SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM SB-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
CLOCKWORKS DIGITAL, INC.
(Name of small business issuer in its charter)
Nevada 7380
(State of Incorporation) (Primary Standard Industrial
Classification Code)
86-0992536
(I.R.S. Employer Identification Number)
P.O. Box 6154
Scottsdale, Arizona 85261-6154
(602) 424-6842 (PHONE)
(480) 991-8551 (FAX)
(Address and telephone number of principal executive offices)
-------------------------
P.O. Box 6154
Scottsdale, Arizona 85261-6154
1
(602) 424-6842 (PHONE)
(480) 991-8551 (FAX)
(Address of principal place of business or intended principal
place of business)
-------------------------
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
(Name, address and telephone number of agent for service)
-------------------------
COPIES TO:
KENNETH G. EADE
Attorney at Law
827 State Street, Suite 12
Santa Barbara, CA 93101
(805)560-9828 (PHONE)
(805) 560-3608 (TELECOPY)
-------------------------
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration
statement.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
--------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box: / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
2
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES
AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- -----------------------------------------------------------------
- -----------------------------------------------------------------
3
CALCULATION OF REGISTRATION FEE
<F>
TITLE OF EACH DOLLAR PROPOSED PROPOSED AMOUNT OF
CLASS OF SECURITIES AMOUNT TO MAXIMUM AGGREGATE MAX. AGGREGATE REGISTRATION
FEE
Common Stock, .001 par $50,000 $.25 $50,000 $ 13.20
Total $50,000 $.25 $50,000 $ 13.20
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION
STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO
THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
STATE.
4
[CAPTION]
Prospectus
CLOCKWORKS DIGITAL, INC.
200,000 SHARES OF COMMON STOCK
Up to 200,000 shares of Common Stock offered are being sold by
Clockworks Digital, Inc., at $.25 per share. There is no minimum
purchase requirement and no escrow, and the proceeds may be used
by Clockworks in its discretion. There is no established public
market for Clockworks's common stock, and the offering price has
been arbitrarily determined. Clockworks' Common Stock is not
currently listed or quoted on any quotation service. There can be
no assurance that Clockworks' common stock will ever be quoted on
any quotation service or that any market for Clockworks' stock
will ever develop. Clockworks is a development stage company,
which plans to engage in the business of audio, video and
graphics design and production, with no assets or revenue. This
offering is self-underwritten. Shares will be sold by Clockworks'
sole officer and Director, without the use of an underwriter.
This offering will terminate on January 31, 2002.
------------------------
The Common Stock offered is speculative and involves a high
degree of risk and substantial dilution. See "Risk Factors" on
page 3 of this prospectus.
------------------------
These securities have not been approved or disapproved by the
Securities and Exchange Commission or any state securities
commission, nor has the Commission or any state securities
commission passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal
offense.
Price Underwriting Proceeds
To Discounts and To
Public Commissions (2) Company (1)
------ --------------- ----------
Per Share $.25 $ 0 $ .25
Total $50,000 $ 0 $50,000
(1) Before deducting expenses payable by Clockworks, estimated at
approximately $5,500. This offering is self-underwritten, so
Clockworks is not obligated to pay commissions or fees on the
sales of any of the shares. This offering is for up to 200,000
common shares. There is no minimum contingency, and the proceeds
may be used in Clockworks' discretion.
5
(2)The shares of Common Stock are being offered by Clockworks
through its officers and directors, subject to prior sale, when,
as, and if delivered to and accepted by Clockworks and subject to
the approval of certain legal matters by counsel and certain
other conditions. Clockworks reserves the right to withdraw,
cancel or modify the Offering and to reject any order in whole or
in part.
_________________, 2001
[CAPTION]
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
We have no operating history and may not be
Successful in facing early stage challenges 3
We need to raise at least $10,000 in order to
operate for the next twelve months........... 4
We may need additional capital to fund our
expected needs for working capital and capital
expenditures................................. 4
We depend on our sole officer who comprises the
entire management team at the present time...... 5
We do not have an encrypted link for credit
card sales...................................... 6
Clockworks has complete discretion in spending
the proceeds of this offering................... 6
Terms of offering-no escrow................... 10
Related party transactions and possible
conflicts of interest...................... 10
Use of Proceeds................................. 12
Dividend Policy................................. 13
Price Range of Securities....................... 13
Capitalization.................................. 13
Dilution........................................ 14
Selected Financial Data......................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 17
Management...................................... 27
Certain Transactions............................ 29
Principal Stockholders.......................... 30
Description of Securities....................... 30
Shares Eligible for Future Sale................. 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Index to Financial Statements................... 35
6
------------------------
PROSPECTUS SUMMARY
CORPORATE BACKGROUND
Clockworks was organized on July 12, 1999, and has not yet
commenced operations. We have not generated any revenue and are
still a development stage corporation. Clockworks' plan of
operations is to engage in the business of audio, video and
graphics design and production, primarily in the digital format.
We have no assets and have generated no revenue to date.
In order to satisfy its cash needs for the next 12 months,
Clockworks will need to raise additional capital beyond that
which is raised in this offering, and there can be no assurance
that it will be successful in raising this additional capital.
There can be no certainty that Clockworks will be able to operate
profitably. There can be no assurance that Clockworks' common
stock will ever develop a market.
THE OFFERING
Common Stock Offered..................... Up to 200,000 shares
Common Stock Outstanding after the
Offering............................... 700,000 shares(1)
Use of Proceeds.......................... Working capital
Symbol................................... None
Risk Factors........................ The shares of Common stock
offered involve a
high degree of risk and
immediate substantial
dilution. See"Risk Factors"
Term of offering................... Until January 31, 2002
-------------------------------------
(1) Figures are based on the current outstanding shares of
500,000.
SUMMARY FINANCIAL DATA
The following summary financial data should be read in
conjunction with "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the
Consolidated Financial Statements, including Notes, included
elsewhere in this Prospectus. The statement of operations data
for the period inception to September 30, 2000 and the
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consolidated balance sheet data at September 30, 2000 come from
Clockworks' audited Consolidated Financial Statements included
elsewhere in this Prospectus. The consolidated statement of
operations data for the period inception to September 30, 2000
come from Clockworks' audited financial statements for those
years, which are included in this Prospectus. These statements
include all adjustments that Clockworks considers necessary for a
fair presentation of the financial position and results of
operations at that date and for such periods. The operating
results for the period ended 2000 do not necessarily indicate the
results to be expected for the full year or for any future
period.
[CAPTION]
BALANCE SHEET DATA:
September 30, 2000
-----------------
Assets: ............................. $ 500
=======
Liabilities ......................... $ --
-------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 500,000 shares at September 30,
2000 ........................... 500
Paid-In Capital .................. --
Retained Deficit ................. ( 500)
-------
Total Stockholders' Equity ....... $ 1,000
-------
Total Liabilities and
Stockholders' Equity ............. $ 1,000
=======
8
[CAPTION]
STATEMENT OF OPERATIONS DATA:
Current Cumulative
Period Since
September 30, 2000 inception
---------------- ---------
Revenues: $ -- $ --
General and administrative
Expenses: -- 500
---------------- -----
Net Loss $ (500) $ (500)
---------------- -----
Loss per share $ (500) $ (500)
================ =====
-------------------------------------------------------
RISK FACTORS
Prospective Investors in the Shares offered should carefully
consider the following risk factors, in addition to the other
information appearing in this prospectus.
We have no operating history and may not be successful in facing
early stage challenges.
Clockworks is a development stage company with no operating
history. This makes it difficult to evaluate its future
performance and prospects. Clockworks' prospects must be
considered in light of the risks, expenses, delays and
difficulties frequently encountered in establishing a new
business in an emerging and evolving industry characterized by
intense competition. Since inception, Clockworks has incurred
losses.
