U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended June 30, 2000
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No.
-----------
2-96430-NY
WESTERN INTERNATIONAL PIZZA CORPORATION
-------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751630
-------- ------------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110 SALT LAKE CITY,
UTAH 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
WESTERN INTERNATIONAL PIZZA CORPORATION
-------------
(Former Name or Former Address, if changed since last Report)
101 S. 108TH AVE., OMAHA NE 68154
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year: June 30, 2000 -
$0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
June 30, 2000 - $61,210. There are approximately 61,210,000 shares of
common voting stock of the Company not held by affiliates. Because there has
been no "public market" for the Company's common stock during the past five
years, the Company has arbitrarily valued these shares at par value of $0.001
per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
None, Not applicable;
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
JUNE 30, 2000
397,500,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
---------------------
Organization and Charter Amendments.
-----------------------------------
Western International Pizza, Corp. ("Western") was formed as a Nevada
corporation on January 30, 1985, under the name Kiwi Ventures, Ltd. Western
acquired 100% of the issued outstanding common stock of Wells & Son, Inc., a
Nebraska corporation, ("Wells" or the "Company"), November 4, 1985. Wells was
therefore a wholly owned subsidiary of Western and Westerns's sole business
iterest. Wells has the franchise rights, granted by Godfather's Pizza Inc., a
subsidiary of the Pillsbury Company, for the State of Arizona for Godfather's
Pizza restaurants, and as of October 24, 1986 operated fifteen (15) such
restaurants. Wells began its 1986 fiscal year with seventeen operating
Godfather's Pizza restaurants. These operations proved to be unsuccessful and
ended over ten years ago. Because the Company has no assets and conducts no
material business, management anticipates that any such venture would require it
to issue shares of its common stock as the sole consideration to acquire the
venture. This may result in substantial dilution of the shares of current
stockholders. The Company's Board of Directors shall make the final
determination whether to complete any such venture; the approval of stockholders
will not be sought unless required by applicable laws, rules and regulations,
its Articles of Incorporation or Bylaws, or contract. The Company makes no
assurance that any future enterprise will be profitable or successfull.
The Company's initial authorized capital was $300,000, consisting of
300,000,000 shares of one mill ($0.001) par value common voting stock.
On November 4, 1985, a Certificate of Amendment was filed to amend the
initial authorized capital to $600,000, consisting of 600,000,000 shares at a
par value of $.001 per share.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Business.
---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations for over ten years. The Company may begin the
search for the acquisition of assets, property or business that may benefit the
Company and its stockholders, once the Board of Directors sets guidelines of
industries in which the Company may have an interest.
The Company is unable to predict the time as to when and if it may actually
participate in any specific business endeavor, and will be unable to do so until
it determines the particular industries to the Company.
Risk Factors.
------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential acquisition,
reorganization or merger candidate has been identified; however, at a minimum,
the Company's present and proposed business operations will be highly
speculative and be subject to the same types of risks inherent in any new or
unproven venture, and will include those types of risk factors outlined below.
Extremely Limited Assets; No Source of Revenue. The Company has virtually
no assets and has had no revenue for over the past ten years or to the date
hereof. Nor will the Company receive any revenues until it completes an
acquisition, reorganization or merger, at the earliest. The Company can provide
no assurance that any acquired business will produce any material revenues for
the Company or its stockholders or that any such business will operate on a
profitable basis. Although management intends to apply any proceeds it may
receive through the issuance of stock or debt to a suitable acquisition, subject
to the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any use
or allocation of such proceeds will allow it to achieve its business objectives.
<PAGE>
Absence of Substantive Disclosure Relating to Prospective Acquisitions.
Because the Company has not yet identified any assets, property or business that
it may acquire, potential investors in the Company will have virtually no
substantive information upon which to base a decision whether to invest in the
Company. Potential investors would have access to significantly more information
if the Company had already identified a potential acquisition or if the
acquisition target had made an offering of its securities directly to the
public. The Company can provide no assurance that any investment in the Company
will not ultimately prove to be less favorable than such a direct investment.
Unspecified Industry and Acquired Business; Unascertainable Risks. To date,
the Company has not identified any particular industry or business in which to
concentrate its acquisition efforts. Accordingly, prospective investors
currently have no basis to evaluate the comparative risks and merits of
investing in the industry or business in which the Company may acquire. To the
extent that the Company may acquire a business in a high risk industry, the
Company will become subject to those risks. Similarly, if the Company acquires a
financially unstable business or a business that is in the early stages of
development, the Company will become subject to the numerous risks to which such
businesses are subject. Although management intends to consider the risks
inherent in any industry and business in which it may become involved, there can
be no assurance that it will correctly assess such risks.
Uncertain Structure of Acquisition. Management has had no preliminary
contact or discussions regarding, and there are no present plans, proposals or
arrangements to acquire any specific assets, property or business. Accordingly,
it is unclear whether such an acquisition would take the form of an exchange of
capital stock, a merger or an asset acquisition.
Risks of "Penny Stock." The Company's common stock may be deemed to be
"penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price of
less than five dollars per share; (ii) that are not traded on a "recognized"
national exchange; (iii) whose prices are not quoted on the NASDAQ automated
quotation system (NASDAQ-listed stocks must still meet requirement (i) above);
or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer
has been in continuous operation for at least three years) or $5,000,000 (if in
continuous operation for less than three years), or with average revenues of
less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's common
stock during the last five years. At such time as the Company completes a merger
or acquisition transaction, if at all, it may attempt to qualify for quotation
on either NASDAQ or a national securities exchange. However, at least initially,
any trading in its common stock will most likely be conducted in the
over-the-counter market in the "pink sheets" or the OTC Bulletin Board of the
NASD. Section 15(g) of the Securities Exchange Act of 1934, as amended, and Reg.
Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in a
penny stock for the investor's account. Potential investors in the Company's
common stock are urged to obtain and read such disclosure carefully before
purchasing any shares that are deemed to be "penny stock." Moreover, Reg.
Section 240.15g-9 of the Securities and Exchange Commission requires
broker-dealers in penny stocks to approve the account of any investor for
transactions in such stocks before selling any penny stock to that investor.
This procedure requires the broker-dealer to (i) obtain from the investor
information concerning his or her financial situation, investment experience and
investment objectives; (ii) reasonably determine, based on that information,
that transactions in penny stocks are suitable for the investor and that the
investor has sufficient knowledge and experience as to be reasonably capable of
evaluating the risks of penny stock transactions; (iii) provide the investor
with a written statement setting forth the basis on which the broker-dealer made
the determination in (ii) above; and (iv) receive a signed and dated copy of
such statement from the investor, confirming that it accurately reflects the
investor's financial situation, investment experience and investment objectives.
Compliance with these requirements may make it more difficult for investors in
the Company's common stock to resell their shares to third parties or to
otherwise dispose of them.
<PAGE>
Principal Products and Services.
--------------------------------
None; not applicable
Competition.
------------
None; not applicable
Sources and Availability of Raw Materials and Names of Principal Suppliers.
--------------------------------------------------------------------------
None; not applicable
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements of
Labor Contracts.
-----------------------------------------------------------------------------
None; not applicable
Need for any Governmental Approval of Principal Products of Services.
---------------------------------------------------------------------
None; not applicable
Effect of Existing or Probable Governmental Regulations on Business.
--------------------------------------------------------------------
The integrated disclosure system for small business issuers adopted by the
Securities and Exchange Commission in Release No. 34-30968 and effective as of
August 13, 1992, substantially modified the information and financial
requirements of a "Small Business Issuer," defined to be an issuer that has
revenues of less than $25 million; is a U.S. or Canadian issuer, is not an
investment company, and if a majority-owned subsidiary, the parent is also a
small business issuer, provided, however, an entity is not a small business
issuer if it has a public float (the aggregate market value of the issuer's
outstanding securities held by non-affiliates) of $25 million or more. The
Company is deemed to be a "small business issuer."
The Securities and Exchange Commission, state securities commissions and
the North American Securities Administrators Association, Inc. ("NASAA") have
expressed an interest in adopting policies that will streamline the registration
process and make it easier for a small business issuer to have access to the
public capital markets.
Research and Development.
------------------------
None; not applicable
Cost and Effects of Compliance with Environmental Laws.
------------------------------------------------------
None; not applicable
Number of Employees.
-------------------
None; not applicable
Item 2. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its shareholder, Duane Jenson, and are currently provided at
no cost. Because the Company has had no business, its activities have been
limited to keeping itself in good standing in the State of Nevada. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Jenson of providing the use of his office and
telephone have been minimal.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, no federal, state or local governmental agency is
presently contemplating any proceeding against the Company. No director,
executive officer or affiliate of the Company or owner of record or beneficially
of more than five percent of the Company's common stock is a party adverse to
the Company or has a material interest adverse to the Company in any proceeding.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
During the fourth quarter of the year ended June 30, 2000, no matter was
submitted to a vote of the Company's securities holders, whether through the
solicitation of proxies or otherwise.
<PAGE>
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
------------------
There has been no "public market" for shares of common stock of the
Company. However, the Company intends to submit for quotations regarding its
common stock on the OTC Bulletin Board of the National Association of Securities
Dealers ("NASD"); however, management does not expect any public market to
develop unless and until the Company completes an acquisition or merger. In any
event, no assurance can be given that any market for the Company's common stock
will develop or be maintained.
