SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-QSB
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended December 31, 1999 Commission File No. 0-15148
NEWBRIDGE CAPITAL, INC.
(Formerly Scientific NRG, Incorporated)
(Exact name of registrant as specified in its charter)
Nevada 33-0877143
(State or other jurisdiction (I.R.S. Employer Indentification Number)
of incorporation or organization)
4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
(Address of principal executive offices) (Zip Code)
(949) 833-2094
(Registrant's telephone number, including area code)
Scientific NRG, Incorporated
(Former Name, if Changed Since Last Report)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of February 14, 2000, there were 3,202,390 shares of the Registrant's no
par value common stock issued and outstanding.
[H:\NBRG\10-qsb\123199.qsb-4.wpd]
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
INDEX
Page
PART I
Item 1. Financial Statements
Balance Sheet - December 31, 1999....................................1
Statements of Operations - Six Months and Three Months Ended
December 31, 1999 and 1998........................................2
Statements of Stockholders' Equity (Deficit) - Six Months Ended
December 31, 1999.................................................3
Statements of Cash Flows - Six Months Ended
December 31, 1999 and 1998........................................4
Notes to Financial Statements........................................5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations........................8
PART II
Item 1. Legal Proceedings....................................................9
Item 2. Changes In Securities................................................9
Item 3. Defaults Upon Senior Securities......................................9
Item 4. Submission of Matters to a Vote of Security Holders..................9
Item 5. Other Information....................................................9
Item 6. Exhibits and Reports on Form 8-K.....................................9
Signatures..........................................................10
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
Balance Sheet
As of December 31, 1999 (Unaudited)
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Current assets:
Cash $ 971,422
Marketable securities 1,061,556
Receivables from affiliates 74,464
Other current assets 28,601
Total current assets 2,136,043
Investments, at cost 629,323
Investment in NuOasis Resorts, Inc.
Convertible Preferred Stock, at cost 8,000,000
Property and equipment, net 31,363
$ 10,796,729
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 17,638
Income taxes payable 207,336
Total current liabilities 224,974
Stockholders' equity:
Common stock, $.001 par value; 75,000,000 shares authorized;
3,202,290 shares issued and outstanding 3,202
Preferred stock, $.001 par value; 25,000,000 shares authorized;
none issued and outstanding -
Additional paid-in capital 14,107,216
Accumulated deficit (3,538,663)
Total stockholders' equity 10,571,755
$ 10,796,729
</TABLE>
See accompanying notes to these financial statements
1
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
Statements of Operations
For the Six Months and Three Months Ended
December 31, 1999 and 1998 (Unaudited)
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
September 30, December 31,
1999 1998 1999 1998
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net Sales $ - $ 173,587 $ - $ 244,239
Cost of Sales - 105,235 - 138,703
Gross Profit - 68,352 - 105,536
Operating expenses:
General and administrative 93,652 38,742 179,993 102,022
Total operating expenses 93,652 38,742 179,993 102,022
Other (income):
Gain of sale of marketable securities (868,003) - (868,003) -
Interest Income (3,110) - (3,110) -
Total other (income) (871,113) - (871,113) -
Net income (loss) before income
taxes 777,461 29,610 691,120 3,514
Income tax provision 207,336 - 207,336 -
Net income (loss) $ 570,125 $ 29,610 $ 483,784 $ 3,514
Net income (loss) per common share:
Basic $ .18 $ (.05)$ .15 $ (.01)
Diluted $ .18 $ (.05)$ .15 $ (.01)
Weighted common
shares outstanding 3,202,390 558,676 3,202,390 558,616
</TABLE>
See accompanying notes to these financial statements
2
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Six Months Ended December 31, 1999
<TABLE>
<CAPTION>
Common Stock Additional Unrealized Stockholders
Paid-in Loss on Accumulated Equity
Shares Amount Capital Marketable Deficit (Deficit)
Securities
------ ------ -------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balance, June 30, 1999 3,172,390 $ 3,172 $14,089,246 - $(4,022,447) $10,069,971
Common stock issued in
connection with services
rendered 30,000 30 17,970 - - 18,000
Net Loss - - - - (86,341) (86,341)
Unrealized loss on
marketable securities - - - (164,978) - (164,978)
Balance, Sep. 30, 1999 3,202,390 $ 3,202 $14,107,216 $ (164,978) $(4,108,788) $ 9,836,652
Net income - - - - 570,125 570,125
Change in unrealized loss on
marketable securities - - - 164,978 - 164,978
3,202,390 $ 3,202 $14,107,216 $ - $ (3538,663) $10,571,755
</TABLE>
