FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) June 26, 2000
COMMISSION FILE NUMBER: 000-26051
TheInternetCorp.net, Inc.
(Name of Registrant in its charter)
Nevada 454390 88-0424430
(State of incorporation) (Primary Standard Industrial (I.R.S. Employee
Classification Code Number)
Identification No.)
101 Colombard Court, Ponte Vedra, Florida 32082
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (904) 285-7738; Fax 603-375-6582
3158 Redhill Ave., Ste. 240. Costa Mesa, California 92626
(Former name or former address, if changed since last report)
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
References in this document to "us," "we," "TICN" or "the Company" refer to
TheInternetCorp.net, Inc. and its subsidiary.
Safe Harbor Statement
This Form 8-K contains certain forward-looking statements. For this
purpose any statements contained in this Form 8-K that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the foregoing, words such as may, will, expect, believe,
anticipate, estimate or continue or comparable terminology are intended to
identify forward-looking statements. These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
our control. These factors include but are not limited to economic
conditions generally and in the industries in which we may participate;
competition within our chosen industry, including competition from much
larger competitors; technological advances and failure by us to successfully
develop business relationships.
Item 1. Changes in Control of Registrant.
We completed our acquisition of 100% of the issued and outstanding common
shares of RiderNews.com, Inc., a private Florida company, in exchange for
11,060,000 shares of us. We plan to merge RiderNews into us in the future.
At the present time, RiderNews is operating as a wholly-owned subsidiary.
The Exchange Agreement was adopted by the unanimous consent of the Board of
Directors of TICN and RiderNews on June 26, 2000. The unanimous approval of
the shareholders of RiderNews was obtained under applicable Florida state
corporate law.
Prior to the exchange, TICN had 1,000,000 shares of common stock, par
value $.001, issued and outstanding and no shares of preferred stock
outstanding. Immediately subsequent to the stock exchange, TICN had
12,060,000 shares of common stock outstanding. By virtue of the exchange,
TICN acquired 100% of the issued and outstanding common stock of RiderNews,
which will be operated as a wholly owned subsidiary.
The officers of TICN continue as officers of TICN subsequent to the
Exchange Agreement with the addition of Mr. Vincent van den Brink. See
"Management" below. The officers, directors, and by-laws of TICN and
RiderNews will continue without change.
A copy of the Exchange Agreement is attached hereto as an exhibit. The
foregoing description is modified by such reference.
(b) The following table sets forth certain information regarding
beneficial ownership of the common stock of TICN as of June 27, 2000 by:
* each person or entity known to own beneficially more than 5% of the common
stock;
* each of TICN's directors;
* each of TICN's named executive officers; and
* all executive officers and directors of TICN as a group.
NUMBER OF SHARES
BENEFICIAL OWNER BENEFICIALLY OWNED PERCENTAGE
Karen Bohringer 1,000,000 8.29%
Goldenvale (1) 5,250,000 43.53%
Investment
Holdings, Ltd.
Vincent van den Brink 100,000 .83%
All Executive Officers 6,350,000 52.65%
and Directors & Affiliates
As a group (2 persons)
1. The address for each of these shareholders is c/o TheInternetCorp.net,
Inc. Each person has sole voting and dispositive power with respect to all
outstanding shares. Karen Bohringer, along with other family members, is a
beneficiary of the Goldenvale Investment Holdings, Ltd., Suite 1A,Hirzel
Court, Hirzel Street, St. Peter Port, Guernsey GY1 2NN, Channel Islands.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Exchange Agreement was
negotiated between TICN and RiderNews.
In evaluating RiderNews as a candidate for the proposed acquisition, TICN
used criteria such as its existing internet technology and other businesses
and other anticipated operations, and RiderNews' business name and
reputation. TICN and RiderNews determined that the consideration for the
exchange was reasonable.
(b) TICN intends to continue its historical businesses and proposed
businesses as set forth more fully immediately below.
BUSINESS
Company Organization and Operations.
Up to the present time, TICN has only been in the organizational phase. Over
the next 12 months, TICN intends to concentrate its efforts into further
development and enhancement of the RiderNews' website (www.ridernews.com).
These changes will include additional information and articles of interest
to the motorcycle enthusiast. TICN will also be seeking to enhance its
advertising revenues by the placement of additional advertising on the website.
TICN intends to become an Internet destination providing community, content
and commerce for the sportbike and motorcycle enthusiast. The RiderNews.com
website is a location where individuals, can create their own websites,
publish pictures of their bikes, share information, communicate, shop and
discover meaningful, relevant content targeted to their specific interests.
TICN anticipates generating revenues from several sources,
including, sales of numerous product categories, sales of memberships to our
RiderNews.com "premium Members Club", sales of advertising and sponsorships
and sales of third-party services. The Company plans to capitalize on
current technology and the Internet to develop a direct-to-customer
relationship in the motorcycle news industry.
History of TheInternetCorp.net, Inc.
TheInternetCorp.net, Inc. (the "Company") was organized under the laws of
the State of Nevada on April 29, 1999, and has December 31 as its fiscal
year end. Since inception, the primary activity of the Company has been
directed to organizational efforts. The Company was formed as a vehicle to
acquire a private company
desiring to become an SEC reporting company in order thereafter to secure a
listing on the OTC Electronic Bulletin Board.
In May, 1999, the Company entered into an Agreement and Plan of
Reorganization to acquire RiderNews.com, Inc. ("Rider"), a Florida
corporation formerly known as Cycle-Parts.com, Inc. This agreement provided
for the Company to issue and register 10,660,000 shares of its common stock
(post-split) to the shareholders of Rider and reserve for issuance and
register 2,000,000 shares of its common stock for issuance upon exercise of
Rider's outstanding warrants, which will be converted into warrants to
purchase the Company's common stock, upon the same terms and conditions of
the outstanding Rider warrants. The Company has filed its Registration
Statement on Form S-4 to register the stock issuance described above. The
Registration Statement has not been declared effective and the Company has
voluntarily withdrawn the S-4.
The Company has terminated that previous agreement and on June 26, 2000
enter into the Exchange Agreement and Plan of Reorganization with
RiderNews.com, Inc. See Exhibit 2.0. This agreement provided for the Company
to issue 11,060,000 shares of its common stock to the shareholders of Rider
and reserve 500,000 shares of its common stock for issuance upon exercise of
Rider's outstanding warrant which will be converted into a warrant to
purchase the Company's common stock, upon the same terms and conditions of
the outstanding Rider warrant.
History of RiderNews.com, Inc.
Rider was incorporated in the State of Florida on March 16, 1999 under the
name of Cycle-Parts.com, Inc. to acquire the website and business called
"cycle-parts.com", which sold motorcycle parts over the internet. When the
assets could not be transferred into the corporation, the management, with
shareholder approval, changed the name of the corporation to RiderNews.com,
Inc. and started the development of their website, ridernews.com. Rider's
executive offices are located in Jacksonville, Florida. Rider is a
development stage company engaged in the development and marketing of an
online motorcycle and racing sports magazine (called an "ezine") on the
Internet at its website RiderNews.com.
ADMINISTRATIVE OFFICES
The Company's administrative offices facilities are located at 101 Colombard
Court, Ponte Vedra, Florida 32082. To date, the Company has had no business
operations. For the most part, the Company's operations have been narrowly
confined to research and development, infrastructure and market planning,
and cultivation of the sales and marketing of its website. RiderNews has its
administrative offices located at 3700 Susan Street, Ste. 200, Santa Ana,
California 92704.
TRADEMARKS AND PATENTS
The Company relies on a combination of trade secret, copyright and
trademark law, nondisclosure agreements and technical security measures to
protect its products. Notwithstanding these safeguards, it is possible for
competitors of the company to obtain its trade secrets and to imitate its
products. Furthermore, others may independently develop products similar or
superior to those developed or planned by the Company.
LITIGATION
The Company is not a party to any material pending legal proceedings and, to
the best of its knowledge, no such action by or against the company has been
threatened.
MANAGEMENT
Directors and Executive Officers.
The following table sets forth the names and ages of the current directors
and executive officers of TICN who will remain so with the combined entity,
their principal offices and positions and the date each such person became a
director or executive officer. Our executive officers are elected annually
by the Board of Directors. Our directors serve one year terms until their
successors are elected. The executive officers serve terms of one year or
until their death, resignation or removal by the Board of Directors. There
are no family relationships between any of the directors and executive
officers. In addition, there was no arrangement or understanding between any
executive officer and any other person pursuant to which any person was
selected as an executive officer.
Our directors and executive officers are as follows:
Name Age Positions
- --------------------------------------------------------------------------------
Karen Bohringer 40 President and Chairman of
the Board of Directors
Vincent van den Brink 58 Secretary/Treasurer/Director
Karen Bohringer
Ms. Bohringer, age 40, will serve as a Director of TICI and RiderNews.com.
From 1990 to present, she has been the owner of Bohringer & Associates, a
computer training company in Queensland, Australia. In 1983 Ms. Bohringer
moved to the United States to undertake computer programming studies. In
1986 she received a Certificate with Honors from Harvard University, Boston,
MA in Advanced Cobol Programming and a Diploma in 1985 from the American
Institute of Computer Programming in Atlanta, GA. Upon returning to
Australia, Ms. Bohringer lectured on programming languages at Hales Private
College, Melbourne, for 18 months. From 1987 to 1989, she was employed as
the Australian Training Manager for MAI Basic Four, an American computer
hardware/software company, and traveled extensive completing software
installations and staff training. In 1990, Ms. Bohringer formed Bohringer &
Associates, to do contract computer training for such companies as the
Australian Securities Commission, Australian Wool Corporation, B.H.P., Shell
Oil, the Supreme Court, the Premiers Department, Director of Public
Prosecutions, Department of Health, and the Department of Housing. Ms.
Bohringer has lectured as the Royal Melbourne Institute of Technology on
Pascal Programming.
Vincent van den Brink
Mr. Vincent Van Den Brink has been President, Secretary and Director of the
Company since April 29, 1999 until his resignation May 17, 2000. He became
an officer and director of RiderNews.com on June 22, 2000 and became an
officer and director of the Company upon the completion of the Exchange
Agreement. Since October 1997 to present, he has been a Financial Consultant
with Airway Capital, Santa Ana, California, providing asset based lending,
factoring, equipment leasing, and export financing for various businesses.
From June 1985 until May 1997, he was a Business Consultant writing business
plans and business development plans for companies across the country. Since
1978 to present, in addition to working for the above companies, he has been
operating an export business providing export consulting, export products
and sourcing products for international for international clients. He holds
degrees in automotive engineering, business administration, and small
business management. He is fluent in English, Dutch, German and Afrikaans.
The directors named above will serve until the next annual meeting of the
Company's shareholders. Thereafter, directors will be elected for one-year
terms at the annual shareholders' meeting. Officers will hold their
positions at the pleasure of the Board of directors, absent any employment
agreement.
EXECUTIVE COMPENSATION
There were no stock awards, restricted stock awards, stock options, stock
appreciation on rights, long-term incentive plan compensation or similar
rights granted to any Named Executive Officer during any of the Company's
last fiscal year. None of the Named Executive Officers presently holds
directly any stock
options or stock purchase rights. The Company has no retirement, pension,
profit sharing or other plan covering its Officers and Directors.
CERTAIN TRANSACTIONS
Acquisition of Controlling Interest
In May, 2000, Karen Bohringer acquired ownership of 100% of the issued and
outstanding shares of Common Stock of the Company. Subsequently, the Company
entered into the June 26, 2000 Exchange Agreement and Plan of Reorganization
which was completed and resulted in 11,060,000 shares being issued to the
shareholders of RiderNews.com, Inc.
Future Transactions
Any future transactions, including loans, between the Company and any of its
officers, directors, affiliates and principal shareholders will be on terms
no less favorable to the Company than can be obtained from unaffiliated
third parties. Any such transactions will be subject to approval of a
majority of the
Board of Directors.
Recent Stock Issuances
The Company entered into the June 26, 2000 Exchange Agreement and Plan of
Reorganization which was completed and resulted in 11,060,000 shares being
issued to the shareholders of RiderNews.com, Inc.
RESOLVING CONFLICTS OF INTEREST.
The Board of Directors has determined that its Directors are to disclose all
conflicts of interest and all corporate opportunities to the entire Board of
Directors. Any transaction involving a conflict of interest engaged in by
the Company shall be on terms no less favorable than could be obtained from
an unrelated third party. A director will only be allowed to pursue a
corporate opportunity in the event it is first disclosed to the Board of
Directors and the Board determines that the Company shall not pursue the
corporate opportunity.
DESCRIPTION OF SECURITIES
General
The Company's authorized capital structure presently consists of one class
of Common Stock. There are authorized 100,000,000 shares of a voting Common
Stock, par value $0.001 per share, of which 12,060,000 shares are issued and
outstanding as of June 27, 2000. There is currently outstanding one warrant
to purchase 500,000 shares of the Company's Common Stock.
Description of Common Stock
The Company is authorized for the issuance of 100,000,000 shares of a voting
Common Stock, par value $0.001 per share, of which 12,060,000 shares are
issued and outstanding as of June 27, 2000. Each issued and outstanding
share entitles its holder to one vote. The shares of the Company's Common
Stock have no preemptive or other subscription rights, have no conversion
rights. In the event of liquidation, holders of the Company's Common Stock
will share on a pro rata basis all assets legally available for distribution
to shareholders, subject to the liquidation preference of any outstanding
shares of the Company's Preferred Stock.
