FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Quarterly Period Ended June 30, 1998
Commission File Number 33-55254-41
BIOETHICS, LTD.
(Exact name of registrant as specified in its charter)
Nevada 87-0485312
(State or other jurisdiction of (IRS Employer Identification
incorporation or organization) No.)
8092 South Juniper Court, South Weber, Utah 84405
(Address of principal executive offices)
(Zip Code)
(801) 476-8110
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding as of August 11,
1998
_______ ____________________________
Common Stock 11,000,000
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
<PAGE>
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED BALANCE SHEETS
ASSETS
June 30, December 31,
1998 1997
___________ ___________
CURRENT ASSETS:
Cash in bank $ 39,981 $ -
___________ ___________
$ 39,981 $ -
___________ ___________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 2,746 -
___________ ___________
Total Current Liabilities 2,746 -
___________ ___________
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value,
25,000,000 shares authorized,
11,000,000 shares issued and
outstanding 11,000 1,000
Capital in excess of par value 30,000 -
Deficit accumulated during the
development stage (3,765) (1,000)
___________ ___________
Total Stockholders' Equity 37,235 -
___________ ___________
$ 39,981 $ -
___________ ___________
NOTE: The balance sheet at December 31, 1997 was taken from the
audited financial statements at that date and condensed.
The accompanying notes are an integral part of these financial
statements.
<PAGE>
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
For the Three For the Six From Inception
Months Ended Months Ended on July 3,
June 30, June 30, 1990 Through
_______________ _______________ June 30,
1998 1997 1998 1997 1998
_______ _______ _______ _______ _______________
REVENUE :
Sales $ - $ - $ - $ - $ -
_______ _______ _______ _______ _______________
EXPENSES:
General and
administrative 2,765 - 2,765 - 3,765
_______ _______ _______ _______ _______________
LOSS BEFORE
INCOME TAXES (2,765) - (2,765) - (3,765)
CURRENT TAX EXPENSE - - - - -
DEFERRED TAX EXPENSE - - - - -
_______ _______ _______ _______ _______________
NET LOSS $(2,765) $ - $(2,765) $ - $ (3,765)
_______ _______ _______ _______ _______________
LOSS PER COMMON SHARE $ (.00) $ (.00)$ (.00) $(.00) $ (.00)
_______ _______ _______ _______ _______________
The accompanying notes are an integral part of these financial
statements.
<PAGE>
BIOETHICS, LTD.
[A Development Stage Company]
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
For the Six From Inception
Months Ended on July 3,
June 30, 1990 Through
___________________________ June 30,
1998 1997 1998
_____________ _____________ _____________
Cash Flows to
Operating Activities:
Net loss $ (2,765) $ - $ (3,765)
Adjustments to
reconcile net loss
to net cash used by
operating activities:
Depreciation and
amortization - - -
Changes in assets
and liabilities:
Accounts payable 2,746 - 2,746
_____________ _____________ _____________
Net Cash Flows
to Operating
Activities (19) - (1,019)
_____________ _____________ _____________
Cash Flows to
Investing Activities:
Payment of
organization costs - - -
_____________ _____________ _____________
Net Cash to
Investing
Activities - - -
_____________ _____________ _____________
Cash Flows from
Financing Activities:
Proceeds from common
stock issuance 40,000 - 41,000
_____________ _____________ _____________
Net Cash from
Financing
Activities 40,000 - 41,000
_____________ _____________ _____________
Net Increase (Decrease)
in Cash 39,981 - 39,981
Cash at Beginning
of Period - - -
_____________ _____________ _____________
Cash at End of Period $ 39,981 $ - $ 39,981
_____________ _____________ _____________
Supplemental Disclosures of Cash Flow information:
Cash paid during the period for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
Supplemental schedule of Noncash Investing and Financing
Activities:
For the period ended June 30, 1998 and 1997:
None
The accompanying notes are an integral part of these financial
statements.
<PAGE>
BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the
State of Nevada on July 26, 1990. The Company has not yet
generated significant revenues from its planned principal
operations and is considered a development stage company as
defined in SFAS No. 7. The Company was organized to provide a
vehicle for participating in potentially profitable business
ventures which may become available through the personal contacts
of, an at the complete discretion of, the Company's officers and
directors. The Company has, at the present time, not paid any
dividends and any dividends that may be paid in the future will
depend upon the financial requirements of the Company and other
relevant factors.