Holders
-------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 890.
Dividends
---------
The Company has not declared any cash dividends with respect to its common
stock and does not intend to declare dividends in the foreseeable future. The
future dividend policy of the Company cannot be ascertained with any certainty,
and until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, no such policy will be formulated. There are no
material restrictions limiting, or that are likely to limit, the Company's
ability to pay dividends on its common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
------------------------------------------------------------------------------
None;
<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
----------------------------------------------------------
Plan of Operation.
------------------
The Company has not engaged in any material operations or had any revenues
from operations during the last two calendar years. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
During the next 12 months, the Company's only foreseeable cash requirements
will relate to maintaining the Company in good standing or the payment of
expenses associated with reviewing or investigating any potential business
venture. As of June 30, 2000, it had no cash or cash equivalents. If additional
funds are required during this period, such funds may be advanced by management
or stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should not exceed $25,000 and
will be on terms no less favorable to the Company than would be available from a
commercial lender in an arm's length transaction. As of the date of this Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
----------------------
Other than restoring and maintaing its good corporate standing in the State
of Nevada, compromising and settling its debts and seeking the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders, the Company has had no material business operations in the two
most recent calendar years.
As of June 30, 2000, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the period ended June 30, 2000, the Company had a net loss of
$125. The Company has received no revenues in either of its two most recent
calendar years. See the Index to Financial Statements, Item 7 of this Report.
Liquidity.
---------
The Company has no cash or cash equivalents on hand. If additional funds
are required, such funds may be advanced by management or stockholders as loans
to the Company. Because the Company has not identified any acquisition or
venture, it is impossible to predict the amount of any such loan.
<PAGE>
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended June 30, 2000 and 1999
Independent Auditors' Report
Balance Sheets - June 30, 2000
Statements of Operations for the years ended
June 30, 2000 and 1999
Statements of Stockholders' Equity for the
years ended June 30, 2000 and 1999
Statements of Cash Flows for the years ended
June 30, 2000 and 1999
Notes to the Financial Statements
<PAGE>
WESTERN INTERNATIONAL PIZZA CORPORATION
FINANCIAL STATEMENTS
YEARS ENDED JUNE 30, 2000 AND 1999
AND
INDEPENDENT AUDITORS REPORT
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
Table of Contents
<S> <C>
Independent Auditors' Report 1
Financial Statements
Statements of Financial Position 2
Statements of Operations 3
Statement of Stockholders' Deficit 4
Statements of Cash Flows 7
Notes to Financial Statements 8
</TABLE>
<PAGE>
THURMAN SHAW & CO., L.C.
-------------------------------------------------
Certified Public Accountants James K. Thurman
Jeffrey L. Shaw
Justin R. Shaw
INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders
Western International Pizza Corporation
Salt Lake City, Utah
We have audited the statements of financial position of Western International
Pizza Corporation (a development stage company) as of June 30, 2000 and 1999,
and the related statements of operations, stockholders' deficit, and cash flows
for the three years ended June 30, 2000, 1999 and 1998 and cumulative for the
period August 1, 1983 (date of inception) through June 30, 2000. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. The financial statements of Western International Pizza Corporation
as of July 27, 1986 (not presented herein), were audited by other auditors whose
opinion has been furnished to us, and our opinion, insofar as it relates periods
from inception to July 27, 1986, is based solely on the report of the other
auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits 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 significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Western International Pizza
Corporation (a development stage company) as of June 30, 2000 and 1999, and the
results of its operations, changes in stockholders' deficit and cash flows for
the three years ended June 30, 2000, 1999, 1998 and the period August 1, 1983
(date of inception) through June 30, 2000, in conformity with generally accepted
accounting principles.
The other auditor's report on the July 27, 1986 financial statements of Western
International Pizza Corporation included an explanatory paragraph describing
conditions that raised substantial doubt about its ability to continue as a
going concern.
Bountiful, Utah
July 10, 2000
1
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statements of Financial Position
June 30, 2000 and 1999
2000 1999
ASSETS
<S> <C> <C>
Current assets $ - $ -
Total assets $ - $ -
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Loans from stockholders $ 125 $ -
Total current liabilities 125 -
Stockholders' deficit
Common stock, $.001 par value; 600,000,000
shares authorized; 397,500,000 shares issued
and outstanding 397,500 397,500
Additional paid-in capital 2,972,862 2,972,862
Accumulated deficit during the development stage (3,370,487) (3,370,362)
Total stockholders' deficit (125) -
Total liabilities and stockholders' deficit $ - $ -
The accompanying notes are an integral part of these financial statements.
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statements of Operations
Years Ended June 30, 2000, 1999 and 1998
and Cumulative from Inception to June 30, 2000
Cumulative
From
Inception
(August 1, 1983)
To June 30,
2000 1999 1998 2000
<S> <C> <C> <C> <C>
Revenues $ - $ - $ - $10,462,193
Operating expenses
General and Administrative 125 - - 13,049,128
Total operating expenses 125 - - 13,049,128
Loss before income taxes and
discontinued operations (125) - - (2,586,935)
Income taxes - - - -
Loss from discontinued operations - - - (783,552)
Net (loss) (125) $ - $ - $(3,370,487)
Basic and diluted (loss) per common share - $ - $ - $ (0.03)
Weighted average number of common
shares used in per share calculation 397,500,000 397,500,000 397,500,000 115,829,688
The accompanying notes are an integral part of these financial statements.
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficit
From Inception (August 1, 1983) Through June 30, 2000
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C> <C>
Balance, August 1, 1983 100 $ 100 $ 44,900 $ (349,686) $ (304,686)
Wells stock split 5,900 5,900 (5,900) - -
Sale of Wells stock 4,000 4,000 996,000 - 1,000,000
Issuance of Western stock in
exchange for Wells stock 317,990,000 308,000 (308,000) - -
Net (loss) - - - (189,070) (189,070)
Balances at July29, 1984 318,000,000 318,000 727,000 (538,756) 506,244
Sale of Western stock 5,000,000 5,000 - - 5,000
Stock issuance costs - - (20,000) - (20,000)
Net (loss) - - - (1,048,326) (1,048,326)
Balances at July 28, 1985 323,000,000 323,000 707,000 (1,587,082) (557,082)
Sale of Western stock 10,000,000 10,000 174,760 - 184,760
Western stock split 7,500,000 7,500 (7,500) - -
Sales of Western stock, less
issuance costs of $84,398 57,000,000 57,000 2,098,602 - 2,155,602
Net (loss) - - - (999,728) (999,728)
Balances at July 27, 1986 397,500,000 397,500 2,972,862 (2,586,810) 783,552
Net (loss) - - - (783,552) (783,552)
Balances at July 26, 1987 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
The accompanying notes are an integral part of these financial statements.
4
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficit (continued)
From Inception (August 1, 1983) Through June 30, 2000
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C> <C>
Balances at July 31, 1988 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 30, 1989 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 29, 1990 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 28, 1991 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 26, 1992 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 25, 1993 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 31, 1994 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 30, 1995 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 28, 1996 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at July 27, 1997 397,500,000 397,500 2,972,862 (3,370,362) -
The accompanying notes are an integral part of these financial statements.
5
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statement of Stockholders' Deficit (continued)
From Inception (August 1, 1983) Through June 30, 2000
Accumulated
Deficit
Common Stock Additional During the
Paid-In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C> <C>
Net (loss) - - - - -
Balances at June 30, 1998 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - - -
Balances at June 30, 1999 397,500,000 397,500 2,972,862 (3,370,362) -
Net (loss) - - - (125) (125)
Balances at June 30, 2000 397,500,000 $ 397,500 $ 2,972,862 $(3,370,487) $ (125)
The accompanying notes are an integral part of these financial statements.
6
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Statements of Cash Flows
Years Ended June 30, 2000, 1999 and 1998
and Cumulative from Inception Through June 30, 2000
Cumulative
From
Inception
(August 1, 1983)
To June 30,
2000 1999 1998 2000
Cash Flows From Operating Activities
<S> <C> <C> <C> <C>
Net (loss) $ (125) $ - $ - $(2,586,935)
Adjustments to reconcile net (loss) to net
cash used in operating activities
Depreciation - - - 640,508
Loss from discontinued operations - - - (783,552)
Net cash flows from operating activities (125) - - (2,729,979)
Cash Flows From Investing Activities
Acquisitions of property and equipment - - - (1,664,541)
Net cash flows from investing activities - - - (1,664,541)
Cash Flows From Financing Activities
Proceeds from stock issuances - - - 3,370,362
Net proceeds from debt - - - 1,024,033
Proceeds from shareholder loan 125 - - 125
Net cash flows from financing activities 125 - - 4,394,520
Net increase/decrease in cash - - - -
Cash balance at beginning of period - - - -
Cash balance at end of period $ - $ - $ - $ -
The accompanying notes are an integral part of these financial statements.
7
</TABLE>
<PAGE>
Notes (continued)
WESTERN INTERNATIONAL PIZZA CORPORATION
(A Development Stage Company)
Notes to Financial Statements
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES
Nature of Operations
The Western International Pizza Corporation (the "Company"), formerly
Kiwi Ventures Ltd., was incorporated under the laws of the State of
Nevada on January 30, 1985. The Company acquired Wells & Son, Inc.