Holders of the Company's Common Stock have one vote for each share
outstanding. The presence, in person or by proxy, of a majority of the
outstanding shares constitutes a quorum at meetings of shareholders. The
vote of the holders of a majority of the shares present at a meeting at
which a quorum is present shall be the act of the shareholders unless the
vote of a greater number is required by law or by the Articles of
Incorporation. The Company's Common Stock does not have cumulative voting
rights. Therefore, the holders of more than fifty percent of the outstanding
shares voting for the election of directors can elect all members of the
Board of Directors, and in such event, the holders of the remaining shares
will not be able to elect any persons or the Board of Directors.
TRANSFER AGENT.
The Company has retained Atlas Stock Transfer Corp., 5899 So. State St.,
Salt Lake City, Utah 84107, for the disposition of its publicly traded and
outstanding Common Stock shares.
RISK FACTORS
Losses Have Been Incurred Since Inception.
TheInternetCorp.net, Inc. is in its initial stages of development with no
revenues or income and is subject to all the risks inherent in the creation
of a new business. Since TheInternetCorp.net, Inc.'s principal activities to
date have been limited to organizational activities and prospect
development, it has no record of any revenue-producing operations.
Consequently, there is no operating history upon which to base an assumption
that TheInternetCorp.net, Inc. will be able to achieve its business plans.
In addition, TheInternetCorp.net, Inc. has only limited assets. As a result,
there can be no assurance that TheInternetCorp.net, Inc. will generate
significant revenues in the future; and there can be no assurance that
TheInternetCorp.net, Inc. will operate at a profitable level. If
TheInternetCorp.net, Inc. is unable to obtain customers and generate
sufficient revenues so that it can profitably operate, TheInternetCorp.net,
Inc.'s business will not succeed.
Although the firm RiderNews.com acquired by TheInternetCorp.net, Inc. does
have an operating and financial history, it is limited. Therefore, this firm
may not be able to generate sufficient revenues for TheInternetCorp.net,
Inc. to make it successful.
Available Funds Not Adequate for Company to be Competitive.
The funds available to TheInternetCorp.net, Inc. from its principals will
not be adequate for it to be competitive in the areas in which it intends to
operate. Therefore, TheInternetCorp.net, Inc. will need to raise additional
funds in order to implement its business plan. TheInternetCorp.net, Inc.'s
continued operations therefore will depend upon its no assurance that
TheInternetCorp.net, Inc. will be able to obtain additional funding when
needed, or that such funding, if available, can be obtained on terms
acceptable to TheInternetCorp.net, Inc. If TheInternetCorp.net, Inc. cannot
obtain needed funds, it may be forced to curtail or cease its activities. If
additional shares were issued to obtain financing, current shareholders may
suffer a dilutive effect on their percentage of stock ownership in
TheInternetCorp.net, Inc.
Control of TheInternetCorp.net, Inc. by Officers and Directors.
TheInternetCorp.net, Inc.'s officers and directors, after the acquisition is
completed, will beneficially own, directly or indirectly, 52.65% of the
outstanding shares of TheInternetCorp.net, Inc.'s common stock. As a result,
such persons, acting together, have the ability to exercise significant
influence over all matters requiring stockholder approval. Accordingly, it
could be difficult for the investors hereunder to effectuate control over
the affairs of TheInternetCorp.net, Inc. Therefore, it should be assumed
that the officers, directors, and principal common shareholders who control
the majority of voting rights will be able, by virtue of their stock
holdings, to control the affairs and policies of TheInternetCorp.net, Inc.
Limitations on Liability, and Indemnification, of Directors and Officers.
TheInternetCorp.net, Inc.'s articles of incorporation include provisions to
eliminate, to the fullest extent permitted by the Nevada Revised Statutes as
in effect from time to time, the personal liability of directors of
TheInternetCorp.net, Inc. for monetary damages arising from a breach of
their fiduciary duties as directors. The articles of incorporation and
bylaws also include provisions to the effect that TheInternetCorp.net, Inc.
may, to the maximum extent permitted from time to time under applicable law,
indemnify any director or officer for any amounts which he becomes legally
obligated to pay in connection with any claim against him based upon any
action or inaction which he may commit, omit or suffer while acting in his
capacity as a director and/or officer of TheInternetCorp.net, Inc. Such
limitation of liability and indemnification may result in
TheInternetCorp.net, Inc. paying significant sums based on the actions of
its officer and directors, and the company may not have a recourse against
these individuals.
Development Stage Company
Since inception in April, 1999, we have been engaged almost exclusively in
organizational, research and development activities and has just recently
initiated our website development and ecommerce website. Accordingly, as a
development stage company, we have had a limited relevant operating history
upon which an evaluation of our prospects can be made. Consequently, the
likelihood of success of our business must be considered in view of all of
the risks, expenses and delays inherent in the establishment of a new
business, including, but not limited to, expenses and delays of an ongoing
business that is commenced, slower than anticipated sales and marketing
activities, the uncertainty of market assimilation of our products, services
and other unforeseen factors. The likelihood of the our success must be
considered in light of the problems and expenses that are frequently
encountered in connection with the operation of a new business and the
competitive environment that it encounters.
Limited Operating History; Losses.
We presently have had no business operations and we have only a limited
prior operating history. To date, our operations have been narrowly confined
to research and development, infrastructure and market planning, and
cultivation of its sales and marketing network. As of March 31, 2000, there
have been no revenues. We anticipate that we will continue to incur losses
and generate negative cash flow over the next six months. At this time, we
have no revenues, and there is no assurance that we will ever have
significant revenues or be profitable or achieve positive cash flow from
operations.
Recently Reorganized Company.
We were incorporated on April 28, 1999 in the state of Nevada. From our
inception, we have been in the development stage and was primarily engaged
in the business of seeking a merger candidate. To date, we have had limited
operating history and have not conducted any significant business. We must
therefore be considered promotional and in our early formative and
developmental stages. Potential shareholders should be aware of the
difficulties normally encountered by a new enterprise. There is nothing at
this time on which to base an assumption that our business plans will prove
successful, and there is no assurance that we will be able to operate
profitably.
Dependence Upon Key Personnel.
Our success depends, in part, upon the successful performance of our
President Ms. Karen Bohringer. We have employed and will in the future
employ additional qualified executives, employees and consultants having
significant experience delivering the business expertise needed, if Ms.
Bohringer fails to perform any of the duties undertaken by her for any
reason whatsoever, our ability to develop and operate our website and
ecommerce business would be harmed. Moreover, we believe there are available
qualified managerial and other personnel in sufficient numbers to properly
staff our facilities and offices, but we cannot be sure we
could do so.
Competition.
The Company faces competition from a wide variety of motorcycle and
sport bike specific web sites, many of which have substantially greater
financial, marketing and technological resources than the Company.
The marketplace for Motorcycle and Sport Bike specific web sites is still in
its infancy. Many of the web sites are not commercial, and the biggest
commercial sites are almost all strictly relying on advertisers and not
e-commerce sales. Several sites compete in this market, but no one has
emerged as an industry leader. We have identified competition in terms of
specific content and e-commerce applications that are relevant to our industry.
Content Sites - Motorcycle and Sport Bike Information
Motorcycle Online http://www.motorcycle.com
The most successful motorcycle content site is Motorcycle Online, which has
established itself as the web's largest motorcycle site. Motorcycle Online
has information relating to all types of motorcycles with little emphasis on
sportbikes. Motorcycle Online was established in November 1994, making it
one of the oldest motorcycle sites. Motorcycle Online has been able to
increase their industry contacts to enable them to get loaner bikes from the
major manufacturers to use in street and track testing.
2wf.comhttp://www.2wf.com
2wf.com is a Motorcycle e-zine established in February 1997. 2wf.com has
recently purchased an offline magazine, American Road Racing Magazine.
2wf.com features daily news, product reviews, classifieds, and bike mechanic
tips.
Motorcycle World http://www.motorcycleworld.com
Motorcycleworld.com was founded in July 1997. The site features a US dealer
database and model database.
E-Commerce Sites - Motorcycle and Sport Bike
Motorcycle Superstore http://www.motorcycle-superstore.com
The main online motorcycle accessory dealer is Motorcycle USA's Motorcycle
Superstore. The site sells inventory from Beaverton Honda-Yamaha, a
motorcycle dealership based in Portland, Oregon. Motorcycle Superstore has
placed ads in Sport Rider Magazine, Speed Vision's web site and Yahoo.
Motorcycle Superstore is also running an affiliate program with Commission
Junction. Motorcycle Superstore has recently added shipping to Canada. The
Motorcycle Superstore domain was established in June 1997.
Imotorcyclestore.com http://www.imotorcyclestore.com
Imotorcyclestore.com was founded in September 1999. Imotorcyclestore.com
sells a variety of motorcycle accessories and primarily advertises on 2wf.com.
Conflicts of Interest.
Certain conflicts of interest exist between us and our officers and
directors. They have other business interests to which they devote
attention, and they may be expected to continue to do so although management
time should be devoted to our business. As a result, conflicts of interest
may arise that can be resolved only through exercise of such judgment as is
consistent with their fiduciary duties.
Possible Need for Additional Financing.
We have very limited funds, and such funds may not be adequate to take
advantage of any available business opportunities. Even if our funds prove
to be sufficient to acquire an interest in, or complete a transaction with,
a business opportunity, we may not have enough capital to exploit the
opportunity. Our ultimate success may depend upon our ability to raise
additional capital. We have not investigated the availability, source, or
terms that might govern the acquisition of additional capital and will not
do so until we determine a need for additional financing. If additional
capital is needed, there is no assurance that funds will be available from
any source or, if available, that they can be obtained on terms acceptable
to us. If not available, our operations will be limited to those that can be
financed with our modest capital.
No Public Market for Company's Securities.
Prior to and subsequent to filing this 8-K, no public trading market existed
for the common stock of TheInternetCorp.net, Inc. There can be no assurances
that a public trading market for the common stock will develop or that a
public trading market, if developed, will be sustained. If an active trading
market does in fact develop for the common stock, there can be no assurance
that it will be maintained. If for any reason a public trading market does
not develop, holders of such securities may have difficulty in selling their
securities should they desire to do so.
ITEM 3 - BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5 - OTHER EVENTS
Not Applicable
ITEM 6 - RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
On May 17, 2000, Karen Bohringer acquired ownership of 100% of the issued
and outstanding shares of Common Stock of the Company. Mr. Vincent van den
Brink resigned at that time and on June 22, 2000 he became Director and
Secretary of RiderNews.com, Inc. Mr. Gerald I. Quinn resigned from RiderNews
on June 19, 2000. Subsequent to the Exchange Agreement, Mr. Van den Brink
became a Director and Secretary of the Company.
ITEM 7 - FINANCIAL STATEMENTS
[CAPTION]
INDEPENDENT AUDITORS' REPORT
Board of Directors
RiderNews.com, Inc.
(formerly known as Cycle-Parts.com, Inc.)
I have audited the accompanying balance sheet of RiderNews.com, Inc.
(formerly known as Cycle-Parts.com, Inc.), a development stage company, as
of March 31, 2000 and December 31, 1999, and the related statements of
operations, stockholders' equity and cash flows for the period from January
1, 2000 to March 31, 2000 and from inception (March 16, 1999) to December
31, 1999. These financial statements are the responsibility of the company's
management. My responsibility is to express an opinion on these financial
statements based on my audit in accordance with standards established by the
American Institute of Certified Public Accountants.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I 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. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RiderNews.com, Inc.
(formerly known as Cycle-Parts.com, Inc.) as of March 31, 2000 and December
31, 1999 and the results of its operations and its cash flows for the period
March 31, 2000 and from inception (March 16, 1999) to December 31, 1999 in
conformity with generally accepted accounting principles.
Kurt D. Saliger C.P.A. (Nevada State License No. 2335)
Las Vegas, Nevada
May 30, 2000
[CAPTION]
RIDERNEWS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
Three Months
Ended Mar 31, Mar 16, 1999
(Inception)
2000 to Dec 31, 1999
-------------
- ------------------------
ASSETS
CURRENT ASSETS
Cash $ 564 $ 18,415
Note Receivable 50,000 50,000
Accrued Interest Receivable 1,167 667
------ ------
TOTAL CURRENT ASSETS 51,731 69,082
------ ------
TOTAL ASSETS $51,731 $ 69,082
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable $ 1,850 $ 0
TOTAL CURRENT LIABILITIES 1,850 0
LONG-TERM DEBT 0 0
STOCKHOLDERS' EQUITY
Common Stock, $0.01 par value
Authorized 100,000,000 shares, issued
and outstanding at March 31, 2000 106,600
and at December 31, 1999 106,600
10,660,000 shares
Additional Paid In Capital 193,400 193,400
Deficit Accumulated During (250,119) (230,918)
Development Stage ------- -------
TOTAL STOCKHOLDERS' EQUITY 49,881 69,082
------- -------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 51,731 $ 69,082
F/N See accompanying notes to financial statements.
