U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
Under Section 12(b) or 12(g) of the Securities Exchange Act of 1934
PATRIOT INVESTMENT CORPORATION
(Name of Small Business Issuer in its charter)
NEVADA 87-0429748
------ -----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6269 Jamestown Court, Salt Lake City, Utah 84121
- ------------------------------------------ -----
(Address of principal executive Offices) (Zip Code)
Issuer's telephone number: 801-566-6627
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class to be registered
___________________ _______________________________
Securities to be registered under Section 12(g) of the Act:
COMMON
-------
(Title of Class)
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
This Form 10-SB contains certain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. For this
purpose any statements contained in this Form 10-SB that are not statements
of historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as "may," "will," "expect," "believe",
"anticipate," "estimate" or "continue" or comparable terminology are
intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, many of which are not
within the Company's control. These factors include but are not limited to
economic conditions generally and in the industries in which the Company
may participate; competition within the Company's chosen industry,
including competition from much larger competitors; technological advances
and failure by the Company to successfully develop business relationships.
PART I
Item 1. Description of Business.
Patriot Investment Corporation was organized on January 13, 1986 in
the state of Nevada.
The Company has been seeking a business opportunity since its
inception. In 1993, the Company entered into an agreement with Bradley S.
Shepherd in which Mr. Shepherd agreed to become an officer and director of
the Company and use his best efforts to organize and update the books and
records of the Corporation and seek business opportunities for acquisition
or participation by the Company.
The Company intends to seek, investigate, and if warranted, acquire an
interest in a business opportunity. The Company does not propose to
restrict its search for a business opportunity to any particular industry
or geographical area and may, therefore, engage in essentially any business
in any industry. The Company has unrestricted discretion in seeking and
participating in a business opportunity, subject to the availability of
such opportunities, economic conditions and other factors.
The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise
of its business judgment. There is no assurance that the Company will be
able to identify and acquire any business opportunity which will ultimately
prove to be beneficial to the Company and its shareholders.
The activities of the Company are subject to several significant risks
which arise primarily as a result of the fact that the Company has no
specific business and may acquire or participate in a business opportunity
based on the decision of management which will, in all probability, act
without the consent, vote, or approval of the Company's shareholders. The
risks faced by the Company are further increased as a result of its lack of
resources and its inability to provide a prospective business opportunity
with capital.
2
<PAGE>
Reports to Security Holders
Prior to the filing of this registration statement on Form 10, the
Company was not subject to the reporting requirements of Section 13(a) or
15(d) of the Exchange Act. Upon effectiveness of this registration
statement, the Company will file annual and quarterly reports with the
Securities and Exchange Commission ("SEC"). The public may read and copy
any materials filed by the Company with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washingotn, D.C. 20549. The
public may obtain information on the operation of the Public Reference Room
by calling the SEC at 1-800-SEC-0330. The Company is an electronic filer
and the SEC maintains an Internet site that contains reports and other
information regarding the Company which may be viewed at
http://www.sec.gov.
Sources of Opportunities
It is anticipated that business opportunities may be available to the
Company from various sources, including its officers and directors,
professional advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may present unsolicited
proposals.
The Company will seek a potential business opportunity from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business
and professional people. Although the Company does not anticipate engaging
professional firms specializing in business acquisitions or
reorganizations, if management deems it in the best interests of the
Company, such firms may be retained. In some instances, the Company may
publish notices or advertisements seeking a potential business opportunity
in financial or trade publications.
Criteria
The Company will not restrict its search to any particular business,
industry or geographical location. The Company may acquire a business
opportunity or enter into a business in any industry and in any stage of
development. The Company may enter into a business or opportunity
involving a "start up" or new company. The Company may acquire a business
opportunity in various stages of its operation.
In seeking a business venture, the decision of management of the
Company will not be controlled by an attempt to take advantage of an
anticipated or perceived appeal of a specific industry, management group,
or product or industry, but will be based upon the business objective of
seeking long-term capital appreciation in the real value of the Company.
3
<PAGE>
In analyzing prospective business opportunities, management will
consider such matters as the available technical, financial and managerial
resources; working capital and other financial requirements; the history of
operations, if any; prospects for the future; the nature of present and
expected competition; the quality and experience of management services
which may be available and the depth of that management; the potential for
further research, development or exploration; the potential for growth and
expansion; the potential for profit; the perceived public recognition or
acceptance of products, services, trade or service marks, name
identification; and other relevant factors.
To a large extent, a decision to participate in a specific business
opportunity may be made upon management's analysis of the quality of the
other firm's management and personnel, the anticipated acceptability of new
products or marketing concepts, the merit of technological changes, and
numerous other factors which are difficult, if not impossible to analyze
through the application of any objective criteria. In many instances, it
is anticipated that the results of operations of a specific firm may not
necessarily be indicative of the potential for the future because of the
requirement to substantially shift marketing approaches, expand
significantly, change product emphasis, change or substantially augment
management, or other factors.
Generally, the Company will analyze all available factors in the
circumstances and make a determination based upon a composite of available
facts, without reliance upon any single factor as controlling.
Methods of Participation of Acquisition
Specific business opportunities will be reviewed and, on the basis of
that review, the legal structure or method of participation deemed by
management to be suitable will be selected. Such structures and methods
may include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures, other contractual arrangements, and may involve a
reorganization, merger or consolidation transaction. The Company may act
directly or indirectly through an interest in a partnership, corporation,
or other form of organization.
Procedures
As part of the Company's investigation of business opportunities,
officers and directors may meet personally with management and key
personnel of the firm sponsoring the business opportunity, visit and
inspect material facilities, obtain independent analysis or verification of
certain information provided, check references of management and key
personnel, and conduct other reasonable measures.
The Company will generally request that it be provided with written
materials regarding the business opportunity containing such items as a
description of product, service and company history; management resumes;
financial information; available projections with related assumptions upon
which they are based; an explanation of proprietary products and services;
evidence of existing patents, trademarks or service marks or rights
thereto; present and proposed forms of compensation to management; a
description of transactions between the prospective entity and its
affiliates; relevant analysis of risks and competitive conditions; a
financial plan of operation and estimated capital requirements; and other
information deemed relevant.