See accompanying notes to financial statement
3
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
Statements of Cash Flows
For the Three Months Ended December 31, 1999 and 1998 (Unaudited)
<TABLE>
<CAPTION>
<S> <C> <C>
Six Months
Ended December 31,
1999 1998
---------- ------
Cash flows from operating activities:
Net Income (loss) $ 570,125 $ 3,514
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation - 882
Common stock issued for services rendered 18,000 77,613
Changes in operating assets and liabilities:
(Increase) in inventories - (12,480)
Decrease in other assets - (45,215)
Increase (decrease) in accounts payable and
accrued expenses 82,987 (23,931)
Increase (decrease) in other liabilities (45,436) -
Net cash provided by (used in) operating activities 625,677 (383)
Cash flows from investing activities:
Sale of marketable securities 943,003 -
Gain on sale of marketable securities (868,003) -
Investment in Atlantic Pacific (109,649) -
Payments and exchange of Notes Receivable 378,736 -
Net cash provided by investing activities 344,088 -
Net increase (decrease) in cash $ 969,763 (383)
Cash at beginning of period $ 1,659 $14,367
Cash at end of period $ 971,422 $13,984
Non-cash investing and financing activities:
Common stock issued for services rendered $ 18,000 $77,613
</TABLE>
See accompanying notes to these financial statements
4
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS
December 31, 1999
1. ORGANIZATION AND HISTORY
Business and Organization
NewBridge Capital, Inc. (the "Company") was incorporated in the state of
Minnesota in 1983 under the name of Scientific NRG, Inc. The Company
historically designed, manufactured and marketed custom energy efficient
lighting products utilizing compact fluorescent lamp technology primarily within
the United States. The principal products were energy efficient, compact
fluorescent downlight fixtures primarily for the downlight canister retrofit
market.
On August 15, 1998, the Company's Board of Directors approved the sale of
the Company's downlight business, which constitutes substantially all of the
Company's assets and operations. On June 29, 1999, the Company completed the
sale of its downlight business which included substantially all of the Company's
assets and operations.
Effective June 30, 1999, the Company consummated an asset purchase
agreement with NuVen Capital L.P. ("NuVen"), which resulted in the Company
acquiring certain assets of NuVen, in exchange for 22,344,652 shares of the
Company's common stock valued at $10,090,793, based the estimated fair value of
the underlying assets acquired. No liabilities were assumed in this transaction.
The assets obtained by the Company consisted of Series D Convertible Preferred
Stock of NuOasis Resorts, Inc., totaling $8,000,000; certain receivables,
primarily from affiliates, with a net carrying value of $403,200; marketable
securities in affiliates totaling $1,136,556; and other non-current assets
totaling $551,037. As a result of this transaction, NuVen obtained approximately
70% control of the Company. The assets acquired were accounted for at historical
bases similar to a recapitalization.
In January 1999, the Company merged with a newly formed entity, NewBridge
Capital, Inc., a Nevada corporation, thus effecting a change in the corporate
domicile. As part of the merger, each shareholder will receive one share of
NewBridge Capital, Inc. common stock for every ten shares of Scientific NRG,
Inc. common stock. Any fractional shares payable will be paid as a whole share.
All common stock shares have been restated to reflect the exchange of shares.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Going Concern
At December 31, 1999, the Company's operation consisted of managing certain
investments and seeking business opportunities. The Company's plan is to
liquidate or exchange its interests to acquire interests in other ventures and
new opportunities. Management believes that its working capital is sufficient to
meet its working capital requirements for a period of 12 months from the balance
sheet date.
5
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Use of Estimates
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities, and
disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Property and Equipment
The values reflected in its Annual Report on Form 10 KSB for the Company's
fiscal year ended June 30, 1999, are carried forward here at $31,363.
Depreciation for the current year will be taken into consideration at year end.
Earnings (Loss) Per Common Share
Net income (loss) per common share is calculated by dividing net income
(loss) by the weighted average number of shares outstanding during the period.
Common stock equivalents had no effect on earnings per share.
Issuance of Common Stock for Services
On July 14, 1999, the Company issued 30,000 shares of common stock for
services to be rendered in connection with a retainer agreement which commenced
on July 1, 1999 and expiring on June 30, 2000. Such shares were registered by
management of the Company with the Securities and Exchange Commission pursuant
to Form S-8.
