U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000
[] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT OF 1934 FOR
THE TRANSITION PERIOD FROM TO
----------------- --------------------------
COMMISSION FILE NUMBER: 000-31639
LMC CAPITAL CORP.
(Exact name of small business issuer as specified in its charter)
NEVADA 88-0436364
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
2002-1111 Beach Avenue, Vancouver, British Columbia, V6E 1T9
(Address of principal executive offices)
(604) 608-4226
(Issuer's telephone number)
N/A
(Former name, former address and former fiscal year, if changed since last
report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001
Par Value
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [x] No
As of September 30, 2000, the Registrant had 45,000 shares of common stock
issued and outstanding.
Transitional Small Business Disclosure Format (check one) Yes [] No [x]
<PAGE>
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION PAGE
ITEM 1. FINANCIAL STATEMENTS
BALANCE SHEET AS OF SEPTEMBER 30, 2000 3
INTERIM STATEMENTS OF OPERATIONS FOR
THE THREE MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 4
INTERIM STATEMENT OF STOCKHOLDERS'
EQUITY FOR THE PERIOD FROM SEPTEMBER 2, 1999
(INCEPTION) TO SEPTEMBER 30, 2000 4
STATEMENTS OF CASH FLOWS FOR THE THREE
MONTHS AND NINE MONTHS ENDED
SEPTEMBER 30, 2000 5
NOTES TO FINANCIAL STATEMENTS 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 7
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 8
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS 8
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 8
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS 8
ITEM 5. OTHER INFORMATION 9
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURE
PART I.- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<PAGE>
LMC CAPITAL CORP.
(A Development Stage Company)
BALANCE SHEETS
(unaudited)
September 30, December 31,
2000 1999
================================================================================
(Unaudited)
ASSETS
CURRENT ASSETS
Cash $ 136 $ 328
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,450 $ -
Due to related parties (Note 3) 1,318 1,108
--------------------------------------------------------------------------------
3,768 1,108
--------------------------------------------------------------------------------
CONTINGENCIES (Note 1)
STOCKHOLDERS' EQUITY (CAPITAL DEFICIENCY)
Capital stock
Common stock, no par value,
100,000 shares authorized
45,000 issued and outstanding 45 45
Deficit accumulated during development stage (3,677) (825)
--------------------------------------------------------------------------------
(3,632) (780)
--------------------------------------------------------------------------------
$ 136 $ 328
================================================================================
The accompanying notes are an integral part of these interim financial
statements
<PAGE>
LMC CAPITAL CORP.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
September September
Three Nine 2, 1999 2,1999
Months Months (inception) (inception)
Ended Ended to to
September September September September
30, 2000 30, 2000 30, 1999 30, 2000
================================================================================
GENERAL AND
ADMINISTRATIVE
EXPENSES
Office and general $ 109 $ 192 $ 15 $ 247
Professional fees 2,450 2,660 770 2,830
--------------------------------------------------------------------------------
NET LOSS FOR THE
PERIOD $ 2,559 $ 2,852 $ 785 $ 3,077
================================================================================
BASIC NET LOSS
PER SHARE $ 0.06 $ 0.06 $ 0.02
================================================================================
WEIGHTED AVERAGE
COMMON SHARES
OUTSTANDING 45,000 45,000 45,000
================================================================================
The accompanying notes are an integral part of these interim financial
statements
<PAGE>
LMC CAPITAL CORP.
(A Development Stage Company)
INTERIM STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM SEPTEMBER 2, 1999 (INCEPTION) TO SEPTEMBER 30, 2000
(Unaudited)
Deficit
Common Stock Accumulated
During
Number of Development
shares Amount Stage Total
================================================================================
Common stock issued
for cash September 2,
1999 45,000 $ 45 $ - $ 45
Net loss for the period
September 2, 1999
(inception) to December
31, 1999 - - (825) (825)
--------------------------------------------------------------------------------
Balance, December 31, 1999 45,000 45 (825) (780)
Net loss for the Nine
Months Ended
September 30, 2000 - - (2,852) (2,852)
--------------------------------------------------------------------------------
Balance, September 30,
2000 (Unaudited) 45,000 $ 45 $ (3,677) $ (3,632)
================================================================================
The accompanying notes are an integral part of these interim financial
statements
<PAGE>
LMC CAPITAL CORP.
