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 December 31, 1996
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________________ to __________________
Commission File No. 2-98074-NY
INTERNATIONAL FIRE PREVENTION, INC.
(Name of Small Business Issuer in its Charter)
NEVADA 11-2751536
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
9005 Cobble Canyon Lane
Sandy, Utah 84093
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 942-0555
Conference Capital Corp.
1887 O'Toole, Suite #C-106
San Jose, California 95131
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None.
Securities Registered under Section 12(g) of the Exchange Act: None.
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 Registrant 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 there is no 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 Registrant'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: December 31, 1996-$0
<PAGE>
State the aggregate market value of the common 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.
December 31, 1996 - $47. There are approximately 47,198 shares of
common voting stock of the Registrant held by non-affiliates. Since 1988,
there has been no "public market" for shares of common stock of the
Registrant, so the Registrant has arbitrarily valued these shares on the basis
of par value per share or $0.001.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Not Applicable.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the Issuer's
classes of common equity, as of the latest practicable date:
July 31, 1997
*1,500,000
*Takes into account a one for 21.643 reverse split of the
10,821,500 outstanding shares of common stock, effective July 29, 1997, and
the issuance of 1,000,000 post split "unregistered" and "restricted" shares of
common stock to directors and executive officers in consideration of services
rendered. See the heading "Business Development" of Item 1 of this Report.
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 ___
PART I
Item 1. Description of Business.
Business Development.
International Fire Prevention, Inc. (the "Company") was organized
under the laws of the State of Nevada on December 18, 1984, under the name
"Conference Capital Corp." The Company was formed for the purpose of engaging
in any activity or business not in conflict with the laws of the State of
Nevada or of the United States of America.
The Company's initial authorized capital consisted of 100,000,000
shares of one mill ($0.001) par value common voting stock. A copy of the
Company's initial Articles of Incorporation is attached hereto and
incorporated herein by reference. See Item 13 of this Report.
At the first meeting of the Company's Board of Directors, an
aggregate total of 5,000,000 "unregistered" and "restricted" shares of the
Company's common stock were issued to certain directors, executive officers
and persons who may be deemed to have been promoters or founders of the
Company, in consideration of the sum of $5,000.
The Company subsequently publicly offered and sold 500,000 units,
each unit consisting of one common share, two Class A Redeemable Common Stock
Purchase Warrants and 3 Class B Redeemable Common Stock Purchase Warrants, at
a price of $0.20 per share, pursuant to an S-18 Registration Statement which
was filed with the Securities and Exchange Commission on or about July 30,
1985, and which became effective on August 26, 1985. The offering was
completed on October 3, 1985, with the Company receiving gross proceeds of
$100,000 and net proceeds of $64,970 after deduction of legal and accounting
fees, prospectus costs and other expenses incidental to the public offering.
By this reference, the Company's Registration Statement on Form S-18 of the
Securities and Exchange Commission and its Prospectus dated August 26, 1985,
are incorporated herein. See Item 13 below.
As of December 31, 1985, warrant holders had exercised 152,000 A
warrants and 4,500 B warrants for a total of $63,050. As of December 31,
1986, warrant holders had exercised an additional 162,970 A warrants for a
total of $65,188. The unexercised A and B Warrants expired 12 and 24 months,
respectively, from the completion of the Company's public offering on October
3, 1985.
On February 16, 1987, the Company acquired all of the issued and
outstanding shares of common stock of International Fire Prevention, a
California corporation ("IFP"), in exchange for 5,000,000 "unregistered" and
"restricted" shares its common stock, and IFP became a wholly owned subsidiary
of the Company. IFP's sole business operations involving the marketing of a
liquid fire retardant coating with flame proofing protection. A Current
Report on Form 8-K, dated February 16, 1987, covering this acquisition was
filed with the Securities and Exchange Commission on or about April 27, 1987,
and is incorporated herein by this reference. See Item 13 of this Report.
At a Special Meeting of the stockholders of the Company held on
May 1, 1987, persons owning a majority of the outstanding shares of common
voting stock entitled to vote at such meeting voted to change the name of the
Company to "International Fire Prevention, Inc." A copy of the Certificate of
Amendment to the Articles of Incorporation is attached hereto and incorporated
herein by reference.
Pursuant to resolutions of Board of Directors adopted May 29,
1987, the Company filed a Certificate of Ownership and Merger with the State
of Nevada, merging IFP into the Company, effective July 6, 1987. A copy of
the Certificate of Ownership and Merger is attached hereto and incorporated
herein by reference. See Item 13 of the Report.
Pursuant to the Company's Bylaws, on September 4, 1996, John T.
Noah, the Company's President and sole director, appointed David C. Merrell to
fill a vacancy on the Board of Directors in contemplation of reviving the
Company. Mr. Noah resigned immediately thereafter. Gerald L. Wheeler, the
Company's Secretary and Treasurer, also resigned. Simultaneously, Mr. Merrell
designated his wife, Corie Merrell, to serve as a director of the Company
until the next annual meeting of stockholders and until her successor is
elected and qualified or until her prior resignation or termination. On the
same date, the Board of Directors unanimously consented without a meeting and
pursuant to applicable provisions of the Nevada Revised Statutes to elect the
following persons to serve in the capacities indicated: David C. Merrell,
President; and Corie Merrell, Secretary/Treasurer.