4
<PAGE>
Competition
The Company expects to encounter substantial competition in its
efforts to acquire a business opportunity. The primary competition is from
other companies organized and funded for similar purposes, small venture
capital partnerships and corporations, small business investment companies
and wealthy individuals.
Employees
The Company does not currently have any employees but relies upon the
efforts of its officers and directors to conduct the business of the
Company.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL STATEMENTS
Plan of Operation
The Company has little cash and has experienced losses from inception.
As of December 31, 1998, the Company had cash of $4,914 on hand. As of
that date, the Company had no outstanding liabilities. The Company has no
material commitments for capital expenditures for the next twelve months.
As of the date of this Form 10-SB, the Company has yet to generate
positive cash flow. Since inception, the Company has primarily financed
its operations through the sale of common stock.
The Company believes that its current cash needs can be met with the
cash on hand for at least the next twelve months. However, should the
Company obtain a business opportunity, it may be necessary to raise
additional capital. This may be accomplished by selling common stock of
the Company.
Management of the Company intends to actively seek business
opportunities for the Company during the next twelve months.
The Year 2000 - Millennium Bug
This concern, known as "The Year 2000" problem or "The Millennium Bug"
is expected to effect a large number of computer systems and programs after
the year 1999. The concern is that any computer function that requires a
date calculation may produce errors or system failures. As a result,
computer systems and/or software used by many companies will need to be
upgraded to comply with "Year 2000" requirements. The Company is presently
evaluating the impact of the Year 2000 issue as it affects its business
operations and interfaces . To date, the Company is unaware of any
situation of noncompliance that would materially adversely effect its
operations or financial condition. There can be no assurance, however,
that instances of noncompliance which could have a material adverse effect
on the Company's operations or financial condition have been identified.
Additionally, there can be no assurance that the systems of other companies
with which the Company transacts business will be corrected on a timely
basis, or that failure by such third party entities to correct a Year 2000
problem, or a correction which is incompatible with the Company's
information systems, would not have a material adverse effect on the
Company's operations or financial condition.
5
<PAGE>
Item 3. Description of Property
The Company does not currently own any property. The Company utilizes
office space in the residence of Bradley S. Shepherd at no cost. Until
such time as the Company pursues a viable business opportunity and
recognizes income, it will not seek independent office space.
Item 4. Security Ownership of Certain Beneficial Owners and Management;
Changes in Control
The following table sets forth as of April 1, 1999, the name and the
number of shares of the Registrant's Common Stock, par value $0.001 per
share, held of record or beneficially by each person who held of record, or
was known by the Registrant to own beneficially, more than 5% of the
20,000,000 issued and outstanding shares of the Registrant's Common Stock,
and the name and shareholdings of each director and of all officers and
directors as a group.
<TABLE>
<CAPTION>
Title of Name and Address of Amount and Nature of
Class Beneficial Owner Beneficial Ownership Percentage of Class
- ---------- ------------------------- -------------------- -------------------
<S> <C> <C> <C>
Common Bradley S. Shepherd (1) 17,990,000 89.95
6169 Jamestown Court
Salt Lake City, UT 84121
Common Todd Gee (1) 200,000 01.00
265 E. Hampton Avenue
Salt Lake City, UT 84111
____________________________________________________________________________________
Common Officers, Directors and 18,190,000 90.95
Nominees as a Group:
2 persons
____________________________________________________________________________________
</TABLE>
(1) Officer and/or directors of the Company.
6
<PAGE>
There are no contracts or other arrangements that could result in a
change of control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The following table sets forth as of April 1, 1999, the name, age, and
position of each executive officer and director and the term of office of
each director of the Corporation.
<TABLE>
<CAPTION>
NAME AGE POSITION DIRECTOR OR OFFICER SINCE
- ------------------- --- -------------- -------------------------
<S> <C> <C> <C>
Bradley S. Shepherd 38 Director, President February, 1993
Secretary/Treasurer
Todd Gee 39 Director February, 1993
</TABLE>
All officers hold their positions at the will of the Board of
Directors. All directors hold their positions for one year or until their
successors are elected and qualified.
Set forth below is certain biographical information regarding each of
the Company's executive officers and directors:
Bradley S. Shepherd, Director, President, Secretary/Treasurer, age
38. Mr. Shepherd is the owner and manger of Shepherd's Allstar Lanes,
Inc., a bowling center, restaurant, and lounge located in West Jordan,
Utah. After managing the business for 3 years, Mr. Shepherd purchased the
business in June of 1993.
Mr. Shepherd also manages and is trustee for the Roger L. Shepherd
Family Trust which owns and leases commercial office and warehouse
buildings and residential properties in the Salt Lake City area.
Mr. Shepherd is the Director, President, Secretary, and Treasurer of
Siclone Industries, Inc., a Delaware corporation. Siclone Industries is a
publicly held company seeking to acquire an interest in a business
opportunity. Mr. Shepherd was appointed by unanimous consent to these
offices on April 15, 1993 by the Board of Directors of the Company.
Todd Gee, Director, age 39. Mr. Gee is the owner and operator of the
Hardwood Flooring Company, a Utah general partnership engaged in the
installation of all types of hardwood flooring. From 1982 to 1984, Mr. Gee
attended the University of Utah.
To the knowledge of management, during the past five years, no present
or former director, executive officer or person nominated to become a
director or an executive officer of the Company:
(1) filed a petition under the federal bankruptcy laws or any state
insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before
the time of such filing, or any corporation or business association of
which he was an executive officer at or within two years before the time of
such filing;
7
<PAGE>
(2) was convicted in a criminal proceeding or named subject of a
pending criminal proceeding (excluding traffic violations or 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 advisor, underwriter, broker or dealer in securities, or as an
affiliate person, director or employee of any investment 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
(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.
Item 6. Executive Compensation.
