UNITED STATES
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 (g) of the Securities Exchange Act of 1934
MIRADOR DIVERSIFIED SERVICES, INC.
----------------------------------------------------
(Exact Name of Small Business Issuer in its charter)
NEVADA 88-0431561
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
675 Lynnhaven Parkway, 2nd Floor, Virginia Beach, VA 23452
- ---------------------------------------------------- -------------
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (757) 463-3303
Former Name: TCT Financial Group B, Inc.
Securities to be registered under Section 12(b) of the Act:
25,000,000 Common shares OTC Bulletin Board
------------------------ ------------------------------
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Securities to be registered under Section 12(g) of the Act:
25,000,000 Common shares OTC Bulletin Board
------------------------ ------------------------------
Title of each class Name of each exchange on which
to be so registered each class is to be registered
TABLE OF CONTENTS
PART I
Item 1. Description of Business...............................................1
Item 2. Management's Discussion and Analysis or Plan of Operation.............2
Item 3. Description of Property...............................................3
Item 4. Security Ownership of Certain Beneficial Owners and Management........3
Item 5. Directors, Executive Officers, Promoters and Control Persons..........4
Item 6. Executive Compensation................................................6
Item 7. Certain Relationships and Related Transactions........................6
Item 8. Description of Securities.............................................6
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
Other Shareholder Matters.............................................7
Item 2. Legal Proceedings.....................................................7
Item 3. Changes In and Disagreements With Accountants.........................7
Item 4. Recent Sales of Unregistered Securities...............................7
Item 5. Indemnification of Directors and Officers.............................7
Financial Statements..................................................8
PART III
Item 1. Index to Exhibits....................................................12
Item 2. Description of Exhibits..............................................12
3(i) Articles of Incorporation
3(ii) Bylaws
PART 1
Item 1. Description of Business.
The Company was formed as a Nevada Corporation on June 11, 1999 to seek
a suitable ongoing business for acquisition. TCT acquired Mirador, subsequently
changing it's name to Mirador Diversified Services, Inc.
MIRADOR'S principal service integrates a user-friendly, Internet-based
interface with a sophisticated data-warehousing system to deliver automated
solutions for the financial services market typically involving hundreds or, in
some cases, thousands of properties and activities worldwide. By automating the
users search process, and also providing user-friendly Internet access to a
sophisticated data warehousing system, MIRADOR can provide dramatic cost savings
to users, typically 25% or more compared to costs for manual processes. The
Internet-based, electronic commerce and operational platforms developed to
support MIRADOR can be used to address similar needs in other vertical markets.
Since closing the TCT Financial Group B/MIRADOR transaction on March
15, 2000, the Company has provided new funding and achieved more than 5% percent
growth of its corporate loan closings. The growth of loan clients attests to the
Company's increasing market visibility and acceptance within the global mortgage
banking community. The Company's Internet-based, e-commerce services are now
being used by more than 35,000 hits per month producing an average of 700
mortgage loan applications per month. Additionally individual users of our
mortgage loan service by home builders and real estate agencies are on the rise
due to the expanded product line and the inclusion of E-commerce delivery
methods. While there are no assurances such growth can be sustained or the
Company will have sufficient funding to meet future needs, management believes
the Company's growth and performance to date is consistent with the Company's
objective of attaining a leadership position in the market for Internet-based,
mortgage loan applications and expanding into other e-commerce services.
The integration of operations was consistent with the Company's planned
strategy of refocusing its business objectives to pursue new e-commerce and
Internet-based business opportunities to create significant shareholder value.
The Company's principal executive offices are located at 675 Lynnhaven
Parkway 2nd Floor, Virginia Beach Virginia, 23452 and its telephone number is
(757) 463-3303.
Since inception, the Company has primarily pursued opportunities in the
conventional financial services market. Recognizing the explosive growth of the
Internet, and the long-term prospects for integrating Internet-based services
with conventional delivery methods, in late 1999 the Company established a new
business objective to pursue new opportunities on the Internet To User,
electronic commerce markets in conjunction with its consumer-based operations.
In 1998, the consumer segment of electronic commerce consumer retailing revenues
totaled $7.8 billion, with business-to-business e-commerce service revenues
estimated at $43 billion, according to a recent study by Forrester Research, a
leading information industry-consulting firm. By the year 2003, I2U e-commerce
is expected to increase to $1.3 trillion, representing about 9% of all projected
US trade in the year 2003. The recently closed acquisition of MIRADOR; the
Company's initial step in entering the market for e-commerce, Internet-based
electronic commerce services which management believes is the optimum strategy
to deliver substantial value to the Company's shareholders.
1
Another key element in the Company's new growth strategy is to focus on
next generation, "pro-active" electronic commerce solutions which employ
e-commerce solutions to address labor-intensive processes, rather than to solely
displace paper-based solutions. Management believes such pro-active e-commerce
solutions, which go well beyond today's basic electronic cataloging, web portals
and web-based ordering services, will change users' business processes, create
significant operating efficiencies and dramatically reduce users' costs. More
importantly, management believes such pro-active e-commerce services will play a
key role in the future market for I2U e-commerce services described above.
MIRADOR represents a pro-active e-commerce service, which in management's view,
is ideally positioned to meet the needs of the financial services market.
Mirador's expanding corporate user base demonstrates strong, growing market
acceptance for the Company's e-commerce services. Since acquiring the new United
Mortgagee subsidiary, the total base of users has increased to more than 700
clients per month as of May 2, 2000, further attesting to the growing acceptance
of the Company's service.
The Company is expanding its management team and plans to secure new
financing to support both expansion of the MIRADOR revenue base, as well as
development of new enhancements and related Internet-based services targeting
the middle-income consumers. See "Recent Events - Management Additions."