(A Development Stage Company)
INTERIM STATEMENTS OF OPERATIONS
(Unaudited)
September September
Three Nine 2, 1999 2,1999
Months Months (inception) (inception)
Ended Ended to to
September September September September
30, 2000 30, 2000 30, 1999 30, 2000
================================================================================
CASH FLOWS FROM OPERATING
ACTIVITIES
Net loss for the
period $ (2,559) $ (2,852) $ (785) $ (3,677)
Adjustments to
reconcile net loss
to net cash from
operating activities:
- accounts payable 2,255 2,450 - 2,450
--------------------------------------------------------------------------------
NET CASH USED IN
OPERATING
ACTIVITIES (304) (402) (785) (1,227)
--------------------------------------------------------------------------------
CASH FLOWS FROM
FINANCING
ACTIVITIES
Proceeds on sale
of common stock - - 45 45
Advances from
related parties 195 210 1,108 1,318
--------------------------------------------------------------------------------
NET CASH FLOWS
FROM FINANCING
ACTIVITIES 195 210 1,153 1,363
--------------------------------------------------------------------------------
INCREASE (DECREASE)
IN CASH (109) (192) 368 136
CASH, BEGINNING OF
PERIOD 245 328 - -
--------------------------------------------------------------------------------
CASH, END OF PERIOD $ 136 $ 136 $ 368 $ 136
================================================================================
The accompanying notes are an integral part of these interim financial
statements
<PAGE>
LMC CAPITAL CORP.
(A Development Stage Company)
NOTES TO INTERIM FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION
The Company was incorporated on September 2, 1999 in the State of Nevada. To
date the Company has had no business operations and was organized for the
purpose of creating a corporate vehicle to locate and acquire an operating
business. The ability of the Company to continue as a going concern is
dependent on raising capital to acquire a business venture.
On September 28, 2000, the Company completed a Form 10SB registration ("10SB")
with the United States Securities and Exchange Commission ("SEC") and as a
result is subject to the regulations governing reporting issuers in the United
States.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Use of Estimates and Assumptions.
Preparation of the Company's financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect certain reported amounts and disclosures. Accordingly,
actual results could differ from those estimates.
Foreign Currency Translation.
The financial statements are presented in United States dollars. In accordance
with Statement of Financial Accounting Standards No. 52, "Foreign Currency
Translation", foreign denominated monetary assets and liabilities are translated
to their United States dollar equivalents using foreign exchange rates which
prevailed at the balance sheet date. Revenue and expenses are translated at
average rates of exchange during the year. Related translation adjustments are
reported as a separate component of stockholders' equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations.
Fair Value of Financial Instruments.
In accordance with the requirements of SFAS No. 107, the Company has determined
of the estimated fair value of financial instruments using available market
information and appropriate valuation methodologies. The fair value of
financial instruments classified as current assets or liabilities including cash
and cash equivalents and accounts payable approximate carrying value due to the
short-term maturity of the instruments.
Net Loss per Common Share.
Basic earnings per share includes no dilution and is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Dilutive earnings per share reflects the potential
dilution of securities that could share in the earnings of the Company. Because
the Company does not have any potentially dilutive securities, the accompanying
presentation is only of basic loss per share.
<PAGE>
NOTE 3 - RELATED PARTY TRANSACTIONS
Certain directors have provided cash loans totalling $1,318 at September 30,
2000. Amounts due from related parties are non-interest bearing and have no
specific terms of repayment.
NOTE 4 - SUBSEQUENT EVENTS
The shareholders of the Company approved a split of the Common stock on a 100
for 1 basis resulting in 4,500,000 shares of common stock issued and
outstanding. In addition, the authorized Common stock was increased to
100,000,000 shares and assigned a par value of $0.00001 per share.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
Results of Operations.
On September 28, 2000 the Registrant completed a Form 10SB registration with the
United States Securities and Exchange Commission. As such the Registrant is
subject to the regulations governing reporting issuers in the United States.
To date the Registrant has had no business operations and was organized for the
purpose of creating a corporate vehicle to locate and acquire an operating
business entity.