Condensed Financial Statements - The accompanying financial
statements have been prepared by the Company without audit. In
the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the
financial position, results of operations and cash flows at June
30, 1998 and for all the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted.
It is suggested that these condensed financial statements be read
in conjunction with the financial statements and notes thereto
included in the Company's December 31, 1997 audited financial
statements. The results of operations for the periods ended June
30, 1998 is not necessarily indicative of the operating results
for the full year.
Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles required
management to make estimates and assumptions that effect the
reported amounts of assets and liabilities, the disclosures 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 estimated by management.
NOTE 2 - COMMON STOCK
During July, 1990, in connection with its organization, the
Company issued 1,000,000 shares of its previously authorized, but
unissued common stock. Total proceeds from the sale of stock
amounted to $1,000 (or $.001 per share).
During May, 1998, the Company issued 10,000,000 shares of its
previously authorized, but unissued common stock. Total proceeds
from the sale of stock amounted to $40,000 (or $.004 per share).
The issuance of common stock resulted in a change in control of
the Company [See Note 5].
NOTE 3 - INCOME TAXES
The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards No. 109 "Accounting
for Income Taxes". FASB 109 requires the Company to provide a
net deferred tax asset/liability equal to the expected future tax
benefit/expense of temporary reporting differences between book
and tax accounting methods and any available operating loss or
tax credit carryforwards. At June 30, 1997, there were no
material deferred tax assets or liabilities, current or deferred
tax expense, or net operating loss carryforwards.
<PAGE>
BIOETHICS, LTD.
[A Development Stage Company]
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
NOTE 4 - RELATED PARTY TRANSACTIONS
Management Compensation - The Company has not paid any
compensation to its officers and directors.
Office Space - The Company has not had a need to rent office
space. An officer/shareholder of the Company is allowing the
Company to use his home as a mailing address, as needed, at no
expense to the Company.
NOTE 5 - CHANGES IN CONTROL
During May, 1998, the Company raised $40,000 through the sale of
10,000,000 shares of common stock. The shares sold represent
approximately ninety-one percent (91%) of the outstanding shares
of common stock of the Company resulting in a change in control
of the Company. The proceeds from the stock sale will be used to
pay for legal and accounting fees and for management to search
for possible business opportunities. The former officers and
directors of the Company resigned and an individual holding
approximately 23% of the outstanding common stock was appointed
as the sole member of the Board of Directors of the Company and
as the new President, Chief Executive Officer, Chief Financial
Officer, and Secretary/Treasurer of the Company.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion and analysis provides information
which management believes is relevant to an assessment and
understanding of the Company's consolidated results of operations
and financial condition. The discussion should be read in
conjunction with the consolidated financial statements and notes
thereto.
The Company has no business operations, and very limited assets
or capital resources. The Company's business plan is to seek one
or more potential business ventures that, in the opinion of
management, may warrant involvement by the Company. The Company
recognizes that because of its limited financial, managerial and
other resources, the type of suitable potential business ventures
which may be available to it will be extremely limited. The
Company's principal business objective will be to seek long-term
growth potential in the business venture in which it participates
rather than to seek immediate, short-term earnings. In seeking to
attain the Company's business objective, it will not restrict its
search to any particular business or industry, but may
participate in business ventures of essentially any kind or
nature. It is emphasized that the business objectives discussed
are extremely general and are not intended to be restrictive upon
the discretion of management.
The Company will not restrict its search for any specific kind of
firms, but may participate in a venture in its preliminary or
development stage, may participate in a business that is already
in operation or in a business in various stages of its corporate
existence. It is impossible to predict at this stage the status
of any venture in which the Company may participate, in that the
venture may need additional capital, may merely desire to have
its shares publicly traded, or may seek other perceived
advantages which the Company may offer. In some instances, the
business endeavors may involve the acquisition of or merger with
a corporation which does not need substantial additional cash but
which desires to establish a public trading market for its common
stock.
The Company does not have sufficient funding to meet its cash
needs. The current sole officer and director has expressed her
intent to borrow funds to the extent possible, to fund the costs
of operating the Company until a suitable business venture can be
completed. Management does not anticipate raising funds during
the next twelve months. There is no assurance that the Company
will be able to successfully identify and/or negotiate a suitable
potential business venture.