(Wells) on November 4, 1985 through a stock exchange. The Company had
significant operations up through 1987, but subsequently ceased
operations and reentered the development stage.
New directors were elected at a board meeting on April 20, 2000. At
that board meeting, the board of directors changed the fiscal year end
of the Company from the last Sunday in July to June 30. This change
has been made retroactive to the period ended June 30, 1998.
Basic and Diluted Loss Per Share
The Company computes basic and diluted loss per share in accordance
with Statement of Financial Accounting Standards No. 128 ("SFAS 128"),
Earnings Per Share. Basic loss per common share is computed by
dividing net loss by the weighted average number of common shares
outstanding during the period. Diluted loss per share is calculated to
give effect to stock options. There were no stock options outstanding
as of June 30, 2000. Therefore, basic and diluted loss per share are
the same.
Development Stage Enterprise
Since it reentered the development stage, the Company has spent most
of its efforts in developing a new business plan. There have been no
sales since the Company reentered the development stage and has had to
rely on financing from shareholders. Therefore, the Company is
considered to be in the development stage.
Cash and Cash Equivalents
The Company considers all short-term investments with an original
maturity of three months or less to be cash equivalents.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
2. INCOME TAXES
There was no provision for or benefit from income taxes for any
period. An income tax return has not been filed. However, if an income
tax return had been filed, the Company would have a net operating loss
carryforward of $3,020,801 that would begin expiring in the year 2000.
8
<PAGE>
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
---------------------
For material documentation respecting the change in the Company's auditor,
see item 12 of the Company's Current Report on Form 8-K, as filed September 7,
2000.
<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Identification of Directors and Executive Officers
--------------------------------------------------
The following table sets forth the names of all current directors and
executive officers of the Company. These persons will serve until the next
annual meeting of the stockholders or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
---- ---- ----------- --------------
<S> <C> <C> <C>
John Winchester President 04/00 *
Director 04/00 *
Tyler Despain Vice President 04/00 *
Director 04/00 *
Luke Bradley Secretary 04/00 *
Director 04/00 *
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
--------------------
John Winchester, President and a director is 25 years of age. Mr.
Winchester received a bachelors degree from the University of Utah in
Organizational Communication in May 1999. Mr. Winchester has been working as a
production director for a major drafting company, in Salt Lake City, Utah, for
the past four years..
Tyler Despain, Vice President and a director is 25 years of age. Mr.
Despain is attending the University of Utah, and will recieve a Bachelor of
Arts, with a degree is sociology in December of 2000.
Luke Bradley, Secretary and a director is 23 years of age. Mr. Bradley is
currently attending the University of Utah, in Salt Lake City. He will be
graduating in June of 2001, with a bachelor of science, finance degee. Mr.
Bradley is the owner/manager of Tweeqd, Inc., a Utah corporation, a clothing
company in Salt Lake City, Utah.
Significant Employees.
----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
---------------------
None;
<PAGE>
Involvement in Certain Legal Proceedings.
-----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business against
which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or
vacated.
Compliance with Section 16(a) of the Exchange Act
-------------------------------------------------
Each of the Company's directors has filed a Form 3, Statement of Beneficial
Ownership, with the Securities and Exchange Commission; there have been no
changes in their beneficial ownership of shares of common stock of the Company
since the filing of their Form 3.
<PAGE>
Item 10. Executive Compensation.
-----------------------
The following table sets forth the aggregate compensation paid by the Company
for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h) (i)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
John
Winchester, 06/30/00 0 0 0 0 0 0 0
President,
Director
Tyler
Despain 06/30/00 0 0 0 0 0 0 0
Vice Pres./
Director
Luke 06/30/00 0 0 0 0 0 0 0
Bradley,
Secretary
Director
Daniel 06/30/99 0 0 0 0 0 0 0
Shea, 06/30/98 0 0 0 0 0 0 0
Director
John J.
Hughes, 06/30/99 0 0 0 0 0 0 0
Director 06/30/98 0 0 0 0 0 0 0
Maurice J.
Shanley, 06/30/99 0 0 0 0 0 0 0
Director 06/30/98 0 0 0 0 0 0 0
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ending June 30, 2000, 1999, or 1998, or the period ending on the date
of this Report.
Compensation of Directors.
--------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
<PAGE>
Employment Contracts and Termination of Employment and
Change-in-Control Arrangements.
-------------------------------
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company or any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of June 30, 2000, with the computations being based upon 397,500,000
shares of common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name Beneficially Owned of Class (1)
---------------- ------------------ --------
<S> <C> <C>
Jenson Services, Inc.* 133,800,000 34%
Phillip Lowery 75,289,340 19%
VRI Capital Group 63,600,000 16%
Douglas Wells 63,600,000 16%
------- -----
336,289,340 85%
* Duane Jenson is the President of Jenson Services, Inc., and may
be deemed the beneficial owner of Jenson Services, Inc.
</TABLE>
<PAGE>
Security Ownership of Management.
---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
---------------- ------------------------- --------
<S> <C> <C>
John Winchester 0 0%
2215 E. Pinecrest Lane
Sandy, UT 84092
Tyler Despain 0 0%
762 East Gable Street
Salt Lake City, UT 84117
Luke Bradley 0 0%
4 Sunwood Lane
Sandy, UT 84092
------- ------
All directors and
executive officers 0 0%
as a group (3 persons)
</TABLE>
Changes in Control.
-------------------
There are no present arrangements or pledges of the Company's securities
which may result in a change in control of the Company.
Item 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
-------------------
See the Company's Current Report on Form 8-K as filed on September 7, 2000,
for information relating to the change in the Company's auditor.
Exhibits
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
3.3 (i) Articles of Incorporation, filed January
30, 1985
3.3 (ii) Certificate of Amendment of the Articles
of Incorporation, filed November 4, 1985
3.3 (iii) Bylaws
27 Financial Data Schedule
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
WESTERN INTERNATIONAL PIZZA, CORP.
Date:08-29-2000 /S/ JOHN WINCHESTER
John Winchester
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
WESTERN INTERNATIONAL PIZZA, CORP.
Date:08-29-2000 /S/ JOHN WINCHESTER
John Winchester
President and Director
Date:08-29-2000 /S/ TYLER DESPAIN
Tyler Despain
Vice President and Director
<PAGE>
EX-3(i)
ARTICLES OF INCORPORATION
KIWI VENTURES LTD.
WE, THE UNDERSIGNED NATURAL PERSONS OF THE AGES OF TWENTY-ONE (21) OR MORE,
ACTING AS INCORPORATORS OF A CORPORATION UNDER THE GENERAL CORPORATION LAW OF
NEVADA, ADOPT THE FOLLOWING ARTICLES OF INCORPORATION:,
ARTICLE I
NAME: THE NAME OF THE CORPORATION IS KIWI VENTURES LTD.
ARTICLE II
REGISTERED OFFICE AND AGENT: THE ADDRESS OF THE CORPORATION'S
PRINCIPAL OFFICE IS 2050 ELLIS WAY, IN THE CITY OF ELKO, COUNTY OF
ELKO, STATE OF NEVADA. THE INITIAL AGENT FOR SERVICE OF PROCESS AT
THAT ADDRESS WILL BE GATEWAY ENTERPRISES, INC.
ARTICLE III
PURPOSE: THE PURPOSES FOR WHICH THE CORPORATION IS ORGANIZED ARE TO
ENGAGE IN ANY ACTIVITY OR BUSINESS NOT IN CONFLICT WITH THE LAWS OF
THE STATE OF NEVADA OR OF THE UNITED STATES OF AMERICA, AND WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SPECIFICALLY:
1. TO HAVE AND TO EXERCISE ALL THE POWERS NOW OR HEREAFIER CONFERRED
BY THE LAWS OF THE STATE OF NEVADA UPON CORPORATIONS ORGANIZED
PURSUANT TO THE LAWS UNDER WHICH THE CORPORATION IS ORGANIZED AND ANY
AND ALL ACTS AMENDATORY THEREOF AND SUPPLEMENTAL THERETO.
2. TO DISCOUNT AND NEGOTIATE PROMISSORY NOTES, DRAFTS, BILL OF
EXCHANGE AND OTHER EVIDENCE OF DEBTS, AND TO COLLECT FOR OTHERS MONEY
DUE THEM ON NOTES, CHECKS, DRAFTS, BILL OF EXCHANGE, COMMERCIAL PAPER
AND OTHER EVIDENCE OF INDEBTEMESS.
3. TO PURCHASE OR OTHERWISE ACQUIRE, OWN, HOLD, LEASE, SELL, ASSIGN,
TRANSFER, MORTGAGE, PLEDGE, OR OTHERWISE DISPOSE OF, TO GUARANTY, TO
INVEST, TRADE, AND DEAL IN AM WITH PERSONAL PROPERTY OR EVERY CLASS
AND DESCRIPTION.
4. TO ENTER INTO ANY KIND OF CONTRACT OR AGREEMENT, COOPERATIVE OR
PROFIT SHARING PLAN WITH ITS OFFICERS OR EMPLOYEES THAT THE
CORPORATION MAY DEEM ADVANTAGEOUS OR EXPEDIENT OR OTHERWISE TO REWARD
OR PAY SUCH PERSONS FOR THEIR SERVICES AS THE DIRECTORS MAY DEEM FIT.
