EXHIBIT 2.6 STOCK EXCHANGE AGREEMENT
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (THE " 1933 ACT"), NOR REGISTERED UNDER ANY
STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN
RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933
ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE
COMPANY.
AGREEMENT FOR THE EXCHANGE OF COMMON STOCK
AGREEMENT made this 28th day of February 1999, by and between Ascot
Industries, Inc., a Nevada corporation, (the "ISSUER") and American Internet
Technical Centers, Inc. and the individuals listed in Exhibit A attached hereto,
(the "SHAREHOLDERS"), which SHAREHOLDERS own all of the issued and outstanding
shares of American Internet Technical Centers, Inc., a Florida corporation.
("AIT")
In consideration of the mutual promises, covenants, and representations
contained herein, and other good and valuable consideration,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. EXCHANGE OF SECURITIES. Subject to the terms and conditions of this
Agreement, the ISSUER agrees to issue to SHAREHOLDERS, 10,000,000 shares of the
common stock of ISSUER, $.001 par value (the "Shares"), in exchange for 100% of
the issued and outstanding shares of the AIT, such that AIT shall become a
wholly owned subsidiary of the ISSUER.
2. REPRESENTATIONS AND WARRANTIES. ISSUER represents and warrants to
SHAREHOLDERS and AIT the following:
i. Organization. ISSUER is a corporation duly organized, validly
existing, and in good standing under the laws of Nevada, and has all
necessary corporate powers to own properties and carry on a business, and
is duly qualified to do business and is in good standing in Nevada. All
actions taken by the Incorporators, directors and shareholders of ISSUER
have been valid and in accordance with the laws of the State of Nevada.
ii. Capital. The authorized capital stock of ISSUER cornetists of
20,000,000 shares of common stock, $.001 par value, of which 11,600,000 are
issued and outstanding, and 1,000,000 shares of preferred stock, par value
$.001, none of which are issued. All outstanding shares are fully paid and
non assessable, free of liens, encumbrances, options, restrictions and
legal or equitable rights of others not a party to this Agreement. At
closing, there will be no outstanding subscriptions, options, rights,
warrants, convertible securities, or other agreements or commitments
obligating ISSUER to issue or to transfer from treasury any additional
shares of its capital stock. None of
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the outstanding shares of ISSUER are subject to any stock restriction
agreements. All of the shareholders of ISSUER have valid title to such
shares and acquired their shares in a lawful transaction and in accordance
with the laws of Nevada.
iii. Financial Statements. Exhibit B to this Agreement includes the
balance sheet of ISSUER as of February 28, 1999, and the related statements of
income and retained earnings for the period then ended. The financial statements
have been prepared in accordance with generally accepted accounting principles
consistently followed by ISSUER throughout the periods indicated, and fairly
present the financial position of ISSUER as of the date of the balance sheet in
the financial statements, and the results of its operations for the periods
indicated.
iv. Absence of Changes. Since the date of the financial statements,
there has not been any change in the financial condition or operations of
ISSUER, except changes in the ordinary course of business, which changes have
not in the aggregate been materially adverse.
v. Liabilities. ISSUER does not have any debt, liability, or obligation
of any nature, whether accrued, absolute, contingent, or otherwise, and whether
due or to become due, that is not reflected on the ISSUERS' financial statement.
ISSUER is not aware of any pending, threatened or asserted claims, lawsuits or
contingencies involving ISSUER or its common stock. There is no dispute of any
kind between ISSUER and any third party, and no such dispute will exist at the
closing of this Agreement. At closing, ISSUER will be free from any and all
liabilities, liens, claims and/or commitments.
vi. Ability to Carry Out Obligations. ISSUER has the right, power, and
authority to enter into and perform its obligations under this Agreement. The
execution and delivery of this Agreement by ISSUER and the performance by ISSUER
of its obligations hereunder will not cause, constitute, or conflict with or
result in (a) any breach or violation or any of the provisions of or constitute
a default under any license, indenture, mortgage, charter, instrument, articles
of incorporation, bylaw, or other agreement or instrument to which ISSUER or its
shareholders are a party, or by which they may be bound, nor will any consents
or authorizations of any party other than those hereto be required, (b) an event
that would cause ISSUER to be liable to any party, or (c) an event that would
result in the creation or imposition or any lien, charge or encumbrance on any
asset of ISSUER or upon the securities of ISSUER to be acquired by SHAREHOLDERS.
vii. Full Disclosure. None of representations and warranties made by
the ISSUER, or in any certificate or memorandum furnished or to be furnished by
the ISSUER, contains or will contain any untrue statement of a material fact, or
omit any material tact the omission of which would be misleading.
viii. Contract and Leases. ISSUER is not currently carrying on any
business and is not a party to any contract, agreement or lease. No person holds
a power of attorney from ISSUER.
ix. Compliance with Laws. ISSUER has complied with, and is not in
violation of any federal, state, or local statute, law, and/or regulation
pertaining to ISSUER . ISSUER has complied with all federal and state securities
laws in connection with the issuance, sale and distribution of its securities.
x. Litigation. ISSUER is not (and has not been) a party to any suit,
action, arbitration, or legal, administrative, or other proceeding, or pending
governmental investigation. To the best knowledge of the ISSUER, there is no
basis for any such action or proceeding and no such action or proceeding is
threatened
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against ISSUER and ISSUER is not subject to or in default with respect to any
order, writ, injunction, or decree of any federal, state, local, or foreign
court, department, agency, or instrumentality.