The Company has experienced net losses during the
development stage (July 26, 1990 to present) and has had no
significant revenues during such period. During the past two
fiscal years the Company has had no business operations. In light
of these circumstances, the ability of the Company to continue as
a going concern is significantly in doubt. The attached financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
Forward-Looking Statements
When used in this Form 10-Q or other filings by the Company
with the Securities and Exchange Commission, in the Company's
press releases or other public or shareholder communications, or
in oral statements made with the approval of an authorized
officer of the Company's executive officers, the words or phrases
"would be", "will allow", "intends to", "will likely result",
"are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions are intended to identify
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance
on any forward-looking statements, which speak only as of the
date made, and advises readers that forward-looking statements
involve various risks and uncertainties. The Company does not
undertake, and specifically disclaims any obligation to update
any forward-looking statements to reflect occurrences or
unanticipated events or circumstances after the date of such
statement.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
On May 29, 1998, the Company issued 10,000,000 shares of Common
Stock to thirteen accredited investors and raised gross proceeds
of $40,000 in a non public offering in connection therewith.
There were no underwriting discounts or commissions. These
transactions were not registered under the Securities Act of
1933, in reliance on the exemption from registration in Section
4(2) of the Act, as transactions not involving any public
offering, and Regulation D promulgated thereunder. These
securities were issued as restricted securities and the
certificates were stamped with restrictive legends to prevent any
resale without registration under the Act or in compliance with
an exemption.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Submission of Matters to Vote of Securityholders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
NO.
3(i).1 Articles of Incorporation of the Company
3(ii).1 Bylaws of the Company
27 Financial Data Schedule
(b) Reports on Form 8-K:
One report on Form 8-K, dated May 29, 1998, was filed during
the quarter for which this report is filed reporting a change in
control of the registrant, resignation of officers and directors
and change in certifying accountants.
<PAGE>
SIGNATURES
In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BIOETHICS, LTD.
Date: August 14, 1998 By /s/ Mark J. Cowan
___________________________
Mark J. Cowan
President, Chief Executive
Officer, Chief Financial
Officer and Director
EXHIBIT3(i).1
(Articles Of Incorporation)
<PAGE>
ARTICLES OF INCORPORATION
OF
BIOETHICS, LTD.
I THE UNDERSIGNED natural person of the age of 21 years or
more, acting as incorporator of a corporation under the Private
Corporations provisions of 78-010, et seq., NEVADA REVISED
STATUTES, (hereinafter referred to as the "N.R.S."), adopt the
following Articles of Incorporation for such Corporation:
ARTICLE I
NAME
The name of the Corporation is BIOETHICS, LTD.
ARTICLE II
PRINCIPAL OFFICE
The initial principal office of the Corporation shall be
located at 216 South Fourth Street, Las Vegas, Nevada, 89106,
and/or such other place as the directors shall designate.
ARTICLE III
DURATION
The period of duration of the Corporation is perpetual.
ARTICLE IV
PURPOSES AND POWERS
The purposes for which the corporation is organized are to
engage in any activity or business not in conflict with the laws
of the State of Nevada or of the United States of America, and
<PAGE>
without limiting the generality of the foregoing, specifically,
to have and to exercise all the powers now or hereafter conferred
by the laws of the State of Nevada upon corporations organized
and any and all acts amendatory thereof and supplemental thereto.
ARTICLE V
AUTHORIZED SHARES
The aggregate number of shares which the Corporation shall
have authority to issue is 25,000,000 shares, having a par value
of $0.001 (l mill) per share. The stock shall be designated as
Class "A" voting common stock and shall have the same rights and
preferences. The common stock shall not be divided into classes
and may not be issued in series. Fully paid stock of this
Corporation shall not be liable for any further call or
assessment. The total capitalization of the Corporation shall be
$25,000.
ARTICLE VI
PRE-EMPTIVE RIGHTS
No stockholder of the Corporation shall, because of his
ownership of stock, have a pre-emptive or other right to
purchase, subscribe for or take part of any of the notes,
debentures, bonds or other securities convertible into or
carrying options for warrants to purchase stock of the
Corporation issued, optioned or sold by it after its
incorporation, except as may be otherwise stated in these Article
of Incorporation or by an amended certificate of said Articles
<PAGE>
duly filed, may at any time be issued, optioned for sale and sold
or disposed of by the Corporation pursuant to the resolution of
its Board of Directors to such person, persons or organizations
and upon such terms as may to such Board of Directors seem
proper, without first offering such stock or securities or any
part thereof to existing stockholders, except as required in
Article V of these Articles of Incorporation.