5. TO PURCHASE, LEASE, OR OTHERWISE ACQUIRE, IN WHOLE OR IN PART, THE
BUSINESS, THE GOOD WILL, RIGHTS, FRANCHISES AND PROPERTY OF EVERY
KIND, AND TO UNDERTAKE THE WHOLE OR ANY PART OF THE ASSETS OR
LIABILITIES, OF ANY PERSON, FIRM, ASSOCIATION, NON-PROFIT OR PROFIT
CORPORATION, OR OWN PROPERTY NECESSARY OR SUITABLE FOR ITS PURPOSES,
AND TO PAY THE SAME IN CASH, IN THE STOCKS OR BONDS OF THIS COMPANY OR
OTHERWISE, TO HOLD OR IN ANY MANNER DISPOSE OF THE WHOLE OR ANY PART
OF THE BUSINESS OR PROPERTY SO ACQUIRED AND TO EXERCISE ALL OF THE
POWERS NECESSARY OR INCIDENTAL TO THE CONDUCT OF SUCH BUSINESS.
6. TO LEND OR BORROW MONEY AND TO NEGOTIATE AND MAKE LOANS, EITHER ON
ITS OWN ACCOUNT OR AS AGENT, OR BROKER FOR OTHERS.
7. TO ENTER INTO, MAKE, PERFORM AND CARRY OUT CONTRACTS OF EVERY KIND
AND FOR ANY LAWFUL PURPOSE, WITHOUT LIMIT AS TO WITH ANY PERSON, FIRM,
ASSOCIATION, COOPERATIVE PROFIT OR NON-PROFIT CORPORATION,
MUNICIPALITY, STATE OR GOVERNMENT OR ANY SUBDIVISION, DISTRICT OR
DEPARTMENT THEREOF.
8. TO BUY, SELL, EXCHANGE, NEGOTIATE, OR OTHERWISE DEAL IN, OR
HYPOTHECATE SECURITIES, STOCKS, BONDS, DEBENTURES, MORTGAGES, NOTES OR
OTHER COLLATERALS OR SECURITIES, CREATED OR ISSUED BY ANY CORPORATION
ORGANIZED INCLUDING THIS CORPORATION, WITHIN SUCH LIMITS AS MAY BE
PROVIDED BY LAW, AND WHILE OF ANY SUCH STOCKS OR OTIIER COLLATERALS TO
EXERCISE ALL RIGHTS, POWERS AND PRIVILEGES OF OWNERSHIP, INCLUDING THE
RIGHT TO VOTE THE SAME; TO SUBSCRIBE FOR STOCK OF ANY CORPORATION TO
BE ORGANIZED, OTHER THAN TO PROMOTE THE ORGANIZATION THEREOF.
9. TO PURCHASE OR OTHERWISE ACQIJIRE, OWN, HOLD, LEASE, SELL,
EXCHANGE, ASSIGN, MORTGAGE, PLEDGE, LICENSE, OR OTHERWISE DISPOSE OF
ANY LETTERS, PATENTS, COPYRIGHTS, OR TRADEMARKS OF EVERY CLASS AND
DESCRIPTION.
10. TO DO ANY AND ALL OTHER SUCH ACTS, THINGS, BUSINESS OR BUSINESSES
IN ANY MANNER CONNECTED WITH OR NECESSARY, INCIDENTAL, CONVENIENT OR
AUXILIARY TO DO ANY OF THESE OBJECTS HEREINBEFORE ENUMERATED, OR
CALCULATED, DIRECTLY OR INDIRECTLY, TO PROMOTE THE INTEREST OF THE
CORPORATION; AND IN CARRYING ON ITS PURPOSES, OR FOR THE PURPOSE OF
OBTAINING OR FURTHERING ANY OF ITS BUSINESS, TO DO ANY AND ALL ACTS
AND THINGS, AND TO EXERCISE ANDY AND ALL OTHER POWERES WHICH A
CO-PARTNER OR NATURAL- PERSON COULD DO OR EXERCISE, AND WHICH NOW OR
HEREAFTER MAY BE AUTHORIZED BY LAW, HERE AND IN ANY OTHER PART OF THE
WORLD.
11. THE SEVERAL CLAUSES CONTAINED IN THIS STATEMENT OF POWERS SHALL BE
CONSTRUED AS BOTH PURPOSES AND POWERS. AND THE STATEMENTS CONTAINED IN
EACH OF THESE CLAUSES SHALL BE IN NO WAY LIMITED OR RESTRICTED, BY
REFERENCE TO OR INFERENCE FROM, THE TERMS OF ANY OTHER CLAUSES, BUT
SHALL BE REGARDED AS INDEPENDENT PURPOSES AND POWERS; AND NO
RECITATIONS, EXPRESSION OR DECLARATION OF SPECIFIC OR SPECIAL POWERS
OR PURPOSES HEREIN ENUERATED SHALL BE DEEMED TO BE EXCLUSIVE; BUT IS
HEREBY EXPRESSLY DECLARED THAT ALL OTHER LAWFUL POWERS NOT
INCONSISTENT HEREWITH, ARE HEREBY INCLUDED.
ARTICLE IV
STOCK: THE AGGREGATE NUMBER OF SHARES WHICH THE CORPORATION SHALL HAVE
THE AUTHORITY TO ISSUE IS 300,000,OOO SHARES AT A PAR VALUE OF $.001
PER SHARE. ALL STOCK WHEN ISSUED SHALL BE FULLY PAID AND
NON-ASSESSABLE.
NO HOLDER OF SHARES OF COMMON STOCK OF THE CORPORATION SHALL BE
ENTITLED, AS SUCH, TO ANY PRE-EMPTIVE OR PREFERENTIAL RIGHTS TO
SUBSCRIBE TO ANY UNISSUED STOCK OR ANY OTHER SECURITIES WHICH THE
CORPORATION MAY NOW OR THEREAFTER BE AUTHORIZED TO ISSUE. THE BOARD OF
DIRECTORS OF THE CORPORATION MAY, HOWEVER, AT ITS DISCRETION, BY
RESOLUTION DETERMINE THAT ANY UNISSUED SECURITIES OF THE CORPORATION
SHALL BE OFFERED FOR SUBSCRIPTION SOLELY TO THE HOLDERS OF COMMON
STOCK OF THE CORPORATION OR SOLELY TO THE HOLDERS OF ANY CLASS OR
CLASSES OF SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP AS
SAID BOARD AT ITS DISCRETION MAY DETERMINE.
EACH SHARE OF COMMON STOCK SHALL BE ENTITLED TO ONE VOTE AT
STOCKHOLDERS MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING
IN ELECTIONS OF DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE
STOCKHOLDERS MEETINGS, WHETHER THEY BE ANNUAL OR SPECIAL, SHALL NOT BE
PERMITTED.
ARTICLE V
STOCKHOLDERS MEETING: MEETINGS OF THE SHAREHOLDERS SHALL BE SUCH PLACE
WITHIN OR WITHOUT THE STATE OF NEVADA AS MAY BE PROVIDED BY THE
BY-LAWS OF THE CORPORATION. SPECIAL MEETINGS OF THE SHAREHOLDERS MAY
BE CALLED BY THE PRESIDENT OR ANY OTHER EXECUTIVE OFFICER OF THE
CORPORATION, THE BOARD OF DIRECTORS, OR ANY MEMBER THEREOF, OR BY THE
RECORD HOLDER OR HOLDERS OF AT LEAST TEN PERCENT (10%) OF ALL SHARES
ENTITLED TO VOTE AT THE METING. ANY ACTION OTHERWISE REQUIRED TO BE
TAKEN AT A MEETING OF THE SHAREHOLDERS, EXCEPT ELECTION OF DIRECTORS,
MAY BE TAKEN WITHOUT A MEETING IF A CONSENT IN WRITING, SETTING FORTH
THE ACTION SO TAKEN, SHALL BE SIGNED BY SHAREHOLDERS HAVING AT LEAST A
MAJORITY OF THE VOTING POWER.
ARTICLE VI
COMMENCING BUSINESS: THE CORPORATION SHALL NOT COMMENCE BUSINESS UNTIL
AT LEAST $1,000 HAS BEEN RECEIVED BY IT AS CONSIDERATION FOR THE
ISSUANCE OF SHARES.
ARTICLE VII
STOCK RIGHTS: THE BOARD OF DIRECTORS SHALL HAVE THE AUTHORITY TO
DETERMINE THE CLASSES AND SERIES OF ANY SUBSEQUENT STOCK ISSUED BY THE
CORPORATION AND THE RIGHT AND PREFERENCES PERTAINING THERETO.
