UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
CENTER STAR GOLD MINES, INC.
(Exact name of Registrant as specified in charter)
Nevada 82-0255758
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
4970 South 900 East, Suite F104, Salt Lake City, UT 84117
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (801) 269-9500
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class each class is to be registered
None N/A
Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class
Common Stock
Par Value $.001
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
History and Organization
Center Star Gold Mines, Inc. (the "Company") was incorporated under the
laws of the State of Idaho on May 1, 1961, under the name of Center Star
Mines, Inc., for the primary purpose of exploring for commercial gold
deposits. The Company changed its corporate name on May 15, 1962, to Center
Star Gold Mines, Inc. The Company had owned various unpatented mining claims
near Grangeville, Idaho from 1962 until the last mining claim was abandoned in
1995. The claims were abandoned because the Company did not have adequate
working capital in order to pay the annual maintenance fee of $100 per mining
claim to the U.S. Bureau of Land Management. Since 1995, the Company has been
inactive.
On April 25, 1997, Frank A. Morbeck and Marilyn L. White, officers and
directors of the Company, resigned all their positions and agreed to forgive
any debt owed by the Company to them. Donald Beehner, then a director of the
Company, also resigned. Howard M. Oveson, Robert K. Hatch, and Rhonda Eardley
were appointed to the board of directors for the purpose of cleaning up the
company records and bringing all of its filings and financial statements
current. The new board of directors would also seek business opportunities
for the Company. In connection with the change of control, Milagro Holdings,
Inc., a Delaware corporation controlled by Mr. Oveson, paid $20,000 to Mr.
Morbeck for forgiveness of $3,624 owed to him by the Company and for the
purchase of 466,500 pre-reverse split shares of common stock of the Company
owned by him. Such shares represented approximately 10.76% of the outstanding
stock of the Company at such time. Also in connection with the change of
control, the corporate offices were changed to their present location at 4970
South 900 East, Suite F104, Salt Lake City, Utah 84117.
On April 6, 1998, the Company issued 662,949 pre-reverse split shares of
common stock to Howard M. Oveson for his services in cleaning up the books and
records of the Company and in preparing it to seek a suitable business
venture.
On May 7, 1998, the shareholders of the Company authorized a change of
domicile of the Company to the State of Nevada by means of merger with and
into a Nevada corporation formed by the Company for this purpose. The articles
of merger became effective July 21, 1998. The Nevada company was incorporated
on June 2, 1998.
On May 7, 1998, the shareholders of the Company also authorized a reverse
split of the 5,000,000 outstanding shares of common stock of the Company at
the rate of one share for each four shares outstanding. The reverse spit
reduced the number of outstanding shares to 1,249,960 and was effective August
12, 1998. In addition, the shareholders approved an amendment to Article V of
the Articles of Incorporation of the Company to increase the number of
authorized shares of common stock to 50,000,000 and to reduce the par value to
$.001.
On May 7, 1998, the shareholders of the Company authorized a change to
Article II of the Articles of Incorporation changing the purpose of the
Company to allow it to conduct operations other than in the mining industry.
The shareholders also authorized the elimination of Article IX of the Articles
of Incorporation which dealt with directors interested in certain transactions
since such provisions were codified in the corporate law of the State of
Nevada.
In August, 1998, the Company issued 2,000,000 post-reverse split shares
of common stock to Milagro Holdings, Inc., a Delaware corporation controlled
by Howard M. Oveson, an officer and director of the Company, for the
settlement of debt for $4,760 advanced to the Company by Milagro Holdings,
Inc., which funds were used for operations of the Company. A Debt Settlement
Agreement relating to this transaction was also executed on the same date.
The Company is currently seeking potential business acquisitions or
opportunities to enter into in an effort to commence business operations. The
Company does not propose to restrict its search for a business opportunity to
any particular industry or geographical area and may, therefore, engage in
essentially any business in any industry. The Company has unrestricted
discretion in seeking and participating in a business opportunity.
The selection of a business opportunity in which to participate is
complex and risky. Additionally, as the Company has only limited resources
available to it through advances by management, it may be difficult to find
good opportunities. There can be no assurance that the Company will be able
to identify and acquire any business opportunity based on management's
business judgement.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no specific
business and may acquire or participate in a business opportunity based on the
decision of management which potentially could act without the consent, vote,
or approval of the Company's shareholders. The risks faced by the Company are
further increased as a result of its lack of resources and its inability to
provide a prospective business opportunity with significant capital.
The Company has had no employees since discontinuing its operations and
does not intend to employ anyone in the future, unless its present business
operations were to change. Except for the 662,949 pre-reverse split shares
issued to Mr. Oveson as set forth above, the Company is not paying salaries or
other forms of compensation to any officers or directors of the Company for
their time and effort. Unless otherwise agreed to by the Company, the Company
does intend to reimburse its officers and directors for out-of-pocket
expenses.
ITEM 2. MANAGEMENT'S PLAN OF OPERATION
The Company is a development stage company. Since 1995, when the last
unpatented mining claim was abandoned, the Company has had no operations. The
Company was organized for the purpose of engaging in mining activities;
however, the Company does not have any significant cash or other material
assets, nor does it have an established source of revenues sufficient to cover
operating costs and to allow it to continue as a going concern. The Company
intends to take advantage of any reasonable business proposal presented which
management believes will provide the Company and its stockholders with a
viable business opportunity. The board of directors will make the final
approval in determining whether to complete any acquisition, and, unless
required by applicable law, the articles of incorporation, or the bylaws, or
by contract, stockholders' approval will not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the likely issuance of stock to acquire such an
opportunity.
ITEM 3. DESCRIPTION OF PROPERTY
Since 1997, the Company's administrative offices have been located at
4970 South 900 East, Suite F104, Salt Lake City, Utah 84117, which are the
offices of Rhonda Eardley, the secretary and a director of the Company. Mrs.
Eardley has allowed the Company to use this office space without charge.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information furnished by current
management concerning the ownership of common stock of the Company as of
January 6, 1999, of (i) each person who is known to the Company to be the
beneficial owner of more than 5 percent of the Common Stock; (ii) all
directors and executive officers; and (iii) directors and executive officers
of the Company as a group:
Amount and Nature
Name and Address of Beneficial
of Beneficial Owner Ownership (1) Percent of Class
Howard M. Oveson 2,165,737 (2) 66.64%
57 West 200 South Suite 310
Salt Lake City, UT 84101
Milagro Holdings, Inc. 2,000,000 (3) 61.54%
57 West 200 South Suite 310
Salt Lake City, UT 84101
Rhonda Eardley 116,625 (4) 3.59%
4970 South 900 East
Suite F104
Salt Lake City, UT 84117
Robert K. Hatch -0- 0.00%
841 Three Fountains Dr.
No. 253
Murray, UT 84101
Executive Officers and 2,282,362 70.23%
Directors as a Group
(3 Persons)
(1) Unless otherwise indicated, this column reflects amounts as to which
the beneficial owner has sole voting power and sole investment power. The
number of shares set forth in this table gives effect to the one-for-four
reverse split of the outstanding shares of common stock effective August 12,
1998.
(2) Mr. Oveson is deemed to share beneficial ownership of 2,000,000 of
such shares with Milagro Holdings, Inc., the direct and record owner of such
shares.
(3) These shares are held directly and of record by Milagro Holdings,
Inc., a corporation controlled by Howard M. Oveson, an officer and director of
the Company. Such entity is deemed to share beneficial ownership of such
shares with Mr. Oveson.
(4) These shares are owned directly by the husband of Mrs. Eardley and
they are deemed to share beneficial ownership of such shares.
The Company is seeking potential business acquisitions or opportunities.
(See "Item 1. Description of Business.") It is likely that such a
transaction would result in a change of control of the Company, by virtue of
issuing a controlling number of shares in the transaction, change of
management, or otherwise.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS,
PROMOTERS AND CONTROL PERSONS
The following table sets forth as of December 14, 1998, the name, age,
and position of the executive officers and directors of the Company and the
term of office of such directors:
Name Age Position(s) Director Since
Howard M. Oveson 65 Director & President September 1997
Keith R. Hatch 70 Director & Vice-President September 1997
Rhonda Eardley 38 Director, Secretary & September 1997
Treasurer
Set forth below is certain biographical information regarding the
Company's current executive officers and directors:
HOWARD M. OVESON has been self-employed since 1980 as a business
consultant to private and public companies. Mr. Oveson has also been a
director and the secretary/treasurer of Apex Minerals Corporation, a Delaware
corporation, since July 1995, which company is a reporting company with the
Securities and Exchange Commission. On March 17, 1992, Howard M. Oveson, an
officer and director of the Company, filed a petition under the federal
bankruptcy laws in the U. S. Bankruptcy Court, District of Utah (Salt Lake),
Petition No. 92-21860. The case was originally filed under Chapter 11 of the
U. S. Bankruptcy Code, and was converted to Chapter 7 on November 12, 1992.
The final decree in the case was issued on November 10, 1996.