ARTICLE VII
VOTING OF SHARES
Each outstanding share of the class "A" common stock of the
Corporation shall be entitled to one vote on each matter
submitted to a vote at a meeting of the stockholders. Each
shareholder shall be entitled to vote his or its shares in person
or by proxy, executed in writing by such shareholder or by its
duly authorized attorney in fact. 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 or it for as many persons as there are directors to
be elected and for whose election he or it has the right to vote,
but the shareholder shall have no right, whatsoever, to
accumulate his or its votes with regard to such election.
ARTICLE VIII
DIRECTORS
The governing board of this Corporation shall be called
directors, and the number of directors may from time to time be
<PAGE>
specified by the By-laws of the Corporation at not less than one,
nor more than fifteen. When the By-laws do not specify the number
of directors, the number of directors shall be three (3), or
equal to the number of shareholders should there be less than
three initial shareholders. The name of the initial director,
being also the incorporator and sole shareholder, is:
NAME ADDRESS
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT
84106
which director shall hold office until the first meeting of the
shareholders of the Corporation and until his or her successors
have been duly elected and qualified. Directors need not be
residents of the State of Nevada or shareholders of the
Corporation.
ARTICLE IX
INCORPORATOR
The name and address of the sole incorporator and sole
initial shareholder of this Corporation is:
NAME ADDRESS
LESLIE H. SHAW 3760 So. Highland Dr. #300, Salt Lake City, UT
84106
Dated this 8th day of February 1990.
/s/ Leslie H. Shaw
Incorporator
<PAGE>
State of Utah )
) ss.
County of Salt Lake )
Personally appeared before me this 8th day of February 1990,
Leslie H. Shaw, signer of the foregoing instrument who being by
me first duly sworn, declared that she is the person who signed
the foregoing as incorporator and that the statements contained
therein are true.
/s/ David R. Yeaman
Notary Public
Residing in: Salt Lake
EXHIBIT 3(i).2
(Bylaws)
<PAGE>
BYLAWS
OF
BIOETHICS, LTD.
ARTICLE I
OFFICE
The Board of Directors shall designate and the Corporation
shall maintain a principal office. The location of the principal
office may be changed by the Board of Directors. The Corporation
may also have offices in such other places as the Board may from
time to time designate.
The location of the principal office of the Corporation
shall be: 216 South Fourth Street, Las Vegas, Nevada, 89101.
ARTICLE II
SHAREHOLDERS MEETING
Section 1. Annual Meetings. The annual meeting of the
shareholders of the Corporation shall be held at such place
within or without the State of Nevada as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the
10th day of July of each year beginning at 10:00. If such day is
a legal holiday, the meeting shall be on the next business day.
This meeting shall be for the election of Directors and for the
transaction of such other business as may properly come before
it.
Section 2 Special Meetings. Special meetings of
shareholders, other than those regulated by statute, may be
called at any time by the President, or a majority of the
Directors, and must be called by the President upon written
request of the holders of 50% of the outstanding shares entitled
<PAGE>
to vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by
whom or at whose direction the meeting is called shall be given.
The notice shall be given to each shareholder of record in the
same manner as notice of the annual meeting. No business other
than that specified in the notice of the meeting shall be
transacted at any such special meeting.
Section 3. Notice of Shareholder Meetings. The Secretary
shall give written notice stating the place, day, and hour of the
meeting, and in the case of a special meeting, the purpose or
purposes for which the meeting is called, which shall be
delivered not less than ten nor more than fifty days before the
date of the meeting, either personally or by mail 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 books of the Corporation,
with postage thereon prepaid.
Section 4. Place of Meeting. The Board of Directors may
designate any place, either within or without the State of
Nevada, 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
Nevada, as the place for the holding of such meeting. If no
designation is made, or if a special meeting be otherwise called,
<PAGE>
the place of meeting shall be the principal office of the
Corporation.
Section 5. Record Date. The Board of Directors may fix a
date not less than ten nor more than fifty days prior to any
meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings
of the shareholders. The transfer books may be closed by the
Board of Directors for a stated period not to exceed fifty days
for the purpose of determining shareholders entitled to receive
payment of any dividend, or in order to make a determination of
shareholders for any other purpose.
Section 6. 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 outstanding shares are represented at
a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At a
meeting resumed after any such adjournment at which a quorum
shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally
noticed. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding
the withdrawal of shareholders in such number that less than a
quorum remain.
Section 7. Voting. A holder of an outstanding share,
entitled to vote at a meeting, may vote at such meeting in person
or by proxy. Except as may otherwise be provided in the Articles
<PAGE>
of Incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the Articles of
Incorporation otherwise provided, all corporate action shall be
determined by 50% of the votes cast at a meeting of shareholders
by the holders of share entitled to vote thereon.
