SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES ACT OF 1934
PSM, CORP.
(Exact name of small business issuer in its charter)
NEVADA
(State or other jurisdiction of incorporation)
77-0517966
(I.R.S. Employer Identification No.)
9160 East Deer Trail
Tucson, Arizona 85710
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(520) 577-1516
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.001
PART I
Item 1. DESCRIPTION OF BUSINESS.
The Company has not engaged in any operations other than
organizational matters. PSM, CORP., a Nevada corporation
(the "Company") was incorporated on October 22, 1996, and
was formed specifically to be a "clean public shell" and
for the purpose of either merging with or acquiring an
operating company with operating history and assets.
The primary activity of the Company will involve seeking
merger or acquisition candidates with whom it can either
merge or acquire. The Company has not selected any company
for acquisition or merger and does not intend to limit
potential acquisition candidates to any particular field or
industry, but does retain the right to limit acquisition or
merger candidates, if it so chooses, to a particular field
or industry. The Company's plans are in the conceptual
stage only.
The executive offices of the Company are located at 9160
East Deer Trail, Tucson, Arizona 85710. Its telephone
number is (520) 577-1516.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS.
Plan of Operation - General
The Company was organized for the purpose of creating a
corporate vehicle to seek, investigate and, if such
investigation warrants, acquire an interest in one or more
business opportunities presented to it by persons or firms
who or which desire to seek perceived advantages of a
publicly held corporation. At this time, the Company has
no plan, proposal, agreement, understanding or arrangement
to acquire or merge with any specific business or company,
and the Company has not identified any specific business or
company for investigation and evaluation. No member of
Management or promoter of the Company has had any material
discussions with any other company with respect to any
acquisition of that company. Of the 1,000,000 outstanding
shares of the Company's Common Stock, 200,000 shares are
currently freely tradable under the Rule 144 exemption
promulgated under the Securities Act of 1933. See Item 8
"Description of Securities." The Company will not restrict
its search to any specific business, industry or
geographical location, and the Company may participate in a
business venture of virtually any kind or nature. The
discussion of the proposed business under this caption and
throughout is purposefully general and is not meant to be
restrictive of the Company's virtually unlimited discretion
to search for and enter into potential business
opportunities.
The Company intends to obtain funds in one or more private
placements to finance the operation of any acquired
business. Persons purchasing securities in these
placements and other shareholders will likely not have the
opportunity to participate in the decision relating to any
acquisition. The Company's proposed business is sometimes
referred to as a "blind pool" because any investors will
entrust their investment monies to the Company's management
before they have a chance to analyze any ultimate use to
which their money may be put. Consequently, the Company's
potential success is heavily dependent on the Company's
management, which will have virtually unlimited discretion
in searching for and entering into a business opportunity.
None of the officers and directors of the Company has had
any experience in the proposed business of the Company.
There can be no assurance that the Company has had any
experience in the proposed business of the Company. There
can be no assurance that the Company will be able to raise
any funds in private placement. In any private placement,
management may purchase shares on the same terms as offered
in the private placement. (See "Item 5, Directors,
Executive Officers, Promoters and Control Persons").
Management anticipates that it will only participate in one
potential business venture. This lack of diversification
should be considered a substantial risk in investing in the
Company because it will not permit the Company to offset
potential losses from one venture against gains from
another.
The Company may seek a business opportunity with a firm
that only recently commenced operations, or a developing
company in need of additional funds for expansion into new
products or markets, or an established company seeking a
public vehicle. In some instances, a business opportunity
may involve the acquisition 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 may purchase assets and establish
wholly owned subsidiaries in various business or purchase
existing businesses as subsidiaries.
The Company anticipates that the selection of a business
opportunity in which to participate will be complex and
extremely risky. Because of general economic conditions,
rapid technological advances being made in some industries,
and shortages of available capital, management believes
that there are numerous firms seeking the benefits of a
publicly traded corporation. Such perceived benefits of a
publicly traded corporation may include facilitating or
improving the terms on which additional equity financing
may be sought, providing liquidity for the principals of a
business, creating a means for providing incentive stock
options or similar benefits to key employees, providing
liquidity (subject to restrictions of applicable statues)
for all shareholders, and other factors. Potentially
available business opportunities may occur in many
different industries and at various stages of development,
all of which will make the task of comparative
investigation and analysis of such business opportunities
extremely difficult and complex.
As is customary in the industry, the Company may pay a
finder's fee for locating an acquisition prospect. If any
such fee is paid, it will be approved by the Company's
Board of Directors and will be in accordance with the
industry standards. Such fees are customarily between 1%
and 5% of the size of the transaction, based upon a sliding
scale of the amount involved. Such fees are typically in
the range of 5% on a $1,000,000 transaction ratably down to
1% in a $4,000,000 transaction. Management had adopted a
policy that such a finder's fee or real estate brokerage
fee could, in certain circumstances, be paid to any
employee, officer, director or 5% shareholder of the
Company, if such person plays a material role in bringing a
transaction to the Company.
As part of any transaction, the acquired company may
require that Management or other stockholders of the
Company sell all or a portion of their shares to the
acquired company, or to the principals of the acquired
company. It is anticipated that the sales price of such
shares will be lower than the current market price or
anticipated market price of the Company's Common Stock at
such a time. The Company's funds are not expected to be
used for purposes of any stock purchase from insiders. The
Company shareholders will not be provided the opportunity
to approve or consent to such sale. The opportunity to
sell all or a portion of their shares in connection with an
acquisition may influence management's decision to enter
into a specific transaction. However, management believes
that since the anticipated sales price will potentially be
less than market value, that the potential of a stock sale
will be a material factor in their decision to enter a
specific transaction.
The above description of potential sales of management
stock is not based upon any corporate bylaw, shareholder or
board resolution, or contract or agreement. No other
payments of cash or property are expected to be received by
Management in connection with any acquisition.
The Company has not formulated any policy regarding the use
of consultants or outside advisors, but does not anticipate
that it will use the services of such persons.
The Company has, and will continue to have, insufficient
capital with which to provide the owners of business
opportunities with any significant cash or other assets.
However, management believes the Company will offer owners
of business opportunities the opportunity to acquire a
controlling ownership interest in a public company at
substantially less cost than is required to conduct an
initial public offering. The owners of the business
opportunities will, however, incur significant post-merger
or acquisition registration costs in the event they wish to
register a portion of their shares for subsequent sale.
The Company will also incur significant legal and
accounting costs in connection with the acquisition of a
business opportunity including the costs of preparing post-
effective amendments, Forms 8-K, agreements and related
reports and documents. However, the officers and directors
of the Company have not conducted market research and are
not aware of statistical data which would support the
perceived benefits of a merger or acquisition transaction
for the owners of a business opportunity.
The Company does not intend to make any loans to any
prospective merger or acquisition candidates or
unaffiliated third parties.
Sources of Opportunities
The Company anticipates that business opportunities for
possible acquisition will be referred by various sources,
including its officers and directors, professional
advisers, securities broker-dealers, venture capitalists,
members of the financial community, and others who may
present unsolicited proposals. The Company will seek a
potential business opportunity from all known sources, but
will rely principally on personal contacts of its officers
and directors as well as indirect associations between them
and other business and professional people. It is not
presently anticipated that the Company will engage
professional firms specializing in business acquisitions or
reorganizations.
The officers and directors of the Company are currently
employed in other positions and will devote only a portion
of their time (not more than a couple hours per week) to
the business affairs of the Company, until such time as an
acquisition has been determined to be highly favorable, at
which time they expect to spend full time in investigating
and closing any acquisition. In addition, in the face of
competing demands for their time, the officers and
directors may grant priority to their full-time positions
rather than to the Company.
Evaluation of Opportunities
The analysis of new business opportunities will be
undertaken by or under the supervision of the officers and
directors of the Company. Management intends to
concentrate on identifying prospective business
opportunities that may be brought to its attention through
present associations with management.
In analyzing prospective business opportunities, management
will consider such matters as the available technical,
financial and managerial resources; working capital and
other financial requirements; history of operation, if any;
prospects for the future; present and expected competition;
the quality and experience of management services which may
be available and the depth of that management; the
potential for further research, development or exploration;
specific risk factors not now foreseeable but which then
may be anticipated to impact the proposed activities of the
Company; the potential for growth or expansion; the
potential for profit; the perceived public recognition or
acceptance of products, services or trades; name
identification; and other relevant factors. Officers and
directors of each Company will meet personally with
management and key personnel of the firm sponsoring the
business opportunity as part of their investigation. To
the extent possible, the Company intends to utilize written
reports and personal investigation to evaluate the above
factors. The Company will not acquire or merge with any
company for which audited financial statements cannot be
obtained.
It may be anticipated that any opportunity in which the
Company participates will present certain risks. Many of
these risks cannot be adequately identified prior to
selection of the specific opportunity, and the Company's
shareholders must, therefore, depend on the ability of
management to identify and evaluate such risk. In the case
of some of the opportunities available to the Company, it
may be anticipated that the promoters thereof have been
unable to develop a going concern or that such business is
in its development stage in that it has not generated
significant revenues from its principal business activities
prior to the Company's participation. There is a risk,
even after the Company's participation in the activity and
the related expenditure of the Company's funds, that the
combined enterprises will still be unable to become a going
concern or advance beyond the development stage. Many of
the opportunities may involve new and untested products,
processes, or market strategies that may not succeed. The
Company and, therefore, its shareholders will assume such
risks.
The Company will not restrict its search for any specific
kind of business, but may acquire a venture which is in its
preliminary or development stage, which is already in
operation, or in essentially any stage of its corporate
life. It is currently impossible to predict the status of
any business in which the Company may become engaged, in
that such business may need additional capital, may merely
desire to have its shares publicly traded, or may seek
other perceived advantages which the Company may offer.
Acquisition of Opportunities
In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. It
may also purchase stock or assets of an existing business.
On the consummation of a transaction, it is possible that
the present management and shareholders of the Company will
not be in control of the Company. In addition, a majority
or all of the Company's officers and directors may, as part
of the terms of the acquisition transaction, resign and be
replaced by new officers and directors without a vote of
the Company's shareholders.