ROBERT K. HATCH has served on boards of public and private
corporations and offered his consulting services. Mr. Hatch has been retired
since 1990. Prior to 1990 he was employed by the Newspaper Agency in Salt
Lake City, Utah.
RHONDA EARDLEY has over seven years experience as a dental
assistant. For the past four years she has worked as a corporate secretary
and office manager for various small companies.
ITEM 6. EXECUTIVE COMPENSATION
According to information supplied by the president of the Company, there
has been no compensation awarded to, earned by, or paid to any of the
executive officers of the Company during the year ended December 31, 1998, or
the two prior fiscal years, except for the 165,737 post-reverse split shares
which were issued to Mr. Oveson on April 6, 1998, for services rendered to the
Company. Such shares were valued at $663, the par value of the post-reverse
shares. There was no market value for such shares at the time of issuance.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since September 1997, Milagro Holdings, Inc., a corporation owned and
controlled by Mr. Howard M. Oveson, an officer and a director of the Company,
has advanced approximately $5,690 to the Company for the purpose of paying
current expenses for the benefit of the Company's operations. In addition,
such entity paid $3,624 to a former officer and director of the Company for
funds advanced to the Company by such individual.
Mr. Howard M. Oveson, an officer and a director of the Company, is also
an officer or director of Apex Minerals Corporation, Silver Beaver Mining
Company, Inc., and Interactive Telephone Network, Inc. These publicly held
companies are also seeking business opportunities, and it is possible that
conflicts between such entities and the Company for such business
opportunities may arise. There is no agreement among such entities concerning
such conflict.
Mr. Howard M. Oveson, an officer, director, and controlling shareholder
of the Company, continues to advance funds to the Company for expenses of the
Company and Rhonda Eardley, an officer and director of the Company, continues
to provide office space for the Company at no cost. There is no agreement or
commitment by either Mr. Oveson or Ms. Eardley in regard to continuing to
advance funds or provide such office space. However, it is anticipated that
such monetary advances and office space will continue to be furnished until
the Company locates a new business venture.
ITEM 8. DESCRIPTION OF SECURITIES
The Company has authorized 50,000,000 shares of common stock, par value
$.001 per share (the "Common Stock"). As of December 14, 1998, the Company
had outstanding 3,249,960 shares of Common Stock. All Common Shares are equal
to each other with respect to voting, and dividend rights, and, are equal to
each other with respect to liquidation rights. Special meetings of the
shareholders may be called by the Chairman, the Board of Directors, President,
the chief executive officer, or the holders of not less than one-tenth of all
the shares entitled to vote at the meeting. Holders of shares of Common Stock
are entitled to one vote at any meeting of the shareholders for each share of
Common Stock they own as of the record date fixed by the Board of Directors.
At any meeting of shareholders, a majority of the outstanding shares of Common
Stock entitled to vote, represented in person or by proxy, constitutes a
quorum. A vote of the majority of the shares of Common Stock represented at a
meeting will govern, even if this is substantially less than a majority of the
shares of Common Stock outstanding. Holders of shares are entitled to receive
such dividends as may be declared by the Board of Directors out of funds
legally available therefor, and upon liquidation are entitled to participate
pro rata in a distribution of assets available for such a distribution to
shareholders. There are no conversion, pre-emptive or other subscription
rights or privileges with respect to any share. Reference is made to the
Articles of Incorporation and Bylaws of the Company as well as to the
applicable statutes of the State of Nevada for a more complete description of
the rights and liabilities of holders of shares. The shares of the Company do
not have cumulative voting rights, which means that the holders of more than
fifty percent of the shares of Common Stock voting for election of directors
may elect all the directors if they choose to do so. In such event, the
holders of the remaining shares aggregating less than fifty percent will not
be able to elect directors.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS'S
COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
There is presently no public trading market for the common stock of
the Company, and there has been no reported bid price of the Company's common
stock during the last two fiscal years. None of the common shares are subject
to outstanding options or warrants. Of the outstanding common shares,
2,282,362 shares are subject to Rule 144 under the Securities Act.
Since its inception, the Company has not paid any dividends on its common
stock and the Company does not anticipate that it will pay dividends in the
foreseeable future.
At December 14, 1998, the Company had approximately 930 shareholders of
record as reported by the Company's transfer agent. The transfer agent for
the Company is Fidelity Transfer Company, 1800 South West Temple, Suite 301,
Salt Lake City, UT 84115; telephone number (801) 484-7222.
ITEM 2. LEGAL PROCEEDINGS
No legal proceedings are reportable pursuant to this item.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
No change in accountant is reportable pursuant to this item.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On April 6, 1998, the Company issued 165,737 post-reverse split shares of
its common stock to Howard M. Oveson for services rendered to the Company. At
such time the shares issued to Milagro Holdings represented approximately
13.26% of the outstanding common stock of the Company. The shares were issued
without registration under the Securities Act of 1933, as amended, by reason
of the exemption from registration afforded by the provisions of Section 4(2)
thereof, as a transaction by an issuer not involving any public offering, the
recipient of the securities having delivered appropriate investment
representations to the Company with respect thereto and having consented to
the imposition of restrictive legends upon the certificates evidencing such
securities. No underwriting discounts or commissions were paid in connection
with such issuance.
On August 4, 1998, the Company issued 2,000,000 post-reverse split shares
of its common stock to Milagro Holdings, Inc., a Delaware corporation
controlled by Howard M. Oveson, for settlement of a debt owed by the Company
to Milagro Holdings, Inc. in the amount of $4,760 owed by the Company for cash
advances to the Company. At such time the shares issued to Milagro Holdings
represented approximately 62% of the outstanding common stock of the Company.
The shares were issued without registration under the Securities Act of 1933,
as amended, by reason of the exemption from registration afforded by the
provisions of Section 4(2) thereof, as a transaction by an issuer not
involving any public offering, the recipient of the securities having
delivered appropriate investment representations to the Company with respect
thereto and having consented to the imposition of restrictive legends upon the
certificates evidencing such securities. No underwriting discounts or
commissions were paid in connection with such issuance.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada law expressly authorizes a Nevada corporation to indemnify its
directors, officers, employees, and agents against liabilities arising out of
such persons' conduct as directors, officers, employees, or agents if they
acted in good faith, in a manner they reasonably believed to be in or not
opposed to the best interests of the company, and, in the case of criminal
proceedings, if they had no reasonable cause to believe their conduct was
unlawful. Generally, indemnification for such persons is mandatory if such
person was successful, on the merits or otherwise, in the defense of any such
proceeding, or in the defense of any claim, issue, or matter in the
proceeding. In addition, as provided in the articles of incorporation,
bylaws, or an agreement, the corporation may pay for or reimburse the
reasonable expenses incurred by such a person who is a party to a proceeding
in advance of final disposition if such person furnishes to the corporation an
undertaking to repay such expenses if it is ultimately determined that he did
not meet the requirements. In order to provide indemnification, unless
ordered by a court, the corporation must determine that the person meets the
requirements for indemnification. Such determination must be made by a
majority of disinterested directors; by independent legal counsel; or by a
majority of the shareholders.
Article VI of the bylaws of the Company provides that the corporation
shall indemnify its directors, officers, agents and other persons to the full
extent permitted by the laws of the State of Nevada. Insofar as
indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to directors, officers, controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
PART F/S
Financial Statements. The following financial statements are included in
this statement:
PAGE
Report of Schvaneveldt and Company, Certified Public Accountants F-1
Balance Sheets as of September 30, 1998, and December 31, 1997
and 1996 F-2
Statements of Operations for the period January 1, 1998 to September
30, 1998 and years ended December 31, 1997 and 1996 F-3
Statements of Stockholders' Equity for the period December 31, 1995
to September 30, 1998 F-4
Statements of Cash Flows for the period ended September 30, 1998 and
the years ended December 31, 1997 and 1996 F-5
Notes to Financial Statements F-6
/Letterhead/ Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
Darrell T. Schvaneveldt, C.P.A.
Independent Auditors Report
Board of Directors
Center Star Gold Mines, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Center Star Gold Mines,
Inc., (a development stage company), as of September 30, 1998, December 31,
1997 and 1996, and the related statements of operations, stockholders' equity,
and cash flows for the period January 1, 1998 to September 30, 1998 and the
years ended December 31, 1997 and 1996. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
(PART 2)
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatements. 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 the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #3 to the financial
statements, the Company has an accumulated deficit and a negative net worth
at September 30, 1998. These factors raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in
regard to these matters are also discussed in Note #3. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Center Star Gold Mines, Inc.,
(a development stage company), as of September 30, 1998, December 31, 1997 and
1996, and the results of its operations and its cash flows for the period
January 1, 1998 to September 30, 1998 and the years ended December 31, 1997
and 1996, in conformity with generally accepted accounting principles.
/S/ Schvaneveldt & Company
Salt Lake City, Utah
December 16, 1998
<PAGE>
Center Star Gold Mines, Inc.