The following table sets forth certain summary information concerning
the compensation paid or accrued for each of the Registrant's last three
completed fiscal years to the Registrant's or its principal subsidiaries
chief executive officers and each of its other executive officers that
received compensation in excess of $100,000 during such period (as
determined at December 31, 1998, the end of the Registrant's last completed
fiscal year).
8
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
Awards Payouts
Restr- All
Name & Annual Compensation icted Other
Principal Bonus Compen- Stock Options/ LTIP Compen-
Position Year Salary $ sation Award SARs Payout sation
- -------------------- ----- ------- ----- ------ ------ ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Bradley S. Shepherd 1998 -0- -0- -0- -0- -0- -0- -0-
President, Secretary/ 1997 -0- -0- -0- -0- -0- -0- -0-
Treasurer 1996 -0- -0- -0- -0- -0- -0- -0-
</TABLE>
Compensation of Directors
None.
Employment Contracts and Termination of Employment and Change in Control
Arrangements
There are no employment contracts between the Company and any of its
Officers or Directors.
There are no compensatory plans or arrangements, including payments to
be received from the Company, with respect to any person named in Cash
Compensation set out above which would in any way result in payments to any
such person because of his 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 7. Certain Relationships and Related Transactions.
The Company utilizes office space at the residence of Mr. Shepherd to
conducts its activities at no charge to the Company.
Item 8. Description of Securities.
The Company is presently authorized to issue 50,000,00 shares of $.001
par value Common Stock. All Shares, when issued, will be fully paid and
nonassessable. All shares are equal to each other with respect to
liquidation and dividend rights. Holders of voting shares are entitled to
one vote for each share they own at any Shareholders' meeting.
Holders of Shares of Common Stock are entitled to receive such
dividends as may be declared by the Board of Directors out of funds legally
available therefor, and upon liquidation are entitled to participate
pro-rata in a distribution of assets available for such a distribution to
Shareholders. There are no conversion, pre-emptive or other subscription
rights or privileges with respect to any Shares.
The Common Stock of the Company does not have cumulative voting rights
which means that the holders of more than 50% of the voting shares voting
for election of directors may elect all of the directors if they choose to
do so. In such event, the holders of the remaining Shares aggregating less
than 50% will not be able to elect any directors.
9
<PAGE>
The Company is also authorized to issue 10,000,000 shares of preferred
stock, par value $.001 per share. The board of directors, without
shareholder action, and within the limits set forth in the corporate law of
Nevada, have the authority to; (a) designate in whole or in part, the
preferences, limitations and relative rights of any class of shares before
the issuance of any shares of that class; (b) create one or more series
within a class of shares, fix the number of shares of each such series, and
designate, in whole or part, the preferences, limitations, and relative
rights of the series, all before the issuance of any shares of that series;
(c) alter or revoke the preferences, limitations, and relative rights
granted to or imposed upon any wholly unissued class of shares or any
wholly unissued series of any class of shares; or (d) increase or decrease
the number of shares constituting any series, the number of shares of which
was originally fixed by the board of directors, either before or after the
issuance of shares of the series; provided that, the number may not be
decreased below the number of shares of the series then outstanding, or
increased above the total number of authorized shares of the applicable
class of shares available for designation as a part of the series. The
allocation among the series of each class of unlimited voting rights and
the right to receive the net assets of the Corporation upon dissolution,
shall be as designated by the board of directors. Shares of any class of
stock may be issued, without shareholder action, in one or more series as
may from time to time be determined by the board of directors.
The Company has appointed OTC Stock Transfer as the transfer agent and
registrar for the Company's securities.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters.
The Company's common stock is listed on the Over the Counter Bulletin
Board ("OTCBB"), under the symbol "PTRT". As of March 5, 1999, the Company
had 142 shareholders holding 20,000,000 shares of common stock. Of the
issued and outstanding common stock, 1,231,500 are free trading, the
balance are restricted stock as that term is used in Rule 144. The Company
has never declared a dividend on its Common Stock.
10
<PAGE>
<TABLE>
<CAPTION>
CLOSING BID CLOSING ASK
HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
1997
First Quarter 0.1 0.1 .10 .10
Second Quarter 0.1 0.1 .10 .10
Third Quarter 0.1 0.1 .10 .10
Fourth Quarter 0.1 0.1 .10 .10
1998
First Quarter 0.1 0.1 .10 .10
Second Quarter 0.1 0.1 .10 .10
Third Quarter 0.1 0.1 .10 .10
Fourth Quarter 0.1 0.1 .10 .05
</TABLE>
The above quotations, as provided by the National Quotation Bureau,
LLC., represent prices between dealers and do not include retail markup,
markdown or commission. In addition, these quotations do not represent
actual transactions.
The Company has not paid, nor declared, any dividends since its
inception and does not intend to declare any such dividends in the
foreseeable future. The Company's ability to pay dividends is subject to
limitations imposed by Nevada law. Under Nevada law, dividends may be paid
to the extent that the corporation's assets exceed its liabilities and it
is able to pay its debts as they become due in the usual course of
business.
Item 2. Legal Proceedings.
No legal proceedings are threatened or pending against the Company or
any of its officers or directors. Further none of the Company's officers
or directors or affiliates of the Company are parties against the Company
or have any material interests in actions that are adverse to the Company's
interests.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
<TABLE>
<CAPTION>
(a) Date of Sale Title Amount of Securities Sold
<S> <C> <C>
December 1996 Common Stock 2,300,000 shares
December 1997 Common Stock 5,000,000 shares
</TABLE>
(b) The securities were not publicly offered. The securities were
issued to Bradley S. Shepherd, President of the Company in exchange for
cash.
(c) The Company received $2,300 in 1996 and $5,000 in 1997 in
exchange for the shares issued.
11
<PAGE>
(d) The Company relied upon section 4(2) of the Securities Act of
1933 to effect the sale of the shares. All shares were sold in private
transactions not involving any public solicitation or offering.
(f) All proceeds were used for working capital.
Item 5. Indemnification of Directors and Officers.