PRODUCTS AND CUSTOMERS
MIRADOR is the Company's current flagship service provider and is the
first of a family of new Internet-based e-commerce services developed to meet
the needs of the Company's customers and strategic partners. MIRADOR offers an
Internet-based system that automates the process for providing consumers a
financial check up. MIRADOR integrates a user-friendly Internet interface,
sophisticated data-warehousing system and a powerful relational database system
to deliver automated solutions for the referral process to assist its sales
staff in crosses selling its services. MIRADOR is a retail provider of proven
financial products via electronic commerce solutions that automate user
application processes, dramatically reduces costs, eliminates paper-based
communications, improves operations and enhances management control of labor and
capital.
The Company offers or expects to soon offer e-commerce solutions to its
sales staff including:
- On-site credit approval
- Financial Needs Analysis
- Data Management and Mining Companies
- Real Estate-Agencies.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following describes certain factors which produced changes in the
results of operations of The Mirador Diversified Services, Inc. (the "Company")
during the three months ended March 31, 2000 and as compared with the three and
ended December 31, 1999 as indicated in the Company's Consolidated Financial
Statements. The following should be read in conjunction with the Consolidated
Financial Statements and related notes. Historical results of operations are not
necessarily indicative of results for any future period. All material
inter-company transactions have been eliminated in the results presented in this
Quarterly Report.
2
Certain matters discussed in this filing constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and involve risks and uncertainties. These
forward-looking statements relate to, among other things, expectations of the
business environment in which the Company operates, projections of future
performance, perceived opportunities in the market and statements regarding the
Company's mission and vision. The Company's actual results, performance or
achievements may differ significantly from the results, performance, or
achievements expressed or implied in these forward-looking statements. See "--
Forward-Looking Statements."
There are approximately 200 total employees in the consolidated Mirador
operations, including companies under contract, but not yet closed.
The issuer will send annual reports to security holders and such
reports will contain audited financial statements.
The company filed a form 8-k on May 15, 2000 10QRS on May 23, 2000.
These filings include full financial reports and further information and forward
looking information.
Item 3. Description of Property.
Mirador Diversified Services, Inc. owns no real property as of the
above date.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
(a) Security ownership of certain beneficial owners.
Name and Amount and
Address of Nature of Percent
Title of class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
Common Stock John Edward Jones 5,000,000 Shares 20.0%
675 Lynnhaven Parkway
2nd Floor
Virginia Beach, VA 23452
President
Common Stock Linda Raynell 5,000,000 Shares 20.0%
675 Lynnhaven Parkway
2nd Floor
Virginia Beach, VA 23452
Secretary, Vice President
(b) Security ownership of management.
Name and Amount and
Address of Nature of Percent
Title of class Beneficial Owner Beneficial Ownership of Class
- -------------- ---------------- -------------------- --------
Common Stock John Edward Jones 5,000,000 Shares 20.0%
675 Lynnhaven Parkway
2nd Floor
Virginia Beach, VA 23452
President
Common Stock Linda Raynell 5,000,000 Shares 20.0%
675 Lynnhaven Parkway
2nd Floor
Virginia Beach, VA 23452
Secretary, Vice President
3
(c) Changes in control.
No such arrangements are known to the registrant.
Item 5. Directors, Executive Officers, Promoters and Control Persons.
The name, age, office, and principal occupation of the executive
officers and directors the Company and certain information relating to their
business experiences are set forth below:
JOHN JONES, CEO/PRESIDENT, AGE: 50
Mr. Jones has more than twenty-seven years success as manager,
administrator with several of the country's premiere fortune 500 companies as
well as President and owner of several acquisitions including Mirador
Diversified Services, Inc. As a licensed insurance agent of Jones Financial
Services, Mr. Jones became a Regional Account Manager. For more than five years
Mr. Jones coordinated implementation and servicing of new and existing accounts,
introduced new products as well as product updates; he trained over 250 agents
to utilize computer generated financial needs analysis and all fields of sales
and marketing of Life, Health, Disability, HMO, Home and Auto Insurance
Products. Through the computer generated financial needs analysis, he developed
a system to generate mortgage sales using creative refinancing strategies
involving debt consolidation.
ELROY "GENE" GRAVELY, CHAIRMAN, AGE: 55
Co-Founder of California Finance Express, with 27 years mortgage and
marketing experience. Former Western Vice President for Empire of America retail
division. Second Vice President of Gill Mortgage Los Angeles Division.
Responsible for development and implementation of marketing and origination
strategies in specialized areas as FHA/VA Fannie Mae and HUD.
Located: Virginia Beach, VA
LINDA RAYNELL, CORPORATE SECRETARY AND VICE PRESIDENT, AGE: 51
With over twenty years managing corporate recruitment with a major
fortune 500 company Ms. Raynell has placed top corporate executives throughout
the world. Ms. Raynell's experience includes extensive interface with foreign
consulates involving visas, immigration and relocation of management and their
families. As manager of over 500 employees Ms. Raynell implemented and obtained
the corporation's ISO 9002 Quality Program for the employment services division.
Her knowledge of corporate building and mass recruiting service infrastructure
brings together MDSI's executive management team.
Located: Virginia Beach, VA
GARY DAUGHTREY, VICE PRESIDENT, AGE: 50
With more than 20 years financial services experience, co-founder has
enjoyed double digit growth since inception of the company. Vice President comes
with extensive experience as a Savings and Loan Workout specialist through
locating and working investors from offshore to hard moneylenders. Rocky
Mountain division is projecting more than $100,000,000 in gross mortgage loan
production over the next twelve months.