(A Development Stage Company)
Balance Sheets
September 30, 1998, December 31, 1997 and 1996
September December December
30, 1998 31, 1997 31, 1996
Assets
Current Assets
Cash $ -0- $ -0- $ 245
Total Assets $ -0- $ -0- $ 245
Liabilities &
Stockholders' Equity
Current Liabilities
Advances from Officer $ -0- $ 3,624 $ 2,485
Stockholders' Equity
Common Stock; $.001
Par Value, 50,000,000
Shares Authorized;
3,249,760 and
1,084,223 Shares
Issued and
Outstanding
Retroactively
Restated 3,250 1,084 1,084
Paid In Capital 436,008 432,621 432,621
Accumulated Deficit (439,258) (437,329) (435,945)
Total Stockholder'
Equity -0- (3,624) (2,240)
Total Liabilities &
Stockholders= Equity $ -0- $ -0- $ 245
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statement of Operations
For the Period January 1, 1998 to September 30, 1998 and
the Years Ended December 31, 1997 and 1996
September December December
30, 1998 31, 1997 31, 1996
Revenues
Transfer Fees $ -0- $ 46 $ 172
Operating Expenses
Legal & Accounting 3,900 3,200 -0-
Fees 990 423 -0-
Office -0- 61 175
Taxes & Licenses -0- 30 -0-
Loss on Abandoned
Mining Claims -0- -0- 100
Consulting Fees 663 -0- -0-
Total Operating
Expenses 5,553 3,714 275
(Loss) from
Operations (5,553) (3,668) (103)
Other Income
Forgiveness of Debt 3,624 2,284 -0-
Net (Loss) ($1,929) ($1,384) ($103)
Net (Loss) Per Share ($.00) ($.00) ($.00)
Weighted Average
Number of Shares 2,022,847 1,084,263 1,084,263
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period December 31, 1995 to September 30, 1998
Common Stock Paid In Accumulated
Shares Amount Capital Deficit Totals
Balance, December 31,
1995 Retroactively
Restated 1,084,223 $ 1,084 432,621 ($435,842) ($2,137)
Net Loss for the Year
Ended December 31,
1996 (103) (103)
Balance, December 31,
1996 1,084,223 1,084 432,621 (435,945) (2,240)
Net Loss for the Year
Ended December 31,
1997 (1,384) (1,384)
Balance, December 31,
1997 1,084,223 1,084 432,621 (437,329) (3,624)
Shares Issued for
Services
Retroactively
Restated 165,737 166 497 663
Shares Issued for
Expenses Paid by
Officer 2,000,000 2,000 2,890 4,890
Net Loss for Period
Ended September 30,
1998 (1,929) (1,929)
Balance, September
30, 1998 3,249,960 $ 3,250 $43,608 ($439,258) $ -0-
Center Star Gold Mines, Inc.
(A Development Stage Company)
Statements of Cash Flows
For the Period Ended September 30, 1998
and the Years Ended December 31, 1997 and 1996
September December December
30, 1998 31, 1997 31, 1996
Cash Flows from Operating
Activities
Net (Loss) ($1,929) ($1,384) ($103)
Adjustments to Reconcile Net
Income to Net Loss Used by
Operating Activities: Loss
on Abandoned Mining Claims -0- -0- 100
Forgiveness of Debt -0- (2,284) -0-
Non Cash Consulting Fees 663 -0- -0-
Gain on Mining Claims (3,624) -0- -0-
Net Cash Used by Operating
Activities (4,890) (3,668) (3)
Cash Flows from Financing
Activities
Advances from Officer 4,890 3,624 -0-
Repayments of Advances -0- (201) -0-
Net Cash Used from Financing
Activities 4,890 3,423 -0-
Net Decrease in Cash -0- (245) (3)
Cash at Beginning of Year -0- 245 248
Cash at End of Year $ -0- $ -0- $ 245
Disclosures from Operating
Activities
Interest $ -0- $ -0- $ -0-
Taxes -0- -0- -0-
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
The Company was incorporated on May 1, 1961, under the laws of the State of
Idaho. On July 21, 1998, the Company filed Articles of Merger in the state
of Nevada wherein Center Star Gold Mines, Inc., an Idaho Corporation, merged
with Center Star Gold Mines, Inc., a Nevada Corporation, incorporated on
June 2, 1998.
The purpose for which the Company is organized is to transact any lawful
business or to promote or conduct any legitimate object or purpose under and
subject to the laws of the state of Nevada.
Since its incorporation in the State of Nevada the Company is considered to
be in the development stage.
NOTE #2 - Significant Accounting Policies
A. The Company uses the accrual method of accounting.
B. Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C. The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D. Primary Earnings Per Share amounts are based on the weighted average
number of shares outstanding at the dates of the financial statements.
Fully Diluted Earnings Per Shares shall be shown on stock options and
other convertible issues that may be exercised within ten years of the
financial statement dates.
E. Inventories: Inventories are stated at the lower of cost, determined by
the FIFO method or market.
F. Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is depreciated (amortized. over the lesser of the length of
the related assets or the estimated lives of the assets. Depreciation is
computed on the straight line method for reporting purposes and for tax
purposes.
G. Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.
NOTE #3 - Going Concern
The Company has no assets and no operations from which it can obtain working
capital. The Company recognizes that it must find a source of working capital
or the Company may not be able to continue its existence.
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #4 - Income Taxes
The Company has adopted FASB 109 to account for income taxes. The Company
currently has no issues that create timing differences that would mandate
deferred tax expense. Net operating losses would create possible tax assets
in future years. Due to the uncertainty as to the utilization of net
operating loss carry-forwards an evaluation allowance has been made to the
extent of any tax benefit that net operating losses may generate.
The Company has incurred losses that can be carried forward to offset future
earnings if conditions of the Internal revenue Codes are met. These losses
are as follows:
Year of Loss Amount Expiration Date
1998 $1,921 2013
Current Tax Asset Value of Net Operating Loss Carry-forwards
at Current Prevailing Federal Tax Rate $ 289
Evaluation Allowance (289)
Net Tax Asset $ -0-
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
NOTE #5 - Stockholders' Equity
Common Stock:
Prior to the merger with Center Star Gold Mines, Inc., a Nevada Corporation,
the Idaho Corporation reverse split all of the issued and outstanding shares
of common stock on a one for four basis. There were 5,000,000 shares
pre-split and 1,249,960 post-split shares outstanding.
The Idaho Corporation issued 165,737 post-split shares of its common stock
for consulting services valued at the par value of the shares issued in the
amount of $663.
Shareholders of the Idaho Corporation received on a share for share basis
shares of the Nevada Corporation after the merger.
<PAGE>
Subsequent to the merger the Company issued an officer 2,000,000 shares for
$4,760 the officer had expended in behalf of the Company.
<PAGE>
Center Star Gold Mines, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE #5 - Stockholders= Equity -Continued-
Accumulated Deficit
The Company has accumulated deficit as follows:
Prior to the Development Stage $ 437,329
Post Merger and During the Development Stage 1,929
Total $ 439,258
NOTE #6 - Forgiveness of Debt
A former officer of the Idaho Corporation had advanced to the Company $3,624.
Concurrent with the change of management he forgave $3,624 owed him by the
Company.
NOTE #7 - New Technical Pronouncements
In February 1997, SFAS No. 129, "Disclosure of Information about Capital
Structure" was issued effective for periods ending after December 15, 1997.
The Company has adopted the disclosure provisions of SFAS No. 129 effective
with the fiscal year ended December 31, 1998.
In June 1997, SFAS No. 130, "Reporting Comprehensive Income" was issued
effective for fiscal years beginning after December 31, 1997, with earlier
application permitted. The Company has elected to adopt SFAS No. 130
effective with the fiscal year ended December 31, 1998. Adoption of SFAS
No. 130 is not expected to have a material impact on the Company=s financial
statements.
In June 1997, SFAS No. 131,"Disclosures about Segments of an Enterprise and
Related Information' was issued for fiscal year beginning after December 31,
1997, with earlier application permitted. The Company has elected to adopt
SFAS No. 131, effective with the fiscal years ended December 31, 1998.
Adoption of SFAS No. 131 is not expected to have a material impact on the
Company's financial statements.
PART III
Items 1 and 2. Index to Exhibits and Description of Exhibits. The following
exhibits are included as part of this statement:
Exhibit No. Description Page
2.1 Articles of Incorporation filed June 2, 1998 18
2.2 Articles of Merger filed July 21, 1998 20
2.3 Plan and Agreement of Merger dated June 23, 1998 21
2.4 Current Bylaws 25
3.1 Form of Common Stock Certificate 36
6.1 Debt Settlement Agreement 37
12.1 Consent of Auditor 42
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.
CENTER STAR GOLD MINES, INC.
Date: January 7, 1998 By /s/ Rhonda Eardley
Chief Financial & Principal
Accounting Officer
By /s/ Howard M. Oveson
President
EXHIBIT 2.1
ARTICLES OF INCORPORATION
OF
CENTER STAR GOLD MINES, INC.
