U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
Registration Statement on Form 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL
BUSINESS ISSUERS
PANDORA'S GOLDEN BOX
--------------------
(Name of Small Business Issuer as specified in its charter)
NEVADA 76-0547762
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(State or other jurisdiction of (I.R.S. incorporation or
organization) Employer I.D. No.)
11949 FM 3005 #403
Galveston, Texas 77554
----------------------
(Address of Principal Executive Office)
Issuer's Telephone Number, including Area Code: (409) 737-4346
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
$0.001 Par Value Common Voting Stock
-----------------------------------
Title of Class
DOCUMENTS INCORPORATED BY REFERENCE: See the Exhibit Index herein.
<PAGE>
PART I
Item 1. Description of Business.
- ---------------------------------
Business Development.
- ---------------------
Organization.
-------------
Pandora's Golden Box (the "Company") was organized under the laws of the
State of Nevada on August 4, 1987. The Company was formed with the purpose of
engaging in any lawful activity permitted a corporation under the laws of the
State of Nevada. The Company's initial authorized capital consisted of
25,000,000 shares of $0.001 par value common voting stock.
On December 31, 1997, the Company filed with the Nevada Secretary of
State a Certificate of Amendment reversing the outstanding common stock on a
basis of 1 share for 100, while retaining the present par and authorized
capital, with appropriate adjustments in the stated capital and additional
paid in capital accounts of the Company, and with no stockholders' holdings to
be reduced to less than 100 shares as a result of the reverse split. Unless
otherwise indicated, all computations in this Registration Statement reflect
such reverse split. A copy of the initial Articles of Incorporation and the
Certificate of Amendment are attached hereto and are incorporated herein by
reference. See Item 13 of this Registration Statement.
Public Offering.
----------------
The Company completed an offering of its common stock pursuant to the
exemption from registration under Rule 504 of Regulation D of the Securities
Act of 1933 on December 15, 1987. The Company offered the securities only in
the state of Nevada and the shares were registered for sale under the laws of
the State of Nevada. It was a minimum/maximum offering of 1,500,000/3,000,000
shares at a purchase price of $.05 per share. The Company sold 2,957,000
shares, raising $147,850, before deduction of legal and accounting fees and
printing costs.
Recent Sales of Unregistered Securities.
----------------------------------------
See Item 4, Part II of this Registration Statement.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, property or businesses to acquire, the Company has had no
material business operations since the calendar year ending December 31, 1991.
To the extent that the Company intends to continue to seek the acquisition of
assets, property or business that may benefit the Company and its
stockholders, it is essentially a "blank check" company. Because the Company
has limited assets and conducts no material business, management anticipates
that any such venture would require it to issue shares of its common stock as
the sole consideration for the venture. This may result in substantial
dilution of the shares of current stockholders. The Company's Board of
Directors shall make the final determination whether to complete any such
venture; the approval of stockholders will not be sought unless required by
applicable laws, rules and regulations, its Articles of Incorporation or
Bylaws, or contract. The Company makes no assurance that any future
enterprise will be profitable or successful.
The Company is not currently engaging in any substantive business
activity and has no plans to engage in any such activity in the foreseeable
future. In its present form, the Company may be deemed to be a vehicle to
acquire or merge with a business or company. The Company does not intend to
restrict its search to any particular business or industry, and the areas in
which it will seek out acquisitions, reorganizations or mergers may include,
but will not be limited to, the fields of high technology, manufacturing,
natural resources, service, research and development, communications,
transportation, insurance, brokerage, finance and all medically related
fields, among others. The Company recognizes that the number of suitable
potential business ventures that may be available to it may be extremely
limited, and may be restricted to entities who desire to avoid what these
entities may deem to be the adverse factors related to an initial public
offering ("IPO"). The most prevalent of these factors include substantial time
requirements, legal and accounting costs, the inability to obtain an
underwriter who is willing to publicly offer and sell shares, the lack of or
the inability to obtain the required financial statements for such an
undertaking, limitations on the amount of dilution to public investors in
comparison to the stockholders of any such entities, along with other
conditions or requirements imposed by various federal and state securities
laws, rules and regulations. Any of these types of entities, regardless of
their prospects, would require the Company to issue a substantial number of
shares of its common stock to complete any such acquisition, reorganization or
merger, usually amounting to between 80% and 95% of the outstanding
shares of the Company following the completion of any such transaction;
accordingly, investments in any such private entity, if available, would be
much more favorable than any investment in the Company.
In the event that the Company engages in any transaction resulting in a
change of control of the Company and/or the acquisition of a business, the
Company will be required to file with the Commission a Current Report on Form
8-K within 15 days of such transaction. A filing on Form 8-K also requires the
filing of audited financial statements of the business acquired, as well as
pro forma financial information consisting of a pro forma condensed balance
sheet, pro forma statements of income and accompanying explanatory notes.
Management intends to consider a number of factors prior to making any
decision as to whether to participate in any specific business endeavor, none
of which may be determinative or provide any assurance of success. These may
include, but will not be limited to an analysis of the quality of the entity's
management personnel; the anticipated acceptability of any new products or
marketing concepts; the merit of technological changes; its present financial
condition, projected growth potential and available technical, financial and
managerial resources; its working capital, history of operations and future
prospects; the nature of its present and expected competition; the quality and
experience of its management services and the depth of its management; its
potential for further research, development or exploration; risk factors
specifically related to its business operations; its potential for growth,
expansion and profit; the perceived public recognition or acceptance of its
products, services, trademarks and name identification; and numerous other
factors which are difficult, if not impossible, to properly or accurately
analyze, let alone describe or identify, without referring to specific
objective criteria.
Regardless, the results of operations of any specific entity may not
necessarily be indicative of what may occur in the future, by reason of
changing market strategies, plant or product expansion, changes in product
emphasis, future management personnel and changes in innumerable other
factors. Further, in the case of a new business venture or one that is in a
research and development mode, the risks will be substantial, and there will
be no objective criteria to examine the effectiveness or the abilities of its
management or its business objectives. Also, a firm market for its products or
services may yet need to be established, and with no past track record, the
profitability of any such entity will be unproven and cannot be predicted with
any certainty.
Management will attempt to meet personally with management and key
personnel of the entity sponsoring any business opportunity afforded to the
Company, visit and inspect material facilities, obtain independent analysis or
verification of information provided and gathered, check references of
management and key personnel and conduct other reasonably prudent measures
calculated to ensure a reasonably thorough review of any particular business
opportunity; however, due to time constraints of management, these activities
may be limited.
The Company is unable to predict the time as to when and if it may
actually participate in any specific business endeavor. The Company
anticipates that proposed business ventures will be made available to it
through personal contacts of directors, executive officers and principal
stockholders, professional advisors, broker dealers in securities, venture
capital personnel, members of the financial community and others who may
present unsolicited proposals. In certain cases, it may agree to pay
a finder's fee or to otherwise compensate the persons who submit a potential
business endeavor in which the Company eventually participates. Such persons
may include the Company's directors, executive officers, beneficial owners or
their affiliates. In this event, such fees may become a factor in negotiations
regarding a potential acquisition and, accordingly, may present a conflict of
interest for such individuals.
Although the Company has not identified any potential acquisition
target, the possibility exists that it may acquire or merge with a business or
company in which the Company's executive officers, directors, beneficial
owners or their affiliates may have an ownership interest. Current Company
policy does not prohibit such transactions. Because no such transaction is
currently contemplated, it is impossible to estimate the potential pecuniary
benefits to these persons.
Further, substantial fees are often paid in connection with the
completion of these types of acquisitions, reorganizations or mergers, ranging
from a small amount to as much as $250,000. These fees are usually divided
among promoters or founders, after deduction of legal, accounting and other
related expenses, and it is not unusual for a portion of these fees to be paid
to members of management or to principal stockholders as consideration for
their agreement to retire a portion of the shares of common stock owned by
them. In the event that such fees are paid, they may become a factor in
negotiations regarding any potential acquisition by the Company and,
accordingly, may present a conflict of interest for such individuals.
None of the Company's directors, executive officers or promoters, or
their affiliates or associates, has had any negotiations with any
representatives of the owners of any business or company regarding the
possibility of an acquisition or merger transaction with the Company. Nor are
there any present plans, proposals, arrangements or understandings with any
such persons regarding the possibility of any acquisition or merger involving
the Company.
Risk Factors.