[CAPTION]
RIDERNEWS.COM, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
Three Months Mar 16, 1999
Mar 16, 1999
Ended Mar 31, (Inception)
(Inception)
2000 to Dec 31, 1999
to March 31, 2000
------------- ----------------
- -----------------
REVENUES $ 0 $ 0
$ 0
COSTS OF REVENUES $ 0 $ 0
$ 0
------------- ----------------
- -----------------
GROSS PROFIT $ 0 $ 0
$ 0
OPERATING EXPENSES
Selling, general and administrative 19,843 233,245
253,088
Depreciation 0
TOTAL OPERATING EXPENSES 19,843 233,245
253,088
INCOME (LOSS) FROM OPERATIONS (19,843) (233,245)
(253,088)
OTHER INCOME (EXPENSES)
Interest income 642 2,327
2,969
Interest expense
0
INCOME (LOSS) BEFORE INCOME TAXES $( 19,201) ($230,918)
(250,119)
Income Taxes 0
NET PROFIT (LOSS) $( 19,201) $(230,918)
$(250.119)
NET PROFIT (LOSS) PER SHARE
- BASIC AND DILUTED (nil)
(nil)
AVERAGE NUMBER OF SHARES
OF COMMON STOCK OUTSTANDING 10,660,000 10,660,000
<F/N> See accompanying notes to financial statements.
[CAPTION]
RiderNews.com, Inc.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Three Months Ended Mar 16,
1999 Mar 16, 1999
Mar 31, 2000 (Inception)
to (Inception) to
Dec 31,1999
Mar 31, 2000
CASH FLOWS FROM OPERATING ACTIVITIES
(Net Loss) $( 19,201) $(230,918)
$250,119
Interest Income 0
Accrued Interest Receivable (500) (667)
(1,167)
Accounts Payable 1,850 0
1,850
Net Cash (Used) In Operating Activity ( 17,851) (231,585)
(249,436)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Note Receivable (50,000) (50,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash 300,000 300,000
Net increase (decrease) in cash (17,851) $ 18,415
$ 564
Cash, beginning of period $ 18,415 $ 0
$ 0
Cash, end of period $ 564 $ 18,415
$ 564
<F/N> See accompanying notes to financial statements.
[CAPTION]
RiderNews.com, Inc.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
COMMON STOCK
Number Additional
(Deficit)
of Paid In
Accumulated During
Shares Amount Capital
Development Stage
Issued for cash
March 16, 1999 10,660,000 $106,600 $193,400
Balance
December 31, 1999 10,660,000 $106,600 $193,400
$(230,918)
Net Income Jan 1, 2000
to March 31, 2000 _________ ________ _______
(19,201)
Balance March 31,2000 10,660,000 $106,600 $193,000
$(250,119)
<F/N> See accompanying notes to financial statements.
[CAPTION]
RiderNews.com, Inc.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND NATURE OF BUSINESS.
RiderNews.com, Inc. (formerly known as Cycle-Parts.com, Inc.) is a
development stage company engaged in the development and marketing of an
online motorcycle and racing sports magazine (called an "ezine") on the
internet. The magazine will contain recent news, weather, sports and
information on topics of interest to motorcycle enthusiasts, with classified
ads for apparel, parts, accessories, travel and motorcycles, new and used.
The company will generate income from advertising, sponsorships, and
specialized services. The company believes that the site will be operational
by June 2000.
On March 16, 1999, RiderNews.com, Inc. issued 10,660,000 shares of its one
cent ($.01) par value common stock for $300,000 in cash and certain
services. On December 31, 1999, the company changed its name from
Cycle-Parts.com, Inc. to RiderNews.com, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Accounting Method.
RiderNews.com, Inc. records income and expenses on the accrual method of
accounting.
Cash and Cash Equivalents.
RiderNews.com, Inc. maintains a cash balance in an interest bearing bank
that currently does not exceed federally insured limits. For the purpose of
the statement of cash flows, all highly liquid investments with the maturity
of three months or less are considered to be cash equivalents. There are no
cash equivalents as of December 31, 1999 and March 31, 2000.
Income Taxes.
Income taxes are provided for using the liability method of accounting in
accordance with Statement of Financial Accounting Standards No. 109 (SFAS
#109) "Accounting for Income Taxes." A deferred tax asset or liability is
recorded for all temporary differences between financial and tax reporting.
Deferred tax expense (benefit) results from the net change during the year
of deferred tax assets and liabilities.
Estimates.
The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities, and the reported amounts of
revenue and expenses during the reporting period. Actual results could
differ from those estimates.
Organizational Costs.
Costs incurred to organize RiderNews.com, Inc. are being expensed as occurred.
Loss Per Share.
Net Loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share." Basic loss
per share is computed by dividing losses available to common stockholders by
the weighted average of number of common shares outstanding during the
period. Diluted loss per share reflects per share amounts that would result
if dilutive common stock equivalents had been converted to common stock. As
of December 31, 1999 and March 31, 2000, warrants have been excluded from
the loss per share calculations because they would not be dilutive.
NOTE 3 - NOTE RECEIVABLE.
The Company issued a note receivable to OTC Dreamwerks, Inc. on April 20,
1999 in the amount of $50,000. The note receivable bears interest at the
rate of 4% simple interest per annum. The principal and interest is payable
anytime upon demand from the Company 24 months after the date of issue. The
note receivable is unsecured.
NOTE 4 - STOCKHOLDERS' EQUITY.
Common Stock.
The authorized common stock of RiderNews.com, Inc. consists of 100,000,000
shares of its $0.01 par value common stock.
Preferred Stock.
RiderNews.com, Inc. is not authorized to issue preferred stock.
Stock Warrants.
RiderNews.com, Inc. issued stock warrants to purchase 2,000,000 shares of
common stock for $0.10 to various consultants.
NOTE 5 - MERGER AGREEMENT.
In May of 1999, RiderNews.com, Inc., under its former name of
Cycle-Parts.com, Inc., entered into a merger agreement with
TheInternetCorp.net, Inc. Pursuant to terms of the agreement, RiderNews.com,
Inc.'s shareholders will be issued one share of TheInternetCorp.net, Inc.'s
common stock in exchange for each share of their common stock in
RiderNews.com, Inc.
NOTE 6 - RELATED PARTY TRANSACTIONS.
RiderNews.com, Inc. neither owns nor leases any real or personal property.
Office services are provided without charge by a director of this company.
Such costs are immaterial to the financial statements and accordingly have
not been reflected therein. The directors of RiderNews.com, Inc. are
involved in other business activities and may, in the future, become
involved in other business opportunities. If a specific business opportunity
becomes available, such persons may face a conflict in selecting between
RiderNews.com, Inc. and the other business interests. RiderNews.com, Inc.
has not formulated a policy for the resolution of such conflicts.
NOTE 7 - STOCK WARRANTS.
RiderNews.com, Inc. issued stock warrants to purchase 2,000,000 shares of
common stock for $0.10 per share to various consultants. This company
applies APB Opinion No. 25 in accounting for its stock warrants, and,
accordingly, no compensation costs has been recognized in the financial
statements. The pro forma impact of recognizing compensation costs based on
the fair value at the grant date for stock options under SFAS No. 123 on
RiderNews.com, Inc.'s reported operations was zero for the period ended
December 31, 1999 and March 31, 2000. Accordingly, the pro forma impact of
recognizing compensation costs under SFAS No. 123 on basic and diluted loss
per share was immaterial for the period ended December 31, 1999 and March
31, 2000.
PRO-FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial statements
include the historical and pro forma effects of the acquisition of
RiderNews.com, Inc. by TheInternetCorp.net, Inc.
The following unaudited pro forma combined condensed financial statements
have been prepared by the management of TheInternetCorp.net, Inc. from its
audited financial statements and the audited financial statements of
RiderNews.com, Inc. The unaudited pro forma combined condensed statements of
reflect the combined operations of these companies as if the acquisition
transaction had occurred on December 31, 1999. See "Note 1- Basis of
Presentation."
[CAPTION]
The Internet Corp.Net, Inc.
Pro Forma Combined Balance Sheet
December 31, 1999
(unaudited)
TheInternetCorp
.net, Inc.
TheInternet RiderNews Pro Forma
Combined
Adjustment
Pro Forma
__________ _________ __________
_______________
Assets:
Current Assets
Cash $ 0 $ 18,415 $
$ 18,415
Accrued Interest Receivable 0 667
667
Note Receivable 0 50,000
50,000
Total Current Assets 0 69,082
69,082
Organizational costs, net 0 0
0
Total Assets $ 0 $ 69,082 $
$ 69,082
=================== ============
===========
Liabilities And Shareholders Equity:
Current Liabilities
Accounts Payable $ 0 0
0
Total Current Liabilities 0 0
0
Shareholders' Equity:
Common Stock 1,000 106,600 107,600
Stock Subscription Receivable (765) 0
(765)
Additional Paid-In Capital 0 193,400
193,400
Accumulated Deficit (235) (230,918)
(231,153)
-------------------
- --------------- -----------
Total Shareholders' Equity 0 69,082
69,082
-------------------
- --------------- -----------
Total Liabilities and Shareholders'
Equity $ 0 $ 69,082 $
$ 69,082
F/N See accompanying notes to financial statements.
[CAPTION]
The Internet corp.Net, Inc.
Pro Forma Combined Condensed Statement of Operations
December 31, 1999
(Unaudited)
TheInternetCorp
.net, Inc.
TheInternet RiderNews Pro Forma
Combined
Adjustment
Pro Forma
__________ _________ __________
_______________
Sales $ 0 $ 0 $
$ 0
Cost of Sales 0 0
0
Gross Profit 0 0
0
Operating Expenses 235 233,245
233,480
Interest Income 0 2,327
2,327
Net Loss $ (235) $(230,918) $
$ (231,153)
Net Loss Per Share $ Nil $ Nil $
$ Nil
Weighted Average Shares
Outstanding 1,000,000 11,060,000
12,060,000
========= =========== ==========
===============
F/N See accompanying notes to financial statements.
[CAPTION]
The InternetCorp.Net, Inc.
Pro Forma Combined Condensed Statement of Cash Flows
December 31, 1999 (unaudited)
TheInternetCorp
.net, Inc.
TheInternet RiderNews Pro Forma
Combined
Adjustment
Pro Forma
__________ _________ __________
_______________
Cash Flows from Operating Activities
Net Income (Loss) $ (235) $(230,918) $
$ (231,153)
Depreciation and Amortization 0 0
0
Accrued Interest Receivable 0 (667)
(667)
Net Cash Used in Operations (235) (231,585)
(231,820)
Cash Flows from Investing Activities
Purchase of Note Receivable 0 (50,000)
(50,000)
Organizational Costs 0 0
0
Net Cash Used in Investing 0 (50,000)
(50,000)
Cash Flows from Financing Activities
Issuance of Common Stock 235 300,000
300,235
Net Cash Provided by Financing 235 300,000
300,235
Net Increase in Cash 0 18,415
18,415
Cash, April 29, 1999 (TheInternetCorp.net, Inc.) 0 -
Cash March 16, 1999 (RiderNews) - 300,000
Cash December 31, 1999 0 18,415
18,415
<F/N> See accompanying notes to financial statements.
[CAPTION]
NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS
NOTES TO UNAUDITED PRO FORMA
COMBINED CONDENSED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRESENTATION.
The accompanying pro forma unaudited condensed financial statements ("pro
forma statements") of TheInternetCorp.net, Inc. have been prepared from the
audited financial statements of TheInternetCorp.net, Inc. and RiderNews.com,
Inc. as at and for the eight and nine month periods, respectively, ended on
December 31, 1999, together with other information made available to the
companies. In the opinion of management, these pro forma statements include
all adjustments necessary for a fair presentation. These entities are not
related to each other.
NOTE 2. PRO FORMA ASSUMPTIONS.
The pro forma unaudited condensed balance sheet gives effect to a new
acquisition agreement dated June 26 of 2000 between TheInternetCorp.net,
Inc. and RiderNews.com, Inc.. Under the terms of this agreement,
TheInternetCorp.net, Inc. will issue 11,060,000 shares of common stock,
$.001 par value, to the existing shareholders of RiderNews.com, Inc. for
11,060,000 shares of common stock of RiderNews.com, Inc., $0.01 par value.
In addition, TheInternetCorp.net, Inc. will issue a warrant to purchase
500,000 shares of TheInternetCorp.net, Inc. common stock at an exercise
price of $0.10 per share to an existing warrantholder of RiderNews.com, Inc.
to replace the existing warrant previously under the same terms issued by
RiderNews.com, Inc., which will be cancelled. In addition, of the 1,000,000
common shares of TheInternetCorp.net, Inc. outstanding prior to the
effective date of the acquisition agreement, the company will have
12,060,000 shares issued and outstanding.
The pro forma unaudited consolidated condensed balance sheet is compiled as
if the transaction had occurred on December 31, 1999. The pro forma
condensed consolidated statements of income and cash flows for the period
ended on December 31, 1999 also give effect as if the acquisition had
occurred on April 29, 1999 (inception date).
NOTE 3. PER SHARE INFORMATION.