The undersigned, a natural person being more than eighteen years of age,
acting as incorporator of a corporation pursuant to the provisions of the
General Corporation Laws of the State of Nevada, does hereby adopt the
following Articles of Incorporation for such corporation:
Article I
Name
The name of the corporation is Center Star Gold Mines, Inc.
Article II
Duration
The duration of the corporation is perpetual.
Article III
Purposes
The purpose for which this corporation is organized is to transact any
lawful business, or to promote or conduct any legitimate object or purpose,
under and subject to the laws of the State of Nevada.
Article IV
Capitalization
The authorized capital of this corporation shall consist of fifty million
(50,000,000) common shares, having $.001 par value. All such common shares
are non-assessable and each share shall have equal rights as to voting and in
the event of dissolution and liquidation. The shareholders shall have no
preemptive rights to acquire any shares of this corporation. There shall be
no cumulative voting by shareholders.
Article V
Registered Agent and Office
The street and mailing address of the initial registered office of the
corporation is 3642 Boulder Hwy., #387, Las Vegas, NV 89121, and the name of
the registered agent of the corporation at that address is P. A. Hartley.
Article VI
Directors
The corporation shall be governed by a Board of Directors and shall have
not less than three (3) nor more than seven (7) directors as determined, from
time to time, by the Board of Directors. The original Board of Directors
shall be comprised of three (3) persons. The names and addresses of the
persons who are to serve as directors until the first annual meeting of
shareholders and until their successors are elected and shall qualify are as
follows:
Howard Oveson Robert K. Hatch Rhonda Eardley
57 West 200 South 841 Three Fountains Dr. 4970 South 900 East
Suite 310 #253 Suite F104
Salt Lake City, UT Murray, UT 84107 Salt Lake City, UT
84101 84117
Article VII
Incorporators
The name and address of the incorporator is:
Howard M. Oveson
57 West 200 South
Suite 310
Salt Lake City, UT 84101
Dated this 1st day of June, 1998.
/s/ Howard M. Oveson
State of Utah )
) ss.
County of Salt Lake )
On the 1st day of June, 1998, personally appeared before me, a Notary
Public, Howard M. Oveson who acknowledged that he had executed the foregoing
Articles of Incorporation of Center Star Gold Mines, Inc..
/s/ Notary Public
EXHIBIT 2.2
ARTICLES OF MERGER
of
CENTER STAR GOLD MINES, INC.
(An Idaho Corporation)
into
CENTER STAR GOLD MINES, INC.
(A Nevada Corporation)
The undersigned officers, the respective presidents and secretaries of
Center Star Gold Mines, Inc., an Idaho corporation ("Center Star (ID)"), and
Center Star Gold Mines, Inc., a Nevada corporation ("Center Star (NV)"),
hereby certify that the Agreement and Plan of Merger dated June 23, 1998,
(hereinafter the "Plan") was approved by the shareholders of Center Star (ID)
at a duly called meeting held on May 7, 1998, after due notice was given, and
was approved by the sole shareholder of Center Star (NV) by unanimous consent
action of such sole shareholder.
1. The number of shares outstanding of each class of each corporation
which were entitled to vote on the Plan, and the number of shares of each
class of each corporation consenting and not consenting to the Plan, is as
follows:
Number of
Shares Number of Shares
Class Outstanding Consenting Not Consenting
Center Star (ID) Common Stock 5,000,000 2,542,075 239,400
($.10 par value)
Center Star (NV) Common Stock 10 10 -0-
($.001 par value)
2. The number of votes cast for the Plan by each constituent entity
was sufficient for approval of the Plan.
3. All of the presently outstanding shares of Center Star (NV) are
owned and held by Center Star (ID).
4. The effective date of the merger shall be at the time of the
latter of the completion of filing of the Articles of Merger in the State of
Idaho and the State of Nevada.
5. A copy of the complete executed Plan, including exhibits and
schedules, is on file at the principal offices of Center Star (NV) at 4970
South 900 East, F104, Salt Lake City, Utah 84117. A copy of the entire Plan
will be furnished by Center Star (NV), on request and without cost, to any
owner of Center Star (NV) or Center Star (UT).
IN WITNESS WHEREOF, Center Star Gold Mines, Inc., a Nevada corporation,
and Center Star Gold Mines, Inc., an Idaho corporation, have caused these
Articles of Merger to be executed in their respective corporate names by their
respective presidents and their respective secretaries this 23rd day of June
1998.
Attest: Center Star Gold Mines, Inc.
An Idaho Corporation
/s/ Rhonda Eardley, Secretary /s/ Howard M. Oveson, President
Attest: Center Star Gold Mines, Inc.
A Nevada Corporation
/s/ Rhonda Eardley, Secretary /s/ Howard M. Oveson, President
State of Utah )
) ss.
County of Salt Lake )
On the 25th day of June, 1998, personally appeared before me, a Notary
Public, Howard M. Oveson, the president of Center Star Gold Mines, Inc., an
Idaho corporation, and president of Center Star Gold Mines, Inc., a Nevada
corporation, who acknowledged that he had executed the foregoing Articles of
Merger.
/s/ Notary Public
EXHIBIT 2.3
PLAN AND AGREEMENT OF MERGER
OF
CENTER STAR GOLD MINES, INC.
(An Idaho Corporation)
INTO
CENTER STAR GOLD MINES, INC.
(A Nevada Corporation)
Plan and Agreement of Merger (hereinafter called "Merger Agreement")
dated this 23rd day of June 1998, by and between Center Star Gold Mines, Inc.,
a corporation organized and existing under the laws of the State of Idaho
(hereinafter sometimes referred to as "Center Star (ID)") and Center Star Gold
Mines, Inc., a corporation organized and existing under the laws of the State
of Nevada (hereinafter sometimes referred to as "Center Star (NV)"). These
two parties are herein sometimes referred to collectively as the "merging
corporations," witnesseth:
WHEREAS, Center Star (NV) is the wholly owned subsidiary of Center Star
(ID);
WHEREAS, Center Star (ID) wishes to change the state of its domicile by
merging into Center Star (NV); and;
WHEREAS, Section 92A.190 of the Nevada Revised Statutes and Section
301-1107 of the Idaho Business Corporation Act each authorize the merger of
Center Star (ID) and Center Star (NV);
NOW, THEREFORE, the merging corporations have agreed, and do hereby
agree, each with the other in consideration of the premises and the mutual
agreements, provisions, covenants and grants herein contained and in
accordance with the laws of the State of Nevada, and in accordance with the
laws of the State of Idaho, that Center Star (ID) and Center Star (NV) be
merged into a single corporation and that Center Star (NV) shall be the
continuing and surviving corporation and do hereby agree upon and prescribe
that the terms and conditions of the merger hereby agreed upon and the mode of
carrying the same into effect and the manner of converting the presently
outstanding shares of each of the merging corporations into the shares of
Center Star (NV) are and shall be hereinafter set forth:
Article I
Manner of Conversion of Shares
1. The manner and basis of converting the shares of Center Star (ID)
into shares of Center Star (NV) are as follows: at the effective time of the
merger, each share of common stock of Center Star (ID) shall thereupon be
converted into one share of Center Star (NV). Each holder of outstanding
common stock of Center Star (ID) upon surrender to Center Star (NV) of one or
more certificates for such shares for cancellation shall be entitled to
receive one or more certificates for the number of shares of common stock of
Center Star (NV) represented by the certificates of Center Star (ID) so
surrendered for cancellation by such holder. Until so surrendered, each such
certificate representing outstanding shares of common stock of Center Star
(ID) shall represent the ownership of a like number of shares of Center Star
(NV) for all corporate and legal purposes.
2. As of the effective time of the merger, all of the outstanding
shares of common stock of Center Star (NV) which shares are held by Center
Star (ID), shall be redeemed by Center Star (NV) for the sum of one dollar
($1) and such redeemed shares shall be canceled and returned to the status of
authorized and unissued shares. None of such redeemed shares shall be
retained by Center Star (NV) as treasury shares and such shares shall be
reissued in accordance with paragraph 1 of this Article I.
Article II
Effective Time
The effective time of the merger shall be upon the filing of the Merger
Agreement (or a certificate in lieu thereof) in accordance with Nevada Revised
Statutes and the Idaho Business Corporation Act. Prior to said date, this
Merger Agreement shall (1) have been submitted to and approved by the board of
directors of each of the merging corporations; (2) have been approved by the
stockholders of each of the merging corporations in accordance with law.
Article III
Effect of Merger
When the merger shall have been effected:
(a) The merging corporations shall be a single corporation known as
Center Star Gold Mines, Inc., a Nevada corporation.
(b) The separate existence of Center Star (ID) shall cease.
(c) Center Star (NV) shall have all rights, privileges, immunities
and powers and shall be subject to all the duties and liabilities of a
corporation organized under the Nevada Statutes.
(d) Center Star (NV) shall thereupon and thereafter possess all the
rights, privileges, immunities and franchises of a public as well as of a
private nature of each of the merging corporations and all property, real,
personal and mixed, and all debts due on whatever account, including
subscriptions to shares and all other choses in action, and all and every
other interest of and belonging to or due to each of the merging corporations
shall be taken and deemed to be transferred to and vested in Center Star (NV)
without further act or deed, and the title to any real estate or any interest
therein vested in either of the merging corporations shall not revert or be in
any way impaired by reason of the merger.
