FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Howard Llewellyn Argentina Group Inc.
(Exact name of small business issuer in its charter)
Nevada 5499 76 - 0602961
(State or other jurisdiction of (primary standard (I.R.S. Employer
incorporation or organization) industrial code) Identification Number)
21112 123rd Avenue
Maple Ridge, British Columbia V2X 4B4, CANADA
(604) 467-9116
(Address and telephone number of principal executive offices)
Agent for Service: With a Copy to:
Linden J. Soles President Arthur J. Frost
Howard Llewellyn Argentina Group Inc. Arthur J. Frost Ltd.
2112 123rd Avenue 7549 Heatherbrae
Maple Ridge, British Columbia V2X 4B4, CANADA Phoenix, Arizona 85033
(604) 467-9116 (623) 849-2050
(Name, address, including zip code, and telephone number,
including area code of agent for service)
Approximate date of commencement 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, check
the following box and list the Securities Act Registration
Statement number of the earlier effective Registration Statement
for the same offering. [_]
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 this Form is a post-effective amendment filed pursuant to Rule
462(d) 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, check the following box. [_]
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Each Class Maximum Maximum Amount of
of Amount to Offering Aggregate Registration
Securities be Price per Offering Fee
to be Registered Unit Price
Registered
Common 1,000,000 $ 0.01 per $ 10,000.00 $ 2.80
Stock Shares Share
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
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
we will amend and complete the information in this Prospectus
The information in this Prospectus is not complete and may be
changed. We may not sell these securities until the Registration
Statement filed with the Securities and Exchange commission is
effective. This Prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION
PROSPECTUS
June 29, 2000
Howard Llewellyn Argentina Group Inc..
21112 123rd Avenue
Maple Ridge, British Columbia V2X4B4, CANADA
1,000,000 Shares of Common Stock
to be sold by Howard Llewellyn Argentina Group Inc.
This is the initial public offering of common stock of Howard
Llewellyn Argentina Group Inc., and no public market currently
exists these shares. The price for the stock will be fixed.
Howard Llewellyn Argentina Group Inc. is offering for sale
1,000,000 shares of its common stock on a "self-underwritten"
best efforts basis at a price of $0.01 per share for a period of
one hundred and eighty days (six months) following the acceptance
of the Registration Statement, of which this Prospectus forms a
part.
No commissions will be paid for the sale of the 1,000,000 shares
offered by Howard Llewellyn Argentina Group Inc. unless a
broker/dealer agrees to market them for us. In that case
commissions will be negotiated and a post-effective amendment
will be filed with the SEC revealing the terms and conditions of
the commissions and expenses charged.
This investment involves a high degree of risk. See "risk
factors" beginning on page 1.
Neither the SEC nor any state securities commission has approved
or disapproved of these securities or passed upon the adequacy or
accuracy of this Prospectus. Any representation to the contrary
is a criminal offense.
Part I Prospectus
Summary
Howard Llewellyn Argentina Group Inc. ("Howard Llewellyn") is a
corporation formed under the laws of the State of Nevada, whose
principal executive offices are located in Maple Ridge, British
Columbia, Canada.
The primary objective of the business is designed to market high-
quality, low-cost vitamins, minerals, nutritional supplements,
and other health and fitness products. Our market is medical
professionals, alternative health professionals, martial arts
studios and instructors, sports and fitness trainers, other
health and fitness professionals, school and other fund raising
programs and other similar types of customers. The territory
granted to Howard Llewellen covers the Canadian provinces of
Saskatchewan and Manitoba.
Name, Address, and Telephone Number of Registrant
Howard Llewellyn Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, British Columbia V6E 2K3, CANADA(604) 467 -
9116
The Offering
Price per share Offered $0.01
Common Stock Offered: 1,000,000 shares
Common Stock Outstanding Prior to Offering 5,000,000 shares
Common Stock Outstanding After Offering* 3,500,000 shares
* Assumes sale of all shares offeredHoward Llewellyn expects
to use the net proceeds for organizational purposes and to
determine the feasibility of selling Vitamineralherb.com ("Vita")
products to specific markets.
Risk Factors
You should carefully consider the following risk factors and all
other information contained in this Prospectus before purchasing
the common stock of Howard Llewellyn. Investing in Howard
Llewellyn's common stock involves a high degree of risk. Any of
the following risks could adversely affect Howard Llewellyn's
business, financial condition and results of operations and could
result in a complete loss of your investment. Management believes
that it has listed all material risks of which it is aware.
Risks Related to Howard Llewellyn's Business
Howard Llewellyn has incurred losses since its inception April 2,
1999 and expects losses to continue for the foreseeable future.
Howard Llewellyn is in the extreme early stages of development
and could fail before implementing its business plan. It is a
"start up" venture that will incur net losses for the foreseeable
future. We have only recently acquired our principal asset.
Howard Llewellyn will incur additional expenses before becoming
profitable, if it ever becomes profitable. It is a relatively
young company that has no history of earnings or profit. There is
no assurance that it will operate profitably in the future or
provide a return on investment in the future.
Changes or interruptions to Howard Llewellyn's arrangements with
its supplier may have an adverse affect on its ability to operate
If Howard Vita defaults under its agreement with its supplier,
Howard Llewellyn could lose its manufacturing source, and our
distribution rights would become meaningless. Similarly, any
dispute between the supplier and licensor could prevent us from
selling or delivering product to our customers. Any termination
or impairment of Howard Llewellyn's license rights and access to
products could prevent it from getting into business and limit
profitability, if any and decrease the value of its stock.
Howard Llewellyn will compete with other Internet retailers and
may not achieve the customer base necessary to become or remain
profitable.
Howard Llewellyn's future revenues and profits, if any, depend
upon consumers accepting use of the Internet as way of doing
business. Our potential customers may not choose to do business
over the Internet in sufficient numbers to establish the base
necessary to obtain enough revenues to become profitable. Even
if use of the Internet and electronic commerce continues to
increase, the online vitamins market may not develop. Howard
Llewellyn may therefore be unable to successfully market and sell
its product, in which case it would not become profitable.
Howard Llewellyn must rely on its licensor to provide critical
services. Failure of the licensor to supply a service will
hamper Howard Llewellyn's ability to do business
As part of its license Vitamineralherb.com has agreed to provide
and maintain:
(1) a website through which orders are placed and
(2) a payment system for receipt of payments from customers
and distributing funds to Howard Llewellyn and its supplier.
If Vita fails to provide these services, we may be unable to do
our business. If Howard Llewellyn is unable to conduct its
business, it may lose customers and revenues. Our future success
will depend partly on the Vita's use of leading technologies to
provide seamless access to our products and services through its
website. Its whole organization could be hamperd or halted by to
computer viruses, hacking or similar problems. It is also
possible that other connected Internet sites, instabilities in
the Internet, interconnecting networks and various telephone
networks could cause service interruptions. Computer viruses or
problems caused by third parties could lead to interruptions,
delays or halting of service. If the Vitamineralherb.com does
not maintain an up-to-date, effective website, Howard Llewellyn
may not be effective in its online sales.
Howard Llewellyn relies on third parties to supply
telecommunication services and any interruption of these services
may have an adverse affect on its ability to operate.
Howard Llewellyn will rely on its Vita's service providers such
as the local telephone companies to provide data-communications
via local telephone lines and leased long-distance lines. The
means of ordering and paying for products may be disrupted or
eliminated if Vita experiences disruptions or overloading in
these services. Howard Llewellyn or Vitamineralherb.com may be
unable to replace these services quickly or at all. If customer
sales are disrupted, Howard Llewellyn will lose customers and any
chance of profitability.
Government regulation of the internet could adversely affect
Howard Llewellyn's profitability.
Existing or future legislation could limit growth in use of the
Internet, which would curtail Howard Llewellyn's revenue growth.
Any new regulation of Internet commerce could damage our
business, affect profits, if any and the viability of its
business plan. This could cause the price of its common stock to
decline. Regulation could impose significant additional costs on
our business.
Regulation is likely in the areas of user privacy, pricing,
content, and quality of products and services. Laws and
regulations on the solicitation, collection, or processing of
consumer information could limit our activities. Also, any
regulation imposing fees for Internet use could result in a
decline in the use of the Internet and Internet commerce, which
could have a negative affect on our business.
New taxation could hurt our chance of profits.
Canadian, U.S. or other local or foreign jurisdictions may seek
to impose sales tax collection obligations on Howard Llewellyn's
Internet sales. If either one of the Canadian provinces where
hold a distribution license or the Canadian Federal government
requires that we collect sales or other taxes on our sales it
could also prevent our business from growing and cause us much
more time and expense or administration. Taxation of Internet
use, or charges by government agencies or private organizations
for using the Internet, could also be imposed. Our customers may
not be willing to pay the higher prices caused by these extra
charges or may choose to purchase products from a company that is
not subject to the tax. Any taxation could cause loss of
customers and a decrease in our profitability, if any.
Government regulation of products could adversely affect
viability of dietary supplements.
In Canada, extensive federal government regulations may restrict
the way we sell our products, resulting in restrictions on the
products and product formulas we offer our customers. Numerous
Canadian governmental agencies may regulate the manufacture,
packaging, labeling, advertising, promotion, distribution and
sale of Howard Llewellyn's products. The primary regulatory
agency is Health Canada, which regulates products like ours under
the Food and Drugs Act and associated regulations.
Canadian laws, regulations and enforcement policies governing
Howard Llewellyn's dietary supplement products are relatively new
and still evolving and we cannot predict what rules and
regulations Health Canada or Industry Canada may impose on our
products and sales methods. Health Canada has established a new
Office of National Health Products that will evaluate health
products to assure safety, improve consumer access and choice of
natural health products. Office of National Health Products will
be a new regulatory authority reporting to the Assistant Deputy
Minister, Health Protections Branch.
Until the new regulatory framework has been established under the
Office of National Health Products, natural health products will
continue to be regulated either as foods or drugs.
U.S. federal, state and local government regulations may also
restrict Howard Llewellyn's products.
The U.S. Food and Drug Administration regulates Howard
Llewellyn's products under the Federal Food, Drug and Cosmetic
Act. Our products are also subject to regulation by the Consumer
Product Safety Commission, the U.S. Department of Agriculture,
and the Environmental Protection Agency. The U.S. Federal Trade
Commission regulates advertising and other forms of promotion and
methods of marketing under the Federal Trade Commission Act.
Various provincial, state and local agencies may also regulate
the manufacture, labeling and advertising of our products.
We cannot be certain that our suppliers and our attempts to
comply with laws and regulations will be considered enough by the
regulatory agencies. Enforcement actions by any of these
agencies could result in civil and criminal penalties, an
injunction to stop or modify certain selling methods, seizure of
products, adverse publicity or recalls and labeling changes.
If any government agency were to take enforcement action against
Howard Llewellyn, it could cause an immediate decrease in its
revenues, cause additional expenses and result in a decrease in
its stock price. Our efforts to comply with existing laws and
regulations could increase our expenses, could force us to change
our selling methods and may not be successful. We cannot promise
that we will be able to comply with any existing or future laws
or regulations without increasing costs or changing our business
plan.
Purchasers must rely on the abilities of its Officers and
Directors for all decisions.
Howard Llewellyn's directors control a majority of the issued and
outstanding common stock. As a result they are effectively
responsible only to themselves for the business decisions they
might make. Because they only spend part time at running our
affairs and the fact that they are separated geographically, most
of the meetings of the Board of Directors will be conducted on
the telephone. There is a possibility that they could make
decisions without on-site evaluation, causing a decrease in
profitability, if any, and the resulting affect on the stock
price.
Howard Llewellyn Has No Employment Agreement With Mr.Soles, Mr.
Vanstone and Mr. Reid. The Officers and Directors spend only
part-time on its business. Their leaving may affect Howard
Llewellyn's ability to operate
Mr. Soles, Mr. Vanstone and Mr. Reid are serving as Howard
Llewellyn's Officers and Directors.
We will be very dependent upon their entrepreneurial skills and
experience to implement our business plan and may find that their
inability to devote full time and attention to Howard Llewellen's
affairs will result in delay(s) or failure of the plan.
Moreover, Howard Llewellyn does not have an employment agreement
with Mr. Soles, Mr. Vanstone or Mr. Reid. As a result, there is
no assurance that they will continue to manage its affairs in the
future.
One or more of the Officers and Directors could decide to join a
competitor or otherwise compete directly or indirectly with
Howard Llewellyn, which would have a very bad effect on our
business and could cause the price of our stock to be worthless.
The services of any member of the board would be difficult to
replace.
Our Officers and Directors have no experience in Howard
Llewellyn's line of business and may make poor business
decisions.
Mr. Soles, Mr. Vanstone and Mr. Reid have no experience in
marketing and retail sale of vitamins and other nutritional
supplements, or the sale of products over the Internet. They are
not doctors, nutritionists, or health professionals. As a result
we will need to rely on others who understand the sale and
marketing of nutritional supplements. Because of lack of
experience in this line of business, we may overestimate the
demand for the Vitamineralherb.com products and may underestimate
the costs and difficulties of selling and distributing the
products. Any such costs or difficulties could prevent Howard
Llewellyn from implementing its business plan, limiting its
profitability, if any, and decreasing the value of its stock.
Howard Llewellyn may be subject to product liability suits which
could adversely affect its financial condition.
Howard Llewellyn may be subject to product liability claims if
any of the products it sells results in injury. We may be
subjected to various product liability claims, including that its
products include inadequate instructions for use or inadequate
warnings concerning possible side effects. We rely on third
party manufacturers for our products and product disclosures.
Howard Llewellyn has no product liability insurance coverage.
Although Vita warrants the products and provides indemnification
for losses, claims, and expenses of product warranties, any such
indemnification is limited by its terms and, as a practical
matter, is limited to Vita's creditworthiness. If Vita cannot
pay, product liability claims could be costly and divert
management's attention from business.
Unfavorable publicity may damage the market for Howard
Llewellyn's products.
The dietary supplement market is affected by national media
attention regarding the consumption of dietary supplements.
Howard Llewellyn is highly dependent upon consumers' confidence
in the safety and quality of its products as well as dietary
supplements distributed by other companies. Any negative
publicity that says these products may be harmful or questioning
their value could have a negative effect on our business
regardless of whether these reports are scientifically supported
or whether the claimed harmful effects would be present at the
dosages recommended. Because of our dependence on consumer
perceptions, bad publicity could have a very negative affect on
Howard our sales and possible profitability.
Howard Llewellyn will compete with other vitamin retailers and
may not achieve the customer base necessary to become or remain
profitable.
The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Howard Llewellyn expects competition
to get stronger in the future. Barriers to entry are minimal and
new competitors can launch sites at a relatively low cost. In
addition, the vitamin market is very competitive and highly
fragmented, with no clear dominant leader and increasing public
and commercial attention. We will compete with a variety of
other companies, including multi-level marketers, traditional
vitamin retailers and the online marketing of traditional
retailers. Many of our potential competitors have been in
business longer, have larger customer bases, greater brand
recognition and much greater financial, marketing and other
resources than we have. In addition, an online competitor may be
acquired by, receive investments from or enter into other
commercial relationships with, larger, well-established and well-
financed companies.
Competitors may have aggressive pricing or supply policies and
devote substantially more resources to website and systems
development than we do. Increased competition may result in
reduced operating margins and loss of market share.
Acquisition of, or combination with, another company could dilute
stockholder value.
When the initial feasibility study is completed and we find that
we may not be successful in developing a profitable market for
the Vitamineralherb.com products, our management will evaluate
other business opportunities that may be available. In the event
of a business combination your ownership interests will be
diluted. Due to its limited financial resources, the only way
Howard Llewellyn will be able to diversify its activities, should
its business plan prove to be impractical, would be to enter into
a business combination.
Any asset acquisition or business combination would likely
include the issuance of a significant amount of stock, which
would dilute the ownership interest of present shareholders and
could result in a majority of the voting power being transferred
to new investors. Depending on the nature of the transaction
Howard Llewellyn's stockholders may not have an opportunity to
vote on whether to approve it. For example, Howard Llewellyn's
Board of Directors may decide to issue a significant amount of
stock to effect a share exchange with another company. Such a
transaction does not require shareholder approval, but Howard
Llewellyn's Officers and Directors must exercise their powers in
good faith and with a view to the interests of the corporation.
New management may decide not to continue in the health and
nutritional supplements business and may decide to enter into a
completely different business. This business could be one that
you, as an investor, did not anticipate and in which you may not
want to participate. In such case, you could lose your entire
investment on a business decision you did not get to evaluate.
Acquisition of or combination with another company could be
difficult to integrate and disrupt business.
Any acquisition of or business combination with another company
could disrupt our ongoing business, distract management and
employees and increase expenses. If Howard Llewellyn acquires a
company, it could face difficulties in assimilating that
company's personnel and operations. In addition, the key
personnel of the acquired company may decide not to work for
Howard Llewellyn. Acquisitions also involve the need for
integration into existing administration, services and marketing.
Any amortization of goodwill, other assets or other charges
resulting from the costs of these acquisitions, could limit
Howard Llewellyn's profitability, if any and decrease the value
of its stock. In addition, our liquidity and capital may be
diminished as a result of a business combination and our capital
may be further depleted by the operating losses (if any) of the
business we may acquire.
Financial risks
Howard Llewellyn has no operating history and financial results
are uncertain.
Howard Llewellyn is a young company with no history of earnings
or profits and there is no assurance that it will operate
profitably in the future. There is no past history upon which to
base planned operating expenses. As a result it is difficult to
accurately forecast potential revenue. In order to become
profitable, Howard Llewellyn must:
- execute on its business model;
- create brand recognition;
- manage growth in its operations;
- create a customer base cost-effectively;
- retain customers;
- access additional capital when required; and
- attract and retain key personnel.
Until we complete the initial feasibility study we cannot be
confident that our business model will be successful or that we
meet these and other challenges, risks and uncertainties. If we
fail to successfully meet these challenges, Howard Llewellyn will
likely never become profitable.
Howard Llewellyn will need additional financing which may not be
available, or which may dilute the ownership interests of
investors.
Howard Llewellyn's ultimate success will depend on its ability to
raise additional capital. No commitments to provide additional
funds have been made by management or other shareholders. We have
not investigated the availability, source or terms of additional
financing. When 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 acceptable terms. If not
available our operations would be severely limited, and we would
be unable to implement our business plan.
Investment risks
Howard Llewellyn's common stock has no prior
market and prices may decline after the offering. There is no
public market for Howard Llewellyn's common stock and you cannot
be certain that a market will develop or that any shareholder
will be able to liquidate its investment without considerable
delay, if at all. If a market should develop, the price may be
highly volatile. If you should decide to invest any or all of
these factors will have an affect on the price you would receive
if you decided to sell all or part of your stock.
Many brokerage firms may not be willing to handle transactions in
our securities. Even if a buyer finds a broker willing to buy or
sell Howard Llewellen stock the combination of brokerage
commissions, state transfer taxes, if any, and other selling
costs may be larger than the selling price.
Many lending institutions will not permit the use of such
securities as collateral for loans. Thus, you may be unable to
sell or recover your investment in Howard Llewellen stock.
The securities of Howard Llewellen, when and if they become
available for trading, will be subject to the Securities and
Exchange Commission rule that imposes special sales practice
requirements upon broker-dealers that sell such securities to
other than established customers or accredited investors. For
purposes of the rule, the phrase "accredited investors" means, in
general
terms:
a) institutions with assets exceeding $5,000,000;
b) individuals having a net worth in excess of $1,000,000
or having an annual income that exceeds $200,000 (or
that, combined with a spouse's income, exceeds
$300,000).
For transactions covered by the rule, the broker-dealer must make
a special suitability determination for the purchaser and receive
the purchaser's written agreement to the transaction prior to the
sale. This rule may affect your ability to buy or sell in any
market that may develop.
Investors may face significant restrictions on the resale of
Howard Llewellen stock due to state and federal laws and
regulations.
Because the securities of Howard Llewellen have not been
registered for resale under the blue sky laws of any state.
Holders of such shares and those persons desiring to purchase
them in any market that may develop should be aware that there
may be state blue sky law restrictions on the ability of
investors to sell or purchasers to buy its securities. Investors
should consider the secondary market for Howard Llewellen
securities to be a limited one. You may be unable to sell your
stock without the significant expense of state registration or
qualification.
In addition, the Securities and Exchange Commission has adopted a
number of rules to regulate "penny stocks." Because our
securities may constitute a penny stock within the meaning of the
rules, the rules would apply to Howard Llewellen and its
securities. The rules may further affect your ability to sell
your shares in any market that may develop.
