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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
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[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: October 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Commission File Number: 033-18437-LA
PRECIOUS METAL MINES, INC.
Incorporated pursuant to the laws of the state of Nevada
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IRS Employer Identification No. - 88-0230400
15th Floor, 640 5th Ave., New York City, NY 10019
(212) 262-5786
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<PAGE>
Securities registered pursuant to Section 12(g) of the Act:
Common Stock (Par Value $0.01 per share)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes X No
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosures will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.[X]
Registrant's revenues for the year ended October 31, 1996 were $0.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based upon the average bid and ask price of the Common Stock on
_________, 199__ as reported on The Nasdaq Bulletin Board Electronic Trading
System was $------------- .
The Company had 1,665,705 shares of common stock outstanding at October 31,
1996.
Transitional small business disclosure format. Yes [ ] No [X]
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<PAGE>
TABLE OF CONTENTS
PART I.
Item 1. Description of Business..........................................4
Item 2. Description of Property..........................................4
Item 3. Legal Proceedings................................................4
Item 4. Submission of Matters to a Vote of Security Holders..............4
PART II.
Item 5. Market for Common Equity and Related Stockholder Matters.........5
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations.......................................5
Item 7. Financial Statements.............................................6
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.........................................6
PART III.
Item 9. Directors and Executive Officers, Compliance with Section 16(a)
of the Exchange Act.............................................6
Item 10. Executive Compensation...........................................7
Item 11. Security Ownership of Certain Beneficial Owners and Management...8
Item 12. Certain Relationships and Related Transactions...................8
PART IV.
Item 13. Exhibits and Reports on Form 8-K.................................8
Signature Page.............................................................9
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<PAGE>
PART I
Item 1. Description of Business
The Company was organized in Nevada on April 30, 1987, to explore and develop
mineral deposits on the Nel property at Nelson, Nevada, and to acquire other
properties worthy of exploration. After its formation, the Company's various
mineral exploration and development ventures were pursued, but ultimately
abandoned. From the time of its formation through November, 1992, the Company
was the sole owner of two mining properties, the Nel, located at Nelson, Nevada,
and the Kadex at Philipsburg, Montana. At a a special meeting of stockholders
held on August 24, 1993, 95.02% of the shares represented at the meeting
unanimously voted to transfer title of the properties to two separate newly
formed companies so that financing the development of the properties could be
done separately. The Nel property was sold to the newly formed Nelloro
Corporation for 960,800 Nelloro shares and the Kadex property was transferred to
Cadgie Co. for the same amount of Cadgie shares. The shares received by the
parent, Precious Metal Mines, Inc., were then spun-off to its stockholders of
record, August 31, 1993, share for share.
On April 30, 1994, Andrew W. Berney, Raymond Girard and Gary C. Vesperman were
elected to the board of directors of the Company by the shareholders. Each of
Messrs. Berney, Girard and Vesperman resigned as directors of the Company
effective March 21, 1995. The Company's current directors are Mr. Francis J.
Joslin, John Webster, and John L. Beckett. At present, the Company's operations
are dormant and it is pursuing acquisition opportunities in the exploration and
development of mineral deposits.
Item 2. Description of Property
As discussed above under "Business," the Company has disposed of all its
properties and presently has no property holdings.
Item 3. Legal Proceedings
The registrant is not involved in any legal proceedings.
Item 4. Submission of Matters to a Vote of Security Holders:
None.
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<PAGE>
Part II
Item 5. Market for Common Equity and Related Stockholder Matters
The Company's shares of Common Stock are traded on the Over The Counter
Market under the symbol "PCMM." The following table sets forth the range of the
average bid and asked quotations for each of the periods indicated for the
shares of Common Stock.
[NOMINAL]
As of October 31, 1996, there were 83 Holders of record of the Common Stock.
Dividends. During the year ended October 31, 1996, the Company did not declare
or pay cash dividends. The Company has no history of declaring and paying cash
dividends to its common stockholders and has no intention of declaring such
dividends into the foreseeable future.
Item 6. Management's Discussion and Analysis or Plan of Operations
Statement of Operations
For the fiscal year ending October 31, 1996, administrative expenses
increased from the fiscal year ending October 31, 1995, due to legal,
accounting, and transfer agent fees.
Liquidity and Capital Resources
The Company has no available sources of capital and no cash accounts.
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<PAGE>
Item 7. Financial Statements and Selected Supplementary Data:
Information with respect to this item is contained in the financial statements
appearing on Item 13 of this Report. Such information is incorporated herein by
reference.