- -------------
In any business venture, there are substantial risks specific to the
particular enterprise which cannot be ascertained until a potential
acquisition, reorganization or merger candidate has been identified; however,
at a minimum, the Company's present and proposed business operations will be
highly speculative and be subject to the same types of risks inherent in any
new or unproven venture, and will include those types of risk factors outlined
below.
Extremely Limited Assets; No Source of Revenue. The Company has
virtually no assets and has had no revenue since the calendar year ending
December 31, 1991 or to the date hereof. Nor will the Company receive any
revenues until it completes an acquisition, reorganization or merger, at the
earliest. The Company can provide no assurance that any acquired business
will produce any material revenues for the Company or its stockholders or that
any such business will operate on a profitable basis.
Discretionary Use of Proceeds; "Blank Check" Company. Because the
Company is not currently engaged in any substantive business activities, as
well as management's broad discretion with respect to the acquisition of
assets, property or business, the Company may be deemed to be a "blank check"
company. Although management intends to apply any proceeds it may receive
through the issuance of stock or debt to a suitable acquisition, subject to
the criteria identified above, such proceeds will not otherwise be designated
for any more specific purpose. The Company can provide no assurance that any
use or allocation of such proceeds will allow it to achieve its business
objectives.
Absence of Substantive Disclosure Relating to Prospective
Acquisitions. Because the Company has not yet identified any assets, property
or business that it may acquire, potential investors in the Company will have
virtually no substantive information upon which to base a decision whether to
invest in the Company. Potential investors would have access to significantly
more information if the Company had already identified a potential acquisition
or if the acquisition target had made an offering of its securities directly
to the public. The Company can provide no assurance that any investment in
the Company will not ultimately prove to be less favorable than such a direct
investment.
Unspecified Industry and Acquired Business; Unascertainable Risks.
To date, the Company has not identified any particular industry or business in
which to concentrate its acquisition efforts. Accordingly, prospective
investors currently have no basis to evaluate the comparative risks and
merits of investing in the industry or business in which the Company may
acquire. To the extent that the Company may acquire a business in a high
risk industry, the Company will become subject to those risks. Similarly, if
the Company acquires a financially unstable business or a business that is in
the early stages of development, the Company will become subject to
the numerous risks to which such businesses are subject. Although management
intends to consider the risks inherent in any industry and business in which
it may become involved, there can be no assurance that it will correctly
assess such risks.
Uncertain Structure of Acquisition. Management has had no
preliminary contact or discussions regarding, and there are no present plans,
proposals or arrangements to acquire any specific assets, property or
business. Accordingly, it is unclear whether such an acquisition would take
the form of an exchange of capital stock, a merger or an asset acquisition.
However, because the Company has virtually no resources as of the date of this
Registration Statement, management expects that any such acquisition would
take the form of an exchange of capital stock. See Part I, Item 2, of this
Registration Statement.
State Restrictions on "Blank Check" Companies. A total of 36 states
prohibit or substantially restrict the registration and sale of "blank check"
companies within their borders. Additionally, 36 states use "merit review
powers" to exclude securities offerings from their borders in an effort to
screen out offerings of highly dubious quality. See paragraph 8221, NASAA
Reports, CCH Topical Law Reports, 1990. The Company intends to comply fully
with all state securities laws, and plans to take the steps necessary to
ensure that any future offering of its securities is limited to those states
in which such offerings are allowed. However, while the Company has no
substantive business operations and is deemed to a "blank check" Company,
these legal restrictions may have a material adverse impact on the Company's
ability to raise capital because potential purchasers of the Company's
securities must be residents of states that permit the purchase of such
securities. These restrictions may also limit or prohibit stockholders from
reselling shares of the Company's common stock within the borders of
regulating states.
By regulation or policy statement, eight states (Idaho, Maryland,
Missouri, Nevada, New Mexico, Pennsylvania, Utah and Washington), some of
which are included in the group of 36 states mentioned above, place various
restrictions on the sale or resale of equity securities of "blank check" or
"blind pool" companies. These restrictions include, but are not limited to,
heightened disclosure requirements, exclusion from "manual listing"
registration exemptions for secondary trading privileges and outright
prohibition of public offerings of such companies.
In most jurisdictions, "blank check" and "blind pool" companies are
not eligible for participation in the Small Corporate Offering Registration
("SCOR") program, which permits an issuer to notify the Securities and
Exchange Commission of certain offerings registered in such states by
filing a Form D under Regulation D of the Securities and Exchange Commission.
All states (with the exception of Alabama, Delaware, Florida, Hawaii,
Minnesota, Nebraska and New York) have adopted some form of SCOR.
States participating in the SCOR program also allow applications for
registration of securities by qualification by filing a Form U-7 with the
states' securities commissions. Nevertheless, the Company does not anticipate
making any SCOR offering or other public offering in the foreseeable future,
even in any jurisdiction where it may be eligible for participation in SCOR,
despite its status as a "blank check" or "blind pool" company.
The net effect of the above-referenced laws, rules and regulations
will be to place significant restrictions on the Company's ability to
register, offer and sell and/or to develop a secondary market for shares of
the Company's common stock in virtually every jurisdiction in the United
States. These restrictions should cease once and if the Company acquires a
venture by purchase, reorganization or merger, so long as the business
operations succeeded to involve sufficient activities of a specific nature.
Management to Devote Insignificant Time to Activities of the
Company. Members of the Company's management are not required to devote
their full time to the affairs of the Company. Because of their time
commitments, as well as the fact that the Company has no business operations,
the members of management anticipate that they will devote an insignificant
amount of time to the activities of the Company, at least until such time as
the Company has identified a suitable acquisition target.
Conflicts of Interest; Related Party Transactions. Although the
Company has not identified any potential acquisition target, the possibility
exists that the Company may acquire or merge with a business or company in
which the Company's executive officers, directors, beneficial owners or their
affiliates may have an ownership interest. Such a transaction may occur if
management deems it to be in the best interests of the Company and its
stockholders, after consideration of the above referenced factors. A
transaction of this nature would present a conflict of interest to those
parties with a managerial position and/or an ownership interest in both the
Company and the acquired entity, and may compromise management's fiduciary
duties to the Company's stockholders. An independent appraisal of the
acquired company may or may not be obtained in the event a related party
transaction is contemplated. Furthermore, because management and/or
beneficial owners of the Company's common stock may be eligible for finder's
fees or other compensation related to potential acquisitions by the Company,
such compensation may become a factor in negotiations regarding such potential
acquisitions.
No Market for Common Stock; No Market for Shares. Although the
Company intends to submit for listing of its common stock on the OTC Bulletin
Board of the National Association of Securities Dealers, Inc. (the "NASD"),
there is currently no market for such shares and there can be no assurance
that any such market will ever develop or be maintained. Any market price for
shares of common stock of the Company is likely to be very volatile, and
numerous factors beyond the control of the Company may have a significant
effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have
affected the market price of many small capital companies and which have often
been unrelated to the operating performance of these companies. These broad
market fluctuations, as well as general economic and political conditions, may
adversely affect the market price of the Company's common stock in any market
that may develop. Sales of "restricted securities" under Rule 144 may also
have an adverse effect on any market that may develop. See the caption
"Recent Sales of Unregistered Securities," Part II, Item 4, of this
Registration Statement.
Risks of "Penny Stock." The Company's common stock may be deemed to
be "penny stock" as that term is defined in Reg. Section 240.3a51-1 of the
Securities and Exchange Commission. Penny stocks are stocks (i) with a price
of less than five dollars per share; (ii) that are not traded on a
"recognized" national exchange; (iii) whose prices are not quoted on the
NASDAQ automated quotation system (NASDAQ-listed stocks must still meet
requirement (i) above); or (iv) in issuers with net tangible assets less than
$2,000,000 (if the issuer has been in continuous operation for at least three
years) or $5,000,000 (if in continuous operation for less than three years),
or with average revenues of less than $6,000,000 for the last three years.
There has been no "established public market" for the Company's
common stock during the last five years. At such time as the Company
completes a merger or acquisition transaction, if at all, it may attempt to
qualify for listing on either NASDAQ or a national securities exchange.
However, at least initially, any trading in its common stock will most likely
be conducted in the over-the-counter market in the "pink sheets" or the OTC
Bulletin Board of the NASD.