xi. Conduct of Business. Prior to the closing, ISSUER shall conduct its
business in the normal course, and shall not (1) sell, pledge, or assign any
assets (2) amend its Articles of Incorporation or Bylaws, (3) declare dividends,
redeem or sell stock or other securities, (4) incur any liabilities, (5) acquire
or dispose of any assets, enter into any contract, guarantee obligations of any
third party, or (6) enter into any other transaction.
xii. Corporate Documents. Copies of each of the following documents,
which are true complete and correct in all material respects, will be attached
to and made a part of this Agreement:
(1) Articles of Incorporation;
(2) Bylaws;
(3) Minutes of Shareholders Meetings;
(4) Minutes of Directors Meetings;
(5) List of Officers and Directors;
(6) Balance Sheet as of February 28, 1999 together with other financial
statements described in Section 2(iii);
(7) Stock register and stock records of ISSUER and a current, accurate
list of ISSUER's shareholders.
xiii. Documents. All minutes, consents or other documents pertaining to
ISSUER to be delivered at closing shall be valid and in accordance with the laws
of Nevada.
xiv. Title. The Shares to be issued to SHAREHOLDERS will be, at
closing, free and clear of all liens, security interests, pledges, charges,
claims, encumbrances and restrictions of any kind. None of such Shares are or
will be subject to any voting trust or agreement. No person holds or has the
right to receive any proxy or similar instrument with respect to such shares,
except as provided in this Agreement, the ISSUER is not a party to any agreement
which offers or grants to any person the right to purchase or acquire any of the
securities to be issued to SHAREHOLDERS I here is no applicable local, state or
federal law, rule, regulation, or decree which would, as a result of the
issuance of the Shares to SHAREHOLDERS, impair, restrict or delay SHAREHOLDERS'
voting rights with respect to the Shares.
3. SHAREHOLDERS and AIT represent and warrant to ISSUER the following:
i. Organization. AIT is a corporation duly organized, validly
existing, and in good standing under the laws of Florida, has all necessary
corporate powers to own properties and carry on a business, and is duly
qualified to do business and is in good standing in Florida. All actions
taken by the Incorporators, directors and shareholders of AIT have been
valid and in accordance with the laws of Florida.
ii. Shareholders and Issued Stock. Exhibit A annexed hereto sets forth
the names and share holdings of 100% of AIT's shareholders.
iii. Listing Stock for Trading. Upon closing, SHAREHOLDERS and AIT
shall take all steps reasonably necessary to get the ISSUER's common stock
listed for trading in NASD Automated Bulletin Board and to, as soon as
practicably possible, have the company listed with Standard and Poors or
Moodys in their Accelerated Corporate Report.
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iv. Counsel. SHAREHOLDERS and AIT represent and warrant that prior to
Closing, that they are represented by independent counsel or have had the
opportunity to retain independent counsel to represent them in this
transaction and that prior to Closing, the law offices of Donald F.
Mintmire & Associates has acted as exclusive counsel to the ISSUER and has
not represented either the SHAREHOLDERS or AIT in any manner whatsoever.
4. INVESTMENT INTENT. SHAREHOLDERS agrees that the Shares being issued
pursuant to this Agreement may be sold, pledged, assigned, hypothecate or
otherwise transferred, with or without consideration ( a "Transfer"), only
pursuant to an effective registration statement under the Act, or pursuant to an
exemption from registration under the Act, the availability of which is to be
established to the satisfaction of ISSUER. SHAREHOLDERS agrees, prior to any
Transfer, to give written notice to ISSUER expressing his desire to effect the
transfer and describing the proposed transfer.
5. CLOSING. The closing of this transaction shall take place at the law
offices of Donald F. Mintmire, 265 Sunrise Ave., Suite 204, Palm Beach, Florida.
Unless the closing of this transaction takes place on or before February 28,
1999, then either party may terminate this Agreement.
6. DOCUMENTS TO BE DELIVERED AT CLOSING.
i. By the ISSUER
(1) Board of Directors Minutes authorizing the issuance of a
certificate or certificates for 10,000,000 Shares, registered in the names of
the SHAREHOLDERS equal to their pro-rata holdings in AIT.
(2) The resignation of all officers of ISSUER.
(3) A Board of Directors resolution appointing such person as
SHAREHOLDERS designate as a director(s) of ISSUER.
(4) The resignation of all the directors of ISSUER, except
that of SHAREHOLDER'S designee, dated subsequent to the resolution described in
3, above.
(5) Unaudited financial statements of ISSUER, which shall
include a balance sheet dated as of February 28, 1999 and statements of
operations, stockholders equity and cash flows for the twelve month period then
ended.
(6) All of the business and corporate records of ISSUER,
including but not limited to correspondence files, bank statements, checkbooks,
savings account books, minutes of shareholder and directors meetings, financial
statements, shareholder listings, stock transfer records, agreements and
contracts.
(7) Such other minutes of ISSUER's shareholders or directors
as may reasonably be required by SHAREHOLDERS.
(8) Within 30 days of closing, a private placement memorandum
pursuant to Rule 504 of Regulation D as promulgated under the Securities Act of
1993.