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure:
None.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons:
The executive officers and directors of the Company are as follows:
Name Age Position
- ----------- --------- ---------------
Francis J. Joslin 50 Director, President,
Treasurer, Chief
Financial Officer
John L. Beckett 47 Director
John Webster 36 Director
Francis J. Joslin
Mr. Joslin grew up in Australia after his fimaly emigrated from England in 1949;
he is now an Australian citizen and resident.
After completeing his primary and secondary education, he gained his
qualification as a chartered accountant and was admitted as a member of The
Institute of Chartered Accountants in Australia in 1971. At that time he
commenced private practice as an accountant on his own, specializing in income
tax matters; he developed the practice over the next twelve years, at which time
he began to concentrate on a variety of commercial activities.
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<PAGE>
Since 1980, Mr. Joslin has been involved in a number of businesses, including
tin mining ventures in Queensland and substantial investment in gold mining
companies in Australia. In 1982 he acquired one of Australia's best known
horticultural names, and after a period of restructuring, successfully listed
the company on the Australian Stock Exchange.
In 1984 he acquired a food business which trebled in size during his ownership;
this business was sold in 1992 and since then Mr. Joslin has concentrated on
resource based opportunities which have led to involvement in the listing on the
Australian Stock Exchange of two projects, the present restructure of another
public mining company structure and direct involvement in gold mining activities
in Papua, New Guinea.
John L. Beckett
John Beckett was educated at the King's School, Canterbury and Sheffield
University. He has been involved in the investment sector for a number of years,
of which during the last six years he has been running his own financial
planning practice dealing mainly with corporate clients. Mr. Beckett is a
director of a consultancy company which provides strong links with City
institutions.
John Webster
From 1994 to 1995, Mr. Webster was a director of Operations of the Comonwealth
and British Minerals Plc. From 1993 to 1994, Mr. Webster was vice president of
Operations at J.D. Welsh & Associates. From 1991 to 1993, Mr. Webster was
General Manager of American Resources Corporation. From 1989 to 1991, Mr.
Webster was Project Manager at Red Rock Mining (USA) Inc.
Mr. Webster received his Dip. C.S.M. from the Camborne School of Mines in 1980
and his Western Australian Unrestricted Quarry Managers certificate in 1984. He
is also a member of the Australian Institute of Mining and Metallurgy, the
Society of Mining Engineers A.I.M.E. and the Society of Explosive Engineering.
Item 10. Executive Compensation:
No compensation was paid to any of the officers or directors of the Company.
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<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management:
Insofar as the Company is aware, there are no individuals or groups who own more
than 5% of any class of the company's securities.
Following are all of the Officers and Directors of the Company who are
benenficial owners of the Company's securities:
Name and Address of Amount and Nature of Percent
Title of Class Beneficial Owner Beneficial Ownership of Class
- -------------- ----------------------- -------------------- --------
Common Stock Francis J. Joslin 50,000 3.0
15th Floor, 640 5th Ave.
New York, NY 10019
Item 12. Certain Relationships and Related Transactions:
None.
PART IV
Item 13. Exhibits, Financial Statement, Schedules and Reports on Form 8-K:
(a) Exhibits
See exhibit index included elsewhere in this filing.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the year ending October
31, 1996.
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<PAGE>
SIGNATURES
In compliance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
PRECIOUS METAL MINS, INC. Dated: March 17, 2000
by: /s/ Francis J. Joslin
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Chief Executive Officer
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<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
FS Audited financial statements of Precious Metal Mines,
Inc., for the year ended October 31, 1996
3.1 Articles of Incorporation of Precious Metal Mines, Inc.,
incorprated by reference to Form 10-SB filed 1996
3.2 By-laws of Precious Metal Mines, Inc., incorporated by
reference to Form 10-SB filed 1996
27 Financial Data Schedule
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<PAGE>
BARRY L. FRIEDMAN, PC.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
INDEPENDENT AUDITORS' REPORT
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Board Of Directors March 2, 2000
Precious Metals Mines, Inc.
London, England
I have audited the accompanying Balance Sheets of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of
December 31, 1998, December 31, 1997, and December 31, 1996, and the related
statements of operations, stockholders, equity and cash flows for the three
years ended December 31, 1998, December 31, 1997, and December 31, 1996. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Honor One Corporation,
(Formerly Sierra Gold Development Corp.), (A Development Stage Company), as of
December 31, 1998, December 31, 1997, and December 31, 1996, and the results of
its operations and cash flows for the three years ended December 31, 1998,
December 31, 1997, and December 31, 1996, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming the
Company will continue as a going concern. As discussed in Note #3 to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about its ability to continue as a going concern.
