U. S. Securities and Exchange Commission
Washington, D. C. 20549
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1998
-----------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
------------- -------------
Commission File No. 1-18317
-----------
UNISTONE, INC.
-------------------------------------
(Name of Small Business Issuer in its Charter)
DELAWARE 87-0398535
-------- -----------
(State or Other Jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
5525 SOUTH 900 EAST, SUITE 110
Salt Lake City, Utah 84117
---------------------------
(Address of Principal Executive Offices)
Issuer's Telephone Number: (801) 262-8844
Unicom, Inc.
-----------
(Former Name or Former Address, if changed since last Report)
Securities Registered under Section 12(b) of the Exchange Act: None
Name of Each Exchange on Which Registered: None
Securities Registered under Section 12(g) of the Exchange Act: Common
Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the Company was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
(1) Yes X No (2) Yes X No
--- --- --- ---
Check if disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State Issuer's revenues for its most recent fiscal year:
December 31, 1998 - $0.
<PAGE>
State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.
April 14, 1999 - $6,513. There are approximately 6,512,880 shares of common
voting stock of the Company held by non-affiliates. Because there has been no
"public market" for the Company's common stock during the past five years, the
Company has arbitrarily valued these shares at par value of $0.001 per share.
(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)
Check whether the issuer has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes No X
--- ---
(APPLICABLE ONLY TO CORPORATE ISSUERS)
State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:
April 30, 1998
21,600,000
DOCUMENTS INCORPORATED BY REFERENCE
A description of "Documents Incorporated by Reference" is contained in Item
13 of this Report.
Transitional Small Business Issuer Format Yes X No
--- ---
<PAGE>
PART I
Item 1. Description of Business.
------------------------
Business Development.
- ---------------------
Organization and Charter Amendments.
-----------------------------------
Unistone, Inc., formerly "Unicom, Inc.", (the "Company") was incorporated
under the laws of the State of Utah under the name "Camaron Resources, Inc.", on
June 23, 1983. The purposes for which the corporation was organized were: (1) to
locate, acquire, develop, explore, drill, lease, trade or sell, produce from,
invest in and otherwise deal in mineral and oil and gas properties and products
for profit; (2) to deal and invest in the securities of other public and private
corporations for profit, including mining entities; (3) to buy, sell hold, and
deal in non-mineral real properties, particularly undeveloped acreage, and to
improve and develop the same; (4) to engage in any and all other lawful business
endeavors.
The Company had an initial authorized capital of $50,000 consisting of
50,000,000 shares of $.001 par value common stock.
Effective October 3, 1989, the Company merged with and into Unicom, Inc., a
Delaware corporation, which was formed by the Company solely for the purpose of
changing its domicile from the State of Utah to the State of Delaware.
On or about May 2, 1990, the Company filed a Form 10 Registration
Statement with the Securities and Exchange Commission.
On September 9, 1998, in conjunction with a renewal and revival of the
Company's charter, which was voided by the state of Delaware on March 1, 1991
for non-payment of taxes, the Company changed its name from Unicom, Inc., to
Unistone, Inc. The name change was required by the state of Delaware due to a
name conflict which arose while the Company's charter was void. The retroactive
effective date when restoration, renewal, and revival of the charter of the
Company commenced was the 28th day of February, 1991.
Public Offering.
---------------
The Company filed a Registration Statement under Section 3(b) of the
Securities Act of 1933, as amended, and Rule 504 of Regulation D, promulgated
thereunder, effective September 23, 1983 to September 23, 1984. Pursuant to its
prospectus, the Company commenced the offer and sale to the public of 2,500,000
shares of common stock at a price of $.01 per share; the offering generated
gross proceeds of $25,000 for the Company.
Material Changes in Control Since Inception and Related Business History.
-------------------------------------------------------------------------
Pursuant to a Contribution and Exchange Agreement between the Company and
MEC Oil Corporation, a Texas corporation, dated December 31, 1984 effective
November 30, 1984, the Company issued 20,823,254 shares of its common stock
bearing restricted legends for the outstanding shares of MEC Oil Corporation.
The shares to be delivered from MEC Oil Corporation were never received. The
Company under its new management failed to perform the required filings, became
delinquent and was suspended both in Utah and Texas. MEC Oil Corporation, a
Texas corporation, was dissolved July 28, 1986 for failure to pay taxes as
required by Texas statues. As a result of the failure by MEC Oil Corporation to
deliver its outstanding shares to the Company and is failure to maintain the
defaults, the Company now takes the position that the agreement between Camaron
Resources, Inc., the Utah Corporatin, and MEC OIL Corporation, the Texas
Corporation, was not consummated and therefore the shares issued are null and
void and have been canceled, effective November 30, 1984. This action was
unanimously consented to by the Board of Directors on August 16, 1989 and was
ratified by a resolution of the stockholders on September 25, 1989.
Effective October 3, 1989, the Company merged with and into Unicom, Inc., a
Delaware corporation, which was formed by the Company solely for the purpose of
changing its domicile from the State of Utah to the State of Delaware. On
September 28, 1989, pursuant to an Asset Purchase Agreement, the Company
acquired certain foreign language feature film master recordings and collateral
materials and rights from Berliner Holdings, Ltd., a corporation formed pursuant
to the International Companies Act (1982) of Saint Vincent and the Grenadines
("Berliner"), in exchange for 4,000,000 post split shares of common stock of the
Company (par value $.001 per share).
On February 16, 1990, the Company entered into an Agreement and Plan of
Reorganization with Motion Picture Services, Inc., ("MPSC") and its subsidiary,
GFC Productions, Inc., ("GFC"), whereby the Company acquired 51% of the shares
of common voting stock of MPSC and GFC in exchange for 750,000 newly-issued
shares of restricted common stock of the Company. Pursuant to the terms of the
Acquisition Agreement, three of the directors of MPSC, Louis Fusaro, Richard
Compton and Don Gold, joined the Company as directors and employees.
These operations were unsuccessful, and the Company filed its voluntary
petition in bankruptcy on April 30, 1993, under Chapter 7 of the Bankruptcy Code
in the U.S., Bankruptcy Court for the District of Delaware. The Company's
bankruptcy was closed on April 1, 1994. For more information regarding the
Company's bankruptcy, see Item 13 for the Company's Current Report on Form 8-K,
as filed on January 25, 1999, which is incorporated herein by this reference.
On July 19, 1996, the Company authorized the issuance of 7,500,000
"unregistered" and "restricted" shares of its $0.001 par value common stock to
Jenson Services in compensation for $7,500 paid to Jeffrey E. Levine, Esq.
through the trust account of Leonard W. Burningham, Esq. to obtain the
Satisfaction of Judgement held by Mr. Levine against the Company.