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(9) An Opinion Letter from ISSUER's Attorney attesting to the validity
and condition of the ISSUER.
ii. By SHAREHOLDERS AND AIT:
(1) Delivery to the ISSUER, or to its Transfer Agent, the
certificates of this Agreement representing 100% of the issued and outstanding
stock of AIT.
(2) Consents signed by all the shareholders of AIT consenting
to the terms
7. REMEDIES.
i. Arbitration. Any controversy or claim arising out of, or relating
to, this Agreement, or the making, performance, or interpretation thereof, shall
be settled by arbitration in Palm Beach County, Florida in accordance with the
Commercial Rules of the American Arbitration Association then existing. The
arbitrator assigned shall have authority and power to decide all arbitratible
issues. Judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy. The prevailing party in
such claim or controversy shall be entitled to recover all costs and expenses of
such claim or controversy, including attorneys fees from the non-prevailing
party.
8. MISCELLANEOUS.
i. Captions and Headings. The Article and paragraph headings
throughout this Agreement are for convenience and reference only, and shall
in no way be deemed to define, limit, or add to the meaning of any
provision of this Agreement.
ii. No oral Change. This Agreement and any provision hereof, may not
be waived, changed, modified, or discharged orally, but only by an
agreement in writing signed by the party against whom enforcement of any
waiver, change, modification, or discharge is sought.
iii. Non Waiver. Except as otherwise expressly provided herein, no
waiver of any covenant, condition, or provision of this Agreement shall be
deemed to have been made unless expressly in writing and signed by the
party against whom such waiver is charged; and (I) the failure of any party
to insist in any one or more cases upon the performance of any of the
provisions, covenants, or conditions of this Agreement or to exercise any
option herein contained shall not be construed as a waiver or
relinquishment for the future of any such provisions, covenants, or
conditions, (ii) the acceptance of performance of anything required by this
Agreement to be performed with knowledge of the breach or failure of a
covenant, condition, or provision hereof shall not be deemed a waiver of
such breach or failure, and (iii) no waiver by any party of one breach by
another party shall be construed as a waiver with respect to any other or
subsequent breach
iv. Time of Essence. Time is of the essence of this Agreement and of
each and every provision hereof.
v. Entire Agreement. This Agreement contains the entire Agreement and
understanding between the parties hereto, and supersedes all prior
agreements and understandings.
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vi. Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
vii. Notices. All notices, requests, demands, and other communications
under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to the
party to whom notice is to be given, by first class mail, registered or
certified, postage prepaid, and properly addressed, and by fax, as follows:
ISSUER: Dale B. Finfrock
P.O. Box 669
Palm Beach, FL 33480
Copy to: Donald F. Mintmire, Esquire
265 Sunrise Ave., Suite 204,
Palm Beach, Florida 33480
AIT: J. Bruce Gleason
1500 E. Atlantic Blvd.
Pompano Beach, FL 33060
IN WITNESS WHEREOF, the undersigned has executed this Agreement this
28th day of February, 1999.
ASCOT INDUSTRIES, INC.
By Dale B. Finfrock, President
AMERICAN INTERNET TECHNICAL CENTERS, INC.
By: J. Bruce Gleason, President
Exhibits to the Stock Exchange Agreement
ASCOT INDUSTRIES, INC
Formed in Nevada
Federal Employer Identification Number (Tax ID):
65-08 1 5743
Corporate Creations
(305) 672-0686
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CORPORATE CHARTER
I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do
hereby certify that ASCOT INDUSTRIES, INC. did on February 24, 1998, file in
this office the original Articles of Incorporation; that said Articles are now
on file and of record in the office of the Secretary of State of the State of
Nevada, and further, that said Articles contain all the provisions required by
the law of said State of Nevada.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of
State, at my office, in Carson City, Nevada, on February 25,1998.
/s/ Secretary of State
/s/ Certification Clerk
Articles of Incorporation
(PURSUANT TO NRS 78)
State of Nevada
1. NAME OF CORPORATION: Ascot Industries, Inc.
2. RESIDENT AGENT:
Name of Resident Agent: National Registered Agents, Inc. of Nevada .
Street Address: 400 West King Street Carson City, NV 89703
Mailing Address (if different):
3. AUTHORIZED SHARES. (number of shares the Corporation is authorized to issue)
Number of shares with per value 20,000,000 Par value:$.001
Number of shares without par value:
4. GOVERNING BOARD: shall be styled as (check one): X Directors
__ Trustees
The FIRST BOARD OF DIRECTORS shall consist of one members and the names and
addresses are as follows:
Dale B. Finfrock, Jr. P.O. Box 669 Palm Beach FL 33480
5. PURPOSE: The purpose of the corporation is to conduct or promote any lawful
business or purposes.
6. NRS 78.037: States that the articles of Incorporation may also contain a
provision eliminating or limiting the personal liability of a directors or
officer of the corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer except acts or omissions which include
misconduct
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or fraud. Do you want this provision to be part of your articles? Please
check one of the following: YES
7. OTHER MATTERS: This form includes the minimal statutory requirements to
incorporate under NRS 78. You may attach additional information noted on
separate pages. But, if any of the additional information is contradictory to
this form it cannot be filed and will be returned to you for correction.