Section 8. Proxies. At all meetings of shareholders, a
shareholder may vote in person or 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 9. Informal Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any
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.
ARTICLE III
BOARD OF DIRECTORS
Section 1. General Powers. The business and affairs of the
Corporation shall be managed by its Board of Directors. The Board
of Directors may adopt such rules and regulations for the conduct
of their meetings and the management of the Corporation as they
deem proper.
Section 2. Number. Tenure and Qualifications. The number of
Directors of the Corporation shall be three. Each Director shall
<PAGE>
hold office until the next annual meeting of shareholders and
until his successor shall have been elected and qualified.
Directors need not be residents of the State of Nevada or
shareholders of the Corporation.
Section 3. Regular Meetings. A regular meeting of the Board
of Directors shall be held without other notice than by this
Bylaw, immediately following after and at the same place as the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding of
additional regular meetings without other notice than this
resolution.
Section 4. Special Meetings. Special meetings of the Board
of Directors may be called by order of the Chairman of the Board,
the President, or by one-third of the Directors. The Secretary.
shall give notice of the time, place and purpose or purposes of
each special meeting by mailing the same at least two days before
the meeting or by telephoning or telegraphing the same at least
one day before the meeting to each Director.
Section 5. Quorum. A majority of the members of the Board
of Directors shall constitute a quorum for the transaction of
business, but less than a quorum may adjourn any meeting from
time to time until a quorum shall be present, whereupon the
meeting may be held, as adjourned, without further notice. At any
meeting at which every Director shall be present, even though
without any notice, any business may be transacted.
Section 6. Manner of Acting. At all meetings of the Board of
<PAGE>
Directors, each Director shall have one vote. The act of a
majority present at a meeting shall be the act of the Board of
Directors, provided a quorum is present.
Section 7. Vacancies. A vacancy in the Board of Directors
shall be deemed to exist in case of death, resignation, or
removal of any Director, or if the authorized number of Directors
be increased, or if the shareholders fail at any meeting of
shareholders at which any Director is to be elected, to elect the
full authorized number to be elected at that meeting.
Section 8. Removals. Directors may be removed at any time by
a vote of the shareholders holding 50% of the shares outstanding
and entitled to vote. Such vacancy shall be filled by the
Directors then in office, though less than a quorum, to hold
office until the next annual meeting or until his successor is
duly elected and qualified, except that any directorship to be
filled by reason of removal by the shareholders may be filled by
election by the shareholders at the meeting at which the Director
is removed. No reduction of the authorized number of Directors
shall have the effect of removing any Director prior to the
expiration of his term of office.
Section 9. Resignation. A Director may resign at any time by
delivering written notification thereof to the President or
Secretary of the Corporation. Resignation shall become effective
upon its acceptance by the Board of Directors; provided, however,
that if the Board of Directors has not acted thereon within ten
days from the date of its delivery, the resignation shall upon
the tenth day be deemed accepted.
<PAGE>
Section 10. Presumption of Assent. 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 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.
Section 11. 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 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 therefore.
Section 12. Emergency Power. When, due to a national
disaster or death, a majority of the Directors are incapacitated
or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall
have all the powers necessary to function as a complete Board,
and for the purpose of doing business and filling vacancies shall
constitute a quorum, until such time. as all Directors can attend
or vacancies can be filled pursuant to these Bylaws.
Section 13. Chairman. The Board of Directors may elect from
<PAGE>
its own number a Chairman of the Board, who shall preside at all
meetings of the Board of Directors, and shall perform such other
duties as may be prescribed from time to time by the Board of
Directors.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be
a President, one or more Vice- Presidents, a Secretary, a
Treasurer, a General Manager, and a General Counsel, each of whom
shall be elected by a majority of 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. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person, except the offices of President and Secretary.
Officers may or may not be directors or shareholders of the
Corporation.
Section 2. Election and Term of Office. The officers of the
Corporation to be elected by the Board of Directors shall be
elected annually by the Board of Directors 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 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 resign or shall
have been removed in the manner hereinafter provided.
<PAGE>
Section 3. Resignation. Any officer may resign at any time
by delivering a written resignation either to the President or to
the Secretary. Unless otherwise specified therein, such
resignation shall take effect upon delivery.