Business.
- ---------
Other than the above-referenced matters and seeking and investigating
potential assets, properties or businesses to acquire, the Company has had no
business operations since 1993. 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 business,
management anticipates that any such acquisition would require it to issue
shares of its common stock as the sole consideration for the acquisition. 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 acquisition; 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 percent of the outstanding shares of the Company
following the completion of any such transaction; accordingly, investments in
any such private entity, if available, would be much more favorable than any
investment in the Company.
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, the Company may agree to pay a finder's fee or to
otherwise compensate the persons who submit a potential business endeavor in
which the Company eventually participates. Such persons may include the
Company's directors, executive officers, beneficial owners or their affiliates.
In this event, such fees may become a factor in negotiations regarding a
potential acquisition and, accordingly, may present a conflict of interest for
such individuals.
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. 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.
<PAGE>
Year 2000.
- ----------
Because the Company is not presently engaged in any substantial business
operations, management does not believe that computer problems associated with
the change of year to the year 2000 will have any material effect on its
operations. However, the possibility exists that the Company may merge with or
acquire a business that will be negatively affected by the "year 2000" problem.
The effect of such problem or the Company in the future can not be predicted
with any accuracy until such time as the Company identifies a merger or
acquisition target.
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 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.
- --------------------------------------------------------
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.
- --------------------------------------------------------------------------
None; not applicable.
Dependence on One or a Few Major Customers.
- -------------------------------------------
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.
- -------------------------------------------------------------------
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. Description of Property.
-----------------------
The Company has no assets, property or business; its principal executive
office address and telephone number are the business office address and
telephone number of its President, Travis T. Jenson, and are currently provided
at no cost. Because the Company has had no business, its activities will be
limited to keeping itself in good standing in the State of Delaware, seeking out
acquisitions, reorganizations or mergers and preparing and filing the
appropriate reports with the Securities and Exchange Commission. These
activities have consumed an insubstantial amount of management's time.
Item 3. Legal Proceedings.
------------------
The Company is not a party to any pending legal proceeding. To the
knowledge of management, 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.
The Company filed a Chapter 7 Bankruptcy Petition in the U.S. Bankruptcy
Court for the District of Delaware on April 30, 1993. By Order of the Bankruptcy
Court, the Company's bankruptcy was closed on April 1, 1994. For material
documentation respecting these bankruptcy proceedings, see Item 13 for the
Company's Current Report on Form 8-K, as filed on January 25, 1999, which is
incorporated herein, by this reference.
During the pendency of its bankruptcy proceedings, the Company's charter
was voided in the State of Delaware on March 1, 1991 for failure to pay
franchise taxes. The Company filed a Certificate for Renewal and Revival of
Charter with the State of Delaware on September 15, 1998. The retroactive
effective date when restoration, renewal, and revival of the charter of the
Company commenced is the 28th day of February 1991.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the calendar year covered by this Report or during the two
previous calendar years. Further, there have been no meetings of stockholders
since the Company's bankruptcy in 1993.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters.
---------------------------------------------------------
Market Information
- ------------------
There is no "public market" for shares of common stock of the Company.
However, the Company intends to submit for quotations regarding its common stock
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 or merger. In any event,
no assurance can be given that any market for the Company's common stock will
develop or be maintained.
Holders
- -------
The number of record holders of the Company's common stock as of the date
of this Report is approximately 134.
Dividends
- ---------
The Company has not declared any cash dividends with respect to its common
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 until the Company completes any acquisition, reorganization or merger, as to
which no assurance may be given, 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 common stock.
Sales of "Unregistered" and "Restricted" Securities Over The Past Three Years.
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name and Address Date Number of Shares Consideration
- ---------------- ---- ---------------- -------------
<S> <C> <C> <C>
Jenson Services, Inc.* 7/19/96 7,500,000 $7,500
</TABLE>
*See Part II, Item 10 and 11 for information regarding executive
compensation and stock ownership.
Item 6. 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. The Company's plan of
operation for the next 12 months is to continue to seek the acquisition of
assets, properties or businesses that may benefit the Company and its
stockholders. Management anticipates that to achieve any such acquisition, the
Company will issue shares of its common stock as the sole consideration for such
acquisition.
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 the Company expects to pay from its cash resources. As of
December 31, 1998, it had no cash or cash equivalents. If additional funds are
required during this period, such funds may be advanced by management or
stockholders as loans to the Company. Because the Company has not identified any
such venture as of the date of this Report, it is impossible to predict the
amount of any such loan. However, any such loan should 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 Report,
the Company is not engaged in any negotiations with any person regarding any
such venture.
Results of Operations.
- ----------------------
Other than restoring and maintaining its good corporate standing in the
State of Delaware, compromising and settling its debts and seeking the
acquisition of assets, properties or businesses that may benefit the Company and
its stockholders, the Company has had no material business operations in the two
most recent calendar years, or since its bankruptcy proceedings in 1993 .
At December 31, 1998, the Company's had no assets. See the Index to
Financial Statements, Item 7 of this Report.
During the calendar year ended December 31, 1998, the Company had a net
loss of $1,913. The Company has received no revenues in either of its two most
recent calendar years. See the Index to Financial Statements, Item 7 of this
Report.
Liquidity.
- ---------
During the fiscal years ended December 31, 1998 and 1997, an unaffiliated
shareholder and consultant paid general and administrative expenses on behalf of
the Company totaling $1,913 and $2,541, respectively. The unsecured loan bears
no interest and is due on demand.
Item 7. Financial Statements.
---------------------
Financial Statements for the years ended
December 31, 1998 and 1997
Independent Auditors' Report
Balance Sheets - December 31, 1998
Statements of Operations for the years ended
December 31, 1998 and 1997
Statements of Stockholders' Equity for the
years ended December 31, 1998 and 1997
Statements of Cash Flows for the years ended
December 31, 1998 and 1997
Notes to the Financial Statements
Item 8. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
- ---------------------
Mantyla, McReynolds & Associates, 5872 South 900 East, Suite 250, Salt Lake
City, Utah 84121, has been retained as the Company's auditor since June 4, 1997.
The Company's previous auditor was Leon, Kaminski, Cohen, Goldstein, and
Company, 5858 Westheimer Rd., Houston, TX 77057-5650. The Company did not
consult the new accountant regarding the application of accounting principles to
a specific completed or contemplated transaction, the type of audit opion that
was to be rendered on the financial statements, nor any written or oral advice
was provided that was an important factor considered by the Company in reaching
a decision as to the accounting, auditing or financial reporting issue.