There are no provisions in the Nevada corporation law or the Articles
of Incorporation of the Registrant requiring the corporation to indemnify
any of the Registrant officers and directors. The articles of
incorporation of the registrant provide for indemnification as follows:
The Corporation shall indemnify any and all persons who may serve
or who have served at any time as Directors of the Corporation, may
serve or any time have served as directors or officers of another
corporation in which the Corporation at such time owned or may own
shares of stock or of which it was or may be a creditor, and their
respective heirs, administrators, successors and assigns, against any
and all expenses, including amounts paid upon judgments, counsel fees
and amounts paid in settlement (before or after suit is commenced),
actually and necessarily by such persons in connection with the
defense or settlement of any claim, action, suit or proceeding in
which they, or any of them, are made parties, or a party, or which may
be asserted against them or any of them, by reason of being or having
been directors or officers of the Corporation, or of such other
corporation, except in relation to matters as to which any such
director of the Corporation, or of such other corporation or former
director or officer or person shall be adjudged in any action, suit or
proceeding to be liable for his own negligence or misconduct in the
performance of his duty. Such indemnification shall be in addition to
any other rights to which those indemnified may be entitled under any
law, by law, agreement, vote of shareholder or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to officers and directors of the
Company pursuant to the provisions of the Company's Certificate of
Incorporation, the Company has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is therefore
unenforceable.
12
<PAGE>
PART F/S
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
INDEX TO FINANCIAL STATEMENTS
Report of Independent Accountants
Balance Sheet as of December 31, 1998 and December 31, 1997
Statements of Operations from the years ended December 31, 1998 and 1997
and for the period from January 13,1986 (inception) to December 31, 1998
Statements of Stockholders' Equity (Deficit) for the period from inception
of January 13, 1986 to December 31, 1998
Statements of Cash Flows for the Years Ended December 31, 1998 and December
31, 1997 and for the Period from January 13, 1986 (Inception) to December
31, 1998
Notes to the Financial Statements
13
<PAGE>
PART III
Item 1. Index and Description of Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Title of Document Location
-------- ---------------------------- -------------
<S> <C> <C>
2.01 Articles of Incorporation See Attached
2.02 Bylaws See Attached
</TABLE>
_______________________________________________________________________
SIGNATURES
_______________________________________________________________________
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf, thereunto duly authorized.
Patriot Investment Corporation
Date: April 12, 1999 By: /s/ Bradley S. Shepherd
------------------------------------
Bradley S. Shepherd
President
Date: April 12, 1999 By: /s/ Bradley S. Shepherd
------------------------------------
Bradley S. Shepherd
Treasurer
14<PAGE>
PART III
Item 1. Index and Description of Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Title of Document Location
-------- ----------------- ------------
<S> <C> <C>
2.01 Articles of Incorporation See Attached
2.02 Bylaws See Attached
</TABLE>
______________________________________________________________________
SIGNATURES
______________________________________________________________________
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its
behalf, thereunto duly authorized.
Patriot Investment Corporation
/S/ Bradley S. Shepard
Date: April 12, 1999 By:------------------------
Bradley S. Shepard
President
/S/ Bradley S. Shepard
Date: April 12, 1999 By:------------------------
Bradley S. Shepherd
Treasurer
14
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
INDEPENDENT AUDITORS' REPORT
AND
FINANCIAL STATEMENTS
December 31, 1998 and 1997
/Letterhead/ Hansen, Barnett & Maxwell
A Professional Corporation
Certified Public Accountants
/End of Letterhead/
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
TABLE OF CONTENTS
Page
Independent Auditors' Report 1
Balance Sheets - December 31, 1998 and 1997 2
Statements of Operations for the Years Ended
December 31, 1998 and 1997 and for the Period from
January 13, 1986 (Inception) to December 31, 1998 3
Statement of Stockholders' Equity (Deficit) for the
Period From Inception of the Development Stage
January 13, 1986 Through December 31, 1998 4 - 6
Statements of Cash Flows for the Years Ended
December 31, 1998 and 1997 and for the Period from
January 13, 1986 (Inception) to December 31, 1998 7
Notes to the Financial Statements 8
_________________
<PAGE>
/Letterhead/
HANSEN, BARNETT & MAXWELL
A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
(801) 532-2200
Member of AICPA Division of Firms Fax (801) 532-7944
Member of SECPS 345 East Broadway, Suite 200
Member of Summit International Associates Salt Lake City, Utah 84111-2693
/End of Letterhead/
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Patriot Investment Corporation
We have audited the accompanying balance sheets of Patriot Investment
Corporation (a development stage company) as of December 31, 1998 and 1997,
and the related statements of operations, stockholders' equity (deficit),
and cash flows for the years then ended and for that portion of the
cumulative period from January 1, 1994 through December 31, 1998. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits. The financial statements of Patriot Investment
Corporation for the period from inception on January 13, 1986 through
December 31, 1993 were audited by other auditors whose report dated January
15, 1995, expressed an unqualified opinion with an explanatory paragraph
describing conditions that raised substantial doubt about its ability to
continue as a going concern on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free
of material 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 audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Patriot Investment
Corporation as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended and for the years
ended December 31, 1998 and 1997 included in the period from inception on
January 13, 1986 through December 31, 1998 in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has little cash and has experienced
losses from inception that raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
February 4, 1999
1
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
BALANCE SHEETS
DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
ASSETS
1998 1997
----------- -----------
<S> <C> <C>
Current Assets (cash) $ 4,914 $ 5,989
----------- -----------
Total Assets $ 4,914 $ 5,989