Management's plan in regard to these matters are also described in Note #3. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty. /S/Barry L. Friedman Certified Public Accountant
/s/ Barry L. Friedman
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Certified Public Accountant
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
BALANCE SHEET
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ASSETS
------
OCT. 31, 1996
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CURRENT ASSETS ................................ $ --
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OTHER ASSETS .................................. $ --
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TOTAL ASSETS ........................... $ --
============
LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
Accounts Payable ........................... $ 20,015
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TOTAL CURRENT LIABILITIES ............... $ 20,015
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STOCKHOLDERS' EQUITY
Common stock, $0.01 par value,
authorized 50,000,000 shares;
issued and outstanding at October
31, 1996 - 1,665,705 ...................... $ 16,657
Additional Paid-in Capital ................. 128,833
Deficit accumulated during
the development stage ..................... (165,505)
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TOTAL STOCKHOLDERS' DEFICIT ................ (20,015)
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ --
============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
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YEAR ENDED
OCT. 31, 1996
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INCOME
Revenue ..................................... $ --
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TOTAL INCOME ............................. $ --
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EXPENSES
General and Administrative .................. $ 27, 955
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TOTAL EXPENSES ............................ $ 27,955
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NET PROFIT (LOSS)...................... $ (27,955)
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NET PROFIT OR LOSS PER SHARE.................... $ (.0210)
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AVERAGE NUMBER OF SHARES
OF COMMON OUTSTANDING........................... 1,329,386
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The accompanying notes are an integral part of these financial statements.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
---------------------------------
<TABLE>
<CAPTION>
Common Stock Additional
------------ Paid-in Accumulated
Shares Amount Capital Deficit
------------ ------------- ------------- ------------
<S> <C> <C> <C> <C>
Balance October 31, 1995.......... 1,233,800 $ 12,338 $ 89,962 $ (137.550)
September 22, 1996
issued for cash................ 431,905 4,319 38,871 --
Net loss year ended
October 31, 1996............... -- -- -- (27,955)
----------- ------------ ----------- -------------
BALANCE OCTOBER 31, 1996...... 1,665,705 $ 16,657 $ 128,833 $ (165,505)
=========== ============ =========== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
-----------------------
YEAR ENDED
OCT. 31, 1996
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CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss ........................................ $ (27, 955)
Adjustment to reconcile net loss
to net cash provided by operating activities .. --
CHANGES IN ASSETS AND LIABILITIES
Accounts Payable ................................ (15,235)
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NET CASH USED IN OPERATING ACTIVITIES......... $ (43,190)
CASH FLOWS FROM INVESTING ACTIVITIES............... --
CASH FLOWS FROM ISSUANCE OF COMMON STOCK........... 43,190
-------------
NET INCREASE (DECREASE) IN CASH............... --
CASH, BEGINNING OF PERIOD..................... $ --
-------------
CASH, END OF PERIOD .......................... $ --
=============
The accompanying notes are an integral part of these financial statements.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
-----------------------------
October 31, 1998, October 31, 1997, and October 31, 1996
NOTE 1 - HISTORY AND ORGANZIATION OF THE COMPANY
The Company was organized August 10, 1987, under the laws of the State of
Nevada, as Precious Metal Mines, Inc. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development stage company.
On August 10, 1987, the Company issued 130,000 shares of its $.01 par value
common stock for $1,300.
On August 10, 1987, the Company issued 750,000 shares of its $.01 par value
common stock for the Nel Property, a precious metals mining property. On August
31, 1993, a new company (Nelloro Corporation) was formed to acquire the Nel
Property. Nelloro Corporation paid Precious Metal Mines in its common stock
which shares were then spun-off to Precious Metal Mines stockholders.
On September 6, 1993, the Company completed a public offering. The Company sold
80,800 shares of common stock at a price of $1.25 per share for a total amount
raised of $101,000.
On April 4, 1994, the Company reverse split its common stock 1:3, thus reducing
the number of outstanding common stock shares from 960,800 shares to 320,257
shares.
On May 13, 1994, the Company issued 91,000 shares of its $.01 par value common
stock for services, for no consideration.
On August 7, 1994, the Company forward split its common stock 3:1, thus
increasing the number of outstanding common stock shares from 411,267 shares to
1,233,800 shares.
On August 26, 1994, the State of Nevada approved the Company's restated Articles
of Incorporation, which increased its capitalization from 7,500,000 common
shares to 50,000,000 common shares. The par value remained unchanged at $.01.
On August 12, 1996, the Company issued 431,905 shares of its $.01 par value
common stock for $43, 190.