(e) Center Star (NV) shall thenceforth be responsible and liable for
all the liabilities and obligations of each of the merging corporations and
any claim existing or action or proceeding pending by or against either of the
merging corporations may be prosecuted to judgment as if such merger had not
taken place, or Center Star (NV) may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of either of the merging
corporations shall be impaired by reason of the merger.
(f) After the effective time of the merger, the earned surplus of
Center Star (NV) shall equal the aggregate of the earned surpluses of the
merging corporations immediately prior to the effective time of the merger.
The earned surplus determined as above provided shall continue to be available
for payment of dividends by Center Star (NV).
(g) The certificate of incorporation of Center Star (NV) as in effect
on the date of the merger, except as provided for in this Merger Agreement,
shall continue in full force and effect as the certificate of incorporation of
the corporation surviving this merger.
(h) The bylaws of Center Star (NV) as they shall exist on the
effective date of this Merger Agreement shall be and remain the bylaws of the
surviving corporation until the same shall be altered, amended or repealed as
therein provided.
(i) The directors and officers of Center Star (NV) shall continue in
office until the next annual meeting of stockholders and until their
successors shall have been elected and qualified.
Article IV
Service of Process; Rights of Dissenting Shareholders
Center Star (NV) hereby agrees that it may be served with process in the
State of Idaho in any proceeding for enforcement of any obligation of Center
Star (ID), and in any proceeding for the enforcement of the rights of a
dissenting shareholder of Center Star (ID). Center Star (NV) irrevocably
appoints the secretary of state of the State of Idaho as its agent to accept
service of process in any such proceeding. The address to which a copy of the
process may be mailed is 57 West 200 South, Suite 310, Salt Lake City, Utah
84101. Center Star (NV) will promptly pay to the dissenting shareholders of
Center Star (ID) the amount, if any, to which they shall be entitled under the
provisions of Part 13 of the Idaho Business Corporation Act with respect to
the rights of dissenting shareholders.
Article V
Termination
If, at any time prior to the effective date hereof, events or
circumstances occur which in the opinion of a majority of the board of
directors of either constituent corporation renders it inadvisable to
consummate the merger, this Merger Agreement shall not become effective even
though previously adopted by the shareholders of the corporation as herein
before provided. The filing of the merger documents shall conclusively
establish that no action to terminate this plan has been taken by the board of
directors of either corporation.
Article VI
Amendment
The boards of directors of the constituent corporations may amend this
Merger Agreement at any time prior to the filing of the Merger Agreement (or a
certificate in lieu thereof) with the States of Idaho and Nevada provided that
an amendment made subsequent to the adoption of the Merger Agreement by the
stockholders of any constituent corporation shall not (1) alter or change the
amount of any kind of shares, securities, cash, property and/or rights to be
received in exchange for or on conversion of all or any of the shares of any
class or series thereof of such constituent corporation, except to correct
manifest error as may be permitted by law; (2) alter or change any term of the
Certificate or Articles of Incorporation of the surviving corporation to be
effected by the merger; or (3) alter or change any of the other terms and
conditions of the Merger Agreement if such alteration or change would
adversely affect the holders of any class or series thereof of such
constituent corporation.
IN WITNESS WHEREOF, Center Star Gold Mines, Inc., a Nevada corporation,
has caused this Plan and Agreement of Merger to be signed by its president and
its secretary in accordance with the requirements of Nevada Revised Statutes,
and Center Star Gold Mines, Inc., an Idaho corporation, has caused this Plan
and Agreement of Merger to be signed by its president and its secretary in
accordance with the requirements of Section 30-1-1107 of the Idaho Business
Corporation Act all as of the day and year first above written.
Attest: Center Star Gold Mines, Inc.
An Idaho Corporation
/s/ Rhonda Eardley, Secretary /s/ Howard M. Oveson, President
Attest: Center Star Gold Mines, Inc.
A Nevada Corporation
/s/ Rhonda Eardley, Secretary /s/ Howard M. Oveson, President
EXHIBIT 2.4
CENTER STAR GOLD MINES, INC.
BYLAWS
ARTICLE I--OFFICES
Section 1.1 Office
The principal office of the corporation within the State of Nevada shall
be located at such place as shall be designated by the Board of Directors.
Section 1.2 Other Offices
The corporation may also have such other offices, either within or
without the State of Nevada, as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II--STOCKHOLDERS
Section 2.1 Annual Meeting
An annual meeting of the stockholders, for the selection of directors to
succeed those whose terms expire and for the transaction of such other
business as may properly come before the meeting, shall be held at a location
and at such time each year as designated by the Board of Directors.
Section 2.2 Special Meetings
Special meetings of the stockholders, for any purpose or purposes
prescribed in the notice of the meeting, may be called by the Chairman, the
Board of Directors, the President, the chief executive officer, or the holders
of not less than one-tenth of all the shares entitled to vote at the meeting,
and shall be held at such place, on such date, and at such time as they or he
shall fix.
Section 2.3 Notice of Meetings
Written notice of the place, date and time of all meetings of the
stockholders shall be given, not less than ten (10) nor more than sixty (60)
days before the date on which the meeting is to be held, to each stockholder
entitled to vote at such meeting, except as otherwise provided herein or
required by law (meaning, here and hereinafter, as required from time to time
by the laws of the State of Nevada or the Articles of Incorporation).
When a meeting is adjourned to another place, date or time, written
notice need not be given of the adjourned meeting if the place, date and time
thereof are announced at the meeting at which the adjournment is taken;
provided, however, that if the date of any adjourned meeting is more than
thirty days after the date for which the meeting was originally noticed, or if
a new record date is fixed for the adjourned meeting, written notice of the
place, date, and time of the adjourned meeting shall be given in conformity
herewith. At any adjourned meeting, any business may be transacted which
might have been transacted at the original meeting.
Section 2.4 Quorum
At any meeting of the stockholders, the holders of a majority of all of
the shares of the stock entitled to vote at the meeting, present in person or
by proxy, shall constitute a quorum for all purposes, unless or except to the
extent that the presence of a larger number may be required by law.
If a quorum shall fail to attend any meeting, the chairman of the meeting
or the holders of a majority of the shares of the stock entitled to vote who
are present, in person or by proxy, may adjourn the meeting to another place,
date or time.
If a notice of any adjourned special meeting of stockholders is sent to
all stockholders entitled to vote thereat, stating that it will be held with
those present constituting a quorum, then except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum, and all
matters shall be determined by a majority of the votes cast at such meeting.
Section 2.5 Organization
Such person as the Board of Directors may have designated or, in the
absence of such a person, the highest ranking officer of the corporation who
is present shall call to order any meeting of the stockholders and act as
chairman of the meeting. In the absence of the Secretary of the corporation,
the secretary of the meeting shall be such person as the chairman appoints.
Section 2.6 Conduct of Business
The chairman of any meeting of stockholders shall determine the order of
business and the procedure at the meeting, including such regulation of the
manner of voting and the conduct of discussion as seem to him in order.
Section 2.7 Proxies and Voting
At any meeting of the stockholders, every stockholder entitled to vote
may vote in person or by proxy authorized by an instrument in writing filed in
accordance with the procedure established for the meeting.
Each stockholder shall have one vote for every share of stock entitled to
vote which is registered in his name on the record date for the meeting,
except as otherwise provided herein or required by law.
All voting, except on the election of directors and where otherwise
required by law, may be by a voice vote; provided, however, that upon demand
therefor by a stockholder entitled to vote or his proxy, a stock vote shall be
taken. Every stock vote shall be taken by ballots, each of which shall state
the name of the stockholder or proxy voting and such other information as may
be required under the procedure established for the meeting. Every vote taken
by ballots shall be counted by an inspector or inspectors appointed by the
chairman of the meeting.
If a quorum is present, the affirmative vote of the majority of the
shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the stockholders, unless the vote of a greater number or
voting by class is required by law, the Articles of Incorporation, or these
Bylaws.
Section 2.8 Stock List
A complete list of stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order for each class of stock and
showing the address of each such stockholder and the number of shares
registered in his name, shall be open to the examination of any such
stockholder, for any purpose germane to the meeting, during ordinary business
hours for a period of at least ten (10) days prior to the meeting, either at a
place within the city where the meeting is to be held, which place shall be
specified in the notice of the meeting, or if not so specified, at the place
where the meeting is to be held.
The stock list shall also be kept at the place of the meeting during the
whole time thereof and shall be open to the examination of any such
stockholder who is present. This list shall presumptively determine the
identity of the stockholders entitled to vote at the meeting and the number of
shares held by each of them.