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities $ - $ -
----------- -----------
Total Liabilities - -
----------- -----------
Stockholders' Equity
Stock authorized 50,000,000 common shares
and 10,000,000 preferred shares at $0.001 par
value; 20,000,000 common shares issued
and outstanding, and no preferred shares
issued and outstanding $ 20,000 $ 20,000
Additional paid in capital 141,376 141,376
Deficit accumulated during development stage (156,462) (155,387)
----------- -----------
Total Stockholders' Equity 4,914 5,989
----------- -----------
Total Liabilities and Stockholders' Equity $ 4,914 $ 5,989
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
2
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE PERIOD FROM JANUARY 13, 1986 (INCEPTION)
TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
From Inception
On January 13,
1986 Through
December 31,
1998 1997 1998
----------- ----------- -----------
<S> <C> <C> <C>
Revenue $ - $ - $ -
Expenses 1,075 850 12,986
Loss From Discontinued Operations - - 143,476
----------- ----------- -----------
Net Loss $ (1,075) $ (850) $ (156,462)
=========== =========== ===========
Basic Loss Per Share $ (0.00) $ (0.00) $ (0.03)
=========== =========== ===========
Weighted Average Shares Outstanding 20,000,000 20,000,000 6,590,927
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE
JANUARY 13, 1986 THROUGH DECEMBER 31, 1998
<TABLE>
<CAPTION> Deficit
Accumulated
Common Shares AdditionalDuring the
---------------------- Paid-InDevelopment
Shares Amount Capital Stage
------------ --------- ---------- -----------
<S> <C> <C> <C> <C>
Balance at Inception
on January 13, 1986 - $ - $ - $ -
Issuance of 600,000 shares to
the officers and directors
for cash at $0.025 per share 600,000 600 14,400 -
Issuance of 1,500,000 shares
of common stock to the public
for $0.10 per share 1,500,000 1,500 148,500 -
Less deferred stock offering costs - - (21,524) -
Issuance of 5,000,000 shares
of common stock to officer for
cash, December 30, 1993, $.001
per share 5,000,000 5,000 - -
Issuance of 1,000,000 shares
common stock to officer for
cash, July 27, 1995, $.001
per share 1,000,000 1,000 - -
Issuance 100,000 shares of
common stock to officer for
cash, November 1, 1995,
$.001 per share 100,000 100 - -
Issuance of 1,250,000 shares
of common stock to officer
for cash, December 12, 1995,
$.001 per share 1,250,000 1,250 - -
Issuance of 1,750,000 shares
of common stock to officer
for cash, December 29, 1995,
$.001 per share 1,750,000 1,750 - -
Issuance of 1,500,000 shares
common stock to officer for
cash, December 28, 1995,
$.001 per share 1,500,000 1,500 - -
Net loss from inception
(January 13,1986) through
December 31, 1995 - - - (152,572)
------------ --------- ---------- -----------
Balance - December 31, 1995 12,700,000 12,700 141,376 (152,572)
</TABLE>
The accompanyingnotes are an integral part of these finacial statements
4<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM INCEPTION OF THE DEVELOPMENT STAGE
JANUARY 13, 1986 THROUGH DECEMBER 31, 1998
(CONTINUED)
<TABLE>
<CAPTION>
Deficit
Accumulated
Additional During the
Common Shares Paid-In Development
Shares Amount Capital Stage
------------ --------- ---------- -----------
<S> <C> <C> <C> <C>
Balance Forward 12,700,000 $ 12,700 $ 141,376 $(152,572)
Issuance of 2,300,000
shares common stock to
officer for cash, December
31, 1996, $.001 per share 2,300,000 2,300 - -
Net loss for the year ended
December 31, 1996 - - - (1,965)
------------ --------- ---------- -----------
Balance - December 31, 1996 15,000,000 15,000 141,376 (154,537)
Issuance of 5,000,000 shares
common stock to officer for
cash, December 31, 1997,
$.001 per share 5,000,000 5,000 - -
Net loss for the year ended
December 31, 1997 - - - (850)
------------ --------- ---------- -----------
Balance - December 31, 1997 20,000,000 20,000 141,376 (155,387)
Net loss for the year ended
December 31, 1998 - - - (1,075)
------------ --------- ---------- -----------
Balance - December 31, 1998 20,000,000 $ 20,000 $ 141,376 $(156,462)
=========== ========= ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
5<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
AND FOR THE PERIOD FROM JANUARY 13, 1986 (INCEPTION)
TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
From Inception
On January
13, 1986
Through
December
1998 1997 31, 1998
----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net loss $ (1,075) $ (850) $ (156,462)
----------- ----------- -----------
Net Cash Used by Operating
Activities (1,075) (850) (156,462)
----------- ----------- -----------
Cash Flows from Financing Activities
Proceeds from issuance of
common stock - 5,000 161,376
----------- ----------- -----------
Net Cash Provided by
Financing Activities - 5,000 161,376
----------- ----------- -----------
Net Increase (Decrease) in Cash (1,075) 4,150 4,914
Cash, Beginning of Year 5,989 1,839 -
----------- ----------- -----------
Cash, End of Year $ 4,914 $ 5,989 $ 4,914
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements
6<PAGE>
PATRIOT INVESTMENT CORPORATION
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The financial statements presented are those of
PatriotInvestment Corporation (a development stage company). The Company
was incorporated under the laws of the State of Nevada on January 13, 1986.
The Company was incorporated for the purpose of providing a vehicle which
could be used to raise capital and seek business opportunities believed to
hold a potential for profit. The Company has not presently identified a
specific business area of direction that it will follow. Therefore, no
principal operations have yet begun.
Cash and Cash Equivalents - Cash equivalents include highly liquid
short-term investments with original maturities of three months or less,
readily convertible to known amounts of cash.
Use of Estimates - The preparation of 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 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.
Comprehensive Income - In June 1997, the Financial Accounting
Standards Board issued SFAS No. 130, Reporting Comprehensive Income, and
was adopted for the years ended December 31, 1998 and 1997. The Company had
no items that could be considered comprehensive income. This statement
expands or modifies disclosures and had no impact on the Company's
financial position, results of operations or cash flows.
Basic and Diluted Loss Per Common Share - In the fourth quarter 1998,
the Company adopted Statement of Financial Accounting Standards (SFAS) No.
128, Earnings Per Share. Under SFAS 128, loss per common share is computed
by dividing net loss available to common stockholders by the weighted-average
number of common shares outstanding during the period. Diluted loss
per share reflects the potential dilution which could occur if all
contracts to issue common stock were exercised or converted into common
stock or resulted in the issuance of common stock. In the Company's present
position, diluted loss per share is the same as basic loss per share.