On December 18, 1996, the Company issued 2,500,000 shares of its $.01 par value
common stock for $25,000.
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<PAGE>
PRECIOUS METALS MINES, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS (continued)
-----------------------------------------
October 31, 1998, October 31, 1997, and October 31, 1996
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
Accounting policies and procedures have not been determined except as follows:
1. The company uses the accrual method of accounting.
2. Earnings per share is computed using the weighted average number of
shares of common stock outstanding.
3. The company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid since inception.
NOTE 3 - 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 no current source of revenue. Without
realization of additional capital, it would be unlikely for the Company to
continue as a going concern. It is management's plan to seek additional capital
through a merger with an existing operating company.
NOTE 4 - RELATED PARTY TRANSACTION
The Company neither owns or leases any real or personal property. The officers
and directors of the Company are involved in other business activities and may,
in the future, become involved in other business opportunities. If a specific
business opportunity becomes available, such persons may face a conflict of
interest in selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of such conflicts.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire additional shares of the
common stock.
NOTE 6 - STOCKHOLDERS ADVANCES
While the Company is seeking additional capital through a merger with an
existing operating company, an officer of the Company has advanced funds on
behalf of the Company to pay for costs incurred by it. These funds are interest
free.
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SEAL
SECRETARY OF STATE
STATE OF NEVADA
OCT 28, 1993
No. 3333-93
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ARTICLES OF INCORPORATION
===========================
KNOW ALL MEN BY THESE PRESENTS:
That we, the undersigned, have voluntarily associated ourselves together for the
purpose of forming a corporation under and pursuant to the laws of the State of
Nevada, and we do hereby certify:
FIRST: The name of the corporation is: Mattress Showrooms Inc.
SECOND: The principal office of the corporation is to be located at 4660 S.
Eastern Ave. Ste 102, Las Vegas, NV 89119, City of Las Vegas, County of Clark,
State of Nevada, and that the Resident Agent in charge thereof is Vasquez and
Associates but the corporation may maintain an office at such towns, cities and
places outside the State of nevada as the Board of Directors may, from time to
time, determine, or as may be designated by the laws of the corporation.
THIRD: That the purpose for which said corporation is formed, and the nature of
the objects proposed to be transacted and carried by it are: Retail Mattress and
Furniture Sales, and to engage in any lawful activity or practice.
FOURTH: The total authorized capital stock of the corporation shall be
TWENTY-FIVE HUNDRED (2,500) Shares of class A Common Stock of the Par Value of
without par value, all of which shall be entitled to voting power.
FIFTH: The members of the governing board shall be styled Directors, and the
number of such Board of Directors shall not be less than two (2) nor more than
five (5), and the names and addresses of the first Board of Directors consisting
of members, are as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Nelson Vasquez 4660 S. Eastern Ave. Ste 103
Las Vegas, NV 89119
<PAGE>
SIXTH: The capital stock of the corporation, after the amount of the
subscription price had been paid in money, property or services, as the
Directors shall determine, shall not be subject to assessment to pay the debts
of the corporation, nor for any other purpose, and no stock issued as fully paid
up shall ever be assessable, or assessed, and the Articles of Incorporation
shall not be amended in this particular.
SEVENTH: Every stockholder of this corporation shall, upon the sale of any new
stock of such corporation, of the same class as that which he already hold, have
the right to purchase his pro rate share of such new stock in proportion to this
shareholdings at that time, for such amounts as may be determined to be the
offering price of the stock to either share holders or non-shareholders.
EIGHTH: The names and post office addresses of each of the
incorporators signing these Articles of Incorporation are as follows:
NAME POST OFFICE ADDRESS
---- -------------------
Nelson Vasquez 4660 S. Eastern Ave. Ste 103
Las Vegas, NV 89119
NINTH: The corporation shall have perpetual existence.
TENTH: The stockholders of the corporation shall not be individually liable for
the debts or the liabilities of the corporation, except that the holder of
shares of stocks not fully paid shall be personally liable to the corporation in
amounts not to exceed the amount unpaid on the shares held by him, at the
subscription price, then, and then only, when there is a written contract of
subscription of stock.
ELEVENTH: The Board of Directors shall have the power and authority to make and
alter, and amend the By Laws, to fix the amount in each or otherwise to be
reserved as working capital, and to authorize and cause to be executed,
mortgage, and other liens upon property, business and franchises of the
corporation.
IN WITNESS WHEREOF, the undersigned incorporators have executed these Articles
of Incorporation this 26 day of October, 1993.