Our business strategy is unproven, and we may not be successful
in addressing early stage challenges, such as establishing our
position in the market and expanding our online presence and
capabilities. To implement our business plan, we must increase
our marketing initiatives, identify and enter into additional
strategic relationships and incorporate rapid technological
advances.
We have incurred a net loss of pre-operating expenses since
inception and expect to incur net losses for the foreseeable
future.
9
We have incurred a net loss since inception and expect these
losses to continue into the foreseeable future. This may have a
negative effect on the market for our stock, if such a market
ever develops.
We need to raise at least $10,000 in order to operate for the
next twelve months.
If we are unsuccessful in raising at least $10,000 from this
offering for our operations during the next twelve months, we
will be unable to pay our minimum operating expenses, and, unless
we have financial contributions from our principal, we will be
forced to temporarily or permanently cease our operations, or to
delay commencement of operations.
We may need additional capital to fund our expected needs for
working capital and capital expenditures.
We require substantial capital to fund our business. Since our
inception, we have experienced negative cash flow from operations
and expect to experience significant negative cash flow from
operations for the foreseeable future. We expect that the net
proceeds of this offering will be sufficient to meet our expected
needs for working capital and capital expenditures for at least
the next 12 months. We may need to raise additional funds prior
to the end of this period. We cannot accomplish the goals in our
business plan without raising substantial additional capital, and
we expect to attempt to sell additional shares though private
placements in the next 12 months. We cannot be certain that
additional financing will be available to us when required on
favorable terms or at all. Our inability to obtain adequate
capital would limit our ability to achieve the level of corporate
growth that we believe to be necessary to succeed in our
business.
USE OF PROCEEDS
The net proceeds to Clockworks from the sale of the shares of
Common stock offered are estimated to be approximately $44,500 if
all shares in this offering are sold. Clockworks intends to use
these proceeds for web site promotion, working capital and
general corporate purposes, as follows:
10
Use Amount
Audio/Visual Equipment 10,500
Working capital 34,500
--------
Total: $44,500
The following table shows our's use of proceeds if 25%, 50%, 75%,
and/or 100% of the shares are sold. Further, there can be no
assurance that any shares will be sold in this offering.
10% 25% 50% 75%
--- ----- ------ -------
Audio/Visual Equipment 1,500 4,500 4,500 4,500
Working capital 3,000 6,625 17,750 28,875
------ ----- ----- -------
Totals: $4,450 $11,125 $22,250 $33,375
The allocation of the net proceeds of the Offering set forth
above represents Clockworks' best estimates based upon its
current plans and certain assumptions regarding industry and
general economic conditions and Clockworks' future revenues and
expenditures. If any of these factors change, Clockworks may find
it necessary or advisable to reallocate some of the proceeds
within the above-described categories.
Proceeds not immediately required for the purposes described
above will be invested temporarily, pending their application as
described above, in short-term United States government
securities, short-term bank certificates of deposit, money market
funds or other investment grade, short-term, interest-bearing
instruments.
DIVIDEND POLICY
Clockworks has never declared or paid cash dividends on its
capital stock. Clockworks currently intends to retain earnings,
if any, to finance the growth and development of its business and
does not anticipate paying any cash dividends in the foreseeable
future.
PRICE RANGE OF SECURITIES
Clockworks' common stock is not listed or quoted at the present
time, and there is no present public market for Clockworks'
common stock. Clockworks has obtained a market maker who has
agreed to file an application for Clockworks' securities to be
quoted on NASD OTC Bulletin Board, upon the effectiveness of this
Registration Statement, but the obtaining of a quotation is
subject to NASD approval, and there can be no assurance that
Clockworks' stock will be quoted on the Bulletin Board.
11
Thus, there can be no assurance that the NASD will accept
Clockworks' market maker's application on Form 211. Therefore,
there can be no assurance that a public market for Clockworks'
common stock will ever develop.
CAPITALIZATION
The following table sets forth the short-term debt and
capitalization of Clockworks as of September 30, 2000. The table
should be read in conjunction with the Consolidated Financial
Statements, including the Notes thereto, appearing elsewhere in
this Prospectus.
BALANCE SHEET DATA:
- ---------------------
9/30/2000
-------
Assets: ............................................ $ --
=======
Liabilities - Accounts Payable ..................... $ --
Stockholders' Equity:
Common stock, Par value $.001
Authorized 100,000,000 shares,
Issued 500,000 shares at September 30,
2000 .................................. 500
Paid-In Capital .................................. --
Retained Deficit ................................. ( 500)
------
Total Stockholders' Equity .................... --
------
Total Liabilities and
Stockholders' Equity ........................ $ 500
======
DILUTION
Dilution is the difference between the purchase price paid by the
investors for their Shares and the net tangible book value of the
securities after the offering. The net tangible book value of a
security is equal to our tangible net worth (tangible assets
minus total liabilities) divided by the number of shares of the
security outstanding. The following table illustrates the
dilution on a per share basis of our Common Stock, and assumes
the sale of all 200,000 Shares offered herein.
Investors' offering price per
share of Common Stock $0.25
Net Tangible book value per
share of Common Stock prior
to this offering $0.00
12
Increase to Common Stock's book
value attributable to sale of
the Shares offered herein $0.07
Pro Forma Net tangible book
value after this offering $0.07
Dilution to the Investors $0.18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with
Clockworks' Consolidated Financial Statements, including the
Notes thereto, appearing elsewhere in this Prospectus.
COMPANY OVERVIEW
Clockworks was organized on July 12, 1999. We intends to become
engaged in the business of audio, video and graphics design and
production, primarily utilizing digital format production
facilities. Its design and production output will be intended
for use in production of musical, entertainment, educational and
commercial CD's and CD-Roms, television and videotape programs,
and graphics art and other images for print, broadcast, and for
use in designing and constructing web pages on the Internet. Our
mailing address is P.O. Box 6154, Scottsdale, Arizona 85261-6154,
and our telephone number is (480) 424-6842.
PLAN OF OPERATIONS-IN GENERAL
Clockworks' plan of operations is to engage in digital audio and
video graphics design and production.
During the twelve month period following our September 30, 2000
financial statements, Clockworks plans to satisfy its cash
requirements by additional equity financing. This will be in the
form of private placements of restricted common stock. There can
be no assurance that Clockworks will be successful in raising
additional equity financing, and, thus, be able to satisfy its
cash requirements, which primarily consist of legal and
accounting fees at the present time. Clockworks presently has no
cash with which to satisfy any future cash requirements.
Clockworks will need a minimum of $10,000 to satisfy its cash
requirements for the next 12 months. In order to raise this
minimum amount of capital, Clockworks depends on the success of
this offering in selling at least 50% of the shares offered. We
have not engaged in any private placements of our common stock to
date. Clockworks will not be able to operate if it does not
obtain equity financing. Clockworks has no current material
13
commitments. Clockworks depends upon capital to be derived from
future financing activities such as subsequent offerings of its
stock. There can be no assurance that Clockworks will be
successful in raising the capital it requires.
Our minimum operating expenses are relatively low, and management
expects that the majority of proceeds from these offerings can be
invested in further development, promotion and advertising of the
website, which should develop, within the next 12 months,
sufficient gross revenues, estimated at $7,500 per month, to
support minimum operating overhead of less than $1,000 per month.
Clockworks does not anticipate any further research and
development of any products, nor does it expect to incur any
research and development costs. Clockworks expects to lease or
purchase a digital video camera, digital video editing deck and
non-linear editing system within the next twelve months. It does
not anticipate any change in the number of its employees.