Effective July 29, 1997, the Company approved a one for 21.643
reverse split of the 10,821,500 outstanding shares of common stock, and
the issuance of 1,000,000 post split "unregistered" and "restricted" shares of
common stock to directors and executive officers in consideration of services
rendered. A copy of the Certificate respecting this reverse split has been
filed with the Securities and Exchange Commission as an exhibit to the
Company's 10-QSB Quarterly Report for the quarter ended June 30, 1997, which
is incorporated herein by this reference. All references to outstanding
shares hereinbelow reflect this reverse split. For further information
respecting the issuance of shares to directors and executive officers, see
Items 10 and 11 of this Report.
The only business operations ever conducted by the Company were
those of IFP, which proved unsuccessful, and were terminated in 1988.
Commencing on or about January 1, 1996 and other than maintaining and
restoring its good standing status in the State of Nevada, seeking prospective
businesses or assets to acquire, the Company has had no material business
operations since that time.
Business.
The Company has not engaged in any material business operations
since 1987. Its only activities since that time have consisted of restoring
and maintaining its good standing in the State of Nevada and the very limited
operations of IFP. The Company has no material tangible property or assets.
The Company intends to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders. In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not
be sought unless required by applicable law, the Company's Articles of
Incorporation or Bylaws or contract. The Company can give no assurance that
any such endeavor will be successful or profitable.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a "shell" and
will be a vehicle to acquire or merge with a business or company. The Company
does not intend to restrict its search to any particular business or industry,
and the areas in which it will seek out acquisitions, reorganizations or
mergers may include, but will not be limited to, the fields of high
technology, manufacturing, natural resources, service, research and
development, communications, transportation, insurance, brokerage, finance and
all medically related fields, among others. The Company recognizes that
because of its lack of resources, the number of suitable potential business
ventures which may be available to it will be extremely limited, and may be
restricted to entities who desire to avoid what these entities may deem to be
the adverse factors related to an initial public offering ("IPO"). The most
prevalent of these factors include substantial time requirements, legal and
accounting costs, the inability to obtain an underwriter who is willing to
publicly offer and sell shares, the lack of or the inability to obtain the
required financial statements for such an undertaking, limitations on the
amount of dilution public investors will suffer to the benefit of the
stockholders of any such entities, along with other conditions or requirements
imposed by various federal and state securities laws, rules and regulations.
Any of these types of entities, regardless of their prospects, would require
the Company to issue a substantial number of shares of its common stock to
complete any such acquisition, reorganization or merger, usually amounting to
between 80 and 95 percent of the outstanding shares of the Company following
the completion of any such transaction; accordingly, investments in any such
private entity, if available, would be much more favorable than any investment
in the Company.
Management intends to consider a number of factors prior to making
any decision as to whether to participate in any specific business endeavor,
none of which may be determinative or provide any assurance of success. These
may include, but will not be limited to an analysis of the quality of the
entity's management personnel; the anticipated acceptability of any new
products or marketing concepts; the merit of technological changes; its
present financial condition, projected growth potential and available
technical, financial and managerial resources; its working capital, history of
operations and future prospects; the nature of its present and expected
competition; the quality and experience of its management services and the
depth of its management; its potential for further research, development or
exploration; risk factors specifically related to its business operations; its
potential for growth, expansion and profit; the perceived public recognition
or acceptance of its products, services, trademarks and name identification;
and numerous other factors which are difficult, if not impossible, to properly
analyze without referring to any objective criteria.
Regardless, the results of operations of any specific entity may
not necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products
or services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, since the Company has extremely limited current assets
and cash reserves, these activities may be limited, and if undertaken, the
cost and expense thereof will be advanced by management, and may further
dilute the interest of the stockholders of the Company.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, the Company may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in
negotiations regarding a potential acquisition and, accordingly, may present a
conflict of interest for such individuals.
Because the Company has extremely limited assets, management
anticipates that any finder's fees would be paid in the form of common stock
of the Company, rather than cash. This would have the effect of further
diluting the shares of current stockholders. In the event that funds become
available from a company that is a candidate for a merger or acquisition
transaction, such fees may be paid in cash. Whether paid in the form of
common stock or cash, and whether paid to members of management, beneficial
owners or their affiliates, or unaffiliated third parties, the amount of such
finder's fees will not exceed the amount that the Company would pay to an
unaffiliated third party in an arm's length transaction.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. Such fees may become a factor in negotiations regarding any potential
acquisition by the Company and, accordingly, may present a conflict of
interest for such individuals.
None of the Company's directors, executive officers or promoters,
or their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
In any business venture, there are substantial risks specific to
the particular enterprise and 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 subject to the same types of risks inherent in any new
or unproven venture, and will include those types of risk factors outlined
below.
Limited Assets; No Source of Revenue. The Company has virtually
no assets and has had no revenues since 1987. 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.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may potentially acquire, and because the operations of
Graffiti are extremely limited, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether or
not 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 invest. To the extent that the Company may acquire a business in a highly
risky 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.
However, because the Company has virtually no resources as of the date of this
Report, management expects that any such acquisition would take the form of an
exchange of capital stock.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote their
full time to the affairs of the Company. Because of their time commitments,
as well as the fact that the Company has no business operations, the members
of management anticipate that they will devote an insignificant amount of time
to the activities of the Company, at least until such time as the Company has
identified a suitable acquisition target.
Voting Control. Due to their ownership of a majority of the
Company's outstanding common stock (approximately 97% of the outstanding
voting securities of the Company are owned by Mr. and Ms. Merrell), David C.
Merrell and Corie Merrell have the ability to elect all of the Company's
directors, who in turn elect all executive officers, without regard to the
votes of other stockholders.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares; there can be no assurance that
such a market will ever develop or be maintained. Any market price for shares
of common stock of the Company is likely to be very volatile, and numerous
factors beyond the control of the Company may have a significant effect. In
addition, the stock markets generally have experienced, and continue to
experience, extreme price and volume fluctuations which have affected the
market price of many small capital companies and which have often been
unrelated to the operating performance of these companies. These broad market
fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. See Item 5 of this Report.