/s/ Nelson Vasquez
------------------
- ---------------
NOTARY SEAL
STATE OF NEVADA
COUNTY OF CLARK
- ---------------
<PAGE>
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SEAL
SECRETARY OF STATE
STATE OF NEVADA
OCT 28, 1993
No. 3333-93
- --------------------
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
PRECIOUS METAL MINES, INC.
Pursuant to the applicable provisions of Chapter 78 of the Nevada General
Corporation Law, the undersigned Corporation adopts the following Articles of
Amendment to its Articles of Incorporation by stating the following:
FIRST: The present name of the corporation is Precious Metal Mines, Inc.
SECOND: The following amendments to its Articles of Incorporation were adopted
by the shareholders of the Corporation on June 7, 1994 in the manner prescribed
by Nevada law. Article No. 4 is amended as follows:
No. 4
CAPITALIZATION
--------------
The total authorized capital stock of this corporation shall be Fifty
Million (50,000,000) shares of COMMON STOCK, each of which shares shall
have the par value of ONE CENT ($.01), totaling $500,000.
THIRD: The number of shares of the Corporation outstanding and entitled to vote
at the time of the adoption of said amendment was 411,255.
<PAGE>
FOURTH: The foregoing Certificate of Amendment to the Articles of Incorporation
was first authorized by the Board of Directors and subsequently duly adopted by
the stockholders in the written consent of the stockholders holding majority of
outstanding stock etitled to vote therefor (329,000 shares or 80%).
Dated this 7th day of June, 1994.
PRECIOUS METALS MINES, INC.
By: /s/ Andrew W. Berney
-----------------------------
Andrew W. Berney
President
ATTEST:
/s/ Raymond M. Girard
- ----------------------
Raymond M. Girard
Secretary
<PAGE>
PRECIOUS METAL MINES, INC.
--------------------------
BY-LAWS
ARTICLE 1
OFFICES
SECTION I. NEVADA OFFICE
The principal office of the Corporation in the state of Nevada shall be located
at:
900 Brush St,
Suite 413
Las Vegas, Nevada 89107
SECTION 2. PRINCIPAL EXECUTIVE OFFICE
The principal executive office of the Corporation shall be located at:
900 Brush St,
Suite 413
Las Vegas, Nevada 89107
SECTION 3. OTHER OFFICES
The corporation may have one or more offices within or without the State of
Nevada, as the Board of Directors may designate, or the business of the
corporation may require.
ARTICLE II
STOCKHOLDERS' MEETINGS
SECTION 1. ANNUAL MEETINGS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the first business day in the month of February, and shall be held at
the Nevada office of the Corporation, or at such other place within or without
<PAGE>
the State of Nevada as my be determined by the Board of Directors, for the
purpose of electing directors for the ensuing year and for the transaction of
such other business that may be brought properly before the meeting.
If the election of directors shall not be held on the day designated herein for
any annual meeting, or at any adjournment thereof, the Board of Directors shall
cause the election to be held at a special meeting of the stockholders as soon
thereafter as conveniently as it may be held. At such meeting the stockholder
may elect the directors and transact other business with the same force and
effect as at an annual meeting duly called and held.
SECTION 2. SPECIAL MEETINGS Special meetings of the stockholders may be called
by the president or any two officers, and shall be called by any officer of the
corporation at the request in writing signed by a stockholder or stockholders
owning at least forty-five percent (45%) of the issued and outstanding shares of
common stock of the corporation entitled to vote thereat, and shall be held at
the Nevada office of the corporation, or at such other place as may be
designated in the notice of the meeting.
SECTION 3. NOTICE AND PURPOSE OF MEETING
Notice of the purpose and of the time and place of every meeting of stockholders
shall be in writing and signed by te president or vice-president, or the
secretary, or an assistant secretary, and a copy thereof 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 (10)
nor more than sixty (60) days before such meeting.
Such notice shall state the purpose or purposes for which the meeting is called
and the time when, and place where it is to be held.
<PAGE>
SECTION 4. QUORUM
A quorum at all meetings of stockholders shall consist of the holders of record
of a majority of the shares of the capital stock of the Corporation, issued and
outstanding, entitled to vote at the meeting, present in person or by proxy,
except as otherwise provided bylaw or in the certificate of incorporation. In
the absence of a quorum at any meeting or any adjournment thereof, a majority of
those present in person or by proxy and entitled to vote may adjourn such
meeting from time to time. At any sch adjourned meeting at which a quorum is
present, any business may be transacted at the meeting originally called. In the
absence of a quorum at any meeting or any adjournment thereof, and unless
objected to by holders of twenty-five per cent (25%) of the shares of the
capital stock of the corporation, issued and outstanding, entitled to vote at
the meeting, the meeting may proceed to conduct the business for which it is
called, and the majority of the shares of the capital stock of the corporation,
issued and outstanding, entitled to vote at the meeting and present in person or
by proxy, may decide the issues properly brought before the meeting.
