon the Holder, its
agents, heirs, successors, assigns and beneficiaries.
Any waiver by the Company of any of the terms and conditions
of this letter agreement in any instance shall be in writing and
shall be duly executed by the Company and the Holder and shall not
be deemed or construed to be a waiver of such term or condition for
the future, or of any subsequent breach thereof.
Agreed and accepted this 29th day of June, 2000.
THE HOLDER
By: /s/ Peter R. Goss
Peter Goss, Individually
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the use in the Form 10-SB Registration
Statement, of Osage Acquisition Corporation our report as of July
15, 2000, and for the periods from May 3, 2000, to July 15 2000,
relating to the financial statements of Osage Acquisition
Corporation which appear in such Form 10-SB.
MAGEE, RAUSCH & SHELTON, L.L.P.
By: /s/ Magee, Rausch & Shelton, L.L.P.
Tulsa, Oklahoma
Date: Jul 25, 2000