Pro forma net income (loss) per common share have been calculated using the
weighted average number of TheInternetCorp.net, Inc.'s common shares
outstanding during the period ended December 31, 1999 plus the common shares
to be issued under the acquisition agreement as if the additional shares
were outstanding throughout the period.
NOTE 4. ACQUISITION ACCOUNTING METHOD.
The pro forma statements have been compiled using the pooling of interests
method as the accounting principle applied to the acquisition agreement.
NOTE 5. YEAR END.
The year ends of TheInternetCorp.net, Inc. is the calendar year ending on
December 31.
ITEM 8 - CHANGE IN FISCAL YEAR
The Company has a fiscal year end of December 31 and RiderNews's fiscal
year is June 30. The Company will retain its December 31 fiscal year end.
[CAPTION]
EXHIBITS
2.0 Exchange Agreement and Plan of Reorganization
3.0 Articles of Incorporation for RiderNews
3.1 Articles of Amendment to Articles of
Incorporation for RiderNews
3.2 Amended and Restated Articles of Incorporation
for RiderNews
3.3 By-Laws of Cycle.com, Inc.
23.1 Consent of Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
THEINTERNETCORP.NET, INC.
Karen Bohringer
- ----------------------------------
Karen Bohringer, President
and Chairman of the Board
Date: June 29, 2000
[CAPTION]
EXHIBIT 2.0
EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION
THIS EXCHANGE AGREEMENT AND PLAN OF REORGANIZATION dated as of the 26th day
of June, 2000 (the "Agreement") is made by and among THEINTERNETCORP.NET,
INC., a Nevada corporation ("TICN"), a public reporting company, 101
Colombard Court, Ponte Vedra, Florida 32082 and RIDERNEWS.COM, INC., a
private Florida corporation ("RiderNews"), 3700 Susan St., Ste. 200, Santa
Ana, CA 92704 and,
WITNESSETH:
WHEREAS, TICN desires to acquire one hundred percent (100%) of all of the
common stock of RiderNews;
AND, WHEREAS, RiderNews wishes to exchange one hundred percent (100%) of its
shares to TICN;
NOW, THEREFORE, in consideration of the mutual promises and representations
contained herein, the parties to this contract agree as follows:
ARTICLE I
Exchange of Shares
1.1 Exchange of Shares. Subject to the terms and conditions of this
agreement, RiderNews agrees to exchange ("the Exchange") 11,060,000 common
shares, which represents all of its outstanding shares of common stock, with
the par value of $0.01, for 11,060,000 shares of TICN. For federal income
tax purposes, this Exchange is intended to constitute a reorganization
within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of
1986, as amended. On the Effective Date, all rights with respect to
RiderNews Common Stock under the RiderNews Warrants that are then
outstanding, if any, shall be converted into TICN warrants and become rights
with respect to TICN Common Stock..
1.2 Closing Date. The Exchange shall become effective (the "Closing Date")
on the date shown above or as soon as possible at the offices of TICN unless
another place or time is agreed upon in writing by the parties without
requiring the meeting of the parties hereof. All proceedings to be taken and
all documents to be executed at the Closing shall be deemed to have been
taken, delivered and executed simultaneously, and no proceeding shall be
deemed taken nor documents deemed executed or delivered until all have been
taken, delivered and executed. The date of Closing may be accelerated or
extended by agreement of the parties. Closing shall take place upon the
fulfillment by each party of all the conditions of Closing required herein,
but not later than 15 days following execution of this agreement unless
extended by mutual consent of the parties.
1.3 Form of Documents. Any copy, facsimile telecommunication or other
reliable reproduction of the writing or transmission required by this
Agreement or any signature required thereon may be used in lieu of an
original writing or transmission or signature for any and all purposes for
which the original could be used, provided that such copy, facsimile
telecommunication or other reproduction shall be a complete reproduction of
the entire original writing or transmission or original signature.
1.4 The Articles of Incorporation and Bylaws of TICN shall continue in
effect on and after the Effective Date. The Articles of Incorporation and
Bylaws of RiderNews shall continue in effect on and after the Effective Date.
1.4 Dissenting Shares. Any shares of capital stock of RiderNews that, as of
the Effective Date, are or may become "dissenting shares" within the meaning
of Section 607 of the Florida Business Corporation Act shall not be
converted into or represent the right to receive TICN Common Stock in
accordance with Article 1.1, and the holder or holders of such shares shall
be entitled only to such rights as may be granted to such holder or holders
under Section 607 of the Florida Business Corporation Act. RiderNews shall
give TICN prompt notice of any written demand received by RiderNews prior to
the Effective Date to require RiderNews to purchase shares of capital stock
of RiderNews pursuant to Section 607 of the Florida Business Corporation Act
and of any other demand, notice or instrument delivered to RiderNews prior
to the Effective Date, and the opportunity to participate in all
negotiations and proceedings with respect to any such demand, notice or
instrument. RiderNews will comply with the relevant provisions of Section
607 of the Florida Business Corporation Act.
ARTICLE II
Representations and Warranties of RiderNews.
RiderNews represents and warrants to TICN that:
2.1 Organization. RiderNews warrants that it is a corporation duly
organized, validly existing; and in good standing in the State of Florida
and has all the necessary powers to own its properties and to carry on its
business as now owned and operated by it in such States and/or countries its
business requires qualifications.
2.2 Capital. The authorized capital stock of RiderNews is comprised of One
Hundred Million (100M) shares of Common Stock, par value $0.01 per share
(the "RiderNews Stock"), of which 11,060,000 shares are issued and
outstanding. There currently are not, and at the closing date and time of
this agreement, there shall not be any outstanding subscriptions, options,
rights, warrants, debentures, or other instruments, convertible securities
or other agreements or commitments obligating RiderNews to issue or transfer
from treasury any additional shares of its capital stock of any class,
except for one warrant for 500,000.
2.3 Subsidiaries. RiderNews has no subsidiaries, nor does it own any interest
in any other enterprise.
2.4 Directors and Officers. The Board of Directors of TICN shall remain
with the addition of Mr. Vincent van den Brink after the exchange of stock.
2.5 Financial Statements. It is understood by the parties that RiderNews
or any of its agents, servants or employees are not making any
representation with respect to any activity of any other firm, person, or
corporation. RiderNews does however represent and warrant that the
information furnished by RiderNews, its agents, servants or employees for
and on behalf of TICN by RiderNews is true, correct and accurate.
2.6 Tax Returns. RiderNews is current on all of its Federal, State or
local tax returns required by law, nor is RiderNews required by law to pay
any taxes, assessments and penalties, and none are due and payable. There
are no present disputes as to taxes of any nature, payable by RiderNews.
2.7 Trade Names and Rights. RiderNews owns and holds all necessary
trademarks, service marks, trade names, copyrights, patents, domain names
and proprietary information, and other rights necessary to do its business
as now conducted or proposed to be conducted.
2.8 Compliance with Laws. RiderNews has complied with, and is not in
violation of any applicable Federal, State, or local statutes, laws, and
regulations affecting its properties or the operation of its business.
2.9 Litigation. RiderNews is not involved as a defendant or plaintiff in
any suit, action, arbitration, or legal, administrative or other proceeding,
which to the best knowledge of RiderNews, would affect RiderNews or its
business, assets, or financial condition in a negative manner; or,
governmental investigation which is pending; or, to the best of the
knowledge of RiderNews, threatened against or affecting RiderNews or its
business assets or financial condition. RiderNews is not in default with
respect to any order, writ, injunction or decree of any Federal, State,
local or foreign court, department, agency, or instrumentality applicable to
it.
2.10 Authority. RiderNews has authorized the execution of this agreement
and the consummation of the transaction contemplated herein, and RiderNews
has full power and authority to execute, deliver, and perform this
agreement, and this agreement is executed by one director so authorized by
the board of directors of RiderNews, and is a legal, valid, and binding
obligation of RiderNews, and is enforceable in accordance with its terms and
conditions.
2.11 Ability to Carry Out Obligations. The execution and delivery of this
agreement by RiderNews and the performance by RiderNews of its obligations
hereunder in the time and manner contemplated will not cause, constitute, or
conflict with, or result in any of the following: (a) a breach or violation
of any provisions of or constitute a default under any license, indenture,
mortgage instrument, article of incorporation, bylaw, other agreement or
instrument to which RiderNews is a party, or by which it may be bound, nor
will any consents or authorizations of any party other than those required,
(b) any event that would permit any party to any agreement or instrument to
terminate it or to accelerate the maturity of any indebtedness or other
obligation of RiderNews , or, (c) an event that would result in the creation
or imposition of any lien, charge, encumbrance on the asset of RiderNews .
2.12 Full Disclosure. None of the representations and warranties made by
RiderNews herein, or any exhibit, certificate or memorandum furnished or to
be furnished by RiderNews on behalf of RiderNews , contains or will contain
any untrue statement of material fact, or omit any material fact, the
omission of which would be misleading, provided that the auditor of
RiderNews financial statements shall be ultimately responsible for
certifying the truth and accuracy of RiderNews ' audited financial statement.
2.13 Material Contracts. RiderNews has no material contracts to which it
is a party or by which it
is bound, other than those known to the directors of RiderNews and TICN.
2.14 Securities. RiderNews acknowledges that the Exchange Shares to be
issued hereunder shall be registered pursuant to an SB-2 registration
statement filed under the Securities Act. The certificate representing such
shares shall bear a restrictive legend with respect to the Securities Act,
and such shares may not be freely sold and distributed under the Securities
Act, until such shares are registered.
2.15 Board Approval. The approval and adoption of this Agreement and Plan
of Reorganization by the Board of Directors is a condition precedent to the
undertaking and obligation of TICN to exchange its shares for RiderNews shares.
ARTICLES III
Representations and Warranties of TICN
TICN warrants and represents to RiderNews that:
3.1 Organization. TICN is a corporation duly organized, validly existing,
and in good standing in the State of Nevada, and TICN warrants that it is a
duly organized, validly existing corporation, in good standing, and has all
of the necessary powers to own its properties and to carry on its business
as now owned and operated by it in such States its business requires
qualifications. TICN warrants that it has One (1) shareholder (of record and
beneficially), that it has filed its Form l0-SB with the SEC, and that all
necessary SEC filings will have been made by TICN.
3.2 Capital. The issued capital stock of TICN is 1,000,000 shares. The
authorized capital stock of TICN is comprised of 50,000,000 shares of Common
Stock, $0.001 par value per share (the "TICN Stock"), of which 1,000,000
shares are issued and outstanding. In addition, it has authorized but
unissued 10,000,000 shares of $0.001 par value Preferred Stock.
3.3 Subsidiaries. TICN has no subsidiaries, nor does it own any interest
in any other enterprise.
3.4 Tax Returns. TICN has filed all necessary Federal, State and/or local
tax returns required by law. TICN has paid and discharges all taxes,
assessments and penalties, and none are due and payable. There are no
present disputes as to taxes of any nature, payable by TICN. TICN warrants
that it does not owe any state or federal withholding taxes.
3.5 Trade Names and Rights. TICN owns and holds all necessary trademarks,
service marks, trade names, copyrights, patents, and proprietary
information, and other rights necessary to do its business as now conducted
or proposed to be conducted.
3.6 Compliance with Laws. TICN has complied with, and is not in violation
of any applicable Federal, State, or local statutes, laws, and regulations
affecting its properties or the operation of its business.
3.7 Litigation. TICN is not involved as a defendant or plaintiff in any
suit, action, arbitration, or legal, administrative or other proceeding,
which to the best knowledge of TICN, that would affect TICN or its business,
assets, or financial condition in a negative manner; or, governmental
investigation which is pending; or, to the best of the knowledge of TICN,
threatened against or affecting TICN or its business assets or financial
condition. TICN is not in default with respect to any order, writ,
injunction or decree of any Federal, State, local/foreign court, department,
agency, or instrumentality applicable to it.
3.8 Authority. Karen Bohringer is the owner of 1,000,000 shares of TICN,
has authorized the execution of this Agreement and the consummation of the
transaction contemplated herein, and that TICN has full power and authority
to execute, deliver, and perform this agreement, and this Agreement is
executed by its one director so authorized by the board of directors of
TICN, and is a legal, valid, and binding obligation of TICN, and is
enforceable in accordance with its terms and conditions.
3.9 Ability to Carry Out Obligations. The execution and delivery of this
agreement by TICN and the performance by TICN of its obligations hereunder
in the time and manner contemplated will not cause, constitute, or conflict
with, or result in any of the following: (a) a breach or violation of any
provisions of or constitute a default under any license, indenture, mortgage
instrument, article of incorporation, bylaw, other agreement or instrument
to which TICN is a party, or by which it may be bound, nor will any consents
or authorizations of any Party other than those required, (b) any event that
would permit any party to any agreement or instrument to terminate it or to
accelerate the maturity of any indebtedness or other obligation of TICN, or,
(c) an event that would result in the creation or imposition of any lien,
charge, encumbrance on the asset of TICN.
3.10 Full Disclosure. None of the representations and warranties made by
TICN herein, or any exhibit, certificate or memorandum furnished or to be
furnished by TICN, contains or will contain any untrue statement of material
fact, or omit any material fact, the omission of which would be misleading.
3.11 Filing With SEC. Within 60 business days following the date of this
Agreement, TICN shall prepare and file with the SEC under the Securities Act
of 1933, a Form 8-K and a subsequent registration statement SB-2 covering
all shares of RiderNews Stock issuable as a consequence of this Agreement.