NOTE 2--RELATED PARTY TRANSACTION
For the year ended December 31, 1997, the Company's president was
issued 5,000,000 shares of common stock for $5,000, which the Company used
for working capital.
7
<PAGE>
NOTE 3 - INCOME TAXES
The components of the net deferred tax asset as of December 31, 1998 are as
follows:
Tax Net Operating Loss Carryforward $ 58,360
Valuation Allowance (58,360)
--------
Net Deferred Tax Asset $ -
========
During the years ended December 31, 1998 and 1997, the valuation allowance
increased $401 and $317, respectively.
As of December 31, 1998 the Company had net operating loss carry forwards
for federal income tax reporting purposes of $156,462, which will expire
beginning in 2001.
The following is a reconciliation of the income tax at the federal
statutory tax rate with the provision of income taxes for the years ended
December 31:
<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Income tax benefit at statutory rate (34%) $ (366) $ (289)
Change in valuation allowance 401 317
State benefit net of federal tax (35) (28)
--------- ---------
Provision for Income Taxes $ - $ -
========= =========
</TABLE>
NOTE 4 - GOING CONCERN
The Company's financial statements are prepared using the generally
accepted accounting principles applicable to a going concern which
contemplates the realization of assets and liquidation of liabilities in
the normal course of business. However, the Company has little cash and has
experienced losses from inception. Without realization of additional
adequate financing, it would be unlikely for the company to pursue and
realize its objectives. The Company intends to seek a merger with an
existing operating company.
8
<PAGE>
<PAGE>
ARTICLES OF INCORPORATION
OF
PATRIOT INVESTMENT CORPORATION
I, the undersigned, being a natural person more than eighteen (18)
years of age, acting as incorporator of the above-named corporation
(hereinafter referred to as the "Corporation") under the provisions of the
Nevada Business Corporation Act, do hereby adopt the following Articles of
Incorporation for such Corporation:
ARTICLE
--------
NAME
-----
The name of the Corporation hereby created shall be:
Patriot Investment Corporation
ARTICLE II
-----------
DURATION
---------
The Corporation shall continue in existence perpetually unless sooner
dissolved according to law.
ARTICLE III
------------
PURPOSE
--------
The purposes for which the Corporation is organized are:
(a) To acquire by purchase or otherwise, own, hold, lease, rent,
mortgage or otherwise, to trade with and deal in real estate,
lands and interests in lands and all other property of every kind
and nature;
(b) To manufacture, use, work, sell and deal in chemicals,
biologicals, pharmaceuticals, electronics and products of all
types owned or hereafter owned by it for manufacturing, using and
vending any device or devices, machine or machines or
manufacturing, working or producing any or all products;
(c) To borrow money and to execute notes and obligations and
security contracts therefor, to lend any of the monies or funds
of the Corporation and to take evidence of indebtedness therefor;
and to negotiate loans; to carry on a general mercantile and
merchandise business and to purchase, sell and deal in such
goods, supplies and merchandise of every kind and nature;
1
<PAGE>
(d) To guarantee the payment of dividends or interest on any
other contract or obligation of any corporation whenever proper
or necessary for the business of the Corporation in the judgment
of its directors;
(e) To do all and everything necessary, suitable, convenient, or
proper for the accomplishment of any of the purposes or the attainment
of any one or more of the objects herein enumerated or incidental to
the powers therein named or which shall at any time appear conclusive
or expedient for the protection or benefit of the Corporation, with
all the powers hereafter conferred by the laws under which this
Corporation is organized; and
(f) To engage in any and all other lawful purposes, activities
and pursuits, whether similar or dissimilar to the foregoing, and the
Corporation shall have all the powers allowed or permitted by the laws
of the state of Nevada.
ARTICLE IV
-----------
CAPITAL STOCK
-------------
The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 60,000,000 shares, consisting
of 10,000,000 shares of preferred stock, par value $0.001 per share
(hereinafter the "Preferred Stock"), and 50,000,000 shares of common stock,
par value $0.001 per share (hereinafter the "Common Stock"). The Common
Stock shall be non-assessable and shall not have cumulative voting rights.
(a) Preferred Stock. Shares of Preferred Stock may be issued
from time to time in one or more series as may from time to time be
determined by the Board of Directors. Each series shall be distinctly
designated. All shares of any one series of the Preferred Stock shall
be alike in every particular, except that there may be different dates
from which dividends thereon, if any, shall be cumulative, if made
cumulative. The powers, preferences and relative, participating,
optional and other rights of each such series, and the qualifications,
limitations or restrictions thereof, if any, may differ from those of
any and all other series at any time outstanding. Except as
hereinafter provided, the Board of Directors of this corporation is
hereby expressly granted authority to fix, by resolution or
resolutions adopted prior to the issuance of any shares of each
particular series of Preferred Stock, the designation, powers,
preferences and relative, participating, optional and other rights,
and the qualifications, limitations and restrictions thereof, if any,
of such series, including but without limiting the generality of the
foregoing, the following:
2
<PAGE>
(i) the distinctive designation of, and the number of shares of
Preferred Stock which shall constitute the series, which number may be
increased (except as otherwise fixed by the Board of Directors) or
decreased (but not below the number of shares thereof then
outstanding) from time to time by action of the Board of Directors;
(ii) the rate and times at which, and the terms and conditions
upon which, dividends, if any, on shares of the series shall be paid,
the extent of preferences or relations, if any, of such dividends to
the dividends payable on any other class or classes of stock of this
corporation, or on any series of Preferred Stock or of any other class
or classes of stock of this corporation, and whether such dividends
shall be cumulative or non-cumulative.