ARTICLE VIII
BOARD OF DIRECTORS: A MAJORITY OF THE BOARD OF DIRECTORS IS NECESSARY
TO CONSTITUTE A QUORUM; AND SO CONSTITUTED, THE BOARD SHALL BE
AUTHORIZED TO TRANSACT SUCH BUSINESS AS MAY BE DELEGATED TO IT BY THE
STOCKHOLDERS AND WHENEVER THE BOARD OF DIRECTORS SHALL BE SO ASSEMBLED
AND ACT AS A BOARD, EITHER WITHIN OF WITHOUT THE STATE OF NEVADA, ANY
ACTION TAKEN SHALL BE THE ACTION OF THE BOARD OF DIRECTORS AND SHALL
BE BINDING UPON THE CORPORATION, PROVIDED THAT THREE DAYS PRIOR
NOTICE, GIVEN EITHER ORALLY OR IN WRITING, OF THE TIME AND PLACE OF
THE MEETING AND OF THE NATURE OF THE BUSINESS PROPOSED TO BE
TRANSACTED SHALL HAVE BEEN GIVEN TO THE ENTIRE BOARD OF DIRECTORS,
UNLESS SUCH NOTICE BE WAIVED AS HEREINAFTER PROVIDED. ANY DIRECTOR MAY
WAIVE NOTICE OF ANY MEETING; AND IN THE EVENT OF SUCH WAIVER, NOTICE
SHALL BE IN WRITING OR A WRITTEN MEMORANDUM SHALL BE MADE OF AN ORAL
WAIVER OF NOTICE.
ARTICLE IX
OFFICERS: THE OFFICERS OF THE CORPORATION SHALL CONSIST OF A BOARD OF
DIRECTORS OF NOT LESS THAN THREE NOR MORE THAN TWENTY-FIVE. A CHAIRMAN
OF THE BOARD OF DIRECTORS, A PRESIDENT, A VICE-PRESIDENT, A SECRETARY
AND A TREASURER, WHO SHALL PERFORM SUCH DUTIES AND HAVE SUCH AUTHORITY
AS USUALLY PERTAINS TO SUCH OFFICERS OF A CORPORATION OR AS MAY BE
PRESCRIBED BY THE BOARD OF DIRECTORS FROM TIME TO TIME.
QUALIFICATION OF OFFICERS: OFFICERS AND DIRECTORS OF THE CORPORATION
NEED NOT BE RESIDENTS OF THE STATE OF NEVADA AND NEED NOT OWN SHARES
OF THE CORPORATION'S STOCK. THE SECRETARY AND TREASURER MAY, BUT NEED
NOT BE, THE SAME PERSON.
ELECTION: DIRECTORS SHALL BE ELECTED AT THE ANNUAL MEETING OF THE
SHAREHOLDERS, AND THE PERSONS RECEIVING THE HIGHEST NUMBER OF VOTES
SHALL BE DECLARED DULY ELECTED, PROVIDING SUCH NUMBERS SHALL REPRESENT
A MAJORITY OF ALL VOTES CAST. WITHIN TEN (10) DAYS AFTER THE ELEC
TION, THE DIRECTORS SHALL MEET AND ELECT A PRESIDENT, VICE-PRESIDENT,
SECRETARY AND TREASURER.
TERM OF OFFICE: THE TERM OF OFFICE OF ALL DIRECTORS AND OFFICERS SHALL
BE ONE YEAR, PROVIDED ALL DIRECTORS AND OFFICERS SHALL HOLD OFFICE
UNTIL THEIR SUCCESSORS ARE DULY ELECTED AND QUALIFIED.
RESIGNATION OF OFFICERS: ANY OFFICER OR DIRECTOR MAY RESIGN BY FILING
HIS WRITTEN RESIGNATION WITH THE SECRETARY OF THE CORPORATION, OR IN
THE CASE OF THE SECRETARY, WITH THE PRESIDENT OF THE CORPORATION AND
UPON ACCEPTANCE THEREOF BY THE BOARD OF DIRECTORS OR IF SUCH BOARD
SHALL NEGLECT TO ACT UPON SUCH RESIGNATION WITHIN FOURTEEN (14) DAYS
AFTER RECEIPT, THE RESIGNATION SHALL BECOME EFFECTIVE AND THE OFFICE
SHALL BE DEEMED VACANT.
REMOVAL OF OFFICERS: ANY OFFICER OR DIRECTOR OF THIS CORPORATION MAY
BE REMOVED AT ANY TIME WITHOUT CAUSE IN THE MANNER PROVIDED BY THE
LAWS OF THE STATE OF NEVADA FOR THE REMOVAL OF SUCH OFFICER OR
DIRECTOR, OR BY A MAJORITY VOTE OF THE OUTSTANDING STOCK OF THE
CORPORATION AT ANY SPECIAL MEETING OF THE STOCKHOLDERS CALLED FOR THAT
PURPOSE AS HEREIN PROVIDED.
VACANCIES: IN THE CASE OF DEATH, DISABILITY, OR RESIGNATION OF ANY
OFFICER OR DIRECTOR OF THE COMPANY, THE REMAINING DIRECTORS OR
DIRECTOR OF THE COMPANY, EVENTHOUGH LESS THAN A QUORUM, SHALL FILL
VACANCIES FOR THE UNEXPIRED TERM OR TERMS.
ORIGINAL DIRECTORS: THE NUMBER OF DIRECTORS CONSTITUTING THE INITIAL
BOARD OF DIRECTORS OF THE CORPORATION IS THREE (3), AND THE NAMES AND
ADDRESSES OF THE PERSONS WHO ARE THE INCORPORATORS AND WHO ARE TO
SERVE AS DIRECTORS UNTIL THE FIRST ANNUAL MEETING OF SHAREHOLDERS OR
UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED ARE:
1. SHIRRELL W. HUGHES 2929 HILLSDEN DRIVE, SALT LAKE CITY, UTAH 84117
2. KURTIS D. HUGHES 2325 ARBOR LANE, SALT LAKE CITY, UTAH 84117
3. CATHERINE J. LEAUTUTU 7672 SOUTH 2030 WEST, WEST JORDAN, UTAH 84084
ARTICLE X
DURATION: THE PERIOD OF DURATION OF THE CORPORATION SHALL BE
PERPETUAL.
ARTICLE XI
THESE ARTICLES OF INCORPORATION, BY VOTE OF NOT LESS THAN FIFTY
PERCENT OF THE ISSUED AND OUTSTANDING CAPITAL STOCK OF THE
CORPORATION, MAY BE DEEMED AMENDED IN ANY RESPECT AMENDABLE AT LAW AT
ANY MEETING. A COPY OF THE PROPOSED AMENDMENT SHALL BE GIVEN TO THE
STOCKHOLDERS AS PROVIDED IN ARTICLE VI HEREOF, FOR CALLING AND HOLDING
MEETINGS OF THE STOCKHOLDERS.
ARTICLE XII
BY-LAWS. THE BOARD OF DIRECTORS OF THE CORPORATION SHALL HAVE
AUTHORITY TO ADOPT SUCH BY-LAWS AS IN THEIR JUDGMENT MAY BE DEEMED
NECESSARY OR ADVISABLE FOR THE MANAGEMENT AND TRANSACTION OF THE
BUSINESS OF THE CORPORATION PROVIDED THAT SUCH BY-LAWS ARE NOT IN
CONFLICT WITH THESE ARTICLES OF INCORPORATION OR THE CONSTITUTION OF
THE STATE OF NEVADA.
IN WITNESS WHEROF, THE UNDERSIGNED INCORPORATORS HAVE HEREUNTO AFFIXED
THEIR SIGNATURES AT SALT LAKE CITY, UTAH THIS 25TH DAY OF JANUARY
1985.
/S/ SHIRRELL HUGHES
/S/ KURTIS HUGHES
/S/ CATHERINE LEAUTUTU
STATE OF UTAH )
COUNTY OF SALT LAKE)
I, KELLIE HUMES, A NOTARY PUBLIC, DO HEREBY CERTIFY THAT SHIRRELL W.
HUGHES, KURTIS D. HUGHES, AND CATHERINE J. LEAUTUTU, DID PERSONALLY
APPEAR BEFORE ME TO AFFIX THEIR SIGNATURES TO THIS DOCUMENT.
/S/ NOTARY PUBLIC
<PAGE>
EX-3(ii)
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
KIWI VENTURES, LTD.
KIWI VENTURES, LTD. ("Company'), a Nevada corporation, by its President and
Secretary does hereby certify:
1. The Directors of the corporation at a meeting duly held on October 15,
1985, passed a resolution declarinq that the following changes and amendments to
the Company's Articles of Incorporation are advisable:
That Article I of the Company's Articles of Incorporation be amended to read as
follows:
NAME: THE NAME OF THE CORPORATION IS: WESTERN INTERNATIONAL PIZZA CORPORATION.
That Article IV of the Company's Articles of Incorporation be amended to read as
follows:
STOCK: THE AGGREGATE NUMBER OF SHARES WHiCH THE CORPORATION SHALL HAVE AUTHORITY
TO ISSUE IS 600,000,000 SHARES AT A PAR VALUE OF $.001 PER SHARE. ALL STOCK WHEN
ISSUED SHALL BE FULLY PAID AND NONASSESSABLE.