Section 4. Removal. Any officer or agent may be removed by
the Board of Directors whenever in its judgment the best
interests of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if
any, of the person so removed. Election or appointment of an
officer or agent shall require 50% vote of the Board of
Directors, exclusive of the officer in question if he is also a
Director.
Section 5. Vacancies. A vacancy in any office because of
death, resignation, removal, disqualification or otherwise, or if
a new office shall be created, such vacancy may be filled by the
Board of Directors for the unexpired portion of the term.
Section 6. President. The President shall be the chief
executive and administrative officer of the company. He shall
preside at all meetings of the stockholders and, in the absence
of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain
to the office of President and shall have general and active
supervision over the property, business, and affairs of the
company and over its several officers. He may appoint officers,
agents, or employees other than those appointed by the Board of
Directors. He may sign, execute and deliver in the name of the
company powers of attorney, contracts, bonds and other
<PAGE>
obligations, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
Section 7. Vice-President. The Vice-President shall have
such powers and perform such duties as may be assigned to him by
the Board of Directors or the President. In the absence or
disability of the President, the Vice-President designated by the
Board or the President shall perform the duties and exercise the
powers of the President. A Vice-President may sign and execute
contracts and other obligations pertaining to the regular course
of his duties.
Section 8. Secretary. The Secretary shall, subject to the
direction of a designated Vice-President, keep the minutes of all
meetings of the stockholders and of the Board of Directors and,
to the extent ordered by the Board of Directors or the President,
the minutes of meetings of all committees. He shall cause notice
to be given of meetings of stockholders, of the Board of
Directors, and of any committee appointed by the Board. He shall
have custody of the corporate seal and general charge of the
records, documents and papers of the company not pertaining to
the performance of the duties vested in other officers, which
shall at all reasonable times be open to the examination of any
Director. He may sign or execute contracts with the President or
Vice-President thereunto authorized in the name of the company
and affix the seal of the company thereto. He shall perform such
other duties as may be prescribed from time to time by the Board
of Directors or by the Bylaws. He shall be sworn to the faithful
<PAGE>
discharge of his duties. Assistant Secretaries shall assist the
Secretary and shall keep and record such minutes of meetings as
shall be directed by the Board of Directors.
Section 9. Treasurer. The Treasurer shall, subject to the
direction of a designated Vice-President, have general custody of
the collection and disbursement of funds of the company. He shall
endorse an behalf of the company for collection checks, notes and
other obligations, and shall deposit the same to the credit of
the company in such bank or banks or depositories as the Board of
Directors may designate. He may sign, with the President or such
other persons as may be designated for the purpose by the Board
of Directors, all bills of exchange or promissory notes of the
company. He shall enter or cause to be entered regularly in the
books of the company full and accurate account of all monies
received and paid by him on account of the company; shall at all
reasonable times exhibit his books and accounts to any Director
of the company upon application at the office of the company
during business hours; and, whenever required by the Board of
Directors or the President, shall render a statement of his
accounts. He shall perf a= such other duties as may be prescribed
f ram time to time by the Board of Directors or by the Bylaws. He
shall give bond for the faithful performance of his duties in
such sum and with or without such surety as shall be approved by
the Board of Directors.
Section 10. General Counsel. The General Counsel shall
advise and represent the company generally in all legal matters
and proceedings, and shall act as counsel to the Board of
<PAGE>
Directors and the Executive Committee. The General Counsel may
sign and execute pleadings, powers of attorney pertaining to
legal matters, and any other contracts and documents in the
regular course of his duties.
Section 11. General Manager. The Board of Directors may
employ and appoint a General Manager who may, or may not, be one
of the officers or Directors of the corporation. He shall be the
chief operating officer of the corporation and, subject to the
directions of the Board of Directors, shall have general charge
of the business operations of the corporation and general
supervision over its employees and agents. He shall have the
exclusive management of the business of the corporation and of
all of its dealings, but at all times subject to the control of
the Board of Directors. Subject to the approval of the Board of
Directors or the Executive Committee, he shall employ all
employees of the corporation, or delegate such employment to
subordinate officers, or such division chiefs, and shall have
authority to discharge any person so employed. He shall make a
report to the. President and Directors quarterly, or more often
if required to do so, setting forth the result of the operations
under his charge, together with suggestions looking to the
improvement and betterment of the condition of the corporation,
and to perform such other duties as the Board of Directors shall
require.
Section 12. Other Officers. Other officers shall perform
such duties and have such powers as may be assigned to them by
the Board of Directors.