Section 15(g) of the Securities Exchange Act of 1934, as amended,
and Reg. Section 240.15g-2 of the Securities and Exchange Commission require
broker-dealers dealing in penny stocks to provide potential investors with a
document disclosing the risks of penny stocks and to obtain a manually signed
and dated written receipt of the document before effecting any transaction in
a penny stock for the investor's account. Potential investors in the
Company's common stock are urged to obtain and read such disclosure carefully
before purchasing any shares that are deemed to be "penny stock."
Moreover, Reg. Section 240.15g-9 of the Securities and Exchange
Commission requires broker-dealers in penny stocks to approve the account of
any investor for transactions in such stocks before selling any penny stock to
that investor. This procedure requires the broker-dealer to (i) obtain from
the investor information concerning his or her financial situation, investment
experience and investment objectives; (ii) reasonably determine, based on that
information, that transactions in penny stocks are suitable for the investor
and that the investor has sufficient knowledge and experience as to be
reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it
more difficult for investors in the Company's common stock to resell their
shares to third parties or to otherwise dispose of them.
Principal Products and Services.
- --------------------------------
The limited business operations of the Company, as now contemplated,
involve those of a "blank check" company. The only activities to be conducted
by the Company are to maintan its good standing in the State of Nevada, to
manage its current limited assets and to seek out and investigate the
acquisition of any viable business opportunity by purchase and exchange for
securities of the Company or pursuant to a reorganization or merger through
which securities of the Company will be issued or exchanged.
Distribution Methods of the Products or Services.
- -------------------------------------------------
Management will seek out and investigate business opportunities through
every reasonably available fashion, including personal contacts,
professionals, securities broker dealers, venture capital personnel, members
of the financial community and others who may present unsolicited proposals;
the Company may also advertise its availability as a vehicle to bring a
company to the public market through a "reverse" reorganization or merger.
Status of any Publicly Announced New Product or Service.
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None; not applicable.
Competitive Business Conditions.
- --------------------------------
Management believes that there are literally thousands of "blank check"
companies engaged in endeavors similar to those engaged in by the Company;
many of these companies have substantial current assets and cash reserves.
Competitors also include thousands of other publicly-held companies whose
business operations have proven unsuccessful, and whose only viable business
opportunity is that of providing a publicly-held vehicle through which a
private entity may have access to the public capital markets. There is no
reasonable way to predict the competitive position of the Company or any other
entity in the strata of these endeavors; however, the Company, having limited
assets and cash reserves, will no doubt be at a competitive disadvantage in
competing with entities which have recently completed IPO's, have significant
cash resources and have recent operating histories when compared with the
complete lack of any substantive operations by the Company for the past
several years.
Sources and Availability of Raw Materials and Names of Principal
Suppliers.
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None; not applicable.
Dependence on One or a Few Major Customers.
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None; not applicable.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty
Agreements or Labor Contracts.
- ------------------------------
None; not applicable.
Need for any Governmental Approval of Principal Products or
Services.
- ---------
Because the Company currently produces no products or services, it is
not presently subject to any governmental regulation in this regard. However,
in the event that the Company engages in a merger or acquisition transaction
with an entity that engages in such activities, it will become subject to all
governmental approval requirements to which the merged or acquired entity is
subject.
Effect of Existing or Probable Governmental Regulations on
Business.
- ---------
On the effectiveness of its Registration Statement on Form 10-SB, the
Company will be subject to Regulation 14A of the Commission, which regulates
proxy solicitations. Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"), requires all companies with securities registered
pursuant to Section 12(g) thereof to comply with the rules and regulations of
the Commission regarding proxy solicitations, as outlined in Regulation 14A.
Matters submitted to stockholders of the Company at a special or annual
meeting thereof or pursuant to a written consent will require the Company to
provide its stockholders with the information outlined in Schedules 14A or 14C
of Regulation 14; preliminary copies of this information must be submitted to
the Commission at least 10 days prior to the date that definitive copies of
this information are forwarded to stockholders.
The Company will also be required to file annual reports on Form 10-KSB
and quarterly reports on Form 10-QSB with the Commission on a regular basis,
and will be required to timely disclose certain material events (e.g., changes
in corporate control; acquisitions or dispositions of a significant amount of
assets other than in the ordinary course of business; and bankruptcy) in a
Current Report on Form 8-K.
Management believes that these obligations will increase the Company's
annual legal and accounting costs, but it is expected that assets will be
sufficient to meet these costs; in the event that assets are not sufficient,
it is likely that management will advance funds. See the heading "Plan of
Operation" of the caption "Management's Discussion and Analysis or Plan of
Operation", Part I, Item 2 of this Registration Statement.
The integrated disclosure system for small business issuers adopted by
the Commission in Release No. 34-30968 and effective as of August 13, 1992,
substantially modified the information and financial requirements of a "Small
Business Issuer," defined to be an issuer that has revenues of less than $25
million; is a U.S. or Canadian issuer; is not an investment company; and if a
majority-owned subsidiary, the parent is also a small business issuer;
provided, however, an entity is not a small business issuer if it has a public
float (the aggregate market value of the issuer's outstanding securities held
by non-affiliates) of $25 million or more.
The Commission, state securities commissions and the North American
Securities Administrators Association, Inc. ("NASAA") have expressed an
interest in adopting policies that will streamline the registration process
and make it easier for a small business issuer to have access to the public
capital markets. The present laws, rules and regulations designed to promote
availability to the small business issuer of these capital markets and similar
laws, rules and regulations that may be adopted in the future will
substantially limit the demand for "blank check" companies like the Company,
and may make the use of these companies obsolete.
Research and Development.
- -------------------------
None; not applicable.
Cost and Effects of Compliance with Environmental Laws.
- -------------------------------------------------------
None; not applicable. However, environmental laws, rules and regulations
may have an adverse effect on any business venture viewed by the Company as an
attractive acquisition, reorganization or merger candidate, and these factors
may further limit the number of potential candidates available to the Company
for acquisition, reorganization or merger.
Number of Employees.
- --------------------
None.
Item 2. Management's Discussion and Analysis or Plan of Operation.
- -------------------------------------------------------------------
Plan of Operation.
- ------------------
The Company has not engaged in any material operations or had any
revenues from operations during the last two calendar years or since 1991.
The Company's plan of operation for the next 12 months is to continue to seek
the acquisition of assets, property or business that may benefit the Company
and its stockholders. Because the Company has virtually no resources,
management anticipates that to achieve any such acquisition, the Company will
be required to issue shares of its common stock as the sole consideration for
such venture.
During the next 12 months, the Company's only foreseeable cash
requirements will relate to maintaining the Company in good standing or the
payment of expenses associated with reviewing or investigating any potential
business venture, which may be advanced by management or principal
stockholders as loans to the Company. Because the Company has not identified
any such venture as of the date of this Registration Statement, it is
impossible to predict the amount of any such loan. However, any such loan
will not exceed $25,000 and will be on terms no less favorable to the Company
than would be available from a commercial lender in an arm's length
transaction. As of the date of this Registration Statement, the Company has
not actively begun to seek any such venture.
Results of Operations.
- ---------------------
The Company has had no material operations since the calendar year
ending December 31, 1991. Losses totaled $0 and $4,948, respectively, for the
year ended December 31, 1996 and the period ended November 30, 1997.
Liquidity.
- ---------
The Company had no liquidity during the year ended December 31, 1996 and
liquidity of $5,812 during the period ending November 30, 1997 provided from
proceeds from the issuance of common stock.
Item 3. Description of Property.
- ---------------------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the home address and telephone number
of its President, Sam Bono, and are provided at no cost. Because the Company
has no current business operations, its activities have been limited to
keeping itself in good standing in the State of Nevada, and with preparing
this Registration Statement and the accompanying financial statements. These
activities have consumed an insignificant amount of management's time;
accordingly, the costs to Mr. Bono of providing the use of his home and
telephone have been minimal.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
- ------------------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons
who own more than five percent of the Company's common stock as of the date
hereof, to wit:
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
<S> <C> <C>
James D. Gravely 15,000 8.3%
5408 Grandin Road, Ext.
Roanoke, VA 24018
David M. Klausmeyer 30,834 17.1%
288 Litchfield Cr.
Houston, Texas 77024
Linda Plemmons 33,334 18.5%
10817 Winterbourne Ct.
Charlotte, NC 28277
Q-Marq Securities 35,334 19.6%
P. O. Box 2097
Grand Cayman, BWI
James P. Taney 15,000 8.3%
819 Honeysuckle Road
Salem, VA 24153
Kelly N. Taylor 14,000 7.8%
220 East 1100 North #23
North Salt Lake, Utah 84054
</TABLE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's
directors and executive officers as of the date hereof, to wit:
Number of Shares
Beneficially Owned Percentage of
Name and Address as of 12/31/96 of Class
- ---------------- ------------------ -------------
[S] [C] [C]
Sam Bono -0- 0%
11949 FM 3005 #403
Galveston, Texas 77554
Carol Novick -0- 0%
12633 Memorial Drive #123
Houston, Texas 77024
All directors and -0- 0%
executive officers
as a group (2)
See the caption "Directors, Executive Officers, Promoters and Control
Persons," Part I, Item 5 of this Registration Statement for information
concerning the offices or other capacities in which the foregoing persons
serve with the Company.