NO HOLDER OF SHARES OF COMMON STOCK OF THE CORPORATION SHALL BE ENTITLED, AS
SUCH, TO ANY PREEMPTIVE OR PREFERENTIAL RIGHTS TO SUBSCRIBE TO ANY UNISSUED
STOCK OR ANY OTHER SECURITIES WHICH THE CORPORATION MAY NOW OR THEREAFTER BE
AUTHORIZED TO ISSUE. THE BOARD OF DIRECTORS OF THE CORPORATION MAY HOWEVER, AT
ITS DISCRETION, BY RESOLUTION DETERMINE THAT ANY UNISSUED SECURITIES OF THE
CORPORATION SHALL BE OFFERED FOR SUBSCRIPTION SOLELY TO THE HOLDERS OF COMMON
STOCK OF THE CORPORATION OR SOLELY TO THE HOLDERS OF ANY CLASS OR CLASSES OF
SUCH STOCK, IN SUCH PROPORTIONS BASED ON STOCK OWNERSHIP AS SAID BOARD AT ITS
DISCRETION MAY DETERMINE.
EACH SHARE OF COMMON STOCK SHALL BE ENTITLED TO ONE VOTE AT STOCKHOLDERS'
MEETINGS, EITHER IN PERSON OR BY PROXY. CUMULATIVE VOTING IN ELECTIONS OF
DIRECTORS AND ALL OTHER MATTERS BROUGHT BEFORE STOCKHOLDERS' MEETINGS, WHETHER
THEY BE ANNUAL OR SPECIAL, SHALL NOT BE PERMITTED.
2. The number of shares of the Company outstanding and entitled to vote on
the amendments to the Articles of Incorporation in 79,500,000 shares of $0.001
par value common stock and the amendments have been approved at a meeting held
on November 4, 1985, by the vote of shareholders holding 58,277,500 shares,
which is a majority of the outstanding shares being entitled to vote thereon.
The Company has only one class of outstanding stock.
IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its
President and its Secretary on November 4, 1985.
KIWI VENTURES, LTD.,
a Nevada corporation
BY: /S/ DOUGLAS WELLS, President
ATTEST:
BY: /S/ KATHY CARLSON, Secretary
STATE OF NEBRASKA
) ss.
COUNTNY OF DOUGLAS
On this 4th day of November, 1985, before me, a Notary Public, personally
appeared Douglas L. Wells and Kathy Carlson who acknowledged that they are the
President and Secretary, respectively, of Kiwi Ventures, Ltd. and that they
executed the above instrument in such capacities on behalf of Kiwi Ventures,
Ltd.
Witness my hand and official seal.
My Commission expires: 2-4-89
/S/ NOTARY PUBLIC
<PAGE>
EX-3(iii)
BYLAWS
OF
WESTERN INTERNATIONAL PIZZA CORP.
ARTICLE I
OFFICES
Section 1.01 Location of Office. The corporation may maintain such offices
within or without the State of Nevada as the Board of Directors may from time to
time designate or require.
Section 1.02 Principal Office. The address of the principal office of the
corporation shall be at the address of the registered office of the corporation
as so designated in the office of the Lieutenant Governor/Secretary of State of
the state of incorporation, or at such other address as the Board of Directors
shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.0 Annual Meeting. The annual meeting of the shareholders shall be held
in May of each year or at such other time designated by the Board of Directors
and as is provided for in the notice of the meeting, for the purpose of electing
directors and for the transaction of such other business as may come before the
meeting. If the election of directors shall not be held on the day designated
for the annual meeting of the shareholders, or at any adjournment thereof, the
Board of Directors shall cause the election to be held at a special meeting of
the shareholders as soon thereafter as may be convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may be
called at any time by the chairman of the board, the president, or by the Board
of Directors, or in their absence or disability, by any vice president, and
shall be called by the president or, in his or her absence or disability, by a
vice president or by the secretary on the written request of the holders of not
less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate any place,
either within or without the state of incorporation, as the place of meeting for
any annual meeting or for any special meeting called by the Board of Directors.
A waiver of notice signed by all shareholders entitled to vote at a meeting may
designate any place, either within or without the state of incorporation, as the
place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be at the
principal office of the corporation.
<PAGE>
Section 2.04 Notice of Meetings. The secretary or assistant secretary, if any,
shall cause notice of the time, place, and purpose or purposes of all meetings
of the shareholders (whether annual or special), to be mailed at least ten (10)
days, but not more than fifty (50) days, prior to the meeting, to each
shareholder of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any meeting
of shareholders (however called or noticed, whether or not called or noticed and
whether before, during, or after the meeting), by signing a written waiver of
notice or a consent to the holding of such meeting, or an approval of the
minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining shareholders
entitled to notice of or to vote at any annual meeting of shareholders or any
adjournment thereof, or shareholders entitled to receive payment of any dividend
or in order to make a determination of shareholders for any other proper
purpose, the Board of Directors of the corporation may provide that the share
transfer books shall be closed, for the purpose of determining shareholders
entitled to notice of or to vote at such meeting, but not for a period exceeding
fifty (50) days. If the share transfer books are closed for the purpose of
determining shareholders entitled to notice of or to vote at such meeting, such
books shall be closed for at least ten (10) days immediately preceding such
meeting.
In lieu of closing the share transfer books, the Board of Directors may fix in
advance a date as the record date for any such determination of shareholders,
such date in any case to be not more than fifty (50) and, in case of a meeting
of shareholders, not less than ten (10) days prior to the date on which the
particular action requiring such determination of shareholders is to be taken.
If the share transfer books are not closed and no record date is fixed for the
determination of shareholders entitled to notice of or to vote at a meeting or
to receive payment of a dividend, the date on which notice of the meeting is
mailed or the date on which the resolution of the Board of Directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of shareholders. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section,
such determination shall apply to any adjournment thereof. Failure to comply
with this Section shall not affect the validity of any action taken at a meeting
of shareholders.
<PAGE>
Section 2.07 Voting Lists. The officer or agent of the corporation having charge
of the share transfer books for shares of the corporation shall make, at least
ten (10) days before each meeting of the shareholders, a complete list of the
shareholders entitled to vote at such meeting or any adjournment thereof,
arranged in alphabetical order, with the address of, and the number of shares
held by each, which list, for a period of ten (10) days prior to such meeting,
shall be kept on file at the registered office of the corporation and shall be
subject to inspection by any shareholder during the whole time of the meeting.
The original share transfer book shall be prima facia evidence as to the
shareholders who are entitled to examine such list or transfer books, or to vote
at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the outstanding
shares of the corporation entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of the shareholders. If a quorum is
present, the affirmative vote of the majority of the voting power represented by
shares at the meeting and entitled to vote on the subject shall constitute
action by the shareholders, unless the vote of a greater number or voting by
classes is required by the laws of the state of incorporation of the corporation
or the Articles of Incorporation. If less than one-half of the outstanding
voting power is represented at a meeting, a majority of the voting power
represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.
Section 2.09 Voting of Shares. Each outstanding share of the corporation
entitled to vote shall be entitled to one vote on each matter submitted to vote
at a meeting of shareholders, except to the extent that the voting rights of the
shares of any class or series of stock are determined and specified as greater
or lesser than one vote per share in the manner provided by the Articles of
Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each shareholder
entitled to vote shall be entitled to vote in person or by proxy; provided,
however, that the right to vote by proxy shall exist only in case the instrument
authorizing such proxy to act shall have been executed in writing by the
registered holder or holders of such shares, as the case may be, as shown on the
share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action required to
be taken at a meeting of the shareholders, or any other action which may be
taken at a meeting of the shareholders, may be taken without a meeting, if a
consent in writing, setting forth the action so taken, shall be signed by all of
the shareholders entitled to vote with respect to the subject matter thereof.
<PAGE>
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors shall
consist of three to nine persons. Increases or decreases to said number may be
made, within the numbers authorized by the Articles of Incorporation, as the
Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be made upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the entire number
of directors annually, the Board of Directors may provide that the directors be
divided into either two or three classes, each class to be as nearly equal in
number as possible, the term of office of the directors of the first class to
expire at the first annual meeting of shareholders after their election, that of
the second class to expire at the second annual meeting after their election,
and that of the third class, if any, to expire at the third annual meeting after
their election. At each annual meeting after such classification, the number of
directors equal to the number of the class whose term expires at the time of
such meeting shall be elected to hold office until the second succeeding annual
meeting, if there be two classes, or until the third succeeding annual meeting,
if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of Directors shall
be held without other notice than this Bylaw immediately following, and at the
same place as, the annual meeting of shareholders. The Board of Directors may
provide by resolution the time and place, either within or without the state of
incorporation, for the holding of additional regular meetings without other
notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of Directors may be
called by or at the request of the president, vice president, or any two
directors. The person or persons authorized to call special meetings of the
Board of Directors may fix any place, either within or without the state of
incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
<PAGE>
Section 3.06 Meetings by Telephone Conference Call. Members of the Board of
Directors may participate in a meeting of the Board of Directors or a committee
of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at least ten
(10) days prior thereto by written notice delivered personally or mailed to each
director at his or her regular business address or residence, or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting solely for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall constitute a
quorum for the transaction of business or any meeting of the Board of Directors,
but if less than a majority is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further notice.
Section 3.09 Manner of Acting. The act of a majority of the directors present at
a meeting at which a quorum is present shall be the act of the Board of
Directors, and the individual directors shall have no power as such.
Section 3.10 Vacancies and Newly Created Directorship. If any vacancies shall
occur in the Board of Directors by reason of death, resignation or otherwise, or
if the number of directors shall be increased, the directors then in office
shall continue to act and such vacancies or newly created directorships shall be
filled by a vote of the directors then in office, though less than a quorum, in
any way approved by the meeting. Any directorship to be filled by reason of
removal of one or more directors by the shareholders may be filled by election
by the shareholders at the meeting at which the director or directors are
removed.