For then nine months ended September 30, 2000 the Registrant incurred general
and administrative expenses of $2,852 of which $2,660 represented professional
fees. For the period September 2, 1999 (inception) to September 30, 1999 the
Registrant incurred general and administrative expenses of $785.
For the nine months ended September 30, 2000 the Registrant had a net loss of
$2,852 or 6 cents per share. For the period September 2, 1999 (inception) to
September 30, 1999 the Registrant had a net loss of $785 or 2 cents per share.
Liquidity and Capital Resources.
During the nine months ended September 30, 2000 the Registrant used $402 in cash
from operating activities and received $210 from advances from related parties.
As at September 30, 2000 the Registrant had $136 cash in the bank.
As the Registrant does not currently engage in any business activities that
provide any cash flow, the Registrant is dependant on the Registrant raising
capital or receiving loans from management in order to meet the costs of
identifying, investigating and analyzing business combinations and for general
corporate needs.
<PAGE>
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Registrant is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the Registrant has been
threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Subsequent to September 30, 2000, the shareholders of the Registrant approved a
split of Common stock on a 100 for 1 basis resulting in 4,500,000 Common shares
issued and outstanding. In addition, the authorized Common stock was increased
to 100,000,000 Common shares and assigned a par value of $0.001 per Common
share.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 13, 2000, the Registrant held a meeting of shareholders. At this
meeting, the following matters were voted on and approved:
(a) A split of the common stock on a 100 for 1 basis;
(b) An increase in the par value of the authorized common stock from no par
value to a par value of $0.001; and
(c) An increase in the authorized common stock of the Registrant from
100,000 to 100,000,000.
Of the 45,000 shares eligible to vote at this meeting, a total of 17,000 votes
in favor of each proposal. There were no negative votes and no abstentions on
any of the voting.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Reports on Form 8-K. The Registrant did not file any reports on Form
8-K during the quarterly period ended September 30, 2000.
(b) Exhibits. Exhibits included or incorporated by reference herein: See
Exhibit Index.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
LMC CAPITAL CORP.
Dated November 7, 2000 By: /s/ Philip Cassis
Philip Cassis, President and Director
<PAGE>
EXHIBIT INDEX
Number Exhibit Description
3.1 Articles of Incorporation (incorporated by reference to Exhibit 3 of the
Registration Statement on Form 10-SB filed on September 28, 2000).
3.2 Certificate of Amendment to Articles of Incorporation (incorporated by
reference to Exhibit 2 of the Form 10-SB filed on September 28, 2000).
3.3 Certificate of Amendment to Articles of Incorporation dated October 13,
2000.
3.4 By-Laws
27 Financial Data Schedule
<PAGE>
Exhibit 3.3
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION
OF
LMC CAPITAL CORP.
I, Philip Cassis, certify that:
1. The original articles of LMC Capital Corp. were filed with the Office of
the Secretary of State on September 2, 1999.
2. Pursuant to the unanimous written consent of the Board of Directors, the
company hereby adopted the following amendments to the Articles of
Incorporation of this Corporation:
Article Four: Shares of Stock is amended to read as follows:
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 one-hundredth of one cent (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 of qualifications, limitations or restrictions thereof as shall be
stated in the resolution or resolutions adopted by them.
3. At a Meeting of the company, held on October 13, 2000, the company had
45,000 shares of voting common stock issued and outstanding. By a vote
of 17,000 shares of this common stock, in person or by proxy (which
represents 37.7% of the total shares), which vote is sufficient for
approval, the foregoing amendment to the Articles of Incorporation of
this corporation was approved.
Dated this 17th day of October, 2000.