Located: Denver, CO
4
CHARLES JAMES, OUTSIDE DIRECTOR, AGE: 60
Over 30 years of experience in sales, sales management and
ADMINISTRATION of life and health insurance products. Major strengths in problem
solving, communication, motivation, organization, operations, recruiting, and
training.
Professional employment history:
Direct sales and marketing activities. Supervise a sales force of over
500 employees. Develop marketing plans, sales strategies, and campaigns to
achieve premium income and profit objectives. Manage an annual operating budget
of over $2 million. Recruit, select, and provide management development manpower
development, review procedures, and product development.
Successfully managed company marketing and sales forces through
conversion from debit sales force to ordinary sales force Established a company
record for now sales. Improved productivity reduced stiff and sales expenses.
Located: Los Angeles, CA
DAVID ALEXANDER, VICE PRESIDENT AGE: 33
Summary of Experience, as co-founder of Mirador Diversified Services,
Inc. and Principle Engineer, Mr. Alexander brings to the organization 15 years
of experience in the high tech industry in the development and testing of
communications technology. He is currently involved with a leading developer and
supplier of LIGHT PULSE FIBRE CHANNEL TECHNOLOGY, an ANSI standard
communications interface that delivers unprecedented bandwith, connectivity and
reliability to both I/O and networking applications offering full duplex fiber
channel 1,065 Gb/s transfers with full support for FC services Class 2, 3 and
intermixed, while extending connectivity distances up to 10 kilometers. His
broad knowledge of networking capabilities will bring Mirador to the high
performance levels to communicate and eliminate the bottlenecks that degrade
performance.
Located: Mission Viejo, CA
T.L. BYRD, OUTSIDE DIRECTOR AGE: 39
Summary of Experience, eighteen years of in-depth, diverse experience
and proven ability in the management of services activities in the financial
industry. Fourteen years experience at the management level. Effective in
liaison with secondary marketing, underwriters, legal counsel, consultants,
realtors, board members, investors and government agencies.
Multi-disciplined background in the financial industry with direct
experience in personnel administration, training and organizational goal
setting. Education includes management and accounting training at the American
Institute of Banking, and Jones Real Estate College Law Practice.
Located: Denver, CO
5
KENT D. STUCKI, COO AGE: 38
As Executive Account Manager at NCR/ATT, Mr. Stucki increased sales
300% through client development strategic planning. His operations expertise is
valuable in both recruitment, cost assessment and quality control efficiency. As
former owner and president of American Capital Mortgage Group, LLC.
The Term of the directors and officers is until the next annual meeting
or until their successors are elected.
Item 6. Executive Compensation.
Salaries & Employment Contracts
John Edward Jones, President $185,000
Linda Raynell, Vice President/Secretary $85,000
Members of the Board of Directors may receive compensation for their
services.
Item 7. Certain Relationships and Related Transactions
None
Item 8. Description or Securities
Description of Capital Stock
The authorized capital stock of Mirador Diversified Services consists
of Fifty Million shares of Common Stock, par value, one tenth of a mill, of
which Twenty Five Million shares are issued and outstanding. All of such shares
of Common Stock are duly authorized and validly issued and outstanding, fully
paid and non-assessable. There are no subscriptions, options, warrants, rights
or calls or other commitments or agreements to which Mirador Diversified
Services is a party or by which it is bound, calling for the issuance, transfer,
sale or other disposition of any class of securities of Mirador Diversified
Services. There are no outstanding securities of Mirador Diversified Services
convertible or exchangeable, actually or continently, into shares of Common
Stock or any other securities of Mirador Diversified Services.
Of the Shares authorized, all are Common Shares.
Holders of the common stock are entitled to one vote per share of
common stock held.
The Bylaws of the Company provides that the designation of powers,
preferences and rights, including voting rights.
6
PART II
Item 1. Market for Common Equity and Related Stockholder Matters
It is the Company's intention that OTC "Bulletin Board" public trading
for the issuers securities commence as soon as all regulatory approvals are
obtained.
Item 2. Legal Proceedings
The issuer is not party to or involved in any legal proceedings of any
material consequence to the company's operations, and is not aware of any
pending actions.
Item 3. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosures.
There have been no disagreements with Accountants on accounting and
financial disclosure.
Mirador's selected accounting firm - Rudolph, Palitz, LLC; Blue Bell,
PA, was the auditor of Mortgage Mart, Inc. from inception, one of the original
Mirador acquisitions. Mirador did not have an accounting firm prior to this, and
Rudolph Palitz is an SEC approved accounting firm, along with having specific
expertise in the area of mortgage banking and of the company's operations.
Item 4. Recent Sales Of Unregistered Securities
None
Item 5. Indemnification Of Directors and Officers
The Corporation has the power to indemnify any Director, officer,
employee or agent of the Corporation against expenses (including legal fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him, o the fullest extent now or hereafter permitted by law in connection
with any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, brought or threatened to be
brought against him by reason of his performance as a Director, Officer,
employee or agent of the Corporation, its parent or any of its subsidiaries, or
in any other capacity on behalf of the Corporation, its parent or any of its
subsidiaries.
FINANCIAL STATEMENTS
The following financial statements are as filed with the company's most
recent 8K and 10QSR, and are compiled from the individual audited statements of
the Mirador acquired companies on a pro forma basis.