Section 3.11 Compensation. By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at each meeting of
the Board of Directors, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
<PAGE>
Section 3.12 Presumption of Assent. A director of the corporation who is present
at a meeting of the Board of Directors at which action on any corporate matter
is taken shall be presumed to have assented to the action taken unless his or
her dissent shall be entered in the minutes of the meeting, unless he or she
shall file his or her written dissent to such action with the person acting as
the secretary of the meeting before the adjournment thereof, or shall forward
such dissent by registered or certified mail to the secretary of the corporation
immediately after the adjournment of the meeting. Such right to dissent shall
not apply to a director who voted in favor of such action.
Section 3.13 Resignations. A director may resign at any time by delivering a
written resignation to either the president, a vice president, the secretary, or
assistant secretary, if any. The resignation shall become effective on its
acceptance by the Board of Directors; provided, that if the board has not acted
thereon within ten days (10) from the date presented, the resignation shall be
deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action required to be
taken at a meeting of the directors of the corporation or any other action which
may be taken at a meeting of the directors or of a committee, may be taken
without a meeting, if a consent in writing, setting forth the action so taken,
shall be signed by all of the directors, or all of the members of the committee,
as the case may be. Such consent shall have the same legal effect as a unanimous
vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose, one or
more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV OFFICERS
Section 4.01 Number. The officers of the corporation shall be a president, one
or more vice-presidents, as shall be determined by resolution of the Board of
Directors, a secretary, a treasurer, and such other officers as may be appointed
by the Board of Directors. The Board of Directors may elect, but shall not be
required to elect, a chairman of the board and the Board of Directors may
appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers shall be
chosen by the Board of Directors annually at its annual meeting. In the event of
failure to choose officers at an annual meeting of the Board of Directors,
officers may be chosen at any regular or special meeting of the Board of
Directors. Each such officer (whether chosen at an annual meeting of the Board
of Directors to fill a vacancy or otherwise) shall hold his or her office until
the next ensuing annual meeting of the Board of Directors and until his or her
successor shall have been chosen and qualified, or until his or her death, or
until his or her resignation or removal in the manner provided in these Bylaws.
Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
<PAGE>
Section 4.03 Subordinate Officers, Etc. The Board of Directors from time to time
may appoint such other officers or agents as it may deem advisable, each of whom
shall have such title, hold office for such period, have such authority, and
perform such duties as the Board of Directors from time to time may determine.
The Board of Directors from time to time may delegate to any officer or agent
the power to appoint any such subordinate officer or agents and to prescribe
their respective titles, terms of office, authorities, and duties. Subordinate
officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by delivering a
written resignation to the Board of Directors, the president, or the secretary.
Unless otherwise specified therein, such resignation shall take effect on
delivery.
Section 4.05 Removal. Any officer may be removed from office at any special
meeting of the Board of Directors called for that purpose or at a regular
meeting, by vote of a majority of the directors, with or without cause. Any
officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall occur in
any office by reason of death, resignation, removal, disqualification, or any
other cause, or if a new office shall be created, then such vacancies or newly
created offices may be filled by the Board of Directors at a regular or special
meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if there be
such an officer, shall have the following powers and duties:
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following powers and
duties:
(a) If no general manager has been appointed, he or she shall be the chief
executive officer of the corporation, and, subject to the direction of the Board
of Directors, shall have general charge of the business, affairs, and property
of the corporation and general supervision over its officers, employees, and
agents;
(b) If no chairman of the board has been chosen, or if such officer is absent or
disabled, he or she shall preside at meetings of the shareholders and Board of
Directors;
(c) He or she shall be a member of the executive committee, if any;
<PAGE>
(d) He or she shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the Board of
Directors; and
(e) He or she shall have all power and shall perform all duties normally
incident to the office of a president of a corporation, and shall exercise such
other powers and perform such other duties as from time to time may be assigned
to him or her by the Board of Directors.
Section 4.10 The Secretary. The secretary shall have the following powers and
duties:
(a) He or she shall keep or cause to be kept a record of all of the proceedings
of the meetings of the shareholders and of the Board of Directors in books
provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance with the
provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of the
corporation, and shall cause such seal (or a facsimile thereof) to be affixed to
all certificates representing shares of the corporation prior to the issuance
thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume responsibility that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she shall have charge of the share books of the corporation and cause
the share transfer books to be kept in such manner as to show at any time the
amount of the shares of the corporation of each class issued and outstanding,
the manner in which and the time when such stock was paid for, the names
alphabetically arranged and the addresses of the holders of record thereof, the
number of shares held by each holder and time when each became such holder or
record; and he or she shall exhibit at all reasonable times to any director,
upon application, the original or duplicate share register. He or she shall
cause the share book referred to in Section 6.04 hereof to be kept and exhibited
at the principal office of the corporation, or at such other place as the Board
of Directors shall determine, in the manner and for the purposes provided in
such Section;
(f) He or she shall be empowered to sign certificates representing shares of the
corporation, the issuance of which shall have been authorized by the Board of
Directors; and
(g) He or she shall perform in general all duties incident to the office of
secretary and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
<PAGE>
Section 4.11 The Treasurer. The treasurer shall have the following powers and
duties:
(a) He or she shall have charge and supervision over and be responsible for the
monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof;
(c) He or she shall cause the monies of the corporation to be disbursed by
checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president, whenever
requested, a statement of the financial condition of the corporation and of all
of this transactions as treasurer, and render a full financial report at the
annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all the
business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all officers
or agents of the corporation reports or statements given such information as he
or she may desire with respect to any and all financial transactions of the
corporation; and
(g) He or she shall perform in general all duties incident to the office of
treasurer and such other duties as are given to him or her by these Bylaws or as
from time to time may be assigned to him or her by the Board of Directors or the
president.
Section 4.12 General Manager. The Board of Directors may employ and appoint a
general manager who may, or may not, be one of the officers or directors of the
corporation. The general manager, if any, shall have the following powers and
duties;
(a) He or she shall be the chief executive officer of the corporation and,
subject to the directions of the Board of Directors, shall have general charge
of the business affairs and property of the corporation and general supervision
over its officers, employees, and agents;
(b) He or she shall be charged with the exclusive management of the business of
the corporation and of all of its dealings, but at all times be subject to the
control of the Board of Directors;
<PAGE>
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as often as
required, setting forth the results of the operations under his or her charge,
together with suggestions looking toward improvement and betterment of the
condition of the corporation, and shall perform such other duties as the Board
of Directors may require.
Section 4.13 Salaries. The salaries and other compensation of the officers of
the corporation shall be fixed from time to time by the Board of Directors,
except that the Board of Directors may delegate to any person or group of
persons the power to fix the salaries or other compensation of any subordinate
officers or agents appointed in accordance with the provisions of Section 4.03
hereof. No officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he or she is also a director of the
corporation.
Section 4.14 Surety Bonds. In case the Board of Directors shall so require, any
officer or agent of the corporation shall execute to the corporation a bond in
such sums and with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his or her duties to the
corporation, including responsibility for negligence and for the accounting of
all property, monies, or securities of the corporation which may come into his
or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation contained in
the Articles of Incorporation or these Bylaws, the president or any vice
president or the general manager, if any, may, in the name and on behalf of the
corporation, execute and deliver any contract or other instrument authorized in
writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and deliver any contract or
other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances shall be contracted on behalf of the
corporation, no negotiable paper or other evidence of its obligation under any
loan or advance shall be issued in its name, and no property of the corporation
shall be mortgaged, pledged, hypothecated, transferred, or conveyed as security
for the payment of any loan, advance, indebtedness, or liability of the
corporation, unless and except as authorized by the Board of Directors. Any such
authorization may be general or confined to specific instances.
<PAGE>
Section 5.03 Deposits. All monies of the corporation not otherwise employed
shall be deposited from time to time to its credit in such banks and or trust
companies or with such bankers or other depositories as the Board of Directors
may select, or as from time to time may be selected by any officer or agent
authorized to do so by the Board of Directors.