It is anticipated that any securities issued in any such
reorganization would be issued in reliance on exemptions
from registration under applicable Federal and state
securities laws. In some circumstances, however, as a
negotiated element of this transaction, the Company may
agree to register such securities either at the time the
transaction is consummated, under certain conditions, or at
specified time thereafter. The issuance of substantial
additional securities and their potential sale into any
trading market in the Company's Common Stock may have a
depressive effect on such market. While the actual terms
of a transaction to which the Company may be a party cannot
be predicted, it may be expected that the parties to the
business transaction will find it desirable to avoid the
creation of a taxable event and thereby structure the
acquisition in a so called "tax free" reorganization under
Sections 368(a)(1) or 351 of the Internal Revenue Code of
1986, as amended (the "Code"). In order to obtain tax-free
treatment under the Code, it may be necessary for the
owners of the acquired business to own 80% or more of the
voting stock of the surviving entity. In such event, the
shareholders of the Company, including past and current
investors, would retain less than 20% of the issued and
outstanding shares of the surviving entity, which could
result in significant dilution in the equity of such
shareholders.
As part of the Company's investigation, officers and
directors of the Company will meet personally with
management and key personnel, may visit and inspect
material facilities, obtain independent analysis or
verification of certain information provided, check
reference of management and key personnel, and take other
reasonable investigative measures, to the extent of the
Company's limited financial resources and management
expertise. The manner in which each Company participates
in an opportunity will depend on the nature of the
opportunity, the respective needs and desires of the
Company and other parties, the management of the
opportunity, and the relative negotiating strength of the
Company and such other management.
With respect to any mergers or acquisitions, negotiations
with target company management will be expected to focus on
the percentage of the Company which target company
shareholders would acquire in exchange for their
shareholdings in the target company. Depending upon, among
other things, the target company's assets and liabilities,
the Company's shareholders will in all likelihood hold a
lesser percentage ownership interest in the Company
following any merger or acquisition. The percentage
ownership may be subject to significant reduction in the
event that the Company acquires a target company with
substantial assets. Any merger or acquisition effected by
the Company can be expected to have a significant dilative
effect on the percentage of shares held by the Company's
then shareholders, including past and current investors.
The Company will not have sufficient funds (unless it is
able to raise funds in a private placement) to undertake
any significant development, marketing and manufacturing of
any products which may be acquired. Accordingly, following
the acquisition of any such product, the Company will, in
all likelihood, be required to either seek debt or equity
financing or obtain funding from third parties, in exchange
for which the Company would probably be required to give up
a substantial portion of its interest in any acquired
product. There is no assurance that the Company will be
able either to obtain additional financing or interest
third parties in providing funding for the further
development, marketing and manufacturing of any products
acquired.
It is anticipated that the investigation of specific
business opportunities and the negotiation, drafting and
execution of relevant agreements, disclosure documents and
other instruments will require substantial management time
and attention and substantial costs for accountants,
attorneys and others. If a decision were made not to
participate in a specific business opportunity the costs
therefore incurred in the related investigation would not
be recoverable. Furthermore, even if an agreement is
reached for the participation in a specific business
opportunity, the failure to consummate that transaction may
result in the loss of the Company of the related costs
incurred.
Management believes that the Company may be able to benefit
from the use of "leverage" in the acquisition of a business
opportunity. Leveraging a transaction involves the
acquisition of a business through incurring significant
indebtedness for a large percentage of the purchase price
for that business. Through a leveraged transaction, the
Company would be required to use less of its available
funds for acquiring the business opportunity and,
therefore, could commit those funds to the operations of
the business opportunity, to acquisition of other business
opportunities or to other activities. The borrowing
involved in a leveraged transaction will ordinarily be
secured by the assets of the business opportunity to be
acquired. If the business opportunity acquired is not able
to generate sufficient revenues to make payments on the
debt incurred by the Company to acquire that business
opportunity, the lender would be able to exercise the
remedies provided by law or by contract. These leveraging
techniques, while reducing the amount of funds that the
Company must commit to acquiring a business opportunity,
may correspondingly increase the risk of loss to the
Company. No assurance can be given as to the terms or the
availability of financing for any acquisition by the
Company. During periods when interest rates are relatively
high, the benefits of leveraging are not as great as during
periods of lower interest rates because the investment in
the business opportunity held on a leveraged basis will
only be profitable if it generates sufficient revenues to
cover the related debt and other costs of the financing.
Lenders from which the Company may obtain funds for
purposes of a leveraged buy-out may impose restrictions on
the future borrowing, distribution, and operating policies
of the Company. It is not possible at this time to predict
the restrictions, if any, which lenders may impose or the
impact thereof on the Company.
Competition
The Company is an insignificant participant among firms
which engage in business combinations with, or financing
of, development stage enterprises. There are many
established management and financial consulting companies
and venture capital firms which have significantly greater
financial and personnel resources, technical expertise and
experience than the Company. In view of the Company's
limited financial resources and management availability,
the Company will continue to be at a significant
competitive disadvantage vis-a-vis the Company's
competitors.
Regulation and Taxation
The Investment Company Act of 1940 defines an "investment
company" as an issuer that is or holds itself out as being
engaged primarily in the business of investing, reinvesting
or trading of securities. While the Company does not
intend to engage in such activities, the Company could
become subject to regulation under the Investment Company
Act of 1940 in the event the Company obtains or continues
to hold a minority interest in a number of development
stage enterprises. The Company could be expected to incur
significant registration and compliance costs if required
to register under the Investment Company Act of 1940.
Accordingly, management will continue to review the
Company's activities from time to time with a view toward
reducing the likelihood that the Company could be
classified as an "investment company."
The Company intends to structure a merger or acquisition in
such a manner as to minimize Federal and state tax
consequences to the Company and to any target company.
Employees
The Company's only employees at the present time is its
sole officer and director, who will devote as much time as
the Board of Directors determine is necessary to carry out
the affairs of the Company. (See "Item 5, Directors,
Executive Officers, Promoters and Control Persons").
Item 3. DESCRIPTION OF PROPERTY.
The company has a working agreement with the Company
president to use 600 square feet of office space,
telephones and secretarial services supplied on a gratis
basis.
Item 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT.
The following table sets forth information relating to the
beneficial ownership of Company common stock by those
persons beneficially holding more than 5% of the Company
capital stock, by the Company's directors and executive
officers, and by all of the Company's directors and
executive officers as a group, as of October 20, 1999.
Percentage of
Name of Number of outstanding
Stockholder Shares Owned Common Shares
Daniel L. Hodges 800,000 80%
All officers and
directors as a
group 800,000 80%
The address of Mr. Hodges is care of the Company.
Item 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
CONTROL PERSONS.
Directors and Executive Officers
The members of the Board of Directors of the Company serve
until the next annual meeting of stockholders, or until
their successors have been elected. The officers serve at
the pleasure of the Board of Directors. Information as to
the director and executive officer of the Company is as
follows.
Daniel Hodges has been sole Director, President, Chief
Financial Officer and Secretary of the Company since his
appointment on October 24, 1996. Mr. Hodges has been
president ad director of Solomon Consulting Corp. which
specializes in corporate and securities consulting since
1995. He has owned and operated an industrial
manufacturing company, "APRI, Inc." since 1998. He is
currently on the board of directors of two charitable
organizations as well as over 10 for-profit corporations.
Within the past year, several companies that maintain a
public trading status have had Mr. Hodges as a director
including: Avartarra.com (symbol: AVAR), Landstar, Inc.
(LDSR), and Hyaton Company, Inc. (HYTN). Mr. Hodges
received his B.S. from Thomas A. Edison State College in
Trenton, New Jersey. He is also a graduate of the U.S. Air
Force Undergraduate Pilot Training program and is currently
the rank of Captain as an officer in the Air National
Guard.
Conflicts of Interest
Certain conflicts of interest now exist and will continue
to exist between the Company and its officers and directors
due to the fact that each has other business interests to
which he devotes his primary attention. Each officer and
director may continue to do so notwithstanding the fact
that management time should be devoted to the business of
the Company.
Certain conflicts of interest may exist between the Company
and its management, and conflicts may develop in the
future. The Company has not established policies or
procedures for the resolution of current or potential
conflicts of interests between the Company, its officers
and directors or affiliated entities. There can be no
assurance that management will resolve all conflicts of
interest in favor of the Company, and failure by management
to conduct the Company's business in the Company's best
interest may result in liability to the management. The
officers and directors are accountable to the Company as
fiduciaries, which means that they are required to exercise
good faith and integrity in handling the Company's affairs.
Shareholders who believe that the Company has been harmed
by failure of an officer or director to appropriately
resolve any conflict of interest may, subject to applicable
rule of civil procedure, be able to bring a class action or
derivative suit to enforce their rights and the Company's
rights.
The Company has no arrangement, understanding or intention
to enter into any transaction for participating in any
business opportunity with any officer, director, or
principal shareholder or with any firm or business
organization with which such persons are affiliated,
whether by reason of stock ownership, position as an
officer or director, or otherwise.
Item 6. EXECUTIVE COMPENSATION.
No compensation is paid or anticipated to be paid by the
Company. It is possible that upon an acquisition some
compensation may be paid to management. On acquisition of
a business opportunity, current management may resign and
be replaced by persons associated with the business
opportunity acquired, particularly if the Company
participates in a business opportunity by effecting a
reorganization, merger or consolidation. If any member of
current management remains after effecting a business
opportunity acquisition, that member's time commitment will
likely be adjusted based on the nature and method of the
acquisition and location of the business which cannot be
predicted. Compensation of management will be determined
by the new board of directors, and shareholders of the
Company will not have the opportunity to vote on or approve
such compensation.
Directors currently receive no compensation for their
duties as directors.
Item 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
In connection with organizing the Company, on November 12,
1996, persons consisting of its officers, directors, and
other individuals were issued a total of 1,000 shares of
Common Stock at a value of $.001 per share. On May 6,
1999, the outstanding shares were forward split 1,000 to 1,
resulting in a total of 1,000,000 shares outstanding.
Under Rule 405 promulgated under the Securities Act of
1933, Mr. Hodges may be deemed to be a promoter of the
Company. No other persons are known to Management that
would be deemed to be promoters.
Item 8. DESCRIPTION OF SECURITIES.
Each shareholder of Common Stock, either in person or by
proxy, may cast one vote per share of Common Stock held on
all matters to be voted on. The presence, in person or by
proxy, of the holders of a majority of the total number of
shares entitled to vote constitutes a quorum for the
transaction of business. Assuming that a quorum is
present, the affirmative vote of a majority of the shares
of the Company present in person or represented by proxy is
required. The Company's articles do not provide for
cumulative voting or preemptive rights.