Unaudited Interim Financial Statements
The interim financial data as of December 31, 1999, and for the three
months and six months ended December 31, 1999 and 1998, is unaudited; however,
in the opinion of management, the interim data includes all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly and
Company's financial position as of December 31, 1999, and the results of its
operations and cash flows for the three months and six months ended December 31,
1999 and 1998.
6
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999
3. MARKETABLE SECURITIES
In connection with the asset purchase agreement with NuVen, the Company
obtained shares of common stock in affiliated companies of NuVen. Each
investment represents less than 10% of the outstanding common stock of the
investee and each security is nationally quoted on the OTC: Bulletin Board of
the National Association of Securities Dealers. As such, each investment is
accounted for in accordance with the provisions of SFAS No. 115.
Management has classified these investments as available-for-sale based on
its intent to liquidate, or exchange these equity securities for other interests
or operating businesses. In accordance with the provisions of SFAS No. 115,
these equity securities are presented in the accompanying balance sheet as
current assets at their estimated fair values. Management has determined the
fair market value of these investments in accordance with the provisions of SFAS
No. 115. The fair market value at December 31, 1999, of the Marketable
Securities was $2,562,519 with a carrying value of $1,061,556. The fair market
value at February 11, 2000, of these Securities was $1,978,105.
4. RECEIVABLES FROM AFFILIATES
Receivables from affiliates represent non-interest bearing amounts in the
amount of $74,464 from certain affiliated companies.
5. INVESTMENTS AT COST
In connection with the asset purchase agreement, the Company acquired
certain investments in affiliated companies. Included in these investments is an
investment in the Yes license at a cost to NuVen of $389,481. In accordance with
generally accepted accounting principles, the acquisition of the Yes license was
recorded at predecessor basis. The Company also has an interest in 3.5 million
shares of common stock of Yes valued at approximately $0.03 per share for a
total investment at fair market value of $91,382. The Company intends to carry
this investment at cost due to the relatively immaterial amount of the
investment.
Included in investments at cost are investments in the common stock of Hart
and Diversified. The Company acquired 750,000 and 474,085 shares of common stock
of Hart and Diversified, respectively. Currently, there is no market for these
shares and thus, the fair market price per share is not readily determinable. As
such, these investments are recorded in the accompanying financial statements as
of December 31, 1999 at predecessor basis of $7,500 and $31,311 for Hart and
Diversified, respectively.
7
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999
In October 1999, the Company entered into an exchange agreement with
Xplorer, S.A., an unrelated company. In this agreement, the Company exchanged
the uncollected portion of certain receivables from affiliated (described in
Note 1) for 1,274,960 membership units of Atlantic Pacific Trust, LLC.
Currently, there is no market for these units and thus, the fair market price
per unit is not readily determinable. As such, this investment is recorded in
the accompanying financial statements at December 31, 1999, at the basis of
notes receivable exchanged for this investment of $109,649.
6. INVESTMENT IN NuOASIS RESORTS, INC.
In connection with the asset purchase agreement with NuVen, the Company
acquired 19,200,000 shares of NuOasis Resort, Inc., Series D Preferred on June
30, 1999 with a carrying value of $8,000,000. The Company obtained an
independent appraisal of the Series D Preferred at a fair market value of
approximately $10.9 million. Since the Company is required to record the asset
using the predecessor's basis, the Company recorded the investment at
$8,000,000.
In accordance with generally accepted accounting principles, the Series D
Preferred is accounted for under the cost method, since the Company does not
share in the earnings and losses of NuOasis Resorts, Inc., since participation
in earnings and losses is based on the shares of common stock held by an
investor without recognition of securities of the investee which are designated
as common stock equivalents.
8
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Going Concern
The Company has experienced recurring net losses and management's intent is
to continue searching for additional business opportunities. The Company intends
to utilize its asset base as a source of operating capital while continuing to
operate with minimal overhead and key administrative functions provided by
consultants who are compensated in the form of the Company's common stock.
Accordingly, the accompanying financial statements have been presented under the
assumption the Company will continue as a going concern.
Results of Operations
Six Months Ended December 31, 1999 Compared to Six Months
Ended December 31, 1998
There were no operations during the six months ended December 31, 1999 and
as such, there were no revenues or cost of revenues recorded during the current
six months. In the six months ended December 31, 1998, the Company was operating
at minimum levels and the decision was made during this 1999 period by the Board
of Directors to seek other opportunities.