7
Mirador Diversified Services, Inc. Prelim 1999 Proforma
Balance Sheet
As of December 31, 1999
December 31, 1999
-----------------
ASSETS
Current Assets
Other Current Assets
Current Assets 14,143,247
------------
Total Other Current Assets 14,143,247
------------
Total Current Assets 14,143,247
Fixed Assets
Fixed Assets 658,054
------------
Total Fixed Assets 658,054
Other Assets
Other Assets 105,626
------------
Total Other Assets 105,626
------------
TOTAL ASSETS 14,906,927
============
LIABILITIES & EQUITY
Liabilities
Current Liabilities
Other Current Liabilities
Current Liabilities 9,949,577
------------
Total Other Current Liabilities 9,949,577
------------
Total Current Liabilities 9,949,577
Long Term Liabilities
Long Term Liabilities 41,407
------------
Total Long Term Liabilities 41,407
------------
Total Liabilities 9,990,984
Equity
Opening Balance Equity 1,649,576
Net Income 3,266,367
------------
Total Equity 4,915,943
------------
TOTAL LIABILITIES & EQUITY 14,906,927
============
8
Mirador Diversified Services, Inc. Prelim Proforma
Profit and Loss
January through December 1999
Ordinary Income Expenses
Income
Gross 1999 Income
ACM Total Income 422,446
Allstate Total Income 1,150,748
AMM Total Income
Aaction Total Income 369,503
AMM Total Income-Other 626,307
----------
Total AMM Total Income 955,810
MAM Annualized Income 643,062
MLA Annualized Income 7,596,213
MRA Total Income 555,489
UM Total Income 1,044,183
UMI Total Income
UMI Banker Gain 1,640,975
UMI Total Income-Other 1,027,682
----------
Total UMI Income 2,668,657
----------
Total Gross 1999 Income 15,076,608
----------
Total Income 15,076,608
----------
Expense
1999 Operating Expenses
ACM Total Expenses
ACM Payroll Adjustment -75,000
ACM Total Expenses-Other 429,028
----------
Total ACM Total Expense 354,028
Allstate Total Operating Expense 1,172,507
AMM Total Operating Expense
Aaction Total Expense 354,801
AMM Total Operating Expense-Other 671,505
----------
Total AMM Operating Expense 1,026,306
MAM Annualized Expense
MAM Payroll Adjustment -75,000
MAM Annualized Expense-Other 611,926
----------
Total MAM Annualized Expense 536,926
MLA Annualized Operating Expense 6,571,204
MRA Total Operating Expense
MRA Payroll Adjustment -150,000
MRA Total Operating Expense-Other 524,022
----------
Total MRA Operating Expense 374,022
UM Total Operating Expense 911,067
UMI Total Operating Expense
UMI Colorado Efficiencies -135,000
UMI Payroll Adjustment -250,000
UMI Total Operating Expense-Other 1,248,181
----------
Total UMI Operating Expense 863,181
----------
Total 1999 Operating Expense 11,810,240
----------
Total Expense 11,810,240
----------
Net Ordinary Income 3,266,367
----------
Net Income 3,266,367
----------
9
MIRADOR DIVERSIFIED SERVICES, INC. 1999 PRELIMINARY PROFORMA
PROFIT AND LOSS
BALANCE SHEET
AS OF DECEMBER 31, 1999
NOTES:
1. All Balance Sheet and Income & Expense information is based on
PRELIMINARY information provided by the individual companies. This information
is compiled for management use only, and does not contain adjustments that would
normally be included in any presentation to readers not part of the respective
management groups. Adjustments for accruals, non-cash items, asset and/or
liability allocations, etc. are rarely included in this form of management
presentation, and the use of this information by non-management is highly
cautioned.
2. The source for the information presented is as follows:
ACM-American Capital Mortgage: full year Income/Expense Statement ending
12/31/99.
Balance Sheet as of 12/31/99
Allstate-Allstate Mortgage: full year Income/Expense Statement ending 12/31/99.
Balance Sheet as of 12/31/99
AMM-American Mortgage Mart: full year Income/Expesne Statement ending 12/31/99,
including revenue from Aaction Mortgage which was acquired December 1999.
Balance Sheet as of 12/31/99
MAM-Mid-America Mortgage: ANNUALIZED 12 month statement Balance Sheet and
Income/Expense based on 10 month statement from February 1 to November 30, 1999.
MLA-Mortgage Lending of America: ANNUALIZED 12 month statement Balance Sheet and
Income/Expense based on 9 months statement from January 1 to September 30, 1999.
MRA-Mortgage Resource Associates: full year Income/Expense Statement ending
12/31/99.
Balance Sheet as of 12/31/99
NATCAP-NATCAP Mortgage: Balance Sheet as of 10/31/98
Income/Expense NOT included since only the assets of this operation are
being acquired.
UM-University Mortgage: full year Income/Expense Statement ending 12/31/99.
Balance Sheet NOT included since the assets of this operation are not
being acquired.
UMI-United Mortgage: Balance Sheet ending December 31, 1999
Income/Expense Statement for June 1 to December 31, 1999 ANNUALIZED
Note: Income/Expense Statement contains extraordinary expenses related
to the prior management and subsequent write-off of non-performing
income and non-continuing expense items. Payroll expense has been
adjusted downwards by $250,000 but other items also require adjustment
and as such the actual accounting basis considerably exaggerates the
expenses while minimizing the income.
3. Expenses have been reduced for anticipated savings within the Colorado
operations, which we estimate rent to be reduced by $60,000 annually and
Administrative efficiencies to produce another $75,000 in expense reductions.
10
4. Payroll at American Capital Mortgage, Mid America Mortgage, and
Mortgage Resource Associates can be reduced by $75,000, $75,000, and $150,000,
respectively, to reflect conversion to prior management salaries to new salary
structure.
5. Income includes estimated net gain to UMI as a Mortgage Banker, to
include gains from Service Release and Yield Spread Premiums, and additional
fees charged to customer at closing which can be retained by UMI. We calculate
this revenue gain to be $1,640,975 to which we have added the $125,000 in saving
outlined in #3 and the $300,000 savings in #4. Note that Banker gain is based on
combined net revenues for all companies EXCEPT Mortgage Lending of America,
since they currently operate as a Mortgage Banker.