SECTION 5. ORGANIZATION
Meetings of the stockholders shall be presided over by te president, or, if he
is not present, by a vice-president, or, if neither the president nor a
vice-president is present, by a chairman to be chosen by a majority of the
stockholders entitled to vote who are present in person or by proxy at the
meeting. The secretary of the corporation, or in his absence, an assistant
secretary, shall act as secretary of the meeting, but if neither is present, the
meeting shall choose any person present to act as secretary of the meeting.
At the annual meeting of stockholders the order of business shall be as follows:
1. Call meeting to order.
2. Proof of notice of meeting
3. Reading of minutes of last previous annual meeting.
4. Election of directors.
5. Reports of officers.
6. Reports of committees.
7. Miscellaneous business.
<PAGE>
SECTION 6. VOTING
Except as otherwise provided in the by-laws, the Articles of Incorporation, or
in the laws of the State of Nevada, at every meeting of the stockholders, each
stockholder of the corporation entitled to vote at such meeting shall have one
vote in person or by proxy for each share of stock having voting rights, held by
him and registered in his name on the books of the corporation at the time of
such meeting. Any vote may be given by the stockholder entitled thereto in
person or by his proxy appointed by an instrument in writing, subscribed by such
stockholder or by his attorney thereunto authorized and delivered to the
secretary of the meeting; provided, however, that no proxy shall be voted on
after 3 years from its date unless said proxy provides for a longer period.
Except as otherwise required by statute, by the certificate of incorporation, or
by these by-laws, all matters coming before any meeting of the stockholders
shall be decided by the vote of a majority of the stockholders of the
corporation present in person or by proxy at such meeting and entitled to vote
thereat, a quorum being present, with the exception that a quorum need not be
present if twenty-five per cent (25%) of the issued and outstanding &bares of
the corporation are present and do not object to the lack of quorum. At all
elections of directors the voting may, but need not be, by ballot and a
plurality of the votes cast thereat shall elect. Cumulative voting shall not be
allowed.
SECTION 7. STOCKHOLDER LIST
A stock ledger containing the names, alphabetically arranged, of all persons who
are stockholders of the corporation, showing their places of residence, if
known, and the number of shares held by them respectively, shall be kept and
maintained at the principal office of the corporation in Nevada. This ledger
shall be revised annually and at least ten (10) days prior to any stockholders'
meeting, and any person who has been a stockholder of record for a period of at
least six (6) months immediately preceding his demand, or any person holding, or
thereunto authorized in writing by the holders of, at least twenty-five per cent
(25%) of the outstanding shares, upon at least 5 days' written demand, shall
have the right to inspect, during usual business hours, the stock ledger, with
the exception that he may be denied such inspection right if he refuses to
furnish to the corporation an affidavit that such inspection is not desired for
a purpose which is in the interest of a business or object other than the
business of the corporation.
<PAGE>
SECTION 8. VOTING INSPECTORS
At all elections of directors, or in any other case in which inspectors may act,
two voting inspectors shall be appointed by the Chairman of the meeting, except
as otherwise provided by law. The voting inspectors shall take and subscribe an
oath faithfully to execute the duties of inspectors at such meeting with strict
impartiality, and, according to the best of their ability, shall take charge of
the polls and, after the vote shall have been taken shall make a certificate of
the result thereof. No director or candidate for the office of director shall be
appointed a voting inspector. If there be a failure to appoint inspectors, or,
if any inspector appointed is absent or refuses to act, or if his office becomes
vacant, the stockholders present at the meeting, by a per capita vote, may
choose temporary inspectors of the number required.
ARTICLE III
DIRECTORS
SECTION 1. NUMBER, TERM, VACANCIES
The property, affairs and business of the corporation shall be managed by its
board of directors, consisting of not less than three (3) persons and not more
than nine (9). At the annual meeting each year, the stockholders shall decide
the number of persons that shall constitute the board for the ensuing year, and
then they shall nominate candidates that need not be stockholders, and vote to
elect each director for a one year term. If directors are not elected on the day
designated for the purpose, the corporation shall not for that reason be
dissolved; every director shall continue to hold office and discharge hie duties
until his successor has been elected. The board may be increased or decreased in
number during any one year, but only by the calling of a special meeting of
stockholders. A plurality of the votes cast shall decide for or against a change
in the number of directors. If a director vacates by resignation, death, or
otherwise, a majority of the remaining directors shall appoint a successor to
fill the vacancy for the balance of the term.