Additionally, there have been no disagreements between auditors or the Company
and its auditors. For material documentation respecting the change in the
Company's auditors, see Item 13 of the Company's Current Report on Form 8-K, as
filed on January 25, 1999, which is incorporated herein by this reference.
PART III
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 or until their successors are elected or
appointed and qualified, or their prior resignation or termination.
<TABLE>
<CAPTION>
Date of Date of
Positions Election or Termination
Name Held Designation or Resignation
- ---- ---- ----------- --------------
<S> <C> <C> <C>
Travis T. Jenson President 7/96 *
Director 7/96 *
James P. Doolin Secretary 10/98 *
Treasurer 10/98 *
Director 10/98 *
William "Bill" Vice President 7/96 *
Hollingsworth Director 7/96 *
Stacie H. Jenson Secretary 7/96 10/98
Treasurer 7/96 10/98
Director 7/96 10/98
</TABLE>
* These persons presently serve in the capacities indicated.
Business Experience.
- --------------------
Travis T. Jenson. President and Director. Mr. Jenson is 26 years of age. He
graduated with honors from Westminster College of Salt Lake in 1995 with a
Bachelors of Science. Mr. Jenson has been a director and executive officer of
the Company since 1996.
James P. Doolin. Secretary/Treasurer and Director. Mr. Doolin, age 23, has
been a director and executive officer of the Company since September 1998. He
graduated from the University of Utah in 1998 with a degree in Finance.
William Hollingsworth. Vice President and Director. Mr. Hollingsworth has
been a director and executive officer of the Company since 1996. Mr.
Hollingsworth has been the owner/operator of a family run used car business
since 1973.
Significant Employees.
- ----------------------
The Company has no employees who are not executive officers, but who are
expected to make a significant contribution to the Company's business.
Family Relationships.
- ---------------------
There are no family relationships between any current directors or
executive officers of the Company, either by blood or by marriage.
Involvement in Certain Legal Proceedings.
- -----------------------------------------
Except as stated above, during the past five years, no director, person
nominated to become a director, executive officer, promoter or control person of
the Company:
(1) was a general partner or executive officer of any business 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.
Compliance with Section 16(a) of the Exchange Act
- -------------------------------------------------
The Company filed Form 3's, Initial Statement of Beneficial Ownership of
Securities, on behalf of its officers, directors, and "affiliates" on or about
May 20, 1999. No reporting person has engaged in any transactions requiring the
filing of Form 4 or Form 5 since his or her appointment.
Item 10. 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)
Secur-
ities All
Name and Year or Other Rest- Under- LTIP Other
Principal Period Salary Bonus Annual ricte dlying Pay- Comp-
Position Ended ($) ($) Compen- Stock Options outs ensat'n
- -----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travis T.
Jenson, 12/31/98 0 0 0 0 0 0 0
President, 12/31/97 0 0 0 0 0 0 0
Director 12/31/96 0 0 0 0 0 0 0
James P.
Doolin 12/31/98 0 0 0 0 0 0 0
Secretary/ 12/31/97 0 0 0 0 0 0 0
Treasurer, 12/31/96 0 0 0 0 0 0 0
Director
William "Bill" 12/31/98 0 0 0 0 0 0 0
Hollingsworth, 12/31/97 0 0 0 0 0 0 0
Vice President 12/31/96 0 0 0 0 0 0 0
Director
Stacie H. 12/31/98 0 0 0 0 0 0 0
Jenson 12/31/97 0 0 0 0 0 0 0
Secretary/ 12/31/96 0 0 0 0 0 0 0
Treasurer,
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 ending December 31, 1998, 1997, or 1996, or the period ending on the date
of this Report.
Compensation of Directors.
- --------------------------
There are no standard arrangements pursuant to which the Company's
directors are compensated for any services provided as director. No additional
amounts are payable to the Company's directors for committee participation or
special assignments.
There are no arrangements pursuant to which any of the Company's directors
was compensated during the Company's last completed calendar year for any
service provided as director.
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 any subsidiary, any change in
control of the Company, or a change in the person's responsibilities following a
change in control of the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Security Ownership of Certain Beneficial Owners.
- ------------------------------------------------
The following table sets forth the shareholdings of those persons who
beneficially own more than five percent of the Company's common stock as of the
date of this Report, with the computations being based upon 21,600,000 shares of
common stock being outstanding.
<TABLE>
<CAPTION>
Number of Shares Percentage
Name and Address Beneficially Owned of Class (1)
- ---------------- ------------------ --------
<S> <C> <C>
Berliner Holdings, Ltd. 4,000,000* 18.5%
co/FOI LTD.
23 Fraser Avenue
Toronto, Ontario CANADA
M6K1Y7
Jenson Services, Inc. 8,500,275 39.4%
5525 S. 900 E. #110
Salt Lake City, UT
84117
Unicom Financial 2,000,000** 9.3%
(Canada) Ltd.
405 The West Mall, Suite 700
Etobicoke, Ontario CANADA
M9C5JI
H Claus Voellmecke 1,500,000 6.9%
FOI LTD.
23 Fraser Avenue
Toronto,Ontario
M6K1Y7
------- ----
16,000,275 74.1%
*Mr H Claus Voellmecke may be deemed to be the beneficial owner of these
shares due to his affiliation with Berliner Holdings, Inc. Mr Voellmecke is
President of Berliner Holdings, Inc.
**H Claus Voellmecke may be deemed to be the beneficial owner of these
shares due to his affiliation with Unicom Financial (Canada) Ltd. Mr. Voellmecke
is President of Unicom Financial (Canada) Ltd.
</TABLE>
<PAGE>
Security Ownership of Management.
- ---------------------------------
The following table sets forth the shareholdings of the Company's directors
and executive officers as of the date of this Report:
<TABLE>
<CAPTION>
Number of Percentage of
Name and Address Shares Beneficially Owned of Class *
- ---------------- ------------------------- --------
<S> <C> <C>
Travis T. Jenson 4,500 0%
5525 S. 900 E. #110
Salt Lake City, Utah
84117
James P. Doolin 0 0%
4803 S. 1110 E.
Salt Lake City, Utah
84117
William Hollingsworth 0 0%
192 North 1st West
Preston, ID 83263
------- ------
All directors and
executive officers 4,500 0%
as a group (3 persons)
</TABLE>
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 12. Certain Relationships and Related Transactions.
-----------------------------------------------
Transactions with Management and Others.
- ----------------------------------------
For a description of transactions between members of management, five
percent stockholders, "affiliates", promoters and finders, see the caption
"Sales of 'Unregistered' and 'Restricted' Securities Over the Past Three Years"
of Item I.
<PAGE>
Item 13. Exhibits and Reports on Form 8-K.