<PAGE>
Section 13. Salaries. The salaries or other compensation of
the officers of the corporation shall be fixed from time to time
by the Board of Directors, except that the Board of Directors may
delegate to any person or group of persons the power to fix the
salaries or other compensation of any subordinate officers or
agents. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he is also a
Director of the corporation.
Section 14. Surety Bonds. In case the Board of Directors
shall so require, any officer or agent of the corporation shall
execute to the corporation a bond in such sums and with such
surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the
corporation, including responsibility for negligence and for the
accounting for all property, monies or securities of the
corporation which may come into his hands.
ARTICLE V
COMMITTEES
Section 1. Executive Committee. The Board of Directors may
appoint from among its members an Executive Committee of not less
than two nor more than seven members, one of whom shall be the
President, and shall designate one of such members as Chairman.
The Board may also designate one or more of its members as
alternates to serve as members of the Executive Committee in
the absence of a regular member or members. The Board of
Directors reserves to itself alone the power to declare
dividends, issue stock, recommend to stockholders any action
requiring their approval, change the membership of any committee
<PAGE>
at any time, f ill vacancies therein, and discharge any committee
either with or without cause at any time. Subject to the
foregoing limitations, the Executive Committee shall possess and
exercise all Other powers of the Board of Directors during the
intervals between meetings.
Section 2. Other Committees. The Board of Directors may
also appoint from among its own members such other committees as
the Board of Directors may determine, which shall in each case
consist of not less than two Directors, and which shall have such
powers and duties as shall from time to time be prescribed by the
Board. The President shall be a member ex officio of each
committee appointed by the Board of Directors. A majority of the
members of any committee may fix its rules of procedure.
ARTICLE VI
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 loan or advances shall be contracted
on behalf of the corporation, no negotiable paper or other
evidence of its obligation under any loan or advance shall be
issued in its name, and no property of the corporation shall be
mortgaged, pledged, hypothecated or transferred as security for
the payment of any loan, advance, indebtedness of liability of
the corporation unless and except as authorized by the Board of
Directors. Any such authorization may be general or confined to
<PAGE>
specific instances.
Section 3. 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, or as may be
selected by any officer or agent authorized to do so
by the Board of Directors.
Section 4. Checks and Drafts. All notes, drafts,
acceptances, checks, endorsements and evidences of indebtedness
of the corporation shall be signed by such officer or officers or
such agent or agents of the corporation and in such manner as the
Board of Directors from time to time may determine. Endorsements
for deposit to the credit of the corporation in any of its duly
authorized depositories shall be made in such manner as the Board
of Directors from time to time may determine.
Section 5. Bonds and Debentures. Every bond or debenture
issued by the corporation shall be evidenced by an appropriate
instrument which shall be signed by the President or a Vice-
President and by the Treasurer or by the Secretary, and sealed
with the seal of the corporation. The seal may be facsimile,
engraved or printed. Where such bond or debenture is
authenticated with the manual signature of an authorized officer
of the corporation or other trustee designated by the indenture
of trust or other agreement under which such security is issued,
the signature of any of the corporation's officers named thereon
may be facsimile. In case any officer who signed, or whose
facsimile signature has been used on any such bond or debenture,
<PAGE>
shall cease to be an officer of the corporation for any reason
before the same has been delivered by the corporation, such bond
or debenture may nevertheless be adopted by the corporation and
issued and delivered as though the person who signed it or whose
facsimile signature has been used thereon had not ceased to be
such officer.
ARTICLE VII
CAPITAL STOCK
Section 1. Certificate of Share. The shares of the
corporation shall be represented by certificates prepared by the
Board of Directors and signed by the President or the Vice-
President and by the Secretary, and sealed with the seal of the
corporation or a facsimile. The signatures of such officers upon
a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar
other than the corporation itself or one of its employees. 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 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.
<PAGE>
Section 2. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto 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.
Section 3. Transfer Agent and Registrar. The Board of
Directors shall have power to appoint one or more transfer agents
and registrars for the transfer and registration of certificates
of stock of any class, and may require that stock certificates
shall be countersigned and registered by one or more of such
transfer agents and registrars.
Section 4. Lost or Destroyed Certificates. The corporation
may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed.
The Board of Directors may require the owner of such a
certificate or his legal representative to give the corporation a
bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the corporation as transfer agents and
registrars, if any, against claims that may be made on account of
the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
<PAGE>
Section 5. Consideration for Shares. The capital stock of
the corporation shall be issued for such consideration, but not
less than the par value thereof, as shall be fixed from time to
time by the Board of Directors. In the absence of fraud, the
determination of the Board of Directors as to the value of any
property or services received in full or partial payment of
shares shall be conclusive.