Shareholders should be aware that, according to the Securities
and Exchange Commission Release No. 34-29093, the market for
penny stocks has suffered in recent years from patterns of fraud
and abuse.
Summary of risks relating to penny stocks.
1) Howard Llewellen stock is a penny stock.
2) Some states will not allow you to sell to their citizens.
3) Some broker/dealers will not handle transactions in penny
stocks.
4) SEC rules make selling your stock a cumbersome procedure.
5) Penny stock markets can be very volatile with large
swings up or down.
USE OF PROCEEDS
The net proceeds to Howard Llewellyn from the sale of the
1,000,000 shares of common stock offered at an assumed initial
public offering price of $.01 per share are estimated to be
$10,000. Howard Llewellyn expects to use the net proceeds as
follows:
Purpose 50% Subscription* 100% Subscription**
Organizational Purposes $ 1,000 $ 1,000
Feasibility of License/Market
Research 4,500 6,500
EDGAR filing fees 2,500 2,500
$ 5,000 $10,000
* Assumes sale of 50% of the stock being offered
** Assumes sale of 100% of the stock being offered
Howard Llewellyn continually evaluates other business
opportunities that may be available to it, whether in the form of
assets acquisitions or business combinations. Howard Llewellyn
may use a portion of the proceeds for these purposes. We are not
currently a party to any contracts, letters of intent,
commitments or agreements and are not currently engaged in active
negotiations with respect to any acquisitions.
Howard Llewellyn has not yet determined the amount of net
proceeds to be used specifically for any of the foregoing
purposes. Accordingly, management will have significant
flexibility in applying the net proceeds of the offering.
DETERMINATION OF OFFERING PRICE
We arbitrarily determined the
price of the Units in this Offering. The offering price is not an
indication of and is not based upon the actual value of Howard
Llewellyn. It bears no relationship to the book value, assets or
earnings or any other recognized measure of value. The offering
price should not be regarded as an indicator of the future market
price of the securities.
SELLING SECURITY HOLDERS
There are no selling security holders.
PLAN OF DISTRIBUTION
Howard Llewellyn will sell a maximum of
1,000,000 shares of its common stock to the public on a "best
efforts" basis. There can be no assurance that any of these
shares will be sold. This is not an underwritten offering.
Howard Llewellyn has not committed to keep the Registration
Statement effective for any set period of time after the six
months mentioned on the cover page of this Prospectus. The gross
proceeds to Howard Llewellyn will be $10,000 if all the shares
offered are sold. No commissions or other fees will be paid,
directly or indirectly, by Howard Llewellyn, or any of its
principals, to any person or firm in connection with solicitation
of sales of the shares. No public market currently exists for
shares of the common stock. Howard Llewellyn intends to apply to
have its shares traded on the OTC bulletin board.
Legal proceedings
Howard Llewellyn is not a party to any pending
legal proceeding or litigation and none of its property is the
subject of a pending legal proceeding. Further, the Officers and
Directors know of no legal proceedings against Howard Llewellyn
or its property contemplated by any governmental authority.
Directors, executive officers, promoters and control personsThe
following table sets forth the name, age and position of each
director and executive officer of Howard Llewellyn:
Name Age Position
Linden J. Soles 43 President and Director since
November, 1999
Jeffrey T. Reid 38 Vice President and
Director since November 1999
Frederick W. Vanstone 59 Secretary Treasurer and
Director since November, 1999
The Directors will serve until the first annual meeting of Howard
Llewellyn's shareholders and their successors are elected and
qualified. 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.
Biographical information
Linden J. Soles has been an officer and director of Howard
Llewellen since November, 1999. For several years Mr. Soles has
been an internationally known and respected broadcast journalist.
Beginning in 1972 in his home city of Winnipeg, Manitoba, Linden
worked at a number of radio and television stations including the
Canadian Broadcasting Corporation. Moving to Vancouver, BC in
1991, Mr. Soles became the top rated newscaster in the history of
television in that city. He wrote, produced and was featured in
many local and national feature stories and documentaries. In
1993, he moved to Atlanta, Georgia and became a featured anchor
person on CNN. He served as anchor on "Prime News", "The World
Today", and "World News". He was the host, writer, producer,
director and composer on "CNN Year in Review" - 1995 and "Requiem
For Oklahoma City". He co-produced "America Mourns - CNN
Presents". Mr. Soles is currently President of Linden Soles
Multimedia, Inc., Atlanta Georgia.
Frederick W. Vanstone has served as an officer and director of
the Company since October, 1999. From 1996 to the present Mr.
Vanstone has served as Chief of Staff, Crossroads Family of
Ministries, Burlington, Ontario. For the previous eleven years
Mr. Vanstone was associated with Oral Roberts Ministries, Tulsa,
Oklahoma. He served as officer and director of the parent
organization as well as subsidiaries and associated entities. In
1979 and 1980 he was CEO of Standard Guarantee Corporation. From
1972 through 1978, Mr. Vanstone served as Chief Financial and
Administrative Officer for the Jim Pattison Group of Companies.
From 1978 to the present Mr. Vanstone has also operated Vandelia
Enterprises Litd. A company specializing in investment,
consulting and development banking.
Jeffrey T. Reid has served as an officer and director of Howard
Llewellen since October, 1999. From 1992 to the present, Mr.
Reid is the Franchise Owner of Boston Pizza International
Restaurants. Edmonton, Alberta. From 1990 through 1992 he was
territory and account manager for Cartier Wines and Beverages
Ltd. He covered Saskatchewan, Manitoba and Alberta for that
company. Prior to that he served as an independent freelance
producer, production manager and sound engineer in Winnipeg,
Manitoba.
Security ownership of certain beneficial owners and management
The following table sets forth, as of March 28, 2000, Howard
Llewellyn's outstanding common stock owned of record or
beneficially by each Executive Officer and Director and by each
person who owned of record, or was known by Howard Llewellyn to
own beneficially, more than 5% of its common stock, and the
shareholdings of all Executive Officers and Directors as a group.
Each person has sole voting and investment power with respect to
the shares shown.
Shares Percentage of
Name Owned Shares Owned
Linden J. Soles 250,000 5.00
President and Director
729-D Edgewood Avenue, NE
Atlanta, GA 30307 -2481
Frederick W. Vanstone 150,000 3.00
Secretary, Treasurer,
and Director
Jeffrey T. Reid 100,000 2.00
Vice-President and Director
All Executive Officers and
Directors as a Group 500,000 10.00%
Description of Securities
The following description of Howard Llewellyn's capital stock is
a summary of the material terms of its capital stock. This
summary is subject to and qualified in its entirety by Howard
Llewellyn's Articles of Incorporation and Bylaws, and by the
applicable provisions of Nevada law.
The authorized capital stock of Howard Llewellyn consists of
100,000,000 shares of Common Stock having a par value of $0.001
per share per share. The Articles of Incorporation do not permit
cumulative voting for the election of directors, and shareholders
do not have any
preemptive rights to purchase shares in any future issuance of
Howard Llewellyn's common stock.
The holders of shares of common stock of Howard Llewellyn do not
have cumulative voting rights in connection with the election of
the Board of Directors, which means that the holders of more than
50% of such outstanding shares voting for the election of
directors can elect all of the directors to be elected, if they
so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of Howard Llewellyn's
directors.
The holders of shares of common stock are entitled to dividends
out of funds legally available when and as declared by the Board
of Directors. The Board of Directors has never declared a
dividend and does not anticipate declaring a dividend in the
future. Each outstanding share of common stock entitles the
holder thereof to one vote per share on all matters. The holders
of the shares of common stock have no preemptive or subscription
rights. In the event of liquidation, dissolution or winding up of
the affairs of Howard Llewellyn, holders are entitled to receive,
ratably, the net assets available to shareholders after payment
of all creditors.
All of the issued and outstanding shares of common stock are duly
authorized, validly issued, fully paid, and non-assessable. To
the extent that additional shares of Howard Llewellyn's common
stock are issued, the relative interests of existing shareholders
may be diluted.
Disclosure of Commission position on indemnification for
Securities Act liabilities
Howard Llewellyn's Articles of Incorporation provide that it will
indemnify its officers and directors to the full extent permitted
by Nevada state law. Howard Llewellyn's bylaws provide that it
will indemnify and hold harmless each person who was, is or is
threatened to be made a party to or is otherwise involved in any
threatened proceedings by reason of the fact that
he or she is or was a director or officer of Howard Llewellyn or
is or was serving at the request of Howard Llewellyn as a
director, officer, partner, trustee, employee, or agent of
another entity, against all losses, claims, damages, liabilities
and expenses actually and reasonably incurred or
suffered in connection with such proceeding.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Howard Llewellyn pursuant to the forgoing
provisions or otherwise, Howard Llewellyn has been advised that,
in the opinion of the Securities
and Exchange Commission, such indemnification is against public
policy as expressed in that Act and is, therefore, unenforceable.
Description of the business
General
On April 5, 1999 Howard Llewellen received from David R.
Mortenson & Associates of Alvin, Texas, the rights to distribute
and produce, in the state of Florida, an oxygen enriched water
product for fish farming, aquaculture, mariculture, poultry
raising, and for treating animal waste from dairies, feedlots of
all kinds, and for other similar uses. These production and
distribution rights were received from Mortenson in exchange for
2,000,000 shares of common stock. Mortenson acquired these
rights from the inventors of the product, N. W. Technologies,
Inc. under a distribution agreement. Several months later the
contract granting David R. Mortenson & Associates rights to the
technology was withdrawn. Mortenson sued N.W. Technologies Inc.
in Harris County Court, Houston Texas.
To compensate for the possibility that we could lose our
principal asset and the obvious delay that this dispute and court
action has caused, David R. Mortenson & Associates has agreed to
suspend all financial requirements that are due or will be due in
the future until the dispute with N.W. is resolved. They have
also agreed to grant an alternative license to Howard Llewellen
for the distribution of vitamin and herbal supplements for the
Provinces of Saskatchewan and Manitoba, Canada. This license
will enable us to create a business plan and start the process of
getting into business.
The License.
Howard Llewellen has a three year license to market and sell
vitamins, minerals, nutritional supplements, and other health and
fitness products to medical professionals, alternative health
professionals, martial arts studios and instructors, sports and
fitness trainers, other health and fitness professionals, school
and other fund raising programs and other similar types of
customers. All of these individuals and organizations will
order their products via the Internet for sale to their clients.
The license will be automatically renewed unless Howard Llewellen
or Vitamineralherb.com gives the other notice of its intent not
to renew.
As a licensee of Vitamineralherb.com, eliminates the need to
develop products, store inventory, build and maintain a website,
establish banking liaisons, and develop a fulfillment system,
thereby enabling us to focus strictly on marketing and sales. We
plan to target health and fitness professionals in Saskatchewan
and Manitoba who wish to offer health and fitness products to
their customers.
Howard Llewellen (and its customers) will have access to all
products offered on the Vitamineralherb.com website, as well as
the ability to order custom-formulated and custom-labeled
products. Vitamineralherb.com sets the price for products based
on the manufacturer's price, plus a markup that provides a 10%
commission to Vitamineralherb.com and a profit for us.
Three different labeling options are available to customers:
- - products may be ordered with the manufacturer's standard
label with no customization.
- - the fitness or health professional may customize the labels
by adding its name, address, and phone number to the standard
label. In most cases, these labels would be a standardized label
with product information and a place on the label for the wording
"Distributed by." This gives these health and fitness
professionals a competitive edge.
- - labels may be completely customized for the health or
fitness professional.
When a fitness or health professional becomes a client our
salesperson will show the client how to access the
Vitamineralherb.com website. The client is assigned an
identification number that identifies it by territory,
salesperson, and business name, address, and other pertinent
information. The health or fitness professional may then order
the products it desires directly through the Vitamineralherb.com
website, as they need them and pay for the purchase with a credit
card, electronic check ("e-check"), or debit card. All products
are shipped by the manufacturer directly to the professional or
his clients.
We do not have to purchase and maintain a large inventory, have
an order desk or shipping department. This method of doing
business, which only a short time ago would be unthinkable is now
a preferred way of shopping , both wholesale or retail, for a
large segment of the population of North America.
The website is maintained by Vita and each licensee pays an
annual website maintenance fee of $500. All financial
transactions are handled by Vita's Internet clearing bank. The
Vitamineralherb.com webmaster downloads e-mail orders several
times a day, checks with clearing bank for payment and then
submits the product order and electronic payment to International
Formulation and Manufacturing. Vita then forwards the money due
Howard Llewellen via electronic funds transfer.
Vita's software tracks all sales through the customer's
identification number, and at month end,
e-mails a detailed report including sales commissions.
Vitamineralherb.com has indicated that it will use e-commerce
advertising such as banner ads on major servers and websites, as
well as attempting to insure that all major search engines pick
Vitamineralherb.com first. All sales originating from the
website to customers located in Saskatchewan or Manitoba will
automatically be assigned to Howard Llewellen
Background on the Manufacturer and Distributor.
On June 9, 1999, Vitamineralherb.com entered into a manufacturing
agreement with International Formulation and Manufacturing Inc. a
nutraceuticals manufacturing firm, located in San Diego,
California, USA. International Formulation and Manufacturing has
been a contract manufacturer of vitamin, mineral, nutritional
supplement, and alternative health products for various marketing
organizations for approximately six years. International
Formulation and Manufacturing does no retail marketing.
In addition to a line of standard products, International
Formulation and Manufacturing is able to manufacture custom
blended products for customers. International Formulation and
Manufacturing also has the capability to supply privately labeled
products for Howard Llewellen customers at a minimal added cost.
Vitamineralherb.com has just begun developing its vitamin
marketing and distributorship business.
Implementation of the business plan.
Howard Llewellen's business plan is to determine the feasibility
of selling Vitamineralherb.com products to targeted markets. We
may, during the next six to twelve months, conduct research into
the various potential target markets. Should Howard Llewellen
determine that its business plan is feasible, we intend to employ
salespeople to call on medical professionals, alternative health
professionals, martial arts studios and instructors, sports and
fitness trainers, other health and fitness professionals, school
and other fund raising programs and other similar types of
customers. We will attempt to interest these professionals in
selling to their clients high-quality, low-cost vitamins,
minerals, nutritional supplements, and other health and fitness
products. These professionals would sell the products to their
clients and order them through the Internet.
If the net proceeds received from this offering are not enough to
accomplish this we will have to obtain additional financing
through an additional offering or through capital contributions
by current shareholders. No commitments to provide additional
funds have been made by management or shareholders. You cannot
be sure that any additional funds will be available on terms
acceptable to Howard Llewellen or at all. We expect to begin
earning revenues shortly after a sales force is in place.
Growth of the Internet and electronic commerce.
The Internet has become a favored medium for communication,
information and commerce. According to NUA Internet Surveys, as
of February 2000, there were approximately 275.5 million Internet
users worldwide. At the IDC Internet Executive Forum held on
September 28-29, 1999, IDC stated that in 1999 US $109 billion in
purchases were impacted by the Internet. IDC's vice president,
Sean Kaldor, indicated that figure is expected to increase more
than ten-fold over the next five years to US $1.3 trillion in
2003, with $842 million completed directly over the Web. Howard
Llewellen believes that this dramatic growth presents significant
opportunities for online retailers.
The vitamin, supplement, mineral and alternative health product
market.
In recent years, a growing awareness of vitamins, herbs, and
other dietary supplements by the general public has created a
whole new segment in the field of medicine and health care
products. According to Jupiter Communications, online sales of
such products are expected to be US $434 million in the year
2003, up from $1 million in 1998. Howard Llewellen believes that
several factors are driving this growth, including a rapidly
growing segment of the population that is concerned with aging
and disease, a growing interest in preventative health care,
favorable consumer attitudes toward alternative health products
and a favorable regulatory statute, the Dietary Supplement Health
and Education Act of 1994.
The removal of most, if not all import duties, under the NAFTA
accord enables Howard Llewellen to import goods without undue
trouble or delay. Some of sources relied upon for product will
undoubtedly be located in Canada and will be easily available to
Canadian customers as well as being exported to the United
States.
The electronic commerce industry is new, rapidly evolving and
intensely competitive, and Howard Llewellen expects competition
to intensify in the future. Barriers to entry are low and current
and new competitors can launch sites at a relatively small cost.
In addition, the vitamin supplement, mineral and alternative
health product market is very competitive and highly
fragmented, with no clear dominant leader and increasing public
and commercial attention.
Our competitors can be divided into several groups including:
- - traditional vitamins, supplements, minerals and alternative
health products retailers;
- - the online retail initiatives of several traditional
vitamins, supplements, minerals and alternative health products
retailers;
- - online retailers of pharmaceutical and other health-related
products that also carry vitamins, supplements, minerals and
alternative health products;
- - independent online retailers specializing in vitamins,
supplements, minerals and alternative health products;
- - mail-order and catalog retailers of vitamins, supplements,
minerals and alternative health products, some of which have
already developed online retail outlets; and
- - direct sales organizations, retail drugstore chains, health
food store merchants, mass market retail chains and various
manufacturers of alternative health products.
Many of Howard Llewellen's potential competitors have longer
operating histories, larger customer or user base, greater brand
recognition and significantly greater financial, marketing and
other resources than we have. In addition, an online retailer
may be acquired by, receive investments from, or enter into other
commercial relationships with, larger, well-established and well-
financed companies as use of the Internet and other electronic
services increases.
Competitors have and may continue to have aggressive pricing
policies and devote substantially more resources to website and
systems development than Howard Llewellen does. Increased
competition may result in reduced operating margins and loss of
market share.
Howard Llewellen believes that the principal competitive factors
in its market are:
- - ability to attract and retain customers;
- - variety and size of product selection;
- - product pricing;
- - ability to customize products and labeling;
- - quality and responsiveness of customer service.
We believe that we can compete favorably on these points however,
we will have no control over how successful our competitors are
in addressing these factors. In addition, our online competitors
can duplicate many of the products or services offered on the
Vitamineralherb.com site.
Howard Llewellen believes that traditional retailers of vitamins,
supplements, minerals and other alternative health products face
several challenges:
- - Lack of convenience and personalized service. Traditional
retailers have limited store hours and locations. Traditional
retailers are also unable to provide consumers with product
advice tailored to their particular situation.
- - Limited product assortment. The capital and real estate
intensive nature of store-based retailers limit the product
selection that can be economically offered in each store
location.
- - Lack of Customer Loyalty. Although the larger traditional
retailers often attract customers, many of these customers are
only one-time users. People are often attracted to the name
brands, but find the products too expensive.
- - The multilevel structure of some marketing organizations
mandates high prices.
As a result of the foregoing limitations, we believe there is
significant unmet demand for a shopping channel like that of Vita
that can provide consumers of vitamins, supplements, minerals and
other alternative health products with a broad array of products
and a convenient and private shopping experience.
Howard Llewellen hopes to attract and retain consumers through
the following key attributes of its business:
- - Broad Expandable Product Assortment. Howard Llewellen's
product selection is substantially larger than that offered by
store-based retailers.
- - Low Product Prices. Product prices can be kept low due to
volume purchases through Howard Llewellen's affiliation with
Vitamineralherb.com and other licensees. Having no inventory or
warehouse space and need for limited administration will also
make our prices lower. All products are shipped from the
International Formulation and Manufacturing inventory.
- - Accessibility to Customized Products. At minimal cost,
health and fitness practitioners may offer their customers
customized products.
- - Access to Personalized Programs. Health or fitness
professional can tailor vitamin and dietary supplement regimes to
the individual needs of their clients..
Regulatory Environment.
The manufacturing, processing, formulating, packaging, labeling
and advertising of the products Howard Llewellen sells in Canada
will be subject to regulation by Health Canada which administers
the Food and Drugs Act along with relevant regulations.
Regulated products include herbal remedies, natural health
remedies, functional foods and nutraceuticals. Health Canada
regulates the formulation, manufacture, labeling and distribution
of foods, including dietary supplements, cosmetics and over-the-
counter or homeopathic drugs. Under the Food and Drugs Act, a
variety of enforcement actions are available to Health Canada
against marketers of unapproved drugs or "adulterated" or
"misbranded" products. These include: criminal prosecution;
injunctions to stop sales; seizure of products; adverse
publicity, "voluntary" recalls and labeling changes.
The Consumer Packaging and Labeling Act, as administered by
Industry Canada, requires that certain information labeling be
presented in a prescribed manner on all foods, drugs, dietary
supplements and cosmetics. A product may be deemed an unapproved
drug and "misbranded" if it bears improper claims or improper
labeling.