Conflicts of Interest; Related Party Transactions. David C.
Merrell and Corie Merrell may actively negotiate or otherwise consent to the
purchase of all or any portion of their common stock as a condition to or in
connection with any proposed merger or acquisition transaction, which may
present a conflict of interest. The Company's other stockholders may not be
afforded an opportunity to approve or consent to any particular stock buyout
transaction.
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) is an issuer 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 was an "established public market" for the Company's common
stock in December 1985 through December 1986 on the "Over-the-counter market"
with quotes listed in the National Quotation Sheets. At such time as the
Company completes a merger or acquisition transaction, if at all, it may
attempt to qualify for listing 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 "Electronic Bulletin Board" of the National Association of Securities
Dealers, Inc. (the "NASD").
There are presently no market makers for the Company's common
stock. In the event that it is unsuccessful, after completing a merger or
acquisition transaction, in obtaining a listing on NASDAQ or a national
securities exchange, it will seek a securities firm to make a market in its
securities. If there is only one market maker in the Company's securities,
there is a risk that market maker will dominate the market and set prices that
are not based on competitive forces.
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.
Item 2. Description of Property.
The Company has no property or assets; its principal executive
office address and telephone number are the business office address and
telephone number of David C. Merrell, which are provided at no cost. See Item
1 of this Report.
Item 3. Legal Proceedings.
The Company is not the subject of any pending legal proceedings;
and to the knowledge of management, no proceedings are presently contemplated
against the Company by any federal, state or local governmental agency.
Further, to the knowledge of management, no director or executive
officer is party to any action in which any has an interest adverse to the
Company.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of the Company's security
holders during the fourth quarter of the period covered by this report or
during the previous two fiscal years; further, since the cessation of business
operations in 1988, no matter has been submitted to a vote of the Company's
security holders.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
Market Information
The Company had a "public market" for shares of common stock from
December 1985 through December 1986; these shares were quoted in the "Pink
Sheets" of the National Quotation Bureau, Inc. There has been no "public
market" for shares of its common stock since. The Company intends to submit
for listing 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,
reorganization or merger. In any event, no assurance can be given that any
market for the Company's common stock will develop or be maintained. If a
public market ever develops in the future, the sale of "unregistered" and
"restricted" shares of common stock pursuant to Rule 144 of the Securities and
Exchange Commission by members of management or others may have a substantial
adverse impact on any such public market.
Holders
The number of record holders of the Company's common stock as of
the years ended December 31, 1996 and 1995 was approximately 435; these
numbers do not include an indeterminate number of stockholders whose shares
may be held by brokers in street name. As of August 12, 1997, there were
approximately 435 stockholders.
Dividends
There are no present material restrictions that limit the ability
of the Company to pay dividends on common stock or that are likely to do so in
the future. The Company has not paid any dividends with respect to its common
stock, and does not intend to pay dividends in the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operation.
Plan of Operation
The Company has not engaged in any material business operations
since 1987. Its only activities since that time have consisted of restoring
and maintaining its good standing in the State of Nevada and the very limited
operations of IFP. The Company has no material tangible property or assets.
The Company intends to seek out the acquisition of assets,
property or business that may be beneficial to it and its stockholders. In
considering whether to complete any such acquisition, the Board of Directors
shall make the final determination, and the approval of stockholders will not
be sought unless required by applicable law, the Company's Articles of
Incorporation or Bylaws or contract. The Company can give no assurance that
any such endeavor will be successful or profitable.
The Company's only foreseeable cash requirements during the next
12 months will relate to maintaining the Company in good standing in the State
of Nevada. Management does not anticipate that the Company will have to raise
additional funds during the next 12 months.
Results of Operations
The Company discontinued its active operations in 1988, and has
had no revenues since. On January 1, 1996, it recommenced its developmental
stage, and incurred a net loss in the amount of $2,665, for the year ended
December 31, 1996.
Liquidity
Since January 1, 1996, members of management have provided $2,665
in loans to pay the expenses incurred by the Company in bringing its status
current in the state of Nevada and related matters. There is no written note
or agreement respecting the repayment of these loans, although they are due on
demand, and bear no interest.
Item 7. Financial Statements.
Page
For the periods ended December 31, 1996 and 1995 Number
Independent Auditors' Report
Balance Sheets for December 31, 1996
and 1995
Statements of Operations for the years ending
December 31, 1996 and 1995
Statements of Stockholders' Equity (Deficit)
From December 31, 1994 through December 31, 1996
Statements of Cash Flows for the years ended
December 31, 1996 and 1995
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No independent accountant of the Company has resigned, declined to
stand for re-election or was dismissed during the Company's two most recent
fiscal years or any interim period. Due to the Company's lack of significant
business operations since approximately 1987, present management has deemed it
to be in the best interests of the Company to appoint a new independent
accountant to audit its books and records. Accordingly, on April 7, 1997, the
Board of Directors unanimously resolved to retain the services of Pritchett,
Siler & Hardy, P.C., Certified Public Accountants, in this regard. See Items
1 and 4 of this Report.
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, in alphabetical order, the names
and the nature of all positions and offices held by all directors and
executive officers of the Company since 1988, and to the date hereof, and the
period or periods during which each such director or executive officer served
in his or her respective positions.