Section 2.9 Participation in Meetings by Conference Telephone
Any action, except the election of directors, which may be taken by the
vote of the stockholders at a meeting, may be taken without a meeting if
authorized by the written consent of stockholders holding at least a majority
of the voting power; provided:
(a) That if any greater proportion of voting power is required for such
action at a meeting, then such greater proportion of written consents shall be
required; and
(b) That this general provision shall not supersede any specific provision
for action by written consent required by law.
ARTICLE III--BOARD OF DIRECTORS
Section 3.1 Number and Term of Office
Unless otherwise provided in the Articles of Incorporation, the number of
directors who shall constitute the whole board shall be such number not less
than one (1) nor more than seven (7) as the Board of directors shall at the
time have designated. Each director shall be selected for a term of one year
and until his successor is elected and qualified, except as otherwise provided
herein or required by law.
Whenever the authorized number of directors is increased between annual
meetings of the stockholders, a majority of the directors then in office shall
have the power to elect such new directors for the balance of a term and until
their successors are elected and qualified. Any decrease in the authorized
number of directors shall not become effective until the expiration of the
term of the directors then in office unless, at the time of such decrease,
there shall be vacancies on the board which are being eliminated by the
decrease.
Section 3.2 Vacancies
If the office of any director becomes vacant by reason of death,
resignation, disqualification, removal or other cause, a majority of the
directors remaining in office, although less than a quorum, may elect a
successor for the unexpired term and until his successor is elected and
qualified.
Section 3.3 Regular Meetings
Regular meetings of the Board of Directors shall be held at such place or
places, on such date or dates, and at such time or times as shall have been
established by the Board of Directors and publicized among all directors. A
notice of each regular meeting shall not be required.
Section 3.4 Special Meetings
Special meetings of the Board of Directors may be called by one-third of
the directors then in office or by the chief executive officer and shall be
held at such place, on such date and at such time as they or he shall fix.
Notice of the place, date and time of each such special meeting shall be given
by each director by whom it is not waived by mailing written notice not less
than three days before the meeting or by telegraphing the same not less than
eighteen hours before the meeting. Unless otherwise indicated in the notice
thereof, any and all business may be transacted at a special meeting.
Section 3.5 Quorum
At any meeting of the Board of Directors, a majority of the total number
of the whole board shall constitute a quorum for all purposes. If a quorum
shall fail to attend any meeting, a majority of those present may adjourn the
meeting to another place, date or time, without further notice or waiver
thereof.
Section 3.6 Participation in Meetings by Conference Telephone
Members of the Board of Directors or of any committee thereof, may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment that enables all persons
participating in the meting to hear each other. Such participation shall
constitute presence in person at such meeting.
Section 3.7 Conduct of Business
At any meeting of the Board of Directors, business shall be transacted in
such order and manner as the board may from time to time determine, and all
matters shall be determined by the vote of a majority of the directors
present, except as otherwise provided herein or required by law. Action may
be taken by the Board of Directors without a meeting if all members thereof
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the Board of Directors.
Section 3.8 Powers
The Board of Directors may, except as otherwise required by law, exercise
all such powers and do all such acts and things as may be exercised or done by
the corporation, including, without limiting the generality of the foregoing,
the unqualified power:
(a) To declare dividends from time to time in accordance with law;
(b) To purchase or otherwise acquire any property, rights or
privileges on such terms as it shall determine;
(c) To authorize the creation, making and issuance, in such form as
it may determine, of written obligations of every kind, negotiable or
non-negotiable, secured or unsecured, and to do all things necessary in
connection therewith;
(d) To remove any officer of the corporation with or without cause,
and from time to time to devolve the powers and duties of any officer upon any
other person for the time being;
(e) To confer upon any officer of the corporation the power to
appoint, remove and suspend subordinate officers and agents;
(f) To adopt from time to time such stock option, stock purchase,
bonus or other compensation plans for directors, officers and agents of the
corporation and its subsidiaries as it may determine;
(g) To adopt from time to time such insurance, retirement and other
benefit plans for directors, officers and agents of the corporation and its subs
idiaries as it may determine; and
(h) To adopt from time to time regulations, not inconsistent with
these Bylaws, for the management of the corporation's business and affairs.
Section 3.9 Compensation of Directors
Directors, as such, may receive, pursuant to resolution of the Board of
Directors, fixed fees and other compensation for their services as directors,
including, without limitation, their services as members of committees of the
directors.
Section 3.10 Loans
The corporation shall not lend money to or use its credit to assist its
officers, directors or other control persons without authorization in the
particular case by the stockholders, but may lend money to and use its credit
to assist any employee, excluding such officers, directors or other control
persons of the corporation or of a subsidiary, if such loan or assistance
benefits the corporation.
ARTICLE IV--COMMITTEES
Section 4.1 Committees of the Board of Directors
The Board of Directors, by a vote of a majority of the whole board, may
from time to time designate committees of the board, with such lawfully
delegable powers and duties as it thereby confers, to serve at the pleasure of
the board and shall, for those committees and any other provided for herein,
elect a director or directors to serve as the member or members, designating,
if it desires, other directors as alternative members who may replace any
absent or disqualified member at any meeting of the committee. Any committee
so designated may exercise the power and authority of the Board of Directors
to declare a dividend or to authorize the issuance of stock if the resolution
which designates the committee or a supplemental resolution of the Board of
Directors shall so provide. In the absence or disqualification of any member
of any committee and any alternate member in his place, the member or members
of the committee present at the meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may by unanimous vote appoint
another member of the Board of Directors to act at the meeting in the place of
the absent or disqualified member.
Section 4.2 Conduct of Business
Each committee may determine the procedural rules for meeting and
conducting its business and shall act in accordance therewith, except as
otherwise provided herein or required by law. Adequate provision shall be
made for notice to members of all meetings; a majority of the members shall
constitute a quorum unless the committee shall consist of one or two members,
in which event one member shall constitute a quorum; and all matters shall be
determined by a majority vote of the members present. Action may be taken by
any committee without a meeting if all members thereof consent thereto in
writing, and the writing or writings are filed with the minutes of the
proceedings of such committee.
ARTICLE V--OFFICERS
Section 5.1 Generally
The officers of the corporation shall consist of a president, one or more
vice-presidents, a secretary, a treasurer and such other subordinate officers
as may from time to time be appointed by the Board of Directors. The
corporation may also have a chairman of the board who shall be elected by the
Board of Directors and who shall be an officer of the corporation. Officers
shall be elected by the Board of Directors, which shall consider that subject
at its first meeting after every annual meeting of stockholders. Each officer
shall hold his office until his successor is elected and qualified or until
his earlier resignation or removal. Any number of offices may be held by the
same person, except that the offices of president and secretary shall not be
held by the same person.
Section 5.2 Chairman of the Board
The chairman of the board shall, subject to the direction of the Board of
Directors, perform such executive, supervisory, and management functions and
duties as may be assigned to him from time to time by the Board of Directors.
He shall, if present, preside at all meetings of the stockholders and of the
Board of Directors.
Section 5.3 President
The president shall be the chief executive officer of the corporation.
Subject to the provisions of these Bylaws and to the direction of the Board of
Directors, he shall have the responsibility for the general management and
control of the affairs and business of the corporation and shall perform all
duties and have all powers which are commonly incident to the office of chief
executive or which are delegated to him by the Board of Directors. He shall
have power to signa all stock certificates, contracts and other instruments of
the corporation which are authorized. He shall have general supervision and
direction of all of the other officers and agents of the corporation. He
shall, when present, and in the absence of a chairman of the board of
directors, preside at all meetings of the shareholders and of the Board of
Directors.
Section 5.4 Vice-President
Each vice-president shall perform such duties as the Board of Directors
shall prescribe. In the absence or disability of the President, the
vice-president who has served in such capacity for the longest time shall
perform the duties and exercise the powers of the president.
Section 5.5 Treasurer
The treasurer shall have the custody of the monies and securities of the
corporation and shall keep regular books of account. He shall make such
disbursements of the funds of the corporation as are proper and shall render
from time to time an account of all such transactions and of the financial
condition of the corporation.
Section 5.6 Secretary
The secretary shall issue all authorized notices from, and shall keep
minutes of, all meetings of the stockholders and the Board of Directors. He
shall have charge of the corporate books.
Section 5.7 Delegation of Authority
The Board of Directors may, from time to time, delegate the powers or
duties of any officer to any other officers or agents, notwithstanding any
provision hereof.
Section 5.8 Removal
Any officer of the corporation may be removed at any time, with or
without cause, by the Board of Directors.
Section 5.9 Action with Respect to Securities of Other Corporation
Unless otherwise directed by the Board of Directors, the president shall
have power to vote and otherwise act on behalf of the corporation, in person
or by proxy, at any meeting of stockholders of or with respect to any action
of stockholders of any other corporation in which this corporation may hold
securities and otherwise to exercise any and all rights and powers which this
corporation may possess by reason of its ownership of securities in such other
corporation.
ARTICLE VI--INDEMNIFICATION OF DIRECTORS,
OFFICERS AND OTHERS
Section 6.1 Generally
The corporation shall indemnify its officers, directors, and agents to
the fullest extent permitted under Nevada law.