(iii) the right, if any, of the holders of share of the series to
convert the same into, or exchange the same for, shares of any other
class or classes of stock of this corporation, or of any series of
Preferred Stock or of any other class or classes of stock of this
corporation, and the terms and conditions of such conversion or
exchange;
(iv) whether shares of the series shall be subject to redemption,
and the redemption price or prices including without limitation, a
redemption price or prices payable in shares of the Common Stock and
the time or times at which, and the terms and conditions upon which,
shares of the series may be redeemed;
(v) the rights, if any, of the holders of shares of the series
upon voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding-up of this
corporation;
(vi) the terms of the sinking fund or redemption or purchase
account, if any, to be provided for shares of the series; and
(vii) the voting power, if any, of the holders of shares of the
series which may, without limiting the generality of the foregoing,
include the right to more or less than one vote per share of any or
all matters voted upon by the shareholders and the right to vote as a
series by itself or together with other series of Preferred Stock as a
class, upon such matters, under such circumstances and upon such
conditions as the Board of Directors may fix, including, without
limitation, the right, voting as a series by itself or together with
other series of Preferred Stock or together with all series of
Preferred Stock as a class, to elect one or more directors of this
corporation in the event there shall have been a default in the
payment of dividends on any one or more series of Preferred stock or
under such other circumstances and upon such condition as the Board
may determine.
3
<PAGE>
(b) Common Stock
------------
(i) after the requirements with respect to preferential dividends
on Preferred Stock (fixed in accordance with the provisions of
subparagraph (a)(ii) of this Article), if any, shall have been met and
after this corporation shall have complied with all the requirements,
if any, with respect to the setting aside of sums as sinking funds or
redemption or purchase accounts as sinking funds or redemption or
purchase accounts (fixed in accordance with the provisions of
subparagraph (a)(ii) of this Article) and subject further to any other
conditions which may be fixed in accordance with the provisions of
paragraph (a) of this Article, then, but not otherwise, the holders of
Common Stock shall be entitled to receive such dividends, if any, as
may be declared from time to time by the board of directors;
(ii) after distribution in full of the preferential amount (fixed
in accordance with the provisions of paragraph (a) of this Article),
if any, to be distributed to the holders of Preferred Stock in the
event of voluntary or involuntary liquidation, or sale distribution of
assets, dissolution or winding-up of the corporation, the holders of
the Common Stock shall be entitled to receive all the remaining assets
of this Corporation, tangible and intangible, of whatever kind
available for distribution to stockholders, ratably in proportion to
the number of shares of the Common Stock held by each; and
(iii) no holder of any of the shares of any class or series of
stock or of options, warrants or other rights to purchase share of any
class or series of stock or of other securities of the Corporation
shall have any pre-emptive right to purchase or subscribe for any
unissued stock of any class or series or any additional shares of any
class or series to be issued by reason of any increase of the
authorized capital stock of the Corporation of any class or series, or
bonds, certificates of indebtedness, debentures, or other securities
convertible into or exchangeable for stock of the Corporation or any
class or series, or carrying any right to purchase stock of any class
or series, but any such unissued stock, additional authorized issue of
shares of any class or series of stock or securities convertible into
or exchangeable for stock, or carrying any right to purchase stock,
may be issued and disposed of pursuant to resolution of the board of
directors to such persons, firms, corporation or association, whether
such holders or others, and upon such terms as may be deemed advisable
by the board of directors in the exercise of its sole discretion.
ARTICLE V
----------
DENIAL OF PRE-EMPTIVE RIGHTS
----------------------------
No holder of any shares of the Corporation, whether now or hereafter
authorized, shall have any pre-emptive or preferential rights to acquire
shares or securities of the Corporation.
4
<PAGE>
ARTICLE VI
-----------
PAID IN CAPITAL
----------------
The Corporation will not commence business until the consideration of
the value of at least $1,000.00 has been received by it in consideration
for the issuance of the shares.
ARTICLE VII
-------------
INDEMNIFICATION OF DIRECTORS AND OFFICERS
------------------------------------------
The Corporation shall indemnify any and all persons who may serve or
who have served at any time as directors or officers or who at the request
of the Board of Directors of the Corporation, may serve or any time have
served as directors or officers of another corporation in which the
Corporation at such time owned or may own shares of stock or of which it
was or may be a creditor, and their respective heirs, administrators,
successors and assigns, against any and all expenses, including amounts
paid upon judgments, counsel fees and amounts paid in settlement (before or
after suit is commenced), actually and necessarily by such person in
connection with the defense or settlement of any claim, action, suit or
proceeding in which they, or any of them, are made parties, or a party, or
which may be asserted against them or any of them, by reason of being or
having been directors or officers of the Corporation, or of such other
corporation, except in relation to matters as to which any such director or
officer of the Corporation, or of such other corporation or former director
or officer or person shall be adjudged in any action, suit or proceeding to
be liable for his own negligence or misconduct in the performance of his
duty. Such indemnification shall be in addition to any other rights to
which those indemnified may be entitled under any law, by law, agreement,
vote of shareholder or otherwise.
ARTICLE III
------------
OFFICERS' AND DIRECTORS' CONTRACTS
-----------------------------------
No contract or other transaction between this Corporation and any
other firm or corporation shall be affected by the fact that a director or
officer of this Corporation has an interest in, or is a director or officer
of this Corporation or any other corporation. Any officer or director,
individually or with others, may be a party to, or may have an interest in,
any transaction of this Corporation or any transaction in which this
Corporation is a party or has an interest. Each person who is now or may
become an officer or director of this Corporation is hereby relieved from
liability that he might otherwise obtain in the event such officer or
director contracts with this Corporation for the benefit of himself or any
firm or other corporation in which he may have an interest, provided such
officer or director acts in good faith.
5
<PAGE>
ARTICLE IX
----------
ADOPTION AND AMENDMENT OF BY-LAWS
----------------------------------
The initial By-Laws of the Corporation shall be adopted by its board
of directors. The power to alter or amend or repeal the By-Laws or adopt
new By-Laws shall be vested in the board of directors, but the holders of
common stock of the Corporation may also alter, amend or repeal the By-Laws
or adopt new By-Laws. The By-Laws may contain any provisions for the
regulation and management of the affairs of the Corporation not
inconsistent with law or these Articles of Incorporation.