NUMBER OF PASTES ATTACHED 1
8. SIGNATURES OF INCORPORATORS: The names and address of each of the
incorporators signing the articles:
Corporate Creations International Inc.
941 Fourth Street #200 Miami Bach, Fl 33139
CORPORATE CREATIONS INTERNATIONAL, INC.
Greg K. Kuroda, Vice President
9 CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
National Registered Agents, Inc.of Nevada hereby accepts appointment as Resident
Agent for the above named corporation.
NATIONAL REGISTERED AGENTS, INC. OF NEVADA DATE: 2/23/98
Articles of Incorporation
(PURSUANT TO NRS 78)
State of Nevada
STATE OF NEVADA Secretary of State
In Edition to the shares specified in Section 3, the Corporation shall have the
authority to issue 1,000,000 shares of preferred stock, par value $.001 per
share, which may be divided into series and with the preferences, limitations
and relative rights determined by the Board of Directors. The Corporation elects
not to be governed by the provisions of AIRS 78.378 to 78.3793 governing the
acquisition of a controlling interest in the Corporation.
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Written Consent of Directors to Organize
ASCOT INDUSTRIES, INC.
The Board of Directors hereby takes the following actions by unanimous written
consent to organize this Nevada corporation:
1. Articles of Incorporation. The articles of incorporation of the
Corporation are approved.
2. Officers. The following persons are appointed to the offices set
forth opposite their names to serve until their successors are appointed:
President Dale B. Finfrock, Jr.
Secretary Dale B. Finfrock, Jr.
Treasurer Dale B. Finfrock, Jr.
3. Bylaws. The bylaws that are in the Corporate Records binder adopted
and approved as the bylaws of the Corporation.
4. Stock Certificates. The common stock certificates that are in the
Corporate Records binder are approved as the form to be used in issuing shares
of common stock of the Corporation.
5. Bank Account. The officers are directed to open an account with a
bank or other financial institution and to deposit in that account all funds of
the Corporation. All resolutions required to open an account in accordance with
this paragraph are adopted as the action of the Board of Directors.
6. Organizational and Start-up Expenditures. The officers of the
Corporation are authorized to elect to amortize organizational and qualified
start-up expenditures in accordance with Sections 248 and 195 of the Internal
Revenue Code, as amended.
7. Approval of Prior Actions. All lawful actions by the incorporator
and its representatives which were taken on behalf of the Corporation prior to
the effective date of this written consent are approved.
8. Subscription For Shares of the Corporation. For the consideration
determined by the Board of Directors to be adequate, the Corporation will issue
a stock certificate for shares of the Corporation's common stock to each person
named below:
Shares Shareholder
Dale B. Finfrock, Jr.
The undersigned, constituting the Corporation's entire Board of Directors
executed this written consent effective as of the 27 day of February, 1998 .
/s/ Dale B. Finfrock /s/
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Bylaws
of
ASCOT INDUSTRIES, INC.
ARTICLE I. DIRECTORS
Section 1. Function. All corporate powers shall be exercised by or under the
authority of the Board of Directors. The business and affairs of the Corporation
shall be managed under the direction of the Board of Directors. Directors must
be natural persons who are at least 18 years of age but need not be shareholders
of the Corporation. Residents of any state may be directors.
Section 2. Compensation. The shareholders shall have authority to fix the
compensation of directors. Unless specifically authorized by a resolution of the
shareholders, the directors shall serve in such capacity without compensation.
Section 3. Presumption of Assent. A director who is present at a meeting of the
Board of Directors or a committee 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 he objects at the beginning of the meeting (or promptly upon
arriving) to the holding of the meeting or transacting the specified business at
the meeting, or if the director votes against the action taken or abstains from
voting because of an asserted conflict of interest.
Section 4. Number. The Corporation shall have at least the minimum number of
directors required by law. The number of directors may be increased or decreased
from time to time by the Board of Directors.
Section 5. Election and Term. At each annual meeting of shareholders, the
shareholders shall elect directors to hold office until the next annual meeting
or until their earlier resignation, removal from office or death. Directors
shall be elected by a plurality of the votes cast by the shares entitled to vote
in the election at a meeting at which a quorum is present.
Section 6. Vacancies. Any vacancy occurring in the Board of Directors, including
a vacancy created by an increase in the number of directors, may be filled by
the shareholders or 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 hold office only until the next election of directors by
the shareholders. If there are no remaining directors, the vacancy shall be
filled by the shareholders.
Section 7. Removal of Directors. At a meeting of shareholders, any director or
the entire Board of Directors may be removed, with or without cause, provided
the notice of the meeting states that one of the purposes of the meeting is the
removal of the director.
A director may be removed only if the number of votes cast to remove him exceeds
the number of votes cast against removal.
Section 8. Quorum and Voting. A majority of the number of directors fixed by
these Bylaws shall constitute a quorum for the transaction of business. The act
of a majority of directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
Section 9. Executive and Other Committees. The Board of Directors, by resolution
adopted by a majority of the full Board of Directors, may designate from among
its members one or more committees each of which must have at least two members.
Each committee shall have the authority set forth in the resolution designating
the committee.