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
Corie Merrell Director 9/96 *
Secretary/ 9/96 *
Treasurer
David C. Merrell Director 9/96 *
President 9/96 *
John T. Noah President 1983 9/96
Director 1983 9/96
Chief Executive
Officer 1983 9/96
Gerald L. Wheeler Director 1983 9/96
Vice President 1983
* These persons presently serve in the capacities
indicated opposite their respective names.
Term of Office
The term of office of the current directors shall continue until
the annual meeting of stockholders, which has been scheduled by the Board of
Directors to be held in December of each year. The annual meeting of the
Board of Directors immediately follows the annual meeting of stockholders, at
which officers for the coming year are elected.
Business Experience
David C. Merrell, Director and President. Since 1989, he has been
the owner of DCM Finance, a Salt Lake City based finance company that makes
and brokers real estate loans. Mr. Merrell received his Bachelor of Science
degree in Economics from the University of Utah in 1981.
Corie Merrell, Director and Secretary/Treasurer. Since 1989, she
has been part owner of DCM Finance and is currently a part time student at
Westminster College majoring in Psychology.
Family Relationships
David C. Merrell and Corie Merrell are husband and wife.
Involvement in Certain Legal Proceedings
Except as indicated below and to the knowledge of management,
during the past five years, no present or former 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
by or against which any bankruptcy petition was filed,
whether at the time of such filing or two years prior
thereto;
(2) Was convicted in a criminal proceeding or named the subject
of a pending criminal proceeding (excluding traffic
violations and other minor offenses);
(3) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining
him from or otherwise limiting, the following activities:
(i) Acting as a futures commission merchant, introducing
broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant,
associated person of any of the foregoing, or as an
investment adviser, underwriter, broker or dealer in
securities, or as an affiliated person, director or
employee of any investment company, bank, savings and
loan association or insurance company, or engaging in
or continuing any conduct or practice in connection
with such activity;
(ii) Engaging in any type of business practice; or
(iii) Engaging in any activity in connection with the
purchase or sale of any security or commodity or
in connection with any violation of federal or
state securities laws or federal commodities
laws;
(4) Was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal
or state authority barring, suspending or otherwise limiting
for more than 60 days the right of such person to engage in
any activity described above under this Item, or to be
associated with persons engaged in any such activity;
(5) Was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law, and the
judgment in such civil action or finding by the Securities
and Exchange Commission has not been subsequently reversed,
suspended, or vacated; or
(6) Was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to
have violated any federal commodities law, and the judgment
in such civil action or finding by the Commodity Futures
Trading Commission has not been subsequently reversed,
suspended or vacated.
Compliance with Section 16(a) of the Exchange Act
No securities of the Company are registered pursuant to Section
12(g) of the Securities Exchange Act of 1934, and the Company files reports
under Section 15(d) of the Securities Exchange Act of 1934; accordingly,
directors, executive officers and 10 percent stockholders are not required to
make filings under Section 16 of the Securities Exchange Act of 1934.
Item 10. Executive Compensation.
Cash Compensation
The following table sets forth the aggregate compensation paid by
the Company for services rendered during the periods indicated:
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
(i)
Name and Years or Other
All
principal periods annual Restricted Option/ LTIP
other
position ended 1996 $ $ compen- stock SAR's
payouts compen-
1995, 1994 Salary Bonus sation awards$ # $
sation$
John T. Noah December 31, 0 0 0 0 0 0
0
Former
President
Director
Gerald L. December 31, 0 0 0 0 0 0
0
Wheeler
Former
Vice
President
Director
Corie Merrell December 31, 0 0 0 0 0 0
0
Sec/Tres
Director
Dave Merrell December 31, 0 0 0 0 0 0
0
President
Director
*On July 29, 1997, the Company issued 1,000,000 post-split
"unregistered" and
"restricted" shares of common stock to directors and executive officers in
consideration of
services rendered. Also, see Item 11 below.
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 December 31, 1996, 1995 or 1994, or the period ending on
the date of this Report. Further, no member of the Company's management has
been granted any option or stock appreciation right; accordingly, no tables
relating to such items have been included within this Item. See the Summary
Compensation Table of this Item.
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 fiscal year or
the previous two fiscal years for any service provided as director. See the
Summary Compensation Table of this Item.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including
payments to be received from the Company, with respect to any person named in
the Summary Compensation Table set out above which would in any way result in
payments to any such person because of his or her resignation, retirement or
other termination of such person's employment with the Company or its
subsidiaries, or 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 own more than five percent of the Company's common stock as of December
31, 1995 and 1996, and the date hereof:
Number and Percentage
of Shares Beneficially Owned
Name and Address 12/31/95 12/31/96 Current
David C. Merrell 226,401* - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Corie Merrell 226,401* - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
John T. Noah 231,022 - 46%
200 S. Owens Drive
Anaheim Hill, CA 92808
Gerald L. Wheeler 231,022 - 46%
109 East Yale Loop
Irvine, CA 92604
TOTALS 462,044 - 92% 462,044 - 90% 452,802 - 96%
*On September 4, 1996, John T. Noah and Gerald L. Wheeler, each
respectively pledged 226,401 shares of their common stock to David C. Merrell
pursuant to Promissory Notes in the respective amounts of $1,000 each, due and
payable on January 3, 1997. Mr. Merrell transferred shares equally into his
and his wife's name as security for these notes. These notes were not paid
and Mr. Merrell commenced foreclosure proceedings with respect to these
securities on August 6, 1997; these securities are deemed to be owned
beneficially by Mr. Merrell. On July 23, 1997, subject to a 1 for 21.643
reverse split of the outstanding shares of the common stock of the Company,
the Board of Directors resolved to issued 500,000 "unregistered" and
"restricted" shares of common stock to each of the directors for services
valued at $500.