The manufacturing, processing, formulating, packaging, labeling
and advertising of the products we sell may also be subject to
regulation by one or more U.S. federal agencies, including the
Food and Drug Administration, the Federal Trade Commission, the
United States Department of Agriculture and the Environmental
Protection Agency. These activities may also be regulated by
various agencies of the states, localities and foreign countries
in which consumers reside.
The Food and Drug Administration, in particular, regulates the
formulation, manufacture, labeling and distribution of foods,
including dietary supplements, cosmetics and over-the- counter or
homeopathic drugs in the United States.
Food and Drug Administration regulations require that
informational labeling be presented in a certain manner on all
foods, drugs, dietary supplements and cosmetics.
The Food and Drug Administration has indicated that claims or
statements made on a company's website about dietary supplements
may constitute "labeling" and thus be subject to regulation by
the Food and Drug Administration.
It is possible that the statements presented in connection with
product descriptions on Vita's site may be determined by the Food
and Drug Administration to be drug claims rather than
nutritional statements. Some of suppliers may incorporate
objectionable statements directly in their product names or on
their products' labels, or otherwise fail to comply with the
manufacturing, labeling and registration requirements for over-
the-counter or homeopathic drugs or dietary supplements. As a
result, Vitamineralherb.com may have to remove or modify some
statements, products or labeling from its website.
Howard Llewellen cannot predict what Canadian or U.S. laws and
regulations will come in the future nor can it determine what
effect additional regulations would have on our business in the
future. Although the regulation of dietary supplements is less
restrictive than that of drugs and food additives we cannot
assure you that the regulations applied to dietary supplements
will remain less restrictive.
Any new laws or regulations applicable to our business could
require the reformulation of certain products to meet new
standards, the recall or dropping of certain products, additional
record keeping, expanded listing of properties of certain
products or expanded or different labeling.
Regulation of the Internet.
In general, existing laws and regulations apply to the Internet.
The precise applicability of these laws and regulations to the
Internet is sometimes uncertain. The vast majority of such laws
were passed before the Internet was available and do not address
the unique issues of the Internet or electronic commerce.
Numerous federal and state government agencies have already
demonstrated significant activity in promoting consumer
protection on the Internet. Due to the increasing use of the
Internet for commerce and communication, it is possible that new
laws and regulations could be passed. These new laws and
regulations could cover issues such as user privacy, freedom of
expression, advertising, pricing, content and quality of products
and services, taxation, intellectual property rights and
information security. The adoption of such new laws or
regulations and the existing laws and regulations may slow the
growth of Internet use and result in a decline in Howard
Llewellen's sales.
A number of legislative proposals have been made at the federal,
state and local level and by foreign governments that would
impose additional taxes on the sale of goods and services over
the Internet and some states have taken measures to tax Internet-
related activities. Although Congress recently placed a three-
year moratorium on new state and local taxes on Internet access
or on discriminatory taxes on electronic commerce, existing state
or local laws were expressly excepted from this moratorium. Once
this moratorium is lifted, some type of federal and/or state
taxes may be imposed upon Internet commerce. Such legislation
could impair growth and, as a result have a negative affect on
our business.
Employees.
Howard Llewellen is a development stage company and currently has
no employees. Howard Llewellen is currently managed by its
officers and directors. We look to the board for their management
and financial skills and talents. Management plans to use
consultants, attorneys and accountants as necessary and does not
plan to hire any full-time employees in the near future other
than sales people to set up accounts.
Available Information and Reports to Securities Holders.
Howard Llewellen has filed with the Securities and Exchange
Commission a Registration Statement on Form SB-2 with respect to
the common stock offered by this Prospectus. This Prospectus,
which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration
Statement or the exhibits and schedules which are part of the
Registration Statement. For further information with respect to
Howard Llewellen and its common stock, see the Registration
Statement and the attached exhibits. Any document we file may be
read and copied at the Commission's Public Reference Room located
at 450 Fifth Street N.W., Washington D.C. 20549, and the public
reference rooms in New York, New York, and Chicago, Illinois.
Please call the Commission at 1-800-SEC-0330 for further
information about the public reference rooms. Our filings with
the Commission are also available to the public from the
Commission's website at http://www.sec.gov.
Upon completion of this offering, Howard Llewellen will become
subject to the information and periodic reporting requirements of
the Securities Exchange Act and, accordingly, will file periodic
reports, proxy statements and other information with the
Commission. Such periodic reports, proxy statements and other
information will be available for inspection and copying at the
Commission's public reference rooms and the website of the
Commission.
Forward looking statements
You should not rely on forward-looking statements in this
Prospectus. This Prospectus contains forward-looking statements
that involve risks and uncertainties. We use words such as
anticipates", "believes", "plans", "expects", "future", "intends"
and similar expressions to identify these forward-looking
statements. Actual results could differ materially from those
anticipated in these statements for many reasons.
Management's discussion and analysis or plan of operation.
The following discussion and analysis of Howard Llewellyn's
financial condition and results of operations should be read with
the Financial Statements and accompanying notes and the other
financial information appearing elsewhere in this Prospectus.
Upon the completion of all or part of the sale of shares
contained in this Offering we intend to proceed as quickly as
possible to do an in-depth feasibility study. If and when that
study proves the project to be feasible we will hire one or more
sales representatives to sign up potential customers
Estimated expenses for the next twelve months are as follows:
US dollars Cdn.dollar
s
Two sales persons
(draw against commissions)
@ $1000 per month* $36,000 $ 54,000
Administration $12,000 $ 18,000
Employee benefits $16,000 $ 24,000
Office rent $12,000 $ 18,000
Office supplies ( including furniture) $10,000 $ 15,000
Development stage costs
(including recruiting costs) $ 1,000 $ 1,500
Website maintenance $ 500 $ 750
Contingency (10%) $ 8,750 $ 13,125
Total first year expenses $96,250 $144,375
* All figures shown are in United States and Canadian dollars.
A conversion rate of 1.5 was used.
At the completion of the feasibility study we will determine
whether or not we will proceed with the business plan, hire
employees and generate sales. If we decide to proceed we will
need a minimum of $100,000 in additional capital. This will
require a capital injection through a private placement or the
amending of this Prospectus. If required, me may have to file
an entirely new Registration Statement and Prospectus.
If the additional capital is not received operations would be
scaled down or not begun. If no funds are received from this
Offering, management would not proceed with the business and
either delay starting or cancel the project completely.
Results of Operations
During the period from April 5, 2000 through June 30, 2000,
Howard Llewellyn has engaged in no significant operations other
than organizational activities, acquisition of the rights to
market Vitamineralherb.com Inc. products and preparation for
registration of its securities. We received no revenues during
this period.
For the current fiscal year, Howard Llewellyn anticipates
incurring a loss as a result of organizational expenses, expenses
associated with this Registration Statement and expenses
associated with setting up a company structure to begin
implementing our business plan. Howard Llewellyn anticipates
that until these procedures are completed it will not generate
revenues and will continue to operate at a loss.
Howard Llewellyn's business plan is to determine the feasibility
of marketing Vitamineralherb.com products in various markets,
and, if the products prove to be in demand, begin marketing and
sales.
Liquidity and Capital Resources
Howard Llewellyn remains in the development stage and, since
inception, has experienced no significant change in liquidity or
capital resources or shareholders' equity. Our balance sheet as
of June 30, 2000, reflects total assets of $ 2,261in the form of
a license and capitalized organizational costs.
In order to determine the feasibility of its business plan Howard
Llewellyn plans during the next six to twelve months to conduct
research into various potential target markets. Should we
determine that the exploitation of the license is feasible, it
will engage salespeople to market the products. Based primarily
on discussions with Vita we believe that during our first
operational quarter, we will need approximately $100,000 (Cdn $
150,000) to achieve a sales level where ongoing operations can be
funded out of revenues. This capital infusion is intended to
cover costs of advertising, hiring and paying two salespeople,
and administrative expenses. In addition, Howard Llewellyn will
need approximately $260,000 (Cdn $ 390,000) in the event it
determines that its market will not pay in advance and it will
have to extend credit. We will have to obtain additional
financing through an offering or capital contributions by current
shareholders.
We are conducting this offering, in part, because we believe that
an early registration of our securities will help in raising
future capital. By having a Registration Statement in place we
believe we will be in a better position to conduct a future
public offering or a private placement with registration rights.
By registering these shares we feel that we will have to offer
lower discounts Howard for a future private placement. We feel
that investors will have more confidence due to the Rule
144(c)(1) public information requirement being satisfied and a
public market will exist for broker transactions. Howard
Llewellyn believes that the cost of registering its securities,
and making the disclosures that such a registration entails, will
be more than offset by avoiding deep liquidity discounts in
future sales of securities. No specific private investors have
been identified, but management has general knowledge of an
investor class interested in investing in companies that can
demonstrate some liquidity.
No commitments to provide additional funds have been made by
management or shareholders. A There can be no assurance that any
additional funds will be available on acceptable terms or at all.
Howard Llewellyn expects to begin earning revenues shortly after
a sales force is in place.
We also may engage in a combination with another business. We
cannot predict how much liquidity and capital resources will be
used for a business combination or whether our capital will be
further depleted by the operating losses (if any) of the concern
with which we may eventually combine. Howard Llewellyn has
engaged in discussions concerning potential business
combinations, but has not entered into any agreement.
Description of property
Howard Llewellyn currently maintains limited office space
provided by a shareholder for which it pays no rent. Its address
is 21112 123rd Avenue, Maple Ridge, BC V2X 4B4 Canada and its
phone number is (604) 467-9116. We do not believe that we will
need to obtain additional office space at any time in the
foreseeable future until the business plan is more fully
implemented.
Certain relationships and related transactions
No director, executive officer or nominee for election as a
director of Howard Llewellyn, and no owner of any of the
outstanding shares or any member of their immediate family has
entered into or proposed any transaction with the company.
Market for common equity and related stockholder matters
No established public trading market exists for Howard
Llewellyn's securities. We have no common equity subject to
outstanding purchase options or warrants or no securities
convertible into its common equity. There is no common equity
that could be sold pursuant to Rule 144 under the Securities Act
or that we have agreed to register under the Securities Act for
sale by shareholders. Except for this Offering, there is no
common equity that is being, or has been publicly proposed to be,
offered by Howard Llewellyn.
As of June 30, 2000, there were 5,100,000 shares of common stock
outstanding, held by 51 shareholders of record. Upon
effectiveness of the Registration Statement that includes this
Prospectus, all of Howard Llewellyn's outstanding shares will be
eligible for sale.
To date Howard Llewellyn has not paid any dividends on its common
stock and does not expect to declare or pay any dividends on its
common stock in the foreseeable future. Payment of any dividends
will depend upon future earnings, if any, our financial
condition, and other factors that the Board of Directors
consider relevant.
Executive compensation
No officer or director has received any remuneration from Howard
Llewellyn. Although there is no current plan in existence, it is
possible that we will adopt a plan to pay or accrue compensation
to the Officers and Directors for services related to the
implementation of the business plan. Howard Llewellyn has no
stock option, retirement, incentive, defined benefit, actuarial,
pension or profit-sharing programs for the benefit of directors,
officers or other employees, but the Board of Directors may
recommend adoption of one or more such programs in the future.
We have no employment contract or compensatory plan or
arrangement with any executive officer. The Directors and
Officers currently do not receive any cash compensation for
service as a members of the Board of Directors. There is no
compensation committee and no compensation policies have been
adopted.
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A Development Stage Enterprise)
AUDIT REPORT
December 31, 1999
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80222
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
TABLE OF CONTENTS
ITEM PAGE
Report of Certified Public Accountant..................... F1
Balance Sheet, December 31, 1999 ......................... F2
Statement of Operations, for the
Period April 2, 1999 (Inception)
Through December 31, 1999................................. F3
Statement of Stockholders Equity
(Deficit), April 2, 1999 (Inception)
Through December 31, 1999................................. F4
Statement of Cash Flows for the
Period From April 2, 1999 (Inception)
Through December 31, 1999 ................................ F5
Notes to Financial Statements............................ F6&F7
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 S. Belaire Street, Suite 500
Denver, Colorado 80210
(303) 782-0878
INDEPENDENT AUDITORS REPORT
Board of Directors
Howard Llewellen Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, British Columbia V2X4B4
Canada
Sirs:
I have audited the accompanying Balance Sheet of Howard Llewellen
Argentina Group Inc. (A Development Stage Enterprise) as of
December 31, 1999 and the Statements of Operations, Stockholders'
Equity, and Cash Flows for the period April 2, 1999 (Inception)
through 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
audits.
My examination was made in accordance with generally accepted
auditing standards. Those standards require that I plan and
perform the audits to obtain reasonable assurance as to 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 our
audit provides a reasonable basis for our opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of
Howard Llewellen Argentina Group Inc. as of December 31, 1999,
and the results of its operations and changes in its cash flows
for the period from April 2, 1999 (Inception) through December
31, 1999, in conformity with generally accepted accounting
principles.
Janet Loss, C.P.A., P.C.
June 29, 2000
F1
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEET
DECEMBER 31, 1999
ASSETS
CURRENT ASSETS:
LICENSE RIGHTS $ 2,000
TOTAL ASSETS $ 2,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
TOTAL CURRENT LIABILITIES $ 0
STOCKHOLDERS EQUITY:
COMMON STOCK, $0.001 PAR
VALUE; 100,000,000 SHARES
AUTHORIZED; 5,000,000 SHARES
ISSUED AND OUTSTANDING $ 2,500
ADDITIONAL PAID-IN CAPITAL 147
DEFICIT (647)
TOTAL STOCKHOLDERS' EQUITY (DEFICT) 2,000
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY $ 2,000
The accompanying notes are an integral part of the financial
statements.
F2
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
REVENUES: $ 0
OPERATING EXPENSES:
FEES $ 165
TAXES AND LICENSES 320
OFFICE EXPENSES 162
TOTAL OPERATING EXPENSES 647
NET (LOSS) $ (647)
NET (LOSS) PER SHARE FOR THE PERIOD $ (0.0002)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,000,000
The accompanying notes are an integral part of the financial
statements.
F3
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT)
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
(Deficit)
Accumulat
Common Common Additional During Total
Stock Stock Paid-in the Stockholders
Number of Amount Capital Development Equity
Shares Stage
April 2, 1999
Issuance of
Common Stock for 500000 500 147 0 647
Cash
Issuance of
Common Stock
For License 2000000 2,000 0 0 2,000
Rights
Issuance of
Common Stock 2500000 0 0 0 0
Reflecting 2-1
forward split
Deficit for the
Period From
December 31,
1999 (Inception) 0 0 0 (647) (647)
Through December
31, 1999
Balance December 5000000 (647) 2,500 147 2,000
31, 1999
The accompanying notes are an integral part of the financial
statements.
F4
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE PERIOD APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31,
1999
CASH FLOWS FROM (TO) OPERATING
ACTIVITIES:
NET INCOME (LOSS) $ (647)
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF LICENSE RIGHTS (2,000)
CASH FLOWS FROM (TO) FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCKS 2,647
INCREASE (DECREASE) IN CASH 0
CASH, BEGINNING OF PERIOD 0
CASH, END OF PERIOD 0
The accompanying notes are an integral part of the financial
statements.
F5
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
NOTE I ORGANIZATION AND HISTORY
The Company is a Nevada Corporation and the Company has been in
the development stage since its formation on April 2, 1999.
The Companys only activities have been organizational, directed
at acquiring its principle assets, raising its initial capital
and developing its business plan.
On April 2, 1999, HOWARD LLEWELLEN ARGENTINA GROUP INC. issued
500,000 shares of common stock to the officers and directors as
founders' shares in return for the time, effort and expenditures
to organize and form the corporation. On April 28, 1999 HOWARD
LLEWELLEN ARGENTINA GROUP INC. issued 2,000,000 shares of common
stock in return for the water treatment rights for the state of
Pennsylvania and the development of the business plan.
On November 24, 1999 all 2,500,000 shares of common stock of
HOWARD LLEWELLEN ARGENTINA GROUP INC. were purchased by the
present shareholders. They immediately effected a two - to - one
forward split for a total of 5,000,000 issued and outstanding
shares
NOTE II SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
DEVELOPMENT STAGE ACTIVITIES
The Company has been in the development stage since inception.
ACCOUNTING METHOD
The Company records income and expenses on the accrual method.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents includes cash on hand, cash on deposit,
and highly liquid investments with maturities generally of three
months or less. At December 31, 1999, there were no cash
equivalents.
F6
YEAR END
The Company has elected to have a fiscal year ended December 31.
USE OF ESTIMATES
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that effect the reported amounts
of assets and liabilities at the date of financial statements, as
well as revenues and expenses reported for the periods presented.
The Company regularly assesses these estimates and, while actual
results may differ management believes that the estimates are
reasonable.
NOTE III RELATED PARTY TRANSACTIONS
The Company has entered into an agreement made effective April 5,
1999 with David R. Mortenson & Associates (Grantor) to receive
the rights to distribute the products developed by NW
Technologies, Inc.
The Company agrees to pay the Grantor the sum of $2,000 in the
sum of 2,000,000 shares of common stock having a par value of
$0.001 per share.
NOTE IV - SUBSEQUENT EVENTS
In December, 1999 N.W. Technologies, Inc. unilaterally cancelled
its contract with David Mortenson & Associates. Early in the
year 2000 David Mortenson & Associates laid suit against N.W.
Technologies, Inc. in Harris County Court, Texas.
In the opinion of management, the Company has no direct or
indirect interest in the Texas lawsuit
In a letter dated January 5, 2000 David Mortenson & Associates
suspended all present and future payments under the License
Agreement until their dispute with N.W. Technologies is resolved.
On January 20, 2000 David Mortenson & Associates gave the Company
a License to distribute vitamins, minerals, herbs and other
health products and supplements through the Internet. The
license calls for a 10% add-on for all products purchased and an
annual $500 website maintenance fee. The effective date of the
License Agreement was January 3, 2000.
David R. Mortenson is a principal in both David Mortenson &
Associates and Vitamineralherb.com. He is at arms length with
the Company.
F7
HOWARD LLEWELLEN ARGENTINA GROUP INC.
INTERIM FINANCIAL STATEMENTS
AS OF JUNE 30, 2000
(PREPARED BY MANAGEMENT)
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
BALANCE SHEETS
AS AT JUNE 30, 2000 AND DECEMBER 31, 1999
(PREPARED BY MANAGEMENT)
ASSETS
June 30, 2000 December31,1999
Unaudited Audited
CURRENT ASSETS:
CASH $621 $ 0
TOTAL CURRENT ASSETS 621 0
OTHER ASSETS
LICENSE RIGHTS 2,000 2,000
TOTAL ASSETS 2,621 2,000
LIABILITIES AND STOCKHOLDERS EQUITY
CURRENT LIABILITIES:
ACCOUNTS PAYABLE 0 0
TOTAL CURRENT LIABILITIES 0 0
STOCKHOLDERS EQUITY:
COMMON STOCK $0.001 PAR
VALUE; 100,000,000 SHARES
AUTHORIZED AND 5,100,000
(5,000,000) SHARES ISSUED
AND OUTSTANDING 2,600 2,500
ADDITIONAL PAID-IN CAPITAL 13,047 147
(DEFICIT ACCUMULATED DURING
THE DEVELOPMENT STAGE) (13,026) (647)
TOTAL STOCKHOLDERS' EQUITY 2,621 2,000
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $ 2,621 $ 2,000
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND FOR THE PERIOD
APRIL 2, 1999 (INCEPTION) TO DECEMBER, 31, 1999
(PREPARED BY MANAGEMENT)
June 30, 2000 December 31, 1999
Unaudited Audited
REVENUES: $0 $0
OPERATING EXPENSES:
TAXES AND LICENSES 0 320
OFFICE EXPENSES 279 162
LEGAL AND ACCOUNTING FEES 10,600 0
FEES 165
CONSULTING FEES 1,500 0
TOTAL OPERATING EXPENSES 12,379 647
NET (LOSS) FOR THE PERIOD (12,379) (647)
NET (LOSS) PER SHARE $ (0.00) $ (0.00)
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 5,100,000 5,000,000
HOWARD LLEWELLEN ARGENTINA GROUP INC.
(A DEVELOPMENT STAGE ENTERPRISE)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDING JUNE 30, 2000 AND THE PERIOD
APRIL 2, 1999 (INCEPTION) THROUGH DECEMBER 31, 1999
(PREPARED BY MANAGEMENT)
May 31, 2000 December31, 1999
Unaudited Audited
CASH FLOWS FROM (TO)
OPERATING ACTIVITIES:
NET INCOME (LOSS) (12,379) (647)
CASH FLOWS FROM (TO)
INVESTING ACTIVITIES:
PURCHASE OF LICENSE RIGHTS 0 (2,000)
CASH FLOWS FROM (TO)
FINANCING ACTIVITIES:
ISSUANCE OF COMMON STOCKS 13,000 2,647
NET INCREASE (DECREASE) IN CASH 621 0
CASH, BEGINNING OF PERIOD 0 0
CASH, END OF PERIOD $621 $0
Changes in and disagreements with Accountants on accounting and
financial disclosure
None.