Changes in Control.
- -------------------
There are no present arrangements or pledges of the Company's
securities which may result in a change in control of the Company.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
- -------- -------------------------------------------------------------
Identification of Directors and Executive Officers.
- ---------------------------------------------------
The following table sets forth the names of all current directors
and executive officers of the Company. These persons will serve until the
next annual meeting of the stockholders (held in July of each year) or until
their successors are elected or appointed and qualified, or their prior
resignation or termination.
<TABLE>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Sam Bono Director 3/7/97 *
President
Carol Novick Sec'y/Treasurer 3/7/97 *
Director
</TABLE>
* This person presently serves in the capacities indicated.
Business Experience.
- --------------------
Sam Bono. Mr. Bono, age 60, is a graduate of the University of Florida.
For the last five years, he has been the owner and sole proprietor of the
Direct Sales Company of Houston, Texas, a firm that specializes in the sale
and distribution of industrial supplies.
Carol Novick. Ms. Novick is 53 years of age. She attended the
University of Maryland. For the past fifteen years, she has been the sole
proprietor of Novaco, a company specializing in the treatment of fabrics and
carpeting.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers.
Family Relationships.
- ---------------------
None.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
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) was a general partner or executive officer of any business
against which any bankruptcy petition was filed, either at the time of the
bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject to a
pending criminal proceeding (excluding traffic violations and other minor
offenses);
(3) was subject to any order, judgment or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise
limiting his involvement in any type of business, securities or banking
activities; or
(4) was found by a court of competent jurisdiction (in a civil
action), the Securities and Exchange Commission or the Commodity Futures
Trading Commission to have violated a federal or state securities or
commodities law, and the judgment has not been reversed, suspended or vacated.
Item 6. Executive Compensation.
- --------------------------------
The following table sets forth the aggregate compensation paid
by the Company for services rendered during the periods indicated:
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards Payouts
- -------------------------------------------------------------------------------------------------
(a) (b) (c) (d) (e) (f) (g)
(h) (i)
Securities
All
Other Underlying
Other
Name and Year or Annual Restricted Options/
LTIP Compen-
Principal Period Salary Bonus Compen- Stock SAR's (#)
Payouts sation
Position Ended ($) ($) sation($) Awards($) (1)
($)
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
<C> <C>
Sam Bono 12/31/96 0 0 0 0 0
0 0
President, 12/31/97 0 0 0 0 0
0 0
Director
Carol Novick 12/31/96 0 0 0 0 0
0 0
Sec/Tres 12/31/97 0 0 0 0 0
0 0
Director
</TABLE>
No cash compensation, deferred compensation or long-term incentive plan
awards were issued or granted to the Company's management during the calendar
years ended December 31, 1997 or 1996, or the period ending on the date of
this Registration Statement. Further, no member of the Company's management
has been granted any option or stock appreciation rights; accordingly, no
tables relating to such items have been included within this Item.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No
additional amounts are payable to the Company's directors for committee
participation or special assignments.
Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.
- -------------
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company, with respect
to any director or executive officer of the Company which would in any way
result in payments to any such person because of his or her resignation,
retirement or other termination of employment with the Company or its
subsidiaries, 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.
- --------------------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Certain Business Relationships.
- -------------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Indebtedness of Management.
- ---------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to the
Company to own of record or beneficially more than five percent of the
Company's common stock, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Parents of the Issuer.
- ----------------------
The Company has no parents.
Transactions with Promoters.
- ----------------------------
There have been no material transactions, series of similar
transactions, currently proposed transactions, or series of similar
transactions, to which the Company or any of its subsidiaries was or is to be
a party, in which the amount involved exceeded $60,000 and in which any
promoter or founder, or any member of the immediate family of any of the
foregoing persons, had a material interest.
Item 8. Description of Securities.
- -----------------------------------
The Company has one class of securities authorized, consisting of
25,000,000 shares of $0.001 par value common voting stock. The holders of
the Company's common stock are entitled to one vote per share on each matter
submitted to a vote at a meeting of stockholders. The shares of common stock
do not carry cumulative voting rights in the election of directors.
Stockholders of the Company have no pre-emptive rights to acquire
additional shares of common stock or other securities. The common stock is
not subject to redemption rights and carries no subscription or conversion
rights. In the event of liquidation of the Company, the shares of common
stock are entitled to share equally in corporate assets after satisfaction of
all liabilities. All shares of common stock now outstanding are fully
paid and non-assessable.
There are no outstanding options, warrants or calls to purchase any
of the authorized securities of the Company.
There is no provision in the Company's Articles of Incorporation, as
amended, or Bylaws, as amended, that would delay, defer, or prevent a change
in control of the Company.
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity and
Other Stockholder Matters.
- --------------------------
Market Information.
- -------------------
There has never been any established "public market" for shares of
common stock of the Company. The Company intends to submit for listing on the
OTC Bulletin Board of the National Association of Securities Dealers ("NASD");
however, management does not expect any public market to develop unless and
until the Company completes an acquisition, reorganization or merger. In any
event, no assurance can be given that any market for the Company's common
stock will develop or be maintained. If a public market ever develops in the
future, the sale of "unregistered" and "restricted" shares of common stock
pursuant to Rule 144 of the Securities and Exchange Commission by the holders
of such shares may have a substantial adverse impact on any such public
market. See the captions "Security Ownership of Certain Beneficial Owners,"
Part I, Item 4, and "Recent Sales of Unregistered Securities," Part II, Item
4, of this Registration Statement.
Holders.
- --------
The number of record holders of the Company's securities as of the
date of this Registration Statement is approximately 479.
Dividends.
- ----------
The Company has not declared any cash dividends with respect to its
common stock or its preferred stock, and does not intend to declare dividends
in the foreseeable future. The future dividend policy of the Company cannot
be ascertained with any certainty, and if and until the Company completes any
acquisition, reorganization or merger, no such policy will be formulated.
There are no material restrictions limiting, or that are likely to limit, the
Company's ability to pay dividends on its securities.
Item 2. Legal Proceedings.
- ---------------------------
The Company is not a party to any pending legal proceeding. No
federal, state or local governmental agency is presently contemplating any
proceeding against the Company. No director, executive officer or affiliate
of the Company or owner of record or beneficially of more than five percent of
the Company's common stock is a party adverse to the Company or has a
material interest adverse to the Company in any proceeding.
Item 3. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
There have been no changes in the Company's principal independent
accountant in the past two calendar years or as of the date of this
Registration
Statement. The current accountant for the Company audited its last financial
statements for the calendar year ended December 31, 1996.
Item 4. Recent Sales of Unregistered Securities.
- -------------------------------------------------
Date Number of Aggregate
Name Acquired Shares Consideration
---- -------- --------- -------------
Linda W. Plemmons 7/25/97 33,334 $3,333.33
Q-Marq Securities 10/2/97 33,334 $3,333.33
David M. Klausmeyer 7/15/97 30,834 $3,083.34
Kevin M. Klausmeyer 8/10/97 2,500 $ 250.00
and Cynthia Killian
Klausmeyer
Item 5. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 78.751(1) of the Nevada Revised Statutes ("NRS") authorizes
a Nevada corporation to indemnify any director, officer, employee, or
corporate agent "who was or is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, except an action by or
in the right of the corporation" due to his or her corporate role. Section
78.751(1) extends this protection "against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with the action, suit or proceeding if he
or she acted in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification of the
reasonable defense or settlement expenses of a corporate director, officer,
employee or agent who is sued, or is threatened with a suit, by or in the
right of the corporation. The party must have been acting in good faith and
with the reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the party is
reasonably entitled to indemnification, the party seeking indemnification must
not have been found liable to the corporation.