Printed April 7, 2000
11
PART III
Item 1. Index to Exhibits.
Item 2. Description of Exhibits.
3(i) Articles of Incorporation
3(ii) Bylaws
Exhibit 3(i) Articles of Incorporation
Articles Of Incorporation as amended on file with the Secretary of
State, State of Nevada Pursuant to NRS 78, Sep-20-1999 File # C14539-99
Exhibit 3(ii) Bylaws
BY-LAWS OF
TCT FINANCIAL GROUP B, INCORPORATED (Previous Name)
MIRADOR DIVERFSIFIED SERVICES, INC.
ARTICLE I - OFFICES
Section 1-l. Registered Office and Registered Agent.
The Corporation shall maintain a registered office and registered agent
within the State of Nevada, which may be changed by the Board of Directors from
time to time.
Section 1-2. Other Offices.
The Corporation may also have offices at such other places, within or
without the State of Nevada, as the Board of Directors may from time to time
determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
Section 2-l. Place of Stockholders' Meetings.
Meetings of stockholders may be held at such place, either within or
without the State of Nevada, as may be designated by the Board of Directors from
time to time. If no such place is designated by the Board of Directors, meetings
of the stockholders shall be held at the registered office of the Corporation in
the State of Nevada.
Section 2-2. Annual Meeting.
A meeting of the stockholders of the Corporation shall be held in each
calendar year, commencing with the year 2000, on the second Tuesday of April at
10:00 o'clock a.m. if not a legal holiday, and if such day is a legal holiday,
then such meeting shall be held on the next business day.
At such annual meeting, there shall be held an election for a Board of
Directors to serve for the ensuing year and until their respective successors
are elected and qualified, or until their earlier resignation or removal.
12
Financial reports of the Corporation's business will be sent to the
stockholders and presented at the annual meeting: If any report is deemed
advisable by the Board of Directors, such report may contain such information as
the Board of Directors shall determine and will be certified by a Certified
Public Accountant unless the Board of Directors shall so direct.
Section 2-3. Special Meetings.
Except as otherwise specifically provided by law, special meetings of
the stockholders may be called at any time:
(a) By the Board of Directors; or
(b) By the President of the Corporation; or
(c) By the holders of record of not less than a majority of all the
shares outstanding and entitled to vote.
Upon the written request of any person entitled to call a special
meeting, which request shall set forth the purpose for which the meeting is
desired, it shall be the duty of the Secretary to give prompt written notice of
such meeting to be held at such time as the Secretary may fix, subject to the
provisions of Section 2-4 hereof. If the Secretary shall fail to fix such date
and give notice within ten (10) days after receipt of such request, the person
or persons making such requests may do so.
Section 2-4. Notice of Meetings and Adjourned Meetings.
Written notice stating the place, date and hour of any meeting 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. If mailed,
notice is given when deposited in the United States Mail, postage prepaid,
directed to the stockholder at his address as it appears on the records of the
Corporation. Such notice may be given by or at the direction of the person or
persons authorized to call the meeting.
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. 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 2-5. Quorum.
Unless otherwise provided in the Bylaws or in a By-law adopted by the
stockholders or by the Board of Directors (or the Incorporators if no first
Directors were named in the Articles of Incorporation) at its organization
meeting following the filing of the Articles of Incorporation, the presence, in
person or by proxy, of the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum but in no event shall a quorum
consist of less than one-third (1/3) of the shares entitled to vote at a
meeting.
The stockholders present at a duly organized meeting can continue to do
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum. If a meeting cannot be organized
13
because of the absence of a quorum, those present may, except as otherwise
provided by law, adjourn the meeting to such time and place as they may
determine. In the case of any meeting for the election of Directors, those
stockholders who attend the second of such adjourned meetings, although less
than a quorum as fixed in this Section, shall nevertheless constitute a quorum
for the purpose of electing Directors.
Section 2-6. Voting List- Proxies.
The officer who has charge of the stock ledger of the Corporation shall
prepare and make, at least ten (10) days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at the meeting, arranged in
alphabetical order, and 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 so
specified, at the place where the meeting is to be held. The list shall also be
produced and kept at the time and place of the meeting during the whole time
thereof, and may be inspected by any stockholder who is present.
Upon the willful neglect or refusal of the Directors to produce such a
list at any meeting for the election of Directors, they shall be ineligible to
any office at such meeting.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. All proxies shall
be executed in writing and shall be filed with the Secretary of the Corporation
not later than the day on which exercised. No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.
Except as otherwise specifically provided by law, all matters coming
before the meeting shall be determined by a vote by shares. All elections of
Directors shall be by written ballot unless otherwise provided in the Bylaws.
Except as otherwise specifically provided by law, all other votes may be taken
by voice unless a stockholder demands that it be taken by ballot, in which
latter event the vote shall be taken by written ballot.
Section 2-7. Informal Action by Stockholders.
Unless otherwise provided by the Bylaws, any action required to be
taken at any annual or special meeting of stockholders, or any action which may
be taken at any annual or special meeting of such stockholders, may be taken
without a meeting, without prior notice and without a vote, if a consent in
writing, setting forth the action so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote thereon were present and voted. Prompt notice of the taking of
corporate action without a meeting by less than unanimous written consent shall
be given to those stockholders or members, who have not consented in writing.
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ARTICLE III - BOARD OF DIRECTORS
Section 3-l. Number.
The business and affairs of the corporation shall be managed by a Board
of not more than 15 Directors. (amended)
Section 3-2. Place of Meeting.
Meetings of the Board of Directors may be held at such place either
within or without the State of Nevada, as a majority of the Directors may from
time to time designate or as may be designated in the notice calling the
meeting.
Section 3-3. Regular Meetings.