---------------------------------
Reports on Form 8-K
- -------------------
See the Company's Current Report on Form 8-K as filed on January 25, 1999,
for information relating to the Company's bankruptcy, change in the Compay's
auditors, and other matters, as described in Item I, Part I, above.
Exhibits
- --------
<TABLE>
<CAPTION>
Exhibit
Number Description*
- ------ -----------
<S> <C>
3.1 Initial Articles of Incorporation,
as filed June 23, 1983
3.2 Articles of Amendment to the
Articles of Incorporation, as filed on
September 28, 1989
3.3 Certificate of Merger of Camaron Resources, Inc., with and
into Unicom, Inc. as filed on October 3, 1989
3.4 By-Laws
27 Financial Data Schedule
</TABLE>
DOCUMENTS INCORPORATED BY REFERENCE
Form 8 Registration Statement filed with the Securities and Exchange
Commission on or about May 2, 1990.
Form 8-K as filed on January 25, 1999, for information relating to the
Company's bankruptcy, change in the Compay's auditors, and other matters, as
described in Item I, Part I, above.
*Summaries of all exhibits contained in this Report are modiified in their
entirety by reference to these Exhibits.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNSTONE, INC.
Date: 5-20-99 By/S/Travis T. Jenson
Travis T. Jenson
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed below by the following persons on behalf of
the Company and in the capacities and on the dates indicated:
UNISTONE, INC.
Date: 5-20-99 By/S/Travis T. Jenson
Travis T. Jenson
President and Director
Date: 5-20-99 By/S/James P. Doolin
James P. Doolin
Secretary/Treasurer and Director
UNISTONE, INC.
[A DEVELOPMENT STAGE COMPANY]
Formerly
UNICOM, INC.
FINANCIAL STATEMENTS
December 31, 1998
[WITH INDEPENDENT AUDITORS' REPORT]
<PAGE>
Unistone, Inc.
[A DEVELOPMENT STAGE COMPANY]
Formerly
UNICOM, INC.
TABLE OF CONTENTS
Page
Independent Auditors' Report. . . . . . . . . . . . . 1
Balance Sheet - December 31, 1998 . . . . . . . . . . 2
Statements of Operations for the years ended
December 31, 1998 and December 31, 1997, and
for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1998 . . . . . . . . 3
Statements of Stockholders' Deficit for the
years ended December 31, 1998 and December 31,
1997, and for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1998 . . . . . . . . 4
Statements of Cash Flows for the years ended
December 31, 1998 and December 31, 1997, and
for the Period From Date of Bankruptcy
[April 30, 1993] to December 31, 1998 . . . . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . 6-8
<PAGE>
Independent Auditors' Report
The Board of Directors and Shareholders
Unistone, Inc.[a development stage company]
We have audited the accompanying balance sheet of Unistone, Inc. [a
development stage company], formerly Unicom, Inc., as of December 31, 1998, and
the related statements of operations, stockholders' deficit, and cash flows for
the years ended December 31, 1998 and December 31, 1997, and for the period from
date of bankruptcy [April 30, 1993] to December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Unicom, Inc. [a development
stage company] as of December 31, 1998, and the results of their operations and
their cash flows for the years ended December 31, 1998 and December 31, 1997,
and for the period from date of bankruptcy [April 30, 1993] to December 31,
1998, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that Unistone,
Inc. [a development stage company] will continue as a going concern. As
discussed in Note 2 to the financial statements, the Company has accumulated
losses from operations and has no assets, which raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial statements do not
include any adjustment that might result from the outcome of this uncertainty.
/S/ MANTYLA, McREYNOLDS & ASSOCIATES
------------------------------------
MANTYLA, McREYNOLDS & ASSOCIATES
Salt Lake City, Utah
January 29, 1999
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Balance Sheet
Formerly
Unicom, Inc.
December 31, 1998
ASSETS
<S> <C> <C>
Assets ................................................... $ -0-
-------------
Total Assets ........................... $ -0-
=============
LIABILITIES AND STOCKHOLDERS' DEFICIT
Liabilities
Current Liabilities
Shareholder Loan - Note 5 ............................... $ 4,435
------------
Total Current Liabilities .......................... 4,435
------------
Total Liabilities ............................ 4,435
Stockholders' Deficit:
Common stock, $.001 par value; 50,000,000
shares authorized; 21,600,000 shares issued
and outstanding ................................... 21,600
Additional paid in capital ......................... 38,577,531
Accumulated deficit prior to bankruptcy - Note 4 (38,591,631)
Deficit accumulated during development stage (11,935)
-----------
Total Stockholders' Deficit .................. (4,435)
-----------
Total Liabilities and
Stockholders Deficit ................. $ -0-
===========
</TABLE>
See accompanying notes to financial statements
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Operations
For the Years Ended December 31, 1998 and December 31, 1997,
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998
04/30/93
to
1998 1997 12/31/98
---- ---- --------
<S> <C> <C> <C>
Revenue:
Revenues from operations .. -0- -0- -0-
------ ------- -------
Total Revenue ......... -0- -0- -0-
General and Administrative
Expenses ................... 1,510 2,451 11,532
------ ------- -------
Net Income Before Taxes (1,510) (2,451) (11,532)
Income taxes .......... 403 -0- 403
------ ------- -------
Net loss ..............$(1,913) $(2,451) $ (11,935)
======= ======= ========
Loss per share ..............$ (.01) $ (.01) $ (.01)
======= ====== =======
Weighted Average
Shares Outstanding 21,600,000 21,600,000 18,600,000
========== ========== ==========
</TABLE>
See accompanying notes to financial statements
4
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Stockholders' Deficit
For the Years Ended December 31, 1998 and December 31, 1997
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998
Additional Net
Common Common Paid in Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------ ----- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Balance, Apri1 30, 1993 .......... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1993 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1993 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1994 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1994 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Net loss for the year ended
December 31, 1995 ............... -0- -0-
---------- ------- ------------- ------------- --------
Balance, December 31, 1995 ....... 14,100,000 14,100 $ 38,577,531 $(38,591,631) $ -0-
Issued stock for cash
July 17, 1996 ................... 7,500,000 7,500 7,500
Net loss for the year ended
December 31, 1996 ............... (7,571) (7,571)
---------- ------- ------------- ------------- --------
Balance, December 31, 1996 ....... 21,600,000 $ 21,600 $ 38,577,531 $(38,599,202) (71)
Net loss for the year ended
December 31, 1997 ............... (2,451) (2,451)
---------- ------- ------------- ------------- --------
Balance, December 31, 1997 21,600,000 $ 21,600 $ 38,577,531 $(38,601,653) $ (2,522)
Net Loss for the year ended
December 31, 1998 (1,913) (1,913)
---------- ------- ------------- ------------- --------
Balance, December 31, 1998 21,600,000 21,600 38,577,531 (38,603,566) (4,435)
========== ======= ============= ============= ========
</TABLE>
See accompanying notes to financial statements
5
<PAGE>
<TABLE>
<CAPTION>
Unistone, Inc.