General and administrative expenses was $179,993 in the current six months
compared to $102,022 in the comparable period last year. The change is
attributable to continued services provided by professional consultants and
other advisors.
Quarter Ended December 31, 1999 Compared to Quarter Ended December 31, 1998
General and administrative expenses was $93,652 in the current quarter
compared to $38,742 in the comparable period last year. The change is
attributable to continued services provided by professional consultants and
other advisors.
Liquidity and Capital Resources
As of December 31, 1999, the Company had working capital of $1,911,069 an
increase of $595,335 from June 30, 1999.
The Company had cash balances of approximately $971,422 and $13,984 at
December 31, 1999 and 1998, respectively. The increase in cash balance in 1999
is a direct result of the Company selling certain marketable securities.
The Company's plan is to keep searching for additional sources of capital
and new operating opportunities. In the interim, the Company will utilize its
asset base as a source of funds to sustain operations.
9
<PAGE>
NEWBRIDGE CAPITAL, INC.
(Formerly SCIENTIFIC NRG, INCORPORATED)
NOTES TO FINANCIAL STATEMENTS (Continued)
December 31, 1999
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
There have been no changes since the Company's last report in Item 3,
"Legal Proceedings," of Form 10-KSB.
Item 2. Changes In Securities
In January 1999, the Company merged with a newly formed entity, NewBridge
Capital, Inc., a Nevada corporation, thus effecting a change in the corporate
domicile. As part of the merger, each shareholder will receive one share of
NewBridge Capital, Inc. common stock for every ten shares of Scientific NRG,
Inc. common stock. Any fractional shares payable will be paid as a whole share.
All common stock shares have been restated to reflect the exchange of shares.
Item 3. Defaults Upon Senior Securities
Not Applicable.
Item 4. Submission Of Matters To A Vote Of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits And Reports On Form 8-K
(a) Exhibits:
3.1 Articles of Incorporation of NewBridge Capital, Inc.
3.2 By-laws of NewBridge Capital, Inc.
27 Financial Data Schedule
(b) Form 8-K - None
10
<PAGE>
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.
NewBridge Capital, Inc.
(FormerlySCIENTIFIC NRG, INCORPORATED)
(Registrant)
Date: February 14, 2000 By:/s/ FRED G. LUKE
Fred G. Luke,
President and Principal Accounting Person
11
<PAGE>
EXHIBITS
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
NewBridge Capital Inc.
* * * * *
FIRST: The name of the corporation is NewBridge Capital Inc. SECOND: Its
registered office in the State of Nevada is located at 4001 South Decatur Blvd.,
Las Vegas, Nevada 89103. The name of its resident agent at that address is Fred
Graves Luke. THIRD: The aggregate number of shares of all classes of stock,
which the Corporation shall have authority to issue is One Hundred Million
(100,000,000) of which Seventy Five Million (75,000,000) shares will be
designated $.001 par value common stock ("Common Stock"), and Twenty Five
Million (25,000,000) shares shall be designated $.001 par value preferred stock
("Preferred Stock"). Without further authorization from the shareholders, the
Board of Directors shall have the authority to divide the Common Stock into
separate classes or series with such designations, preferences or other special
rights, or qualifications, limitations or restrictions thereof prior to issuance
of the shares of such series or class of Common Stock, and to forward or reverse
split or divide into separate classes or series such ssues shares of Common
Stock without affecting the total number of shares of Common Stock authorized
hereby, and, further, to divide and issue from time to time any or all of the
Twenty Five Million (25,000,000) shares of such Preferred Stock into one or more
series with such designations, preferences or other special rights, or
qualification, limitations or restrictions thereof, as may be designated by the
Board of Directors, prior to the issuance of such series, and the Board of
Directors is hereby expressly authorized to fix by resolution or resolutions
only and without further action or approval of the corporation's shareholders,
prior to such issuance, such designations, preferences and relative,
participating, optional or other special rights, or qualifications, limitations
or restrictions, including, without limitation the date and times at which, and
the rate, if any, or rates at which dividends on such series of Common Stock or
Preferred Stock shall be paid;
[NEWBRID\MIN:ARTOFINC]
<PAGE>
the rights, if any, of the holders of such class or series of the Common
Stock or Preferred Stock to vote and the manner of voting, except as otherwise
provided by the law, the rights, if any, of the holders of shares of such class
or series of Common Stock or Preferred Stock to convert the same into, or
exchange the same for, other classes of stock of the Corporation, and the terms
and conditions for such conversion or exchange; the redemption price or prices
and the time at which, and the terms and conditions of which, the shares of such
class or series of Common Stock or Preferred Stock may be redeemed; the rights
of the holders of shares of such class or series of Common Stock or Preferred
Stock upon the voluntary or involuntary liquidation, distribution or sale of
assets, dissolution or winding up of the Corporation, and the terms of the
sinking fund or redemption or purchase account, if any, to be provided for such
class or series of Common Stock or Preferred Stock. The designations,
preferences, and relative, participating, optional or other special rights, the
qualifications, limitations or restrictions thereof, of each additional series,
if any, may differ from those of any and all other series already outstanding.