Security Ownership of Management.
The following table sets forth the shareholdings of the Company's
directors and executive officers as of December 31, 1995 and 1996, and to the
date hereof:
Number and Percentage
of Shares Beneficially Owned
Name and Address 12/31/95 12/31/96 Current
David C. Merrell 226,401 - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
Corie Merrell 226,401 - 45% 726,401 - 48%
9005 Cobble Canyon Lane
Sandy, Utah 84093
John T. Noah 231,022 - 46%
200 S. Owens Drive
Anaheim Hill, CA 92808
Gerald L. Wheeler 231,022 - 46%
109 East Yale Loop
Irvine, CA 92604
TOTALS 462,044 - 92% 452,802 - 90% 1,452,802 - 96%
On September 4, 1996, John T. Noah and Gerald L. Wheeler, pledged
there securities to David C. Merrell in Promissory Notes in the respective
amounts of $1,000 each, due and payable on January 3, 1997. Mr. Merrell
transferred these shares equally into his and his wife's names as security for
these notes. These notes were not paid and Mr. Merrell commenced foreclosure
proceedings with respect to these securities on August 6, 1997.
As of August 12, 1997, the Company's directors and executive
officers as a group (3) beneficially owned a total of 1,452,802 shares of the
Company's common stock, or approximately 96% of the outstanding voting
securities of the Company.
Changes in Control
To the knowledge of management, there are no present arrangements
or pledges of the Company's securities which may result in a change in its
control.
Item 12. Certain Relationships and Related Transactions.
Transactions with Management and Others.
Except as indicated under the heading "Business Development" of
Item 1 hereof and in Item 10 of this Report, there were no material
transactions, or series of similar transactions, during the Company's last
three fiscal years, or any currently proposed transactions, or series of
similar transactions, to which the Company or any of its subsidiaries was or
is to be a party, in which the amount involved exceeded $60,000 and in which
any director, executive officer or any security holder who is known to the
Company to own of record or beneficially more than five percent of any class
of the Company's common stock, or any member of the immediate family of any of
the foregoing persons, had an interest.
Certain Business Relationships.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.
Indebtedness of Management.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any director, executive officer
or any security holder who is known to the Company to own of record or
beneficially more than five percent of any class of its common stock, or any
member of the immediate family of any of the foregoing persons, had an
interest.
Transactions with Promoters.
Except as indicated under the heading "Transactions with
Management and Others" above, there were no material transactions, or series
of similar transactions, during the Company's last three calendar years, or
any currently proposed transactions, or series of similar transactions, to
which it or any of its subsidiaries was or is to be a party, in which the
amount involved exceeded $60,000 and in which any promoter or founder or any
member of the immediate family of any of the foregoing persons, had an
interest.
Item 13. Exhibits and Reports on Form 8-K.
Reports on Form 8-K
None.
Exhibit
Exhibits* Number
(i)
Certificate of Ownership and Merger of 2
IFP into the Company
Initial Articles of Incorporation 3.1
Amendment to Articles of Incorporation 3.2
respecting name change
(ii) Where Incorporated
In This Report
Registration Statement on Form S-18 Part I **
Prospectus dated August 26, 1985 Part I **
Current Report on Form 8-K filed on Part I **
February 16, 1987
Certificate respecting reverse split Part I **
* A summary of any Exhibit is modified in its entirety by reference
to the actual Exhibit.
** These documents and related exhibits have previously been filed
with the Securities and Exchange Commission and are incorporated
herein by this reference.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this Report to
be signed on its behalf by the undersigned, thereunto duly authorized.
INTERNATIONAL FIRE PREVENTION, INC.
Date: 8/10/97 By /s/ David C. Merrell
President and Director
Date: 8/10/97 By /s/ Corie Merrell
Secretary/Treasurer 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 Registrant and in the capacities and on the dates indicated:
INTERNATIONAL FIRE PREVENTION, INC.
Date: 8/10/97 By /s/ David C. Merrell
President and Director
Date: 8/10/97 By /s/ Corie Merrell
Secretary/Treasurer and Director
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
PRITCHETT, SILER & HARDY, P.C. [letterhead]
CERTIFIED PUBLIC ACCOUNTANTS
430 EAST 400 SOUTH
SALT LAKE CITY, UTAH 84111
(801) 328-2727 - FAX (801) 328-1123
INDEPENDENT AUDITORS' REPORT
Board of Directors
INTERNATIONAL FIRE PREVENTION, INC.
Indian Wells, California
We have audited the accompanying balance sheet of International Fire
Prevention, Inc. [a development stage company] at December 31, 1996 and 1995,
and the related statements of operations, stockholders' equity (deficit) and
cash flows for the years ended December 31, 1996 and 1995 and for the
cumulative period from December 31, 1995 through December 31, 1996. 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.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion and based on the opinions of other auditors, the financial
statements audited by us present fairly, in all material respects, the
financial position of International Fire Prevention, Inc. as of December 31,
1996 and 1995, and the results of its operations and its cash flows for the
years ended December 31, 1996 and 1995, and for the cumulative period from
December 31, 1995 through December 31, 1996 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 8 to the financial
statements, the Company has no on-going operations, has incurred substantial
losses and has liabilities in excess of assets resulting in a stockholders'
deficit. These factors raise substantial doubt about its ability to continue
as a going concern. Management's plans in regards to these matters are also
described in Note 8. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.