ARTICLE IV
Covenants Prior to and Subsequent to Closing
4.1 Covenants Prior to and Subsequent to Closing. It is agreed between the
parties hereto that RiderNews may visit the offices of TICN or TICN may
visit the offices of RiderNews to obtain copies of data contained in all
currently active files or current contracts and agreements of any and all
categories of business, with any company or person. Any and all such data
and documentation not previously released by RiderNews, and being currently
in the possession of RiderNews, shall be delivered into hands of the
officers of TICN, or to be delivered to an office of TICN. Any and all such
data and documentation not previously released by TICN and necessary to this
agreement, and being currently in the possession of TICN shall be delivered
into hands of the officers of RiderNews, or to be delivered to an office of
RiderNews. Such data and documentation shall include all copies of files,
documents, shareholders and directors minutes, minute books/records, etc.,
at the earliest possible time, on or after the closing date hereof.
ARTICLE V
Conditions Precedent to Performance by Parties
5.1 Conditions. Parties to this agreement and the obligations hereunder
shall be subject to the satisfaction at closing of all the conditions set
forth in Article II and Article III. The party to whom a duty is owed or is
owed an obligation of the other party to this contract waive any or all of
these conditions in whole or in part, provided, however, that no such waiver
of a condition shall constitute a waiver by the party so making a waiver of
any other condition of, or any of said parties other rights or remedies, at
law or in equity, if either party is in default of any of the
representations, warranties or covenants under this agreement.
5.2 Accuracy of Representations. Except as otherwise permitted by this
agreement, all representations and warranties by either party in agreement
or in any other written statement delivered to the other under this
agreement shall be true and accurate on and as of the closing date as though
made at this time.
5.3 Performance. The parties shall have performed, satisfied and complied
with all covenants, agreements and conditions required by this agreement to
be performed or complied with it on or before the closing date.
5.4 Absence of Litigation. No action, suit, or proceeding before any court
or any governmental body or authority, pertaining to the transaction
contemplated by this agreement or its consummation, shall have been
instituted or threatened against either RiderNews or TICN on or before the
closing date. No action, suit, or other proceeding before any court or other
governmental body or authority that could jeopardize or put at risk of loss,
the current assets of TICN or RiderNews, shall have been instituted or
threatened against either on or before the closing date of this agreement.
TICN and/or RiderNews shall resolve in its favor any dispute, action, or
threatened legal action, from any court or any governmental body, prior to
the closing date of this agreement, in the event any such action or so
threat of action should currently exist. Any dispute in which TICN or
RiderNews may have a part, any action, suit or proceeding by any person,
entity, court or governmental body or authority against TICN and/or
RiderNews left unresolved on the closing date of this agreement, shall
immediately render this Agreement, on that date forever null and void,
without further notice from either TICN or RiderNews.
ARTICLE VI
Miscellaneous
6.1 Termination Prior to Closing. (a) If the Closing has not occurred by
June 30, 2000, subject to a 30 day extension by RiderNews, or any other
extension as agreed by the parties (the "Termination Date"), any of the
parties hereto may terminate this Agreement at any time thereafter by giving
written notice of termination to the other parties; provided, however, that
no party may terminate this Agreement if such party has willfully or
materially breached any of the terms and conditions hereof. Said termination
date may be extended or may be terminated prior to the termination date only
by written agreement of the parties hereto. This Agreement may be canceled
prior to the execution of the above stated term in the event of the
following events:
a.) By mutual written agreement, in the event either party files for
relief under federal bankruptcy proceedings, in the event involuntary
bankruptcy proceedings are initiated against either party hereto in the
event of death, liquidation, physical or mental incapacity of either party
hereto, and, in the event of fraud or misrepresentation by one of the
parties hereto.
6.2 Amendment or Modification. This agreement shall represent the entire
agreement by and between the parties hereto except as otherwise provided
herein and it may not be changed except by written agreement duly executed
by all of the parties hereto.
6.3 Assignment. Neither party shall have the right to transfer or assign
his interest in this Agreement without the prior written consent of the
other party hereto, which consent shall not be unreasonably withheld.
6.4 Corporate Authority. If any party hereto is a legal entity, including
but not limited to, an association, corporation, joint venture, limited
partnership, partnership, or trust such party represents to the other that
this agreement and the transactions contemplated herein and the execution
and delivery hereof have been duly authorized by all necessary corporate
partnership or trust proceedings and actions including but without
limitation to the action on the part of the directors, officers and agents
of said entity. Furthermore, said party represents that appropriate
corporate meetings were held to authorize the aforementioned obligations and
certified copies of such corporate minutes and corporate resolutions
authorizing this transaction have been delivered to all parties to this
agreement prior to or at the time of execution of this agreement.
6.5 Dispute or Contest: Attorney's Fees. In the unlikely event that a
dispute occurs or a cause of action in law or equity arises out of the
operation, construction, interpretation or enforcement of this Agreement,
the losing party shall bear the cost of the attorneys fees incurred by the
prevailing party ; and any and all costs applicable thereto, including but
not limited to, court costs, deposition fees, out of pocket expenses and
travel expenses which are incurred by the prevailing party.
6.6 Dispute or Contest: Arbitration. In the unlikely event that a dispute
occurs applicable to the operation, construction, interpretation or
enforcement of this agreement, the parties hereby agree to submit said
dispute to a commercial arbitrator so that the matter may be arbitrated in
lieu of resolving said dispute in a court of law or equity. The parties
shall choose an arbitrator from the American Arbitration Association
pursuant to the following process:
The parties shall request from the American Arbitration Association a list
of nine commercial arbitrators and each party, assuming there are two
parties to the agreement, shall have four strikes and thereby strike from
said list the arbitrators they do not wish to use. The remaining arbitrator,
the one that has not been stricken, shall be the arbitrator that shall hear
the matter. The parties agree to follow the American Arbitration Association
rules, guidelines and procedures. The Arbitrator shall set the matter for
hearing; and shall control the procedures used therein .The parties shall
abide by the arbitrator's decision, which shall be final and binding. The
parties hereto agree that there shall be no right to appeal the arbitrator's
decision. In the event the losing party refuses to comply with the
arbitrator's decision, parties hereby agrees to an award of Five Thousand
and No/l00ths ($5,000.00) Dollars as punitive and/or liquidated damages for
said party's noncompliance with the arbitrator's decision. Said party
furthermore agrees to reimburse the prevailing party any and all attorneys
fees, and costs of litigation incurred in order to compel the losing party's
performance in compliance with the arbitrator's decision.
6.7 Confidential Information. The parties hereto agree that the
information and data at each other's disposal during the term of the
negotiation of this agreement, operation and enforcement of this Agreement
is considered proprietary information and confidential. Such information if
disseminated to third parties would be detrimental to the owner of said
proprietary data. Accordingly, each party hereto agrees to take any and all
reasonable precautions to restrict the dissemination of such information by
its employees, agents or subcontractors. This obligation shall continue
notwithstanding the termination of this Agreement for a period of five years
from the closing date of this agreement. During the term of this Agreement
or any extension thereto, neither party shall permit access by any
non-affiliated to said proprietary information without the other party's
written permission thereto.
6.8 Defense, Hold Harmless and Indemnity Clause. It is the specific and
express intent and the agreement of the parties hereto that in the event one
party hereto should cause, either directly or indirectly, damage, loss,
destruction, liability or claims against the other party as a result of
intentional conduct, negligence or otherwise, said offending party shall
hold harmless and indemnify the other party from any and all obligations,
liabilities, cause of actions, law suits, damages, assessments, including
legal fees etc, as a result of said offending party's intentional actions or
negligence. This indemnification clause shall survive this Agreement and be
enforceable as a separate agreement in the event necessary.
6.9 Force Majeure. Neither party shall be liable or responsible to the
other party for any delay, damage, loss, failure, inability to perform
caused by "force majeure. " The term "force majeure", as used in this
agreement, shall mean an act of God, strike, act of the public enemy, war,
mines or other items of ordinance, blockage, public rioting, lightning,
fire, storm, flood, explosions, inability to obtain materials, supplies,
labor permits, servitudes, rights of way, acts or restraints of any
governmental authority, epidemics, landslides, lightning storms,
earthquakes, floods, storms, washouts, arrests, restraints of rulers and
peoples, civil disturbances, explosions, breakage or accident to machinery
or lines of equipment, temporary failure of equipment, freezing of equipment
and any other cause whether of the kinds specifically enumerated above or
otherwise which are not reasonably within the control of the parties hereto
and which by the exercise of due diligence could not be reasonably prevented
or overcome. Such causes or contingencies effecting the performance of this
agreement by any party hereto shall not relieve such party of liability in
the event of its concurring negligence or in the event of its failure to
remedy this situation if it is within its reasonable control or it could
reasonably remove the cause which has prevented its performance. The parties
shall use all reasonable dispatch to remove all contingencies effecting the
performance of this agreement. This clause shall not relieve any party from
its obligations to make payments of amounts then due for previous work; or
obligations contemplated and performed hereunder. Furthermore, the party
asserting this privilege shall give a full and complete notice of the facts
which it considers to excuse its performance under this "force majeure"
clause. The parties hereto agree in the event time limits are not met under
this agreement as a result of "force majeure", to an extension of said time
limit or deadline for the number of days for which the "force majeure"
condition existed and after said force majeure condition has expired, the
contract shall continue under the same operations and circumstances as
existed prior to the "force majeure" event.
6.10 Further Assurances. Each party hereto further agrees that it shall
take any and all necessary steps, sign and execute any and all necessary
documents or documents which are required to implement the terms of the
agreement of the parties contained in this contract, and each party shall
refrain from taking any action, either expressly or impliedly, which would
have the effect of prohibiting or hindering the performance of the other
party to this Agreement. This Agreement and exhibits attached hereto and
incorporated herein contain the entire agreement of the parties, and there
are no representations, inducements, promises, agreements, arrangements,
undertakings, oral or written, between the parties hereto other than those
expressly set forth hereinabove and duly executed in writing. No agreement
of any kind shall be binding upon either party until the same has been made
in writing and duly executed by both parties hereto. Upon execution of this
agreement by all parties, all previous agreements, contracts, arrangements
or undertakings of any kind relative to the matters contained herein are
hereby canceled and all claims and demands not contained in this agreement
are deemed fully completed and satisfied.
6.11 Independent Status. It is agreed and understood that any work
requested by the parties hereto shall be performed under the terms of the
Agreement and that all parties hereto are considered independent
contractors. Each party is interested only in the results obtained hereunder
and has the general right of inspection and supervision in order to secure
the satisfactory completion of such work. Neither party shall have control
over the other party with respect to its hours, times, employment etc. Under
no circumstances shall either party hereto be deemed an employee of the
other, nor shall either party act as an agent of the other party.
Furthermore, the parties hereto warrant that all obligations imposed on them
by this Agreement shall be performed with due diligence in a safe competent
workmanlike manner and in compliance with any and all applicable statutes,
rules and regulations. Any and all joint venture or partnership status is
hereby expressly denied and the parties expressly state that they have not
formed either expressly or impliedly a joint venture or partnership.
6.12 Captions and Paragraph Headings. The captions, numbering sequences,
titles, paragraph headings and punctuational organization used in this
Agreement are for convenience only and shall in no way define, limit or
describe the scope or intent of this agreement or any part thereof. The
paragraph headings used herein are descriptive only and shall have no legal
force or effect whatsoever other than to aid a reasonable interpretation of
the agreement. The titles to each of the various articles and paragraphs are
included for convenience or reference only and shall have no effect on or be
deemed as part of the text of this Agreement. Use of pronouns such as the
use of neuter, singular or pronouns refer to the parties described herein
and shall be deemed a proper reference even though the parties may be an
individual, partnership, corporation, association, trust, group of two or
more individuals, partnerships, corporations or joint venture. Any necessary
grammatical changes required to make the provisions of this Agreement apply
in the plural sense where there is more than one party to this Agreement and
to either corporations, associations, partnerships, trusts, individuals,
males or females, shall in all instances be assumed as though each case were
fully expressed. If any word, phrase, clause or paragraph or other provision
of this agreement is adjudicated or otherwise found to be against public
policy, void or unenforceable, then said words or provisions shall be
deleted or modified in keeping with the express intent of the parties hereto
as necessary to render this Agreement valid and enforceable. All such
deletions or modifications shall be the minimum required to effect the
foregoing and the intent of the parties to this Agreement.
6.13 Multiple Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which
when taken together shall constitute but one and the same Agreement. In the
event that a comparison of said multiple agreements reveals that said
Agreements contain differences or inconsistencies, then the Agreement which
is first executed and signed by all of the parties hereto, shall be deemed
the original Agreement and all said other agreements, although duly signed
by the said parties, shall be deemed inferior and subordinate to the
aforesaid first signed Agreement.
6.14 Notices. Any and all notices or other communications required or
permitted to be even pursuant to this Agreement shall be in writing and
shall be considered as properly given if mailed by certified, return receipt
requested mail, postage prepaid and addressed as follows:
To:
TheInternetCorp.net, Inc.
101 Colombard Court
Ponte Vedra, Florida 32082
RiderNews.com, Inc.