There are no outstanding options or warrants of any kind
for the Company's stock.
PART II
Item 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS.
The Company's Common Stock is not currently traded. The
Company has made application to trade its stock on the NQB
Pink Sheets, and has filed, through National Capital LLC,
the 15c2-11 Disclosure Statement. The application is
currently pending.
As of October 20, 1999, there were 29 stockholders of
record.
No dividends have been declared on the Company's stock.
Nor does the Company foresee any dividends being declared
in the near future.
Item 2. LEGAL PROCEEDINGS.
Not Applicable.
Item 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING.
Not Applicable.
Item 4. RECENT SALES OF UNREGISTERED SECURITIES.
There have been no sales of the Company's securities. As
noted above, in connection with organizing the Company, on
November 12, 1996, persons consisting of its officers,
directors, and other individuals were issued a total of
1,000 shares of Common Stock at a value of $.001 per share.
On May 6, 1999, those outstanding shares were forward split
1,000 to 1, resulting in a total of 1,000,000 shares
outstanding.
Item 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Nevada Business Associations Act (the "Business
Association Act") Title 7, Chapter 78, directors of the
Company will be liable to the Company or its shareholders
for (a) the amount of a financial benefit received by the
director to which the director is not entitled; (b) an
intentional infliction of harm on the Company or its
shareholders; (c) certain unlawful distributions to
shareholders; and (d) an intentional violation of criminal
law. These provisions do not limit or eliminate the rights
of the Company or any shareholder to seek non-monetary
relief such as an injunction or rescission in the event of
a breach of a director's duty of care.
The Company's By-Laws require the Company to indemnify and
advance expenses to any person who incurs liability or
expense by reason of such person acting as a director of
the Corporation, to the fullest extent allowed by the
Business Association Act. This indemnification is
mandatory with respect to directors in all circumstances in
which indemnification is permitted by the Business
Association Act, subject to the requirements of the
Business Association Act. In addition, the Company may, in
its sole discretion, indemnify and advance expenses, to the
fullest extent allowed by the Business Association Act, to
any person who incurs liability or expense by reason of
such person acting as an officer, employee or agent of the
Company, except where indemnification is mandatory pursuant
to the Business Association Act, in which case the Company
is required to indemnify to the fullest extent required by
the Business Association Act.
PART F/S
FINANCIAL STATEMENTS
The consolidated financial statements of the Company
required to be included in Part F/S are set forth below.
PSM CORP.
(Formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
INDEPENDENT AUDITOR'S REPORT
AUGUST 31, 1999
AND
DECEMBER 31, 1998 AND 1997
CONTENTS
Page
Independent Auditor's Report . . . . . . . . . F - 1
Balance Sheets
August 31, 1999
December 31, 1998 and 1997 . . . . . . . . . . F - 2
Statements of Operations for the
Eight Months Ended August 31, 1999 and
Years Ended December 31, 1998 and 1997 . . . . F - 3
Statement of Stockholders' Equity for the
Eight Months Ended August 31, 1999 and
Years Ended December 31, 1998 and 1997 . . . . F - 4
Statements of Cash Flows for the
Eight Months Ended August 31, 1999 and
Years Ended December 31, 1998 and 1997 . .. . . F - 5
Notes to Financial Statements. . . . . . . .. . . F - 6
ROBISON, HILL & CO., A PROFESSIONAL CORPORATION, Certified
Public Accountants
INDEPENDENT AUDITOR'S REPORT
PSM Corp.
(Formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
We have audited the accompanying balance sheets of PSM
Corp. (formerly K.A.S.H. Capitol Inc.)(a development stage
company) as of August 31, 1999, and December 31, 1998 and
1997, and the related statements of operations,
stockholders' equity, and cash flows for the eight months
ended August 31, 1999 and two years ended December 31,
1998. These financial statements are the responsibility of
the Company's management. Our responsibility is to express
an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with generally
accepted auditing standards. Those standards require that
we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made by management, as well as
evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to
above present fairly, in all material respects, the
financial position of PSM Corp. (formerly K.A.S.H. Capitol
Inc.) (a development stage company) as of August 31, 1999,
and December 31, 1998 and 1997, and the results of its
operations and its cash flows for the eight months ended
August 31, 1999 and the two years ended December 31, 1998
in conformity with generally accepted accounting
principles.
Respectfully submitted
Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
September 1, 1999
F-1
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
BALANCESHEETS
August 31 December 31 December 31
1999 1998 1997
Assets $ - $ - $ -
Liabilities
Accounts Payable $ - $ 200 $ 100
Shareholders' Equity
Common Stock, Par Value $.001
Authorized 100,000,000 shares
Issued 1,000,000 shares as of
August 31, 1999, and December
31, 1998 and 1997 1,000 1,000 1,000
Paid-In Capital 485 - -
Retained Deficit (1,200) (1,200) (1,100)
Deficit Accumulated During the
Development State (285) - -
Total Stockholders' Equity - (200) (100)
Total Liabilities and
Shareholders' Equity - - -
The accompanying notes are an integral part of these
financial statements.
F-2
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
For the Cumulative
Eight months since
Ended For the year ended inception of
August 31 December 31 development
1999 1998 1997 stage
Revenues $ - $ - $ - $ -
Expenses 285 100 100 285
Net Loss $(285) $(100) $(100) $(285)
Basic & Diluted loss per share
$ - $ - $ -
The accompanying notes are an integral part of these financial
statements.
F-3
PSM CORP.
(Formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EOUITY
FOR THE EIGHT MONTHS ENDED AUGUST 31, 1999 AND
FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
Deficit
Accumulated
During
Common Stock Paid-In Retained Development
Shares Par Value Capital Deficit Stage
Balance at October 22, 1996
(Inception) - $ - $ - $ - $ -
November 12, 1996 Issuance of
Stock for Services and payment
Of Accounts payable
1,000 1,000 - - -
New Loss - - - (1,000) -
Balance at December 31, 1996
As originally reported
1,000 1,000 - (1,000) -
Retroactive adjustment for 1,000
to 1 stock split May 6, 1999
999,999 - - - -
Restated balance January 1, 1997
1,000,000 1,000 - (1,000) -
Net Loss - - - (100) -
Balance at December 31, 1997
1,000,000 1,000 - (1,100) -
Net Loss - - - (100) -
Balance at December 31, 1998
1,000,000 1,000 - (1,200) -
Capital contributed by shareholder 485 - -
Net Loss - - - - (285)
Balance at August 31, 1999
1,000,000 1,000 485 (1,200) (285)
The accompanying notes are an integral part of these
financial statements.
F-4
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
For the Cumulative
Eight months since
Ended For the year ended inception of
August 31 December 31 development
1999 1998 1997 stage
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net Loss $(285) $(100) $(100) $(285)
Increase (Decrease) in
Accounts Payable (200) 100 100 (200)
Net Cash Used in
Operating activities (485) - - (485)
CASH FLOWS FROM
INVESTING ACTIVITIES:
Net Cash provided by
Investing activities - - - -
CASH FLOWS FROM
FINANCING ACTIVITIES:
Capital contributed
By shareholder 485 - - 485
Net Cash provided by
Financing activities 485 - - 485
Net (Decrease) in
Cash and Cash Equivalents - - - -
Cash and Cash Equivalents
At Beginning of Period - - - -
Cash and Cash Equivalents
At End of Period $ - $ - $ - $ -
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ - $ -
Franchise and income taxes
$ 250 $ - $ - $ 250
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AN
FINANCING ACTIVIITES: None
The accompanying notes are an integral part of these financial
statements.
F-5
PSM CORP.
(formerly K.A.S.H. Capitol Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE EIGHT MONTHS ENDED AUGUST 31, 1999 AND
THE YEARS ENDED DECEMBER 31, 1998 AND 1997
NOTE 1- ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
This summary of accounting policies for PSM Corp.
(formerly K.A.S.H. Capitol Inc.) is presented to assist in
understanding the Company's financial statements. The
accounting policies conform to generally accepted
accounting principles and have been consistently applied in
the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the
State of Nevada on October 22, 1996. The Company ceased
all operating activities during the period from October 22,
1996 to July 9, 1999 and was considered dormant. On July
9, 1999, the Company obtained a Certificate of renewal from
the State of Nevada. Since July 9, 1999, the Company is in
the development stage, and has not commenced planned
principal operations.
Nature of Business
The company has no products or services as of August
31, 1999. The Company was organized as a vehicle to seek
merger or acquisition candidates. The Company intends to
acquire interests in various business opportunities, which
in the opinion of management will provide a profit to the
Company
Cash and Cash Equivalents
For purposes of the statement of cash flows, the
Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be
cash equivalents to the extent the funds are not being held
for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles required
management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual
results could differ from those estimates.
Loss per Share
The reconciliations of the numerators and denominators
of the basic loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator) (Denominator)
For the eight months ended August 31, 1999:
Basic Loss per Share
Loss to common shareholders
$ (285) 1,000,000 $ -
For the year ended December 31, 1998:
Basic Loss per Share
Loss to common shareholders
$ (100) 1,000,000 $ -
For the year ended December 31, 1999:
Basic Loss per Share
Loss to common shareholders
$ (100) 1,000,000 $ -
The effect of outstanding common stock equivalents
would be anti-dilutive for August 31, 1999 and December 31,
1998 and 1997 and are thus not considered.
NOTE 2 - INCOME TAXES
As of August 31, 1999, the Company had a net operating
loss carryforward for income tax reporting purposes of
approximately $1,000 that may be offset against future
taxable income through 2011. Current tax laws limit the
amount of loss available to be offset against future income
when a substantial change in ownership occurs. Therefore,
the amount available to offset future taxable income will
be limited. No tax benefit has been reported in the
financial statements, because the Company believes there is
a 50% or greater chance the carryforwards will expire
unused. Accordingly, the potential tax benefits of the
loss carryforwards are offset by a valuation allowance of
the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY
The Company has not begun principal operations and as
is common with a development stage company, then Company
has had recurring losses during its development stage.
NOTE 4 - COMMITMENTS
As of August 31, 1999 all activities of the Company
have been conducted by corporate officers from either their
homes or business offices. Currently, there are no
outstanding debts owed by the Company for the use of these
facilities and there are no commitments for future use of
the facilitates.