<PAGE>
SECTION 2. QUORUM
A majority of the members of the board of directors then acting at a meeting
duly assembled shall constitute a quorum for the transaction of business, but if
at any Meeting of the board of directors there shall be less than a quorum
present, a majority of those present may adjourn the meeting, without further
notice, from time to time until a quorum shall have been obtained.
SECTION 3. COMPENSATION
Directors shall serve without salary, but by resolution of the board, a fixed
sum and expenses, if any for attendance at any Meeting or meetings may be
allowed, provided that nothing herein contained shall be construed to 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.
SECTION 4. MEETINGS
Special meetings of the board of directors shall be held at such place as may
from to time be fixed by resolution of the board of directors, or as may be
specified in the notice of meeting. Regular meetings of the of the board of
directors shall be held at such times as may from time to time be fixed by
resolution of the board of directors, and special meetings May be held at any
time upon written notice, or telegraphic notice delivered personally to, or
mailed, postage prepaid, to each director at least 7 days, and not more than 15
days, prior to the date of the meeting. A meeting of the board of directors may
be held without notice immediately after the annual meeting of stockholders.
Notice need not be given of regular meetings of the board. Meetings may be held
at any time without notice if all the directors are present, or if at any time
become or after the meeting, those not present waive notice of the meeting in
writing. A quorum need not be assembled at any meeting if those not present
waive notice of the meeting in writing. An actual meeting of directors need not
convene providing that a majority of directors in writing affirmatively ratify,
confirm and approve any resolutions.
<PAGE>
SECTION 5. COMMITTEES
The board of directors may, in its discretion, by the affirmative vote of a
majority of the whole board, appoint committees which shall have and may
exercise such powers as shall be conferred or authorized by the resolutions
appointing them. A majority of any such committee, if the Committee be composed
of more than two (2) members, may determine its action and fix the time and
place of its meetings, unless the board of director shall otherwise provide. The
board of directors shall have power at any time to fill Vacancies in, to change
the membership of, or to discharge any such committee.
SECTION 6. DIVIDENDS
Subject always to the provisions of the law and the Certificate of
Incorporation, the board of directors shall have full power to determine whether
any, and if any, what part of any, funds legally available for the elect a
president, a secretary and a treasurer, and from time to time may appoint one or
more vice-presidents and such assistant secretaries, assistant treasurers and
such other officers, agents and employees as it may deem proper. Any two offices
(but not more than two) may be held by the same person. More than two offices
other than the offices of president and secretary way be held by the same
person. The president shall be chosen from among the directors.
SECTION 2. TERM AND REMOVAL
The term of office of all officers shall be one year and until their respective
successors are elected and qualify, but any officer may be removed from office,
either with or without cause, at any time by the affirmative vote of a majority
of the members of the board of directors then in office. A vacancy in any office
arising from any cause may be filled for the unexpired portion of the term by
the board of directors.
SECTION 3. POWERS AND DUTIES
The officers of the corporation shall each such powers and duties as generally
pertain to their respective offices, as well as such powers and duties as from
time to time may be conferred by the board of directors. Any vice-president,
assistant secretary and assistant treasurer shall, in the order of their
respective seniorities, in the absence or disability of the president, secretary
or treasurer, respectively, perform the duties of such officer and shall
generally assist the president, secretary and treasurer respectively.
<PAGE>
SECTION 4. VOTING CORPORATION'S SECURITIES
Unless otherwise ordered by the board of directors the president or, in the
event of his inability to act, the vice-president designated by the board of
directors to act In the absence of the president, shall have full power and
authority on behalf of the corporation to attend and to act and to vote it any
meetings of security holders of corporations in which the corporation may hold
securities, and at such meetings shall possess and may exercise any and all
rights and powers incident to the ownership of such securities and which as the
owner thereof the corporation might have possessed and exercised, if present.
The board of directors by resolution from time to time may confer like powers
upon any other person or persons.
ARTICLE V
CERTIFICATES OF STOCK
SECTION I. FORM AND TRANSFERS
The interest of each Stockholder of the corporation shall be evidenced by
certificates for shares Of stock, certifying the number of shares represented
thereby and in such form not inconsistent with the certificate of incorporation
an the board of directors may from time to time prescribe.