ARTICLE X
----------
REGISTERED OFFICE AND AGENT
----------------------------
The address of the initial registered office of the Corporation and
its initial registered agent at such address is:
The Corporation Trust Company of Nevada
One East First Street
Reno, Nevada 89501
ARTICLE XI
-----------
DIRECTORS
----------
The Corporation shall not have fewer directors than the number of
shareholders who own an equity interest in the Corporation. At such time
as the Corporation has three (3) or more shareholders, it shall not have
less than three (3) nor more than nine (9) directors. The permissible
number of directors may be increased or decreased from time to time by the
board of directors in accordance with (Paragraph)78.330 of the Nevada
Revised Statutes or any amendment or successor statute. The original board
of directors shall be comprised of one (1) person. The name and address of
the person who is to serve as director until the first annual meeting of
shareholders and until his successor is duly elected and shall qualify is:
Roger Shepherd
2580 S.W. Temple
Salt Lake City, Utah 84115
6
<PAGE>
ARTICLE XII
------------
INCORPORATOR
-------------
The name and address of the incorporator is:
Roger Shepherd
2580 S.W. Temple
Salt Lake City, Utah 84115
Dated this 9th day of January, 1986.
/s/ Roger L. Shepherd
----------------------
Roger Shepherd
STATE OF UTAH )
:ss.
County of Salt Lake )
I, Lark Jackson, a notary public, hereby certify that on the 9th day
of January, 1986, personally appeared before me Roger Shepherd, being by me
first duly sworn, who acknowledged to me that he is the person who signed
the foregoing document as the incorporator and that the statements
contained herein are true.
/s/ Lark Jackson
------------------------
My commission expires: NOTARY PUBLIC
7-13-89 Residing in Bountiful, Utah
7
<PAGE>
PATRIOT INVESTMENT
CORPORATION
BYLAWS
ARTICLE I
OFFICES
Section 1. The registered office of the corporation shall be in the
city of Las Vegas, county of Clark, state of 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 SHAREHOLDERS
Section 1. All annual meetings of the stockholders shall be held at the
principal executive office of the corporation or such other place as the
board of directors shall determine. Special meetings of the stockholders may
be held at such time and place within or without the state of Nevada as shall
be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof.
Section 2. Annual meetings of stockholders shall be held at such place
and time and not less than 90 nor more than 180 days after the end of the
corporation's fiscal year as the board of directors shall determine, 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.
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 stockholders owning a majority
in amount of the entire capital stock of the corporation issued and
outstanding and entitled to vote. Such request shall state the purpose 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 and the place at which it is to be held, which may be mailed,
postage prepaid, to each stockholder of record entitled to vote at such
meeting not less than ten nor more than 60 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.
1
<PAGE>
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 at least 33-1/3 % of 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 or for
the transaction of business except as otherwise provided by statute or by the
articles of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any
business may be transacted which might have been transacted at the meeting as
originally notified.
Section 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.
2<PAGE>
Section 10. Any action, except election of directors, which may be
taken by the vote of the stockholders at a meeting, may be taken without a
meeting if authorized by the written consent of stockholders holding at least
a majority of the voting power, 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.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall be three. The board of directors may increase or decrease the
number of directors by resolution to not less than three. The directors
shall be elected at the annual meeting of the stockholders and except as
provided in Section 2 of this Article III, 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 Bylaws directed or required to be exercised or
done by the stockholders.
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the state of Nevada.
MEETINGS OF THE BOARD OF DIRECTORS
Section 5. The first meeting of each newly elected board of directors
shall be held at such time an 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 directors.
3
<PAGE>
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 two directors. Written
notice of special meetings of the board of directors shall be given to each
director at least five 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 constitute a quorum for the transaction of
business and the act of a majority of the directors present at any meeting
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 management of the business and affairs of the
corporation, and may have power to authorize the seal of the corporation to
be affixed to all papers which may require it. Such committee or committees
shall have such name or names as may be determined from time to time by
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.
Member of special or standing committees may be allowed like compensation for
attending committee meetings.
ARTICLE IV
NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or mailed to the directors or the stockholders at
their addresses appearing on the books of the corporation. Notice by mail
shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.
4
<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 a meeting had regularly been 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
Bylaws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be
deemed equivalent thereto.
ARTICLE V
OFFICERS
Section 1. 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 deemed 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.
Section 4. The salaries of all officers and agent 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.
5
<PAGE>
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.
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 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.
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.
6
<PAGE>
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 1. 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. When 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.
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 the officer or
officers of such corporation.
LOST CERTIFICATE
Section 3. The board of directors may direct a new certicicate 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 precendent 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.
7<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 60 days
prior to any meeting of the stockholders during which no transfer of stock on
the books of the corporation may be made, or may fix a day not more than 60
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 the state of Nevada.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporaion, 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, 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 they were created.
8<PAGE>
CHECKS
Section 3. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers of 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.
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 1. These Bylaws 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 an
alteration or repeal be contained in the notice of such special meeting.
CERTIFICATE
------------
The undersigned does hereby certify that he is an officer of Patriot
Investment Corporation, a corporation duly organized and existing under and
virtue of the laws of the state of Nevada; that the above and foregoing
Bylaws of said corporation were duly and regularly adopted as such by the
board of directors of said corporation, on the 13th day of January, 1986; and
that the above and foregoing Bylaws are in full force and effect.
DATED this 13th day of January, 1986.
/s/ Roger L. Shepherd
----------------------
9
<PAGE>
/Letterhead/
HANSEN, BARNETT & MAXWELL
A Professional Corporation
Certified Public Accountants
(801) 532-2200
Member of AICPA Divisions of Firms Fax (801) 532-7944
Member of SECPS 345 East 300 south, Suite 200
Member of Summit International Associates
/End of Letterhead/
April 9, 1999
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
To the Board of Directors
Patriot Investment Corporation
We have issued our report dated February 4, 1999, on the financial statements of
Patriot Investment Corporation for the year ended December 31, 1998. We consent
to the use of our report in the Small Business filing of Patriot Investment
Corporation on Form SB. We also consent to the use of our name and the
statements with respect to us as appearing under the heading "Experts" in the
Registration Statement.
/S/ Hansen, Barnett & Maxwell
HANSEN, BARNETT & MAXWELL
Salt Lake City, Utah
April 9, 1999
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