Clockworks has no current material commitments. Clockworks has
generated no revenue since its inception.
Clockworks is still considered to be a development stage company,
which has generated no revenue to date, and is dependent upon the
raising of capital through placement of its common stock. There
can be no assurance that Clockworks will be successful in raising
the capital it requires through the sale of its common stock.
Clockworks has not booked any significant research and
development costs and therefor do not expect to pass any of those
costs to customers. And has no product development or research
and development costs.
BUSINESS
IN GENERAL
We intend to become engaged in the business of audio, video and
graphics design and production, primarily utilizing digital
format production facilities. Its design and production output
will be intended for use in production of musical, entertainment,
educational and commercial CD's and CD-Roms, television and
videotape programs, and graphics art and other images for print,
broadcast, and for use in designing and constructing web pages on
the Internet. Office space, equipment and other facilities are
presently being contributed to us by another company controlled
by the President. Our mailing address is P.O. Box 6154,
Scottsdale, Arizona 85261-6154, and its telephone number is 480)
424-6842.
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FORWARD LOOKING STATEMENTS
This registration statement contains forward-looking statements.
Clockworks' expectation of results and other forward-looking
statements contained in this registration statement involve a
number of risks and uncertainties. Among the factors that could
cause actual results to differ materially from those expected are
the following: business conditions and general economic
conditions; competitive factors, such as pricing and marketing
efforts; and the pace and success of product research and
development. These and other factors may cause expectations to
differ.
CLOCKWORKS
The Clockworks Digital concept is a central production facility
which combines the elements of audio, video and graphics
production, using common operating systems and programs in a
network so the different elements may be easily accessed and
modified by different specialists within each of the disciplines,
and conveniently combined for assembling and output in any of a
variety of formats or mediums. Keeping the format of the media
in digital technology will allow for easy storage and data
exchange processes, and permit simple synchronization. Many of
the software programs utilized for graphics are also used in
video production. Likewise, some of the most commonly used
software in video production is compatible with that used for
audio production, and this melding of the processes into a common
system provides for continuity of the finished product regardless
of the output format.
In some cases, we will design and produce materials for others on
a fee, profit split, or other basis, and in other cases we will
retain complete ownership of all rights to the works produced.
Whenever possible, we will attempt to retain an ownership in the
works produced, and some usage rights to elements of the work
product.
THE MARKET
We will tailor its programs, services and products to the
educational, entertainment and commercial markets as they are
coming together in the "new media", which is defined as the
merging of cable television and the internet. This media will be
digital in format, and will require an ever expanding amount of
digitized programming to satisfy the growth of usage. The
digital, high speed connection into homes on the growing fiber
optic grids creates a demand for an ever broadening range of
programming. The number of homes added to the fiber optic grid is
increasing very rapidly, and that growth will continue to
15
increase each year for at least the next ten years, providing a
steady stream of new users to attract with innovative programs
and program concepts. There are many other organizations in the
digital production business. However, we believes that the
advantages of having production facilities for a variety of
disciplines under one network will provide a niche which will set
we apart from some of the competition.
PRODUCTS
We intend to market our ability to produce graphic art, music and
audio programs, and educational, entertainment and commercial
video. Much of the production will be done totally "in-house" in
that we will generate the production themselves for sale or use
by others. In other instances we will be simply a provider of
the facilities for those wishing to produce their own works in a
digital, cross-platform environment. Facilities rentals are
usually billed by the day or hour on a full production or ala
carte basis. It is anticipated the amount of production done
by or for other companies will grow as more equipment is
acquired, more staff acquired or developed, and additional
affiliations are arranged.
COMPETITION
We will be competing with other organizations, which offer
similar sites, and products, many of which are better financed
and have been in the business of digital production longer than
we. There are many other production facilities and producers
available to we's target market, and we intends to target its
efforts initially to only a small portion of the prospective
market due to limited resources. We intend to offer where
possible, a newer, more sophisticated array of equipment and
software resources for production, specifically targeted to the
producers and users who prefer to work in the digital
environment. Many of the competitors in the business, by virtue
of having been in the business longer, are still using analog
equipment acquired earlier. Such equipment is, in most cases,
not as efficient or precise as digital equipment. We intends to
offer the use of its facilities to those competing producers who
need to output digitally rather than in analog format.
GOVERNMENTAL REGULATION
The Company's business is not dependent upon one or a few major
customers. Government approval is not necessary for the Company's
business, and government regulations have no or only a negligible
effect on their respective businesses.
16
EMPLOYEES
Clockworks presently employs its President, treasurer and
Director, Tom E. Hays, and its Vice President, Secretary and
Director, Susan R. Hays, who each devote approximately 20 hours
per week, on the business of Clockworks.
PROPERTIES
Clockworks has an oral agreement with Clockworks president for
use of its office space, telephones, secretarial services, and
equipment supplied free of charge to Clockworks.
PATENTS
Clockworks has no patents or trademarks.
LEGAL PROCEEDINGS
Clockworks is not subject to any pending litigation, legal
proceedings or claims.
MANAGEMENT
EXECUTIVE OFFICERS, KEY EMPLOYEES AND DIRECTORS
The members of the Board of Directors of Clockworks serve until
the next annual meeting of stockholders, or until their
successors have been elected. The officers serve at the pleasure
of the Board of Directors.
The current executive officers, key employees and directors of
Clockworks
are as follows:
Person Office
Tom E. Hays, 60 Director, President,
Treasurer
Susan R. Hays, 50 Director, Vice
President/Secretary
Tom E. Hays. Mr. Hays is the President and Director of the
Company, as well as an officer and owner of an interest in
Platinum Pearls and Barking Frog Music Group. Mr. Hays conceived
the various program elements, which comprise the Clockworks
Digital concept Mr. Hays is an accomplished photographer, artist,
and a published songwriter, music producer, cinematographer,
graphic designer and video producer. In 1987, Mr. Hays took over
leadership of an Oklahoma company engaged in the "quick oil
17
change" business, turned that company into a profitable position,
and took it public. That company operated 38 quick oil change
auto service centers in Oklahoma, Texas and Arizona. Fourteen of
those centers in Texas were sold to Jiffy Lube, nine in Oklahoma
were sold to Avis Lube, and fifteen in Arizona were sold to
SpeeDee Oil Change, all at a profit. In 1980, Mr. Hays was
engaged in the oil and gas business, buying and brokering oil and
gas mineral leases and generating drilling prospects, which he
sold to oil and gas drilling companies. He founded Edgewater
Energy Corporation and sponsored and was the general partner of
five successful oil and gas drilling limited partnerships, which
participated in the drilling, and discovery of over fifty oil and
gas wells, many of which are still producing. In 1978, he
founded "facts: Marketing and Economics Research Corporation" and
developed a radio research product, "the Radio Audience Profile"
which grew to service 105 radio markets across the United States.
In 1971, he purchased United Concepts, Inc., an advertising
agency, and managed both retail and industrial advertising
accounts for a variety of clients. He established an in-house
audio studio, a photo studio and a film processing facility, and
produced and directed many award winning educational and
commercial audio, video and print programs. Mr. Hays created a
daily radio program named "The Oil and Gas Report" and syndicated
it to 17 radio markets in the Southwest. In the mid-1960's he
began producing music and successfully organized and promoted
concerts and several charted pop singles. In 1960, he founded
Midwest Optical, Inc., and opened a retail optical dispensary in
Midwest City, Oklahoma, which expanded to three stores before
selling to a larger chain of stores. Mr. Hays attended Phillips
University in Enid, Oklahoma.