3700 Susan St., Ste. 200
Santa Ana, CA 92704
Either party hereby reserves the right to designate in writing to the other
party a change of address or other place that said notices shall be sent to.
6.15 No Waiver. The failure or delay of either party in the enforcement of
the rights detailed herein shall not constitute a waiver of said rights nor
shall it be considered as a basis for estoppel either at equity or at law.
Such party may exercise its rights herein despite said delay or failure to
enforce said rights at the time the cause of action or right or obligation
arose.
6.16 Parties Bound Clause. This Agreement shall be binding upon and inure
to the benefit to the parties hereto, their respective heirs, executors,
administrators, legal representatives, successors and assigns. The parties
hereto expressly agree that in the event a party hereto seeks to or does
transfer any and all, or part of its assets to a separate entity, not a
party to this agreement, said entity shall be liable under this Agreement as
if said transfer had not occurred.
6.17 Severability. If any provisions of this agreement shall for any
reason be held violative of any applicable law, governmental rule or
regulation, or if said Agreement is held to be unenforceable or
unconscionable then the invalidity of such specific provision herein shall
not be held to invalidate the remaining provisions of this Agreement. Such
other provisions and the entirety of this Agreement shall remain in full
force and effect unless the removal of said invalid provision destroys the
legitimate purposes of this Agreement in which event this Agreement shall be
null and void.
6.18 State Law and Venue Determination. This Agreement shall be subject to
and governed under the laws of the State of Florida. Any and all obligations
are performable and payable in Ponte Vedra, Florida. The parties hereto
agree that venue for purposes of any and all lawsuits, cause of actions,
arbitrations or other disputes shall be in Ponte Vedra, Florida.
6.19 Status of Agreement and Prior Understandings. This Agreement and the
exhibits attached hereto and incorporated herein, if any, contains the
entire Agreement of the Parties and there are no representations,
inducements, promises, agreements, arrangements or undertakings, oral or
written between the Parties hereto other than those set forth and duly
executed in writing. No agreement of any kind shall be binding upon either
Party unless and until the same has been made in writing and duly executed
by both Parties.
6.20 Time. Time is of the essence in this Agreement and, accordingly, all
time limits shall be strictly construed and strictly enforced. Failure of
one party to this Agreement to meet a deadline imposed hereunder shall be
considered a material and significant breach of this Agreement and shall
entitle the non breaching party to any and all rights of default as stated
hereinabove.
6.21 Acceptance. This Agreement shall not be binding until it is executed
by both parties to this
agreement.
6.22 Date of Effectiveness. This Agreement shall become effective upon the
execution of the same by all of the parties hereto and all obligations
contained herein shall be conclusive and binding upon all of the parties
hereto. Accordingly, this Agreement shall no longer be considered executory
as of the date that all parties have affixed their signatures hereto.
6.23 Signatory Clause. This Agreement is signed, accepted and agreed to by
all parties hereto by and through the parties or their agents or authorized
representatives. All parties hereto hereby acknowledge that they have read
and understand this Agreement and the attachments and/or exhibits hereto.
All parties further acknowledge that they have executed this legal document
voluntarily and of their own free will.
6.24 Public Disclosure. From and after the date hereof through the Closing
Date, RiderNews shall not issue a press release or any other public
announcement with respect to the transactions contemplated hereby without
the prior consent of TICN, which consent shall not be unreasonably withheld
or delayed. It is understood by RiderNews that TICN is required under the
Exchange Act to make prompt disclosure of any material transaction.
THE PARTIES TO THIS AGREEMENT HAVE READ THIS AGREEMENT, HAVE HAD THE
OPPORTUNITY TO CONSULT WITH INDEPENDENT COUNSEL OF THEIR OWN CHOICE, AND
UNDERSTAND EACH OF THE PROVISIONS OF THIS AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and year first above written.
THEINTERNETCORP.NET, INC. THE SHAREHOLDER OF THEINTERNETCORP.NET, INC.
By: Karen Bohringer By: Karen Bohringer
_________________________ ___________________________________________
Karen Bohringer, President Karen Bohringer, President
RIDERNEWS.COM, INC.
By: Karen Bohringer
_______________________________________
Karen Bohringer, Director and President
RIDERNEWS.COM, INC.
By: Vincent van den Brink
_____________________________________________
Vincent van den Brink, Director and Secretary
[CAPTION]
EXHIBIT 3.0
ARTICLES OF INCORPORATION
OF CYCLE-PARTS.COM, INC.
The undersigned subscriber to these Articles of Incorporation is a natural
person competent to contract and hereby form a Corporation for profit under
Chapter 607 of the Florida Statutes.
ARTICLE 1-NAME
The name of the Corporation is CYCLE-PARTS.COM, INC., (hereinafter,
"Corporation").
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business permitted
under the laws of the United States and of the State of Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is 343 Almeria
Avenue, Coral Gables, Florida 33134 and the mailing address is Post Office
Box 141673-1673, Gainesville, Florida 32614.
ARTICLE 4 - INCORPORATOR
The name and street address of the incorporator of this Corporation is:
Elsie Sanchez
343 Almeria Avenue
Coral Gables, Florida 33134
ARTICLE 5 - OFFICERS
The officers of the Corporation shall be:
President: Rob A. Rill
Secretary: Rob A. Rill
Treasurer: Rob A. Rill
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 6 - DIRECTOR(S)
The Director(s) of the Corporation shall be:
Rob A. Rill
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 7 - CORPORATE CAPITALIZATION
7.1 The maximum number of shares that this Corporation is authorized
to have outstanding at any time is ONE HUNDRED MILLION (100,000,000) shares
of common stock, each share having the par value of ONE CENT ($0.01).
7.2 No holder of shares of stock of any class shall have any
preemptive right to subscribe to or purchase any additional shares of any
class, or any bonds or convertible securities of any nature; provided,
however, that the Board of Director(s) may, in authorizing the issuance of
shares of stock of any class, confer any preemptive right that the Board of
Director(s) may deem advisable in connection with such issuance.
7.3 The Board of Director(s) of the Corporation may authorize the
issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized, or securities convertible into shares of its stock
of any class, whether now or hereafter authorized, for such consideration as
the Board of Director(s) may deem advisable, subject to such restrictions or
limitations, if any, as may be set forth in the bylaws of the Corporation.
7.4 The Board of Director(s) of the Corporation may, by Restated
Articles of Incorporation, classify or reclassify any unissued stock from
time to time by setting or changing the preferences, conversions or other
rights, voting powers, restrictions, limitations as to dividends,
qualifications, or term or conditions of redemption of the stock.
ARTICLE 8 - SHAREHOLDERS' RESTRICTIVE AGREEMENT
All of the shares of stock of this Corporation may be subject to a
Shareholders' Restrictive Agreement containing numerous restrictions on the
rights of shareholders of the Corporation and transferability of the shares
of stock of the Corporation. A copy of the Shareholders' Restrictive
Agreement, if any, is on file at the principal office of the Corporation.
ARTICLE 9 - POWERS OF CORPORATION
The Corporation shall have the same powers as an individual to do all
things necessary or convenient to carry out its business and affairs,
subject to any limitations or restrictions imposed by applicable law or
these Articles of Incorporation.
ARTICLE 10 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 11 - REGISTERED OWNER(S)
The Corporation, to the extent permitted by law, shall be entitled to
treat the person in whose name any share or right is registered on the books
of the Corporation as the owner thereto, for all purposes, and except as may
be agreed in writing by the Corporation, the Corporation shall not be bound
to recognize any equitable or other claim to, or interest in, such share or
right on the part of any other person, whether or not the Corporation shall
have notice thereof.
ARTICLE 12 - REGISTERED OFFICE AND REGISTERED AGENT
The initial address of registered office of this Corporation is
Spiegel & Utrera, P.A., located at 343 Almeria Avenue, Coral Gables, Florida
33134. The name and address of the registered agent of this Corporation is
Spiegel & Utrera, P.A., 343 Almeria Avenue, Coral Gables, Florida 33134.
ARTICLE 13-BYLAWS
The Board of Director(s) of the Corporation shall have power, without
the assent or vote of the shareholders, to make, alter, amend or repeal the
Bylaws of the Corporation, but the affirmative vote of a number of Directors
equal to a majority of the number who would constitute a full Board of
Director(s) at the time of such action shall be necessary to take any action
for the making, alteration, amendment or repeal of the Bylaws.
ARTICLE 14 - EFFECTIVE DATE
These Articles of Incorporation shall be effective immediately upon approval
of the Secretary of State, State of Florida.
ARTICLE 15-AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal
any provision contained in these Articles of Incorporation, or in any
amendment hereto, or to add any provision to these Articles of Incorporation
or to any amendment hereto, in any manner now or hereafter prescribed or
permitted by the provisions of any applicable statute of the State of
Florida, and all rights conferred upon shareholders in these Articles of
Incorporation or any amendment hereto are granted subject to this reservation.
ARTICLE 16-INDEMNIFICATION
The Corporation shall indemnify a director or officer of the
Corporation who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the director or officer was a party
because the director or officer is or was a director or officer of the
Corporation against reasonable attorney fees and expenses incurred by the
director or officer in connection with the proceeding. The Corporation may
indemnify an individual made a party to a proceeding because the individual
is or was a director, officer, employee or agent of the Corporation against
liability if authorized in the specific case after determination, in the
manner required by the board of directors, that indemnification of the
director, officer, employee or agent, as the case may be, is permissible in
the circumstances because the director, officer, employee or agent has met
the standard of conduct set forth by the board of directors. The
indemnification and advancement of attorney fees and expenses for directors,
officers, employees and agents of the Corporation shall apply when such
persons are serving at the Corporation's request while a director, officer,
employee or agent of the Corporation, as the case may be, as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
Corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, whether or not for profit, as well as in their official
capacity with the Corporation. The Corporation also may pay for or reimburse
the reasonable attorney fees and expenses incurred by a director, officer,
employee or agent of the Corporation who is a party to a proceeding in
advance of final disposition of the proceeding. The Corporation also may
purchase and maintain insurance on behalf of an individual arising from the
individual's status as a director, officer, employee or agent of the
Corporation, whether or not the Corporation would have power to indemnify
the individual against the same liability under the law. All references in
these Articles of Incorporation are deemed to include any amendment or
successor thereto. Nothing contained in these Articles of Incorporation
shall limit or preclude the exercise of any right relating to
indemnification or advance of attorney fees and expenses to any person who
is or was a director, officer, employee or agent of the Corporation or the
ability of the Corporation otherwise to indemnify or advance expenses to any
such person by contract or in any other manner. If any word, clause or
sentence of the foregoing provisions regarding indemnification or
advancement of the attorney fees or expenses shall be held invalid as
contrary to law or public policy, it shall be severable and the provisions
remaining shall not be otherwise affected. All references in these Articles
of Incorporation to "director", "officer", "employee" and "agent" shall
include the heirs, estates, executors, administrators and personal
representatives of such persons.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged
and filed the foregoing Articles of Incorporation under the laws of the
State of Florida, this March 16, 1999.
Elsie Sanchez
_____________________________
Elsie Sanchez, Incorporator
ACCEPTANCE OF REGISTERED AGENT DESIGNATED
IN ARTICLES OF INCORPORATION
Spiegel & Utrera, P.A., having a business office identical with the
registered office of the Corporation name above, and having been designated
as the Registered Agent in the above and foregoing Articles of
Incorporation, is familiar with and accepts the obligations of the position
of Registered Agent under the applicable provisions of the Florida Statutes.
Spiegel & Utrera, P.A.
______________________
By: Natalia Utrera
Vice President
[CAPTION]
EX-3.1
FILED JAN 11, 2000
SECRETARY OF STATE
TALLAHASSEE, FLORIDA
ARTICLES OF AMENDMENT TO
ARTICLES OF INCORPORATION OF
CYCLE-PARTS.COM, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, the
Florida profit corporation adopts the following Articles of Amendment to its
Articles of Incorporation:
FIRST: Amendments adopted:
Article 1- Name is changed as follows:
The name of the Corporation is Rider News.com, Inc. (hereinafter,
"the Corporation").
Article 3 - Principal Office is changed as follows:
The address of the principal office of this Corporation is 127 South 1st
Ave., Unit 8, Jacksonville Beach, FL 32250 and the mailing address is 127
South 1st Ave., Unit 8, Jacksonville Beach, FL 32250.
Article 5 - Officers is changed as follows:
The officers of the Corporation shall be :
President: Karen Bohringer
Secretary/Treasurer: Gerald I. Quinn
whose addresses shall be the same as the principal office of the Corporation.
Article 6 - Directors is changed as follows:
The Directors of the Corporation shall be:
Karen Bohringer
Gerald I. Quinn
whose addresses shall be the same as the principal office of the Corporation.
Article 12 - Registered Office and Registered Agent is changed as follows:
The address of the Registered Office of the Corporation is 127 South 1st
Ave., Unit 8, Jacksonville Beach, FL 32250. The name and address of the
Registered Agent of this Corporation is Michael Patterson, 127 South 1st
Ave., Unit 8, Jacksonville Beach, FL 32250.