Further, the Board of Directors shall have the power to fix the number of shares
constituting any classes or series and thereafter to increase or decrease the
number of shares of any such class or series subsequent to the issue of shares
of that class or series but not above the number of shares of that class or
series then authorized. FOURTH: The governing Board of this Corporation shall be
known as directors, and the number of directors may from time to time be
increased or decreased in such manner as shall be provided by the by-laws of
this Corporation. The name and address of the first Board of Directors, which
shall be one (1) in number, is as follows:
NAME ADDRESS
Fred G. Luke 4695 MacArthur Court, Suite 530
Newport Beach, California 92660
<PAGE>
FIFTH: The name and address of the incorporator signing the Articles of
Incorporation is as follows:
NAME ADDRESS
Fred G. Luke 4695 MacArthur Court, Suite 530
Newport Beach, California 92660
SIXTH: To the fullest extent permitted by Nevada Revised Statute 78.037 as
the same exists or may hereafter be amended, an officer or director of the
corporation shall not be personally liable to the corporation or its
stockholders for monetary damages due to breach of fiduciary duty as such
officer or director.
SEVENTH: The purpose of this Corporation is to engage in
any lawful act or activity for which a corporation may be organized under the
General Corporation Law of Nevada.
EIGHTH: The following provisions are inserted
for the management of the business and for the conduct of the affairs of the
Corporation, and for further definition, limitation and regulation of the powers
of the Corporation and of its directors and stockholders: (1) The Board of
Directors shall have power without the assent or vote of the stockholders:
(a) To make, alter, amend, change, add to or repeal the by-laws of the
Corporation; to fix and vary the amount of capital or shares of the
Corporation's capital stock to be reserved or issued for any proper purpose; to
authorize and cause to be executed mortgages and liens upon all or any part of
the property of the Corporation; to determine the use and disposition of any
surplus or net profits; and to fix the times for the declaration and payment of
dividends.
(b) To determine from time to time whether, and to what times and
places, and under what conditions the accounts and books of the Corporation
(other than the stock ledger) or any of them, shall be open to the inspection of
the stockholders.
<PAGE>
(2) The directors in their discretion may submit any contract or act for
approval or ratification at any annual meeting of the stockholders or any
meeting of the stockholders called for the purpose of considering any such act
or contract, and any contract or act that shall be approved or be ratified by
the vote of the holders of a majority of the stock of the Corporation which is
represented in person or by proxy at such meeting and entitled to vote thereat
(provided that a lawful quorum of stockholders be there represented in person or
by proxy) shall be as valid and as binding upon the Corporation and upon all the
stockholders as though it has been approved or ratified by every stockholder of
the Corporation, whether or not the contract or act would otherwise be open to
legal attack because of directors' interest, or for any other reason.
(3) Inaddition to the powers and authorities hereinbefore or by statute
expressly conferred upon them, the directors are hereby empowered to exercise
all such powers and do all such acts and things as may be exercised or done by
the Corporation; subject, nevertheless, to the provisions of the statutes of
Nevada, of this certificate, and to any by-laws from time to time made by the
stockholders; provided, however, that no by-laws so made shall invalidate any
prior act of the directors which would have been valid if such by-law had not
been made.
(4) The holders of one-third of the voting power of the shares entitled to
vote at a meeting, represented either in person or by proxy, shall constitute a
quorum for the transaction of business at any regular or special meeting of
shareholders.
(5) Cumulative voting by the shareholders of this Corporation shall not be
permitted in any election of directors.
<PAGE>
IN WITNESS WHEREOF, the undersigned, Fred G. Luke, for the purpose of
forming a corporation pursuant to the General Corporation Law of the State of
Nevada, does make and file these Articles of Incorporation, hereby declaring and
certifying that the facts herein stated are true; and accordingly I have
hereunto set my hand this day of July, 1999.