NOTE 5 - STOCK SPLIT
On May 6, 1999 the Board of Directors authorized 1,000
to 1 stock split, changed the authorized number of shares
to 100,000,000 shares and the par value to $.001 for the
Company's common stock. As a result of the split, 999,000
shares were issued. All references in the accompanying
financial statements to the number of common shares and
per-share amounts for 1998 and 1997 have been restated to
reflect the stock split
PART III
Item 1. Index to Exhibits.
Exhibit 1. Articles of Incorporation.
Exhibit 2. Amendment to Articles of Incorporation.
Exhibit 3. Bylaws.
In accordance with Section 12 of the Securities Exchange
Act of 1934, the registrant caused this registration
statement to be signed on its behalf by the undersigned,
thereto duly authorized.
PSM CORP.
(Registrant)
Date: October 20, 1999
By: /s/
Daniel Hodges,
President
Exhibit 1. Articles of Incorporation.
ARTICLES OF INCORPORATION
STATE OF NEVADA
Secretary of State
Filed October 22, 1996
Name of Corporation: K.A.S.H. Capitol Inc.
Resident Agent: Nevada First Holdings, Inc.
1800 East Sahara Avenue Suite 104, Las Vegas, NV 89104.
Number of Shares the corporation is authorized to issue:
25,000 par value $1.00
Governing Board shall be styled as Directors. The First
Board of Directors shall consist of 1 member, Chad Holtz,
1800 E. Sahara Avenue Suite 104, Las Vegas, NV 89104.
Signature of Incorporators: The names and address of each
incorporator signing the articles: /s/ John Brown, 1800 E.
Sahara Avenue Suite 104, Las Vegas, NV 89104.
Exhibit 2. Amendment to Articles of Incorporation.
CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
(After Issuance of Stock)
Filed July 9, 1999
K.A.S.H. Capitol, Inc.
I, the undersigned, Daniel L. Hodges, President and
Secretary of K.A.S.H. Capitol, Inc., does hereby certify:
That the Board of Directors of said corporation at a
meeting duly convened, held on the 6th day of May, 1999,
adopted a Resolution to amend the original Articles of
incorporation as follows;
RESOLVED: That the number of shares of the corporation
authorized and entitled to vote on an amendment to the
Articles of Incorporation is 1,000,000;
RESOLVED: That the authorized stock of the Company be and
is hereby amended as follows:
100,000,000 shares of Common Stock with a par value of
$.001 per share.
RESOLVED: That the name of the Company be and is hereby
amended to read: PSM Corp.
RESOLVED: That the said change(s) and amendments have been
consented to and approved by a majority vote of the
stockholders holding at least a majority of each class of
stock outstanding and entitled to vote thereon.
/s/ Daniel L. Hodges, President
/s/ Daniel L. Hodges, Secretary
Exhibit 3. Bylaws.
BYLAWS
OF
PSM CORP.
(A NEVADA CORPORATION)
ARTICLE I
OFFICES
Section 1. Registered Office. The registered office
of the corporation in the State of Nevada shall be in the
City of Las Vegas, State of Nevada.
Section 2. Other Offices. The corporation shall also
have and maintain an office or principal place of business
at such place as may be fixed by the Board of Directors,
and may also have offices at such other places, both within
and without the State of Nevada as the Board of Directors
may from time to time determine or the business of the
corporation may require.
ARTICLE II
CORPORATE SEAL
Section 3. Corporate Seal. The corporate seal shall
consist of a die bearing the name of the corporation and
the inscription, "Corporate Seal-Nevada." Said seal may be
used by causing it or a facsimile thereof to be impressed
or affixed or reproduced or otherwise.
ARTICLE III
STOCKHOLDERS' MEETINGS
Section 4. Place of Meetings. Meetings of the
stockholders of the corporation shall be held at such
place, either within or without the State of Nevada, as may
be designated from time to time by the Board of Directors,
or, if not so designated, then at the office of the
corporation required to be maintained pursuant to Section 2
hereof.
Section 5. Annual Meeting.
(a.) The annual meeting of the stockholders of the
corporation, for the purpose of election of directors and
for such other business as may lawfully come before it,
shall be held on such date and at such time as may be
designated from time to time by the Board of Directors.
(b.) At an annual meeting of the stockholders, only
such business shall be conducted as shall have been
properly brought before the meeting. To be properly
brought before an annual meeting, business must be: (A)
specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board of
Directors, (B) otherwise properly brought before the
meeting by or at the direction of the Board of Directors,
or (C) otherwise properly brought before the meeting by a
stockholder. For business to be properly brought before an
annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of
the corporation. To be timely, a stockholder's notice must
be delivered to or mailed and received at the principal
executive offices of the corporation not later than the
close of business on the sixtieth (60th) day nor earlier
than the close of business on the ninetieth (90th) day
prior to the first anniversary of the preceding year's
annual meeting; provided, however, that in the event that
no annual meeting was held in the previous year or the date
of the annual meeting has been changed by more than thirty
(30) days from the date contemplated at the time of the
previous year's proxy statement, notice by the stockholder
to be timely must be so received not earlier than the close
of business on the ninetieth (90th) day prior to such
annual meeting and not later than the close of business on
the later of the sixtieth (60th) day prior to such annual
meeting or, in the event public announcement of the date of
such annual meeting is first made by the corporation fewer
than seventy (70) days prior to the date of such annual
meeting, the close of business on the tenth (10th) day
following the day on which public announcement of the date
of such meeting is first made by the corporation. A
stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the
annual meeting: (i) a brief description of the business
desired to be brought before the annual meeting and the
reasons for conducting such business at the annual meeting,
(ii) the name and address, as they appear on the
corporation's books, of the stockholder proposing such
business, (iii) the class and number of shares of the
corporation which are beneficially owned by the
stockholder, (iv) any material interest of the stockholder
in such business and (v) any other information that is
required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), in his capacity as a proponent
to a stockholder proposal. Notwithstanding the foregoing,
in order to include information with respect to a
stockholder proposal in the proxy statement and form of
proxy for a stockholder's meeting, stockholders must
provide notice as required by the regulations promulgated
under the 1934 Act. Notwithstanding anything in these
Bylaws to the contrary, no business shall be conducted at
any annual meeting except in accordance with the procedures
set forth in this paragraph (b). The chairman of the
annual meeting shall, if the facts warrant, determine and
declare at the meeting that business was not properly
brought before the meeting and in accordance with the
provisions of this paragraph (b), and, if he should so
determine, he shall so declare at the meeting that any such
business not properly brought before the meeting shall not
be transacted.
(c.) Only persons who are confirmed in accordance with
the procedures set forth in this paragraph (c) shall be
eligible for election as directors. Nominations of persons
for election to the Board of Directors of the corporation
may be made at a meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder
of the corporation entitled to vote in the election of
directors at the meeting who complies with the notice
procedures set forth in this paragraph (c). Such
nominations, other than those made by or at the direction
of the Board of Directors, shall be made pursuant to timely
notice in writing to the Secretary of the corporation in
accordance with the provisions of paragraph (b) of this
Section 5. Such stockholder's notice shall set forth (i)
as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a director: (A) the
name, age, business address and residence address of such
person, (B) the principal occupation or employment of such
person, (c) the class and number of shares of the
corporation which are beneficially owned by such person,
(D) a description of all arrangements or understandings
between the stockholder and each nominee and any other
person or persons (naming such person or persons) pursuant
to which the nominations are to be made by the stockholder,
and (E) any other information relating to such person that
is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, in each
case pursuant to Regulation 14A under the 1934 Act
(including without limitation such person's written consent
to being named in the proxy statement, if any, as a nominee
and to serving as a director if elected); and (ii) as to
such stockholder giving notice, the information required to
be provided pursuant to paragraph (b) of this Section 5.
At the request of the Board of Directors, any person
nominated by a stockholder for election as a director shall
furnish to the Secretary of the corporation that
information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee. No
person shall be eligible for election as a director of the
corporation unless nominated in accordance with the
procedures set forth in this paragraph (c). The chairman
of the meeting shall, if the facts warrant, determine and
declare at the meeting that a nomination was not made in
accordance with the procedures prescribed by these Bylaws,
and if he should so determine, he shall so declare at the
meeting, and the defective nomination shall be disregarded.
(d.) For purposes of this Section 5, "public
announcement" shall mean disclosure in a press release
reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly
filed by the corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the
Exchange Act.
Section 6. Special Meetings.
(a.) Special meetings of the stockholders of the
corporation may be called, for any purpose or purposes, by
(i) the Chairman of the Board of Directors, (ii) the Chief
Executive Officer, or (iii) the Board of Directors pursuant
to a resolution adopted by a majority of the total number
of authorized directors (whether or not there exist any
vacancies in previously authorized directorships at the
time any such resolution is presented to the Board of
Directors for adoption), and shall be held at such place,
on such date, and at such time as the Board of Directors,
shall determine.
(b.) If a special meeting is called by any person or
persons other than the Board of Directors, the request
shall be in writing, specifying the general nature of the
business proposed to be transacted, and shall be delivered
personally or sent by registered mail or by telegraphic or
other facsimile transmission to the Chairman of the Board
of Directors, the Chief Executive Officer, or the Secretary
of the corporation. No business may be transacted at such
special meeting otherwise than specified in such notice.
The Board of Directors shall determine the time and place
of such special meeting, which shall be held not less than
thirty-five (35) nor more than one hundred twenty (120)
days after the date of the receipt of the request. Upon
determination of the time and place of the meeting, the
officer receiving the request shall cause notice to be
given to the stockholders entitled to vote, in accordance
with the provisions of Section 7 of these Bylaws. If the
notice is not given within sixty (60) days after the
receipt of the request, the person or persons requesting
the meeting may set the time and place of the meeting and
give the notice. Nothing contained in this paragraph (b)
shall be construed as limiting, fixing, or affecting the
time when a meeting of stockholders called by action of the
Board of Directors may be held.
Section 7. Notice of Meetings. Except as otherwise
provided by law or the Articles of Incorporation, written
notice of each meeting of stockholders shall be given not
less than ten (10) nor more than sixty (60) days before the
date of the meeting to each stockholder entitled to vote at
such meeting, such notice to specify the place, date and
hour and purpose or purposes of the meeting. Notice of the
time, place and purpose of any meeting of stockholders may
be waived in writing, signed by the person entitled to
notice thereof, either before or after such meeting, and
will be waived by any stockholder by his attendance thereat
in person or by proxy, except when the stockholder attends
a meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or
convened. Any stockholder so waiving notice of such
meeting shall be bound by the proceedings of any such
meeting in all respects as if due notice thereof had been
given.