Section 6.2 Expenses
To the extent that a director, officer, employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 6.1 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably incurred by him
in connection therewith. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding as authorized in the
manner provided in Section 6.3 of this Article upon receipt of an undertaking
by or on behalf of the director, officer, employee or agent to repay such
amount unless it shall ultimately be determined that he is entitled to be
indemnified by the corporation as authorized in this Article.
Section 6.3 Determination by Board of Directors
Any indemnification under Section 6.1 of this Article (unless ordered by
a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Nevada law.
Section 6.4 Not Exclusive of Other Rights
The indemnification provided by this Article shall not be deemed
exclusive of any other rights to which those indemnified may be entitled under
any bylaw, agreement, vote of shareholders or interested directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office and shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such a person.
Section 6.5 Insurance
The corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity or arising out of his
status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
The corporation's indemnity of any person who is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
shall be reduced by any amounts such person may collect as indemnification (i)
under any policy of insurance purchased and maintained on his behalf by the
corporation or (ii) from such other corporation, partnership, joint venture,
trust or other enterprise.
Section 6.6 Violation of Law
Nothing contained in this Article, or elsewhere in these Bylaws, shall
operate to indemnify any director or officer if such indemnification is for
any reason contrary to law, either as a matter of public policy, or under the
provisions of the Federal Securities Act of 1933, the Securities Exchange Act
of 1934, or any other applicable state or federal law.
Section 6.7 Coverage
For the purposes of this Article, references to "the corporation" include
all constituent corporations absorbed in a consolidation or merger as well as
the resulting or surviving corporation so that any person who is or was a
director, officer, employee or agent of such a constituent corporation or is
or was serving at the request of such a constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise shall stand in the same position under the
provisions of this Article with respect to the resulting or surviving
corporation as he would if he had served the resulting or surviving
corporation in the same capacity.
ARTICLE VII--STOCK
Section 7.1 Certificates of Stock
Each stockholder shall be entitled to a certificate signed by, or in the
name of the corporation by, the President or a Vice-president, and by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant
Treasurer, certifying the number of shares owned by him. Any of or all the
signatures on the certificate may be facsimile.
Section 7.2 Transfers of Stock
Transfers of stock shall be made only upon the transfer books of the
corporation kept at an office of the corporation or by transfer agents
designated to transfer shares of the stock of the corporation. Except where a
certificate is issued in accordance with Section 7.4 of Article VII of these
Bylaws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation before a new certificate is issued therefor.
Section 7.3 Record Date
The Board of Directors may fix a record date, which shall not be more
than sixty (60) nor less than ten (10) days before the date of any meeting of
stockholders, nor more than sixty (60) days prior to the time for the other
action hereinafter described, as of which there shall be determined the
stockholders who are entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof; to express consent to corporate
action in writing without a meeting; to receive payment of any dividend or
other distribution or allotment of any rights; or to exercise any rights with
respect of any change, conversion or exchange of stock or with respect to any
other lawful action.
Section 7.4 Lost, Stolen or Destroyed Certificates
In the event of the loss, theft or destruction of any certificate of
stock, another may be issued in its place pursuant to such regulations as the
Board of Directors may establish concerning proof of such loss, theft or
destruction and concerning the giving of a satisfactory bond or bonds of
indemnity.
Section 7.5 Regulations
The issue, transfer, conversion and registration of certificates of stock
shall be governed by such other regulations as the Board of Directors may
establish.
ARTICLE VIII--NOTICES
Section 8.1 Notices
Whenever notice is required to be given to any stockholder, director,
officer, or agent, such requirement shall not be construed to mean personal
notice. Such notice may in every instance be effectively given by depositing
a writing in a post office or letter box, in a postpaid, sealed wrapper, or by
dispatching a prepaid telegram, addressed to such stockholder, director,
officer, or agent at his or her address as the same appears on the books of
the corporation. The time when such notice is dispatched shall be the time of
the giving of the notice.
Section 8.2 Waivers
A written waiver of any notice, signed by a stockholder, director,
officer or agent, whether before or after the time of the event for which
notice is given, shall be deemed equivalent to the notice required to be given
to such stockholder, director, officer or agent. Neither the business nor the
purpose of any meeting need be specified in such a waiver.
ARTICLE IX--MISCELLANEOUS
Section 9.1 Facsimile Signatures
In addition to the provisions for the use of facsimile signatures
elsewhere specifically authorized in these Bylaws, facsimile signatures of any
officer or officers of the corporation may be used whenever and as authorized
by the Board of Directors of a committee thereof.
Section 9.2 Corporate Seal
The Board of Directors may provide a suitable seal, containing the name
of the corporation, which seal shall be in the charge of the secretary. If
and when so directed by the Board of Directors or a committee thereof,
duplicates of the seal may be kept and used by the treasurer or by the
assistant secretary or assistant treasurer.
Section 9.3 Reliance Upon Books, Reports and Records
Each director, each member of any committee designated by the Board of
Directors, and each officer of the corporation shall, in the performance of
his duties, be fully protected in relying in good faith upon the books of
account or other records of the corporation, including reports made to the
corporation by any of its officers, by an independent certified public
accountant, or by an appraiser selected with reasonable care.
Section 9.4 Fiscal Year
The fiscal year of the corporation shall be as fixed by the Board of
Directors.
Section 9.5 Time Periods
In applying any of these Bylaws which require that an act be done or not
done a specified number of days prior to an event or that an act be done
during a period of a specified number of days prior to an event, calendar days
shall be used, the day of the doing of the act shall be excluded and the day
of the event shall be included.
Section 9.6 Acquisition of Controlling Interest
The provisions of NRS 78.378 to 78.3793, inclusive, shall not apply to
this corporation.
ARTICLE X--AMENDMENTS
Section 10.1 Amendments
These Bylaws may be amended or repealed by the Board of Directors at any
meeting or by the stockholders at any meeting.
CERTIFICATE OF SECRETARY
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned does hereby certify that the undersigned is the
secretary of CENTER STAR GOLD MINES, INC., a corporation duly organized and
existing under and by virtue of the laws of the State of Nevada; that the
above and foregoing Bylaws of said corporation were duly and regularly adopted
as such by the Board of Directors by unanimous consent on the 23rd day of June
1998; and that the above and foregoing Bylaws are now in full force and
effect.
Dated this 23rd day of June 1998
/s/ Rhonda Eardley, Secretary
EXHIBIT 3.1
[Front of stock certificate]
INCORPORATED UNDER THE LAWS OF THE
STATE OF NEVADA
NUMBER SHARES
CENTER STAR GOLD MINES, INC.
50,000,000 AUTHORIZED SHARES $.001 PAR VALUE NON-ASSESSABLE
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
Shares of CENTER STAR GOLD MINES, INC. Common Stock
transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed. This Certificate is not valid until countersigned by the transfer
Agent and registered by the Registrar.
WITNESS the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
/s/ Rhonda D. Eardley /s/ Howard M. Oveson
Secretary President
[Back of stock certificate]
For Value Received, ____________ hereby sell, assign and transfer unto
Please insert social security or other
identifying number of assignee
____________________________________________________________________________
(Please print or typewrite name and address, including zip code, of assignee)
____________________________________________________________________________
__________________________________________________________________Shares
of the capital stock represented by the within certificate, and do hereby
irrevocably constitute and appoint____________________________ Attorney to
transfer the said stock on the books of the within named Corporation with full
power of substitution in the premises.
Dated ______________________
____________________________________________________________________________
Notice Signature must correspond to the name as written upon the face of
this certificate in every particular, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank, broker or any other
eligible guarantor institution that is authorized to do so number the
securities transfer agents medallion program (STAMP) under rules promulgated
by the U.S. Securities and Exchange Commission
EXHIBIT 6.1
DEBT SETTLEMENT AGREEMENT
This Debt Settlement Agreement (the "Agreement"), entered into this 4th
day of August 1998, is by and between Center Star Gold Mines, Inc., a Nevada
corporation with offices at 57 West 200 South, Suite 310, Salt Lake City, Utah
84101 (hereinafter the "Company"), and Milagro Holdings, Inc., a Delaware
corporation with offices at 57 West 200 South, Suite 310, Salt Lake City, Utah
84101 (hereinafter the "Creditor").
RECITALS:
WHEREAS, the Creditor has advanced funds to the Company for its
operations for which it has received no compensation;
WHEREAS, the Creditor is willing to accept, and the Company is willing to
issue, shares of commons stock of the Company to the Creditor in full and
complete satisfaction of monies owed by the Company to the Creditor;
NOW, THEREFORE, in consideration of the terms and conditions of this
Agreement, the parties hereto agree as follows:
1. Issuance of Shares. The Company shall, and hereby agrees to,
issue to the Creditor 2,000,000 shares of common stock of the Company
(hereinafter the "Shares") in full and complete satisfaction of $4,760 owed by
the Company to the Creditor. Immediately upon execution of this Agreement by
the Creditor, the Company shall instruct the transfer agent for the common
stock of the Company to issue to the Creditor one or more stock certificates
representing the Shares.