Having been named as Registered Agent and to accept service of process for
the above stated Corporation, the undersigned hereby accepts the appointment
as Registered Agent and agrees to act in this capacity. The undersigned
further agrees to comply with the provisions of all statutes relative to the
proper and complete performance of his duties, and he is familiar with and
accepts the obligations of his position as Registered Agent.
Michael Patterson 12/31/99
__________________________
MICHAEL PATTERSON (Date)
Article 13 - By-Laws is changed as follows:
The Board of Directors is expressly empowered to adopt, amend or repeal
by-laws of the Corporation. Any adoption, amendment or repeal of the by-laws
of the Corporation by the Board of Directors shall require the approval of a
majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the by-laws of the Corporation; provided, however,
that, the affirmative vote of the holders of at least fifty percent (50%) of
the voting power of all of the then-outstanding shares of the capital stock
of the Corporation entitled to vote generally in the election of directors,
voting together as a single class, shall be required to adopt, amend or
repeal any provision of the by-laws of the Corporation.
SECOND: The date of each amendment's adoption is December 14, 1999.
THIRD: The amendments to Articles 1 and Article 6 were approved by the
Shareholders. The number of votes cast for the amendments was sufficient
for approval. All other amendments were adopted by the Board of Directors
without shareholder action and shareholder action was not required.
Signed this 31 day of December, 1999.
Signature: Gerald I. Quinn
Name: Gerald I. Quinn
Director
[CAPTION]
EX-3.2
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF RIDERNEWS.COM, INC.
Pursuant to the provisions of Section 607.1006, Florida Statutes, the
undersigned
corporation adopts the following Amended and Restated Articles of
Incorporation, by shareholder written consent, which was sufficient for
approval, on June 26, 2000:
ARTICLE 1-NAME
The name of the Corporation is RIDERNEWS.COM, INC., (hereinafter,
"Corporation").
ARTICLE 2 - PURPOSE OF CORPORATION
The Corporation shall engage in any activity or business permitted under the
laws of the United States and of the State of Florida.
ARTICLE 3 - PRINCIPAL OFFICE
The address of the principal office of this Corporation is 1206 La Paloma
Place, Lady Lake, FL 32159 and the mailing address is 1206 La Paloma Place,
Lady Lake, FL 32159.
ARTICLE 4 - OFFICERS:
The officers of the Corporation are :
President: Karen Bohringer
Secretary/Treasurer: Vincent van den Brink
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 5 - DIRECTORS:
The Directors of the Corporation are:
Karen Bohringer
Gerald I. Quinn
whose addresses shall be the same as the principal office of the Corporation.
ARTICLE 6 - CORPORATE CAPITALIZATION
6.1 The maximum number of shares that this Corporation is authorized to
have outstanding at any time is ONE HUNDRED MILLION (100,000,000) shares of
common stock, each share having the par value of ONE CENT ($0.01).
6.2 No holder of shares of stock of any class shall have any preemptive
right to subscribe to or purchase any additional shares of any class, or
any bonds or convertible securities of any nature; provided, however, that
the Board of Director(s) may, in authorizing the issuance of shares of
stock of any class, confer any preemptive right that the Board of
Director(s) may deem advisable in connection with such issuance.
6.3 The Board of Director(s) of the Corporation may authorize the
issuance from time to time of shares of its stock of any class, whether now
or hereafter authorized, or securities convertible into shares of its stock
of any class, whether now or hereafter authorized, for such consideration
as the Board of Director(s) may deem advisable, subject to such
restrictions or limitations, if any, as may be set forth in the bylaws of
the Corporation.
6.4 The Board of Director(s) of the Corporation may, by Restated Articles
of Incorporation, classify or reclassify any unissued stock from time to
time by setting or changing the preferences, conversions or other rights,
voting powers, restrictions, limitations as to dividends, qualifications,
or term or conditions of redemption of the stock.
ARTICLE 7 - SHAREHOLDERS' RESTRICTIVE AGREEMENT
All of the shares of stock of this Corporation may be subject to a
Shareholders' Restrictive Agreement containing numerous restrictions on the
rights of shareholders of the Corporation and transferability of the shares
of stock of the Corporation. A copy of the Shareholders' Restrictive
Agreement, if any, is on file at the principal office of the Corporation.
ARTICLE 8 - POWERS OF CORPORATION
The Corporation shall have the same powers as an individual to do all things
necessary or convenient to carry out its business and affairs, subject to
any limitations or restrictions imposed by applicable law or these Articles
of Incorporation.
ARTICLE 9 - TERM OF EXISTENCE
This Corporation shall have perpetual existence.
ARTICLE 10 - REGISTERED OWNER(S)
The Corporation, to the extent permitted by law, shall be entitled to treat
the person in whose name any share or right is registered on the books of
the Corporation as the owner thereto, for all purposes, and except as may
be agreed in writing by the Corporation, the Corporation shall not be bound
to recognize any equitable or other claim to, or interest in, such share or
right on the part of any other person, whether or not the Corporation shall
have notice thereof.
ARTICLES 11 - REGISTERED OFFICE AND REGISTERED AGENT IS CHANGED AS FOLLOWS:
The address of the Registered Office of the Corporation is 1206 La Paloma
Place, Lady Lake, FL 32159. The name and address of the Registered Agent of
this
Corporation is Michael Patterson, 1206 La Paloma Place, Lady Lake, FL 32159.
Having been named as Registered Agent and to accept service of process for
the above stated Corporation, the undersigned hereby accepts the appointment
as Registered Agent and agrees to act in this capacity. The undersigned
further agrees to comply with the provisions of all statutes relative to
the proper and complete performance of his duties, and he is familiar with
and accepts the obligations of his position as Registered Agent.
__________________________ June 29, 2000
MICHAEL PATTERSON (Date)
ARTICLE 12-BYLAWS
The Board of Directors is expressly empowered to adopt, amend or repeal by-
laws of the Corporation. Any adoption, amendment or repeal of the by-laws of
the Corporation by the Board of Directors shall require the approval of a
majority of the Whole Board. The stockholders shall also have power to
adopt, amend or repeal the by- laws of the Corporation; provided, however,
that, the affirmative vote of the holders of at least fifty percent (50%)
of the voting power of all of the then-outstanding shares of the capital
stock of the Corporation entitled to vote generally in the election of
directors, voting together as a single class, shall be required to adopt,
amend or repeal any provision of the by-laws of the Corporation.
ARTICLE 13-AMENDMENT
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in these Articles of Incorporation, or in any amendment
hereto, or to add any provision to these Articles of Incorporation or to
any amendment hereto, in any manner now or hereafter prescribed or
permitted by the provisions of any applicable statute of the State of
Florida, and all rights conferred upon shareholders in these Articles of
Incorporation or any amendment hereto are granted subject to this reservation.
ARTICLE 14-INDEMNIFICATION
The Corporation shall indemnify a director or officer of the Corporation who
was wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director or officer was a party because the director
or officer is or was a director or officer of the Corporation against
reasonable attorney fees and expenses incurred by the director or officer in
connection with the proceeding. The Corporation may indemnify an individual
made a party to a proceeding because the individual is or was a director,
officer, employee or agent of the Corporation against liability if
authorized in the specific case after determination, in the manner required
by the board of directors, that indemnification of the director, officer,
employee or agent, as the case may be, is permissible in the circumstances
because the director, officer, employee or agent has met the standard of
conduct set forth by the board of directors. The indemnification and
advancement of attorney fees and expenses for directors, officers, employees
and agents of the Corporation shall apply when such persons are serving at
the Corporation's request while a director, officer, employee or agent of
the Corporation, as the case may be, as a director, officer, partner,
trustee, employee or agent of another foreign or domestic Corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise, whether or not for profit, as well as in their official capacity
with the Corporation. The Corporation also may pay for or reimburse the
reasonable attorney fees and expenses incurred by a director, officer,
employee or agent of the Corporation who is a party to a proceeding in
advance of final disposition of the proceeding. The Corporation also may
purchase and maintain insurance on behalf of an individual arising from the
individual's status as a director, officer, employee or agent of the
Corporation, whether or not the Corporation would have power to indemnify
the individual against the same liability under the law. All references in
these Articles of Incorporation are deemed to include any amendment or
successor thereto. Nothing contained in these Articles of Incorporation
shall limit or preclude the exercise of any right relating to
indemnification or advance of attorney fees and expenses to any person who
is or was a director, officer, employee or agent of the Corporation or the
ability of the Corporation otherwise to indemnify or advance expenses to any
such person by contract or in any other manner. If any word, clause or
sentence of the foregoing provisions regarding indemnification or
advancement of the attorney fees or expenses shall be held invalid as
contrary to law or public policy, it shall be severable and the provisions
remaining shall not be otherwise affected. All references in these Articles
of Incorporation to "director", "officer", "employee" and "agent" shall
include the heirs, estates, executors, administrators and personal
representatives of such persons.
IN WITNESS WHEREOF, I have hereunto set my hand and seal, acknowledged
and filed the foregoing Amended and Restated Articles of Incorporation under
the laws of the State of Florida, this June 29, 2000.
Signature: Vincent van den Brink
____________________
Name: VINCENT VAN DEN BRINK
Director and Secretary
[CAPTION]
BY LAWS OF
CYCLE-PARTS.COM, INC.
ARTICLE I-OFFICES
The principal office of the corporation shall be established and maintained
as designated in the Articles of incorporation. The corporation may also
have offices at such places within or without the State of Florida as the
Board of Directors (hereinafter, "Board") may from time to time establish.
ARTICLE II-STOCKHOLDERS
1. PLACE OF MEETINGS. Meetings of the Stockholders shall be held at the
principal office of the corporation or at such place within or without the
State of Florida as the Board shall authorize.
2. ANNUAL MEETING. The annual meeting of Stockholders shall be held on the
first Monday of each year in the month which this Corporation's initial
Articles of Incorporation were first filed with the Secretary of State;
however, if such day falls on a legal holiday, then on the next business day
following at the same time, the Stockholders shall elect a Board and
transact such other business as may properly come before the meeting.
3. SPECIAL MEETINGS. Special meetings of the Stockholders may be called by
the Board or by the President or at the written request of Stockholders
owning a majority of the stock entitled to vote at such meeting. A meeting
requested by the Stockholders shall be called for a date not less than ten
nor more than sixty days after a request is made. The Secretary shall issue
the call for the meeting unless the President, the Board or the Stockholders
shall designate another to make said call.
4. NOTICE OF MEETINGS. Written Notice of each meeting of Stockholders shall
state the purpose of the meeting and the time and place of the meeting.
Notice shall be mailed to each Stockholder having the right and entitled to
vote at such meetings, at his last address as it appears on the records of
the corporation, not less than ten nor more than sixty days before the date
set for such meeting. Such notice shall be sufficient for the meeting and
any adjournment thereof. If any Stockholder shall transfer his stock after
notice, it shall not be necessary to notify the transferee. Any Stockholder
may waive notice of any meeting either before, during or after the meeting.
5. RECORD DATE. The Board may fix a record date not more than forty days
prior to the date set for a meeting of Stockholders as the date of which the
Stockholders of record who have the right to and are entitled to notice of
and to vote at such meeting and any adjournment thereof shall be determined.
Notice that such date has been fixed may be published in the city, town or
county where the principal office of the corporation is located and in each
city or town where a transfer agent of the stock of the corporation is located.
6. VOTING. Every Stockholder shall be entitled at each meeting and upon
each proposal presented at each meeting to one vote for each share of voting
stock recorded in his name on the books of the corporation on the record
date as fixed by the Board. If no record date was fixed, on the date of the
meeting the book of records of Stockholders shall be produced at the meeting
upon the request of any Stockholder. Upon demand of any Stockholder, the
vote for Directors and the vote upon any question before the meeting, shall
be by ballot. All elections for Directors shall be decided by plurality
vote; all other questions shall be decided by majority vote.
7. QUORUM. The presence, in person or by proxy, of Stockholders holding a
majority of the stock of the corporation entitled to vote shall constitute a
quorum at all meetings of the Stockholders. In case a quorum shall not be
present at any meeting, a majority in interest of the Stockholders entitled
to vote thereat present in person or by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the
meeting, until the requisite amount of stock entitled to vote shall be
present. At any such adjourned meeting at which the requisite amount of
stock entitled to vote be represented, any business may be transacted which
might have been transacted at the meeting as originally noticed; but only
those Stockholders entitled to vote at the meeting as originally noticed
shall be entitled to vote at any adjournment or adjournments thereof.
8. PROXIES. At any Stockholders' meeting or any adjournment thereof, any
Stockholder of record having the right and entitled to vote thereat may be
represented and vote by proxy appointed in a written instrument. No such
proxy shall be voted after three years from the date of the instrument
unless the instrument provides for a longer period. In the event that any
such instrument provides for two or more persons to act as proxies, a
majority of such persons present at the meeting, or if only one be present,
that one, shall have all the powers conferred by the instrument upon all
persons so designated unless the instrument shall otherwise provide.
9. STOCKHOLDER LIST. After fixing a record date for a meeting, the
corporation shall prepare an alphabetical list of the names of all its
Stockholders who are entitled to notice of a Stockholders' meeting. Such
list shall be arranged by voting group with the names and addresses of, and
the number and class and series if any, of shares held by each. This list
shall be available for inspection by any Stockholder for a period of ten
days prior to the meeting.