/s/ Fred G. Luke
Fred G. Luke, President/Secretary
<PAGE>
STATE OF CALIFORNIA )
)
COUNTY OF ORANGE )
I, Joni Sand , Notary Public hereby certify that on the 15th day of July,
1999, personally appeared before me Fred G. Luke, who being by me first duly
sworn, declared that he is the person who signed the foregoing document as
Incorporator, and that the statement therein contained are true.
IN WITNESS WHEREOF, I have hereunto set my hand and seal this 15th day of
July 1999.
My commission expires 10-29-01 .
/s/ Joni Sand
Notary Public
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT
BY RESIDENT AGENT
I, Fred Graves Luke, hereby accept the appointment as Resident Agent of the
above-named corporation.
DATE: July 15, 1999 /s/ Fred Graves Luke
Fred Graves Luke
<PAGE>
EXHIBIT 3.2
NEWBRIDGE CAPITAL, INC.
* * * * *
B Y - L A W S
* * * * *
ARTICLE I
OFFICES
Section 1. The registered office shall be in Las Vegas, Nevada. Section 2.
The corporation may also have offices at such other places both within and
without the State of Nevada as the board of directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section l. All annual meetings of the stockholders shall be held in the
City of Las Vegas, State of Nevada. Special meetings of the stockholders may be
held at such time and place within or without the State of Nevada as shall be
stated in the notice of the meeting, or in a duly executed waiver of notice
thereof. Section 2. Annual meetings of stockholders, commencing with the year
1999, shall be held on November 10th, if not a legal holiday, and if a legal
holiday, then on the next secular day following, at 10:00 A.M., at which they
shall elect by a plurality vote a board of directors, and transact such other
business as may properly be brought before the meeting.
19
<PAGE>
Section 3. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the articles of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stock holders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 4. Notices of meetings shall be in writing and signed by the
president or a vice president, or the secretary, or an assistant secretary, or
by such other person or persons as the directors shall designate. Such notice
shall state the purpose or purposes for which the meeting is called and the time
when and the place where it is to be held. A copy of such notice shall be either
delivered personally to or shall be mailed, postage prepaid, to each stockholder
of record entitled to vote at such meeting not less than ten nor more than sixty
days before such meeting. If mailed, it shall be directed to a stockholder at
his address as it appears upon the records of the corporation and upon such
mailing of any such notice, the service thereof shall be complete, and the time
of the notice shall begin to run from the date upon which such notice is
deposited in the mail for transmission to such stockholder. Personal delivery of
any such notice to any officer of a corporation or association, or to any member
of a partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after delivery
or mailing of the notice of and prior to the holding of the meeting it shall not
be necessary to deliver or mail notice of the meeting to the transferee.
Section 5. Business transacted at any special meeting of stockholders shall
be limited to the purposes stated in the notice.
Section 6. The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the articles of
incorporation. If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented. At such adjourned
<PAGE>
meeting at which a quorum shall be present or represented, any business may
be transacted which might have been transacted at the meeting as originally
notified.
Section 7. When a quorum is present or represented at any meeting, the vote
of the holders of a majority of the stock having voting power present in person
or represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the articles of incorporation a different vote is required in which case such
express provision shall govern and control the decision of such question.
Section 8. Every stockholder of record of the corporation shall be entitled
at each meeting of stockholders to one vote for each share of stock standing in
his name on the books of the corporation.
Section 9. At any meeting of the stockholders, any stockholder may be
represented and vote by a proxy or proxies appointed by an instrument in
writing. In the event that any such instrument in writing shall designate two or
more persons to act as proxies, a majority of such persons present at the
meeting, or, if only one shall be present, then that one shall have and may
exercise all of the powers conferred by such written instrument upon all of the
persons so designated unless the instrument shall otherwise provide. No such
proxy shall be valid after the expiration of six months from the date of its
execution, unless coupled with an interest, or unless the person executing it
specifies therein the length of time for which it is to continue in force, which
in no case shall exceed seven years from the date of its execution. Subject to
the above, any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it or a duly executed proxy bearing a
later date is filed with the secretary of the corporation.
Section 10. Any action, which may be taken by the vote of the stockholders
at a meeting, may be taken without a meeting if authorized by the written
consent of stockholders holding at least a majority of the voting power, unless
the provisions of the statutes or of the articles of incorporation require a
greater proportion of voting power to authorize such action in which case such
greater proportion of written consents shall be required.