Part II--Information not required in Prospectus
Indemnification of directors and officers
Howard Llewellyn's Articles of Incorporation provide that it must
indemnify its directors and officers to the fullest extent
permitted under Nevada law against all liabilities incurred by
reason of the fact that the person is or was a director or
officer or a fiduciary of an employee benefit plan, or is or was
serving at the request of as a director or officer, or fiduciary
of an employee benefit plan, of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.
The effect of these provisions is potentially to indemnify Howard
Llewellyn's directors and officers from all costs and expenses of
liability incurred by them in connection with any action, suit or
proceeding in which they are involved by reason of their
affiliation with Howard Llewellyn. Pursuant to Washington law, a
corporation may indemnify a director, provided that such
indemnity shall not apply on account of:
(a) acts or omissions of the director finally adjudged to be
intentional misconduct or a knowing violation of law;
(b) unlawful distributions; or
(c) any transaction with respect to which it was finally
adjudged that such director personally received a benefit in
money, property, or services to which the director was not
legally entitled.
The bylaws of Howard Llewellyn, filed as Exhibit 3.2, provide
that it will indemnify its officers and directors for costs and
expenses incurred in connection with the defense of actions,
suits, or proceedings against them on account of their being or
having been directors or officers of Howard Llewellyn, absent a
finding of negligence or misconduct in office.
Howard Llewellyn's Bylaws also permit it to maintain insurance on
behalf of its officers, directors, employees and agents against
any liability asserted against and incurred by that person
whether or not Howard Llewellyn has the power to indemnify such
person against liability for any of those acts.
Other expenses of issuance and distribution
The amounts set forth are estimates except for the SEC
registration fee:
Amount
SEC registration fee $ 2.80
Printing and engraving expenses 2,000.00
Registration Statement fees and expenses 8,000.00
Accountants' fees and expenses 1,500.00
Transfer agent's and registrar's fees
and expenses 500.00
Miscellaneous 997.20
Total $13,000.00
The Registrant will bear all expenses shown above.
Recent sales of unregistered securities
On April 5, 1999, Howard Llewellen issued 500,000 shares of
common stock to the officers and directors as founders' shares in
return for the time, effort and expenditures to organize and form
the corporation. On April 28, 1999 Howard Llewellen issued
200,000 shares of common stock each to ten individuals for a
total of 2,000,000 shares in return for the water treatment
rights for the state of Florida and the development of the
business plan.
On August 17, 1999, the Board of Directors an amendment to its
Articles of Incorporation with the state of Nevada increasing the
authorized capital to 100,000,000 shares of common stock.
On November 24, 1999 all 2,500,000 shares of common stock of
Howard Llewellen were purchased by the present shareholders.
They immediately effected a two - to - one forward split for a
total of 5,000,000 issued and outstanding shares.
Exhibits.
The following exhibits are filed as part of this Registration
Statement;
Exhibit
Number Description
3.1 Articles of Incorporation
3.2 Bylaws
5.1 Opinion re: Legality
10.1 Distribution Agreement
10.2 Assignment of License Agreement
10.3 License Agreement-Water
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (See Exhibit 5.1)
Undertakings
The Registrant hereby undertakes that it will:
(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; and
(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 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.
(4) Provide to the Underwriters at the closing specified in
the underwriting agreement certificates in such
denominations and registered in such names as
required by the Underwriters to permit prompt delivery
to each purchaser.
(5) 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 the registrant pursuant to 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.
(6) 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 the 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 of the requirements for filing on Form
SB-2 and authorized this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the
City of Vancouver, British Columbia, Canada, on July 15, 2000.
Howard Llewellyn Argentina Group Inc.
By: /S/ Linden J. Soles
Linden J. Soles, President
In accordance with the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates stated.
Signature Title Date
/S/ Linden J. Soles President 07/15/00
Linden J. Soles
/S/ Frederick W. Vanstone Secretary/
Treasurer 07/15/00
Frederick W. Vanstone
/S/ Jeffrey T. Reid Vice President 07/15/00
Jeffrey T. Reid
EXHIBIT 3.1
RESTATED ARTICLES OF INCORPORATION
RESTATED ARTICLES OF INCORPORATION
Of
HOWARD LLEWELLEN ARGENTINA GROUP INC.
The undersigned natural person of the age of eighteen years or
more, acting as incorporator of a corporation under and pursuant
to the laws of the State of Nevada, hereby adopts the following
Articles of Incorporation for such corporation:
ARTICLE I
The name of the corporation is HOWARD LLEWELLEN ARGENTINA GROUP
INC.
ARTICLE II
The principal office of this corporation is to be at 21112 123RD
Avenue, Maple Ridge, BC V2X 4B4 Canada. The Nevada Agency and
Trust Company, 50 West Liberty Street #880, Reno, 89501, State of
Nevada is hereby named as Resident Agent of this corporation..
ARTICLE III
The nature of the business, objects and purposes to be
transacted, promoted, or carried on by the corporation are:
A To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations maybe organized under the General Corporation Law of
the State of Nevada and to act in every kind of fiduciary
capacity. and generally to do all things necessary or convenient
which are incident to or which a natural person might or could
do.
B To purchase, receive, take by grant, gift, devise,
bequest, or otherwise. lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, or any interest therein, wherever situated,
and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of its property and
assets, or any interests therein, wherever situated.
C To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage, operate, deal in
and dispose of mining claims, oil leases, oil and gas wells, real
estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right
therein; to take, lease, purchase or otherwise handle or acquire,
and to own, use, hold, sell, convey, exchange, hire, lease,
pledge, mortgage, and otherwise handle, and deal in and dispose
of, as principal agent or in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges,
causes in action, notes, bonds, mortgages, and securities as may
lawfully be acquired, held or disposed of and to acquire,
purchase, sell, assign, transfer, dispose of and generally deal
in and with as principal, agent, broker, and in any lawful
capacity, mortgages and other interests in real, personal, and
mixed properties; to carry on a general oil exploration, mining
exploration and management business as principal, agent,
representative, contractor, sub-contractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any
lawful manner and to hold, own, mortgage, pledge, sell, transfer,
or in any manner dispose of, and to deal and trade in goods,
wares, merchandise, and property of any and every class and
description, and in any part of the world.
D To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses
and immunities in respect of, manufacture under and to
introduce, sell, assign, mortgage, pledge or otherwise dispose
of and, in any manner deal with and contract with reference to:
1. Inventions, devices, formulas, processes, improvements and
modifications thereof;
2. Letters patent, patent rights, patented processes, rights,
designs, and similar rights, trademarks, trade names, trade
symbols and other indications or origin and ownership granted
by or recognized under the laws of the United States of
America, any state or subdivision thereof, and any
commonwealth, territory, possession, dependency, colony,
possession agency or instrumentality of the United States of
America and of any foreign country, and all rights connected
therewith or appertaining thereto.
3. Franchises licenses, grants and concessions.
E To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
F To lend money in furtherance of its corporate purposes
and to invest and reinvest its funds from time to time to such
extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentality's thereof, and on
such terms and on such security, if any, as the Board of
Directors of the corporation may determine and direct any
officer to complete.
G To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to
issue and sell its own securities, including its shares of
stock, notes, bonds, debentures, and other obligations, in such
amounts, on such terms and conditions, for such purposes and
for such prices, now or hereafter permitted by the laws of the
State of Nevada and by the Board of Directors of the
corporation as they may determine; and to secure any of its
obligations by mortgage, pledge or other encumbrance of any or
all of its property, franchises and income.
H To be a promoter or manager of other corporations of any
type or kind; and to participate with others in any
corporation, partnership, limited partnership, joint venture,
or other association of any kind, or in any transaction,
undertaking or arrangement which the corporation would have
power to conduct by itself, whether or not such participation
involves sharing or delegation of control with or to others.
I To promote and exercise all or any part of the foregoing
purposes and powers in and all parts of the world, and to
conduct its business in all or any branches in any lawful
capacity.
The foregoing enumeration of specific purposes and powers shall
not be held to limit or restrict in any manner the purposes and
powers of the corporation by references to or inference from
the terms or provisions of any other clause, but shall be
regarded as independent purposes.
ARTICLE IV
The aggregate number of shares, which the corporation shall
have authority to issue, is 100,000,000 shares of common stock
with $0.001 par value each.
No shareholder of the corporation shall have the right of
cumulative voting at any election of directors or upon any
other matter.
No holder of securities of the corporation shall be entitled as
a matter of right, preemptive or otherwise, to subscribe for or
purchase any securities of the corporation now or hereafter
authorized to be issued, or securities held in the treasury of
the corporation, whether issued or sold for cash or other
consideration or as a share dividend or otherwise. Any such
securities may be issued or disposed of by the board of
directors to such persons and on such terms as in its
discretion it shall deem advisable.
ARTICLE V
Any action required to, or that may, be taken at any annual or
special meeting of shareholders may be taken
without a meeting, without prior notice and without a vote, if
a consent or consents in writing, setting forth the action so
taken, shall be signed by the holder or holders of shares
having not less than the minimum number of votes that would be
necessary to take such action at a meeting at which the holders
of all shares entitled to vote on the action were present and
voted.
ARTICLE VI
The members of the governing board shall be styled DIRECTORS
and the number of such Directors shall be not less than one
(l), or more than five (5). The first board of directors shall
be Two Members whose names and post office addresses are as
follows:
Mr. John T. Bauska
2302 Hwy 2 East, Suite 4
Kalispell, Montana 59901
Mr. David R. Mortenson
P.O. Box 5034
Alvin, Texas 77512
ARTICLE VII
The initial number of stockholders will be two (2). Additional
stockholders may be obtained. The number of directors may be
changed as provided in N.R.S. 78.330.
ARTICLE VIII
A. No director of the corporation shall be liable to the
corporation or any of its shareholders for monetary damages for
an act or omission in the director's capacity as a director,
except that this Article VIII shall not authorize the
elimination or limitation of liability of a director of the
corporation to the extent the director is found liable for: (i)
a breach of such director's duty of loyalty to the corporation
or its shareholders; (ii) an act or omission not in good faith
that constitutes a breach of duty of such director to the
corporation or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a
transaction from which such director received an improper
benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office; or (iv) an act
or omission for which the liability of a director is expressly
provided by an applicable statute.
B. The capital stock of this corporation after the amount of
the subscription price or par value has been paid in, shall not
be subject to assessment to pay debts of this corporation and
no stock issued as fully paid up shall ever be assessable or
assessed and the Articles of Incorporation shall not be amended
in this particular.
ARTICLE IX
This corporation is to have perpetual existence.
David R. Mortenson, the undersigned, being the original
incorporator for the purpose of forming a corporation to do
business both within and without the state of Nevada, and in
pursuance of the General Corporation Law of the State of
Nevada, effective March 31, 1925 and as subsequently amended do
make and file this certificate, hereby declaring and certifying
that the facts herein above stated are true.
___________________________________________
This ________ day of __________________, 19____.
Address: 21112 123rd Avenue
Maple Ridge, BC V2X 4B4 Canada
EXHIBIT 3.2
RESTATED BYLAWS OF
HOWARD LLEWELLEN ARGENTINA GROUP INC.
RESTATED BYLAWS OF
HOWARD LLEWELLEN ARGENTINA GROUP INC. INC.
CONTENTS OF INITIAL BYLAWS
ARTICLE PAGE
1.00 CORPORATE CHARTER AND BYLAWS
1.01 Corporate Charter Provisions 4
1.02 Registered Agent or Office Requirement
of Filing Changes with Secretary of State 4
1.03 Initial Business Office 4
1.04 Amendment of Bylaws 4
2.00 DIRECTORS AND DIRECTORS' MEETINGS
2.01 Action Without Meeting 5
2.02 Telephone Meetings 5
2.03 Place of Meetings 5
2.04 Regular Meetings 5
2.05 Call of Special Meeting 5
2.06 Quorum 6
2.07 Adjournment Notice of Adjourned Meetings 6
2.08 Conduct of Meetings 6
2.09 Powers of the Board of Directors 6
2.10 Board Committees Authority to Appoint 7
2.11 Transactions with Interested Directors 7
2.12 Number of Directors 7
2.13 Term of Office 7
2.14 Removal of Directors 8
2.15 Vacancies 8
2.15(a)Declaration of Vacancy 8
2.15(b)Filling Vacancies by Directors 8
2.15(c)Filling Vacancies by Shareholders 8
2.16 Compensation 9
2.17 Indemnification of Directors and Officers 9
2.18 Insuring Directors, Officers, and Employees 9
3.00 SHAREHOLDERS' MEETINGS
3.01 Action Without Meeting 9
3.02 Telephone Meetings 10
3.03 Place of Meetings 10
3.04 Notice of Meetings 10
3.04 Voting List 10
3.05 Votes per Share 11
3.07 Cumulative Voting 11
3.08 Proxies 11
3.09 Quorum 12
3.09(a)Quorum of Shareholders 12
3.09(b)Adjourn for Lack or Loss of Quorum 12
3.10 Voting by Voice or Ballot 12
3.11 Conduct of Meetings 12
3.12 Annual Meetings 12
3.13 Failure to Hold Annual Meeting 13
3.14 Special Meetings 13
4.00 OFFICERS
4.01 Title and Appointment 13
4.01(a) Chairman 13
4.01(b) President 14
4.01(c) Vice President 14
4.01(d) Secretary 14
4.01(e) Treasurer 15
4.01(f) Assistant Secretary or
Assistant Treasurer 15
4.02 Removal and Resignation 15
4.03 Vacancies 16
4.04 Compensation 16
5.00 AUTHORITY TO EXECUTE INSTRUMENTS
5.01 No Authority Absent Specific Authorization 16
5.02 Execution of Certain Instruments 16
6.00 ISSUANCE AND TRANSFER OF SHARES
6.01 Classes and Series of Shares 17
6.02 Certificates for Fully Paid Shares 17
6.03 Consideration for Shares 17
6.04 Replacement of Certificates 17
6.05 Signing Certificates Facsimile Signatures 18
6.06 Transfer Agents and Registrars 18
6.07 Conditions of Transfer 18
6.08 Reasonable Doubts as to Right to Transfer 18
7.00 CORPORATE RECORDS AND ADMINISTRATION
7.01 Minutes of Corporate Meetings 18
7.02 Share Register 19
7.03 Corporate Seal 19
7.04 Books of Account 19
7.05 Inspection of Corporate Records 20
7.06 Fiscal Year 20
7.07 Waiver of Notice 20
8.00 ADOPTION OF INITIAL BYLAWS
ARTICLE ONE - CORPORATE CHARTER AND BYLAWS
1.01 CORPORATE CHARTER PROVISIONS
The Corporation's Charter authorizes one hundred million
(100,000,000) shares to be issued. The officers and transfer
agents issuing shares of the Corporation shall ensure that the
total number of shares outstanding at any given time does not
exceed this number. Such officers and agents shall advise the
Board at least annually of the authorized shares remaining
available to be issued. No shares shall be issued for less than
the par value stated in the Charter. Each Charter provision
shall be observed until amended by Restated Articles or
Articles of Amendment duly filed with the Secretary of State.
1.02 REGISTERED AGENT AND OFFICEBREQUIREMENT OF FILING CHANGES
WITH SECRETARY OF STATE
The address of the Registered Office provided in the Restated
Articles of Incorporation, as duly filed with the Secretary of
State for the State of Nevada, is: 50 West Liberty Street,
Suite 880, Reno, Nevada 89501. The name of the Registered
Agent of the Corporation at such address, as set forth in its
Articles of Incorporation, is: Nevada Agency and Trust Company.
The Registered Agent or Office may be changed by filing a
Statement of Change of Registered Agent or Office or Both with
the Secretary of State, and not otherwise. Such filing shall
be made promptly with each change. Arrangements for each change
in Registered Agent or Office shall ensure that the Corporation
is not exposed to the possibility of a default judgment. Each
successive Registered Agent shall be of reliable character and
well informed of the necessity of immediately furnishing the
papers of any lawsuit against the Corporation to its attorneys.
1.03 INITIAL BUSINESS OFFICE
The address of the initial principal business office of the
Corporation is hereby established as: 2400 Loop 35 #1502,
Alvin, Texas 77511.
The Corporation may have additional business offices within the
State of Nevada and where it may be duly qualified to do
business outside of Nevada, as the Board of Directors may from
time to time designate or the business of the Corporation may
require.
1.04 AMENDMENT OF BYLAWS
The Shareholders or Board of Directors, subject to any limits
imposed by the Shareholders, may amend or repeal these Bylaws
and adopt new Bylaws. All amendments shall be upon advice of
counsel as to legality, except in emergency. Bylaw changes
shall take effect upon adoption unless otherwise specified.
Notice of Bylaws changes shall be given in or before notice
given of the first Shareholders' meeting following their
adoption.
ARTICLE TWO DIRECTORS AND DIRECTORS' MEETINGS
2.01 ACTION BY CONSENT OF BOARD WITHOUT MEETING
Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, and shall have the
same force and effect as a unanimous vote of Directors, if all
members of the Board consent in writing to the action. Such
consent may be given individually or collectively.
2.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and
by the Business Corporation Act, Directors may participate in
and hold a meeting by means of conference call or similar
communication by which all persons participating can hear each
other. Participation in such a meeting shall constitute
presence in person at such meeting, except participation for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called
or convened.
2.03 PLACE OF MEETINGS
Meetings of the Board of Directors shall be held at the
business office of the Corporation or at such other place
within or without the State of Nevada as may be designated by
the Board.
2.04 REGULAR MEETINGS
Regular meetings of the Board of Directors shall be held,
without call or notice, immediately following each annual
Shareholders' meeting, and at such other regularly repeating
times as the Directors may determine.
2.05 CALL OF SPECIAL MEETING
Special meetings of the Board of Directors for any purpose may
be called at any time by the President or, if the President is
absent or unable or refuses to act, by any Vice President or
any two Directors. Written notices of the special meetings,
stating the time and place of the meeting, shall be mailed ten
days before, or telegraphed or personally delivered so as to be
received by each Director not later than two days before, the
day appointed for the meeting. Notice of meetings need not
indicate an agenda. Generally, a tentative agenda will be
included, but the meeting shall not be confined to any agenda
included with the notice.
Meetings provided for in these Bylaws shall not be invalid for
lack of notice if all persons entitled to notice consent to the
meeting in writing or are present at the meeting and do not
object to the notice given. Consent may be given either before
or after the meeting.
Upon providing notice, the Secretary or other officer sending
notice shall sign and file in the Corporate Record Book a
statement of the details of the notice given to each Director.
If such statement should later not be found in the Corporate
Record Book, due notice shall be presumed.
2.06 QUORUM
The presence throughout any Directors' meeting, or adjournment
thereof, of a majority of the authorized number of Directors
shall be necessary to constitute a quorum to transact any
business, except to adjourn. If a quorum is present, every act
done or resolution passed by a majority of the Directors
present and voting shall be the act of the Board of Directors.
2.07 ADJOURNMENT AND NOTICE OF ADJOURNED MEETINGS
A quorum of the Directors may adjourn any Directors' meeting to
meet again at a stated hour on a stated day. Notice of the time
and place where an adjourned meeting will be held need not be
given to absent Directors if the time and place is fixed at the
adjourned meeting. In the absence of a quorum, a majority of
the Directors present may adjourn to a set time and place if
notice is duly given to the absent members, or until the time
of the next regular meeting of the Board.
2.08 CONDUCT OF MEETINGS
At every meeting of the Board of Directors, the Chairman of the
Board, if there is such an officer, and if not, the President,
or in the President's absence, a Vice President designated by
the President, or in the absence of such designation, a
Chairman chosen by a majority of the Directors present, shall
preside. The Secretary of the Corporation shall act as
Secretary of the Board of Directors' meetings. When the
Secretary is absent from any meeting, the Chairman may appoint
any person to act as Secretary of that meeting.
2.09 POWERS OF THE BOARD OF DIRECTORS
The business and affairs of the Corporation and all corporate
powers shall be exercised by or under authority of the Board of
Directors, subject to limitations imposed by law, the Articles
of Incorporation, any applicable Shareholders' agreement, and
these Bylaws.