/s/ Philip Cassis /s/ Christopher D. Farber
----------------------------------------- --------------------------------
Philip Cassis, President Christopher D. Farber, Secretary
<PAGE>
Exhibit 3.4
TABLE OF CONTENTS
BY-LAWS
ARTICLE ONE - OFFICES
1.1 Registered Office
1.2 Other Offices
ARTICLE TWO - MEETINGS OF STOCKHOLDERS
2.1 Place
2.2 Annual Meetings
2.3 Special Meetings
2.4 Notices of Meetings
2.5 Purpose of Meetings
2.6 Quorum
2.7 Voting
2.8 Share Voting
2.9 Proxy
2.10 Written Consent in Lieu of Meeting
ARTICLE THREE - DIRECTORS
3.1 Powers
3.2 Number of Directors
3.3 Vacancies
ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS
4.1 Place
4.2 First Meeting
4.3 Regular Meetings
4.4 Special Meetings
4.5 Notice
4.6 Waiver
4.7 Quorum
4.8 Adjournment
ARTICLE FIVE - COMMITTEES OF DIRECTORS
5.1 Power to Designate
5.2 Regular Minutes
5.3 Written Consent
<PAGE>
Page 2
ARTICLE SIX - COMPENSATION OF DIRECTORS
6.1 Compensation
ARTICLE SEVEN - NOTICES
7.1 Notice
7.2 Consent
7.3 Waiver of Notice
ARTICLE EIGHT - OFFICERS
8.1 Appointment of Officers
8.2 Time of Appointment
8.3 Additional Officers
8.4 Salaries
8.5 Vacancies
8.6 Chairman of the Board
8.7 Vice-Chairman
8.8 President
8.9 Vice-President
8.10 Secretary
8.11 Assistant Secretaries
8.12 Treasurer
8.13 Surety
8.14 Assistant Treasurer
ARTICLE NINE - CERTIFICATES OF STOCK
9.1 Share Certificates
9.2 Transfer Agents
9.3 Lost or Stolen Certificates
9.4 Share Transfers
9.5 Voting Shareholder
9.6 Shareholders Record
ARTICLE TEN - GENERAL PROVISIONS
10.1 Dividends
10.2 Reserves
10.3 Cheques
10.4 Fiscal Year
10.5 Corporate Seal
<PAGE>
Page 3
ARTICLE ELEVEN - INDEMNIFICATION
ARTICLE TWELVE - AMENDMENTS
12.1 By Shareholder
12.2 By Board of Directors
<PAGE>
Page 4
BY-LAWS
OF
LMC CAPITAL CORP.
A NEVADA CORPORATION
ARTICLE ONE
-----------
OFFICES
-------
Section 1.1 Registered Office - The registered office of this corporation
-----------------
shall be in the County of Las Vegas, State of Nevada.
Section 1.2 Other Offices - The corporation may also have offices at such
-------------
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the corporation
may require.
ARTICLE TWO
-----------
MEETINGS OF STOCKHOLDERS
------------------------
Section 2.1 Place - All annual meetings of the stockholders shall be held at
-----
the registered office of the corporation or at such other place within or
without the State of Nevada as the directors shall determine. Special meetings
of the stockholders may be held at such time and place within or without the
State of Nevada as shall be stated in the notice of the meeting, or in a duly
executed waiver of notice thereof.
Section 2.2 Annual Meetings - Annual meetings of the stockholders,
---------------
commencing with the year 2000, shall be held five months after the fiscal year,
or at such other time as may be set by the Board of Directors from time to time,
at which the stockholders shall elect by vote a Board of Directors and transact
such other business as may properly be brought before the meeting.
Section 2.3 Special Meetings - Special meetings of the stockholders, for any
----------------
purpose or purposes, unless otherwise prescribed by statute or by the Articles
of Incorporation, may be called by the President or the Secretary by resolution
of the Board of Directors or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose of the
proposed meeting.
Section 2.4 Notices of Meetings - Notices of 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 shall designate.
<PAGE>
Page 5
Such notice shall state the purpose or purposes for which the meeting is called
and the time and the place, which may be within or without this State, where it
is to be held. A copy of such notice shall be either delivered personally to or
shall be mailed, postage prepaid, to each stockholder of record entitled to vote
at such meeting not less than ten nor more than sixty days before such meeting.
If mailed, it shall be directed to a stockholder at his address as it appears
upon the records of the corporation and upon such mailing of any such notice,
the service thereof shall be complete and the time of the notice shall begin to
run from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to any
officer of a corporation or association or to any member of a partnership shall
constitute delivery of such notice to such corporation, association or
partnership. In the event of the transfer of stock after delivery of such notice
of and prior to the holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.
Section 2.5 Purposes of Meetings - Business transacted at any special meeting
--------------------
of stockholders shall be limited to the purposes stated in the notice.