Section 8. Quorum. At all meetings of stockholders,
except where otherwise provided by statute or by the
Articles of Incorporation, or by these Bylaws, the
presence, in person or by proxy duly authorized, of the
holder or holders of not less than one percent (1%) of the
outstanding shares of stock entitled to vote shall
constitute a quorum for the transaction of business. In
the absence of a quorum, any meeting of stockholders may be
adjourned, from time to time, either by the chairman of the
meeting or by vote of the holders of a majority of the
shares represented thereat, but no other business shall be
transacted at such meeting. The stockholders present at a
duly called or convened meeting, at which a quorum is
present, may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. Except as
otherwise provided by law, the Articles of Incorporation or
these Bylaws, all action taken by the holders of a majority
of the votes cast, excluding abstentions, at any meeting at
which a quorum is present shall be valid and binding upon
the corporation; provided, however, that directors shall be
elected by a plurality of the votes of the shares present
in person or represented by proxy at the meeting and
entitled to vote on the election of directors. Where a
separate vote by a class or classes or series is required,
except where otherwise provided by the statute or by the
Articles of Incorporation or these Bylaws, a majority of
the outstanding shares of such class or classes or series,
present in person or represented by proxy, shall constitute
a quorum entitled to take action with respect to that vote
on that matter and, except where otherwise provided by the
statute or by the Articles of Incorporation or these
Bylaws, the affirmative vote of the majority (plurality, in
the case of the election of directors) of the votes cast,
including abstentions, by the holders of shares of such
class or classes or series shall be the act of such class
or classes or series.
Section 9. Adjournment and Notice of Adjourned
Meetings. Any meeting of stockholders, whether annual or
special, may be adjourned from time to time either by the
chairman of the meeting or by the vote of a majority of the
shares casting votes, excluding abstentions. When a
meeting is adjourned to another time or place, notice need
not be given of the adjourned meeting if the time and place
thereof are announced at the meeting at which the
adjournment is taken. At the adjourned meeting, the
corporation may transact any business which might have been
transacted at the original meeting. If the adjournment is
for more than thirty (30) days or if after the adjournment
a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given to each
stockholder of record entitled to vote at the meeting.
Section 10. Voting Rights. For the purpose of
determining those stockholders entitled to vote at any
meeting of the stockholders, except as otherwise provided
by law, only persons in whose names shares stand on the
stock records of the corporation on the record date, as
provided in Section 12 of these Bylaws, shall be entitled
to vote at any meeting of stockholders. Every person
entitled to vote shall have the right to do so either in
person or by an agent or agents authorized by a proxy
granted in accordance with Nevada law. An agent so
appointed need not be a stockholder. No proxy shall be
voted after three (3) years from its date of creation
unless the proxy provides for a longer period.
Section 11. Joint Owners of Stock. If shares or
other securities having voting power stand of record in the
names of two (2) or more persons, whether fiduciaries,
members of a partnership, joint tenants, tenants in common,
tenants by the entirety, or otherwise, or if two (2) or
more persons have the same fiduciary relationship
respecting the same shares, unless the Secretary is given
written notice to the contrary and is furnished with a copy
of the instrument or order appointing them or creating the
relationship wherein it is so provided, their acts with
respect to voting shall have the following effect: (a) if
only one (1) votes, his act binds all; (b) if more than one
(1) votes, the act of the majority so voting binds all; (c)
if more than one (1) votes, but the vote is evenly split on
any particular matter, each faction may vote the securities
in question proportionally, or may apply to the Nevada
Court of Chancery for relief as provided in the General
Corporation Law of Nevada, Section 217(b). If the
instrument filed with the Secretary shows that any such
tenancy is held in unequal interests, a majority or even-
split for the purpose of subsection (c) shall be a majority
or even-split in interest.
Section 12. List of Stockholders. The Secretary
shall prepare and make, at least ten (10) days before every
meeting of stockholders, a complete list of the
stockholders entitled to vote at said meeting, arranged in
alphabetical order, showing the address of each stockholder
and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of
any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least
ten (10) days prior to the meeting, either at a place
within the city where the meeting is to be held, which
place shall be specified in the notice of the meeting, or,
if not specified, at the place where the meeting is to be
held. The list shall be produced and kept at the time and
place of meeting during the whole time thereof and may be
inspected by any stockholder who is present.
Section 13. Action Without Meeting. No action shall
be taken by the stockholders except at an annual or special
meeting of stockholders called in accordance with these
Bylaws, or by the written consent of all stockholders.
Section 14. Organization.
(a.) At every meeting of stockholders, the Chairman of
the Board of Directors, or, if a Chairman has not been
appointed or is absent, the President, or, if the President
is absent, a chairman of the meeting chosen by a majority
in interest of the stockholders entitled to vote, present
in person or by proxy, shall act as chairman. The
Secretary, or, in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary
of the meeting.
(b.) The Board of Directors of the corporation shall
be entitled to make such rules or regulations for the
conduct of meetings of stockholders as it shall deem
necessary, appropriate or convenient. Subject to such
rules and regulations of the Board of Directors, if any,
the chairman of the meeting shall have the right and
authority to prescribe such rules, regulations and
procedures and to do all such acts as, in the judgment of
such chairman, are necessary, appropriate or convenient for
the proper conduct of the meeting, including, without
limitation, establishing an agenda or order of business for
the meeting, rules and procedures for maintaining order at
the meeting and the safety of those present, limitations on
participation in such meeting to stockholders of record of
the corporation and their duly authorized and constituted
proxies and such other persons as the chairman shall
permit, restrictions on entry to the meeting after the time
fixed for the commencement thereof, limitations on the time
allotted to questions or comments by participants and
regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot.
Unless and to the extent determined by the Board of
Directors or the chairman of the meeting, meetings of
stockholders shall not be required to be held in accordance
with rules of parliamentary procedure.
ARTICLE IV
DIRECTORS
Section 15. Number and Qualification. The authorized
number of directors of the corporation shall be not less
than one (1) nor more than twelve (12) as fixed from time
to time by resolution of the Board of Directors; provided
that no decrease in the number of directors shall shorten
the term of any incumbent directors. Directors need not be
stockholders unless so required by the Articles of
Incorporation. If for any cause, the directors shall not
have been elected at an annual meeting, they may be elected
as soon thereafter as convenient at a special meeting of
the stockholders called for that purpose in the manner
provided in these Bylaws.
Section 16. Powers. The powers of the
corporation shall be exercised, its business conducted and
its property controlled by the Board of Directors, except
as may be otherwise provided by statute or by the Articles
of Incorporation.
Section 17. Election and Term of Office of
Directors. Members of the Board of Directors shall hold
office for the terms specified in the Articles of
Incorporation, as it may be amended from time to time, and
until their successors have been elected as provided in the
Articles of Incorporation.
Section 18. Vacancies. Unless otherwise
provided in the Articles of Incorporation, any vacancies on
the Board of Directors resulting from death, resignation,
disqualification, removal or other causes and any newly
created directorships resulting from any increase in the
number of directors, shall unless the Board of Directors
determines by resolution that any such vacancies or newly
created directorships shall be filled by stockholder vote,
be filled only by the affirmative vote of a majority of the
directors then in office, even though less than a quorum of
the Board of Directors. Any director elected in accordance
with the preceding sentence shall hold office for the
remainder of the full term of the director for which the
vacancy was created or occurred and until such director's
successor shall have been elected and qualified. A vacancy
in the Board of Directors shall be deemed to exist under
this Bylaw in the case of the death, removal or resignation
of any director.
Section 19. Resignation. Any director may resign
at any time by delivering his written resignation to the
Secretary, such resignation to specify whether it will be
effective at a particular time, upon receipt by the
Secretary or at the pleasure of the Board of Directors. If
no such specification is made, it shall be deemed effective
at the pleasure of the Board of Directors. When one or
more directors shall resign from the Board of Directors,
effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall
have power to fill such vacancy or vacancies, the vote
thereon to take effect when such resignation or
resignations shall become effective, and each director so
chosen shall hold office for the unexpired portion of the
term of the director whose place shall be vacated and until
his successor shall have been duly elected and qualified.
Section 20. Removal. Subject to the Articles of
Incorporation, any director may be removed by:
(a.) the affirmative vote of the holders of a majority
of the outstanding shares of the Corporation then entitled
to vote, with or without cause; or
(b.) the affirmative and unanimous vote of a majority
of the directors of the Corporation, with the exception of
the vote of the directors to be removed, with or without
cause.
Section 21. Meetings.
(a.) Annual Meetings. The annual meeting of the Board
of Directors shall be held immediately after the annual
meeting of stockholders and at the place where such meeting
is held. No notice of an annual meeting of the Board of
Directors shall be necessary and such meeting shall be held
for the purpose of electing officers and transacting such
other business as may lawfully come before it.
(b.) Regular Meetings. Except as hereinafter
otherwise provided, regular meetings of the Board of
Directors shall be held in the office of the corporation
required to be maintained pursuant to Section 2 hereof.
Unless otherwise restricted by the Articles of
Incorporation, regular meetings of the Board of Directors
may also be held at any place within or without the state
of Nevada which has been designated by resolution of the
Board of Directors or the written consent of all directors.
(c.) Special Meetings. Unless otherwise restricted by
the Articles of Incorporation, special meetings of the
Board of Directors may be held at any time and place within
or without the State of Nevada whenever called by the
Chairman of the Board, the President or any two of the
directors.
(d.) Telephone Meetings. Any member of the Board of
Directors, or of any committee thereof, may participate in
a meeting by means of conference telephone or similar
communications equipment by means of which all persons
participating in the meeting can hear each other, and
participation in a meeting by such means shall constitute
presence in person at such meeting.
(e.) Notice of Meetings. Notice of the time and place
of all special meetings of the Board of Directors shall be
orally or in writing, by telephone, facsimile, telegraph or
telex, during normal business hours, at least twenty-four
(24) hours before the date and time of the meeting, or sent
in writing to each director by first class mail, charges
prepaid, at least three (3) days before the date of the
meeting. Notice of any meeting may be waived in writing at
any time before or after the meeting and will be waived by
any director by attendance thereat, except when the
director attends the meeting for the express purpose of
objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not
lawfully called or convened.