To the extent that a corporate director, officer, employee, or agent
is successful on the merits or otherwise in defending any action or proceeding
referred to in Section 78.751(1) or 78.751(2), Section 78.751(3) of the NRS
requires that he be indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with the
defense."
Section 78.751 (4) of the NRS limits indemnification under Sections
78.751 (1) and 78.751(2) to situations in which either (1) the stockholders,
(2)the majority of a disinterested quorum of directors, or (3) independent
legal counsel determine that indemnification is proper under the
circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation may
advance an officer's or director's expenses incurred in defending any action
or proceeding upon receipt of an undertaking. Section 78.751(6)(a) provides
that the rights to indemnification and advancement of expenses shall not be
deemed exclusive of any other rights under any bylaw, agreement, stockholder
vote or vote of disinterested directors. Section 78.751(6)(b) extends the
rights to indemnification and advancement of expenses to former directors,
officers, employees and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent has the
right to indemnity, Section 78.752 allows the corporation to purchase and
maintain insurance on his behalf against liability resulting from his or her
corporate role.
According to Article XI of the Company's Bylaws, every person who acts
as a respresentative of the Company shall be indemnified and held harmless to
the fullest extent legally permissible under the laws of the State of Nevada.
PART F/S
Index to Financial Statements
Report of Certified Public Accountants
Financial Statements
- --------------------
Audited Financial Statements
December 31, 1996 and November 30, 1997
---------------------------------------
Independent Auditors' Report
Balance Sheets
Statements of Operations
Statements of Stockholders' Equity
Statements of Cash Flows
Notes to the Financial Statements
PART III
Item 1. Index to Exhibits.
- ---------------------------
The following exhibits are filed as a part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ ------------
<S> <C>
3.1 Initial Articles of Incorporation dated August 4, 1987
3.2 Certificate of Amendment to the Articles of Incorporation dated
December 31, 1997 respecting the 100 for 1 reverse split
3.3 By-Laws
27 Financial Data Schedule
</TABLE>
* Summaries of all exhibits contained within this
Registration Statement are modified in their
entirety by reference to these Exhibits.
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the Registrant has caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
PANDORA'S GOLDEN BOX
Date:2/13/98 By/s/Sam Bono
----------- ------------------------
Sam Bono, President and
Director
Date:2/12/98 By/s/Carol Novick
----------- ------------------------
Carol Novick, Secretary
Treasurer and
Director
<PAGE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
FINANCIAL STATEMENTS
November 30, 1997 and December 31, 1996
<PAGE>
INDEPENDENT AUDITORS' REPORT
Board of Directors
Pandora's Golden Box
Galveston, Texas
We have audited the balance sheets of Pandora's Golden Box (a development
stage company) as of November 30, 1997 and December 31, 1996 and the
related statements of operations, stockholders' equity and cash flows for the
eleven month period ended November 30, 1997 and for the years ended December
31, 1996 and 1995. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our 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 Pandora's Golden Box as of
November 30, 1997 and December 31, 1996 and the results of its operations and
its cash flows for the eleven month period ended November 30, 1997 and for the
years ended December 31, 1996 and 1995 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 2 to the
financial statements, the Company is a development stage company with no
established source of revenues. These conditions raise substantial doubt
about its ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome
of this uncertainty.
/s/Jones, Jensen & Company
Jones, Jensen & Company
December 30, 1997
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Balance Sheets
<CAPTION>
ASSETS
November 30, December 31,
1997 1996
<S> <C> <C>
CURRENT ASSETS
Cash $ 5,812 $ -
Total Current Assets 5,812 -
TOTAL ASSETS $ 5,812 $ -
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 760 $ -
Total Current Liabilities 760 -
STOCKHOLDERS' EQUITY
Common stock, 100,000,000 shares
authorized at $0.001 par value;
10,078,570 and 78,570 shares issued
and outstanding, respectively 10,079 79
Capital in excess of par value 263,820 263,820
Deficit accumulated during the
development stage (268,847) (263,899)
Total Stockholders' Equity 5,052 -
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 5,812 $ -
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Operations
<CAPTION>
From
Inception on
For the Eleven August 4,
Months Ended For the Years Ended 1987, through
November 30, December 31, November 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
EXPENSES 4,948 - - 268,847
NET LOSS $ (4,948) $ - $ - $(268,847)
Net Loss Per Share $ (0.00) $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING 4,624,025 78,570 78,570
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Stockholders' Equity
<CAPTION>
Deficit
Accumulated
Capital in During the
Common Stock Excess of Development
Shares Amount Par Value Stage
<S> <C> <C> <C> <C>
Inception on August 4, 1987 - $ - $ - $ -
45,000 shares of common stock 45,000 45 7,455 -
Issued for cash at $0.17 per
share
29,570 shares of common stock 29,570 30 147,818 -
Issued for cash at $5.00 per
share
4,000 shares of common stock 4,000 4 108,457 -
Issued for equipment at $27.14
per share
Loss from Inception on
August 4, 1987 to
December 31, 1994 - - - (263,899)
Balance, December 31, 1994 78,570 79 263,820 (263,899)
Net loss for the year ended
December 31, 1995 - - - -
Balance, December 31, 1995 78,570 79 263,820 (263,899)
Net loss for the year ended
December 31, 1996 - - - -
Balance, December 31, 1996 78,570 79 263,820 (263,899)
10,000,000 shares of common
stock issued for cash at
$0.001 per share 10,000,000 10,000 - -
Net loss for the eleven month
period ending November 30, 1997 - - - (4,948)
Balance, November 30, 1997 10,078,570 $ 10,079 $ 263,820 $ (268,847)
</TABLE>
<TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Statements of Cash Flows
<CAPTION>
From
For Inception on
the Eleven August 4,
Months Ended For the Years Ended 1987, through
November 30, December 31, December 31,
1997 1997 1996 1997
<S> <C> <C> <C> <C>
OPERATING ACTIVITIES
Net loss $(4,948) $ - $ - $(268,847)
Increase in accounts payable 760 - - 760
Net Cash Provided (Used)
by Operating Activities (4,188) - - (268,087)
CASH FLOWS FROM
INVESTING ACTIVITIES - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES
Proceeds from issuance
of common stock 10,000 - - 273,899
Net Cash Provided (Used)
by Financing Activities 10,000 - - 273,899
NET INCREASE (DECREASE)
IN CASH AND CASH
EQUIVALENTS 5,812 - - 5,812
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD - - - -
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 5,812 $ - $ - $ 5,812
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
Interest paid $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ -
NON-CASH FINANCING ACTIVITIES:
Common stock issued for
equipment $ - $ - $ - $108,461
</TABLE>
PANDORA'S GOLDEN BOX
(A Development Stage Company)
Notes to the Financial Statements
November 30, 1997 and December 31, 1996
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Organization
The financial statements presented are those of Pandora's Golden Box.
The Company was incorporated on August 4, 1987 in the State of Nevada for the
purpose of acquiring interests in various business opportunities.
The Company is currently inactive, and is seeking other business
opportunities through mergers and acquisitions.
b. Accounting Method
The Company's financial statements are prepared using the accrual method
of accounting. The Company has elected a December 31 year end.
c. Net Loss Per Share
The computation of net loss per share of common stock is based on the
weighted average number of shares outstanding during the period.
d. Cash Equivalents
For purposes of the Statement of Cash Flows, the Company considers all
highly liquid investments with an original maturity of three months or less
to be cash equivalents.
e. Provision for Taxes
The Company accounts for income taxes using Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes." Under Statement
109, the liability method is used in accounting for income taxes.
As of November 30, 1997, the Company had net operating loss
carryforwards of approximately $5,000 that may be offset against future
taxable income through 2012. The tax benefit of the net operating loss
carryforwards is offset by a valuation allowance of the same amount due to
the uncertainty that the carryforwards will be used before they expire.
f. 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 and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
NOTE 2 - GOING CONCERN
The Company's financial statements are prepared using generally
acceptedaccounting 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 does not have significant
cash or other material assets, nor does it have an established source of
revenues sufficient to cover its operating costs and to allow it to
continue as a going concern. It is the intent of the Company to seek a
merger with an existing, operating company. Currently, the stockholders
are committed to covering all operating expenses and other costs until a
merger has occurred.
NOTE 3 - STOCK SPLIT/CHANGE IN AUTHORIZED SHARES
On June 3, 1997, the Company voted to reverse split the common shares of
the Company on a one share for one hundred shares basis. This reverse split
of the Company's common stock has been retroactively reflected in the
financial statements.