ARTICLE III-DIRECTORS
1. BOARD OF DIRECTORS. The business of the corporation shall be managed
and its corporate powers exercised by a Board each of whom shall be of full
age. It shall not be necessary for Directors to be Stockholders. The number
of Director(s) shall be determined by the Stockholders at their annual meeting.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the
annual meeting of Stockholders and each Director elected shall hold office
until his successor has been elected and qualified, or until the Director's
prior resignation or removal.
3. VACA N C I ES. If the office of any Director, member of a committee or
other office becomes vacant the remaining Directors in office, by a majority
vote, may appoint any qualified person to fill such vacancy, who shall hold
office for the unexpired term and until a successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all the stock outstanding and
entitled to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-laws by the affirmative vote of a majority of the
Directors, though less than a quorum, or, by the affirmative vote of a
majority in interest of the Stockholders, at the annual meeting or at a
special meeting called for that purpose, and by like vote the additional
Directors may be chosen at such meeting to hold office until the next annual
election and until their successors are elected and qualify.
6. RESIGNATION. A Director may resign at any time by giving written notice
to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board or such officer, and the acceptance of the
resignation shall not be necessary to make it effective.
7. OUORUM OF DIRECTORS. A majority of the Directors shall constitute a
quorum for the transaction of business. If at any meeting of the Board there
shall be less than a quorum present, a majority of those present may adjourn
the meeting until a quorum is obtained and no further notice thereof need be
given other than by announcement at the meeting which shall be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meetings at the
office of the corporation or at such other places either within or without
the State of Florida as it may from time to time determine.
9. REGULAR ANNUAL MEETING. A regular meeting of the Board shall be held
immediately following the annual meeting of the Stockholders at the place of
such annual meeting of Stockholders.
10. NOTICE OF MEETINGS OF THE BOARD. Regular meetings of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors and may be called by the President upon three days notice to each
Director either personally or by mail or by wire or by facsimile; special
meetings shall be called by the President or by the Secretary in a like
manner on written request by two Directors. Notice of a meeting need not be
given to any Director who submits a Waiver of Notice whether before or after
the meeting or who attends the meeting without protesting prior thereto or
at its commencement, the lack of notice to him.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate
two or more of their number to one or more committees, which, to the extent
provided in said resolution or these By-laws may exercise the powers of the
Board in the management of the business of the corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such for
their services, but by resolution of the Board a fixed sum and expenses for
actual attendance, at each regular or special meeting of the Board may be
authorized. Nothing herein contained shall be construed to preclude any
Director from serving the corporation in any other capacity and receiving
compensation therefor.
ARTICLE IV-OFFICERS
1. OFFICERS, ELECTION AND TERM.
1.1 The Board may elect or appoint a Chairman, a President, one or more
Vice-Presidents, a Secretary, an Assistant Secretary, a Treasurer and an
Assistant Treasurer and such other officers as it may determine who shall
have duties and powers as hereinafter provided.
1.2 All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and
until their successors have been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY ETC.
2.1 Any officer elected or appointed by the Board may be removed by
the Board with or without cause.
2.2 In the event of the death, resignation or removal of an officer,
the Board in its discretion.
may elect or appoint a successor to fill the unexpired term.
2.3 Any two or more offices may be held by the same person.
2.4 The salaries of all officers shall be fixed by the Board.
2.5 The Directors may require any officer to give security for the
faithful performance of his duties.
3. CHAIRMAN. The Chairman of the Board, if one be elected, shall preside at
ail meetings of the Board and shall have and perform such other duties from
time to time as may be assigned to him by the Board or the executive committee.
4. PRESIDENT. The President may be the chief executive officer of the
corporation and shall have the general powers and duties of supervision and
management usually vested in the office of the President of the corporation.
The President shall preside at all meetings of the Stockholders if present
there at, and in the absence or non-election of the Chairman of the Board,
at all meetings of the Board, and shall have general supervision direction
and control of the business of the corporation. Except as the Board shall
authorize the execution thereof in some other manner, the President shall
execute bonds, mortgages and other contracts in behalf of the corporation
and shall cause the seal to be affixed to any instrument requiring it and
when so affixed, the seal shall be attested by the signature of the
Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.
5. VICE PRESIDENTS. During the absence or disability of the President, the
Vice-President, or if there be more than one, the executive Vice-President,
shall have all the powers and functions of the President. Each
Vice-President shall perform such other duties as the Board shall prescribe.
6. SECRETARY. The Secretary shall attend all meetings of the Board and of
the Stockholders, record all votes and minutes of all proceedings in a book
to kept for that purpose, give or cause to be given notice of all meetings
of Stockholders and of meetings and special meetings of the Board, keep in
safe custody the seal of the corporation and affix it to any instrument when
authorized by the Board or the President, when required, prepare or cause to
be prepared and available at each meeting of Stockholders a certified list
in alphabetical order of the names of Stockholders entitled to vote thereat,
indicating the number of shares of each respective class held by each, keep
all the documents and records of the corporation as required by law or
otherwise in a proper and safe manner, and perform such other duties as may
be prescribed by the Board or assigned by the President.
7. ASSISTANT SECRETARIES. During the absence or disability of the Secretary,
the Assistant-Secretary, or if there are more than one, the one so
designated by the Secretary or by the Board, shall have all the powers and
functions of the Secretary.
8. TREASURER. The Treasurer shall have the custody of the corporate funds
and securities, keep full and accurate accounts of receipts and
disbursements in the corporate books, deposit all money and other valuables
in the name and to the credit of the corporation in such depositories as may
be designated by the Board, disburse the funds of the corporation as may be
ordered or authorized by the Board and preserve proper vouchers for such
disbursements, render to the President and Board at the regular meetings of
the Board, or whenever they require it, an account of all the transactions
made as Treasurer and of the financial condition of the corporation: The
Treasurer shall also render a full financial report at the annual meeting of
the Stockholders if so requested. The Treasurer may request and shall be
furnished by all corporate officers and agents with such reports and
statements as he may require as to all financial transactions of the
corporation, and perform such other duties as are designated by these
By-laws or as from time to time are assigned by the Board.
9. ASSISTANT TREASURERS. During the absence or disability of the Treasurer,
the Assistant Treasurer, or if there be more than one, the one so designated
by the Treasurer or the Board, shall have all the powers and functions of
the Treasurer.
10. SURETIES AND BONDS. In case the Board shall so require, any officer or
agent of the corporation shall execute to the corporation a bond in such sum
and with such surety or sureties as the Board may direct, conditioned upon
the faithful performance of duties to the corporation and including
responsibility for negligence and for the accounting of all property, funds
or securities of the corporation which the officer or agent may be
responsible for.
ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES. The shares of the corporation shall be represented by
certificates. They shall be numbered and entered in the books of the
corporation as they are issued. They shall exhibit the holder's name, the
number of shares and shall be signed by the President and Secretary and
shall bear the corporate seal. When such certificates are signed by the
transfer agent or an assistant transfer agent or by a transfer clerk acting
on behalf of the corporation and a registrar, the signatures of such
officers may be facsimiles.
2. LOST OR DESTROYED CERTIFICATES. The Board may direct a new certificate or
certificates to be issued in place of any certificates theretofore issued by
the corporation alleged to have been lost or destroyed, upon the making of
an affidavit of that fact by the person claiming the certificate to be lost
or destroyed. When authorizing such issue of a new certificate or
certificates, the Board may, in its discretion as a condition preceding the
issuance thereof, require the owner of such lost or destroyed certificate or
certificates, or the owner's legal representative, to advertise the same in
such manner as it shall require and/or give the corporation a bond in such
sum and with such surety or sureties 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 or destroyed.
3. TRANSFER OF SHARES. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation to issue a new certificate
to the person entitled thereto, and cancel the old certificate; every such
transfer shall be entered on the transfer book of the corporation which
shall be kept at its principal office. Whenever a transfer shall be made for
collateral security, and not absolutely, it shall be so expressed in the
entry of the transfer ledger. No transfer shall be made within ten days
next preceding the annual meeting of the Stockholders.
4. CLOSING TRANSFER BOOKS. The Board shall have the power to close the share
transfer books of the corporation for a period of not more than ten days
during the thirty day period immediately preceding
4.1 any Stockholder's meeting, or
4.2 any date upon which Stockholders shall be called upon to ol have a right
to take action without a meeting, or
4.3 any date fixed for the payment of a dividend or any other form of
distribution, and only those Stockholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of
4.3.1 receiving notice of or voting at such meeting or
4.3.2 allowing them to take appropriate action, or
4.3.3 entitling them to receive any dividend or other form of distribution.
ARTICLE VI - DIVIDENDS
The Board may out of funds legally available, at any regular or special
meeting, declare dividends upon the capital stock of the corporation as and
when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the corporation available for dividends, such sum
or sums as the Board from time to time in their discretion deem proper for
working capital or as a reserve fund to meet contingencies or for equalizing
dividends for such other purposes as the Board shall deem conducive to the
interest of the corporation.
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall bear the name of the corporation, the year
of its organization and the words "CORPORATE SEAL, FLORIDA" or "OFFICIAL
CORPORATE SEAL, FLORIDA". The seal may be used by causing it to be impressed
directly on the instrument or writing to be sealed, or upon adhesive
substance affixed thereto. The seal on the certificates for shares or on any
corporate obligation for the payment of money may be facsimile, engraved or
printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other
person or persons as the Board may from time to time designate. All checks,
drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the corporation shall be signed by such
officer or officers, agent or gents of the corporation, and in such manner
as shall be determined from time to time by resolution of the Board.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin on the first day of each year.
ARTICLE X - NOTICE AND WAIVER OF NOTICE
1. SUFFICIENCY OF NOTICE. Whenever any notice is required by these By-laws
to be given, personal notice is not meant unless expressly so stated, and
any notice so required shall be deemed to be sufficient if given by
depositing the same in a United States Postal Service post office mail
collecting container in a sealed portage-paid wrapper, addressed to the
person entitled thereto at the last known post office address, and such
notice shall be deemed to have been given on the day of such mailing.
Stockholders not entitled to vote shall not be entitled to receive notice of
any meetings except as otherwise provided by Statute.
2. WAIVERS. Whenever any notice whatever is required to be given under the
provisions of any law, or under the provisions of the Articles of
Incorporation of the corporation or these By-laws, a waiver thereof in
writing, signed by the person or persons entitled to said notice, whether
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE XI - CONSTRUCTION
Whenever a conflict arises between the language of these By-laws and the
Articles of Incorporation, the Articles of Incorporation shall govern.
ARTICLE XII - CLOSE CORPORATION
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors or committee may be taken without a meeting of consent in writing,
setting forth the action so taken, shall be signed by all persons who would
be entitled to vote on such action at a meeting and filed with the Secretary
of the corporation as part of the proceedings of the Stockholders, Director
or committees as the case may be.
2. MANAGEMENT BY STOCKHOLDERS. In the event the Stockholders are named in
the Articles of Incorporation and are empowered therein to manage the
affairs of the corporation in lieu of Directors, the Stockholders of the
corporation shall be deemed Directors for the purposes of these By-laws and
wherever the words "Directors", "Board of Directors" or "Board" appear in
these Bylaws those words shall be taken to mean Stockholders.
3. MANAGEMENT BY A BOARD. The Stockholders may, by majority vote, create a
Board to manage the business of the corporation and exercise its corporate
powers.
ARTICLE XIII -AMENDMENTS
These By-laws may be altered or repealed and By-laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if
notice of the proposed alteration or repeal to made contained in the notice
of such special meeting, by the affirmative vote of a majority of the stock
issued and outstanding and entitled to vote thereat, or by the affirmative
vote of a majority of the Board if notice of the proposed alteration or
repeal to be made is contained in the notice of such special meeting.
ARTICLE XIX - EMERGENCY BY-LAWS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Pursuant to Florida Statue
607.0207 the corporation adopts the following By-laws, which shall be
effective only if a quorum of the Directors of the corporation cannot be
readily assembled because of some catastrophic event.
2. CALLING A MEETING. In the event of such catastrophic event, any member of
the Board shall be authorized to call a meeting of the Board. Such member
calling an emergency meeting shall use any means of communication at their
disposal to notify all other members of the Board of such meeting.
3. OUORUM. Any one member of the Board shall constitute a quorum of the
Board. The members of the Board meeting during such an emergency, may
select any person or persons as additional Board members, officers or agents
of the corporation.
4. INDEMNIFICATION. The members of such emergency Board are authorized to
utilize any means at their disposal to preserve and protect the assets of
the corporation. Any action taken in good faith and acted upon in accordance
with these By-laws shall bind the corporation; and the corporation shall
hold harmless any Director, officer, employee or agent who undertakes an
action pursuant to these By-laws.
5. TERMINATION OF EMERGENCY BY-LAWS. These emergency By-laws shall not be
effective at the end of the emergency period.
[CAPTION]
EX-23.1
To the Board of Directors of RiderNews.com, Inc.:
I hereby consent to the use in this Form 8-K of our report dated May 30,
2000 relating to the financial statements of RiderNews.com, Inc..
Kurt D. Saliger, C.P.A.
___________________________
Certified Public Accountant
Las Vegas, Nevada
June 22, 2000