[A Development Stage Company]
Formerly
Unicom, Inc.
Statements of Cash Flows
For the Years Ended December 31, 1998 and December 31, 1997
and for the Period From Date of Bankruptcy [April 30, 1993] to December 31, 1998
04/30/93
to
1998 1997 12/31/98
<S> <C> <C> <C>
Cash Flows Used for
Operating Activities:
Net Loss ....................................... $ (1,913) (2,451) $(11,935)
Increase in payable to
Shareholder ................................... 1,913 2,451 4,435
---------- -------- ---------
Net Cash Used for
Operating .................................... -0- -0- (7,500)
Cash Flows Provided by
Financing Activities:
Issuance of stock for cash ................. 7,500
---------- -------- ---------
Net Cash Provided by
Financing activities ......................... -0- 7,500 7,500
Net Increase in cash ........................... -0- -0- -0-
Beginning Cash ................................. -0- -0- -0-
Ending Cash .................................... $ -0- $ -0- $ -0-
========= ======== =========
Supplemental Disclosure of Cash Flow Information
- ------------------------------------------------
Cash paid during the periods for:
Interest ...................................... $ -0- $ -0- $ -0-
========= ======== =========
Taxes ......................................... $ 403 $ -0- $ 403
========= ======== =========
</TABLE>
See accompanying notes to financial statements
6
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1998
Note 1 Organization and Summary of Significant Accounting Policies
(a) Organization
Unistone, Inc. [Company] originally incorporated under the laws
of the State of Utah on June 23, 1983 under the name of Camaron
Resources, Inc. On October 3, 1989, Unicom, Inc. incorporated
under the laws of the State of Delaware. Shortly thereafter,
Camaron Resources, Inc. was merged into Unicom, Inc., with
Unicom, Inc. as the surviving corporation. The Company has not
commenced principal operations and is classified as a development
stage company for financial reporting purposes.
(b) Income Taxes
Effective January 1, 1993, the Company adopted the provisions of
Statement of Financial Accounting Standards No. 109 [the
Statement], "Accounting for Income Taxes." The Statement requires
an asset and liability approach for financial accounting and
reporting for income taxes, and the recognition of deferred tax
assets and liabilities for the temporary differences between the
financial reporting bases and tax bases of the Company's assets
and liabilities at enacted tax rates expected to be in effect
when such amounts are realized or settled. The cumulative effect
of this change in accounting for income taxes as of December 31,
1998 is $0 due to the valuation allowance established as
described below.
(c) Net Loss Per Common Share
Net loss per common share is based on the weighted average number
of shares outstanding.
(d) Statement of Cash Flows
For purposes of the statements of cash flows, the Company
considers cash on deposit in the bank to be cash. The Company had
$0 cash at December 31, 1998.
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1998
Note 1 Organization and Summary of Significant Accounting Policies
[continued]
(e) Use of Estimates in Preparation of Financial Statements
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 Liquidity
The Company has accumulated losses through December 31, 1998
amounting to $38,603,566 (11,935 from date of bankruptcy - See
Note 4) and has no assets at December 31, 1998, and does not
anticipate generating sufficient cash flows from operations to
meet the Company's cash requirements. These factors raise
substantial doubt about the Company's ability to continue as a
going concern.
Management plans include finding a well-capitalized merger
candidate to commence operations. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.
Note 3 Income Taxes
The Company adopted Statement No. 109 as of January 1, 1993.
Prior years' financial statements have not been restated to apply
the provisions of Statement No. 109. No provision has been made
in the financial statements for income taxes because the Company
has accumulated substantial losses from operations.
The tax effects of temporary differences that give rise to
significant portions of the deferred tax asset at December 31,
1998 have no impact on the financial position of the Company. A
valuation allowance is provided when it is more likely than not
that some portion of the deferred tax asset will not be realized.
Because of the lack of taxable earnings history, the Company has
established a valuation allowance for all future deductible
temporary differences.
<PAGE>
Unistone, Inc.
Formerly
Unicom, Inc.
[A Development Stage Company]
Notes to Financial Statements
December 31, 1998
Note 4 Bankruptcy
The Company filed for liquidation under chapter 7 of the
Bankruptcy Code on April 30, 1993 in the United States Bankruptcy
Court for the District of Delaware [Case Number: 93-00503] with
estimated assets of under $50,000 [$0] and estimated liabilities
of between $1,000,000 to $9,999,999. No assets were available to
pay creditors and an Order Approving Trustee's Report of No
Distribution and Closing Estate was signed by the bankruptcy
court judge on April 1, 1994.
Note 5 Stockholder Loan
A stockholder has paid expenses on behalf of the Company in the
amount of $2,451 during the year ended December 31, 1997 and $71
during the year ended December 31, 1996. The Company has recorded
a liability for these expenses to the stockholder. The unsecured
loan bears no interest and is due on demand.
9
<PAGE>
ARTICLES OF INCORPORATION
OF
CAMARON RESOURCES, INC.
The undersigned natural persons of the age of twenty-one (21) or more,
acting as incorporators under the provisions of the Utah Business Corporation
Act (hereinafter referred to as the "Act") adopt the following Articles of
Incorporation:
ARTICLE I
NAME
The name of the Corporation is Camaron Resources, Inc.
ARTICLE II
DURATION
The duration of this corporation shall be perpetual.
ARTICLE III
PURPOSES AND POWERS
The Corporation is organized and authorized to pursue all lawfull purpose
or purposes including, but not limited to (1) Locate, acquire, develop, explore,
drill, lease, trade or sell, produce from, invest in and otherwise deal and
mineral and oil and gas properties and products for profit, alone or jointly
with or by arrangement with other entities, (2) Deal and invest in the
securities of other public & private corporations for profit, including mining
entities, (3) Buy, sell, hold and deal in non-mineral real properties,
particularly undeveloped acreage, and to improve and develop the same, (4)
Engage in any and all other lawful business endeavor.
This Corporation shall further have all powers specified in Sections Four
and Five of the Act (UCA Sections 16-10-4,5).
<PAGE>
ARTICLE IV
CAPITAL STOCK
The aggregate number of shares which this Corporation shall have the
authority to issue is 50,000,000 shares all of which shall be one mill par value
(.001) and all of which shall be designated "common stock". ARTICLE V
COMMENCEMENT OF BUSINESS The corporation will not commence business until at
least $1,000.000 has been received as consideration for the issuance of shares.