Section 2.6 Quorum - The holders of a majority of the stock issued and
------
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
Articles of Incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified.
Section 2.7 Voting - When a quorum is present or represented at any meeting,
------
the vote of the holders of a majority of the stock having voting power present
in person or represented by proxy shall be sufficient to elect directors or to
decide any questions brought before such meeting, unless the question is one
upon which by express provision of the statutes or of the Articles of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.
Section 2.8 Share Voting - Each stockholder of record of the corporation shall
------------
be entitled at each meeting of stockholders to one vote for each share of stock
standing in his name on the books of the corporation. Upon the demand of any
stockholder, the vote for directors and the vote upon any question before the
meeting shall be by ballot.
Section 2.9 Proxy - At any meeting of the stockholders any stockholder may be
-----
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instruments in writing shall designate two
or more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the posers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No proxy
or power of attorney to vote shall be used to vote at a meeting of the
stockholders unless it shall have been filed with the secretary of the meeting
when required by the inspectors of election. All questions regarding the
qualification of voters, the validity of proxies and the acceptance or rejection
of votes shall be decided by the inspectors of election who shall be appointed
by the Board of Directors, or if not so appointed, then by the presiding officer
of the meeting.
<PAGE>
Page 6
Section 2.10 Written Consent in Lieu of Meeting - Any action which may be
----------------------------------
taken by the vote of the stockholders at a meeting may be taken without a
meeting if authorized by the written consent of stockholders holding at least a
majority of the voting power, unless the provisions of the statues or of the
Articles of Incorporation require a greater proportion of voting power to
authorize such action in which case such greater proportion of written consents
shall be required.
ARTICLE THREE
-------------
DIRECTORS
---------
Section 3.1 Powers - The business of the corporation shall be managed by its
------
Board of Directors which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by the Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.
Section 3.2 Number of Directors - The number of directors which shall
-------------------
constitute the whole board shall be three (3). The number of directors may from
time to time be increased or decreased to not less than one nor more than
fifteen by action of the Board of Directors. The directors shall be elected at
the annual meeting of the stockholders and except as provided in Section 2 of
this Article, each director elected shall hold office until his successor is
elected and qualified. Directors need not be stockholders.
Section 3.3 Vacancies - Vacancies in the Board of Directors including those
---------
caused by an increase in the number of directors, may be filled by a majority of
the remaining directors, though less than a quorum, or by a sole remaining
director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders. The holders of a
two-thirds of the outstanding shares of stock entitled to vote may at any time
peremptorily terminate the term of office of all or any of the directors by vote
at a meeting called for such purpose or by a written statement file with the
secretary or, in his absence, with any other officer. Such removal shall be
effective immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall be filled only by
the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to exist
in case of the death, resignation or removal of any directors, or if the
authorized number of directors be increased, or if the stockholders fail at any
annual or special meeting of stockholders at which any director or directors are
elected to elect the full authorized number of directors to be voted for at that
meeting.
<PAGE>
Page 7
The stockholders may elect a director or directors at any time to fill any
vacancy or vacancies not filled by the directors. If the Board of Directors
accepts the resignation of a director tendered to take effect at a future time,
the Board or the stockholders shall have power to elect a successor to take
office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his term of office.
ARTICLE FOUR
------------
MEETINGS OF THE BOARD OF DIRECTORS
----------------------------------
Section 4.1 Place - Regular meetings of the Board of Directors shall be
-----
held at any place within or without the State which has been designated from
time to time by resolution of the Board or by written consent of all members of
the Board. In the absence of such designation regular meetings shall be held at
the registered office of the corporation. Special meetings of the Board may be
held either at a place so designated or at the registered office.
Section 4.2 First Meeting - The first meeting of each newly elected
-------------
Board of Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the meeting,
provided a quorum be present. In the event such meeting is not so held, the
meeting may be held at such time and place as shall be specified in a notice
given as hereinafter provided for special meetings of the Board of Directors.
Section 4.3 Regular Meetings - Regular meetings of the Board of
----------------
Directors may be held without call or notice at such time and at such place as
shall from time to time be fixed and determined by the Board of Directors.
Section 4.4 Special Meetings - Special Meetings of the Board of
----------------
Directors may be called by the Chairman or the President or by any
Vice-President or by any two directors.