A regular meeting of the Board of Directors shall be held annually,
immediately following the annual meeting of stockholders, at the place where
such meeting of the stockholders is held or at such other place, date and hour
as a majority of the newly elected Directors may designate. At such meeting the
Board of Directors shall elect officers of the Corporation. In addition to such
regular meeting, the Board of Directors shall have the power to fix, by
resolution, the place, date and hour of other regular meetings of the Board.
Section 3-4. Special Meetings.
Special meetings of the Board of Directors shall be held whenever
ordered by the President, by a majority of the members of the executive
committee, if any, or by a majority of the Directors in office.
Section 3-5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to be given of any
regular meeting, unless the same be held at other. than the time or place for
holding such meetings as fixed in accordance with Section 3-3 of these by-laws,
in which event one (1) day's notice shall be given of the time and place of such
meeting.
(b) Special Meetings. At least one (1) day's notice shall be given of
the time, place and purpose for which any special meeting of the Board of
Directors is to be held.
Section 3-6. Quorum.
A majority of the total number of Directors shall constitute a quorum
for the transaction of business, and the vote of a majority of the Directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors. If there be less than a quorum present, a majority of those
present may adjourn the meeting from time to time and place to place and shall
cause notice of each such adjourned meeting to be given to all absent Directors.
Section 3-7. Informal Action by the Board of Directors.
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 or committee, as the case may be, consent thereto in
writing, and the writing or writings are filed with the minutes of proceedings
of the Board or committee.
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Section 3-8. Powers.
General Powers. The Board of Directors shall have all powers necessary
or appropriate to the management of the business and affairs of the
Corporation, and" in addition to the power and authority conferred by these
by-laws, may exercise all powers of the Corporation and do all such lawful acts
and things as are not by statute, these by-laws or the Certificate of
Incorporation directed or required to be exercised or done by the stockholders.
(b) Specific Powers. Without limiting the general powers conferred by
the last preceding clause and the powers conferred by the by-laws of the
Corporation, it is hereby expressly declared that the Board of Directors shall
have the following powers:
(i) To confer upon any officer or officers of the Corporation
the power to choose, remove or suspend assistant officers, agents or servants.
(ii) To appoint any person, firm or corporation to accept and
hold in trust for the Corporation any property belonging to the Corporation or
in which it is interested, and to authorize any such person, firm or corporation
to execute any documents and perform any duties that may be requisite in
relation to any such trust
(iii) To appoint a person or persons to vote shares of another
corporation held and owned by the Corporation.
(iv) By resolution adopted by a majority of the full Board of
Directors, to designate one (1) or more of its number to constitute an Audit
committee which, to the extent provided in such resolution,' shall have and may
exercise the power of the Board of Directors in the management of the business
and affairs of the Corporation and may authorize the seal of the Corporation to
be affixed.
(v) By resolution passed by a majority of the whole Board of
Directors, to designate one (1) or more additional committees, each to consist
of one (1) or more Directors, to have such duties, powers and authority as the
Board of Directors shall determine. All committees of the Board of Directors,
including the executive committee, shall have the authority to adopt their own
rules of procedure. Absent the adoption of specific procedures, the procedures
applicable to the Board of Directors shall also apply to committees thereof.
(vi) To fix the place, time and purpose of meetings of
stockholders.
(vii) To purchase or otherwise acquire for the Corporation any
property, rights or privileges which the Corporation is authorized to acquire,
at such prices, on such terms and conditions and for such consideration as it
shall from time to time see fit, and, at its discretion, to pay any property or
rights acquired by the Corporation, either wholly or partly in money or in
stocks, bonds, debentures or other securities of the Corporation.
(viii) To create, make and issue mortgages, bonds, deeds of trust,
trust agreements and negotiable or transferable instruments and securities,
secured by mortgage or otherwise, and to do every other act and thing necessary
to effectuate the same.
(ix) To appoint and remove or suspend such subordinate officers,
agents or servants, permanently or temporarily, as it may from time to time
think fit, and to determine their duties, and fix, and from time to time change,
their salaries or emoluments, and to require security in such instances and in
such amounts as it thinks fit.
(x) To determine who shall be authorized on the Corporation's
behalf to sign bills, notes, receipts, acceptances, endorsements, checks,
releases, contracts and documents.
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Section 3-9. Compensation of Directors.
Compensation of Directors and reimbursement of their expenses incurred
in connection with the business of the Corporation, if any, shall be as
determined from time to time by resolution of the Board of Directors.
Section 3-10. Removal of Directors by Stockholders.
The entire Board of Directors or any individual Director may be removed
from office without assigning any cause by a majority vote of the holders of the
outstanding shares entitled to vote. In case the Board of Directors or any one
(1) or more Directors be so removed, new Directors may be elected at the same
time.
Section 3-11. Resignations.
Any Director may resign at any time by submitting his written
resignation to the Corporation. Such resignation shall take effect at the time
of its receipt by the Corporation unless another time be fixed in the
resignation, in which case it shall become effective at the time as fixed. The
acceptance of a resignation shall not be required to make it effective.
Section 3-12. Vacancies.
Vacancies and new created directorships resulting from any increase in
the authorized number of Directors elected by all of the stockholders having the
right to vote as a single class may be filled by a majority of the Directors
then in office, although less than a quorum, or by a sole remaining Director,
and each person so elected shall be a Director until his successor is elected
and qualified or until his earlier resignation or removal.
Section 3-13. Participation by Conference Telephone.
Directors may participate in regular or special meetings of the Board
by telephone or similar communications equipment by means of which all other
persons participating in the meeting can hear each other, and such participation
shall constitute presence at the meeting.
ARTICLE IV - OFFICERS
Section 4-l. Election and Office.