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Section 10. Place of Meeting. Regular and special meetings of the Board of
Directors shall be held at the principal place of business of the Corporation or
at another place designated by the person or persons giving notice or otherwise
calling the meeting
Section 11. Time, Notice and Call of Meetings. Regular meetings of the Board of
Directors shall be held without notice at the time and on the date designated by
resolution of the Board of Directors Written notice of the time, date and place
of special meetings of the Board of Directors shall be given to each director by
mail delivery at least two days before the meeting.
Notice of a meeting of the Board of Directors need not be given to a
director who signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting constitutes a waiver of notice of that
meeting and waiver of all objections to the place of the meeting, the time of
the meeting, and the manner in which it has been called or convened, unless a
director objects to the transaction of business (promptly upon arrival at the
meeting) 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 must be specified in the notice or waiver of notice of
the meeting
A majority of the directors present, whether or not a quorum exists,
may adjourn any meeting of the Board of Directors to another time and place
Notice of an adjourned meeting shall be given to the directors who were not
present at the time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to the other
directors Meetings of the Board of Directors may be called by the President or
the Chairman of the Board of Directors. Members of the Board of Directors and
any committee of the Board may participate in a meeting by telephone conference
or similar Directors and participate in a meeting by telephone communications
equipment if all persons participating in the meeting can hear each other at the
same time. Participation by these means constitutes presence in person at a
meeting.
Section 12. Action by Written Consent. Any action required or permitted to be
taken at a meeting of directors may be taken without a meeting if a consent in
writing setting forth the action to be taken and signed by all of the directors
is filed in the minutes of the proceedings of the Board. The action taken shall
be deemed effective when the last director signs the consent, unless the consent
specifies otherwise.
ARTICLE II. MEETINGS OF SHAREHOLDERS
Section 1. Annual Meeting. The annual meeting of the shareholders of the
corporation for the election of officers and for such other business as may
properly come before the meeting shall be held at such time and place as
designated by the Board of Directors.
Section 2. Special Meeting. Special meetings of the shareholders shall be held
when directed by the President or when requested in writing by shareholders
holding at least 10% of the Corporation's stock having the right and entitled to
vote at such meeting. A meeting requested by shareholders shall be called by the
President for a date not less than 10 nor more than 60 days after the request is
made. Only business within the purposes described in the meeting notice may be
conducted at a special shareholders' meeting.
Section 3. Place. Meetings of the shareholders will be held at the principal
place of business of the Corporation or at such other place as is designated by
the Board of Directors.
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Section 4. Notice. A written notice of each meeting of shareholders shall be
mailed to each shareholder having the right and entitled to vote at the meeting
at the address as it appears on the records of the Corporation. The meeting
notice shall be mailed not less than 10 nor more than 60 days before the date
set for the meeting. The record date for determining shareholders entitled to
vote at the meeting will be the close of business on the day before the notice
is sent. The notice shall state the time and place the meeting is to be held. A
notice of a special meeting shall also state the purposes of the meeting. A
notice of meeting shall be sufficient for that meeting and any adjournment of
it. If a shareholder transfers any shares after the notice is sent, it shall not
be necessary to notify the transferee. All shareholders may waive notice of a
meeting at any time.
Section 5. Shareholder Quorum. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
shareholders. Any number of shareholders, even if less than a quorum, may
adjourn the meeting without further notice until a quorum is obtained.
Section 6. Shareholder Voting. If a quorum is present, the affirmative vote of a
majority of the shares represented at the meeting and entitled to vote on the
subject matter shall be the act of the shareholders. Each outstanding share
shall be entitled to one vote on each matter submitted to a vote at a meeting of
shareholders. An alphabetical list of all shareholders who are entitled to
notice of a shareholders' meeting along with their addresses and the number of
shares held by each shall be produced at a shareholders' meeting upon the
request of any shareholder.
Section 7. Proxies. A shareholder entitled to vote at any meeting of
shareholders or any adjournment thereof may vote in person or by proxy executed
in writing and signed by the shareholder or his attorney-in-fact. The
appointment of proxy will be effective when received by the Corporation's
officer or agent authorized to tabulate votes. No proxy shall be valid more than
11 months after the date of its execution unless a longer term is expressly
stated in the proxy.
Section 8. Validation. If shareholders who hold a majority of the voting stock
entitled to vote at a meeting are present at the meeting, and sign a written
consent to the meeting on the record, the acts of the meeting shall be valid,
even if the meeting was not legally called and noticed.
Section 9. Conduct of Business By Written Consent. Any action of the
shareholders may be taken without a meeting if written consents, setting forth
the action taken, are signed by at least a majority of shares entitled to vote
and are delivered to the officer or agent of the Corporation having custody of
the Corporation's records within 60 days after the date that the earliest
written consent was delivered. Within 10 days after obtaining an authorization
of an action by written consent, notice shall be given to those shareholders who
have not consented in writing or who are not entitled to vote on the action. The
notice shall fairly summarize the material features of the authorized action. If
the action creates dissenters' rights, the notice shall contain a clear
statement of the right of dissenting shareholders to be paid the fair value of
their shares upon compliance with and as provided for by the state law governing
corporations.
ARTICLE III. OFFICERS
Section 1. Officers: Election
1; Resignation; Vacancies. The Corporation shall have the orders and assistant
officers that the Board of Directors appoint from time to time Except as
otherwise provided in an employment agreement which the Corporation has with an
officer, each officer shall serve until a successor is chosen by the directors
at a regular or special meeting of the directors or until removed. Officers and
agents shall be chosen, serve for the terms, and have the duties determined by
the directors. A person may hold two or more Offices.