March 15, 1997
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
BALANCE SHEETS
<CAPTION>
ASSETS
December 31,
1996 1995
<S> <C> <C>
CURRENT ASSETS:
Cash $ - $ -
Total Current Assets - -
$ - $ -
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable $ 11,650 $ 10,400
Payable to related parties 1,930 515
Total Current Liabilities 13,580 10,915
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock, $.001 per value, 100,000,000
shares authorized, 10,821,500 shares issued
and outstanding at December 31, 1996 and 1995 10,821 10,821
Capital in excess of par value 191,080 191,080
Retained earnings (deficit) (212,816) (212,816)
Deficit accumulated during the development stage (2,665) -
Total Stockholders' Equity (Deficit) (13,580) (10,915)
$ - $ -
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
STATEMENTS OF OPERATIONS
<CAPTION>
Cumulative
From
For the Years Ended December 31,
December 31, 1995 through
December 31,
1996 1995 1996
<S> <C> <C> <C>
REVENUE:
Sales $ - $ - $ -
Total Revenue - - -
EXPENSES:
General and administrative 2,665 2,024 2,665
Total Expenses 2,665 2,024 2,665
LOSS FROM OPERATIONS (2,665) (2,024) (2,665)
CURRENT INCOME TAX - - -
DEFERRED INCOME TAX - - -
NET LOSS $ (2,665) $ (2,024) $ (2,665)
LOSS PER SHARE $ (.00) $ (.00) $ (.00)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FROM DECEMBER 31, 1994 THROUGH DECEMBER 31, 1996
<CAPTION>
(Deficit)
Earnings
Accumulated
Common Stock Capital in Retained During the
Excess of Earnings Development
Shares Amount Par Value (Deficit) Stage
<S> <C> <C> <C> <C> <C>
BALANCE,
December 31, 1994 10,821,500 $ 10,821 $191,080 $(210,792) $ -
Net loss for the
period ended
December 31
1995 - - - (2,024) -
BALANCE,
December 31, 1995 10,821,500 10,821 191,080 (212,816) -
Net loss for the
period ended
December 31,
1996 - - - - (2,665)
BALANCE,
December 31, 1996 10,821,500 $ 10,821 $191,080 $(212,816) $ (2,665)
</TABLE>
The accompanying notes are an integral part of these financial statements.
<TABLE>
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<CAPTION>
Cumulative
From
For the Years Ended December 31,
December 31, 1995 through
December 31,
1996 1995 1996
<S> <C> <C> <C>
Cash Flows to Operating Activities:
Net income (loss) $ (2,665) $ (2,024) $ (2,665)
Adjustments to reconcile net loss to
net cash used by operating activities:
Changes in assets and liabilities:
Increase (decrease) in accounts
payable 1,250 2,000 1,250
Increase (decrease) in Payable
to related party 1,415 24 1,415
Net Cash Flows to Operating
Activities - - -
Cash Flows to Investing Activities:
Proceeds from sale of property
and equipment - - -
Net Cash to Investing Activities - - -
Cash Flows from Financing Activities:
Proceeds from notes payable - - -
Proceeds from shareholder advances - - -
Net Cash from Financing Activities - - -
Net Cash Flow Activity - - -
Cash at Beginning of the Year - - -
Cash at End of the Year $ - $ - $ -
</TABLE>
Supplemental Disclosures of Cash
Flow Information:
None
Supplemental Schedule of Noncash Investing and Financial Activities:
None
The accompanying notes are an integral part of these financial statements.
INTERNATIONAL FIRE PREVENTION, INC.
[A Development Stage Company]
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of Nevada
as Conference Capital Corp. on December 14, 1984. The Company raised $100,000
through a public stock offering which was registered with the Securities and
Exchange Commission on Form S- 18. During 1987 the Company entered into a
business acquisition with International Fire Prevention ("IFP") wherein IFP
became a wholly-owned subsidiary of the Company. The operations of IFP were
not successful and the Company became dormant in approximately 1988. The
Company has been inactive since that time and also had its corporate charters
canceled. During 1996, the Company was re-instated with the State of Nevada
and is currently in good standing. The Company is considered to have
re-entered into a new development stage during 1996. The Company is presently
an
inactive shell pursuing a suitable business opportunity. Any transaction with
an operating company will likely be structured similar to a reverse
acquisition in which a controlling interest in the Company will be acquired by
the successor operation. In such a transaction, the shareholders of the
Company will likely own a minority interest in the combined company after the
acquisition, and present management of the Company will likely resign and be
replaced by the principals of the operating company. This type of transaction
will leave the current shareholders with only a small minority voice in the
operating business and their interest may be insufficient to control any seats
of the board of directors or to have any substantial voice in other corporate
transactions.
Development Stage - The Company is considered a development stage company as
defined in SFAS No. 7. Consequently, cumulative numbers have been provided
from December 31, 1995 forward to reflect the Company re-entering into
development stage during 1996.
Accounting Estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that effect the reported amounts of assets and
liabilities, the disclosures of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimated
by management.
Loss Per Share - The computation of loss per share of common stock is based on
the weighted average number of shares outstanding during the periods
presented.
Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers all highly liquid debt investments purchased with a maturity
of three months or less to be cash equivalents.
Income Taxes - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" which requires the liability approach for the effect of income taxes.
NOTE 2 - PAYABLE TO RELATED PARTY
An officer and director of the Company has periodically advanced funds to the
Company or paid expenses on behalf of the Company. These advances are
non-interest bearing and are due upon demand. The unpaid advances amounted to
$1,930 and $515 as of December 31, 1996 and 1995, respectively. [See Note 4]
NOTE 3 - CAPITAL STOCK
Common Stock - During 1985 in connection with its organization the Company
issued 5,000,000 shares of its previously authorized, but unissued common
stock for cash of $5,000.