The Corporation shall have a President, a Secretary and a Treasurer/
Chief Financial Officer who shall be elected by the Board of Directors. The
Board of Directors may elect such additional officers as it may deem proper,
including a Chairman and a Vice Chairman of the Board of Directors, one (1) or
more Vice Presidents, and one (1) or more assistant or honorary officers. Any
number of offices maybe held by the same person.
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Section 4-2. Term.
The President, the Secretary and the Chief Financial Officer shall each
serve for a term of one (1) year and until their respective successors are
chosen and qualified, unless removed from office by the Board of Directors
during their respective tenures. The term of office of any other officer shall
be as specified by the Board of Directors.
Section 4-3. Powers and Duties of the President.
Unless otherwise determined by the Board of Directors, the President
shall have the usual duties of an executive officer with general supervision
over and direction of the affairs of the Corporation. In the exercise of these
duties and subject to the limitations of the laws of the State of Nevada, these
by-laws, and the actions of the Board of Directors, he may appoint, suspend and
discharge employees and agents, shall preside at all meetings of the
stockholders at which he shall be present, and, unless there is a Chairman of
the Board of Directors, shall preside at all meetings of the Board of Directors
and, unless otherwise specified by the Board of Directors, shall be a member of
all committees. He shall also do and perform such other duties as from time to
time may be assigned to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the President
shall have full power and authority on behalf of the Corporation to attend and
to act and to vote at any meeting of the stockholders of any corporation in
which the Corporation may hold stock, and, at any such meeting, shall possess
and may exercise any and all of the rights and powers incident to the ownership
of such stock and which, as the owner thereof, the Corporation might have
possessed and exercised.
Section 4-4. Powers and Duties of the Secretary.
Unless otherwise determined by the Board of Directors, the Secretary
shall record all proceedings of the meetings of the Corporation, the Board of
Directors and all committees, in books to be kept for that purpose, and shall
attend to the giving and serving of all notices for the Corporation. He shall
have charge of the corporate seal, the certificate books, transfer books and
stock ledgers, and such other books and papers as the Board of Directors may
direct. He shall perform all other duties ordinarily incident to the office of
Secretary and shall have such other powers and perform such other duties as may
be assigned to him by the Board of Directors.
Section 4-5. Powers and Duties of the Treasurer/ Chief Financial Officer.
Unless otherwise determined by the Board of Directors, the Chief
Financial Officer shall have charge of all the funds and securities of the
Corporation which may come into his hands. When necessary or proper, unless
otherwise ordered by the Board of Directors, he shall endorse for collection on
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behalf of the Corporation checks, notes and other obligations, and shall deposit
the same to the credit of the Corporation in such banks or depositories as the
Board of Directors may designate and shall sign all receipts and vouchers for
payments made to the Corporation. He shall sign all checks made by the
Corporation, except when the Board of Directors shall otherwise direct.
He shall enter regularly, in books of the Corporation to be kept by him
for that purpose, a full and accurate account of all moneys received and paid by
him on account of the Corporation. Whenever required by the Board of Directors,
he shall render a statement of the financial condition of the Corporation, he
shall at all reasonable times exhibit his books and accounts to any Director of
the Corporation, upon application at the office of the Corporation during
business hours. He shall have such other powers and shall perform such other
duties as may be assigned to him from time to time by the Board of Directors. He
shall give such bond, if any, for the faithful performance of his duties as
shall be required by the Board of Directors and any such bond shall remain in
the custody of the President.
Section 4-6. Powers and Duties of the Chairman of the Board of Directors.
Unless otherwise determined by the Board of Directors, the Chairman of
the Board of Directors, if any, shall preside at all meetings of Directors and
shall serve ex officio as a member of every committee of the Board of Directors.
He shall have such other powers and perform such further duties as may be
assigned to him by the Board of Directors.
Section 4-7. Powers and Duties of Vice President and Assistant Officers.
Unless otherwise determined by the Board of Directors, each Vice
President and each assistant officer shall have the powers and perform the
duties of his respective superior officer. Vice Presidents and assistant
officers shall have such rank as shall be designated by the Board of Directors
and each, in the order of rank, shall act for such superior officer in his
absence, or upon his disability or when so directed by such superior officer or
by the Board of Directors. Vice Presidents may be designated as having
responsibility for a specific aspect of the Corporation's affairs, in which
event each such Vice President shall be superior to the other Vice Presidents in
relation to matters within his aspect. The President shall be the superior
officer of the Vice Presidents. The Chief Financial Officer and the Secretary
shall be the superior officers of the Assistant Chief Financial Officers and
Assistant Secretaries, respectively.
Section 4-8. Delegation of Office.
The Board of Directors may delegate the powers or duties of any officer
of the Corporation to any other officer or to any Director from time to time.
Section 4-9. Vacancies.
The Board of Directors shall have the power to fill any vacancies in
any office occurring from whatever reason.
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Section 4-10. Resignations.
Any officer may resign at any time by submitting his written
resignation to the Corporation. Such resignation shall take effect at the time
of its receipt by the Corporation, unless another time be fixed in the
resignation, in which case it shall become effective at the time so fixed. The
acceptance of a resignation shall not be required to make it effective.
ARTICLE V - CAPITAL STOCK
Section 5-l. Stock Certificates.
Shares of the Corporation shall be represented by certificates signed
by or in the name of the Corporation by (a) the Chairman or Vice Chairman of the
Board of Directors, or the President or a Vice President, and (b) the Chief
Financial Officer or an Assistant Chief Financial Officer, or the Secretary or
an Assistant Secretary, representing the number of shares registered in
certificate form. If such certificate is countersigned (i) by a transfer agent
other than the Corporation or its employee, or (ii) by a registrar other than
the Corporation or its employee, the signatures of the officers of the
Corporation may be facsimiles. In case any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, it may be issued by the
Corporation with the same effect as if he were such officer at the date of
issue.