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Any officer may resign at any time upon written notice to the Corporation The
resignation shall be effective upon receipt, unless the notice specifies a later
date If the assignation is effective at a later date and the Corporation accepts
the future effective date, the Board of Directors may fill the pending vacancy
before the effective date provided the successor officer does not take office
until the future effective date. Any vacancy occurring in any office of the
Corporation by death, resignation, removal or otherwise may be filled for the
unexpired portion of the term by the Board of Directors at any regular or
special meeting.
Section 2. Powers and Duties of Officers. The officers of the Corporation shall
have such powers and duties in the management of the Corporation as may be
prescribed by the Board of Directors and, to the extent not so provided, as
generally pertain to their respective offices, subject to the control of the
Board of Directors.
Section 3. Removal of Officers. An officer or agent or member of a committee
elected or appointed by the Board of Directors may be removed by the Board with
or without cause 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, agent or member of a committee shall not of itself create contract
rights. Any officer, if appointed by another officer, may be removed by that
officer.
Section 4. Salaries. The Board of Directors may cause the Corporation to enter
into employment agreements with any officer of the Corporation. Unless provided
for in an employment agreement between the Corporation and an officer, all
officers of the Corporation serve in their capacities without compensation.
Section 5. sank Accounts. The Corporation shall have accounts with financial
institutions as determined by the Board of Directors.
ARTICLE IV. DISTRIBUTIONS
The Board of Directors may, from time to time, declare distributions to
its shareholders in cash, property, or its own shares, unless the distribution
would cause (i) the Corporation to be unable to pay its debts as they become due
in the usual course of business, or (ii) the Corporation's assets to be less
than its liabilities plus the amount necessary, if the Corporation were
dissolved at the time of the distribution, to satisfy the preferential rights of
shareholders whose rights are superior to those receiving the distribution. The
shareholders and the Corporation may enter into an agreement requiring the
distribution of corporate profits, subject to the provisions of law.
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ARTICLE V. CORPORATE RECORDS
Section 1 Corporate Records. The corporation shall maintain its records in
written form or in another form capable of conversion into written form within a
reasonable time. The Corporation shall keep as permanent records minutes of all
meetings of its shareholders and Board of Directors, a record of all actions
taken by the shareholders or Board of Directors without a meeting, and a record
of all actions taken by a committee of the Board of Directors on behalf of the
Corporation. The Corporation shall maintain accurate accounting records and a
record of its shareholders in a form that permits preparation of a list of the
names and addresses of all shareholders in alphabetical order by class of shares
showing the number and series of shares held by each.
The Corporation shall keep a copy of its articles or restated articles
of incorporation and all amendments to them currently in effect; these Bylaws or
restated Bylaws and all amendments currently in effect; resolutions adopted by
the Board of Directors creating one or more classes or series of shares and
fixing their relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding; the minutes of all shareholders'
meetings and records of all actions taken by shareholders without a meeting for
the past three years; written communications to all shareholders generally or
all shareholders of a class of series within the past three years, including the
financial statements furnished for the last three years; a list of names and
business street addresses of its current directors and officers; and its most
recent annual report delivered to the Department of State.
Section 2. Shareholders' Inspection Rights. A shareholder is entitled to inspect
and copy, during regular business hours at a reasonable location specified by
the Corporation, any books and records of the Corporation. The shareholder must
give the Corporation written notice of this demand at least five business days
before the date on which he wishes to inspect and copy the record(s). The demand
must be made in good faith and for a proper purpose. The shareholder must
describe with reasonable particularity the purpose and the records he desires to
inspect, and the records must be directly connected with this purpose. This
Section does not affect the right of a shareholder to inspect and copy the
shareholders' list described in this Article if the shareholder is in litigation
with the Corporation. In such a case, the shareholder shall have the same rights
as any other litigant to compel the production of corporate records for
examination.
The Corporation may deny any demand for inspection if the demand was
made for an improper purpose, or if the demanding shareholder has within the two
years preceding his demand, sold or offered for sale any list of shareholders of
the Corporation or of any other corporation, has aided or abetted any person in
procuring any list of shareholders for that purpose, or has improperly used any
information secured through any prior examination of the records of this
Corporation o. any other corporation.
Section 3. Financial Statements for Shareholders Unless modified by resolution
of the shareholders within 120 days after the close of each fiscal year, the
Corporation shall furnish its shareholders with annual financial statements
which may be consolidated or combined statements of the Corporation and one or
more of its subsidiaries, as appropriate, that include a balance sheet as of the
end of the fiscal year, an income statement for that year, and a statement of
cash flows for that year. If financial statements are prepared for the
Corporation on the basis of generally accepted accounting principles, the annual
financial statements must also be prepared on that basis.