ARTICLES OF INCORPORATION
OF
PANDORA'S GOLDEN BOX
The undersigned, to form a Nevada corporation, CERTIFIES THAT:
I. NAME: The name of the corporation is:
PANDORA'S GOLDEN BOX
II. PRINCIPAL OFFICE: The location of the principal office of this
corporation within the State of Nevada is 6121 Lakeside Drive, Suite 250,
Reno, Nevada, 89511, the Resident Agent is Michael J. Morrison; this
corporation may maintain an office or offices in such other place within or
without the State of Nevada as may be from time to time designated by the
Board of Directors or by the By-Laws of the corporation; and this corporation
may conduct all corporation business of every kind or
nature, including the holding of any meetings of Directors or
Stockholders, within the State of Nevada, as well as without the
State of Nevada.
III. PURPOSE: The purpose for which this corporation is formed is:
To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the total authorized
capital stock of the corporation shall be TWENTY FIVE THOUSAND DOLLARS
($25,000.001, consisting of Twenty Five Million (25,000,000) shares of common
stock with a par value of S.001 per share.
V. INCORPORATOR. The name and post office address of the incorporator
signing these Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Rita S. Dickson 6121 Lakeside Drive,
Suite 250
Reno, Nevada 89511
VI. DIRECTORS: The governing board of this corporation shall be known as
directors, and the first board shall consist of three (3) directors.
So long as all of the shares of this corporation are owned beneficially
and of record by either one or two shareholders, the number of directors may
be fewer than three, but not fewer than the number of shareholders.
The number of directors may, at any time or times, be increased or
decreased by a duly adopted amendment to these Articles of Incorporation, or
in such manner as provided in the By-Laws of this corporation.
The name and post office address of the directors constituting the first
Board of Directors is as follows:
NAME POST OFFICE ADDRESS
James D. Gravley 5408 Grandin Road Ext.
Roanoke, VA. 24018
James P. Taney 819 Honeysuckle Road
Salem, VA. 24153
Larry M. Early Route 1, Box 98
New Castle, VA. 24127
VII. STOCK NON-ASSESSABLE: The capital stock, or the holders thereof,
after the amount of the subscription price has been paid in, shall not be
subject to any assessment whatsoever to pay the debts of the corporation.
VIII. TERM OF EXISTENCE; This corporation shall have perpetual
existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights.
XI. LIMITED LIABILITY: No officer or director of the Corporation shall
be personally liable to the Corporation or its stockholders for monetary
damages for breach of fiduciary duty as an officer or director, except for
liability (i) for any breach of the officer or director's duty of loyalty to
the Corporation or its Stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
or (iii) for any transaction from which the officer or director derived any
improper personal benefit. If the Nevada General Corporation Law is amended
after the date of incorporation to authorize corporate action further
eliminating or limiting the personal liability of officers or directors, then
the liability of an officer or director of the Corporation shall be eliminated
or limited to the fullest extent permitted by the Nevada General Corporation
~aw, or amendments thereto. No repeal or modification of this paragraph shall
adversely affect an,' right or protection of an officer or director of the
Corporation existing at the time of such repeal or modification.
XII. INDEMNIFICATION: Each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding" ), by reason of the fact that he or she, or a
person for whom he or she is the legal representative, is or was an officer or
director of the Corporation or is or was serving at the request of the
Corporation as an officer or director of another corporation or of a
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans whether the basis of such proceeding is
alleged action in an official capacity as an officer or director or in any
other capacity while serving as an officer or director shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by the
Nevada General Corporation Law, as the same exists or may hereafter be
amended, (but, in the case of any such amendment, only to the extent that such
amendment permits the Corporation to provide broader indemnification rights
than said law permitted the Corporation to provide prior to such amendment),
against all expense, liability and loss (including attorneys' fees, judgments,
fines, ERISA excise taxes or penalties and amounts to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and
such indemnification shall continue as to a person who has ceased to be an
officer or director and shall inure to the benefit of his or her heirs,
executors and administrators; provided, however, that except AS provided
herein with respect to proceedings seeking to enforce rights to
indemnification, the Corporation shall indemnify any such person seeking
indemnification in connection with a proceeding (or part thereof! initiated by
such person only if such proceeding (or part thereof) was authorized by the
Board of Directors of the Corporation. The right to indemnification conferred
in this Section shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such proceeding
in advance of its final disposition; provided however, that, if the Nevada
General Corporation Law requires the payment of such expenses incurred by an
officer or director in his or her capacity as an officer or director (and not
in any other capacity in which service was or is rendered by such person while
an officer or director, including, without limitation, service to an employee
benefit plan) in advance of the final disposition of a proceeding, payment
shall be made only upon delivery to the Corporation of an undertaking, b~, or
on behalf of such officer or director, to repay all ~mounts 50 advanced if it
shall ultimately be determined that such officer or director is not entitled
to be indemnified under this Section or otherwise.
If a claim hereunder is not paid in full by the Corporation within
ninety days after a written claim has been received by the Corporation, the
claimant may, at any time thereafter, bring suit against the Corporation to
recover the unpaid amount of the claim and, if successful, in whole or in
part, the claimant shall be entitled to be paid the expense of prosecuting
such claim. It shall be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any proceeding
in advance of its final disposition where the required undertaking, if any, is
required, has been tendered to the Corporation) that the claimant has not met
the standards of conduct which make it permissible under the Nevada General
Corporation Law for the Corporation to indemnify the claimant for the amount
claimed, but the burden of proving such defense shall be on the Corporation.
Neither the failure of the Corporation "including its Board of Directors,
independent legal counsel, or its stockholders) to have made a determination
prior to the commencement of such action that indemnification of the claimant
is proper in the circumstances because he or she has met the applicable
standard of conduct set forth in the Nevada General Corporation Law, nor an
actual determination by the Corporation (including its Board of Directors,
independent legal counsel, or its stockholders) that the claimant has not met
such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable standard of
conduct.
The right to indemnification and the payment of expenses incurred in
defending a proceeding in advance of its final disposition conferred in this
Section shall not be exclusive of any other right which any person may have or
hereafter acquire under any statute, provision of the Certificate of
Incorporation, By-Law, agreement, vote of Stockholders or disinterested
directors or otherwise.
The Corporation may maintain insurance, at its expense, to protect
itself and any officer, director, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust or other enterprise
against any expense, liability or loss, whether or not the Corporation would
have the power to indemnify such person against such expense, liability or
loss under the Nevada General Corporation Law.
The Corporation may, to the extent authorized from time to time by the
Board of Directors, grant rights to indemnification to any employee or agent
of the Corporation to the fullest extent of the provisions of this section
with respect to the indemnification and advancement of expenses of officers
and directors of the Corporation or individuals serving at the request of the
Corporation as an officer, director, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise.
THE UNDERSIGNED, being the incorporator hereinbefore named for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Nevada, does make and file these Articles of Incorporation,
hereby declaring and certifying the facts herein stated are true, and,
accordingly, has hereunto set her hand this 3rd day of August, l987.
/s/Rita S. Dickson
STATE OF NEVADA )
) ss.
COUNTY OF WASHOE )
On this 3rd day of August, 1987, before me, a Notary Public, personally
appeared Rita S. Dickson, who acknowledged she executed the above instrument.
/s/Michael J. Morrison
NOTARY PUBLIC
CERTIFICATE OF PANDORA'S GOLDEN BOX,
A NEVADA CORPORATION,
PURSUANT TO SECTION 78.207(4) OF THE
NEVADA REVISED STATUTES
FIRST: The name of the corporation is Pandora's Golden Box (the
"Company").
SECOND: On June 3, 1997, the Board of Directors of the Company
unanimously consented to a reverse split of the Company's outstanding common
stock in the ratio of one new share for every 100 shares outstanding as of the
date of filing of this Certificate, with fractional shares being rounded up to
the nearest whole share and no stockholder's holdings to be reduced below 100
shares as a result of the reverse split, while retaining the present par and
authorized capital, with appropriate adjustments in the stated capital and
additional paid in capital accounts of the Company.
THIRD: The number of authorized shares and the par value of the
Company's common stock immediately before the above-referenced resolutions
were 25,000,000 shares at one mill ($0.001), respectively.