<PAGE>
ARTICLE III
DIRECTORS
Section l. The number of directors shall be neither more than 5 nor less
than 3. The number of directors is to be fixed by vote of the shareholders. The
directors shall be elected at the annual meeting of the stockholders, and except
as provided in Section 2 of this article, each director elected shall hold
office until his successor is elected and qualified. Directors need not be
stockholders.
Section 2. Vacancies, including those caused by an increase in the number
of directors, may be filled by a majority of the remaining directors though less
than a quorum. When one or more directors shall give notice of his or their
resignation to the board, effective at a future date, the board shall have power
to fill such vacancy or vacancies to take effect when such resignation or
resignations shall become effective, each director so appointed to hold office
during the remainder of the term of office of the resigning director or
directors.
Section 3. The business of the corporation shall be managed by its board of
directors which may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the articles of incorporation
or by these by-laws directed or required to be exercised or done by the
stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Nevada.
<PAGE>
Section 5. The first meeting of each newly elected board of directors shall
be held at such time and place as shall be fixed by the vote of the stockholders
at the annual meeting and no notice of such meeting shall be necessary to the
newly elected directors in order legally to constitute the meeting, provided a
quorum shall be present. In the event of the failure of the stockholders to fix
the time or place of such first meeting of the newly elected board of directors,
or in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
board of directors, or as shall be specified in a written waiver signed by all
of the directors.
Section 6. Regular meetings of the board of directors may be held without
notice at such time and place as shall from time to time be determined by the
board.
Section 7. Special meetings of the board of directors may be called by the
president or secretary on the written request of one director. Written notice of
special meetings of the board of directors shall be given to each director at
least 3 days before the date of the meeting.
Section 8. A majority of the board of directors, at a meeting duly
assembled, shall be necessary to consti tute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting at
which a quorum is present shall be the act of the board of directors, except as
may be otherwise specifically provided by statute or by the articles of
incorporation. Any action required or permitted to be taken at a meeting of the
directors 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 entitled to vote
with respect to the subject matter thereof.
COMMITTEES OF DIRECTORS
Section 9. The board of directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation, which, to the extent
provided in the resolution, shall have and may exercise the powers of the board
of directors in the
<PAGE>
management of the business and affairs of the corporation, and may have
power to authorize the seal of the corporation to be affixed to all papers on
which the corporation desires to place a seal. Such committee or committees
shall have such name or names as may be determined from time to time by
resolution adopted by the board of directors.
Section 10. The committees shall keep regular minutes of their proceedings
and report the same to the board when required.
COMPENSATION OF DIRECTORS
Section 11. 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. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
ARTICLE IV
NOTICES
Section l. Notices to directors and stockholders shall be in writing and
delivered personally or mailed to the directors or stockholders at their
addresses appearing on the books of the corporation. Notice by mail shall be
deemed to be given at the time when the same shall be mailed. Notice to
directors may also be given by facsimile telecommunication.
<PAGE>
Section 2. Whenever all parties entitled to vote at any meeting, whether of
directors or stockholders, consent, either by a writing on the records of the
meeting or filed with the secretary, or by presence at such meeting and oral
consent entered on the minutes, or by taking part in the deliberations at such
meeting without objection, the doings of such meeting shall be as valid as if
had at a meeting regularly called and noticed, and at such meeting any business
may be transacted which is not excepted from the written consent or to the
consideration of which no objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or of such consent, provided a
quorum was present at such meeting, the proceedings of said meeting may be
ratified and approved and rendered likewise valid and the irregularity or defect
therein waived by a writing signed by all parties having the right to vote at
such meetings; and such consent or approval of stockholders may be by proxy or
attorney, but all such proxies and powers of attorney must be in writing.
Section 3. Whenever any notice whatever is required to be given under the
provisions of the statutes, of the articles of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V
OFFICERS
Section l. The officers of the corporation shall be chosen by the board of
directors and shall be a president, a vice president, a secretary and a
treasurer. Any person may hold two or more offices.
Section 2. The board of directors at its first meeting after each annual
meeting of stockholders shall choose a president, a vice president, a secretary
and a treasurer, none of whom need be a member of the board.