During 1985, the Company issued 500,000 shares of common stock pursuant to a
public offering for cash of $100,000. Stock offerings costs of $35,030 were
deducted from the proceeds.
During the years ended 1985 and 1986 the Company issued 321,500 additional
shares of common stock, upon exercise of warrants at $.40 per share for total
proceeds of $128,931.
During 1987 the Company issued 5,000,000 shares of common stock in connection
with an acquisition agreement with IFP.
NOTE 4 - RELATED PARTY TRANSACTIONS
Payables to Related Party - At December 31, 1996 and 1995 the Company had
$1,930 and $515 in related party payables. Total advances made during 1996 and
1995 were $1,415 and $24 respectively.
Office Space - The Company currently has no operations and has not had a need
to rent office space. An officer of the Company is allowing the Company to use
his address, as needed, on a rent free basis.
NOTE 5 - INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109 "Accounting for Income Taxes" which
requires the liability approach for the effect of income taxes.
The Company has available at December 31, 1996 unused operating loss
carryforwards of approximately $13,000, which may be applied against future
taxable income and which expire in various years through 2011. If certain
substantial changes in the Company's ownership should occur, there could be an
annual limitation on the amount of net operating loss carryforward which can
be utilized. The amount of and ultimate realization of the benefits from the
operating loss carryforwards for income tax purposes is dependent, in part,
upon the tax laws in effect, the future earnings of the Company, and other
future events, the effects of which cannot be determined. Because of the
uncertainty surrounding the realization of the loss carryforwards the Company
has established a valuation allowance equal to the tax effect of the loss
carryforwards (approximately $4,500) at December 31, 1996 and, therefore, no
deferred tax asset has been recognized for the loss carryforwards. The change
in the valuation allowance is equal lo the tax effect of the current period's
net loss (approximately $900 for 1996).
NOTE 6 - RETAINED EARNINGS (DEFICIT)
When the Company discontinued its previous operations and became inactive
(approximately 1987-1988) many of the Company's records were lost or not
maintained. Current management has made a search for any assets, potential
liabilities and accounting records related to the Company and its previous
operations. Management has used the last available financial statements of the
Company (prior to going inactive) to calculate its retained earnings
(deficit). The financial statements used by management included an audited
financial statement for the year ended December 31, 1986 and an unaudited
interim statement for the nine months ended September 30, 1987. All assets and
liabilities which existed at those times were written off resulting in a
deficit of $201,901. Expenses incurred from that time until 1996, ($10,915)
when the Company re-entered into a development stage, have also been included
in retained earnings (deficit) resulting in a balance of $212,816 at December
31, 1995. The balance sheet category "Deficit accumulated during the
development stage" includes the activity for the year 1996.
NOTE 7 - CONTINGENCIES
During 1987 and 1988, the Company discontinued all of its operations and those
of its subsidiary. Management believes that the Company is not liable for any
existing liabilities related to its former operations and those of its
subsidiary but the possibility exists that creditors and others seeking relief
from the subsidiary may also include the Company in claims and suits pursuant
to the parent subsidiary relationship which existed between the Company and
its subsidiary. The Company is not currently named in any such suits nor is it
aware of any such suits against its former subsidiary. It is the belief of
Management and their Counsel that the Company would be successful in defending
against any such claims and that no material negative impact on the financial
position of the Company would occur. Management and Counsel further believe
that with the passage of time the likelihood of any such claims being raised
is becoming more remote and that various Statutes of Limitations should
provide adequate defenses for the Company. Consequently, the financial
statements do not reflect any accruals or allowances for any such claims.
NOTE 8 - GOING CONCERN
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles which contemplate continuation of the
Company as a going concern. However, the Company has no current operations,
has incurred significant losses the past few years and has liabilities in
excess of assets resulting in a stockholders' deficit. This raises substantial
doubt about the ability of the Company to continue as a going concern. In this
regard, management is proposing to raise additional funds through loans and
/or through additional sales of its common stock which funds will be used to
assist in establishing on-going operations or through a business acquisition.
There is no assurance that the Company will be successful in raising this
additional capital or achieving profitable operations. The financial
statements do not include any adjustments that might result from the outcome
of these uncertainties.
CERTIFICATE OF OWNERSHIP AND MERGER
MERGING
INTERNATIONAL FIRE PREVENTION, INC.,
A CALIFORNIA CORPORATION
INTO
INTERNATIONAL FIRE PREVENTION, INC.,
A NEVADA CORPORATION
INTERNATIONAL FIRE PREVENTION, INC., a corporation organized and
existing under the laws of the State of Nevada,
DOES HEREBY CERTIFY:
FIRST: That this corporation was incorporated on the 14th day of
December, 1984, pursuant to the General Corporation Law of the State of
Nevada.
SECOND: That this corporation owns all of the outstanding shares
of the stock of International Fire Prevention, Inc., a corporation
incorporated on the 13th day of May, 1986, pursuant to the General Corporation
Law of the State of California.
THIRD: That this corporation, by the following resolutions of its
Board of Directors, duly adopted by the unanimous written consent of its
members dated May 29, 1987, filed with the minutes of the Board, determined to
and did merge into itself said International Fire Prevention, Inc., a
California corporation:
RESOLVED, that this corporation, INTERNATIONAL FIRE PREVENTION,
INC., a Nevada corporation, merge, and it hereby does merge into
itself International Fire Prevention, Inc., a California
corporation, and assumes all of its obligations.
FURTHER, RESOLVED, that the merger shall be effective upon the
date of filing with the Secretary of State of Nevada.