Susan R. Hays. Mrs. Hays is the current Vice President/
Secretary and Director of the Company, as well as an officer and
owner of an interest of " Platinum Pearls . She has been the
owner/operator of Brushstrokes Designs since 1981, which engages
in the business of the design and marketing of hand painted
needlepoint canvases, which are sold through hundreds of stores
throughout the United States and Canada. Her designs are also
found on greeting cards, pottery and other objects. From 1973
through 1981, she managed the offices of Fritzler, Knoblock and
Wadley, an architectural firm. She has served on the Boards of
Directors for Baja International Foods, Platinum Pearls, Inc.,
Channel One and Balloonies. Mrs. Hays attended Oklahoma State
University.
EXECUTIVE COMPENSATION
The following table sets forth the cash and non-cash compensation
paid by us to its Chief Executive Officer and all other executive
officers for services rendered to date. No salaries are being
paid at the present time. There were no grants of options or SAR
grants given to any executive officers during the current fiscal
year.
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Annual Compensation
-------------------
Name and Position Salary Bonus Deferred Salary
----------------- ------ ----- ---------------
Tom Hays -0- -0- -0-
Susan Hays -0- -0- -0-
Clockworks has made no provisions for cash compensation to its
officers and directors.
EMPLOYMENT AGREEMENTS
Clockworks has not entered into any employment agreements with
any of its employees, and employment arrangements are all subject
to the discretion of Clockworks' board of directors.
PRINCIPAL STOCKHOLDERS
The following table presents certain information regarding
beneficial ownership of Clockworks' Common stock as of September
30, 2000, by (I) each person known by Clockworks to be the
beneficial owner of more than 5% of the outstanding shares of
Common stock, (ii) each director of Clockworks, (iii) each Named
Executive Officer and (iv) all directors and executive
officers as a group. Unless otherwise indicated, each person in
the table has sole voting and investment power as to the shares
shown.
Shares Percent Percent
Beneficially Before After
Owned Offering Offering
------------ -------- --------
Name and Address
of Beneficial Owner
- -------------------
Tom E. Hays(1) 500,000 97.08% 88.5%
P.O. Box 6154
Scottsdale, AZ 85261
Susan R. Hays(1) 500,000 97.08% 88.5%
Directors & Officers 500,000 97.08% 88.5%
As A Group
____________________
(1) Tom E. Hays and Susan R. Hays are husband and wife and
jointly own 500,000 shares.
CERTAIN TRANSACTIONS
In connection with organizing Clockworks, on July 12, 1999, Tom
E. Hays and Susan R. Hays were jointly issued 500,000 shares of
restricted common stock in exchange for services, and the
19
business plan of Clockworks, pursuant to Section 4(2) of the
Securities Act of 1933, to sophisticated persons (officers and
directors) having superior access to all corporate and financial
information. The amount of shares issued in exchange for the
business plan was arbitrary, as we have not yet established a
market for our common stock, but the minimum value was estimated
to be $500. Under Rule 405 promulgated under the Securities
Act of 1933, Mr. and Mrs. Hays may both be deemed to be promoters
of Clockworks. No other persons are known to Management that
would be deemed to be promoters.
On November 1, 2000, Clockworks issued 15,000 shares of its
common stock to Kenneth G. Eade, counsel to Clockworks, under
Section 4(2) of the Securities Act of 1933, in exchange for legal
services rendered. Mr. Eade is a sophisticated investor who had
access to all corporate information.
DESCRIPTION OF SECURITIES
The authorized capital stock of Clockworks consists of 25,000,000
shares of Common stock, $.001 par value per share. Upon
consummation of this Offering, there will be outstanding 700,000
shares of Common stock.
Common stock
Holders of Common stock are entitled to one vote for each share
held on all matters submitted to a vote of stockholders,
including the election of directors.
Holders of common stock do not have subscription, redemption or
conversion rights, nor do they have any preemptive rights.
Holders of common stock do not have cumulative coting rights,
which means that the holders of more than half of all voting
rights with respect to common stock and Preferred Stock can elect
all of Clockworks' directors. The Board of Directors is
empowered to fill any vacancies on the Board of Directors created
by resignations, subject to quorum requirements.
Holders of Common stock will be entitled to receive such
dividends, if any, as may be declared from time to time by the
Board of Directors out of funds legally available therefor, and
will be entitled to receive, pro rata, all assets of Clockworks
available for distribution to such holders upon liquidation.
All outstanding shares of Common stock are, and the Common stock
offered, upon issuance and sale, will be, fully paid and
nonassessable.
There are approximately 3 shareholders of record as of the date
of this prospectus.
20
PENNY STOCK STATUS
If and when it creates a market for its common stock, Clockworks'
common stock is a "penny stock," as the term is defined by Rule
3a51-1 of the Securities Exchange Act of 1934. This makes it
subject to reporting, disclosure and other rules imposed on
broker-dealers by the Securities and Exchange Commission
requiring brokers and dealers to do the following in connection
with transactions in penny stocks:
1. Prior to the transaction, to approve the person's
account for transactions in penny stocks by obtaining information
from the person regarding his or her financial situation,
investment experience and objectives, to reasonably determine
based on that information that transactions in penny stocks are
suitable for the person, and that the person has sufficient
knowledge and experience in financial matters that the person or
his or her independent advisor reasonably may be expected to be
capable of evaluating the risks of transactions in penny stocks.
In addition, the broker or dealer must deliver to the person a
written statement setting forth the basis for the determination
and advising in highlighted format that it is unlawful for the
broker or dealer to effect a transaction in a penny stock unless
the broker or dealer has received, prior to the transaction, a
written agreement from the person. Further, the broker or
dealer must receive a manually signed and dated written agreement
from the person in order to effectuate any transactions is a
penny stock.
2. Prior to the transaction, the broker or dealer must
disclose to the customer the inside bid quotation for the penny
stock and, if there is no inside bid quotation or inside offer
quotation, he or she must disclose the offer price for the
security transacted for a customer on a principal basis unless
exempt from doing so under the rules.
3. Prior to the transaction, the broker or dealer must
disclose the aggregate amount of compensation received or to be
received by the broker or dealer in connection with the
transaction, and the aggregate amount of cash compensation
received or to be received by any associated person of the broker
dealer, other than a person whose function in solely clerical or
ministerial.
4. The broker or dealer who has effected sales of penny
stock to a customer, unless exempted by the rules, is required to
send to the customer a written statement containing the identity
and number of shares or units of each such security and the
estimated market value of the security. Imposing these reporting
and disclosure requirements on a broker or dealer make it
unlawful for the broker or dealer to effect transactions in penny
stocks on behalf of customers. Brokers or dealers may be
21
discouraged from dealing in penny stocks, due to the additional
time, responsibility involved, and, as a result, this may have a
deleterious effect on the market for Clockworks' stock.
TRANSFER AGENT, WARRANT AGENT AND REGISTRAR
The transfer agent, warrant agent and registrar for the Common
stock is American Registrar & Transfer Co., 342 E. 900 South,
P.O. Box 1798, Salt Lake City, Utah 84110.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of this Offering, Clockworks will have 550,000
shares of Common stock outstanding. All shares sold in this
offering will be freely transferable without restriction or
further registration under the Securities Act of 1933, as
amended. However, any share purchased by an affiliate (in
general, a person who is in a control relationship with
Clockworks), will be subject to the limitations of Rule 144
promulgated under the Securities Act.
Under Rule 144 as currently in effect, a person (or persons whose
shares are aggregated with those of others) whose restricted
shares have been fully paid for and meet the rule's one year
holding provisions, including persons who may be deemed
affiliates of Clockworks, may sell restricted securities in
broker's transactions or directly to market makers, provided the
number of shares sold in any three month period is not more than
the greater of 1% of the total shares of common stock then
outstanding or the average weekly trading volume for the four
calendar week period immediately prior to each such sale. After
restricted securities have been fully paid for and held for two
years, restricted securities may be sold by persons who are not
affiliates of Clockworks without regard to volume limitations.