If the annual financial statements are reported upon by a public accountant, his
report must accompany them. If not, the statements must be accompanied by a
statement of the President or the person responsible for the Corporation's
accounting records stating his reasonable belief whether the statements were
prepared on the basis of generally accepted accounting principles and, if not,
describing the basis of preparation and
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describing any respects in which the statements were not prepared on a basis of
accounting consistent with the statements prepared for the preceding year. The
Corporation shall mail the annual financial statements to each shareholder
within 120 days after the close of each fiscal year or within such additional
time thereafter as is reasonably necessary to enable the Corporation to prepare
its financial statements. Thereafter, on written request from a shareholder who
was not mailed the statements, the Corporation shall mail him the latest annual
financial statements.
Section 4. Other Reports to Shareholders. If the Corporation indemnifies or
advances expenses to any director, officer, employee or agent otherwise than by
court order or action by the shareholders or by an insurance carrier pursuant to
insurance maintained by the Corporation, the Corporation shall report the
indemnification or advance in writing to the shareholders with or before the
notice of the next annual shareholders meeting, or prior to the meeting if the
indemnification or advance occurs after the giving of the notice but prior to
the time the annual meeting is held. This report shall include a statement
specifying the persons paid, the amounts paid, and the nature and status at the
time of such payment of the litigation or threatened litigation.
If the Corporation issues or authorizes the issuance of shares for
promises to render services in the future, the Corporation shall report in
writing to the shareholders the number of shares authorized or issued, and the
consideration received by the corporation, with or before the notice of the next
shareholders' meeting
ARTICLE V: STOCK CERTIFICATES
Section 1 Issuance The Board of Directors may authorize the issuance of some or
all of the shares of any or all of its classes or series without certificates.
Each certificate issued shall be signed by the President and the Secretary (or
the Treasurer) The rights and obligations of shareholders are identical whether
or not their shares are represented by certificates.
Section 2.
Registered Shareholders.
No certificate shall be issued for any share until the share is fully paid. The
Corporation shall be entitled to treat the holder of record of shares as the
holder in fact and, except as otherwise provided by law, shall not be bound to
recognize any equitable or other claim to or interest in the shares.
Section 3. Transfer of Shares. Shares of the Corporation shall be transferred on
its books only after the surrender to the Corporation of the share certificates
duly endorsed by the holder of record or attorney-in-fact. If the surrendered
certificates are canceled, new certificates shall be issued to the person
entitled to them, and the transaction recorded on the books of the Corporation.
Section 4. Lost, Stolen or Destroyed Certificates. If a shareholder claims to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the delivery to the Corporation of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed, and, at the discretion of the Board of Directors, upon the deposit
of a bond or other indemnity as the Board reasonably requires.
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ARTICLE VI I . INDEMNIFICATION
Section 1 Right to Indemnification. The Corporation hereby indemnifies each
person (including the heirs, executors, administrators, or estate of such
person) who is or was a director or officer of the Corporation to the fullest
extent permitted or authorized by current or future legislation or judicial or
administrative decision against all fines, liabilities, costs and expenses,
including attorneys' fees, arising out of his or her status as a director,
officer, agent, employee or representative. The foregoing right of
indemnification shall not be exclusive of other rights to which those seeking an
indemnification may be entitled. The Corporation may maintain insurance, at its
expense, to protect itself and all officers and directors against fines,
liabilities, costs and expenses, whether or not the Corporation would have the
legal power to indemnify them directly against such liability.
Section 2. Advances. Costs, charges and expenses (including attorneys fees)
incurred by a person referred to in Section 1 of this Article in defending a
civil or criminal proceeding shall be paid by the Corporation in advance of the
final disposition thereof upon receipt of an undertaking to repay all amounts
advanced if it is ultimately determined that the person is not entitled to be
indemnified by the Corporation as authorized by this Article, and upon
satisfaction of other conditions required by current or future legislation.
Section 3 Savings Clause
If this Article or any portion of 1 is invalidated on any ground by a court of
competent jurisdiction, the Corporation nevertheless indemnifies each person
described in Section 1 of this Article to the fullest extent permitted by all
portions of this Article that have not been invalidated and to the fullest
extent permitted by law.
ARTICLE VIII. AMENDMENT
These Bylaws may be altered, amended or repealed, and new Bylaws
adopted, by a majority vote of the directors or by a vote of the shareholders
holding a majority of the shares.
I certify that these are the Bylaws adopted by the Board of Directors
of the Corporation
Dale B. Finfrock Jr.
---------------------
Secretary
Date: 2/27/98
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CERTIFICATE OF CHANGE OF RESIDENT AGENT AND LOCATION OF REGISTERED
OFFICE
(Corporations Only)
Ascot Industries, Inc.
The change below is effective upon the filing of this document with the
Secretary of State. Reason for change is change of resident agent.
Resident Agent Name: CSC Services of Nevada, INC.
Street & Suite: 502 East John Street
City, State, Zip: Carson City, NV 89706
The resident agent and location of the registered office is changed to:
Resident agent name: CHQ Incorporated
Street Address: 1555 E. Flamingo Rd. Suite 155, Las Vegas, Nevada 89119
Mailing Address: P.O. BOX 19118, Las Vegas, Nevada 89132
NOTE: For a corporation to file this certificate, the signature of one officer
is required. This certificate does not need to be notarized.
/s/ Dale B. Finfrock, President /s/
Certificate of Acceptance of Appointment by Resident Agent: I, CHQ Incorporated,
a Nevada corporation hereby accept the appointment as Resident Agent for the
above-named corporation.