(f.) Waiver of Notice. The transaction of all
business at any meeting of the Board of Directors, or any
committee thereof, however called or noticed, or wherever
held, shall be as valid as though had at a meeting duly
held after regular call and notice, if a quorum be present
and if, either before or after the meeting, each of the
directors not present shall sign a written waiver of
notice. All such waivers shall be filed with the corporate
records or made a part of the minutes of the meeting.
Section 22. Quorum and Voting.
(a.) Unless the Articles of Incorporation requires a
greater number and except with respect to indemnification
questions arising under Section 43 hereof, for which a
quorum shall be one-third of the exact number of directors
fixed from time to time in accordance with the Articles of
Incorporation, a quorum of the Board of Directors shall
consist of a majority of the exact number of directors
fixed from time to time by the Board of Directors in
accordance with the Articles of Incorporation provided,
however, at any meeting whether a quorum be present or
otherwise, a majority of the directors present may adjourn
from time to time until the time fixed for the next regular
meeting of the Board of Directors, without notice other
than by announcement at the meeting.
(b.) At each meeting of the Board of Directors at
which a quorum is present, all questions and business shall
be determined by the affirmative vote of a majority of the
directors present, unless a different vote be required by
law, the Articles of Incorporation or these Bylaws.
Section 23. Action Without Meeting. Unless
otherwise restricted by the Articles of Incorporation or
these Bylaws, any action required or permitted to be taken
at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all
members of the Board of Directors or committee, as the case
may be, consent thereto in writing, and such writing or
writings are filed with the minutes of proceedings of the
Board of Directors or committee.
Section 24. Fees and Compensation. Directors
shall be entitled to such compensation for their services
as may be approved by the Board of Directors, including, if
so approved, by resolution of the Board of Directors, a
fixed sum and expenses of attendance, if any, for
attendance at each regular or special meeting of the Board
of Directors and at any meeting of a committee of the Board
of Directors. Nothing herein contained shall be construed
to preclude any director from serving the corporation in
any other capacity as an officer, agent, employee, or
otherwise and receiving compensation therefor.
Section 25. Committees.
(a.) Executive Committee. The Board of Directors may
by resolution passed by a majority of the whole Board of
Directors appoint an Executive Committee to consist of one
(1) or more members of the Board of Directors. The
Executive Committee, to the extent permitted by law and
provided in the resolution of the Board of Directors shall
have and may exercise all the powers and authority of the
Board of Directors in the management of the business and
affairs of the corporation, including without limitation
the power or authority to declare a dividend, to authorize
the issuance of stock and to adopt a certificate of
ownership and merger, and may authorize the seal of the
corporation to be affixed to all papers which may require
it; but no such committee shall have the power or authority
in reference to amending the Articles of Incorporation
(except that a committee may, to the extent authorized in
the resolution or resolutions providing for the issuance of
shares of stock adopted by the Board of Directors fix the
designations and any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion
into, or the exchange of such shares for, shares of any
other class or classes or any other series of the same or
any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or
authorize the increase or decrease of the shares of any
series), adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's
property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation.
(b.) Other Committees. The Board of Directors may, by
resolution passed by a majority of the whole Board of
Directors, from time to time appoint such other committees
as may be permitted by law. Such other committees
appointed by the Board of Directors shall consist of one
(1) or more members of the Board of Directors and shall
have such powers and perform such duties as may be
prescribed by the resolution or resolutions creating such
committees, but in no event shall such committee have the
powers denied to the Executive Committee in these Bylaws.
(c.) Term. Each member of a committee of the Board of
Directors shall serve a term on the committee coexistent
with such member's term on the Board of Directors. The
Board of Directors, subject to the provisions of
subsections (a) or (b) of this Bylaw may at any time
increase or decrease the number of members of a committee
or terminate the existence of a committee. The membership
of a committee member shall terminate on the date of his
death or voluntary resignation from the committee or from
the Board of Directors. The Board of Directors may at any
time for any reason remove any individual committee member
and the Board of Directors may fill any committee vacancy
created by death, resignation, removal or increase in the
number of members of the committee. The Board of Directors
may designate one or more directors as alternate members of
any committee, who may replace any absent or disqualified
member at any meeting of the committee, and, in addition,
in the absence or disqualification of any member of a
committee, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he
or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified
member.
(d.) Meetings. Unless the Board of Directors shall
otherwise provide, regular meetings of the Executive
Committee or any other committee appointed pursuant to this
Section 25 shall be held at such times and places as are
determined by the Board of Directors, or by any such
committee, and when notice thereof has been given to each
member of such committee, no further notice of such regular
meetings need be given thereafter. Special meetings of any
such committee may be held at any place which has been
determined from time to time by such committee, and may be
called by any director who is a member of such committee,
upon written notice to the members of such committee of the
time and place of such special meeting given in the manner
provided for the giving of written notice to members of the
Board of Directors of the time and place of special
meetings of the Board of Directors. Notice of any special
meeting of any committee may be waived in writing at any
time before or after the meeting and will be waived by any
director by attendance thereat, except when the director
attends such special meeting for the express purpose of
objecting, at the beginning of the meeting, to the
transaction of any business because the meeting is not
lawfully called or convened. A majority of the authorized
number of members of any such committee shall constitute a
quorum for the transaction of business, and the act of a
majority of those present at any meeting at which a quorum
is present shall be the act of such committee.
Section 26. Organization. At every meeting of
the directors, the Chairman of the Board of Directors, or,
if a Chairman has not been appointed or is absent, the
President, or if the President is absent, the most senior
Vice President, or, in the absence of any such officer, a
chairman of the meeting chosen by a majority of the
directors present, shall preside over the meeting. The
Secretary, or in his absence, an Assistant Secretary
directed to do so by the President, shall act as secretary
of the meeting.
ARTICLE V
OFFICERS
Section 27. Officers Designated. The officers of
the corporation shall include, if and when designated by
the Board of Directors, the Chairman of the Board of
Directors, the Chief Executive Officer, the President, one
or more Vice Presidents, the Secretary, the Chief Financial
Officer, the Treasurer, the Controller, all of whom shall
be elected at the annual organizational meeting of the
Board of Direction. The Board of Directors may also
appoint one or more Assistant Secretaries, Assistant
Treasurers, Assistant Controllers and such other officers
and agents with such powers and duties as it shall deem
necessary. The Board of Directors may assign such
additional titles to one or more of the officers as it
shall deem appropriate. Any one person may hold any number
of offices of the corporation at any one time unless
specifically prohibited therefrom by law. The salaries and
other compensation of the officers of the corporation shall
be fixed by or in the manner designated by the Board of
Directors.
Section 28. Tenure and Duties of Officers.
(a.) General. All officers shall hold office at the
pleasure of the Board of Directors and until their
successors shall have been duly elected and qualified,
unless sooner removed. Any officer elected or appointed by
the Board of Directors may be removed at any time by the
Board of Directors. If the office of any officer becomes
vacant for any reason, the vacancy may be filled by the
Board of Directors.
(b.) Duties of Chairman of the Board of Directors.
The Chairman of the Board of Directors, when present, shall
preside at all meetings of the stockholders and the Board
of Directors. The Chairman of the Board of Directors shall
perform other duties commonly incident to his office and
shall also perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time. If there is no President, then the Chairman of
the Board of Directors shall also serve as the Chief
Executive Officer of the corporation and shall have the
powers and duties prescribed in paragraph (c) of this
Section 28.
(c.) Duties of President. The President shall preside
at all meetings of the stockholders and at all meetings of
the Board of Directors, unless the Chairman of the Board of
Directors has been appointed and is present. Unless some
other officer has been elected Chief Executive Officer of
the corporation, the President shall be the chief executive
officer of the corporation and shall, subject to the
control of the Board of Directors, have general
supervision, direction and control of the business and
officers of the corporation. The President shall perform
other duties commonly incident to his office and shall also
perform such other duties and have such other powers as the
Board of Directors shall designate from time to time.
(d.) Duties of Vice Presidents. The Vice Presidents
may assume and perform the duties of the President in the
absence or disability of the President or whenever the
office of President is vacant. The Vice Presidents shall
perform other duties commonly incident to their office and
shall also perform such other duties and have such other
powers as the Board of Directors or the President shall
designate from time to time.
(e.) Duties of Secretary. The Secretary shall attend
all meetings of the stockholders and of the Board of
Directors and shall record all acts and proceedings thereof
in the minute book of the corporation. The Secretary shall
give notice in conformity with these Bylaws of all meetings
of the stockholders and of all meetings of the Board of
Directors and any committee thereof requiring notice. The
Secretary shall perform all other duties given him in these
Bylaws and other duties commonly incident to his office and
shall also perform such other duties and have such other
powers as the Board of Directors shall designate from time
to time. The President may direct any Assistant Secretary
to assume and perform the duties of the Secretary in the
absence or disability of the Secretary, and each Assistant
Secretary shall perform other duties commonly incident to
his office and shall also perform such other duties and
have such other powers as the Board of Directors or the
President shall designate from time to time.
(f.) Duties of Chief Financial Officer. The Chief
Financial Officer shall keep or cause to be kept the books
of account of the corporation in a thorough and proper
manner and shall render statements of the financial affairs
of the corporation in such form and as often as required by
the Board of Directors or the President. The Chief
Financial Officer, subject to the order of the Board of
Directors, shall have the custody of all funds and
securities of the corporation. The Chief Financial Officer
shall perform other duties commonly incident to his office
and shall also perform such other duties and have such
other powers as the Board of Directors or the President
shall designate from time to time. The President may
direct the Treasurer or any Assistant Treasurer, or the
Controller or any Assistant Controller to assume and
perform the duties of the Chief Financial Officer in the
absence or disability of the Chief Financial Officer, and
each Treasurer and Assistant Treasurer and each Controller
and Assistant Controller shall perform other duties
commonly incident to his office and shall also perform such
other duties and have such other powers as the Board of
Directors or the President shall designate from time to
time.
Section 29. Delegation of Authority. The Board
of Directors may from time to time delegate the powers or
duties of any officer to any other officer or agent,
notwithstanding any provision hereof.
Section 30. Resignations. Any officer may resign
at any time by giving written notice to the Board of
Directors or to the President or to the Secretary. Any
such resignation shall be effective when received by the
person or persons to whom such notice is given, unless a
later time is specified therein, in which event the
resignation shall become effective at such later time.