Restricted securities held by affiliates must continue, even
after the two year holding period, to be sold in brokers'
transactions or directly to market makers subject to the
limitations described above.
Prior to this offering, no public market has existed for
Clockworks' shares of common stock. However, Clockworks' market
maker, National Capital, will file an application for a quotation
with the NASD Bulletin Board, contingent upon the effectiveness
of the registration statement of which this prospectus is a part.
No predictions can be made as to the effect, if any, that market
shares or the availability of shares for sale will have on the
market price prevailing from time to time. The sale, or
availability for sale, of substantial amounts of common stock in
the public market could adversely affect prevailing market
prices.
22
PLAN OF DISTRIBUTION
The Shares shall be offered on a self underwritten basis in the
States of New York, Florida, Colorado, Arizona, Oklahoma,
Tennessee, Idaho, and in the district of Columbia. The offering
is self underwritten by Clockworks, which offers the Shares
directly to investors through its officers and directors, who
will offer the Shares by prospectus and sales literature filed
with the SEC, to friends, former business associates and
contacts, and by direct mail to investors who have indicated an
interest in Clockworks. The offering is a self underwritten
offering, which means that it does not involve the participation
of an underwriter or broker.
The offering of the Shares shall terminate on January 31, 2002.
We reserve the right to reject any subscription in whole or in
part, or to allot to any prospective investor less than the
number of Shares subscribed for by such investor.
We have not applied for a quotation, but have an oral agreement
with National Capital, LLC to file a Form 211 with the NASD for a
quotation of our securities. There is no established public
market for Clockworks' common stock, and the offering price has
been arbitrarily determined. There can be no assurance that a
public market for the common stock will ever develop.
The first $5,500 in capital raised from this offering will be
used to pay the costs of the offering. Funds received in the
offering will be immediately available to us for use and will not
be placed in an escrow or trust account. There is no minimum
number of shares that must be sold in order for us to use any of
the proceeds of this offering.
LEGAL MATTERS
The validity of the Common stock offered will be passed upon for
Clockworks by Kenneth G. Eade, Santa Barbara, California.
EXPERTS
The Financial Statements of Clockworks as of September 30, 2000
included in this Prospectus and elsewhere in the Registration
Statement have been audited by Roger G. Castro, independent
public accountant for Clockworks, as set forth in his reports
thereon appearing elsewhere herein, and are included in reliance
upon such reports, given upon the authority of such firm as
experts in accounting and auditing.
ADDITIONAL INFORMATION
Clockworks has filed with the Securities and Exchange Commission
a registration statement on Form SB-2 under Securities Act of
1933, as amended, with respect to the securities.
23
This prospectus, which forms a part of the registration
statements, does not contain all of the information set forth in
the registration statement as permitted by applicable SEC rules
and regulations. Statements in this prospectus about any
contract, agreement or other document are not necessarily
complete. With respect to each such contract, agreement, or
document filed as an exhibit to the registration statement,
reference is made to the exhibit for a more complete description
of the matter involved, and each such statement is qualified in
its entirety by this reference.
The registration statement may be inspected without charge and
copies may be obtained at prescribed rates at the SEC's public
reference facilities at Judiciary Plaza, 450 Fifth Street NW,
Room 1024, Washington, DC 20549, or on the Internet at
http://www.sec.gov.
Clockworks will furnish to its shareholders annual reports
containing audited financial statements reported on by
independent public accountants for each fiscal year and make
available quarterly reports containing unaudited financial
information for the first three quarters of each fiscal year.
[CAPTION]
Clockworks Digital, Inc.
(A Development Stage Company)
Balance sheet
As of September 30, 2000
ASSETS
Current Assets:
Cash $ 500
Total Current Assets 500
TOTAL ASSETS $ 500
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Advances from officer $ 500
Total Current Liabilities 500
Stockholders' Equity:
" Common stocks , $.001 par value"
" Authorized shares-25,000,000"
Issued and oustanding shares $ 500
Retained deficit (500)
Total Stockholders' Equity -
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 500
24
[CAPTION]
Clockworks Digital, Inc.
(A Development Stage Company)
Statement of Operation
For the nine months ended September 30, 2000 and
For the period July 12, 1999(inception) through September 30,
2000
Current Cumulative
Period During
September 30, 2000 Development
Stage
------------------ -----------
Income $ - $ -
- -
Total Income - -
Operating Expenses - -
General and administrative expenses - 500
- -
Total Expenses - 500
Net income (loss) $ - $ (500)
[CAPTION]
Clockworks Digital, Inc.
(a Development Stage Company)
Statements of Cash Flows
For the nine months ended September 30, 2000 and
For the period July 12, 1999(inception) through September 30,
2000
Cumulative
Current During
Period Development
September 30, Stage
2000
------------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ - $ (500)
Adjustments to reconcile net loss to
net cash used by operating activities:
25
NET CASH USED BY OPERATING ACTIVITIES - (500)
CASH FLOWS FROM FINANCING ACTIVITIES
Stocks issued for cash 500
Advances from officer 500
NET CASH PROVIDED BY FINANCING ACTIVITIES - 1,000
INCREASE (DECREASE) IN CASH - 500
BEGINNING CASH - -
ENDING CASH $ - $ 500
26
Clockworks Digital, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
For the period July 12, 1999 (inception) through September 30, 2000
Number Accumulated
of Common Deficit
Shares Stock During
Outstanding at Par Value Development Stage
----------- ------------ -----------------
Common stocks issued for
organizational expenses 500,000 $ 500
Net loss - December 31, 1999 $ ( 500)
Balance at December 31, 1999 500,000 500 (500)
Balance at September 30, 2000 500,000 $ 500 $(500)
-----------------------------------------------------------------
-----------------------------------------------------------------
No dealer, salesperson, or other person has been authorized to give any information or to
make any representations in connection with this offering other than contained in this
prospectus and, if given or made, such information and representations must not be relied
upon as having been authorized by Clockworks. This prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any security other than the securities
offered by this prospectus, or an offer to sell or solicitation of any offer to buy any
securities by any person in any jurisdiction in which such offer or solicitation is not
authorized or is unlawful. The information in this prospectus may be accurate only on the
date of this prospectus, even if this prospectus is delivered to you or you buy common
stock after that date. Until ________, 2000 (25 days after the commencement of this
offering), all dealers that effect transactions in these securities, whether or not
participating in the offering, may be required to deliver a prospectus.
------------------------
27
[CAPTION]
TABLE OF CONTENTS
PAGE
---------
Prospectus Summary.............................. 1
Risk Factors.................................... 3
Use of Proceeds................................. 12
Dividend Policy................................. 13
Price Range of Securities....................... 13
Capitalization.................................. 13
Dilution........................................ 14
Selected Financial Data......................... 13
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 14
Business........................................ 17
Management...................................... 27
Certain Transactions............................ 29
Principal Stockholders.......................... 30
Description of Securities....................... 30
Shares Eligible for Future Sale................. 32
Plan of Distribution............................ 33
Legal Matters................................... 34
Experts......................................... 34
Index to Financial Statements................... 35
[CAPTION]
Clockworks Digital, Inc.
200,000SHARES OF Common stock
-------------
Prospectus
-------------
_________________, 2001
- ----------------------------------------------------------------
- -----------------------------------------------------------------
28
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
NEVADA STATUTES
NRS 78.751 provides that the Company may provide in its articles
of incorporation, by laws or by agreement, to indemnify the
Company's officers and directors and affects their liability in
that capacity, for any and all costs incurred in defending a
civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent
jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any
rights to advancement of expenses to which corporate personnel
other than directors or officers may be entitled under any
contract or otherwise by law.