FOURTH: The number of authorized shares and the par value of the
Company's common stock immediately after the above-referenced resolutions were
25,000,000 shares and one mill ($0.001), respectively.
FIFTH: The number of shares of the Company's common stock to be
issued after the reverse split in exchange for each pre-split share of common
stock is 1/100th of one share, provided that fractional shares shall be
rounded up to the next whole share and no stockholder's holdings are to be
reduced to less than 100 shares as a result of the reverse split.
SIXTH: No fractional shares will be issued as a result of the
reverse split. There is no provision for the payment of money or the issuance
of scrip to stockholders otherwise entitled to a fraction of a share as a
result of the reverse split.
SEVENTH: The approval of the affected stockholders is not required;
however, stockholders holding in excess of 50% of the Company's issued and
outstanding common stock have consented to the reverse split in accordance
with applicable provisions of the Nevada Revised Statutes.
EIGHTH: The above-referenced resolutions will be effective as of
the date of filing of this Certificate with the Secretary of State of the
State of Nevada.
IN WITNESS WHEREOF, the undersigned executive officers of the
Company hereby execute this Certificate on the 2nd day of December, 1997.
/s/Sam Bono, President
/s/Carol Novick
Secretary/Treasurer
STATE OF TEXAS )
) ss
COUNTY OF GALVESTON )
Sam Bono hereby acknowledges that he is the President of Pandora's
Golden Box, that he has read the foregoing information, and of his personal
knowledge, represents and warrants that such information is true and correct
in every material respect.
/s/Sam Bono
Subscribed and sworn to before me this 2nd day of December, 1997.
/s/Joan F. Bono
NOTARY PUBLIC
STATE OF TEXAS )
) ss
COUNTY OF HARRIS )
Carol Novick hereby acknowledges that she is the Secretary/Treasurer
of Pandora's Golden Box, that she has read the foregoing information, and of
her personal knowledge, represents and warrants that such information is true
and correct in every material respect.
/s/Carol Novick
Subscribed and sworn to before me this 4th day of December, 1997.
/s/Meredith Beaumont
NOTARY PUBLIC
BY-LAWS
OF
PANDORA'S GOLDEN BOX
ARTICLE I
Name of Corporation
Section 1: This corporation shall be known as Pandora' s Golden Box
ARTICLE II
Offices
Section 1: The principal office of the corporation will be
located at 6121 Lakeside Drive, Suite 250, Reno, Nevada, 89511.
The corporation may maintain such other offices as the Board of
Directors may designate from time to time.
ARTICLE III
Stockholders
Section 1: The annual meeting of the stockholders shall be held in July of
each year, at a date and time to be specified by the Board of Directors. Said
meeting shall be for the purpose of electing directors for the ensuing year
and for the transaction of such other business as may come before the meeting.
If the election of directors shall not be held on the day designated for the
annual meeting of the stockholders, 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 possible.
Section 2: Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by Statute, may be called by the President or by
the Board of Directors and shall be called by the President at the request of
the holders of not less than one-tenth of all the outstanding shares of the
corporation entitled to vote at the meeting.
Section 3: The Board of Directors may designate any place within or without
the State of Nevada as the site for any annual or special stockholders
meeting. A waiver of notice signed by all stockholders entitled to vote at a
meeting may designate any place, either within or without the State of Nevada,
as the site for any meeting hereinabove authorized. If no designation is made,
the place of the meeting shall be at the principal office of the corporation
in the State of Nevada.
Section 4: Written or printed notice stating the site, date and time of the
meeting and, in case of a special meeting, the purpose or purposes for which
the meeting is called, shall be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, either personally or by
mail, by or at the direction and over the signature of the President, or the
Secretary, or the officer or person calling the meeting, to each stockholder
of record entitled to vote at such meeting. If mailed, such notice shall be
deemed to be delivered
when deposited in the United States mall, addressed to the stockholder at 0a
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
Section 5: For the purpose of determining stockholders entitled to notice of
or to vote at any meeting of stockholders, or any adjournment thereof, or
stockholders entitled to receive payment of any dividend, or in order to make
a determination of stockholders for any other proper purpose, the Board of
Directors of the corporation may provide that the stock transfer books shall
be closed for a stated period, not to exceed twenty (20)
days. In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any
such determination of stockholders, such date in any case to be
not more than sixty (60) days and, in case of a meeting of stockholders, not
less than fifteen (15) days prior to the date on which the particular action
requiring such determination of stockholders is to be taken. If the stock
transfer books are not closed and no record dates fixed for the determination
of stockholders entitled to notice of or to vote, or entitled to receive
payment of a dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the Board of Directors declaring such
dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled
to vote at any meeting of stockholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, except
where the determination has been made through the closing of the stock
transfer books and the stated period of closing has expired.
Section 6: The officer or agent having charge of the stock transfer books for
share of the corporation shall make, at least ten (10) days before each
meeting of stockholders, a complete list of the stockholders entitled to vote
at such meeting, or any adjournment thereof, arranged in alphabetical order,
with the address of, and the number of shares held by, each, which list, for a
period of ten (10) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to the inspection of
any stockholder during the
meeting.
Section 7: A majority of the outstanding shares of the corporation entitled to
vote, represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represnted may adjourn
the meeting from time to time without further notice. At such adjourned
meeting at which a quorum shall be present or
represented, any business may be transacted which might have been
transacted at the meeting as originally notified. The stockholders present at
a duly organized meeting may continue to transact business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Section 8: At all meetings of stockholders, ~ stockholder may vote by proxy
which shall be executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the Secretary of
the corporation before or at the time of the meeting. No proxy shall be valid
after six (6) months from the date of its execution, unless otherwise provided
in the proxy or coupled with an interest.
Section 9: Each outstanding share otherwise entitled to vote shall be entitled
to one (1) vote upon each matter submitted to a vote at a meeting of
stockholders. A majority vote of those shares present and voting at a duly
organized meeting shall suffice to defeat or enact any proposal unless the
Statutes of the State of Nevada require a greater-than-majority vote, in which
event the higher vote shall be required for the action to constitute the
action of the corporation.
Section 10: Shares held by an administrator, executor, guardian or conservator
may be voted by him, either in person or by proxy, without the transfer of
such shares into his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee shall be entitled
to vote shares held by him without transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such receiver, and
shares held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so be
contained in an appropriate order of the Court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such shares
until the shares are transferred into the name of the pledgee, and thereafter
the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 11: An action required to be taken at a meeting of the
stockholders, or any other action which may be taken at a meeting
of the stockholders, may be taken without a meeting, if a consent
in writing, setting forth the action so taken, shall be signed by
a majority of the stockholders entitled to vote with respect to
the subject matter thereof, unless a greater-than-majority vote
would be required at a duly organized meeting, in which event
said greater-than-majority stockholder approval must be obtained.
Such consent shall be filed with the Minutes of Proceedings.
Section 12: The following order of business shall be observed at
all meetings of the stockholaers, so far as practicable:
(a) Calling the roll;
(b) Reading, correcting and approving of minutes of previous
meeting;
(c) Reports of officers;
(d) Reports of Committees;
(e) Election of Directors;
(f) Unfinished business;
(g) New business; and
(h) Adjournment.
ARTICLE IV
Board of Directors
Section 1: The business and affairs of the corporation shall be
managed by its Board of Directors.
Section 2: As provided in the Articles of Incorporation, the
Board of Directors shall consist of three (3) persons, but may be
increased by resolution of the Board of Directors. The directors
shall hold office until the next annual meeting of stockholders
and until their successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or
stockholders of the corporation.
Section 3: Directors shall be elected at an annual or special
stockholders' meeting by secret ballot of those stockholders
present and entitled to vote, a plurality of the vote being cast
being required to elect. Each stockholder shall be entitled to
one (l) vote for each share of stock owned. If there is but one
(1) nominee for any office, it shall be in order to move that the
Secretary cast the elective ballot to elect the nominee.
Section 4: A regular meeting of the Board of Directors shall be held without
notice, other than this By-Law immediately after, and at the same place as,
the annual meeting of stockholders. The Board of Directors may provide, by
resolution, the day, time and place for the holding of additional regular
meetings without other notice than such resolution. The Secretary of the
corporation shall serve as Secretary for the Board of Directors and shall
issue notices for all meetings as required by the
By-Laws; shall keep a record of the minutes of the proceedings of
the meetings of directors; and shall perform such other duties as
may be properly required of him by the Board of Directors.