Transfers of shares of the capital stock of the corporation shall be made only
on the books of the corporation by the registered holder thereof. or by his
attorney thereunto authorized by power of attorney duly executed and filed with
the secretary of the corporation, or with transfer clerk or a transfer agent
appointed as in Section 4 of this Article provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon. The person in whose name shares of stock stand on the books
of the corporation shall be deemed the owner thereof for all purposes as regards
the corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, it known to the secretary of
the corporation shall be so expressed in the entry of transfer. The board may,
from time to time, make such additional rules and regulations as it may deem
expedient, not inconsistent with these by-laws, concerning the issue, transfer,
and registration of certificates for shares of the capital stock of the
corporation.
<PAGE>
The certificates of stock shall be signed by the president or a vice-president
and by the secretary or an assistant secretary or the treasurer or an assistant
treasurer and sealed with the seal of the corporation. Such seal way be a
facsimile, engraved or printed. where any such certificate is signed by a
transfer agent or a transfer clerk and by a registrar, the signatures of the
president, vice-president, secretary, assistant secretary, treasurer or
assistant treasurer upon such certificate may be facsimiles engraved or printed.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such before such
certificate is issued, it may be issued by the corporation with the same effect
as if such officer had not ceased to be such at the time of its issue.
SECTION 2. CLOSING OF TRANSFER BOOKS
The board of directors shall have power to Close the stock transfer books of the
corporation for a period not exceeding 30 days before any stockholder's meeting,
or the last day on which the consent or dissent of stockholders may be
effectively expressed for any purpose without a meeting, or the date fixed for
the payment of any dividend or the making of any distribution, or for the
delivery of evidences of right or evidences of interest arising out of any
change, conversion or exchange of capital stock. Provided, however, that in lieu
of closing the stock transfer books as aforesaid the board of directors may in
its discretion fix a time not more than 30 days before too date of any meetings
of stockholders, or the last day on which the consent or dissent of stockholder
may be effectively expressed for any purpose without a meeting, or the date
fixed for the payment of any dividend or for the delivery or evidences of rights
or evidences of interest arising out of any change, conversion or exchange of
stock, as the time as of which stockholders entitled to notice of and to vote at
such meeting or whose consent or dissent is required or may be expressed for any
purpose or entitled to receive any such dividend. distribution, rights or
interests shall be determined; and all persons who are holders of record of
voting stock at such time and no others shall be entitled to notice of and to
vote at such meeting or to express their consent or dissent, as the case may be,
and only stockholders of record at the time so fixed shall be entitled to
receive such dividend, distributions, rights or interest.
SECTION 3. LOST, STOLEN, DESTROYED, OR MUTILATED CERTIFICATES
No certificate for shares of stock in the corporation shall be issued in place
of any certificate alleged to have been lost destroyed or stolen, except on
production of such evidence of such loss, destruction or theft and on delivery
to the corporation, if the board of directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the board of directors may in its discretion require.
<PAGE>
SECTION 4. TRANSFER AGENT AND REGISTRAR
The board of directors may appoint one or more transfer clerks or one or more
transfer agents and one or more registrars, and may require all certificates of
stock to bear the signature or signatures of any of them.
SECTION 5. EXAMINATION OF BOOKS BY STOCKHOLDERS
The board of directors shall have the power to determine, from time to time,
whether and to what extent and at what times and places and under what
conditions and regulations the accounts and books and documents of the
corporation or any of them, shall be open to inspection by the stockholders; and
no stockholder shall have any right to inspect any account or book or document
of the corporation.
ARTICLE VI
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of November of
each year and shall end on the 31st day of October next following, unless
otherwise determined by the board of directors.
ARTICLE VII
CORPORATE SEAL
The corporate seal of the corporation shall consist of two concentric circles,
between which shall be the name of the corporation, and the state in which
incorporated, and in the center shall be inscribed the words CORPORATE SEAL and
the year in which incorporated.
ARTICLE VIII
AMENDMENTS
The by-laws of the corporation shall be subject to alteration, amendment or
repeal, and new by-laws not inconsistent with any provision of the certificate
of incorporation, or statute may be made, either by the affirmative vote of a
majority of the whole board of directors at a regular or special meeting of the
board, provided that notice of the proposal so to make, alter, amend, or repeal
such by-laws be included in the notice of such meeting of the board of
directors, as the case may be. By-laws made, altered or amended by the board of
directors may be altered, amended or repealed by the stockholders at any regular
or special meeting thereof.
<PAGE>
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
by-laws of the corporation, as in effect on the date hereof.
WITNESS my hand and seal of the corporation on the 1 st day of May, 1989.
PRECIOUS METAL MINES, INC.
/s/ /Don Davis
- -------------------------------
by Secretary
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