The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to the statute:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, for either
an action in his official capacity or an action in another
capacity while holding his office, except that indemnification,
unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be
made to or on behalf of any director or officer if a final
adjudication establishes that his acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law
and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the
heirs, executors and administrators of such a person.
ARTICLES OF INCORPORATION AND BY-LAWS
The Company's By-laws do not provide for indemnification of
officers or directors. Article XI if its Articles of
Incorporation, as amended, provides to limit the liability of
officers and directors for damages for breach of fiduciary duty
unless the act of omission involves intentional misconduct,
fraud, a knowing violation of law or the payment of an unlawful
dividend in violation of NRS 78.300.
29
ITEM 25. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION.
The Registrant estimates that expenses payable by it in
connection with the Offering described in this Registration
Statement (other than the underwriting discount and commissions
and reasonable expense allowance) will be as follows:
SEC registration fee...................................$ 13.20
Printing and engraving expenses........................$ 500
Accounting fees and expenses...........................$ 1,000
Legal fees and expenses (other than Blue Sky)........ $ 1,986.80
Blue sky fees and expenses
(including legal and filing fees)..................... $ 1,000
Miscellaneous......................................... $ 1,000
----------
Total........ ................................... $5,500
==========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with organizing Clockworks, on July 12, 1999, Tom
E. Hays and Susan R. Hays were jointly issued 500,000 shares of
restricted common stock in exchange for services, and the
business plan of Clockworks, pursuant to Section 4(2) of the
Securities Act of 1933, to sophisticated persons (officers and
directors) having superior access to all corporate and financial
information. The amount of shares issued in exchange for the
business plan was arbitrary, as we have not yet established a
market for our common stock, but the minimum value was estimated
to be $500. Under Rule 405 promulgated under the Securities
Act of 1933, Mr. and Mrs. Hays may both be deemed to be promoters
of Clockworks. No other persons are known to Management that
would be deemed to be promoters.
On November 1, 2000, Clockworks issued 15,000 shares of its
common stock to Kenneth G. Eade, counsel to Clockworks, under
Section 4(2) of the Securities Act of 1933, in exchange for legal
services rendered. Mr. Eade is a sophisticated investor who had
access to all corporate information.
30
ITEM 27. EXHIBITS
(a) The following exhibits are filed as part of this
Registration Statement:
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------
3.1 Articles of Incorporation
3.4 By-Laws
4.1 Form of Common stock Certificate
5.1 Opinion of Kenneth G. Eade, Esq.,
Attorney at Law (including consent)
6.1 Specimen of Stock Certificate
23.1 Consent of Independent Accountant
23.2 Consent of Kenneth G. Eade
(filed as part of Exhibit 5.1)
------------------------
ITEM 28. UNDERTAKINGS.
The undersigned Company undertakes to:
(a) (1) File, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(I) Include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the
information in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in
the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) Include any additional or changed material information
on the plan of distribution. (2) For determining liability under
the Securities Act, treat each post-effective amendment as a new
registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona
fide offering. (3) File a post-effective amendment to remove from
registration any of the securities that remain unsold at the end
of the offering.
31
(e) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 (the "Act") may be permitted to
directors, officers and controlling persons of Clockworks
pursuant to the provisions referred to under Item 24 of this
Registration Statement, or otherwise, Clockworks has been advised
that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by Clockworks of expenses
incurred or paid by a director, officer or a controlling person
of Clockworks in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,
Clockworks will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
competent jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
(f) (1) For determining any liability under the Securities
Act, treat the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by
Clockworks under Rule 424(b)(1), or (4), or 497(h) under the
Securities Act as part of this Registration Statement as of the
time the Commission declared it effective.
(2) For determining any liability under the Securities Act,
treat each post-effective amendment that contains a form of
prospectus as a new registration statement for the securities
offered in the registration statement, and that offering of the
securities at that time as the initial bona fide offering of
those securities.
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form
SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the city of Santa Barbara,
state of California, on February 9, 2001.
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, there unto duly
authorized.
32
Clockworks Digital, Inc.
/s/ Tom R. Hays
By______________________________________________
Tom R. Hays, President and Director
Date: February 9, 2001
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/ Tom R. Hays
____________________________________________________
Tom R. Hays, Treasurer/Director
Date: February 9, 2001
[CAPTION]
Exhibit 3.1
ARTICLES OF INCORPORATION
OF CLOCKWORKS DIGITAL, INC.
The undersigned, to form a Nevada corporation,
CERTIFIES THAT:
I. NAME: The name of the corporation is:
CLOCKWORKS DIGITAL, INC.
II. PRINCIPAL OFFICE: The name and address of the
registered agent of this corporation within the State of Nevada
is Corporate Services Center, Inc., 1475 Terminal Way, Suite E,
Reno, Nevada 89502; this corporation may maintain an office or
offices in such other place within or without the State of Nevada
as may be from time to time designated by the Board of Directors
or by the By-Laws of the corporation; and this corporation may
conduct all corporation business of every kind or nature,
including the holding of any meetings of directors or
shareholders, within the State of Nevada, as well as without the
State of Nevada.
III. PURPOSE: The purpose for which this corporation is
formed is: To engage in any lawful activity.
IV. AUTHORIZATION OF CAPITAL STOCK: The amount of the
total authorized capital stock of the corporation shall be TWENTY
FIVE THOUSAND DOLLARS ($25,000.00), consisting of Twenty Five
Million (25,000,000) shares of common stock with a par value of
$.001 per share.
33
V. INCORPORATOR: The name and post office address of the
incorporator signing these Articles of Incorporation is as
follows:
NAME POST OFFICE ADDRESS
Tom E. Hays P.O. Box 4553
Scottsdale, Arizona 85261
VI. DIRECTORS: The governing board of this corporation
shall be known as directors, and the first board shall consist of
one director.
So long as all of the shares of this corporation are owned
beneficially and of record by either one or two shareholders, the
number of directors may be fewer than three, but not fewer than
the number of shareholders. Otherwise, the number of directors
shall not be fewer than three.
Subject to the foregoing limitations, the number of
directors may, at any time or times, be increased or decreased by
a duly adopted amendment to these Articles of Incorporation, or
in such manner as provided in the By-Laws of this corporation.
The name and post office address of the director
constituting the first Board of Directors is as follows:
NAME POST OFFICE ADDRESS
Tom E. Hays P.O. Box 4553
Scottsdale, Arizona 85261
VII. STOCK NON-ASSESSABLE: The capital stock or the holders
thereof, after the amount of the subscription price has been paid
in, shall not be subject to any assessment whatsoever to pay the
debts of the corporation.
VIII. TERM OF EXISTENCE: This corporation shall have
perpetual existence.
IX. CUMULATIVE VOTING: No cumulative voting shall be
permitted in the election of directors.
X. PREEMPTIVE RIGHTS: Shareholders shall not be entitled to
preemptive rights.
THE UNDERSIGNED, being the incorporator hereinbefore named for
the purposed of forming a corporation pursuant to the General
Corporation Law of the State of Nevada, does make and file these
Articles of Incorporation, hereby declaring and certifying the
facts herein stated are true, and, accordingly, has hereunto set
his hand this _30____ day of June, 1999.
34
/s/ Tom E. Hays
-------------------
Tom E. Hays
STATE OF ARIZONA )
) ss.
COUNTY OF MARICOPA )
On this _30_ day of __June________, 1999, before me, a Notary
Public, personally appeared Tom E. Hays who acknowledged he
executed the above instrument.