Section 3. The board of directors may appoint additional vice presidents,
and assistant secretaries and assistant treasurers and such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
<PAGE>
Section 4. The salaries of all officers and agents of the corporation shall
be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until their
successors are chosen and qualify. Any officer elected or appointed by the board
of directors may be removed at any time by the affirmative vote of a majority of
the board of directors. Any vacancy occurring in any office of the corporation
by death, resignation, removal or otherwise shall be filled by the board of
directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation, and shall see that all orders and resolutions of the board of
directors are carried into effect. Section 7. He shall execute bonds, mortgages
and other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.
<PAGE>
THE VICE PRESIDENT
Section 8. The vice president shall, in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall
perform such other duties as the board of directors may from time to time
prescribe.
THE SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall keep in safe custody
the seal of the corporation and, when authorized by the board of directors,
affix the same to any instrument requiring it and, when so affixed, it shall be
attested by his signature or by the signature of the treasurer or an assistant
secretary.
THE TREASURER
Section 10. The treasurer shall have the custody of the corporate funds and
securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
<PAGE>
Section 11. He shall disburse the funds of the corporation as may be
ordered by the board of directors taking proper vouchers for such disbursements,
and shall render to the president and the board of directors, at the regular
meetings of the board, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 12. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.
ARTICLE VI
CERTIFICATES OF STOCK
Section l. Every stockholder shall be entitled to have a certificate,
signed by the president or a vice president and the treasurer or an assistant
treasurer, or the secretary or an assistant secretary of the corporation,
certifying the number of shares owned by him in the corporation. If the
corporation is authorized to issue shares of more than one class or more than
one series of any class, there shall be set forth upon the face or back of the
certificate, or the certificate shall have a statement that the corporation will
furnish to any stockholders upon request and without charge, a full or summary
statement of the designations, preferences and relative, participating, optional
or other special rights of the various classes of stock or series thereof and
the qualifications, limitations or restrictions of such rights, and, if the
corporation shall be authorized to issue only special stock, such certificate
shall set forth in full or summarize the rights of the holders of such stock.
<PAGE>
Section 2. Whenever any certificate is countersigned or otherwise
authenticated by a transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents of the corporation may be
printed or lithographed upon such certificate in lieu of the actual signatures.
In case any officer or officers who shall have signed, or whose facsimile
signature or signatures shall have been used on, any such certificate or
certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates shall have been delivered by the corporation, such certificate or
certificates may nevertheless be adopted by the corporation and be issued and
delivered as though the person or persons who signed such certificate or
certificates, or whose facsimile signature or signatures shall have been used
thereon, had not ceased to be an officer or officers of such corporation.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost or destroyed,
upon the making of an affidavit of that fact by the person claiming the
certificate of stock to be lost or destroyed. When authorizing such issue of a
new certificate or certificates, the board of directors may, in its discretion
and as a condition precedent to the issuance thereof, require the owner of such
lost or destroyed certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or give the
corporation a bond in such sum as it may direct as indemnity against any claim
that may be made against the corporation with respect to the certificate alleged
to have been lost or destroyed.
<PAGE>
TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
CLOSING OF TRANSFER BOOKS
Section 5. The directors may prescribe a period not exceeding sixty days
prior to any meeting of the stock holders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than sixty
days prior to the holding of any such meeting as the day as of which
stockholders entitled to notice of and to vote at such meeting shall be
determined; and only stockholders of record on such day shall be entitled to
notice or to vote at such meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Nevada.
<PAGE>
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section l. Dividends upon the capital stock of the corporation, subject to
the provisions of the articles of incorporation, if any, may be declared by the
board of directors at any regular or special meeting pursuant to law. Dividends
may be paid in cash, in property, or in shares of the capital stock, subject to
the provisions of the articles of incorporation.
Section 2. Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserves in the
manner in which it was created.
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate. FISCAL YEAR
Section 4. The fiscal year of the corporation shall be fixed by resolution
of the board of directors.
<PAGE>
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of the
corporation, the year of its incorporation and the words "Corporate Seal,
Nevada."
ARTICLE VIII
AMENDMENTS
Section l. These by-laws may be altered or repealed at any regular meeting
of the stockholders or of the board of directors or at any special meeting of
the stockholders or of the board of directors if notice of such alteration or
repeal be contained in the notice of such special meeting.
I, THE UNDERSIGNED, being the secretary of NewBridge Capital, Inc., DO
HEREBY CERTIFY the foregoing to be the by-laws of said corporation, as adopted
at a meeting of the directors held on the Twenty-sixth day of July, 1999.
/s/ Jon L. Lawver
(Secretary)
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