2.10 BOARD COMMITTEESBAUTHORITY TO APPOINT
The Board of Directors may designate an executive committee and
one or more other committees to conduct the business and
affairs of the Corporation to the extent authorized. The Board
shall have the power at any time to change the powers and
membership of, fill vacancies in, and dissolve any committee.
Members of any committee shall receive such compensation as the
Board of Directors may from time to time provide. The
designation of any committee and the delegation of authority
thereto shall not operate to relieve the Board of Directors, or
any member thereof, of any responsibility imposed by law.
2.11 TRANSACTIONS WITH INTERESTED DIRECTORS
Any contract or other transaction between the Corporation and
any of its Directors (or any corporation or firm in which any
of its Directors are directly or indirectly interested) shall
be valid for all purposes notwithstanding the presence of that
Director at the meeting during which the contract or
transaction was authorized, and notwithstanding the Directors'
participation in that meeting. This section shall apply only if
the contract or transaction is just and reasonable to the
Corporation at the time it is authorized and ratified, the
interest of each Director is known or disclosed to the Board of
Directors, and the Board nevertheless authorizes or ratifies
the contract or transaction by a majority of the disinterested
Directors present. Each interested Director is to be counted in
determining whether a quorum is present, but shall not vote and
shall not be counted in calculating the majority necessary to
carry the vote. This section shall not be construed to
invalidate contracts or transactions that would be valid in its
absence.
2.12 NUMBER OF DIRECTORS
The number of Directors of this Corporation shall be no more
than five (5) or less than one (1). No Director need be a
resident of Nevada or a Shareholder. The number of Directors
may be increased or decreased from time to time by amendment to
these Bylaws. Any decrease in the number of Directors shall not
have the effect of shortening the tenure, which any incumbent
Director would otherwise enjoy.
2.13 TERM OF OFFICE
Directors shall be entitled to hold office until their
successors are elected and qualified. Election for all Director
positions, vacant or not vacant, shall occur at each annual
meeting of the Shareholders and may be held at any special
meeting of Shareholders called specifically for that purpose.
2.14 REMOVAL OF DIRECTORS
The entire Board of Directors or any individual Director may be
removed from office by a vote of Shareholders holding a
majority of the outstanding shares entitled to vote at an
election of Directors. However, if less than the entire Board
is to be removed, no one of the Directors may be removed if the
votes cast against his removal would be sufficient to elect him
if then cumulatively voted at an election of the entire Board
of Directors. No director may be so removed except at an
election of the class of Directors of which he is a part. If
any or all Directors are so removed, new Directors may be
elected at the same meeting. Whenever a class or series of
shares is entitled to elect one or more Directors under
authority granted by the Articles of Incorporation, the
provisions of this Paragraph apply to the vote of that class or
series and not to the vote of the outstanding shares as a
whole.
2.15 VACANCIES
Vacancies on the Board of Directors shall exist upon the
occurrence of any of the following events: (a) the death,
resignation, or removal of any Director; (b) an increase in the
authorized number of Directors; or (c) the failure of the
Shareholders to elect the full authorized number of Directors
to be voted for at any annual, regular, or special
Shareholders' meeting at which any Director is to be elected.
2.15(a) DECLARATION OF VACANCY
A majority of the Board of Directors may declare vacant the
office of a Director if the Director: (a) is adjudged
incompetent by a court order; (b) is convicted of a crime
involving moral turpitude; (c) or fails to accept the office of
Director, in writing or by attending a meeting of the Board of
Directors, within thirty (30) days of notice of election.
2.15(b) FILLING VACANCIES BY DIRECTORS
Vacancies other than those caused by an increase in the number
of Directors may be filled temporarily by majority vote of the
remaining Directors, though less than a quorum, or by a sole
remaining Director. Each Director so elected shall hold office
until a qualified successor is elected at a Shareholders'
meeting.
2.15(c) FILLING VACANCIES BY SHAREHOLDERS
Any vacancy on the Board of Directors, including those caused
by an increase in the number of Directors shall be filled by
the Shareholders at the next annual meeting or at a special
meeting called for that purpose. Upon the resignation of a
Director tendered to take effect at a future time, the Board or
the Shareholders may elect a successor to take office when the
resignation becomes effective.
2.16 COMPENSATION
Directors shall receive such compensation for their services as
Directors as shall be determined from time to time by
resolution of the Board. Any Director may serve the Corporation
in any other capacity as an officer, agent, employee, or
otherwise, and receive compensation therefor.
2.17 INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Board of Directors shall authorize the Corporation to pay
or reimburse any present or former Director or officer of the
Corporation any costs or expenses actually and necessarily
incurred by that officer in any action, suit, or proceeding to
which the officer is made a party by reason of holding that
position, provided, however, that no officer shall receive such
indemnification if finally adjudicated therein to be liable for
negligence or misconduct in office. This indemnification shall
extend to good-faith expenditures incurred in anticipation of
threatened or proposed litigation. The Board of Directors may
in proper cases, extend the indemnification to cover the good-
faith settlement of any such action, suit, or proceeding,
whether formally instituted or not.
2.18 INSURING DIRECTORS, OFFICERS, AND EMPLOYEES
The Corporation may purchase and maintain insurance on behalf
of any Director, officer, employee, or agent of the
Corporation, or on behalf of any person serving at the request
of the Corporation as a Director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or
other enterprise, against any liability asserted against that
person and incurred by that person in any such corporation,
whether or not the Corporation has the power to indemnify that
person against liability for any of those acts.
ARTICLE THREEBSHAREHOLDERS' MEETINGS
3.01 ACTION WITHOUT MEETING
Any action that may be taken at a meeting of the Shareholders
under any provision of the Nevada Business Corporation Act may
be taken without a meeting if authorized by a consent or waiver
filed with the Secretary of the Corporation and signed by all
persons who would be entitled to vote on that action at a
Shareholders' meeting. Each such signed consent or waiver, or a
true copy thereof, shall be placed in the Corporate Record
Book.
3.02 TELEPHONE MEETINGS
Subject to the notice provisions required by these Bylaws and
by the Business Corporation Act, Shareholders may participate
in and hold a meeting by means of conference call or similar
communication by which all persons participating can hear each
other. Participation in such a meeting shall constitute
presence in person at such meeting, except participation for
the express purpose of objecting to the transaction of any
business on the ground that the meeting is not lawfully called
or convened.
3.03 PLACE OF MEETINGS
Shareholders' meetings shall be held at the business office of
the Corporation, or at such other place within or without the
State of Nevada as may be designated by the Board of Directors
or the Shareholders.
3.04 NOTICE OF MEETINGS
The President, the Secretary, or the officer or persons calling
a Shareholders' Meeting. shall give notice, or cause it to be
given, in writing to each Director and to each Shareholder
entitled to vote at the meeting at least ten (10) but not more
than sixty (60) days before the date of the meeting. Such
notice shall state 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. Such written notice may be given
personally, by mail, or by other means. Such notice shall be
addressed to each recipient at such address as appears on the
Books of the Corporation or as the recipient has given to the
Corporation for the purpose of notice. Meetings provided for in
these Bylaws shall not be invalid for lack of notice if all
persons entitled to notice consent to the meeting in writing or
are present at the meeting in person or by proxy and do not
object to the notice given, Consent may be given either before
or after the meeting. Notice of the reconvening of an adjourned
meeting is not necessary unless the meeting is adjourned more
than thirty days past the date stated in the notice, in which
case notice of the adjourned meeting shall be given as in the
case of any special meeting. Notice may be waived by written
waivers signed either before or after the meeting by all
persons entitled to the notice.
3.05 VOTING LIST
At least ten (10), but not more than sixty (60), days before
each Shareholders' meeting, the officer or agent having charge
of the Corporation's share transfer books shall make a complete
list of the Shareholders entitled to vote at that meeting or
any adjournment thereof, arranged in alphabetical order, with
the address and the number of shares held by each. The list
shall be kept on file at the Registered Office of the
Corporation for at least ten (10) days prior to the meeting,
and shall be subject to inspection by any Director, officer, or
Shareholder at any time during usual business hours. The list
shall also be produced and kept open at the time and place of
the meeting and shall be subject, during the whole time of the
meeting, to the inspection of any Shareholder. The original
share transfer books shall be prima facie evidence as to the
Shareholders entitled to examine such list or transfer books or
to vote at any meeting of Shareholders. However, failure to
prepare and to make the list available in the manner provided
above shall not affect the validity of any action taken at the
meeting.
3.06 VOTES PER SHARE
Each outstanding share, regardless of class, shall be entitled
to one (1) vote on each matter submitted to a vote at a meeting
of Shareholders, except to the extent that the voting rights of
the shares of any class or classes are limited or denied
pursuant to the Articles of Incorporation. A Shareholder may
vote in person or by proxy executed in writing by the
Shareholder, or by the Shareholder's duly authorized attorney-
in-fact.
3.07 CUMULATIVE VOTING
Subject to any limitation stated in the Articles of
Incorporation, every Shareholder entitled to vote at any
election of Directors may cumulate votes. For this purpose,
each Shareholder shall have a number of votes equal to the
number of Directors to be elected multiplied by the number of
votes to which the Shareholder's shares are entitled. The
Shareholder may cast all these votes for one candidate or may
distribute the votes among any number of candidates. The
candidates receiving the highest number of votes are elected,
up to the number of vacancies to be filled. No Shareholder may
cumulate votes unless that Shareholder gives written notice of
his or her intention to do so to the Secretary of the
Corporation on or before the day preceding the election at
which the votes will be cumulated. If any Shareholder gives
written notice as provided above, all Shareholders may cumulate
their votes.
3.08 PROXIES
A Shareholder may vote either in person or by proxy executed in
writing by the Shareholder or his or her duly authorized
attorney in fact. Unless otherwise provided in the proxy or by
law, each proxy shall be revocable and shall not be valid after
eleven (11) months from the date of its execution,
3.09 QUORUM
3.09(a) QUORUM OF SHAREHOLDERS
As to each item of business to be voted on, the presence (in
person or by proxy) of the persons who are entitled to vote a
majority of the outstanding voting shares on that matter shall
constitute the quorum necessary for the consideration of the
matter at a Shareholders' meeting. The vote of the holders of a
majority of the shares entitled to vote on the matter and
represented at a meeting at which a quorum is present shall be
the act of the Shareholders' meeting.
3.09(b) ADJOURNMENT FOR LACK OR LOSS OF QUORUM
No business may be transacted in the absence of a quorum, or
upon the withdrawal of enough Shareholders to leave less than a
quorum; other than to adjourn the meeting from time to time by
the vote of a majority of the shares represented at the
meeting.
3.10 VOTING BY VOICE OR BALLOT
Elections for Directors need not be by ballot unless a
Shareholder demands election by ballot before the voting
begins.
3.11 CONDUCT OF MEETINGS
Meetings of the Shareholders shall be chaired by the President,
or, in the President's absence, a Vice President designated by
the President, or, in the absence of such designation, any
other person chosen by a majority of the Shareholders of the
Corporation present in person or by proxy and entitled to vote.
The Secretary of the Corporation, or, in the Secretary's
absence, an Assistant Secretary, shall act as Secretary of all
meetings of the Shareholders. In the absence of the Secretary
or Assistant Secretary, the Chairman shall appoint another
person to act as Secretary of the meeting.
3.12 ANNUAL MEETINGS
The time, place, and date of the annual meeting of the
Shareholders of the Corporation, for the purpose of electing
Directors and for the transaction of any other business as may
come before the meeting, shall be set from time to time by a
majority vote of the Board of Directors. If the day fixed for
the annual meeting shall be on a legal holiday in the State of
Nevada, such meeting shall be held on the next succeeding
business day. If the election of Directors is not held on the
day thus designated for any annual meeting, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the Shareholders as
soon thereafter as possible.
3.13 FAILURE TO HOLD ANNUAL MEETING
If, within any 13-month period, an annual Shareholders' Meeting
is not held, any Shareholder may apply to a court of competent
jurisdiction in the county in which the principal office of the
Corporation is located for a summary order that an annual
meeting be held.
3.14 SPECIAL MEETINGS
A special Shareholders' meeting may be called at any time by.
(a) the President; (b) the Board of Directors; or (c) one or
more Shareholders holding in the aggregate one-tenth or more of
all the shares entitled to vote at the meeting. Such meeting
may be called for any purpose. The party calling the meeting
may do so only by written request sent by registered mail or
delivered in person to the President or Secretary. The officer
receiving the written request shall within ten (10) days from
the date of its receipt cause notice of the meeting to be sent
to all the Shareholders entitled to vote at such a meeting. If
the officer does not give notice of the meeting within ten (10)
days after the date of receipt of the written request, the
person or persons calling the meeting may fix the time of the
meeting and give the notice. The notice shall be sent pursuant
to Section 3.04 of these Bylaws. The notice of a special
Shareholders' meeting must state the purpose or purposes of the
meeting and, absent consent of every Shareholder to the
specific action taken, shall be limited to purposes plainly
stated in the notice, notwithstanding other provisions herein.
ARTICLE FOURBOFFICERS
4.01 TITLE AND APPOINTMENT
The officers of the Corporation shall be a President and a
Secretary, as required by law. The Corporation may also have,
at the discretion of the Board of Directors, a Chairman of the
Board, one or more Vice Presidents, a Treasurer, one or more
Assistant Secretaries, and one or more Assistant Treasurers.
One person may hold any two or more offices, including
President and Secretary. All officers shall be elected by and
hold office at the pleasure of the Board of Directors, which
shall fix the compensation and tenure of all officers.
4.01(a) CHAIRMAN OF THE BOARD
The Chairman, if there shall be such an officer, shall, if
present, preside at the meetings of the Board of Directors and
exercise and perform such other powers and duties as may from
time to time be assigned to the Chairman by the Board of
Directors or prescribed by these Bylaws.
4.01(b) PRESIDENT
Subject to such supervisory powers, if any, as may be given to
the Chairman, if there is one, by the Board of Directors, the
President shall be the chief executive officer of the
Corporation and shall, subject to the control of the Board of
Directors, have general supervision, direction, and control of
the business and officers of the Corporation. The President
shall have the general powers and duties of management usually
vested in the office of President of a corporation; shall have
such other powers and duties as may be prescribed by the Board
of Directors or the Bylaws; and shall be ex officio a member of
all standing committees, including the executive committee, if
any. In addition, the President shall preside at all meetings
of the Shareholders and in the absence of the Chairman, or if
there is no Chairman, at all meetings of the Board of
Directors.
4.01(c) VICE PRESIDENT
Any Vice President shall have such powers and perform such
duties as from time to time may be prescribed by these Bylaws,
by the Board of Directors, or by the President. In the absence
or disability of the President, the senior or duly appointed
Vice President, if any, shall perform all the duties of the
President, pending action by the Board of Directors when so
acting, such Vice President shall have all the powers of, and
be subject to all the restrictions on, the President.
4.01(d) SECRETARY
The Secretary shall:
A. See that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law. In case of
the absence or disability of the Secretary. or the Secretary's
refusal or neglect to act, notice may be given and served by an
Assistant Secretary or by the Chairman, the President, any Vice
President, or by the Board of Directors.
B. Keep the minutes of corporate meetings, and the Corporate
Record Book, as set out in Section 7.01 hereof.
C. Maintain, in the Corporate Record Book, a record of all
share certificates issued or canceled and all shares of the
Corporation canceled or transferred.
D. Be custodian of the Corporation's records and of any seal,
which the Corporation may from time to time adopt. when the
Corporation exercises its right to use a seal, the Secretary
shall see that the seal is embossed on all share certificates
prior to their issuance and on all documents authorized to be
executed under seal in accordance with the provisions of these
Bylaws.
E. In general, perform all duties incident to the office of
Secretary, and such other duties as from time to time may be
required by Sections 7.01, 7.02, and 7.03 of these Bylaws, by
these Bylaws generally, by the Board of Directors, or by the
President.
4.01(e) TREASURER
The Treasurer shall:
F. Have charge and custody of, and be responsible for, all
funds and securities of the Corporation, and deposit all funds
in the name of the Corporation in those banks, trust companies,
or other depositories that shall be selected by the Board of
Directors.
G. Receive, and give receipt for, monies due and payable to
the Corporation.
H. Disburse or cause to be disbursed the funds of the
Corporation as may be directed by the Board of Directors,
taking proper vouchers for those disbursements.
I. If required by the Board of Directors or the President,
give to the Corporation a bond to assure the faithful
performance of the duties of the Treasurer's office and the
restoration to the Corporation of all corporate books, papers,
vouchers, money, and other property of whatever kind in the
Treasurer's possession or control, in case of the Treasurer's
death, resignation, retirement, or removal from office. Any
such bond shall be in a sum satisfactory to the Board of
Directors, with one or more sureties or a surety company
satisfactory to the Board of Directors.
J. In general, perform all the duties incident to the office
of Treasurer and such other duties as from time to time may be
assigned to the Treasurer by Sections 7.O4 and 7.05 of these
Bylaws, by these Bylaws generally, by the Board of Directors,
or by the President.
4.01(f) ASSISTANT SECRETARY AND ASSISTANT TREASURER
The Assistant Secretary or Assistant Treasurer shall have such
powers and perform such duties as the Secretary or Treasurer,
respectively, or as the Board of Directors or President may
prescribe. In case of the absence of the Secretary or
Treasurer, the senior Assistant Secretary or Assistant
Treasurer, respectively, may perform all of the functions of
the Secretary or Treasurer.
4.02 REMOVAL AND RESIGNATION
Any officer may be removed, either with or without cause, by
vote of a majority of the Directors at any regular or special
meeting of the Board, or, except in case of an officer chosen
by the Board of Directors, by any committee or officer upon
whom that power of removal may be conferred by the Board of
Directors. Such removal shall be without prejudice to the
contract rights, if any, of the person removed. Any officer may
resign at any time by giving written notice to the Board of
Directors, the President, or the Secretary of the Corporation.
Any resignation shall take effect on the date of the receipt of
that notice or at any later time specified therein, and, unless
otherwise specified therein, the acceptance of that resignation
shall not be necessary to make it effective.
4.03 VACANCIES
Upon the occasion of any vacancy occurring in any office of the
Corporation, by reason of death, resignation, removal, or
otherwise, the Board of Directors may elect an acting successor
to hold office for the unexpired term or until a permanent
successor is elected.
4.04 COMPENSATION
The compensation of the officers shall be fixed from time to
time by the Board of Directors, and no officer shall be
prevented from receiving a salary by reason of the fact that
the officer is also a Shareholder or a Director of the
Corporation, or both.
ARTICLE FIVEBAUTHORITY TO EXECUTE INSTRUMENTS
5.01 NO AUTHORITY ABSENT SPECIFIC AUTHORIZATION
These Bylaws provide certain authority for the execution of
instruments. The Board of Directors, except as otherwise
provided in these Bylaws, may additionally 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. Unless expressly
authorized by these Bylaws or the Board of Directors, no
officer, agent, or employee shall have any power or authority
to bind the Corporation by any contract or engagement nor to
pledge its credit nor to render it peculiarly liable for any
purpose or in any amount.
5.02 EXECUTION OF CERTAIN INSTRUMENTS
Formal contracts of the Corporation, promissory notes, deeds,
deeds of trust, mortgages, pledges, and other evidences of
indebtedness of the Corporation, other corporate documents, and
certificates of ownership of liquid assets held by the
Corporation shall be signed or endorsed by the President or any
Vice President and by the Secretary or the Treasurer, unless
otherwise specifically determined by the Board of Directors or
otherwise required by law.
ARTICLE SIX-ISSUANCE AND TRANSFER OF SHARES
6.01 CLASSES AND SERIES OF SHARES
The Corporation may issue one or more classes or series of
shares, or both. Any of these classes or series may have full,
limited, or no voting rights, and may have such other
preferences, rights, privileges, and restrictions as are stated
or authorized in the Articles of Incorporation. All shares of
any one class shall have the same voting, conversion,
redemption, and other rights, preferences, privileges, and
restrictions, unless the class is divided into series, If a
class is divided into series, all the shares of any one series
shall have the same voting, conversion, redemption, and other.
rights, preferences, privileges, and restrictions. There shall
always be a class or series of shares outstanding that has
complete voting rights except as limited or restricted by
voting rights conferred on some other class or series of
outstanding shares.
6.02 CERTIFICATES FOR FULLY PAID SHARES
Neither shares nor certificates representing shares may be
issued by the Corporation until the full amount of the
consideration has been received when the consideration has been
paid to the Corporation, the shares shall be deemed to have
been issued and the certificate representing the shares shall
be issued to the shareholder.