ARTICLE VI PREEMPTIVE RIGHTS No shareholder shall have preemptive rights.
ARTICLE VII OFFICE AND AGENT
The address of the corporation's initial registered office is as follows:
610 East 4055 South
Salt Lake City, Utah 84107
The name of the Corporation's initial registered agent at The name of the
Corporation's initial registered agent at the address is as follows:
Lawrence Posselli
ARTICLE VIII
BOARD OF DIRECTORS
The management of the affairs, property and interests of the Corporation
shall be vested in a Board of Directors. (a) The number of directors
constituting the initial board shall be Three (3) in number, provided, however,
that the number of directors may be changed from time to time by a provision of
the by-laws, but in no event shall the number of directors be less than three
(3) nor more than ten (10). (b) The following shall be the names and addresses
of the persons who are to serve as directors until the first annual meeting of
the shareholders, or until their successors shall be elected and qualified:
Lawrence Posselli 610 East 4055 South
Salt Lake City, Utah 84107
Gavin Griggs Clawson 1323 Rainsborough Road
Holladay, Utah 84121
Anthony J. Fratto 611 East 4075 South
Salt Lake City, Utah 84107
ARTICLE IX
INTERNAL MANAGEMENT
MEETINGS. Meetings of the shareholders of this Corporation may be held at
such place within or without the State of Utah, as may be provided in the
by-laws. The meetings of the Board of Directors of the corporation, regular or
special, may be held either within or without the State of Utah.
BY-LAWS. By-laws of the Corporation shall be adopted by its Board of
Directors. The by-laws may be altered, amended or repealed from time to time by
majority vote of the Board of Directors. The by- laws may contain any provision
for the regulation and management of the affairs of the Corporation not
inconsistent with the laws of the State of Utah or these Articles of
Incorporation.
ARTICLE X
INCORPORATORS
The names and addresses of the incorporators are as follows:
Lawrence Posselli 610 East 4055 South
Salt Lake City, Utah 84107
Gavin Griggs Clawson 1323 Rainsborough Road
Holladay, Utah 84121
Anthony J. Fratto 611 East 4075 South
Salt Lake City, Utah 84107
<PAGE>
ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The corporation shall indemnify any and all persons who may serve at any
time as directors or officers or who at the request of the Board of Directors of
Corporation may serve or at any time have served as directors or officers of
another corporation in which the corporation at such time owned or may own
shares or stock or of which it was or may be a creditor, and their respective
heirs, administrators, successors, and assignees, against any and all expenses,
including amount paid upon judgments, counsel fees and amounts paid in
settlement (before or after suit is commenced), actually and necessarily
incurred by such persons in connection with the defense or settlement of any
claim, action, suit or proceeding, in which they, or any of them are made
parties, or a party, or which may be asserted against them or any of them, by
reason of being or having been directors or officers or a director or officer of
the Corporation, or such other corporation, except in relation to matters as to
which any such director or officer or former director or officer or person shall
be adjudge in any action, suit or proceeding to be liable for his own negligence
or misconduct in the performance of his duty. Such indemnification shall be in
addition to any other rights to which those indemnified may be entitled under
any law, by-law, agreement, vote of stockholders, or otherwise.
ARTICLE XII
STOCK TRANSFER RESTRICTIONS
The stockholders of the Corporation among themselves and/or with the
Corporation, may, from time to time, unanimously enter into such agreements as
may seem expedient to them relating to shares of stock held by them, and
limiting the transferability thereof either through the by-laws or by separate
agreements, and thereafter any transfer of shares shall be made in accordance
with the terms of such agreements.
ARTICLE XIII
CONTRACTS
No contract or transaction entered into by the Corporation shall be
affected by the fact that any director, officer, employee or stockholder of the
Corporation may in any way be interested in or connected with any party to such
contract or transaction provided, that this interest be first disclosed or have
been known to the Board of Directors or by a majority of such members thereof
and that the contract or transaction be approved by a majority of the director
or stockholders present at the meeting where such contract or transaction is
authorized or confirmed; nor shall any director or stockholder be incapacitated
from having his vote be counted in determining the existence of the quorum at
any meeting of the board of Directors or stockholders which shall authorize any
such contract or transaction and any interested director or stockholder may vote
threat to authorize any such contract or transaction.
<PAGE>
IN WITNESS WHEREOF, the undersigned, being the incorporators execute these
Articles of Incorporation and certify to the truth of the facts herein stated
this 23rd day of June, 1983.
By/S/ Lawrence Posselli
LAWRENCE POSSELLI
By/S/ Gavin Griggs Clawson
GAVIN GRIGGS CLAWSON
STATE OF UTAH
SS.
COUNTY OF SALT LAKE
We, the undersigned, being first duly sworn on oath, depose and say: That
we are the incorporators herinbefore named; that we have read the foregoing
Articles of Incorporation and know the contents thereof and that the same are
true of our own knowledge, except as to matters, therein stated upon information
and belief, and as to those, we believe them to be true.
By/S/Lawrence Posselli
LAWRENCE POSSELLI
By/S/Gavin Griggs Clawson
GAVIN GRIGGS CLAWSON
By/S/Anthony J. Fratto
ANTHONY J. FRATTO
Subscribed and sworn to by Lawrence Posselli, Gavin Griggs Clawson, and
Anthony J. Fratto, before me this 23RD day of June, 1983. By/S/Davis Church
Notary Public Residing in Salt Lake City, UT My Commission Expires:
<PAGE>
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION OF
CAMARON RESOURCES, INC.
Pursuant to the provisions of Section 16-10-57 of the Utah Business
Corporation Act, the undersigned corporation hereby adopts the following
Articles of Amendment to its Articles of Incorporation.
FIRST: The name of the corporation is CAMARON RESOURCES, INC.
SECOND: The following amendments to the Articles of Incorporation of
Camaron Resources, Inc. were duly adopted by the stockholders of the corporation
at a meeting held September 25, 1989, in the manner prescribed by the Utah
Business Corporation Act, to-wit:
See Paragraph Seventh herein.
THIRD: The number of shares of the corporation outstanding at the time of
the adoption of such amendments was 28,323,254, and the number entitled to vote
thereon was 3,718,000.
FOURTH: The designation and number of outstanding shares of each class
entitled to vote thereon as a class were as follows, to-wit:
CLASS NUMBER OF SHARES
Common 3,718,000
FIFTH: The number of shares voted for such amendments was 1,844,000, with
none opposing and none abstaining.