Written notice of the time and place of special meetings shall be delivered
personally to each director, or sent to each director by mail or by other form
of written communication, charges prepaid, addressed to him at his address as is
shown upon the records or is not readily ascertainable, at the place in which
the meetings of the directors are regularly held. Incase such notice is mailed
or telegraphed, it shall be deposited in the United States mail or delivered
through the telegraph company at least forty-eight (48) hours prior to the time
of the holding of the meeting. In case such notice is delivered as above
provided, it shall be so delivered at least twenty-four (24) hours prior to the
time of the holding of the meeting. Such mailing, telegraphing or delivery as
above provided shall be due, legal and personal notice to such director.
<PAGE>
Page 8
Section 4.5 Notice - Notice of the time and place of holding an
------
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
Section 4.6 Waiver - The transactions of any meeting of the Board of
------
Directors, however called and noticed or wherever held, shall be as valid as
though had at a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
Section 4.7 Quorum - A majority of the authorized number of directors
------
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number be required by law or by the Articles of Incorporation. Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented to in writing by all of the other members of the Board shall be as
valid and effective in all respects as if passed by the Board in regular
meeting.
Section 4.8 Adjournment - A quorum of the directors may adjourn any
-----------
directors meeting to meet again at a stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
ARTICLE FIVE
------------
COMMITTEES OF DIRECTORS
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Section 5.1 Power to Designate - The Board of Directors may, by
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resolution adopted by a majority of the whole Board, designate one or more
committees of the corporation which, to the extent provided in the resolution,
shall have and may exercise the power of the Board of Directors in the
management of the business and affairs of the corporation and may have power to
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 determined from time to time by the Board of Directors. The members of any
such committee present at any meeting and not disqualified from voting may,
whether or not they constitute a quorum, unanimously appoint another member of
the Board of Directors to act at the meeting in the place of any absent or
disqualified member. At meetings of such committees, a majority of the members
or alternate members shall constitute a quorum for the transaction of business,
and the act of a majority of the members or alternate members at any meeting at
which there is a quorum shall be the act of the committee.
Section 5.2 Regular Minutes - The committees shall keep regular minutes
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of their proceedings and report the same to the Board of Directors.
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Section 5.3 Written Consent - Any action required or permitted to be
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taken at any meeting of the Board of Directors or of any committee thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of Directors or of such committee, as the case may be, and such
written consent is filed with the minutes of proceedings of the Board or
committee.
ARTICLE SIX
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COMPENSATION OF DIRECTORS
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Section 6.1 Compensation - The directors may be paid their expenses of
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attendance at each meeting of the Board of Directors and may be paid a fixed sum
for attendance at each meeting of the Board of Directors or a stated salary as
director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like reimbursement and
compensation for attending committee meetings.
ARTICLE SEVEN
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NOTICES
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Section 7.1 Notice - Notices to directors and stockholders shall be in
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writing and delivered personally or mailed to the directors or stockholders at
their addresses appearing on the books of the corporation. Notice by mail shall
be deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by telegram.
Section 7.2 Consent - Whenever all parties entitled to vote at any
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meeting, whether of directors or stockholders, consent, either by a writing on
the records of the meeting or filed with the secretary, or by presence at such
meeting and oral consent entered on the minutes, or by taking part in the
deliberations at such meeting without objection, the doings of such meetings
shall be as valid as if had at a meeting regularly called and noticed, and at
such meeting any business may be transacted which is not excepted from the
written consent or to the consideration of which no objection for want of notice
is made at the time, and if any meeting be irregular for want of notice or of
such consent, provided a quorum was present at such meeting, the proceedings of
said meeting may be ratified and approve and rendered likewise valid and the
irregularity or defect therein waived by a writing signed by all parties having
the right to vote at such meeting; and such consent or approval of stockholders
may be proxy or attorney, but all such proxies and powers of attorney must be in
writing.
Section 7.3 Waiver of Notice - Whenever any notice whatever is required
----------------
to be given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
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ARTICLE EIGHT
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OFFICERS
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Section 8.1 Appointment of Officers - The officers of the corporation
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shall be chosen by the Board of Directors and shall be a President, a Secretary
and a Treasurer. Any person may hold two or more offices.