Unless otherwise specified in such notice, the acceptance
of any such resignation shall not be necessary to make it
effective. Any resignation shall be without prejudice to
the rights, if any, of the corporation under any contract
with the resigning officer.
Section 31. Removal. Any officer may be removed
from office at any time, either with or without cause, by
the affirmative vote of a majority of the directors in
office at the time, or by the unanimous written consent of
the directors in office at the time, or by any committee or
superior officers upon whom such power of removal may have
been conferred by the Board of Directors.
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
Section 32. Execution of Corporate Instrument.
The Board of Directors may, in its discretion, determine
the method and designate the signatory officer or officers,
or other person or persons, to execute on behalf of the
corporation any corporate instrument or document, or to
sign on behalf of the corporation the corporate name
without limitation, or to enter into contracts on behalf of
the corporation, except where otherwise provided by law or
these Bylaws, and such execution or signature shall be
binding upon the corporation.
Unless otherwise specifically determined by the Board
of Directors or otherwise required by law, promissory
notes, deeds of trust, mortgages and other evidences of
indebtedness of the corporation, and other corporate
instruments or documents requiring the corporate seal, and
certificates of shares of stock owned by the corporation,
shall be executed, signed or endorsed by the Chairman of
the Board of Directors, or the President or any Vice
President, and by the Secretary or Treasurer or any
Assistant Secretary or Assistant Treasurer. All other
instruments and documents requiting the corporate
signature, but not requiring the corporate seal, may be
executed as aforesaid or in such other manner as may be
directed by the Board of Directors.
All checks and drafts drawn on banks or other
depositaries on funds to the credit of the corporation or
in special accounts of the corporation shall be signed by
such person .or persons as the Board of Directors shall
authorize so to do.
Unless authorized or ratified by the Board of
Directors or within the agency power of an officer, no
officer, agent or employee shall have any power or
authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable
for any purpose or for any amount.
Section 33. Voting of Securities Owned by the
Corporation. All stock and other securities of other
corporations owned or held by the corporation for itself,
or for other parties in any capacity, shall be voted, and
all proxies with respect thereto shall be executed, by the
person authorized so to do by resolution of the Board of
Directors, or, in the absence of such authorization, by the
Chairman of the Board of Directors, the Chief Executive
Officer, the President, or any Vice President.
ARTICLE VII
SHARES OF STOCK
Section 34. Form and Execution of Certificates.
Certificates for the shares of stock of the corporation
shall be in such form as is consistent with the Articles of
Incorporation and applicable law. Every holder of stock in
the corporation shall be entitled to have a certificate
signed by or in the name of the corporation by the Chairman
of the Board of Directors, or the President or any Vice
President and by the Treasurer or Assistant Treasurer or
the Secretary or Assistant Secretary, certifying the number
of shares owned by him in the corporation. Any or all of
the signatures on the certificate may be facsimiles. In
case any officer, transfer agent, or registrar who has
signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent, or registrar before such certificate is issued, it
may be issued with the same effect as if he were such
officer, transfer agent, or registrar at the date of issue.
Each certificate shall state upon the face or back thereof,
in full or in summary, all of the powers, designations,
preferences, and rights, and the limitations or
restrictions of the shares authorized to be issued or
shall, except as otherwise required by law, set forth on
the face or back a statement that the corporation will
furnish without charge to each stockholder who so requests
the powers, designations, preferences and relative,
participating, optional, or other special rights of each
class of stock or series thereof and the qualifications,
limitations or restrictions of such preferences and/or
rights. Within a reasonable time after the issuance or
transfer of uncertificated stock, the corporation shall
send to the registered owner thereof a written notice
containing the information required to be set forth or
stated on certificates pursuant to this section or
otherwise required by law or with respect to this section a
statement that the corporation will furnish without charge
to each stockholder who so requests the powers,
designations, preferences and
relative participating, optional or other special rights of
each class of stock or series thereof and the
qualifications, limitations or restrictions of such
preferences and/or rights. Except as otherwise expressly
provided by law, the rights and obligations of the holders
of certificates representing stock of the same class and
series shall be identical.
Section 35. Lost Certificates. A new certificate
or certificates shall be issued in place of any certificate
or certificates theretofore issued by the corporation
alleged to have been lost, stolen, or destroyed, upon the
making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen, or destroyed.
The corporation may require, as a condition precedent to
the issuance of a new certificate or certificates, the
owner of such lost, stolen, or destroyed certificate or
certificates, or his legal representative, to advertise the
same in such manner as it shall require or to give the
corporation a surety bond in such form and amount as it may
direct as indemnity against any claim that may be made
against the corporation with respect to the certificate
alleged to have been lost, stolen, or destroyed.
Section 36. Transfers.
(a.) Transfers of record of shares of stock of the corporation
shall be made only upon its books by the holders thereof, in
person or
by attorney duly authorized, and upon the surrender of a
properly
endorsed certificate or certificates for a like number of
shares.
(b.) The corporation shall have power to enter into
and perform any agreement with any number of stockholders
of any one or more classes of stock of the corporation to
restrict the transfer of shares of stock of the corporation
of any one or more classes owned by such stockholders in
any manner not prohibited by the General Corporation Law of
Nevada.
Section 37. Fixing Record Dates.
(a.) In order that the corporation may determine the
stockholders entitled to notice of or to vote at any
meeting of stockholders or any adjournment thereof, the
Board of Directors may fix, in advance, a record date,
which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board
of Directors, and which record date shall not be more than
sixty (60) nor less than ten (10) days before the date of
such meeting. If no record date is fixed by the Board of
Directors, the record date for determining stockholders
entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day
next preceding the day on which notice is given, or if
notice is waived, at the close of business on the day next
preceding the day on which the meeting is held. A
determination of stockholders of record entitled to notice
of or to vote at a meeting of stockholders shall apply to
any adjournment of the meeting; provided, however, that the
Board of Directors may fix a new record date for the
adjourned meeting.
(b.) In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights or the
stockholders entitled to exercise any rights in respect of
any change, conversion or exchange of stock, or for the
purpose of any other lawful action, the Board of Directors
may fix, in advance, a record date, which record date shall
not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not
more than sixty (60) days prior to such action. If no
record date is filed, the record date for determining
stockholders for any such purpose shall be at the close of
business on the day on which the Board of Directors adopts
the resolution relating thereto.
Section 38. Registered Stockholders. The corporation
shall be entitled to recognize the exclusive right of a
person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and shall not
be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other
person whether or not it shall have express or other notice
thereof, except as otherwise provided by the laws of
Nevada.
ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION
Section 39. Execution of Other Securities. All
bonds, debentures and other corporate securities of the
corporation, other than stock certificates (covered in
Section
34), may be signed by the Chairman of the Board of
Directors, the President or any Vice President, or such
other person as may be authorized by the Board of
Directors, and the corporate seal impressed thereon or a
facsimile of such seal imprinted thereon and attested by
the signature of the Secretary or an Assistant Secretary,
or the Chief Financial Officer or Treasurer or an Assistant
Treasurer; provided, however, that where any such bond,
debenture or other corporate security shall be
authenticated by the manual signature, or where permissible
facsimile signature, of a trustee under an indenture
pursuant to which such bond, debenture or other corporate
security shall be issued, the signatures of the persons
signing and attesting the corporate seal on such bond,
debenture or other corporate security may be the imprinted
facsimile of the signatures of such persons. Interest
coupons appertaining to any such bond, debenture or other
corporate security, authenticated by a trustee as
aforesaid, shall be signed by the Treasurer or an Assistant
Treasurer of the corporation or such other person as may be
authorized by the Board of Directors, or bear imprinted
thereon the facsimile signature of such person. In case
any officer who shall have signed or attested any bond,
debenture or other corporate security, or whose facsimile
signature shall appear thereon or on any such interest
coupon, shall have ceased to be such officer before the
bond, debenture or other corporate security so signed or
attested shall have been delivered, such bond, debenture or
other corporate security nevertheless may be adopted by the
corporation and issued and delivered as though the person
who signed the same or whose facsimile signature shall have
been used thereon had not ceased to be such officer of the
corporation.
ARTICLE IX
DIVIDENDS
Section 40. Declaration of Dividends. Dividends
upon the capital stock of the corporation, subject to the
provisions of the Articles of Incorporation, if any, may be
declared by the Board of Directors pursuant to law at any
regular or special meeting. Dividends may be paid in cash,
in property, or in shares of the capital stock, subject to
the provisions of the Articles of Incorporation.
Section 41. Dividend Reserve. Before payment of any
dividend, there may be set aside out of any funds of the
corporation available for dividends such sum or sums as the
Board of Directors from time to time, in their absolute
discretion, think proper as a reserve or reserves to meet
contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation,
or for such other purpose as the Board of Directors shall
think conducive to the interests of the corporation, and
the Board of Directors may modify or abolish any such
reserve in the manner in which it was created.
ARTICLE X
FISCAL YEAR
Section 42. Fiscal Year. The fiscal year of the
corporation shall be fixed by resolution of the Board of
Directors.
ARTICLE XI
INDEMNIFICATION
Section 43. Indemnification of Directors, Executive
Officers, Other Officers, Employees and Other Agents.
(a.) Directors Officers. The corporation shall
indemnify its directors and officers to the fullest extent
not prohibited by the Nevada General Corporation Law;
provided, however, that the corporation may modify the
extent of such indemnification by individual contracts with
its directors and officers; and, provided, further, that
the corporation shall not be required to indemnify any
director or officer in connection with any proceeding (or
part thereof) initiated by such person unless (i) such
indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board of
Directors of the corporation, (iii) such indemnification is
provided by the corporation, in its sole discretion,
pursuant to the powers vested in the corporation under the
Nevada General Corporation Law or (iv) such indemnification
is required to be made under subsection (d).
(b.) Employees and Other Agents. The corporation
shall have power to indemnify its employees and other
agents as set forth in the Nevada General Corporation Law.
(c.) Expense. The corporation shall advance to any
person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a
director or officer, of the corporation, or is or was
serving at the request of the corporation as a director or
executive officer of another corporation, partnership,
joint venture, trust or other enterprise, prior to the
final disposition of the proceeding, promptly following
request therefor, all expenses incurred by any director or
officer in connection with such proceeding upon receipt of
an undertaking by or on behalf of such person to repay said
mounts if it should be determined ultimately that such
person is not entitled to be indemnified under this Bylaw
or otherwise.