6.03 CONSIDERATION FOR SHARES
Shares may be issued for such consideration as may be fixed
from time to time by the Board of Directors, but not less than
the par value stated in the Articles of Incorporation. The
consideration paid for the issuance of shares shall consist of
money paid, labor done, or property actually received, and
neither promissory notes nor the promise of future services
shall constitute payment nor partial payment for shares of the
Corporation.
6.04 REPLACEMENT OF CERTIFICATES
No replacement share certificate shall be issued until the
former certificate for the shares represented thereby shall
have been surrendered and canceled, except that replacements
for lost or destroyed certificates may be issued, upon such
terms, conditions, and guarantees as the Board may see fit to
impose, including the filing of sufficient indemnity.
6.05 SIGNING CERTIFICATES-FACSIMILE SIGNATURES
All share certificates shall be signed by the officer(s)
designated by the Board of Directors. The signatures of the
foregoing officers may be facsimiles. If the officer who has
signed or whose facsimile signature has been placed on the
certificate has ceased to be such officer before the
certificate issued, the certificate may be issued by the
Corporation with the same effect as if he or she were such
officer on the date of its issuance.
6.06 TRANSFER AGENTS AND REGISTRARS
The Board of Directors may appoint one or more transfer agents
or transfer clerks, and one or more registrars, at such times
and places as the requirements of the Corporation may
necessitate and the Board of Directors may designate. Each
registrar appointed, if any, shall be an incorporated bank or
trust company, either domestic or foreign.
6.07 CONDITIONS OF TRANSFER
The party in whose name shares of stock stand on the books of
the Corporation shall be deemed the owner thereof as regards
the Corporation, provided that whenever any transfer of shares
shall be made for collateral security, and not absolutely, and
prior written notice thereof shall be given to the Secretary of
the Corporation, or to its transfer agent, if any, such fact
shall be stated in the entry of the transfer.
6.08 REASONABLE DOUBTS AS TO RIGHT TO TRANSFER
When a transfer of shares is requested and there is reasonable
doubt as to the right of the person seeking the transfer, the
Corporation or its transfer agent, before recording the
transfer of the shares on its books or issuing any certificate
therefor, may require from the person seeking the transfer
reasonable proof of that person's right to the transfer. If
there remains a reasonable doubt of the right to the transfer,
the Corporation may refuse a transfer unless the person gives
adequate security or a bond of indemnity executed by a
corporate surety or by two individual sureties satisfactory to
the Corporation as to form, amount, and responsibility of
sureties. The bond shall be conditioned to protect the
Corporation, its officers, transfer agents, and registrars, or
any of them, against any loss, damage, expense, or other
liability for the transfer or the issuance of a new certificate
for shares.
ARTICLE SEVENBCORPORATE RECORDS AND ADMINISTRATION
7.01 MINUTES OF CORPORATE MEETINGS
The Corporation shall keep at the principal office, or such
other place as the Board of Directors may order, a book
recording the minutes of all meetings of its Shareholders and
Directors, with the time and place of each meeting, whether
such meeting was regular or special, a copy of the notice given
of such meeting, or of the written waiver thereof, and, if it
is a special meeting, how the meeting was authorized. The
record book shall further show the number of shares present or
represented at Shareholders' meetings, and the names of those
present and the proceedings of all meetings.
7.02 SHARE REGISTER
The Corporation shall keep at the principal office, or at the
office of the transfer agent, a share register showing the
names of the Shareholders, their addresses, the number and
class of shares issued to each, the number and date of issuance
of each certificate issued for such shares, and the number and
date of cancellation of every certificate surrendered for
cancellation. The above information may be kept on an
information storage device such as a computer, provided that
the device is capable of reproducing the information in clearly
legible form. If the Corporation is taxed under Internal
Revenue Code Section 1244 or Subchapter S, the Officer issuing
shares shall maintain the appropriate requirements regarding
issuance.
7.03 CORPORATE SEAL
The Board of Directors may at any time adopt, prescribe the use
of, or discontinue the use of, such corporate seal as it deems
desirable, and the appropriate officers shall cause such seal
to be affixed to such certificates and documents as the Board
of Directors may direct.
7.04 BOOKS OF ACCOUNT
The Corporation shall maintain correct and adequate accounts of
its properties and business transactions, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses,
capital, surplus, and shares. The corporate bookkeeping
procedures shall conform to accepted accounting practices for
the Corporation's business or businesses. subject to the
foregoing, The chart of financial accounts shall be taken from,
and designed to facilitate preparation of, current corporate tax
returns. Any surplus, including earned surplus, paid-in surplus,
and surplus arising from a reduction of stated capital, shall be
classed by source and shown in a separate account. If the
Corporation is taxed under Internal Revenue Code Section 1244 or
Subchapter S, the officers and agents maintaining the books of
account shall maintain the appropriate requirements.
7.05 INSPECTION OF CORPORATE RECORDS
A Director or Shareholder demanding to examine the Corporation's
books or records may be required to first sign an affidavit that
the demanding party will not directly or indirectly participate
in reselling the information and will keep it confidential other
than in use for proper purposes reasonably related to the
Director's or Shareholder's role. A Director who insists on
examining the records while refusing to sign this affidavit
thereby resigns as a Director.
7.06 FISCAL YEAR
The fiscal year of the Corporation shall be as determined by the
Board of Directors and approved by the Internal Revenue Service.
The Treasurer shall forthwith arrange a consultation with the
Corporation's tax advisers to determine whether the Corporation
is to have a fiscal year other than the calendar year. If so,
the Treasurer shall file an election with the Internal Revenue
Service as early as possible, and all correspondence with the
IRS, including the application for the Corporation's Employer
Identification Number, shall reflect such non-calendar year
election.
7.07 WAIVER OF NOTICE
Any notice required by law or by these Bylaws may be waived by
execution of a written waiver of notice executed by the person
entitled to the notice. The waiver may be signed before or after
the meeting.
ARTICLE EIGHT- ADOPTION OF INITIAL BYLAWS
The Board of Directors adopted the foregoing bylaws on October
6, 1999.
/S/ John T. Bauska
Director
/S/ David R. Mortenson
Director
Attested to, and certified by: /S/ David R. Mortenson,
Secretary
EXHIBIT 5.1
OPINION AS TO LEGALITY
MapleRidge,BC
ARTHUR J. FROST, LTD.
Arthur J. Frost, Esq.
7549 W. Heatherbrae Drive
Phoenix, Arizona 85033
(623) 849-2050
(623) 873-1799 Facsimile
July 10, 2000
Howard Llewellyn Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, BC V2X 4B4
CANADA
Re: Howard Llewellyn Argentina Group Inc. Registration Statement on
Form SB-2
Ladies and Gentlemen:
We have acted as counsel for Howard Llewellyn Argentina Group Inc., a
Nevada corporation (the "Company"), in connection with the preparation
of the Registration Statement on Form SB-2 (the "Registration
Statement") filed with the Securities and Exchange Commission(the
(Commission") pursuant to the Securities Act of 1933 (the"Act"),
relating to the public offering (the "Offering") of up to 1,000,000
shares (the "Shares") of the Company's common stock, $.001 par value
(the "Common Stock"). This opinion is being furnished pursuant to Item
601(b)(5) of Regulation S-K under the Act.
In rendering the opinion set forth below, we have reviewed
(a) the Registration Statement and the exhibits thereto;
(b) the Company's Articles of Incorporation;
(c) the Company's Bylaws;
(d) certain records of the Company's corporate proceedings as
reflected in its minute books; and
(e) such statutes, records and other documents as we have deemed
relevant.
In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and
conformity with the originals of all documents submitted to us as
copies thereof. In addition, we have made such other examinations of
law and fact as we have deemed relevant in order to form a basis for
the opinion hereinafter expressed.
Based upon the foregoing, we are of the opinion that the Shares are
validly issued, fully paid and non-assessable and were issued pursuant
to Section 4 (2) of the Act.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
Arthur J. Frost Ltd.
/S/ Arthur J. Frost
Arthur J. Frost
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
EXHIBIT 10.1
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT ("Agreement") is made and effective as of
June 10, 1999 by and between Vitamineralherb.Com Inc., a Nevada
Corporation ("Vita") and David R. Mortenson & Associates, a Texas
general partnership (ADRM@), with reference to the following facts:
A. Vita is in the business of Internet marketing of private labeled
vitamin, mineral and/or nutritional supplement products as well
as other health and fitness (the AProducts@) to health
practitioners and fitness practitioners.
B. Vita desires to increase its marketing exposure to health
practitioners and fitness practitioners.
C. DRM desires to market the Products to various health and fitness
practitioners in territories in which Vita does not currently
market. The parties agree that DRM may expand the marketing of
the Products by entering into sub-distribution agreements with
other entities (the Sub-licensees).
NOW THEREFORE, for $10.00 and in consideration of the mutual promises,
warranties and covenants herein contained, the parties hereby agree as
follows:
1. Scope of Agreement. This Agreement shall govern all Products sold
through Vitas web site to any customer of DRM or of Sub-licensee(s)
(Customer(s)). Exhibit A contains detailed information regarding
specifications, quality control, pricing and other terms relating to
the first Product(s) to be ordered through Vitas web site. The
parties agree that Exhibit A will be amended to include similar
information with respect to any future orders of the same product or
any new Product ordered through Vita by DRM or by Sub-licensee(s) or
Customers. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS
AGREEMENT AND ANY PURCHASE ORDER SUBMITTED BY CUSTOMER, THE TERMS OF
THIS AGREEMENT WILL CONTROL.
2. Manufacture of Products. Vitamin, mineral and/or nutritional
supplement Products marketed through Vitas web site shall be products
manufactured by FDA approved manufacturers which shall manufacture,
package and prepare the Products for shipment in accordance with the
specifications and requirements described on Exhibit A hereto as it
may be modified from time to time. Quality control standards relating
to the Product's weight, color, consistency, micro-biological content,
labeling and packaging are also set forth on Exhibit A. In the event
that Exhibit A is incomplete, Products shall be manufactured and
shipped in accordance with industry standards.
3. Labeling; Packaging; Shipping. DRMs or Sub-licensees customers
shall use standard labels as specified by Vita. Vita agrees to insert
each customers name and address on the standard labels in return for
handling charges which shall be specified from time to time. Vita
warrants that the standard labels shall contain all information
necessary to conform to industry requirements.
4. Products and Pricing. The pricing for the Product(s) is set forth
on Exhibit A and may be amended from time to time. Terms are payment
by credit card or electronic funds transfer at time of purchase.
Unless otherwise specified on Exhibit A, the lead time from receipt of
payment to delivery is 4-6 weeks.
5. Minimum Purchases for Vitamin, Mineral, and/or Nutritional
Supplements. The minimum purchase order quantity is 100 bottles per
formulation for standard Products. Customer Formulas, as defined
herein, shall have minimum purchase quantities of 5,000 units unless
and until such Customer Formula shall have been added to the standard
Products.
6. Web Site Maintenance; Fees. Vita agrees to maintain a web site
(the AWeb Site@) for sales of Product by DRM or its Sub-licensee(s).
DRM agrees that all sales of Product made by DRM or its Sub-licensees
will be accomplished through the Web Site. DRM further agrees that
DRM shall pay to Vita a maintenance fee of $500 yearly, beginning on
the anniversary date of this Agreement, for maintenance of the Web
site. DRM further agrees that the Sub-licensees shall each be
obligated to pay $500 yearly to Vita, on the anniversary date(s) of
the agreement(s) between Sub-licensee(s) and DRM, for maintenance of
the Web Site.
7. Rights in Formulas.
(a) Customer Formulas. Any formula provided exclusively by DRM's
or Sub-licensee's Customer shall be owned by Customer
("Customer Formula"), provided that such Customer Formula
does not substantially duplicate an existing Vita formula.
Vita agrees not to sell products to other customers using
any Customer Formula during the period in which Customer is
ordering products containing the formula and for so long as
Customer continues to purchase products containing the
Customer Formula.
(c) Joint Formulas. If Vita and Customer jointly create a
formula ("Joint Formula"), such Joint Formula will be
jointly owned by the parties. Vita agrees not to sell
products to other customers using the Joint Formula during
the period in which Customer is ordering products containing
the Joint Formula from Vita without written permission from
Customer. In the event that Customer fails to order a
specific Joint Formula Product for a period of 3 months,
Vita shall be free to sell products containing the Joint
Formula to other customers.
8. Term of Agreement; Breach of Agreement. This Agreement shall
continue for three (3) years, and shall be automatically renewed
unless one of the parties provides ninety (90) days written notice of
termination to the other party. In the event of a material breach of
this Agreement, the non-breaching party may provide written notice of
termination which shall be effective upon receipt. In the event of
termination by DRM or Sub-licensee prior to delivery of Product for
which a purchase order has been submitted, the terminating party shall
reimburse Vita for the cost of all Product and return of any boxes and
labels. In no event shall reimbursement of these amounts limit Vita=s
legal right to seek compensation for the amount of its profit or any
other damages accrued under any canceled purchase order. In no event
shall Vita be required to accept or deliver product under any purchase
order if Vita has not received the outstanding balance due on any
previous purchase order in a timely manner. Failure to so perform
shall not be deemed a breach of this Agreement by Vita.
9. Override; Payment to DRM. All purchases shall be made through
the Web Site, and payments shall be made by credit card or other
approved methods such as electronic funds transfer or debit card. DRM
agrees that Vita shall retain a 10% override on all sales made through
the Web Site by DRM or Sub-licensee(s). Vita agrees to pay supplier
for the Product purchased, retain Vita=s override, and remit the
balance to DRM or Sub-licensee. Vita further agrees to provide DRM
with a Monthly Sales Report of all sales made by DRM through the Web
Site. After DRM has notified Vita of any grant of Sub-license to a
territory, Vita will provide Sub-licensee(s) with a Monthly Sales
Report of all sales made by Sub-licensee(s) in Sub-licensee(s)
territory. Vita will deliver the printed breakdown by the tenth day
of the month following such sales.
10. Trade Secrets. Vita and DRM and Sub-licensee(s) are the owners of
certain products, technology, information, customer lists, services,
processes, financial information, pending or prospective
transactions/proposals, operating and marketing plans and procedures,
designs, product formulas, specifications, manufacturing methods,
ideas, prototypes, software, patent, trademark and copyright
applications or registrations and other similar data relating to each
party's business which data is not publicly known and derives economic
value from not being publicly known (collectively "Trade Secrets").
Each party agrees that it will not use or disclose to third parties
any Trade Secret it receives from the other, except as may be
contemplated by this Agreement. Each party agrees that it will take
all reasonable precautions to assure that no Trade Secret is conveyed
to any officer, employee, agent, manufacturer or other third party who
does not have a need to know such Trade Secret. The obligations
created by this Section 10 shall survive the termination of this
Agreement or any business relationship between the parties. Any Trade
Secret contained in any writing will be returned to the other party
promptly upon written request, together with any reproductions
thereof.
11. Governing Law; Dispute Resolution. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Texas. Any dispute arising under this Agreement shall be resolved
pursuant to the terms of the Dispute Resolution Agreement attached
hereto as Exhibit B.
12. Miscellaneous Provisions. This Agreement constitutes the entire
Agreement between the parties and supersedes any prior or
contemporaneous agreements, oral or written. This Agreement may only
be amended by a writing signed by both parties. This Agreement may not
be assigned without the written consent of the other party; provided
that this Agreement may be assigned without consent to an entity
acquiring all or substantially all of the assets of either party. Any
notice required or permitted to be given under this Agreement shall be
in writing and sent by telecopy, personal delivery or certified mail,
return receipt requested, as follows:
If to Vitamineralherb.Com, Inc.
Mr. D. R. Mortenson,
President
P. O. Box 2370
Alvin TX 77512-2370
If to David R. Mortenson & Associates:
Mr. David R. Mortenson
P. O. Box 5034
Alvin TX 77512-5034
Fax: (281)388-1047
Notice shall be deemed effective upon receipt if made by
confirmed telecopy, personal delivery or 48 hours after deposit
in the United States mail with the required postage.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of
the date first above written.
VITAMINERALHERB.COM INC.
a Nevada corporation
By:
David R. Mortenson, President
DAVID R. MORTENSON & ASSOCIATES
a Texas General Partnership
By _________________________________
David R. Mortenson, General Partner
EXHIBIT A
PRODUCT SPECIFICATIONS
In the event of any inconsistency between the terms of Customer's
purchase order and this Product Specification Sheet, this Sheet and
the terms of the Manufacturing Agreement shall control.
Short Product Name: _____________________________
Exact Product Ingredients and Percentages:
Other Product Specifications:
Color: ___________ Tablet Type: ____________
Consistency:______________
Weight: _______ Bottle Size/Color:____________ Bottle Count:
___________
Cotton Insert:____ Bottle Seal:____ Shrink Wrap Neck Band:___ Silicon
Pack:____
Micro-biological content: Customer to specify any requirements, if
none specified, product will be manufactured to industry standards.
Labels: Labels and/or boxes to be provided by Customer [identify any
size] _________
Labels/Boxes to be Received by [date] _____ to ensure timely delivery
Master Pack/Wrapping/Palleting Requirements (if
any):_________________________
Ship to Address: _________________________________________________
Order Quantity: (minimum 5,000 BOTTLES): ________
Price: _____________ FOB IFM's facility in San Diego, CA.
Delivery Dates(s): _______________________________________
Terms of Sale: 50% with submission of purchase order; 50% due upon
completion of manufacturing, unless otherwise specified
_________________________
Purchase Order Number: ________________
Date of Purchase Order: ________________
EXHIBIT B
DISPUTE RESOLUTION AGREEMENT
THIS DISPUTE RESOLUTION AGREEMENT ("Dispute Resolution
Agreement") is entered into and effective as of December 24, 1999 by
and between Vitamineralherb.com Inc., a Nevada corporation, and David
R. Mortenson & Associates, a Texas general partnership.
1. INTENT OF PARTIES. The parties desire to establish a quick, final
and binding out-of-court dispute resolution procedure to be followed
in the unlikely event any dispute arising out of or related to the
Manufacturing Agreement dated June 9, 1999 between the parties
("Agreement"). As used in this Dispute Resolution Agreement, the term
"dispute" is used in its broadest and most inclusive sense and shall
include, without limitation, any disagreement, controversy, claim, or
cause of action between the parties arising out of, related to, or
involving the Agreement or the transactions evidenced by the Agreement
(collectively "Dispute").
2. NEGOTIATION. It is the intent of the parties that any Dispute be
resolved informally and promptly through good faith negotiation
between the parties. Therefore, in the event of a Dispute between the
parties, the following will apply:
A. Correspondence. Either party may initiate negotiation
proceedings by writing a certified or registered letter,
return receipt requested, to the other party referencing
this Dispute Resolution Agreement, setting forth the
particulars of the Dispute, the term(s) of the Agreement
involved and a suggested resolution of the problem. The
recipient of the letter must respond within ten (10) days
after its receipt of the letter with an explanation and
response to the proposed solution.
B. Meeting. If correspondence does not resolve the Dispute,
then the authors of the letters or their representatives
shall meet on at least one occasion and attempt to resolve
the matter. Such meeting shall occur not later than thirty
(30) days from the parties' last correspondence. If the
parties are unable to agree on the location of such a
meeting, the meeting shall be held at IFM's corporate
offices. Should this meeting not produce a resolution of the
matter, then either party may request mandatory mediation
(as provided below) by written notice to the other party.
3. MEDIATION. Subject to the availability of the mediator, the
mediation shall occur not more than thirty (30) days after the request
for mediation. The mediation shall be conducted by retired Judge
William Yale, former Presiding Judge of the San Diego Superior Court,
who now acts as a full-time, highly respected mediator. The mediation
shall be held in San Diego, California. The cost of mediation shall be
borne equally by the parties. The mediation process shall continue
until the Dispute (or any part thereof) is resolved or until such time
as the mediator makes a finding that there is no possibility of
resolution short of referring the parties to final and binding
arbitration.
1.
4. FINAL AND BINDING ARBITRATION. Should any Dispute (or pan
thereof) remain between the parties after completion of the
negotiation and mediation process set forth above, such Dispute shall
be submitted to final and binding arbitration in San Diego,
California. The arbitration shall be governed by the provisions of the
California Code of Civil Procedure ("CCP"), and the following
provisions, which shall supersede the CCP in the event of any
inconsistency:
A. Selection of Arbitrator(s). There shall be a single
arbitrator, except in the case where the amount in dispute
exceeds $100,000, in which case there shall be three
arbitrators. If the parties cannot agree upon acceptable
arbitrators(s) within ten (10) days of the termination of
the mediation, each party shall select one arbitrator from a
list of not less than five (5) arbitrators provided by the
other party. These two arbitrators shall select a third
arbitrator who shall serve as the sole arbitrator or the
third arbitrator, as the case may be. The determination of a
majority of the arbitrators or the sole arbitrator, as the
case may be, shall be conclusive upon the parties and shall
be non-appealable.