RESOLVED FURTHER that the proper officers of this corporation be
and they hereby are directed to make and execute a Certificate of
Ownership and Merger setting forth a copy of the resolutions to
merge said International Fire Prevention, Inc., a California
corporation, and assume its liabilities and obligations, and the
date of adoption thereof, and to cause the same to be filed with
the Secretary of State of Nevada and the Secretary of State of
California and to do all acts and things whatsoever, whether
within or without the State of Nevada, which may be in anywise
necessary or proper to effect said merger.
FOURTH: The surviving corporation agrees that it may be served
with process in the State of Nevada in any proceeding for enforcement of any
obligation of International Fire Prevention, Inc., a California corporation,
as well as for enforcement of any obligation of the surviving corporation
arising from the merger, including any suit or other proceeding to enforce the
right of any stockholder as determined in appraisal proceedings pursuant to
the provisions of Section 78.510 of the Nevada Revised Statutes and it does
hereby irrevocably appoint the Secretary of State of Nevada as its agent to
accept service of process in any such suit or other proceeding. the address
to which a copy of such process shall be mailed by the Secretary of State of
Nevada is 1887 O'Toole, Suite C106, San Jose, California 95131, until the
surviving corporation shall have hereafter designated in writing to the said
Secretary of State a different address for such purpose. Service of such
process shall be made by personally delivering to and leaving with the
Secretary of State duplicate copies of such process, one of which copies the
Secretary of State of Nevada shall forthwith send by registered mail to said
International Fire Prevention, Inc., a Nevada corporation, at the above
address.
IN WITNESS WHEREOF, said INTERNATIONAL FIRE PREVENTION, INC., a
Nevada corporation has caused this Certificate to be signed by its President
and by its Secretary, this 3rd day of June, 1987.
INTERNATIONAL FIRE PREVENTION, INC.,
a Nevada corporation
By /s/ John T. Noah, President
By /s/ Gerald L. Wheeler, Secretary
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On June 3, 1987, personally appeared before me, a Notary Public,
John T. Noah, President of International Fire Prevention, Inc., a Nevada
corporation, who acknowledged that he executed the above instrument.
/s/ Anita S. Kosmerl
Notary Public
(Seal)
ARTICLES OF INCORPORATION
CONFERENCE CAPITAL CORP.
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 "Conference Capital
Corp.
Article II
Registered Office and Agent: The address of the
Corporation's principal office is 2030 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 hereafter
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 indebtedness.
3. To purchase or otherwise acquire, own, hold, lease, sell,
exchange, assign, transfer, mortgage, pledge, or otherwise dispose of, to
guaranty, to invest, trade, and deal in and with personal property of 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 amount 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 wherever
organized including this corporation, within such limits as may be provided by
law, and while owner of any such stocks or other 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 acquire, own, hold, lease, sell,
exchange, assign, transfer, 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 any and all other powers 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 enumerated 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 authority to issue is 100,000,000 shares at a par value of $0.001
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
held at such place within or without the State of Nevada as may be provided by
the Bylaws 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 meeting.
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 $1,000.00 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
shall be necessary to constitute a quorum; and when 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 or 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 election, the
Directors shall meet and elect a President, Vice President, Secretary and
Treasurer.
Term of Office: The term of office and 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.
Renewal 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 Corporation, the remaining directors or
director of the Company, even though 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 person 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
Amendment: 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
Bylaws: The Board of Directors of the Corporation shall
have authority to adopt such Bylaws as in their judgment may be deemed
necessary or advisable for the management and transaction of the business of
the Corporation provided that such Bylaws are not in conflict with these
Articles of Incorporation or the Constitution of the State of Nevada.
IN WITNESS WHEREOF, the undersigned incorporators have hereunto
affixed their signatures at Salt Lake City, Utah this 6th day of December,
1984.
/s/ Shirrell W. Hughes
/s/ Kurtis D. Hughes
/s/ Catherine J. Leaututu
STATE OF UTAH )
) ss
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/ Kellie Humes
Notary Public, Residing in
Salt Lake County
7/26/87
Commission Expires
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
CONFERENCE CAPITAL CORP., a corporation organized under the laws
of the State of Nevada, by its President and Secretary does hereby certify:
1. That the Board of Directors of said Corporation at a meeting
duly convened and held on the 1st day of May, 1987, passed a resolution
declaring that the following change and amendment in the Articles of
incorporation is advisable.
RESOLVED, that Article I of said Articles of Incorporation
be amended to read as follows: "Name: The name of this
Corporation is INTERNATIONAL FIRE PREVENTION, INC."
2. That the number of shares of the Corporation outstanding and
entitled to vote on an amendment to the Articles of Incorporation is
10,821,500 shares of Common Stock; that the said change and amendment ha been
consented to and authorized by the vote of stockholders holding at least a
majority of the Common Stock outstanding and entitled to vote thereon at a
shareholders' meeting duly convened and held on May 1, 1987.
IN WITNESS WHEREOF, the said Conference Capital Corp. has caused
this certificate to be signed by its President and its Secretary and its
corporate seal to be hereto affixed this 1st day of May, 1987.
CONFERENCE CAPITAL CORP.
By /s/ John T. Noah, President
By /s/ Gerald L. Wheeler, Secretary
(Seal)
STATE OF CALIFORNIA )
) ss
COUNTY OF ORANGE )
On May 1, 1987, personally appeared before me, a Notary Public,
John T. Noah and Gerald L. Wheeler, who acknowledged that they executed the
above instrument.
/s/ Anita S. Kosmerl
Notary Public
(Seal)
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