Notwithstanding the foregoing, unless otherwise
determined pursuant to paragraph (e) of this Bylaw, no
advance shall be made by the corporation to an officer of
the corporation (except by reason of the fact that such
officer is or was a director of the corporation in which
event this paragraph shall not apply) in any action, suit
or proceeding, whether civil, criminal, administrative or
investigative, if a determination is reasonably and
promptly made (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not
parties to the proceeding, or (ii) if such quorum is not
obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is
made demonstrate clearly and convincingly that such person
acted in bad faith or in a manner that such person did not
believe to be in or not opposed to the best interests of
the corporation.
(d.) Enforcement. Without the necessity of entering
into an express contract, all rights to indemnification and
advances to directors and officers under this Bylaw shall
be deemed to be contractual rights and be effective to the
same extent and as if provided for in a contract between
the corporation and the director or officer. Any right to
indemnification or advances granted by this Bylaw to a
director or officer shall be enforceable by or on behalf of
the person holding such right in any court of competent
jurisdiction if (i) the claim for indemnification or
advances is denied, in whole or in part, or (ii) no
disposition of such claim is made within ninety (90) days
of request therefor. The claimant in such enforcement
action, if successful in whole or in part, shall be
entitled to be paid also the expense of prosecuting his
claim. In connection with any claim for indemnification,
the corporation shall be entitled to raise as a defense to
any such action that the claimant has not met the standard
of conduct that make it permissible under the Nevada
General Corporation Law for the corporation to indemnify
the claimant for the amount claimed. In connection with
any claim by an officer of the corporation (except in any
action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that
such officer is or was a director of the corporation) for
advances, the corporation shall be entitled to raise a
defense as to any such action clear and convincing evidence
that such person acted in bad faith or in a manner that
such person did not believe to be in or not opposed in the
best interests of the corporation, or with respect to any
criminal action or proceeding that such person acted
without reasonable cause to believe that his conduct was
lawful. Neither the failure of the corporation (including
its Board of Directors, independent legal counsel or its
stockholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is proper in the circumstances because he has met
the applicable standard of conduct set forth in the Nevada
General Corporation Law, nor an actual determination by the
corporation (including its Board of Directors, independent
legal counsel or its stockholders) that the claimant has
not met such applicable standard of conduct, shall be a
defense to the action or create a presumption that claimant
has not met the applicable standard of conduct. In any
suit brought by a director or officer to enforce a right to
indemnification or to an advancement of expenses hereunder,
the burden of proving that the director or officer is not
entitled to be indemnified, or to such advancement of
expenses, under this Article XI or otherwise shall be on
the corporation.
(e.) Non-Exclusivity of Rights. The rights conferred
on any person by this Bylaw shall not be exclusive of any
other right which such person may have or hereafter acquire
under any statute, provision of the Articles of
Incorporation, Bylaws, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in
his official capacity and as to action in another capacity
while holding office. The corporation is specifically
authorized to enter into individual contracts with any or
all of its directors, officers, employees or agents
respecting indemnification and advances, to the fullest
extent not prohibited by the Nevada General Corporation
Law.
(f.) Survival of Rights. The rights conferred on any
person by this Bylaw shall continue as to a person who has
ceased to be a director, officer, employee or other agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
(g.) Insurance. To the fullest extent permitted by
the Nevada General Corporation Law, the corporation, upon
approval by the Board of Directors, may purchase insurance
on behalf of any person required or permitted to be
indemnified pursuant to this Bylaw.
(h.) Amendments. Any repeal or modification of this
Bylaw shall only be prospective and shall not affect the
rights under this Bylaw in effect at the time of the
alleged occurrence of any action or omission to act that is
the cause of any proceeding against any agent of the
corporation.
(i.) Saving Clause. If this Bylaw or any portion
hereof shall be invalidated on any ground by any court of
competent jurisdiction, then the corporation shall
nevertheless indemnify each director and officer to the
full extent not prohibited by any applicable portion of
this Bylaw that shall not have been invalidated, or by any
other applicable law.
(j.) Certain Definitions. For the purposes of this
Bylaw, the following definitions shall apply:
(i.) The term "proceeding" shall be broadly construed
and shall include, without limitation, the
investigation, preparation, prosecution, defense,
settlement, arbitration and appeal of, and the giving
of testimony in, any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative.
(ii.) The term "expenses" shall be broadly
construed and shall include, without limitation, court
costs, attorneys' fees, witness fees, fines, amounts
paid in settlement or judgment and any other costs and
expenses of any nature or kind incurred in connection
with any proceeding.
(iii.) The term the "corporation" shall include, in
addition to the resulting corporation, any constituent
corporation (including any constituent of a
constituent) absorbed in a consolidation or merger
which, if its separate existence had continued, would
have had power and authority to indemnify its
directors, officers, and employees or agents, so that
any person who is or was a director, officer, employee
or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation
as a director, officer, employee or agent or another
corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position
under the provisions of this Bylaw with respect to the
resulting or surviving corporation as he would have
with respect to such constituent corporation if its
separate existence had continued.
(iv.) References to a "director," "executive
officer," "officer," "employee," or "agent" of the
corporation shall include, without limitation,
situations where such person is serving at the request
of the corporation as, respectively, a director,
executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture,
trust or other enterprise.
(v.) References to "other enterprises" shall include
employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with
respect to an employee benefit plan; and references to
"serving at the request of the corporation" shall
include any service as a director, officer, employee
or agent of the corporation which imposes duties on,
or involves services by, such director, officer,
employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person
who acted in good faith and in a manner he reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be
deemed to have acted in a manner "not opposed to the
best interests of the corporation" as referred to in
this Bylaw.
ARTICLE XII
NOTICES
Section 44. Notices.
(a.) Notice to Stockholders. Whenever, under any
provisions of these Bylaws, notice is required to be given
to any stockholder, it shall be given in writing, timely
and duly deposited in the United States mail, postage
prepaid, and addressed to his last known post office
address as shown by the stock record of the corporation or
its transfer agent.
(b.) Notice to directors. Any notice required to be
given to any director may be given by the method stated in
subsection (a), or by facsimile, telex or telegram, except
that such notice other than one which is delivered
personally shall be sent to such address as such director
shall have filed in writing with the Secretary, or, in the
absence of such filing, to the last known post office
address of such director.
(c.) Affidavit of Mailing. An affidavit of mailing,
executed by a duly authorized and competent employee of the
corporation or its transfer agent appointed with respect to
the class of stock affected, specifying the name and
address or the names and addresses of the stockholder or
stockholders, or director or directors, to whom any such
notice or notices was or were given, and the time and
method of giving the same, shall in the absence of fraud,
be prima facie evidence of the facts therein contained.
(d.) Time Notices Deemed Given. All notices given by
mail, as above provided, shall be deemed to have been given
as at the time of mailing, and all notices given by
facsimile, telex or telegram shall be deemed to have been
given as of the sending time recorded at time of
transmission.
(e.) Methods of Notice. It shall not be necessary
that the same method of giving notice be employed in
respect of all directors, but one permissible method may be
employed in respect of any one or more, and any other
permissible method or methods may be employed in respect of
any other or others.
(f.) Failure to Receive Notice. The period or
limitation of time within which any stockholder may
exercise any option or right, or enjoy any privilege or
benefit, or be required to act, or within which any
director may exercise any power or right, or enjoy any
privilege, pursuant to any notice sent him ill the manner
above provided, shall not be affected or extended in any
manner by the failure of such stockholder or such director
to receive such notice.
(g.) Notice to Person with Whom Communication Is
Unlawful. Whenever notice is required to be given, under
any provision of law or of the Articles of Incorporation or
Bylaws of the corporation, to any person with whom
communication is unlawful, the giving of such notice to
such person shall not be require and there shall be no duty
to apply to any governmental authority or agency for a
license or permit to give such notice to such person. Any
action or meeting which shall be taken or held without
notice to any such person with whom communication is
unlawful shall have the same force and effect as if such
notice had been duly given. In the event that the action
taken by the corporation is such as to require the filing
of a certificate under any provision of the Nevada General
Corporation Law, the certificate shall state, if such is
the fact and if notice is required, that notice was given
to all persons entitled to receive notice except such
persons with whom communication is unlawful.
(h.) Notice to Person with Undeliverable Address.
Whenever notice is required to be given, under any
provision of law or the Articles of Incorporation or Bylaws
of the corporation, to any stockholder to whom (i) notice
of two consecutive annual meetings, and all notices of
meetings or of the taking of action by written consent
without a meeting to such person during the period between
such two consecutive annual meetings, or (ii) all, and at
least two, payments (if sent by first class mail) of
dividends or interest on securities during a twelve-month
period, have been mailed addressed to such person at his
address as shown on the records of the corporation and have
been returned undeliverable, the giving of such notice to
such person shall not be required. Any action or meeting
which shall be taken or held without notice to such person
shall have the same force and effect as if such notice had
been duly given. If any such person shall deliver to the
corporation a written notice setting forth his then current
address, the requirement that notice be given to such
person shall be reinstated. In the event that the action
taken by the corporation is such as to require the filing
of a certificate under any provision of the Nevada General
Corporation Law, the certificate need not state that notice
was not given to persons to whom notice was not required to
be given pursuant to this paragraph.
ARTICLE XII
AMENDMENTS
Section 45. Amendments.
The Board of Directors shall have the power to adopt,
amend, or repeal Bylaws as set forth in the Articles of
Incorporation.
ARTICLE XIV
LOANS TO OFFICERS
Section 46. Loans to Officers. The corporation
may lend money to, or guarantee any obligation of, or
otherwise assist any officer or other employee of the
corporation or of its subsidiaries, including any officer
or employee who is a Director of the corporation or its
subsidiaries, whenever, in the judgment of the Board of
Directors, such loan, guarantee or assistance may
reasonably be expected to benefit the corporation. The
loan, guarantee or other assistance may be with or without
interest and may be unsecured, or secured in such manner as
the Board of Directors shall approve, including, without
limitation, a pledge of shares of stock of the corporation.
Nothing in these Bylaws shall be deemed to deny, limit or
restrict the powers of guaranty or warranty of the
corporation at common law or under any statute.
Declared as the Revised By-laws of PSM Corp., as of the 6th
day of May, 1999.
Signature of Officer: /s/ Daniel L. Hodges
President and Director