Section 8.2 Time of Appointment - The Board of Directors at its first
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meeting after each annual meeting of stockholders shall choose a Chairman of the
Board who shall be a director, and shall choose a President, a Secretary and a
Treasurer, none of whom need be directors.
Section 8.3 Additional Officers - The Board of Directors may appoint a
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Vice-Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Treasurers and such other officers and agents as it
shall deem necessary who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
Section 8.4 Salaries - The salaries and compensation of all officers of
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the corporation shall be fixed by the Board of Directors.
Section 8.5 Vacancies - The officers of the corporation shall hold
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office at the pleasure of the Board of Directors. Any officer elected or
appointed by the Board of Directors may be removed at any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of Directors.
Section 8.6 Chairman of the Board - The Chairman of the Board shall
--------------------- ---------------------
preside at meetings of the stockholders and the Board of Directors, and shall
see that all orders and resolutions of the Board of Directors are carried into
effect.
Section 8.7 Vice-Chairman - The Vice-Chairman shall, in the absence or
------------- -------------
disability of the Chairman of the Board, perform the duties and exercise the
powers of the Chairman of the Board and shall perform such other duties as the
Board of Directors may from time to time prescribe.
Section 8.8 President - The President shall be the chief executive
--------- ---------
officer of the corporation and shall have active management of the business of
the corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution thereof
shall be expressly designated by the Board of Directors to some other officer or
agent of the corporation.
Section 8.9 Vice-President - The Vice-President shall act under the
-------------- --------------
direction of the President and in the absence or disability of the President
shall perform the duties and exercise the powers of the President. They shall
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Page 11
perform such other duties and have such other powers as the President or the
Board of Directors may from time to time prescribe. The Board of Directors may
designate one or more Executive Vice-Presidents or may otherwise specify the
order of seniority of the Vice-Presidents. The duties and powers of the
President shall descend to the Vice-Presidents in such specified order of
seniority.
Section 8.10 Secretary - The Secretary shall act under the direction of
--------- ---------
the President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of all
meetings of the stockholders and special meetings of the Board of Directors, and
shall perform such other duties as may be prescribed by the President or the
Board of Directors.
Section 8.11 Assistant Secretaries - The Assistant Secretaries shall
--------------------- ---------------------
act under the direction of the President. In order of their seniority, unless
otherwise determined by the President or the Board of Directors, they shall, in
the absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform such other duties and have such
other powers as the President or the Board of Directors may from time to time
prescribe.
Section 8.12 Treasurer - The Treasurer shall act under the direction of
--------- ---------
the President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate accounts
of receipts and disbursements in books belonging to the corporation and shall
deposit all monies and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the President or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account of
all his transactions as Treasurer and of the financial condition of the
corporation.
Section 8.13 Surety - If required by the Board of Directors, he shall
------
give the corporation a bond in such sum and with such sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from the office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
Section 8.14 Assistant Treasurer - The Assistant Treasurer in the order
------------------- -------------------
of their seniority, unless otherwise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform the
duties and exercise the powers of the Treasurer. They shall perform such other
duties and have such other powers as the President or the Board of Directors may
from time to time prescribe.
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Page 12
ARTICLE NINE
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CERTIFICATES OF STOCK
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Section 9.1 Share Certificates - Every stockholder shall be entitled to
------------------
have a certificate signed by the President, Vice-President, Treasurer, Assistant
Treasurer, Secretary or an Assistant Secretary of the corporation, certifying
the number of shares owned by him in the corporation. If the corporation shall
be authorized to issued more than one class of stock or more than one series of
any class, the designations, preferences and relative, participating, optional
or other special rights of the various classes of stock or series thereof and
the qualifications, limitations or restrictions of such rights, shall be set
forth in full or summarized on the face or back of the certificate which the
corporation shall issued to represent such stock.
Section 9.2 Transfer Agents - If a certificate is signed (a) by a
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transfer agent other than the corporation or its employees or (b) by a registrar
other than the corporation or its employees, the signatures of the officers of
the corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall cease to be such
officer before such certificate is issued, such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The
seal of the corporation, or a facsimile thereof, may, but need not be, affixed
to certificates of stock.