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks,
endorsements, and, evidences of indebtedness of the corporation, subject to the
provisions of these Bylaws, shall be signed by such officer or officers or such
agent or agents of the corporation and in such manner as the Board of Directors
from time to time may determine. Endorsements for deposit to the credit of the
corporation in any of its duly authorized depositories shall be in such manner
as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by the
corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a facsimile, engraved or printed.
where such bond or debenture is authenticated with the manual signature of an
authorized officer of the corporation or other trustee designated by the
indenture of trust or other agreement under which such security is issued, the
signature of any of the corporation's officers named thereon may be a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should cease to be an officer of the corporation for
any reason before the same has been delivered by the corporation, such bond or
debenture may nevertheless be adopted by the corporation and issued and
delivered as through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer, Etc. of Securities. Sales, transfers, endorsements,
and assignments of stocks, bonds, and other securities owned by or standing in
the name of the corporation, and the execution and delivery on behalf of the
corporation of any and all instruments in writing incident to any such sale,
transfer, endorsement, or assignment, shall be effected by the president, or by
any vice president, together with the secretary, or by an officer or agent
thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
<PAGE>
Section 6.01 Share Certificates. Every holder of shares in the corporation shall
be entitled to have a certificate, signed by the president or any vice
president, and the secretary or assistant secretary, and sealed with the seal
(which may be a facsimile, engraved or printed) of the corporation, certifying
the number and kind, class or series of shares owned by him or her in the
corporation; provided, however, that where such a certificate is countersigned
by (a) a transfer agent or an assistant transfer agent, or (b) registered by a
registrar, the signature of any such president, vice president, secretary, or
assistant secretary may be a facsimile. In case any officer who shall have
signed, or whose facsimile signature or signatures shall have been used on any
such certificate, shall cease to be officer of the corporation, for any reason,
before the delivery of such certificate by the corporation, such certificate may
nevertheless be adopted by the corporation and be issued and delivered as though
the person who signed it, or whose facsimile signature or signatures shall have
been used thereon, has not ceased to be such officer. Certificates representing
shares of the corporation shall be in such form as provided by the statutes of
the state of incorporation. There shall be entered on the share books of the
corporation at the time of issuance of each share, the number of the certificate
issued, the name and address of the person owning the shares represented
thereby, the number and kind, class or series of such shares, and the date of
issuance thereof. Every certificate exchanged or returned to the corporation
shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation shall be
made on the books of the corporation by the holder of record thereof, or by his
or her attorney thereunto duly authorized by a power of attorney duly executed
in writing and filed with the secretary of the corporation or any of its
transfer agents, and on surrender of the certificate or certificates, properly
endorsed or accompanied by proper instruments or transfer, representing such
shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI and of
the Articles of Incorporation, the Board of Directors may make such rules and
regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of Business. A share
book (or books where more than one kind, class, or series or stock is
outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
<PAGE>
Section 6.05 Transfer Agents and Registrars. The Board of Directors may appoint
one or more transfer agents and one or more registrars with respect to the
certificates representing shares of the corporation, and may require all such
certificates to bear the signature of either or both. The Board of Directors may
from time to time define the respective duties of such transfer agents and
registrars. No certificate for shares shall be valid until countersigned by a
transfer agent, if at the date appearing thereon the corporation had a transfer
agent for such shares, and until registered by a registrar, if at such date the
corporation had a registrar for such shares.
Section 6.06 Closing of Transfer Books and Fixing of Record Date.
(a) The Board of Directors shall have power to close the share books of the
corporation for a period of not to exceed fifty (50) days preceding the date of
any meeting of shareholders, or the date for payment of any dividend, or the
date for the allotment of rights, or capital shares shall go into effect, or a
date in connection with obtaining the consent of shareholder for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board of
Directors may fix in advance a date, not exceeding fifty (50) days preceding the
date of any meeting of shareholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any change
or conversion or exchange of capital shares shall go into effect, or a date in
connection with obtaining any such consent, as a record date for the
determination of the shareholders entitled to a notice of, and to vote at, any
such meeting and any adjournment thereof, or entitled to receive payment of any
such dividend, or to any such allotment of rights, or exercise the rights in
respect of any such change, conversion or exchange of capital stock, or to give
such consent.
(c) If the share transfer books shall be closed or a record date set for the
purpose of determining shareholders entitled to notice of or to vote at a
meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue a new
certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgement of the Board of Directors, it is
proper to do so.
<PAGE>
Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter's Rights.
To the extent permissible under the applicable law of any jurisdiction to which
the corporation may become subject by reason of the conduct of business, the
ownership of assets, the residence of shareholders, the location of offices or
facilities, or any other item, the corporation elects not to be governed by the
provisions of any statute that (i) limits, restricts, modifies, suspends,
terminates, or otherwise affects the rights of any shareholder to cast one vote
for each share of common stock registered in the name of such shareholder on the
books of the corporation, without regard to whether such shares were acquired
directly from the corporation or from any other person and without regard to
whether such shareholder has the power to exercise or direct the exercise of
voting power over any specific fraction of the shares of the corporation or from
any other person and without regard to whether such shareholder has the power to
exercise or direct the exercise of voting power over any specific fraction of
the shares of common stock of the corporation issued and outstanding or (ii)
grants to any shareholder the right to have his or her stock redeemed or
purchased by the corporation or any other shareholder on the acquisition by any
person or group of persons of shares of the corporation. In particular, to the
extent permitted under the laws of the state of incorporation, the corporation
elects not to be governed by any such provision, including the provisions of the
Nevada Control Shares Acquisition Act, Section 78.378 to 78.3793, inclusive, of
the Nevada Revised Statutes, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constituted. The Board of Directors may designate an executive
committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board of
Directors, the executive committee shall have and may exercise all powers of the
Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other committees as
may be designated hereunder by the Board of Directors, may fix its own presiding
and recording officer or officers, and may meet at such place or places, at such
time or times and on such notice (or without notice) as it shall determine from
time to time. It will keep a record of its proceedings and shall report such
proceedings to the Board of Directors at the meeting of the Board of Directors
next following.
<PAGE>
Section 7.04 Quorum and Manner of Acting. At all meetings of the executive
committee, and of such other committees as may be designated hereunder by the
Board of Directors, the presence of members constituting a majority of the total
authorized membership of the committee shall be necessary and sufficient to
constitute a quorum for the transaction of business, and the act of a majority
of the members present at any meeting at which a quorum is present shall be the
act of such committee. The members of the executive committee, and of such other
committees as may be designated hereunder by the Board of Directors, shall act
only as a committee and the individual members thereof shall have not powers as
such.
Section 7.05 Resignations. Any member of the executive committee, and of such
other committees as may be designated hereunder by the Board of Directors, may
resign at any time by delivering a written resignation to either the president,
the secretary, or assistant secretary, or to the presiding officer of the
committee of which he or she is a member, if any shall have been appointed and
shall be in office. Unless otherwise specified herein, such resignation shall
take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any member
of the executive committee or of any other committee designated by it hereunder
either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive committee
or any other committee designated by the Board of Directors hereunder, by reason
of disqualification, death, resignation, removal, or otherwise, the remaining
members shall, until the filling of such vacancy, constitute the then total
authorized membership of the committee and, provided that two or more members
are remaining, continue to act. Such vacancy may be filled at any meeting of the
Board of Directors.
Section 7.07 Compensation. The Board of Directors may allow a fixed sum and
expenses of attendance to any member of the executive committee, or of any other
committee designated by it hereunder, who is not an active salaried employee of
the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
<PAGE>
Section 8.01 Indemnification: Third Party Actions. The corporation shall have
the power to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action, or suit by or in
the right of the corporation to procure a judgement in its favor by reason of
the fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by him or her in connection with any such action, suit or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interest of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, he or she had reasonable
cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall have the
power to indemnify any person who was or is a party or is threatened to be made
a party to any threatened, pending, or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he or she is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. 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 Sections 8.01 and 8.02
hereof, or in defense of any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith. Any other indemnification under
Sections 8.01 and 8.02 hereof, shall be made to the corporation upon a
determination that indemnification of the officer, director, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall
be made either (i) by the Board of Directors by a majority of a quorum
consisting of directors who were not parties to such action, suit, or
proceeding; or (ii) by independent legal counsel on a written opinion; or (iii)
by the shareholders by a majority vote of a quorum of shareholders at any
meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by this
Section shall not be deemed exclusive of any other indemnification granted under
any provision of any statute, in the corporation's Articles of Incorporation,
these Bylaws, agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his or her 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 and legal representatives of such a person.
<PAGE>
Section 8.05 Advances. Expenses incurred in defending a civil or criminal
action, suit or proceeding as contemplated in this Section may be paid by the
corporation in advance of the final disposition of such action, suit, or
proceeding upon a majority vote of a quorum of the Board of Directors and upon
receipt of an undertaking by or on behalf of the director, officers, employee,
or agent to repay such amount or amounts unless if it is ultimately determined
that he or she is to be indemnified by the corporation as authorized by this
Section.
Section 8.06 Scope of Indemnification. The indemnification authorized by this
Section shall apply to all present and future directors, officers, employees,
and agents of the corporation and shall continue as to such persons who cease to
be directors, officers, employees, or agents of the corporation, and shall inure
to the benefit of the heirs, executors, and administrators of all such persons
and shall be in addition to all other indemnification permitted by law.
8.07 Insurance. The corporation may purchase and maintain insurance on behalf of
any person who is or was a director, 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 or her and incurred
by him or her in any such capacity, or arising out of his or her status as such,
whether or not the corporation would have the power to indemnify him or her
against any such liability and under the laws of the state of incorporation, as
the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and on the terms and
conditions provided by the Articles of Incorporation and these Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of Directors or the
shareholders, shall be subject to amendment, alteration, or repeal, and new
Bylaws may be made, except that;
<PAGE>
(a) No Bylaws adopted or amended by the shareholders shall be altered or
repealed by the Board of Directors;
(b) No Bylaws shall be adopted by the Board of Directors which shall require
more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (I) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (ii) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of Western
International Pizza Corp., 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 of the corporation at a meeting of the board of Directors, which
was duly and regularly held on the 20th day of April, 2000, and that the above
and foregoing Bylaws are now in full force and effect.
DATED this 20th day of April, 2000.
/S/lUKE BRADLEY
Luke Bradley, Secretary