/s/ Brad Knox
- -------------------
Notary Public
[CAPTION]
EXHIBIT 3.4
BY-LAWS
OF
Clockworks Digital, Inc.
ARTICLE I - OFFICES
The principal office of the corporation in the State of
Nevada shall be located at 1475 Terminal Way, Suite E, in the
city of Reno, County of Washoe. The corporation
may have such other offices, either within or without the State
of incorporation as the board of directors may designate or as
the business of the corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held in the
month of July in each year, beginning with the year 1994, at a
date and time to be specified by the board of directors, for the
purpose of electing directors and for the transaction of such
other business as may come before the meeting.
2. SPECIAL MEETINGS.
35
Special meetings of the stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be
called by the president or by the directors, and shall be called
by the president at the request of the holders of not less than
twenty-five (25) per cent of all the outstanding shares of the
corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or
without the State unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting called by the directors. A waiver of notice signed by
all stockholders entitled to vote at a meeting may designate any
place, either within or without the state unless otherwise
prescribed by statute, as the place for holding such meeting. If
no designation is made, or if a special meeting be otherwise
called, the place of meeting shall be the principal office of the
corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of
the meeting and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not
less than ten (10) days nor more than sixty (60) days before the
date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or
persons calling the meeting, to each stockholder of record
entitled to vote at such meeting. If mailed, such notice shall
be deemed to be delivered when deposited in the United States
mail, addressed to the stockholder at his address as it appears
on the stock transfer books of the corporation, with postage
thereon prepaid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to
notice of or to vote at any meeting of stockholders or any
adjournment thereof, or stockholders entitled to receive payment
of any dividend, or in order to make a determination of
stockholders for any other proper purpose, the directors of the
corporation may provide that the stock transfer books shall be
closed for a stated period but not to exceed, in any case, twenty
(20) days. If the stock transfer books shall be closed for the
purpose of determining stockholders entitled to notice of or to
vote at a meeting of stockholders, such books shall be closed for
at least fifteen (15) days immediately preceding such meeting.
In lieu of closing the stock transfer books, the directors may
fix in advance a date as the record date for any such
determination of stockholders, such date in any case to be not
more than sixty (60) days and, in case of a meeting of
36
stockholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of
stockholders is to be taken. If the stock transfer books are not
closed and no record date is fixed for the determination of
stockholders entitled to notice of or to vote at a meeting of
stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or
the date on which the resolution of the directors declaring such
dividend is adopted, as the case may be, shall be the record date
for such determination of stockholders. When a determination of
stockholders entitled to vote at any meeting of stockholders has
been made as provided in this section, such determination shall
apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer
books for shares of the corporation shall make, at least ten (10)
days before each meeting of stockholders, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address of and
the number of shares held by each, which list, for a period of
ten (10) days prior to such meeting, shall be kept on file at the
principal office of the corporation and shall be subject to
inspection by any stockholder at any time during usual business
hours. Such list shall also be produced and kept open at the
time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the
meeting. The original stock transfer book shall be prima facie
evidence as to who are the stockholders entitled to examine such
list or transfer books or to vote at the meeting of stockholders.
7. QUORUM.
At any meeting of stockholders a majority of the
outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a
meeting of stockholders. If less than said number of the
outstanding shares are represented at a meeting, a majority of
the shares so represented may adjourn the meeting from time to
time without further notice. At such adjourned meeting at which
a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as
originally notified. The stockholders present at a duly
organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote
by proxy executed in writing by the stockholder or by his duly
authorized attorney in fact. Such proxy shall be filed with the
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secretary of the corporation before or at the time of the
meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with
the terms and provisions of the certificate of incorporation and
these by-laws shall be entitled to one vote, in person or by
proxy, for each share of stock entitled to vote held by such
stockholders. Upon the demand of any stockholder, the vote for
directors and 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 except as otherwise provided by the Certificate of
Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall
be as follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be
taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by a majority of the
shareholders entitled to vote with respect to the subject matter
thereof.
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ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be
managed by its board of directors. The directors shall in all
cases act as a board, and they may adopt such rules and
regulations for the conduct of their meetings and the management
of the corporation, as they may deem proper, not inconsistent
with these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be set
by the board, but shall not exceed seven (7). Each director
shall hold office until the next annual meeting of stockholders
and until his successor shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held
without other notice than this by-law immediately after, and at
the same place as, the annual meeting of stockholders. The
directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
such resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or
at the request of the president or any two directors. The person
or persons authorized to call special meetings of the directors
may fix the place for holding any special meeting of the
directors called by them.
5. NOTICE.
Notice of any special meeting shall be given at least five
(5) days previously thereto by written notice delivered
personally, or by telegram, or mailed to each director at his
business address. If mailed, such notice shall be deemed to be
delivered when deposited in the United States mail so addressed
with postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. The attendance of a director
at a meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express purpose
of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
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6. QUORUM.
At any meeting of the directors a majority shall constitute
a quorum for the transaction of business, but if less than said
number is present at a meeting, a majority of the directors
present may adjourn the meeting from time to time without further
notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a
meeting at which a quorum is present shall be the act of the
directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in the board for
any reason except the removal of directors without cause may be
filled by a vote of a majority of the directors then in office,
although less than a quorum exists. Vacancies occurring by
reason of the removal of directors without cause shall be filled
by vote of the stockholders. A director elected to fill a
vacancy caused by resignation, death or removal shall be elected
to hold office for the un-expired term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote
of the stockholders or by action of the board. Directors may be
removed without cause only by vote of the stockholders.
10. 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.
11. 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.
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12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of
the directors at which action on any corporate matter is taken
shall be presumed to have assented to the action taken unless his
dissent shall be entered in the minutes of the meeting or unless
he shall file his written dissent to such action with the person
acting as the secretary of the meeting before the adjournment
thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director
who voted in favor of such action.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its
members an executive committee and other committees, each
consisting of three or more directors. Each such committee shall
serve at the pleasure of the board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a
vice-president, a secretary and a treasurer, each of whom shall
be elected by the directors. Such other officers and assistant
officers as may be deemed necessary may be elected or appointed
by the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the
directors shall be elected annually at the first meeting of the
directors held after each annual meeting of the stockholders.
Each officer shall hold office until his successor shall have
been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner
hereinafter provided.
3. REMOVAL.
Any officer or agent elected or appointed by the
directors may be removed by the directors whenever in their
judgment the best interests of the corporation would be served
thereby, but such removal shall be without prejudice to the
contract rights, if any, of the person so removed.
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4. VACANCIES.
A vacancy in any office because of death, resignation,
removal, disqualification or otherwise, may be filled by the
directors for the un-expired portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer
of the corporation and, subject to the control of the directors,
shall in general supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at
all meetings of the stockholders and of the directors. He may
sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates
for shares of the corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the directors have
authorized to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the directors
or by these by-laws to some other officer or agent of the
corporation, or shall be required by law to be otherwise signed
or executed; and in general shall perform all duties incident to
the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his
death, inability or refusal to act, the vice-president shall
perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions
upon the president. The vice-president shall perform such other
duties as from time to time may be assigned to him by the
President or by the directors.
7. SECRETARY.
The secretary shall keep the minutes of the
stockholders' and of the directors' meetings in one or more books
provided for that purpose, see that all notices are duly given in
accordance with the provisions of these by-laws or as required,
be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of
each stockholder which shall be furnished to the secretary by
such stockholder, have general charge of the stock transfer books
of the corporation and in general perform all duties incident to
the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
42
8. TREASURER.
If required by the directors, the treasurer shall give a bond for
the faithful discharge of his duties in such sum and with such
surety or sureties as the directors shall determine. He shall
have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for
moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the
corporation in such banks, trust companies or other depositories
as shall be selected in accordance with these by-laws and in
general perform all of the duties incident to the office of
treasurer and such other duties as from time to time may be
assigned to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time
to time by the directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a
director of the corporation.