2. Forgiveness of Debt. The Creditor, for itself, and for its
administrators and assigns, shall, and by these presents does, accept,
receive, and take the Shares from the Company as full and complete
satisfaction of the $4,760 owed to it by the Company.
3. Representations and Warranties of the Company. The Company
represents and warrants to the Creditor as set forth below. These
representations and warranties are made as an inducement for the Creditor to
enter into this Agreement and, but for the making of such representations and
warranties and their accuracy, the Creditor would not be parties hereto.
a. Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Nevada with full power and authority to enter into and perform the
transactions contemplated by this Agreement.
b. Performance of This Agreement. The execution and performance
of this Agreement and the issuance of the Shares contemplated hereby have been
authorized by the board of directors of the Company.
c. Legality of Shares to be Issued. The Shares to be issued by
the Company pursuant to this Agreement, when so issued and delivered, will
have been duly and validly authorized and issued by the Company and will be
fully paid and nonassessable.
d. Accuracy of All Statements Made by the Company. No
representation or warranty by the Company in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by the Company pursuant to this Agreement, nor any document or
certificate delivered to the Creditor pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not
misleading.
4. Representations and Warranties of the Creditor. The Creditor
represents and warrants to the Company as set forth below. These
representations and warranties are made as an inducement for the Company to
enter into this Agreement and, but for the making of such representations and
warranties and their accuracy, the Company would not be a party hereto.
a. Restricted Securities. The Creditor understands that the
Shares to be issued to him will not have been registered pursuant to the
Securities Act of 1933, or any state securities act, and thus will be
restricted securities as defined in Rule 144 promulgated by the Securities and
Exchange Commission (the "SEC"). Therefore, under current interpretations and
applicable rules, he will probably have to retain such shares for a period of
at least one year and at the expiration of such one year period his sales may
be confined to brokerage transactions of limited amounts requiring certain
notification filings with the SEC and such disposition may be available only
if the issuer is current in its filings with the SEC under the Securities
Exchange Act of 1934, as amended, or other public disclosure requirements.
b. Non-distributive Intent. The Creditor acknowledges that the
Shares are acquired for his own account and not with the present view towards
the distribution thereof and he will not dispose of such shares except (i)
pursuant to an effective registration statement under the Securities Act, or
(ii) in any other transaction which, in the opinion of counsel acceptable to
the issuer, is exempt from registration under the Securities Act, or the rules
and regulations of the SEC thereunder, and that an appropriate legend will be
placed upon each of the certificates representing the Shares, and stop
transfer instructions shall be placed with the transfer agent for the
securities.
c. Evidence of Compliance with Private Offering Exemption. The
Creditor has such knowledge and experience in business and financial matters
that he is capable of evaluating the risks of the prospective investment, and
that the financial capacity of the Creditor is of such proportion that the
total cost of such person's commitment in the Shares would not be material
when compared with its total financial capacity.
d. Access to Information. The Creditor has received and read
and is familiar with information concerning the Company furnished to him, and
confirms that all documents, records, and books pertaining to this proposed
investment have been made available to him.
e. Opportunity to Ask Questions. The Creditor has had the
opportunity to question and receive answers from representatives of the
Company concerning the terms and conditions of the proposed investment and the
business of the Company. In addition, the Creditor has received all requested
additional information and documents.
f. Limitations on Transfer of Shares. The Creditor acknowledges
that he is aware that there are substantial restrictions on the
transferability of the Shares. Since the Shares will not be registered under
the Securities Act or any applicable state securities laws, the Shares may not
be, and the Creditor agrees that they shall not be, transferred unless the
Shares are registered under the Securities Act and state securities laws or
unless such sale is exempt from such registration under the Securities Act and
any other applicable state securities laws or regulations. The Creditor
further acknowledges that the Company is under no obligation to aid it in
obtaining any exemption from the registration requirements. The Creditor also
acknowledges that it shall be responsible for compliance with all conditions
on transfer imposed by any securities administrator of any state and for any
expenses incurred by the Company for legal or accounting services in
connection with reviewing such a proposed transfer and/or issuing opinions in
connection therewith. However, the Company agrees to cooperate with the
Creditor in regard to any such transfer.
g. Accuracy of All Statements Made by the Creditor. No
representation or warranty by the Creditor in this Agreement, nor any
statement, certificate, schedule, or exhibit hereto furnished or to be
furnished by the Creditor pursuant to this Agreement, nor any document or
certificate delivered to the Company pursuant to this Agreement or in
connection with actions contemplated hereby, contains or shall contain any
untrue statement of material fact or omits to state or shall omit to state a
material fact necessary to make the statements contained therein not
misleading.
5. Miscellaneous Provisions
a. Default Costs. Should any party to this Agreement default in
any of the covenants, conditions, or promises contained herein, the defaulting
party shall pay all costs and expenses, including a reasonable attorney's fee,
which may arise or accrue from enforcing this Agreement, or in pursuing any
remedy provided hereunder or by the statutes of the State of Utah.
b. Rights Are Cumulative. The rights and remedies granted to
the parties hereunder shall be in addition to and cumulative of any other
rights or remedies either may have under any document or documents executed in
connection herewith or available under applicable law. No delay or failure on
the part of a party in the exercise of any power or right shall operate as a
waiver thereof nor as an acquiescence in any default nor shall any single or
partial exercise of any power or right preclude any other or further exercise
thereof or the exercise of any other power or right.
c. Waiver and Amendment. Neither this Agreement nor any
provision hereof may be changed, waived, terminated or discharged orally, but
only by an instrument in writing signed by the party against whom enforcement
of the change, waiver, termination or discharge is sought.
d. Notices. All communications provided for herein shall be in
writing and shall be deemed to be given or made on (a) the date of delivery,
if delivered in person, by nationally recognized overnight delivery service,
or by facsimile, or (b) three days after mailing if mailed from within the
continental United States by registered or certified mail, return receipt
requested, to the party entitled to receive the same, if to the initial
parties hereto, to the address first above written, or at such other address
or facsimile number as shall be designated by any party hereto in written
notice to the other party hereto delivered pursuant to this Paragraph.
e. Governing Law. This Agreement and the rights and duties of
the parties hereto shall be construed and determined in accordance with the
laws of the State of Utah, and any and all actions to enforce the provisions
of this Agreement, shall be brought in a court of competent jurisdiction in
the State of Utah and in no other place.
f. Successors and Assigns. This Agreement shall be binding upon
the parties and their successors and assigns and shall inure to the benefit of
the other parties and successors and assigns.
g. Counterparts. This Agreement may be executed in any number
of counterparts and all such counterparts taken together shall be deemed to
constitute one instrument.
h. Entire Agreement. This Agreement constitutes the entire
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all negotiations, representations, prior discussions,
and preliminary agreements between the parties hereto relating to the subject
matter of this Agreement.
i. Interpretation of Agreement. This Agreement shall be
interpreted and construed as if equally drafted by all parties hereto.
j. Survival of Covenants, Etc. All covenants, representations
and warranties made herein shall survive the making of this Agreement and
shall continue in full force and effect until the obligations of this
Agreement have been fully satisfied.
k. Partial Invalidity. If any term of this Agreement shall be
held to be invalid or unenforceable, such term shall be deemed to be severable
and the validity of the other terms of this Agreement shall in no way be
affected thereby.
l. Headings. The descriptive headings of the various Sections
or parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
m. Number and Gender. Wherever from the context it appears
appropriate, each term stated in either the singular or the plural shall
include the singular and the plural, and pronouns stated in either the
masculine, the feminine, or the neuter gender shall include the masculine, femin
ine, and neuter.
n. Further Assurances. At any time, and from time to time,
after the effective date, each party will execute such additional instruments
and take such action as may be reasonably requested by the other party to
confirm or perfect title to any property interests transferred hereunder or
otherwise to carry out the intent and purposes of this Agreement.
o. Full Knowledge. By their signatures, the parties acknowledge
that they have carefully read and fully understand the terms and conditions of
this Agreement, that each party has had the benefit of counsel, or has been
advised to obtain counsel, and that each party has freely agreed to be bound
by the terms and conditions of this Agreement.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
document the day and year first above written.
COMPANY: Center Star Gold Mines, Inc.
/s/ Keith R. Hatch, Vice-President
CREDITOR: Milagro Holdings, Inc.
/s/ Howard M. Oveson, President
EXHIBIT 12.1
/Letterhead/ Schvaneveldt & Company
Certified Public Accountant
275 East South Temple, Suite #300
Salt Lake City, Utah 84111
Darrell T. Schvaneveldt, C.P.A.
Consent of Darrell T Schvaneveldt
Independent Auditor
I consent to the use, of our report dated December 16, 1998, in this Form
10, on the financial statements of Center Star Gold Mines, Inc., dated
September 30, 1998, included herein and to the reference made to me.
/s/ Schvaneveldt & Company
Salt Lake City, Utah
December 23, 1998
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<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
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0
0
<COMMON> 3,250
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 0
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 5,553
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