SIXTH: Except as provided in Paragraph Seventh below, these amendments do
not provide for any exchange, reclassification or cancellation of issued shares.
SEVENTH: These amendments do effect a change in the stated capital of the
corporation. Pursuant to resolutions adopted by tile stockholders of the
corporation at a meeting held September 25, 1989, the 20,823,254 shares issued
pursuant to a Contribution and Exchange Agreement entered into between the
Company and stockholders of MEC Oil Corporation were cancelled, leaving
7,500,000 one mill ($0.001) par value common voting shares issued and
outstanding which were reverse split on a basis of eight-tenths for one (.8 for
1), retaining the par value at one mill ($0.001) per share, with appropriate
adjustments being made in the additional paid in capital and stated capital
accounts of the corporation, and resulting in a total of 6,000,000 shares of one
mill ($0.001) par value common voting stock being issued and outstanding.
IN WITNESS WHEREOF, the undersigned President and Secretary, having been
thereunto duly authorized have executed the foregoing Articles of Amendment for
the corporation under the penalties of perjury as of this 28 day of September
1989.
CAMARON RESOURCES, INC.
By /S/ Jannette Nikas
Jannette Nikas, President
Attest:
/S/ SHERYL ROSS
Sheryl Ross, Secretary
<PAGE>
CERTIFICATE OF MERGER OF
CAMARON RESOURCES, INC.
(a Utah corporation)
WITH AND INTO
UNICOM, INC.
(a Delaware corporation)
Pursuant to Section 252 (e) of the General Corporation Law
Camaron Resources,Inc., a corporation formed under the laws of the State of
Utah, desiring to merge with Unicom, Inc., a corporation formed under the laws
of the State of Delaware, pursuant to the provisions of Section 252(c) of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That the names and states of incorporation of each constituent
corporation are;
NAME STATE OF INCORPORATION
Camaron Resources, Inc. Utah
Unicom, Inc. Delaware
SECOND: That a Plan of Merger has been approved, adopted, certified,
executed and acknowledged by each constituent corporation in accordance with
Section 252(c) of the General Corporation Law of the State of Delaware.
THIRD: That the name of the Surviving Corporation is Unicom, Inc., the
Delaware corporation.
FOURTH: That the Certificate of Incorporation of Unicom, Inc. the Delaware
corporation, as now in force and effect, shall continue to be the Certificate of
Incorporation of the Surviving Corporation until amended and changed pursuant to
the provisions of the General Corporation Law of the State of Delaware,
FIFTH: That an executed copy of the Plan of Merger is on file at the
registered office of the Surviving Corporation, 229 South State Street, Dover,
County of Kent, Delaware 19901, and at the office of Jeffrey E. Levine, Esq.,
825 Third Avenue, New York, New York 10022-7574, and that a copy of the Plan of
Merger will be furnished by the Surviving Corporation, on request and without
cost, to any stockholder of any constituent corporation.
SIXTH: The Surviving Corporation agrees that it may be served with process
in the State of Utah, in any proceeding for enforcement of any obligation of any
constituent corporation of the State of Utah, as well as for the enforcement of
any obligation of the Surviving Corporation or resulting corporation arising
from the merger, including any suit or other proceeding to enforce the right of
any stockholders as determined in appraisal proceedings pursuant to the
provisions of the applicable laws of the State of Utah, and hereby irrevocably
appoints the Secretary of State of Utah as its agent to accept service of
process in any suit or other proceeding. The address to which a copy of any such
process shall be mailed by the Secretary of State is: c/o Jeffrey E. Levine,
Esq., 825 Third Avenue, New 'York, Now York 10022-7574.
IN WITNESS WEREOF, said Camaron Resources, Inc., a Utah corporation, and
Unicom, Inc., a Delaware corporation, have caused this Certificate to be
executed by its officers thereunto duly authorized this 2nd day of October,
1989.
CAMARON RESOURCES, INC.
(a Utah corporation)
UNICOM, INC.
(a Delaware corporation)
<PAGE>
BY-LAWS
OF
UNICOM, INC.
FORMERLY CAMERON RESOURCES, INC.
ARTICLE I.
OFFICES
The principal office of the corporation in the State of New York shall be
located in New York City, New York County. Branch or subordiante offices may at
any time be established by the Board of Directors at any place or places as the
corporation is qualified to do business.
The registered office of the corporation required by the General
Corporation Law of the State of Delaware is maintained in the State of Delaware
at 32 Loockerman Square, Suite L-100, Dover, Delaware 19901. The Board of
Directors is hereby granted full power and authority to change the address of
the registered office from one location to another in the State of Delaware.
ARTICLE II.
SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders shall be
held on the seventh day in the month of July in each year, beginning with the
year 1984 at the hour of 11 o'clock a.m.,, for the purpose of electing Directors
and for the transaction of such other business as may come before the meeting.
If the day fixed for the annual meeting shall be a legal holiday in the State of
Delaware, such meeting shall be held on the next succeeding business day. If the
election of Directors shall not be held on the day designated herein for the
annual meeting of the shareholders, or at any adjournment thereof, the Board of
Directors shall cause the election to be held at a special meeting of the
shareholders as soon thereafter as conveniently may be.
Section 2. Special Meetings. Special meetings of the shareholders, 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.
<PAGE>
Section 3. Place of Meeting. The Board of Directors may designate any
place, either within or without the State of New York, as the place of meeting
for any annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of New York,
as the place for the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
office of the corporation in the State of New York.
Section 4. Notice of Meeting. Written or printed notice stating the place,
day and hour 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
nor more than fifty days before the date of the meeting, either personally or by
mail, by or at the direction of the President, or the Secretary, or the officer
or persons calling the meeting, to each shareholder of record entitled to vote
at such meeting. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the corporation, with postage
thereon prepaid.
Section 5. Quorum. 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 shareholders. If less than a majority of the shares are
represented, the meeting may be adjourned 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 shareholders present at a duly organized
meeting may continue to transact business until adjournment, notwithstanding the
withdrawal of enough shareholders to leave less than a quorum.
Section 6. Proxies. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder 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
eleven months from the date of its execution, unless otherwise provided in the
proxy
Section 10. Informal Action by Shareholders. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.
<PAGE>
Section 7. Voting of Shares. Subject to the provisions of Section 9 of this
Article II, each outstanding share entitled to vote shall be entitled to one
vote upon each matter submitted to a vote at a meeting of shareholders.
Section 8. Voting of Shares by Certain Holders. Shares standing in the name
of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may Prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may be
voted by him, either in person or by proxy, without a 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 a 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 so to do be
contained in an appropriate order of the court by which such receiver was
appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been 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 in determining the total number of
outstanding shares at any given time.