ARTICLE V - CONTRACTS, LOANS, CHECKS AND DEPOSITS
1. CONTRACTS.
The directors may authorize any officer or officers, agent or
agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the corporation, and
such authority may be general or confined to specific instances.
2. LOANS.
No loans shall be contracted on behalf of the corporation
and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the directors. Such
authority may be general or confined to specific instances.
3. CHECKS, DRAFTS, ETC.
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 agents of the corporation and in such manner as shall
from time to time be determined by resolution of the directors.
43
4. DEPOSITS.
All funds of the corporation not otherwise employed shall be
deposited from time to time to the credit of the corporation in
such banks, trust companies or other depositories as the
directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be
in such form as shall be determined by the directors. Such
certificates shall be signed by the president and by the
secretary or by such other officers authorized by law and by the
directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the
stockholders, the number of shares and date of issue, shall be
entered on the stock transfer books of the corporation. All
certificates surrendered to the corporation for transfer shall be
canceled and no new certificate shall be issued until the former
certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost,
destroyed or mutilated certificate a new one may be issued
therefor upon such terms and indemnity to the corporation as the
directors may prescribe.
2. TRANSFERS OF SHARES.
(a) 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.
(b) The corporation shall be entitled to treat the
holder of record of any share as the holder in fact thereof, and,
accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such share on the part of any other
person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
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ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the
manner and upon the terms and conditions provided by law.
ARTICLE IX - SEAL
The directors shall provide a corporate seal which
shall be circular in form and shall have inscribed thereon the
name of the corporation, the state of incorporation, year of
incorporation and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice
is required to be given to any stockholder or director of the
corporation under the provisions of these by-laws or under the
provisions of the articles of incorporation, a waiver thereof in
writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and
new by-laws may be adopted by a vote of the stockholders
representing a majority of all the shares issued and outstanding,
at any annual stockholders' meeting or at any special
stockholders' meeting when the proposed amendment has been set
out in the notice of such meeting.
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[CAPTION]
Exhibit 4.1
SPECIMEN OF Common stock CERTIFICATE
[________]NUMBER
SHARES[________]
AUTHORIZED Common stock; 25,000,000 SHARES PAR VALUE $.001 NOT
VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER
THE LAWS OF THE STATE OF CALIFORNIA Common stock CUSIP
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF SHARES OF Clockworks Digital, Inc. Common
stock
TRANSFERABLE ON THE BOOKS OF THE CORPORATION IN PERSON OR BY DULY
AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY
ENDORSED.
THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER
AGENT AND REGISTERED BY THE REGISTRAR.
Witness the facsimile seal of the Corporation and the facsimile
signatures of its duly authorized officers.
Dated:
[SEAL OF Clockworks Digital, Inc.]
/s/ Tom E. Hays
- ----------------------
Tom E. Hays, President
/s/ Susan R. Hays
- ------------------------
Susan R. Hays, Secretary
By: Richard M. Day
American Registrar and Transfer Company
Salt Lake City, UT 84107
This Certificate is not valid unless countersigned by the
Transfer Agent.
NOTICE: Signature must be guaranteed by a firm which is a member
of a registered national stock exchange, or by a bank (other
than a savings bank) , or a trust company.
The following abbreviation, when used in the inscription on the
face of this certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:
46
TEN COM - as tenants in common UNIF GIFT MIN ACT -
____Custodian____ TEN ENT - as tenants by the entireties
(Cust) (Minor) JT TEN - as joint tenants with right under
Uniform Gifts to Minors of survivorship and not as Act
________________________ tenants in common
(State)
Additional abbreviation may also be used though not in above
list.
FOR VALUE RECEIVED, _________hereby sell, assign and transfer
unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE -
- -------------------------------------------------------------
________________________________________________________
______ ___ _________ (Please print or typewrite name and address
including zip code of assignee)
________________________________________________________ ______
_______________________________________________________________
______ ___ _________ Shares of the capital stock represented by
the within Certificate, and do hereby irrevocably constitute and
appoint ________________________________________________________
Attorney to transfer the said stock on the books of the within-
named Corporation with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this assignment must correspond with the
name as written upon the face of the Certificate, in every
particular, without alteration or enlargement, or any change
whatever.
[CAPTION]
EXHIBIT 5.1 OPINION OF COUNSEL AND CONSENT
February 8, 2001
Board of Directors
Clockworks Digital, Inc.
Post Office Box 6154
Scottsdale, AZ 85261
Re: Clockworks Digital, Inc.
Gentlemen:
The undersigned is counsel for Clockworks Digital, Inc.. I have
been requested to render an opinion on the tradeability of the
50,000 shares of Clockworks proposed to be sold pursuant the
Clockworks' Registration Statement on Form SB-2. In rendering
this opinion, I have reviewed Clockworks' Registration on Form
48
SB-2, company articles of incorporation and by laws and other
corporate documents. All representations made to me in
Clockworks documents and by company officers and directors are
deemed to be accurate. It is my opinion that the shares to be
issued will be free trading shares. It is further my opinion
that:
1. Clockworks is a corporation duly organized, validly existing
and in good standing and is qualified to do business in each
jurisdiction in which such qualification is required.
2. That the shares of common stock to be issued by Clockworks
have been reserved and are duly and properly approved by
Clockworks' Board of Directors.
3. That the shares of stock, when and as issued, will be fully
paid and non-assessable, and will be a valid and binding
obligation of the corporation.
4. That the shares of common stock have not been but will be
registered under the Securities Act of 1933, as amended (the
"Act"), and will be registered by coordination with or exempt
from the securities laws of the state jurisdictions in which they
will be sold.
I hereby consent to the use of this opinion in Clockworks'
Registration Statement on Form SB-2. Please feel free to contact
the undersigned should you have any further questions regarding
this matter.
Very truly yours,
/Kenneth G. Eade/
KENNETH G. EADE
[CAPTION]
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
I hereby consent to the inclusion of the independent accountant's
report dated September 30, 2000 and the related statements of
income, stockholder's equity, and cash flows for the period then
ended in the Registration Statement on Form SB-2, and any other
references to me in the Registration Statement.
/Rogelio G. Castro/
Rogelio G. Castro
Certified Public Accountant
Oxnard, California
February 8, 2001
49
EXHIBIT
[CAPTION]
SUBSCRIPTION AGREEMENT
Clockworks Digital, Inc.
Post Office Box 6154
Scottsdale, AZ 85261
Gentlemen:
The undersigned represents as set forth below and subscribes to
purchase ________Shares at $.25 per Share, for $_______________,
subject to your acceptance of this subscription. There is no
minimum contingency and proceeds may be used at the issuer's
discretion. If any checks are delivered to any NASD member, the
member must promptly, by noon of the next business day, transmit
all checks received to the issuer or any person entitled thereto.
The undersigned, if an individual, is a resident of, or, if a
corporation, partnership or trust, has as its principal place of
business:
The state of California_______
The State of Arizona _______
The State of New York_____
The State of Florida_____
The District of Columbia_____Other State _____________
A State foreign to U.S.A._____
Dated:______________.
If not an individual:_________________________
Signature
__________________________________________________
Name of Corporation, Trust, Print or type name of
or Partnership Signer
__________________________________________________
State where incorporated, P.O. Box or Street Address
organized, or domiciled
__________________________________________________
Print Signer's Capacity, City, State and Zip Code
_________________________
Tax ID Number_________________________
Telefax and Phone Numbers
_________________________
Social Security
50