Section 5: Special meetings of the Board of Directors may be called by or at
the request of the President or any director. The person or persons authorized
to call special meetings of the Board of Directors may fix any place, within
or without the State of Nevada, as the place for holding any special meeting
of the Board of Directors called by them.
Section 6: Notice of any special meeting shall be given at least two (2) days
prior thereto by written notice delivered personally or mailed to each
director at his business address, or by telegram. If mailed, such notice shall
be deemed to be delivered when deposited in the United States mail so
addressed, with postage prepaid thereon. If notice be given by telegram, such
notice shall be deemed to be delivered when the telegram is delivered to the
telegraph company. Any director may waive notice of any meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the express
purpose of objecting to the transaction of any business to be transacted at,
nor the purpose of, any regular or special meeting of the Board of Directors
need be specified in the notice or waiver of such meeting.
Section 7: A majority of the number of directors fixed according to Section 2
of this Article IV shall constitute a quorum for the transaction of business
at any meeting of the Board of Directors, but if less than such majority is
present at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice. Once a quorum has been
established at a duly organized meeting, the Board of Directors may continue
to transact corporate business until adjournment, notwithstanding the
withdrawal of enough members to leave less than a quorum.
Section 8: The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors unless
the Statutes of the State of Nevada require a greater-than-majority vote, in
which case, such greater vote shall be required for the act to be that of the
Board of Directors.
Section 9: Any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors.
A director elected to fill a vacancy shall be elected for the
unexpired term of his predecesaor in office. Any directorship to
be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special
meeting of the stockholders called for that purpose.
Section 10: By resolution of the Board of Directors, the
directors may be paid their expenses, if any, of attendance at
each meeting of the Board of Directors, and may be paid a fixed
sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any
director from serving the corporation in any other capacity and
receiving compensation there fort
Section 11: A director of the corporation who is present at a
meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written
dissent to such action with the Secretary of the meeting before
the adjournment thereof or shall express such dissent by written
notice sent by registered mail to the Secretary of the corporation within one
(1) day after the adjournment of the meeting. Such right to dissent shall not
apply to a director who voted in favor of such action.
Section 12: Any action required to be taken at a meeting of the
Board of Directors, or any other action which may be taken at a
meeting of the Board of Directors, amy be taken without a meeting
if a written consent thereto is signed by all the members of the
Board. Such written consent shall be filed with the minutes of
proceedings of the Board. Any meeting of the Board of Directors
may be held by conference telephone call, with minutes thereof duly prepared
and entered into the Minute Book.
ARTICLE V
Officers
Section 1: The officers of the corporation shall be a President, a
Vice-President, a Secretary, a Treasurer, and a Resident Agent, each of whom
shall be elected by the Board of Directors. Other officers and assistant
officers may be authorized and elected or appointed by the Board of
Directors. Any two (2) or more offices may be held by the same person.
Section 2: The officers of the corporation shall be elected annually by the
Board of Directors at the first meeting of the 80ard of Directors held after
each annual meeting of the stockholders. If the election of officers shall not
be held at such meeting, such election shall be held as soon thereafter as
convenient. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall re
3ign or shall be been removed in the manner hereinafter provided. Each officer
shall serve for a term of one (1) year, or until his successor is chosen and
qualified.
Section 3: Any officer or agent elected or appointed by the Board of Directors
may be removed by the Board of Directors whenever in its judgment the best
interest. of the corporation would be served thereby, but such removal shall
be without prejudice to the contract right., if any, of the person so removed.
Section 4: A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by majority vote of the Board of
Directors for the unexpired portion of the term of such office.
Section 5: The President shall preside at all meetings of the directors and
the stockholders and shall have general charge and control over the affairs of
the corporation subject to the Board of Director.. Be shall sign or
countersign all certificates, contract. and other instruments of the
corporation as authorized by the Board of Directors and shall perform such
other duties as are incident to hi. office or are required of him by the Board
of Directors.
Section 6: The Vice-President shall exercise the functions of the President,
in the President's absence, and shall have such powers and duties as may be
ass. gned to him from time to time by the Board of Directors.
Section 7: The Secretary shall issue notices for all meetings as required by
the By-Laws, shall keep a record of the minutes of the proceedings of the
meetings of stockholders and directors, shall have charge of the Seal and of
the corporate books, and shall make such reports and perform such other duties
as are incident to his office, or properly required of him by the Board of
Directors.
Section 8: The Treasurer shall have the custody of all moniesand securities of
the corporation and shall keep regular books of account. He shall disburse the
funds of the corporation in payment of the just demands against the
corporation, or as may be ordered by the Board of Directora, taking proper
vouchers for such disbursements, and shall render to the Board of Directors,
from time to time as may be required of him, an account of all his
transactions as Treasurer and of the financial condition of the corporation.
He shall perform all duties incident to this office or which are properly
required of him by the Board of Directors.
Section 9: The Resident Agent shall be in charge of the corporation's
registered office, upon whom process against the corporation may be served, an
shall perform all duties required of him by statute.
Section 10: The salaries of all officers shall be fixed by the Board of
Directors, and may be changed from time to time by a majority vote of the
Board of Directors.
ARTICLE VI
Agreements and Finances
Section 1: The Board of Directors may authorize any officer or officers, agent
or agents, to enter into any contract or execute and deliver any instrument in
the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances.
Section 2: No loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be general or
confined to specific instances. .
Section 3: All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the corporation shall
be signed by such duly authorized officer or officers, or agent or agents of
the corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors.
Section 4: All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in such banks,
trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
Certificate of Shares
Section 1: Certificates representing shares of the corporation
shall be in such form as shall be determined by the Board of
Directors. Such certificate. shall be signed by the President
and by the Secretary. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
cancelled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except in case of a lost, destroyed or mutilated certificate, a new
one may be issued therefor upon such terms and indemnity to the corporation as
the Board of Directors may prescribe.
Section 2: Transfer of shares of the corporation shall be made only on the
stock transfer books of the corporation by the holder of record therof or by
his legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney authorized by power of attorney duly executed and
filed with the Secretary of the corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name shares stand on
the books of the corporation shall be deemed by the corporation to be the
owner thereof for all purposes, unless otherwise notified by such person in
writing.
ARTICLE VIII
Fiscal Year
Section 1: The fiscal year of the corporation shall be fixed by
resolution of the Board of Directors.
ARTICLE IX
Seal
Section 1: The corporation may or may not have a corporate seal, as may from
time to time be determined by resolution of the Board of Directors. If a
corporate seal is adopted, it shall have inscribed thereon the name of the
corporation and the words ~Corporate SealW and "Nevada.. The seal may be used
by causing it or a facsimile thereof to be impressed or affixed or in any
manner reproduced.
ARTICLE X
Amendments
Section 1: Those By-Laws may be amended by a majority vote of
all the stock issued and outstanding and entitled to vote at any
annual or special meeting of the stockholders, provided notice of
intention to amend shall have been contained in the notice of the
meeting.
Section 2: The Board of Directors, by a majority vote of the
entire Board at any meeting, may amend these By-Laws, including
By-Laws adopted by the stockholders.
ARTICLE XI
Indemnification of Directors and Officers
Section 1: Every person who was or is a party to, or is threatened to be made
a part to, or is involved in any action, suit or proceedings, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a
person of whom he is the legal representative is or was a director or officer
of the corporation or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise,shall be indemnified and
held harmless to the
fullest extent legally permissible under the laws of the State of
Nevada from time to time against all expenses, liability and loss, including
attorneys' fees, judgments, fines and amounts paid or to be paid in
settlement, reasonably incurred or suffered by him in connection therewith,
pursuant to NRS 78.151. Such right of indemnification shall be a contract
right which may be enforced in any manner desired by such person. This
indemnification is intended to provide at all times the
fullest indemnification permitted by the laws of the State of
Nevada and the corporation may purchase and maintain insurance on
behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, or as its representative in a
partnership, joint venture, trust or other enterprise against any liability
asserted against such person and incurred in any such capacity or arising out
of such status, whether or not the corporation would have the power to
indemnify such person.
CERTIFICATE OF SECRETARY
I hereby certify that I am the Secretary of Pandora's Golden Box and that the
foregoing By-Laws, consisting of ten (10) pages, constitutes the Code of
Pandora's Golden Box as duly adopted by the Board of, Directors of the
Corporation effective this 10th day of August, 1987.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 10th day of
August, 1987.
/s/James P. Taney
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