Section 9. Cumulative Voting. At each election for Directors every
shareholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to vote,
there shall be no right to cumulate votes by giving one candidate as many votes
as the number of such Directors multiplied by the number of his shares shall
equal, or be distributing such votes on the same principal among any number of
candidates.
<PAGE>
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the corporation
shall be managed by its Board of Directors.
Section 2. Number, Tenure and Qualifications. The number of directors of
the corporation shall be three. Each director shall hold office until the next
annual meeting of the shareholders and until his successor shall have been
elected and qualified. Directors need not be residents of the State of Delaware
or shareholders of the corporation.
Section 3. Regular Meetings. A regular meeting of the Board of Directors
shall be held without other notice than this by-law immediately after, and at
the same place as, the annual meeting of the shareholders. The Board of
Directors may provide, by resolution, the time and place, either within or
without the State of Delaware, for the holding of additional regular meetings
without-other notice than such resolution.
Section 4. Special Meetings. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Delaware, as the place for
holding any special meeting of the Board of Directors called by them.
Section 5. Notice. Notice of any special meetings shall be given at least
ten days previously 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 thereon prepaid. If notice be given by telegram, such
notice shall be deemed to be 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 objections to the transaction of any business
because the meeting is not lawfully called or convened. Neither the 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 notice of such
meeting.
<PAGE>
Section 6. Quorum. A majority of the number of directors fixed by Section 2
of this Article III who are a so stockholders of the corporation 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 any adjourn the meeting from time to time without
further notice.
Section 7. Manner of Action. The act of the majority of the director
present at a meeting at which a quorum is present shall be the act of the Board
of Directors,
Section 8. Vacancies. 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 Predecessor 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 shareholders called for that purpose.
Section 9. Compensation. 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
meetinq of the Board of Directors or a stated salary as Director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 10. Presumption of Assent. A director of the corporation who is
present a, 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 person acting as the secretary
of the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the corporation shall be a president,
one or more vice-presidents (the number thereof to be determined by the Board of
Directors), a secretary, and a treasurer, each of whom shall be elected by the
Board of Directors. Such other officers and assistant officers as may be deemed
necessary may be elected or appointed by the Board of Directors. Any two or more
offices may be held by the same person, except the offices of president and
secretary.
Section 2. Election and Term of Office The officers of the corporation to
be elected by the Board of Directors shall be elected annually at the first
meeting of the Board of Directors held after each annual meeting of the
shareholders. If the election of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Each
officer shall hold office until his successor shall have been duly elected and
shall have qualified or until death or until he shall resign or shall have been
removed in the manner hereinafter provided.
Section 3. Removal. 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 interests of the corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.
Section 4. vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may be filled by the Board
of Directors for the unexpired portion of the tern.
Section 5. President. The President shall be the Principal executive
officer of the corporation and subject to the control of the Board of Directors,
shall in general supervise and control all of the business and affairs of the
corporation. He shall, when present, preside at all meetings of the shareholders
and of the Board of Directors. He may sign, with the Secretary or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, certificates for shares of the corporation, any deeds, mortgages,
bonds, contract, or other instruments which the Board of Directors has
authorized to be executed except in cases whore the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-laws to some other officer or agent of the corporation, or shall be required
by law to be otherwise signed or executed, and in general shall perform all
duties incident to the of f ice of President and such other duties as may be
prescribed by the Board of Directors from time to time.
Section 6. The Vice-Presidents. In the absence of the President in the
event of his death, inability or refusal to act, the Vice-President (or in the
event there be more than one Vice-President, the Vice-Presidents in the order
designated at the time of their election, or in the absence of any designation,
then in the order of their election) shall perform the duties of the President,
and when so acting, shall have all the powers of and be subject to all the
restrictions upon the President. Any Vice-President may sign, with the Secretary
or an Assistant Secretary, certificates for shares of the corporation; and shall
perform such other duties as from time to time may be assigned by him by the
President or by the Board of Directors.
Section 7. The Secretary. The Secretary shall: (a) keep the minutes of the
shareholders; and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these By-laws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents, the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the President, or a Vice-President
certificates for shares of the corporation, the issuance of which shall have
been authorized by resolution of the Board of Directors; (f) have general charge
of the stock transfer books of the corporation; and (g) in general perform all
duties incident to the office of Secretary and such other duties as from time to
time may be assigned to him by the President or by the Board of Directors.
Section 8. The Treasurer. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for moneys due and
payable to the corporation from any source whatsoever, and deposit all such
moneys in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with tie Provisions of Article V
of these By-laws, and (b) in general perform all of the duties incident to the
office of the Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors.
Section 9. Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries, when authorized by the Board of Directors, may sign with the
President or a Vice-President certificates for shares of the corporation the
issuance of which shall have been authorized by a resolution of the Board of
Directors. The Assistant Treasurers shall respectively, if required by the Board
of Directors, give bonds for the faithful discharge of their duties in such sums
and with such sureties as the Board of Directors shall determine. The Assistant
Secretaries and Assistant Treasurers, in general, shall perform such duties as
shall be assigned to them by the Secretary or the Treasurer, respectively, or by
the President or the Board of Directors.
Section 10. Salaries. The salaries of the officers shall be fixed from,
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.
ARTICLE V.
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. 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. Loans. 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.
<PAGE>
Section 3. Checks, Drafts, Etc. All checks, drafts, or other orders for the
payment of money, notes or indebtedness issued in the name of the be signed by
such officer or officers, the corporation and in such manner as time be
determined by resolution of the other evidences of corporation, shall agent or
agents of shall from time to Board of Directors.
Section 4. Deposits. 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 VI.
CERTIFICATES FOR SHARES AND TEEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the
corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or a
Vice-President and by the Secretary or an Assistant 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 or
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 that 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. (a) Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, and cancel the old certificate; every such transfer
shall be entered on the transfer book of the corporation which shall be kept at
its principal office.
(b) The corporation shall be entitled to treat the holder of record of any
share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
<PAGE>
ARTICLE VII
FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of July in
each year.
ARTICLE VII
DIVIDENDS
The directors may from time to time declare, and the corporation may pay,
divdends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX
SEAL
The directors shall provide a corporate seal which shall be circular in
form and shall have inscribed thereon the name of the corporation, the state of
incorporation, year of incorporation and the words, "Corporate Seal".
ARTICLE X
WATVER OF NOTICE
Unless otherwise provided by law, whenever any notice is require to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, a waiver
thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to
the giving of such notice.
ARTICLE XI
AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be
adopted by a vote of the stockholders representing a majority of all the shares
issued and outstanding, at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set out in the notice
of such meeting.
<PAGE>
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