Section 9.3 Lost or Stolen Certificates - The Board of Directors may
---------------------------
direct a new certificate or certificates to be issued in place of any
certificate or certificates theretofore issued by the corporation alleged to
have been lost or destroyed upon the making of an affidavit to that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost or destroyed.
Section 9.4 Share Transfers - Upon surrender to the corporation or the
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transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that all
provisions of the laws and regulations applicable to the corporation regarding
transfer and ownership of shares have been complied with, to issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
Section 9.5 Voting Shareholder - The Board of Directors may fix in
------------------
advance a date not exceeding sixty (60) days nor less than ten (10) days
preceding the date of any meeting of stockholders, or the date for the payment
of any dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or a
date in connection with obtaining the consent of entitled to notice of and to
vote at any such meeting, and any adjournment thereof, or entitle to receive
payment of any such dividend, or to give such consent, and in such case, such
stockholders, and only such stockholders as shall be stockholders of record on
the date so fixed, shall be entitled to notice of and to vote at such meeting,
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Page 13
or any adjournment thereof, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, or to five such
consent, as the case may be, notwithstanding any transfer of any stock on the
books of the corporation after any such record dated fixed as aforesaid.
Section 9.6 Shareholders Record - The corporation shall be entitled to
-------------------
recognize the person registered on its books as the owner of shares to be the
exclusive owner for all purposes including voting and dividends, and the
corporation shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE TEN
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GENERAL PROVISIONS
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Section 10.1 Dividends - Dividends upon the capital stock of the
---------
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared by the Board of Directors at any regular or special meeting,
pursuant to law. Dividends may be paid in case, in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.
Section 10.2 Reserves - Before payment of any dividend, there may be
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set aside out of any funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion, think
proper as a reserve or reserves to meet contingencies, or for equalizing
dividends or for repairing or maintaining any property of the corporation or for
such other purpose as the directors shall think conductive to the interest of
the corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
Section 10.3 Cheques - All cheques or demands for money and notes of
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the corporation shall be signed by such officer or officers or such other person
or persons as the Board of Directors may from time to time designate.
Section 10.4 Fiscal Year - The fiscal year of the corporation shall be
-----------
fixed by resolution of the Board of Directors.
Section 10.5 Corporate Seal - The corporation may or may not have a
--------------
corporate seal, as may from time to time be determined by resolution of the
Board of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the Corporation and the words Corporate Seals and Nevada.
The seal may be used by causing it or a facsimile thereof to be impressed or
affixed or in any manner reproduced.
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ARTICLE ELEVEN
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INDEMNIFICATION
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Every person who was or is a party or is threatened to be made a party to
or is involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he or a person of
whom he is the legal representative is or was a director or officer of the
corporation or is or was serving at the request of the corporation or for its
benefit as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses, liability and loss (including attorney s fees, judgments, fines and
amounts paid or to be paid in settlement) reasonably incurred or suffered by him
in connection therewith. The expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which may
be enforced in any manner desired by such person. Such right of indemnification
shall not be exclusive of any other right which such directors, officers or
representatives may have or hereafter acquire and, without limiting the
generality of such statement, they shall be entitled to their respective rights
of indemnification under any bylaw, agreement, vote of stockholders, provision
of law or otherwise, as well as their rights under this Article.
The Board of Directors may cause the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out of
such status, whether or not the corporation would have the power to indemnify
such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and may amend these and such Bylaws to provide at all
times the fullest indemnification permitted by the General Corporation Law of
the State of Nevada.
ARTICLE TWELVE
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AMENDMENTS
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Section 12.1 By Shareholder - The Bylaws may be amended by a majority
--------------
vote of all the stock issued and outstanding and entitled to vote at any annual
or special meeting of the stockholders, provided notice of intention to amend
shall have been contained in the notice of the meeting.
<PAGE>
Page 15
Section 12.2 By Board of Directors - The Board of Directors by a
---------------------
majority vote of the whole Board at any meeting may amend these Bylaws,
including Bylaws adopted by stockholders, but the stockholders may from time to
time specify particular provisions of the Bylaws which shall not be amended by
the Board of Directors.
APPROVED AND ADOPTED this 2nd day of September, 1999.
/s/ Christopher D. Farber
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Secretary
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