Section 6. Registered Shareholders. The company shall be
entitled to treat the holder of record of any share or shares of
stock as the holder thereof, in fact, and shall not be bound to
recognize any equitable or other claim to or on behalf of this
company any and all of the rights and powers incident to the
ownership of such stock at any meeting, and shall have power and
authority to execute and deliver proxies and consents on behalf
of this company in connection with the exercise by this company
of the rights and powers incident to the ownership of such stock.
The Board of Directors, from time to time, may confer like powers
upon any other person or persons.
ARTICLE VIII
INDEMNIFICATION
Section 1. Indemnification. No officer or Director shall be
personally liable for any obligations of the corporation or for
any duties or obligations of the corporation or for any duties or
obligations arising out of any acts or conduct of said officer or
Director performed for or on behalf of the corporation. The
corporation shall and does hereby indemnify and hold harmless
each person and his heirs and administrators who shall serve at
any time hereafter as a Director or officer of the corporation
<PAGE>
from and against any and all claims, judgments and liabilities to
which such persons shall become subject by reason of his having
heretofore or hereafter been a Director or officer of the
corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such person from all suits or claims as provided
for under the provisions of the Nevada Business Corporation Act;
provided, however, that no such person shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with any claim or liability arising out of his own negligence or
willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other
right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the corporation to
indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The corporation, its
directors, officers, employees and agents shall be fully
protected in taking any action or making any payment, or in
refusing so to do in reliance upon the advice of counsel.
Section 2. Other Indemnification. The indemnification
herein provided shall not be deemed exclusive of any other rights
to which those seeking indemnification may be entitled under any
bylaw, agreement, vote of stockholders or disinterested
directors, or otherwise, both as to action in his official
<PAGE>
capacity and as to action in another capacity while holding such
office, and shall continue as to a person who has ceased to be a
director, officer or employee, and shall inure to the benefit of
the heirs, executors and administrators of such person.
Section 3. Insurance. The corporation may purchase and
maintain insurance on behalf of any person who is or was a
Director, officer or employee of the corporation, or is or was
serving at the request of the corporation as a Director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against him and incurred by him in any such capacity, or arising
out of his status as such, whether or not the corporation would
have the power to indemnify him against liability under the
provisions of this section or of the general Corporation Law of
Nevada.
Section 4. Settlement by Corporation. The right of any
person to be indemnified shall be subject always to the right of
the corporation by its Board of Directors, in lieu of such
indemnity, to settle any such claim, action, suit or proceeding
at the expense of the corporation by the payment of the amount of
such settlement and the costs and expenses incurred in connection
therewith.
ARTICLE IX
WAIVER OF NOTICE
Whenever any notice is required to be given to any
shareholder or Director of the corporation under the provisions
of these Bylaws, or under the provisions of the Articles of
Incorporation, or under the provisions of the Nevada Business
<PAGE>
Corporation Act, a waiver thereof in writing signed by the
person or person entitled to such notice, whether before or after
the time stated therein, shall be deemed equivalent to the giving
of such notice. Attendance at any meeting shall constitute a
waiver of notice of such meetings, except where attendance is for
the express purpose of objecting to the legality of that meeting.
ARTICLE X
AMENDMENTS
These bylaws may be altered, amended repealed, or new
bylaws adopted by 50% of the entire Board of Directors at any
regular or special meeting. Any bylaw adopted by the Board may be
repealed or changed by action of the shareholders.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed and may be
varied by resolution of the Board of Directors.
ARTICLE XII
DIVIDENDS
The Board of Directors may at any regular or special
meeting, as they deem advisable, declare dividends payable out of
the surplus of the corporation.
ARTICLE XIII
CORPORATE SEAL
The seal of the corporation shall be in the form, of a
circle and shall bear the name of the corporation and the year of
incorporation per sample affixed hereto.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from financial
statements for the six month period ended June 30, 1998, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 39,981
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 39,981
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 39,981
<CURRENT-LIABILITIES> 2,746
<BONDS> 0
0
0
<COMMON> 11,000
<OTHER-SE> 26,235
<TOTAL-LIABILITY-AND-EQUITY> 39,981
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,765
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,765)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,765)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,765)
<EPS-PRIMARY> (0)
<EPS-DILUTED> (0)
</TABLE>