______________________________ Date ____________
CONSENT OF THE SOLE DIRECTOR OF
AMERICAN INTERNET TECHNICAL CENTERS, INC.
The undersigned, being the sole director of American Internet Technical
Centers, Inc., a Nevada corporation (hereinafter the Company") does hereby
unanimously consent to the following actions taken and done at 10:00 A.M. on
March 15, 1999.
RESOLVED: To enter into an Agreement for the Exchange of Common Stock
(the Agreement) with the shareholders of American Internet Technical Centers,
Inc., a Florida corporation, pursuant to which in exchange for 100% of the
issued and outstanding stock of American Internet Technical Centers, Inc., the
Company will issue 10,160,000 shares of the Company's common stock to the
shareholders of American Internet Technical Centers, Inc. as follows.
Name Number of Shares
See attached list 10,160,000
RESOLVED: That Dale B. Finfrock, Jr. as president of the Company Is
authorized to execute the Agreement, and to execute any and all documents in
connection therewith, including to effectuate the issuance of the shares of
common stock of the Company as called for in the Agreement to effectuate said
exchange.
RESOLVED: To elect the following persons as additional directors of the
Company, to serve in such capacities until their successors are elected:
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J. Bruce Gleason Chairman
RESOLVED: To elect those persons to those offices set forth after their
respective names, to serve in such capacities until their successors are
elected:
J. Bruce Gleason President
RESOLVED: To retire and cancel the 10,000,000 shares of the Company's
common stock which were previously issued.
RESOLVED: At the close of this meeting, to accept the resignation of Dale
B. Finfrock, Jr. as an officer and director of the Company.
There being no further business before this Board at this time, the Meeting
was adjourned.
/s/ Dale B. Finfrock, Jr. Sole Director /s/
ANNUAL LIST OF OFFICERS, DIRECTORS AND AGENTS OF:
ASCOT INDUSTRIES, INC.
FOR THE PERIOD FEB 1999 TO 2000. DUE BY FEB 28, 1999. RA# 61182
The Corporation's duly appointed resident agent in the
State of Nevada upon whom process can be served is:
NATIONAL REGISTERED AGENTS OF NV
202 S MINNESOTA
CARSON CITY NV 89703
If the above information is incorrect, please check this box and a change of
resident agent/address form will be sent.
PLEASE READ INSTRUCTIONS BEFORE COMPLETING AND RETURNING THIS FORM.
1. Include the name and address, either residence or business, for all
officers and directors. A President, Secretary, Treasurer and all
Directors must be named. There must be at least one director. Last year
information may have been preprinted. If you need to make changes,
cross out the incorrect information and insert the new information
above it. An officer must sign the form. Form will be returned if
unsigned.
2. If there are additional directors, attach a list of them to this form.
3. Return the completed form with the $85.00 filing fee. A $15 penalty
must be added for failure to file this form by the deadline. An annual
list received more than 60 days before its due date shall be deemed and
amended list for the previous year .
72
(4) Make your check payable to the Secretary of State. Your canceled check
will constitute a certificate to transact business per NRS 78.155. If
you need the below attachment stamped, enclose a self addressed stamped
envelope. To receive a certified copy of this completed form, an
additional $10.00 and appropriate instructions.
(5) Return the completed form to : Secretary of State , 101 North Carson
Street, Suite #3, Carson City, NV 89701-4786. (702) 687-5203
FILING FEE $85.00 PENALTY $15.00
PRESIDENT: Dale B. Finfrock, Jr.; PO Box 669; Palm Beach, FL 33480
SECRETARY: Dale B. Finfrock, Jr.; PO Box 669; Palm Beach, FL 33480
TREASURER: Dale B. Finfrock, Jr.; PO Box 669; Palm Beach, FL 33480
I hereby certify this annual list.
/s/ Dale B. Finfrock, Jr. President Date: 2/24/99
ASCOT INDUSTRIES, INC.
BALANCE SHEET
FEBRUARY 28, 1999
ASSETS
Current Assets:
Cash 0
Total Current Assets 0
Organizational Costs $16,000.00
Total Assets $16,000.00
SHAREHOLDERS' EQUITY
Shareholder's Equity:
Common Stock, par value $.001 per share;
20,000,000 shares authorized,
11,600,000 shares issued and outstanding 11,600.00
Additional paid-in capital 4,400.00
Total Shareholders' Equity $16,000.00
EXHIBIT A
SHAREHOLDERS OF AMERICAN INTERNET TECHNICAL CENTERS, INC.
NAME SHARES
PRINCIPAL SHAREHOLDERS
The following table sets forth the ownership of Shares of Common Stock as of the
date of this Memorandum by Company's officers and directors. All of the officers
and directors as a group and each person who is known by the Company to
beneficially own more that 5% of the outstanding Shares of Common Stock. The
table indicates the number of shares beneficially owned and the percentage of
ownership, respectively, assuming that the Offering is fully subscribed and all
shares of Preferred Stock are converted into shares of Common Stock.
Percentage Percentage
Prior to After
Name of Owner Number of Shares Offering Offering
J. Bruce Gleason 5,100,000 50.19 46.5%
Michael Umile 5,000,000 49.2% 45.6%
Gary Walk 30,000 .3% .27%
Bruce Drezner 30,000 .3% .27%
All Officers
As a Group 10,160,000 100% 92.64%
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