B. Discovery. No discovery shall be permitted, absent a showing
of good cause. Any discovery request should be reviewed with
the knowledge that this dispute resolution process was
mutually agreed upon and bargained for by the parties with
the intent to provide a cost-effective and timely method of
resolving disputes. Any discovery granted by the arbitrator
should be limited to that necessary to protect the minimum
due process rights of the parties.
C. Equitable Remedies. Any party shall have the right to seek a
temporary restraining order, preliminary or permanent
injunction or writ of attachment, without waiving the
negotiation, mediation and arbitration provision hereof. In
so doing, such party shall not be required to meet the
requirement of California Civil Code Section 1281.8. Any
other form of equitable or provisional relief and all
substantive matters relating to the Dispute shall be
determined solely by the arbitrator(s).
D. Attorney's Fees; Arbitration Costs. Each party may be
represented by an attorney or other representative selected
by the party. The costs of the arbitration shall be borne
equally by the parties. Each party shall bear its own
attorneys'/representatives' fees and costs; provided that if
the arbitrator(s) find either party has acted in bad faith,
the arbitrator(s) shall have discretion to award attorneys'
fees to the other party.
E. Scope of Arbitration; Limitation on Powers of Arbitrator(s);
Applicable Law. No party may raise new claims against the
other party in the arbitration not raised in the mediation.
The arbitrator shall have the power to resolve all Disputes
between the parties. The arbitrator(s) shall not have the
power to award treble, punitive or exemplary damages and the
parties hereby waive their right to receive treble, punitive
or exemplary damages, to the extent permitted by law. The
arbitrator(s) shall only interpret and apply the terms and
provision of the Agreement and shall not change any such
terms or provisions or deprive either party of any right or
remedy expressly or impliedly provided for in the Agreement.
The arbitrator(s) shall apply the law of the State of
California (excluding California's conflict of law rules),
or federal law, in those instances in which federal law
applies.
F. Designation of Witnesses/Exhibits; Duration of Arbitration
Process; Written Decision. At least thirty (30) days before
the arbitration is scheduled to commence, the parties shall
exchange lists of witnesses and copies of all exhibits
intended to be used in arbitration. The arbitration shall be
completed within 90 days of the selection of the first
arbitrator. The arbitrator(s) shall render a written
decision, which contains findings of fact and conclusions of
law, within 30 days of the conclusion of the arbitration and
shall specify a time within which the award shall be
performed. Judgment upon the award may be entered in any
court of competent jurisdiction.
5. MISCELLANEOUS
A. Enforcement of Negotiation/Mediation Provisions. If a party
demanding such compliance with this Agreement obtains a
court order directing the other party to comply with this
Dispute Resolution Agreement, the party demanding compliance
shall be entitled to all of its reasonable attorneys' fees
and costs in obtaining such order, regardless of which party
ultimately prevails in the matter.
B. Severability. Should any portion of this Dispute Resolution
Agreement be found to be invalid or unenforceable such
portion will be severed from this Dispute Resolution
Agreement, and the remaining portions shall continue to be
enforceable unless to do so would materially alter the
effectiveness of this Dispute Resolution Agreement in
achieving the stated intent of the parties.
C. Confidentiality. The parties agree that they will not
disclose to any third party that (1) they are engaged in the
dispute resolution process described herein, (2) the fact
of, nature or amount of any compromise resulting herefrom,
or (3) the fact of, nature or amount of any arbitration
award. This confidentiality obligation shall not extend to
the party's employees, spouses, accountant, bankers,
attorneys or insurers or in the event that disclosure is
otherwise required by law.
D. Time to Initiate Claims. An aggrieved party must mail and
the other party must receive the correspondence which
initiates negotiation proceedings in connection with a
Dispute as specified in Paragraph 2(A) (1) within one (1)
year of the date the aggrieved party first has, or with the
exercise of reasonable diligence should have had, knowledge
of the event(s) giving rise to the Dispute (the "One Year
Statute of Limitations"). No Dispute may be raised under
this Dispute Resolution Agreement after the expiration of
the One Year Statute of Limitations.
E. Entire Agreement. These dispute resolution provisions
express the entire agreement of the parties and there are no
other agreements, oral or written, concerning dispute
resolution, except as provided herein. Any ambiguity in the
provisions hereof shall not be construed against the
drafter. This Dispute Resolution Agreement may only be
modified in a writing signed by both parties.
F. Successors. This Dispute Resolution Agreement is binding
upon and inures to the benefit of the parties, their agents,
heirs, assigns, successors-in-interest, and any person, firm
or organization acting for or through them.
G. Venue and Jurisdiction. Venue and exclusive jurisdiction for
any action arising out of or related to this Dispute
Resolution Agreement (including, but not limited to,
equitable actions contemplated by Section 4 (C) and actions
brought to enforce or interpret this Dispute Resolution
Agreement) shall be in the state courts for the County of
San Diego, California or the federal court for the Southern
District of California.
H. Notice. Any notice or communication required to be given
hereunder shall be in writing and shall be mailed via the
United States Postal Service by Certified Mail or Registered
Mail, Return Receipt Requested, or by Federal Express or
other overnight courier which can document delivery, to the
address of the party to be served as shown below (or such
other address as the party shall from time to time notify).
Such notice shall be deemed to have been served at the time
when the same is received by the party being served.
Vitameneralherb.com Inc.: Vitamineralherb.Com Inc
D. R. Mortenson, President
P.O. Box 2370
Alvin TX 77512-2370
David R. Mortenson & Assoc.: David R. Mortenson, Gen.
Partner
P. O. Box 5034
Alvin, Texas 77512-5034
I. Acknowledgment of Legal Effect of this Dispute Resolution
Agreement. By signing this Dispute Resolution Agreement, the
parties acknowledge that they are giving up any rights they
may possess to have Disputes litigated in a court and are
hereby waiving the right to a trial by jury. The parties
further acknowledge that they are agreeing to a one year
statute of limitations regarding all Disputes and that they
are giving up their judicial rights to discovery and to
appeal, unless such rights are specifically set forth above.
The parties acknowledge that if they refuse to submit to the
provisions of this Dispute Resolution Agreement they may be
compelled to do so under the authority of the California
Code of Civil Procedure. The parties acknowledge that they
have had the opportunity to consult counsel regarding the
meaning and legal effect of this Dispute Resolution
Agreement and enter into it knowingly and voluntarily.
IN WITNESS WHEREOF, the parties have entered into this Dispute
Resolution Agreement as of the date first above written.
Vitamineralherb.com Inc. David R. Mortenson & Associates
a Nevada corporation a Texas General Partnership
By: By:
Title:President Title: General Partner
EXHIBIT 10.2
ASSIGNMENT OF AGREEMENT
LICENSE AGREEMENT
THIS LICENSE AGREEMENT ("Agreement") is made and effective as of
January 3, 2000 by and between David R. Mortenson & Associates, a
Texas general partnership (DRM), and Howard Llewellen Argentina
Group Inc., a Nevada corporation (Licensee, with reference to the
following facts:
1. On April 5, 1999, DRM and Licensee entered into an agreement
granting Licensee certain rights for the use of DRM's oxygen-enriched
water product (the "Water Rights"). In consideration therefor,
Licensee issued DRM 2,000,000 shares of Licensee's common stock (the
"Shares". Subsequent to the grant of the Water Rights, the underlying
contract granting DRM the rights to the technology to produce the
oxygen-enriched water came into dispute. In order to enable Licensee
to conduct a business and to preserve the value of the Shares, DRM
desires to grant additional rights to Licensee which are not in
dispute.
2. DRM is the holder of certain rights to an Internet marketing
system for vitamins, minerals, nutritional supplements, and other
health and fitness products (the "Products") pursuant to an agreement
between Vitamineralherb.com Corp. ("vita"), a Nevada corporation,
appended hereto as Exhibit C, which rights include the right to grant
licenses for use of the system in various territories.
3. Licensee desires to market the Products to various health and
fitness practitioners in the Territory, as hereinafter defined.
NOW THEREFORE, in consideration of the mutual promises, warranties and
covenants herein contained, the parties hereby agree as follows:
1. Scope of Agreement. This Agreement shall govern all Products sold
through Vita's web site to any of Licensee's customers
("Customer(s)"). Exhibit A contains detailed information regarding
specifications, quality control, pricing and other terms relating to
the first Product(s) to be ordered through Vita's web site. The
parties agree that Exhibit A will be amended to include similar
information with respect to any future orders of the same product or
any new Product ordered through Vita by DRM or by Sub-licensee(s) or
Customers. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS
AGREEMENT AND ANY PURCHASE ORDER SUBMITTED BY CUSTOMER, THE TERMS OF
THIS AGREEMENT WILL CONTROL.
2. Grant of License; Territory. Territory shall be the Canadian
Provinces of Saskatchewan and Manitoba. DRM grants to Licensee the
exclusive rights to market the Products in the Territory through the
Web Site.
3. Manufacture of Products. Vitamin, mineral and/or nutritional
supplement Products marketed through Vita's web site shall be products
manufactured by FDA approved manufacturers which shall manufacture,
package and prepare the Products for shipment in accordance with the
specifications and requirements described on Exhibit A hereto as it
may be modified from time to time. Quality control standards relating
to the Product's weight, color, consistency, micro-biological content,
labeling and packaging are also set forth on Exhibit A. In the event
that Exhibit A is incomplete, Products shall be manufactured and
shipped in accordance with industry standards.
4. Labeling; Packaging; Shipping. Customers shall use standard
labels as specified by Vita. Upon request by Customer, Customer's
name and address will be inserted on the standard labels in return for
handling charges which shall be specified from time to time. Standard
labels shall contain all information necessary to conform to industry
requirements.
5. Products and Pricing. The pricing for the Product(s) is set forth
on Exhibit A and may be amended from time to time. Terms are payment
by credit card or electronic funds transfer at time of purchase.
Unless otherwise specified on Exhibit A, the lead time from receipt of
payment to delivery is 4-6 weeks.
6. Minimum Purchases for Vitamin, Mineral, and/or Nutritional
Supplements. The minimum purchase order quantity is 100 bottles per
formulation for standard Products. Customer Formulas, as defined
herein, shall have minimum purchase quantities of 5,000 units unless
and until such Customer Formula shall have been added to the standard
Products.
7. Web Site Maintenance; Fees. Licensee agrees that all sales of
Product to Customers will be accomplished through the Vita Web Site
(the "Web Site"). Licensee further agrees that Licensee shall pay to
Vita a maintenance fee of $500 yearly, beginning on the anniversary
date of this Agreement, for maintenance of the Web site.
8. Nature of Relationship.
(a) This Agreement does not constitute nor empower the
Licensee as the agent or legal representative of the Company for
any purpose whatsoever. Licensee is and will continue to be an
independent contractor.
(b) The arrangement created by this Agreement is not, and
is not intended to be, a franchise or business opportunity under
the United States' Federal Trade Commission Rule: Disclosure
Requirements and Prohibitions Concerning Franchising and Business
Opportunity Ventures and is not a franchise, business opportunity
or seller assisted marketing plan or similar arrangement under
any other federal, state, local or foreign law, rule or
regulation.
(c) Licensee is not prohibited by this Agreement from
pursuing other business opportunities or other employment.
9. Rights in Formulas.
(a) Customer Formulas. Any formula provided exclusively by
Licensee's Customer shall be owned by Customer ("Customer
Formula"), provided that such Customer Formula does not
substantially duplicate an existing Vita formula. Vita
agrees not to sell products to other customers using any
Customer Formula during the period in which Customer is
ordering products containing the formula and for so long as
Customer continues to purchase products containing the
Customer Formula.
(c) Joint Formulas. If Vita and Customer jointly create a
formula ("Joint Formula"), such Joint Formula will be
jointly owned by the parties. Vita agrees not to sell
products to other customers using the Joint Formula during
the period in which Customer is ordering products containing
the Joint Formula from Vita without written permission from
Customer. In the event that Customer fails to order a
specific Joint Formula Product for a period of 3 months,
Vita shall be free to sell products containing the Joint
Formula to other customers.
10. Term of Agreement; Breach of Agreement. This Agreement shall
continue for three (3) years, and shall be automatically renewed
unless one of the parties provides ninety (90) days written notice of
termination to the other party. In the event of a material breach of
this Agreement, the non-breaching party may provide written notice of
termination which shall be effective upon receipt. In the event of
termination by Licensee prior to delivery of Product for which a
purchase order has been submitted, Licensee shall reimburse Vita for
the cost of all Product and return of any boxes and labels. In no
event shall reimbursement of these amounts limit Vita's legal right to
seek compensation for the amount of its profit or any other damages
accrued under any canceled purchase order. In no event shall Vita be
required to accept or deliver product under any purchase order if Vita
has not received the outstanding balance due on any previous purchase
order in a timely manner. Failure to so perform shall not be deemed a
breach of this Agreement by Vita.
11. Override; Payment to Licensee. All purchases shall be made
through the Web Site, and payments shall be made by credit card or
other approved method of payment, such as be electronic funds transfer
or debit card. Licensee agrees that Vita shall retain a 10% override
on all sales made through the Web Site by Licensee(s). Vita agrees to
pay supplier for the Product purchased, retain Vita's override, and
remit the balance to Licensee. Vita further agrees to provide
Licensee with a Monthly Sales Report of all sales made by Licensee
through the Web Site. Vita will deliver the printed breakdown by the
tenth day of the month following such sales.
12. Trade Secrets. Vita and DRM and Licensee(s) are the owners of
certain products, technology, information, customer lists, services,
processes, financial information, pending or prospective
transactions/proposals, operating and marketing plans and procedures,
designs, product formulas, specifications, manufacturing methods,
ideas, prototypes, software, patent, trademark and copyright
applications or registrations and other similar data relating to each
party's business which data is not publicly known and derives economic
value from not being publicly known (collectively "Trade Secrets").
Each party agrees that it will not use or disclose to third parties
any Trade Secret it receives from the other, except as may be
contemplated by this Agreement. Each party agrees that it will take
all reasonable precautions to assure that no Trade Secret is conveyed
to any officer, employee, agent, manufacturer or other third party who
does not have a need to know such Trade Secret. The obligations
created by this Section 10 shall survive the termination of this
Agreement or any business relationship between the parties. Any Trade
Secret contained in any writing will be returned to the other party
promptly upon written request, together with any reproductions
thereof.
13. Governing Law; Dispute Resolution. This Agreement shall be
governed by and construed in accordance with the laws of the State of
Texas. Any dispute arising under this Agreement shall be resolved
pursuant to the terms of the Dispute Resolution Agreement attached
hereto as Exhibit B.
14. Miscellaneous Provisions. This Agreement constitutes the entire
Agreement between the parties and supersedes any prior or
contemporaneous agreements, oral or written. This Agreement may only
be amended by a writing signed by both parties. This Agreement may not
be assigned without the written consent of the other party; provided
that this Agreement may be assigned without consent to an entity
acquiring all or substantially all of the assets of either party. Any
notice required or permitted to be given under this Agreement shall be
in writing and sent by telecopy, personal delivery or certified mail,
return receipt requested, as follows:
If to Vitamineralherb.Com, Inc.: Mr. J. P. Beehner
3030 FM 518 Apt 221
Pearland TX 77584-7817
If to David R. Mortenson & Associates:
Mr. David R.Mortenson
P. O. Box 5034
Alvin TX 77512-5034
Fax: (281)388-1047
If to Licensee: Howard Llewellen
Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, B.C. V2X 4B4
Canada
Fax: 604-467-7982
Notice shall be deemed effective upon receipt if made by
confirmed telecopy, personal delivery or 48 hours after deposit
in the United States mail with the required postage.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of
the date first above written.
HOWARD LLEWELLEN ARGENTINA GROUP INC.
a Nevada corporation
By:
Linden J. Soles, President
DAVID R. MORTENSON & ASSOCIATES
a Texas General Partnership
By _________________________________
David R. Mortenson, General Partner
EXHIBIT A
PRODUCT SPECIFICATIONS
In the event of any inconsistency between the terms of Customer's
purchase order and this Product Specification Sheet, this Sheet and
the terms of the Manufacturing Agreement shall control.
Short Product Name: _____________________________
Exact Product Ingredients and Percentages:
Other Product Specifications:
Color: ___________ Tablet Type: ____________
Consistency:______________
Weight: _______ Bottle Size/Color:____________ Bottle Count:
___________
Cotton Insert:____ Bottle Seal:____ Shrink Wrap Neck Band:___ Silicon
Pack:____
Micro-biological content: Customer to specify any requirements, if
none specified, product will be manufactured to industry standards.
Labels: Labels and/or boxes to be provided by Customer [identify any
size] _________
Labels/Boxes to be Received by [date] _____ to ensure timely delivery
Master Pack/Wrapping/Palleting Requirements (if
any):_________________________
Ship to Address: _________________________________________________
Order Quantity: (minimum 5,000 BOTTLES): ________
Price: _____________ FOB IFM's facility in San Diego, CA.
Delivery Dates(s): _______________________________________
Terms of Sale: 50% with submission of purchase order; 50% due upon
completion of manufacturing, unless otherwise specified
_________________________
Purchase Order Number: ________________
Date of Purchase Order: ________________
EXHIBIT B
DISPUTE RESOLUTION AGREEMENT
THIS DISPUTE RESOLUTION AGREEMENT ("Dispute Resolution
Agreement") is entered into and effective as of January 3, 2000 by and
between David R. Mortenson & Associates, a Texas general partnership,
and Howard Llewellen Argentina Group Inc., a Nevada corporation.
1 INTENT OF PARTIES. The parties desire to establish a quick, final
and binding out-of-court dispute resolution procedure to be followed
in the unlikely event any dispute arising out of or related to the
Manufacturing Agreement dated January 3, 2000 between the parties
("Agreement"). As used in this Dispute Resolution Agreement, the term
"dispute" is used in its broadest and most inclusive sense and shall
include, without limitation, any disagreement, controversy, claim, or
cause of action between the parties arising out of, related to, or
involving the Agreement or the transactions evidenced by the Agreement
(collectively "Dispute").
2 NEGOTIATION. It is the intent of the parties that any Dispute be
resolved informally and
promptly through good faith negotiation between the parties.
Therefore, in the event of a Dispute between the parties, the
following will apply:
A. Correspondence. Either party may initiate negotiation
proceedings by writing a certified or registered letter,
return receipt requested, to the other party referencing
this Dispute Resolution Agreement, setting forth the
particulars of the Dispute, the term(s) of the Agreement
involved and a suggested resolution of the problem. The
recipient of the letter must respond within ten (10) days
after its receipt of the letter with an explanation and
response to the proposed solution.
B. Meeting. If correspondence does not resolve the Dispute,
then the authors of the letters or their representatives
shall meet on at least one occasion and attempt to resolve
the matter. Such meeting shall occur not later than thirty
(30) days from the parties' last correspondence. If the
parties are unable to agree on the location of such a
meeting, the meeting shall be held at DRM's corporate
offices. Should this meeting not produce a resolution of the
matter, then either party may request mandatory mediation
(as provided below) by written notice to the other party.
3. MEDIATION. Subject to the availability of the mediator, the
mediation shall occur not more than thirty (30) days after the
request for mediation. The mediation shall be conducted by
retired Judge William Yale, former Presiding Judge of the San
Diego Superior Court, who now acts as a full-time, highly
respected mediator. The mediation shall be held in San Diego,
California. The cost of mediation shall be borne equally by the
parties. The mediation process shall continue until the Dispute
(or any part thereof) is resolved or until such time as the
mediator makes a finding that there is no possibility of
resolution short of referring the parties to final and binding
arbitration.
1.
4. FINAL AND BINDING ARBITRATION. Should any Dispute (or part
thereof) remain between the parties after completion of the
negotiation and mediation process set forth above, such Dispute
shall be submitted to final and binding arbitration in San Diego,
California. The arbitration shall be governed by the provisions
of the California Code of Civil Procedure ("CCP"), and the
following provisions, which shall supersede the CCP in the event
of any inconsistency:
A. Selection of Arbitrator(s). There shall be a single
arbitrator, except in the case where the amount in
dispute exceeds $100,000, in which case there shall be
three arbitrators. If the parties cannot agree upon
acceptable arbitrators(s) within ten (10) days of the
termination of the mediation, each party shall select
one arbitrator from a list of not less than five (5)
arbitrators provided by the other party. These two
arbitrators shall select a third arbitrator who shall
serve as the sole arbitrator or the third arbitrator,
as the case may be. The determination of a majority of
the arbitrators or the sole arbitrator, as the case may
be, shall be conclusive upon the parties and shall be
non-appealable.