Section 5-2. Determination of Stockholders of Record.
The Board of Directors may fix, in advance, a record date to determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action. Such date shall be not more than sixty (60) nor less than
ten (10) days before the date of any such meeting, nor more than sixty (60) days
prior to any other action.
If no record date is fixed, 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.
The record date for determining stockholders for any other purpose
shall be at the close of business on the day on which the Board of Directors
adopts the resolution relating thereto.
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.
Section 5-3. Transfer of Shares.
Transfer of shares shall be made on the books of the Corporation only
upon surrender of the share certificate, duly endorsed and otherwise in proper
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form for transfer, which certificate shall be canceled at the time of the
transfer. No transfer of shares shall be made on the books of this Corporation
if such transfer is in violation of a lawful restriction noted conspicuously on
the certificate.
Section 5-4. Lost, Stolen or Destroyed Share Certificates.
The Corporation may issue a new certificate of stock or uncertified
shares in place of any certificate therefore issued by it, alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen, or destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate or uncertificated shares.
ARTICLES VI - NOTICES
Section 6-l. Contents of Notice.
Whenever any notice of a meeting is required to be given pursuant to
these by-laws or the Certificate of Incorporation or otherwise, the notice shall
specify the place, day and hour of the meeting and, in the case of a special
meeting or where otherwise required by law, the general nature of the business
to be transacted at such meeting.
Section 6-2. Method of Notice.
All notices shall be given to each person entitled thereto, either
personally or by sending a copy thereof through the mail or by telegraph,
charges prepaid, to his address as it appears on the records of the Corporation,
or supplied by him to the Corporation for the purpose of notice. If notice is
sent by mail or telegraph, it shall be deemed to have been given to the person
entitled thereto when deposited in the United States Mail or with the telegraph
office for transmission. If no address for a stockholder appears on the books of
the Corporation and such stockholder has not supplied the Corporation with an
address for the purpose of notice, notice deposited in the United States Mail
addressed to such stockholder care of General Delivery in the city in which the
principal office of the Corporation is located shall be sufficient.
Section 6-3. Waiver of Notice.
Whenever notice is required to be given under any provision of law or
of the Certificate of Incorporation or by-laws of the Corporation, a written
waiver, signed by the person entitled to notice, whether before or after the
time stated therein, shall be deemed equivalent to notice. Attendance of a
person at a meeting shall constitute a waiver of notice of such meeting, except
when the person 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. Neither the business to be transacted at,
nor the purpose of, any regular or special meeting of the stockholders,
Directors, or members of a committee of Directors need be specified in any
written waiver of notice unless so required by the Bylaws.
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ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS AND OTHER PERSON
Section 7-1. Indemnification.
The Corporation shall have the power to indemnify any Director,
officer, employee or agent of the Corporation against expenses (including legal
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him, to the fullest extent now or hereafter permitted by law in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, brought or threatened
to be brought against him by reason of his performance as a Director, officer,
employee or agent of the Corporation, its parent or any of its subsidiaries, or
in any other capacity on behalf of the Corporation, its parent or any of its
subsidiaries.
The Board of Directors by resolution adopted in each specific instance
may similarly indemnify any person other than a Director, officer, employee or
agent of the Corporation for liabilities incurred by him in connection with
services rendered by him for or at the request of the Corporation, it's parent
or any of its subsidiaries.
The provisions of this Section shall be applicable to all actions,
suits or proceedings commenced after its adoption, whether such arise out of
acts or omissions which occurred prior or subsequent to such adoption and shall
continue as to a person who has ceased to be a Director, officer, employee or
agent or to render services for or at the request of the Corporation or as the
case may be, its parent, or subsidiaries and shall inure to the benefit of the
heirs, executors and administrators of such a person. The rights of
indemnification provided for herein shall not be deemed exclusive of any other
rights to which any Director, officer, employee or agent of the Corporation may
be entitled under these by-laws, 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 such office, and shall
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors and administrators
of such a person.
Section 7-2. Advances.
Expenses incurred by any officer or director in defending a civil or
criminal action, suit or proceeding may be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding as authorized by the
Board of Directors in the specific case upon receipt of an undertaking, by or on
behalf of such Director or officer, to repay such amount unless it shall
ultimately be determined that he is entitled to be indemnified by the
Corporation as authorized by law. Such expenses incurred by other employees and
agents may be paid upon such terms and conditions, if any, as the Board of
Directors deems appropriate.
Section 7-3. Insurance.
The Corporation may purchase and maintain insurance on behalf of any
person who is or was a Director, officer, employee or agent of the Corporation,
or is or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
law.
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ARTICLE VIII - SEAL
The form of the seal of the Corporation, called the corporate seal of
the Corporation, [Form of Seal] shall be as impressed adjacent hereto.
ARTICLE IX - FISCAL YEAR
The Board of Directors shall have the power by resolution to fix the
fiscal year of the Corporation. If the Board of Directors shall fail to do so,
the President shall fix the fiscal year.
ARTICLE X - AMENDMENTS
The original or other by-laws may be adopted, amended or repealed by
the Stockholders entitled to vote thereon at any regular or special meeting or,
if the Bylaws so provides, by the Board of Directors. The fact that such power
has been so conferred upon the Board of Directors shall not divest the
stockholders of the power nor limit their power to adopt, amend or repeal
by-laws.
ARTICLE XI - INTERPRETATION OF BY-LAWS
All words, Terms and provisions of these by-laws shall be interpreted
and defined by and in accordance with the General Corporation Law of the State
of Nevada, as amended, and as amended from time to time hereafter.
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