B. Discovery. No discovery shall be permitted, absent a
showing of good cause. Any discovery request should be
reviewed with the knowledge that this dispute
resolution process was mutually agreed upon and
bargained for by the parties with the intent to provide
a cost-effective and timely method of resolving
disputes. Any discovery granted by the arbitrator
should be limited to that necessary to protect the
minimum due process rights of the parties.
C. Equitable Remedies. Any party shall have the right to
seek a temporary restraining order, preliminary or
permanent injunction or writ of attachment, without
waiving the negotiation, mediation and arbitration
provision hereof. In so doing, such party shall not be
required to meet the requirement of California Civil
Code Section 1281.8. Any other form of equitable or
provisional relief and all substantive matters relating
to the Dispute shall be determined solely by the
arbitrator(s).
D. Attorney's Fees; Arbitration Costs. Each party may be
represented by an attorney or other representative
selected by the party. The costs of the arbitration
shall be borne equally by the parties. Each party shall
bear its own attorneys'/representatives' fees and
costs; provided that if the arbitrator(s) find either
party has acted in bad faith, the arbitrator(s) shall
have discretion to award attorneys' fees to the other
party.
E. Scope of Arbitration; Limitation on Powers of
Arbitrator(s); Applicable Law. No party may raise new
claims against the other party in the arbitration not
raised in the mediation. The arbitrator shall have the
power to resolve all Disputes between the parties. The
arbitrator(s) shall not have the power to award treble,
punitive or exemplary damages and the parties hereby
waive their right to receive treble, punitive or
exemplary damages, to the extent permitted by law. The
arbitrator(s) shall only interpret and apply the terms
and provision of the Agreement and shall not change any
such terms or provisions or deprive either party of any
right or remedy expressly or impliedly provided for in
the Agreement. The arbitrator(s) shall apply the law of
the State of California (excluding California's
conflict of law rules), or federal law, in those
instances in which federal law applies.
F. Designation of Witnesses/Exhibits; Duration of
Arbitration Process; Written Decision. At least thirty
(30) days before the arbitration is scheduled to
commence, the parties shall exchange lists of witnesses
and copies of all exhibits intended to be used in
arbitration. The arbitration shall be completed within
90 days of the selection of the first arbitrator. The
arbitrator(s) shall render a written decision, which
contains findings of fact and conclusions of law,
within 30 days of the conclusion of the arbitration and
shall specify a time within which the award shall be
performed. Judgment upon the award may be entered in
any court of competent jurisdiction.
5. MISCELLANEOUS
A. Enforcement of Negotiation/Mediation Provisions. If a
party demanding such compliance with this Agreement
obtains a court order directing the other party to
comply with this Dispute Resolution Agreement, the
party demanding compliance shall be entitled to all of
its reasonable attorneys' fees and costs in obtaining
such order, regardless of which party ultimately
prevails in the matter.
B. Severability. Should any portion of this Dispute
Resolution Agreement be found to be invalid or
unenforceable such portion will be severed from this
Dispute Resolution Agreement, and the remaining
portions shall continue to be enforceable unless to do
so would materially alter the effectiveness of this
Dispute Resolution Agreement in achieving the stated
intent of the parties.
C. Confidentiality. The parties agree that they will not
disclose to any third party that (1) they are engaged
in the dispute resolution process described herein, (2)
the fact of, nature or amount of any compromise
resulting herefrom, or (3) the fact of, nature or
amount of any arbitration award. This confidentiality
obligation shall not extend to the party's employees,
spouses, accountant, bankers, attorneys or insurers or
in the event that disclosure is otherwise required by
law.
D. Time to Initiate Claims. An aggrieved party must mail
and the other party must receive the correspondence
which initiates negotiation proceedings in connection
with a Dispute as specified in Paragraph 2(A) (1)
within one (1) year of the date the aggrieved party
first has, or with the exercise of reasonable diligence
should have had, knowledge of the event(s) giving rise
to the Dispute (the "One Year Statute of Limitations").
No Dispute may be raised under this Dispute Resolution
Agreement after the expiration of the One Year Statute
of Limitations.
E. Entire Agreement. These dispute resolution provisions
express the entire agreement of the parties and there
are no other agreements, oral or written, concerning
dispute resolution, except as provided herein. Any
ambiguity in the provisions hereof shall not be
construed against the drafter. This Dispute Resolution
Agreement may only be modified in a writing signed by
both parties.
F. Successors. This Dispute Resolution Agreement is
binding upon and inures to the benefit of the parties,
their agents, heirs, assigns, successors-in-interest,
and any person, firm or organization acting for or
through them.
G. Venue and Jurisdiction. Venue and exclusive
jurisdiction for any action arising out of or related
to this Dispute Resolution Agreement (including, but
not limited to, equitable actions contemplated by
Section 4 (C) and actions brought to enforce or
interpret this Dispute Resolution Agreement) shall be
in the state courts for the County of San Diego,
California or the federal court for the Southern
District of California.
H. Notice. Any notice or communication required to be
given hereunder shall be in writing and shall be mailed
via the United States Postal Service by Certified Mail
or Registered Mail, Return Receipt Requested, or by
Federal Express or other overnight courier which can
document delivery, to the address of the party to be
served as shown below (or such other address as the
party shall from time to time notify). Such notice
shall be deemed to have been served at the time when
the same is received by the party being served.
David R. Mortenson & Assoc.: David R. Mortenson,
Gen. Partner
P. O. Box 5034
Alvin, Texas 77512-5034
Fax: 281-388-1047
Phone: 281-331-5580
Howard Llewellen Argentina Group Inc.:
Linden J.Soles
21112 123rd Avenue
Maple Ridge, BC V2X 4B4
Canada
Fax: 604-467-7982
Phone: 604-467-9116
I. Acknowledgment of Legal Effect of this Dispute Resolution
Agreement. By signing this Dispute Resolution Agreement, the
parties acknowledge that they are giving up any rights they may
possess to have Disputes litigated in a court and are hereby
waiving the right to a trial by jury. The parties further
acknowledge that they are agreeing to a one year statute of
limitations regarding all Disputes and that they are giving up
their judicial rights to discovery and to appeal, unless such
rights are specifically set forth above. The parties acknowledge
that if they refuse to submit to the provisions of this Dispute
Resolution Agreement they may be compelled to do so under the
authority of the California Code of Civil Procedure. The parties
acknowledge that they have had the opportunity to consult counsel
regarding the meaning and legal effect of this Dispute Resolution
Agreement and enter into it knowingly and voluntarily.
IN WITNESS WHEREOF, the parties have entered into this
Dispute Resolution Agreement as of the date first above written.
Howard Llewellen Argentina Group Inc. David R. Mortenson & Associates
a Nevada corporation a Texas General Partnership
By:_________________________ By:__________________________
Linden J. Soles, President David R. Mortenson,
General Partner
EXHIBIT 10.3
LICENSE AGREEMENT - WATER
LICENSE AGREEMENT
This agreement ("Agreement") made and entered into effective
April 5, 1999 ("Effective Date") by and between David R.
Mortenson & Associates, having their principal place of business
at P.O. Box 5034, Alvin, Brazoria County, Texas, U.S.A.,
("Grantor") and Howard Llewellen Argentina Group Inc.
(ALicensee@), a Nevada Corporation whose registered office is at
50 West Liberty Street, Suite 880, Reno, Nevada 89501;
W I T N E S S E T H:
WHEREAS, Grantor has certain rights as evidenced by the
attached Distribution Agreement (the ADistribution Agreement@) to
Products developed by NW Technologies, Inc. (ANWT@), a Texas
corporation with its principal offices at 5817 Centralcrest,
Houston, Texas 77092, which company has developed proprietary
know-how in the Products, including Products covered by one or
more US Patents that have been licensed to NWT, and other
Products (as hereinafter defined); and
WHEREAS, NWT has proprietary rights to trade dress and
trademarks for the brand name "Natures' Way" and "The
Environmental Solution", and other trademarks and trade dress as
may be revealed to Licensee from time to time, collectively
referred to as AMarks@; and
WHEREAS Grantor is under obligation to maintain the
proprietary rights of NWT to the Marks and to protect NWT=s
proprietary know-how, as outlined in the Distribution Agreement;
and
WHEREAS, NWT and Grantor desire to have the Products marketed
by the Licensee, under the Licensee=s own private label, in the
Territory (as hereinafter defined); and
WHEREAS, Licensee desires to market the Products in the
Territory and hereby acknowledges NWT=s exclusive ownership of
all of the Marks;
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and other good and valuable consideration, Grantor
and Licensee agree as follows:
ARTICLE I
GRANT, TERRITORY AND PRODUCTS
1.01 Grant and Territory. (a) Grantor hereby designates
Licensee as a Private Label distributor for the marketing of the
Products in the market(s) and geographic area(s) set forth in
Exhibit "A" hereto, ("Territory"). Licensee hereby accepts the
designation as a distributor on the terms and subject to the
conditions contained herein.
(b) Licensee hereby agrees that it will make no use of
any present or future Marks of NWT, or of any marks that would
cause confusion with the general public, for any reason without
specific written approval of NWT. Upon termination of this
Agreement for any reason Licensee agrees to cease immediately all
use and display of NWTs trademarks, service marks and trade
names (the Marks) if any permission to use the Marks has been
granted.
1.02 Products. (a) The term "Product(s)" as used herein
shall mean only those Products as defined in Exhibit "B" hereto.
(b) Affiliated Persons shall mean officers,
employees, sales representatives, consultants or other employees
or non-employees to whom Licensee grants authority to represent
the Products.
(c) Licensees owned label, (Private Label),
shall mean that the Product(s) shall be packaged by Licensee
utilizing a label on the packages of the Licensees own design
and invention. Since Licensees intended uses of the Product are
outside the scope of the expertise of Grantor or its personnel,
Grantor will not be required to furnish label detail to Licensee.
1.03 Compensation: Distributor agrees to pay Grantor the
sum of $2,000 in the form of 2,000,000 shares of Distributors
common stock having a par value of $0.001 each (the Shares),
and to issue as of the date of execution of the Subscription
Agreements therefor certificates to the members of Grantors
Association in the amounts set forth in the schedule attached
hereto as Exhibit F. Grantor warrants that each of the members
of the Association are Aaccredited investors@ as that term is
defined in Rule 501 of Regulation D under the Securities Act of
1933, as amended. Distributor agrees to file a notice of sale of
the Shares pursuant to Rule 504 on Form D with the U.S.
Securities & Exchange Commission.
ARTICLE II
DURATION, TERMINATION AND NATURE OF RELATIONSHIP
2.01 Duration. The term of this Agreement shall be three (3)
years from the Effective Date unless terminated earlier as herein
provided. This Agreement may be renewed by Licensee for
additional three (3) year periods if no event of default exists
and all other provisions of this Agreement are in full force and
effect.
2.02 Termination. (a) This Agreement may be terminated
by Grantor for cause upon the giving of notice as herein
provided.
(b) Termination for Cause. In the event that Licensee shall
file a voluntary petition in bankruptcy or for reorganization of
indebtedness, or that Licensee should, for a period of more than
ninety days be the subject of an involuntary bankruptcy
proceeding or receivership over all or substantially all of
Licensee=s assets, or that Licensee or any Officer or Director of
Licensee should be found guilty of a felony or a crime involving
moral turpitude, or that Licensee shall, with knowledge and
deliberation, breach any provision of this Agreement, then
Company may immediately, upon delivery of written notice to
Licensee, terminate this Agreement. Cause shall also include the
violation by Licensee of any of the provisions, purchase
requirements, or monetary requirements of this Agreement (AEvents
of Default@).
(c) Licensee will be allowed 30 days after written
notification of an Event of Default to correct the violation,
except for monetary provisions which will not be granted a grace
period by Grantor.
(d) Termination of this Agreement shall not release Licensee
or Grantor from the obligations of either party contained herein.
(e) Termination of this Agreement cancels any rights granted
to Licensee herein.
2.02 Nature of Relationship. (a) This Agreement does not
constitute nor empower the Licensee as the agent or legal
representative of Grantor for any purpose whatsoever. Licensee
is and will continue to be an independent contractor.
(b) The arrangement created by this Agreement is not,
and is not intended to be, a franchise or business opportunity
under the United States' Federal Trade Commission Rule:
Disclosure Requirements and Prohibitions Concerning Franchising
and Business Opportunity Ventures and is not a franchise,
business opportunity or seller assisted marketing plan or similar
arrangement under any other federal, state, local or foreign law,
rule or regulation;
(c) Licensee shall not repackage or re-label Products
for any reason, except as may be allowed in any licensing
agreement issued by Grantor, without prior written authorization
from Grantor. Notwithstanding the provisions of this paragraph
2.03(c) it is understood by Company that Licensee will repackage
Product and apply Licensees own label to the containers. The
purpose of this section is to assure that Licensee will not re-
label any Product incorrectly whereby the public would be
confused with the recommended use of the Product.
(d) Licensee declares that it will not sell or offer
for sale the product Biocatalyst for use in applications
involving bioremediation of hydrocarbons or where microbes are
used, enhanced or suggested for use without specific written
authorization from Grantor. The language herein is not intended
to prohibit the Licensees use of the Product for that purpose in
remediation of sewage or waste water, whether in septic tanks or
waste water treatment facilities and the like, nor to prohibit
Licensees use of the Product in pond remediation, exclusive of
remediation of petroleum-based hydrocarbon contamination.
Licensee acknowledges that its intended use of the product
ABiocatalyst@ for remediation of sewage or waste water, exclusive
of remediation of petroleum-based hydrocarbon contamination has
not been specifically tested by Grantor and as a consequence of
this is not included as a recommended use of the product
Biocatalyst by Grantor or NWT. Notwithstanding the foregoing,
both parties acknowledge that in bioremediation, Biocatalyst is
specifically used to enhance the growth of microbes in soils,
particularly at depths where oxygen exchange is limited.
ARTICLE III
CONFIDENTIALITY, INDEMNITY AND REMEDIES
3.01 Confidential Information. (a) Licensee acknowledges
that in performing its obligations hereunder it will have access
to confidential information and trade secrets of NWT and Grantor
not generally known to the public ("Confidential Information")
and Licensee is obligated to maintain the confidentiality of the
Confidential Information on its own behalf and on behalf of its
"Affiliated Persons" to whom Confidential Information is
disclosed. For the term of this Agreement and for a period of 5
years after cancellation hereof Licensee and its Affiliated
Persons will treat all Confidential Information in a
confidential manner.
(b) Licensee agrees that it will not analyze or otherwise
test, or submit to anyone else for analysis or testing
(chemically or otherwise) any Product unless approved in writing
by Grantor and NWT and unless NWT and Grantor are directly
involved in the testing. NWT and Grantor grant the Licensee
hereunder the right to have the Product tested for the presence
of oxygen, pathogens or other non-desirable components. Grantor
makes no warranty as to the content of the product.
(c) Licensee agrees to sign and to have its affiliated
persons sign confidentiality agreements in the same form as
contained herein or as approved by Grantor.
3.02 Non-competition. Licensee agrees that the relationship
between Licensee and Grantor is of a special nature and further
agrees on its own behalf and on behalf of its Affiliated Persons
that during the term of this Agreement and for a period of twelve
(12) months from and after the termination of this Agreement that
Licensee and its Affiliated Persons will not engage or hold any
interest, directly or indirectly, in any enterprise engaged in
the manufacture, sale or distribution of products of the type
manufactured, sold or distributed by Grantor as of the date this
Agreement is terminated.
3.03 Remedies. Licensee agrees that Grantor shall be entitled
to seek and obtain injunctive relief from a court of competent
jurisdiction for the purposes of restraining Licensee from any
actual or threatened breach of the provisions contained herein.
3.04 Indemnity of Licensee and Grantor. Licensee and Grantor
shall indemnify the other and hold them harmless from and against
any and all claims, losses, costs, expenses and liabilities of
any kind, including without limitation court costs and reasonable
attorneys' fees, suffered or incurred by any of them on account
of, related to, or arising out of the conduct of the Licensee's
or Grantor's business as the case may be.
ARTICLE IV
GRANTOR'S OBLIGATIONS TO LICENSEE
4.01 License to Produce. Grantor agrees to grant to Licensee
a non-exclusive license to manufacture the product ABiocatalyst@
upon the following terms and conditions:
(a) License. After the Licensee has purchased a minimum of
5,000 gallons of Product each month for a minimum period of six
(6) consecutive months a license will be granted to Licensee to
produce the product in a location to be named by Licensee and
approved by Company with methods of production and security
measures as approved by Company. However, if after the effective
date hereof, Licensee, his successors or permitted assigns, can
demonstrate to Grantor=s satisfaction the financial capability of
Licensee, his permitted successors or assigns, then upon a
payment of a one time fee of $25,000.00 the provisions of this
section will be deemed by Company to have been fulfilled and the
referenced License to Produce will be granted by Company.
(b) The ingredient Biomas as used in the Product will be
supplied by Grantor upon terms, conditions and pricing that may
be stated to Licensee by Grantor at the time of issue of the
subject License to Produce.
(c) Royalty and Expense. At the time of issuance of the
subject License to Produce a one-time payment of $10,000.00 will
be made to Grantor by Licensee to reimburse Grantor for
unspecified expenses. A monthly royalty of 8% (eight percent) of
gross sales of Licensee will be paid by Licensee to Grantor
within 20 days of the end of each month.
(d) Minimum Royalties. The minimum annual royalties to be
paid by Licensee hereunder, commencing with the granting of a
License to Produce from Grantor to Licensee will be $20,000.00.
The minimum annual royalties to be paid hereunder are non-
accumulative.
4.02 Personnel. Grantor agrees to make available to Licensee
Grantor's trained technical personnel for consultation from time
to time, if Licensee so requests in writing. Such consultation
may be by telephone or in person. If Licensee requires the
personal assistance of on site technical personnel, then Licensee
will pay actual travel and living expenses for such personnel as
agreed between Grantor and Licensee and an additional fee (per
diem) of $300.00 per day for each technical person requested.
ARTICLE V
LICENSEE'S OBLIGATIONS TO GRANTOR
5.01 Develop Territory. Licensee agrees to (i) use its best
efforts to market the Product in specified markets throughout the
Territory, (ii) devote such time and effort as may be necessary
to do so, (iii) retain and train sufficient staff that is
knowledgeable in the sale and use of the Products, and (iv)
maintain facilities sufficient to market, sell, and distribute
the Products.
5.02 Business Records. Licensee agrees to maintain reasonably
detailed and accurate records relating to the use of the Products
and to furnish to Grantor a detailed copy of all sales records,
invoice copies, copies of all testimonial letters, product usage
data and other records and reports relating to the sale and use
of the Products within the Territory (the ABusiness Records@)
upon request in writing by Grantor.
5.03 Compliance with Laws. Licensee agrees, on its behalf and
on behalf of its "Affiliated Persons" not to perform any acts or
transactions which would place Grantor or Licensee in violation
of domestic, foreign, or international laws, rules or regula
tions.
5.04 Information Regarding Use of Product. Licensee agrees
to forward to Grantor any and all information, including written,
digital, or pictorial pertaining to the use and distribution of
the Products as such information becomes known to Licensee.
5.05 Inventories. Licensee agrees to maintain adequate
inventories of Products in the Territory to service customers
needs.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF LICENSEE
6.01 Organization. Licensee represents and warrants to
Grantor that Licensee has the authority to enter into this
Agreement and to perform its obligations hereunder.
6.02 No Defaults. Licensee represents and warrants to Grantor
that neither the execution and delivery of this Agreement nor the
performance of the transactions contemplated hereby will conflict
with or result in a breach or violation of any agreement,
document, instrument, judgment, decree, order, governmental
permit, certificate or license to which Licensee is a party or to
which Licensee is subject.
ARTICLE VII
TERMS OF SALE
7.01 Standard Terms and Warranties. SINCE THE USE OF THE
PRODUCTS ARE BEYOND THE CONTROL OF GRANTOR THE PRODUCTS ARE SOLD
"AS IS", "WHERE IS", WITH NO WARRANTIES, EXPRESS OR IMPLIED.
GRANTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO
THE PRODUCTS OR THEIR PERFORMANCE OR AS TO SERVICE, TO LICENSEE
OR ANY OTHER PERSON. IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE, TO LICENSEE OR TO ANY OTHER
PERSON ARE HEREBY DISCLAIMED. IN NO EVENT SHALL GRANTOR BE LIABLE
TO LICENSEE OR ANY PERSON FOR INCIDENTAL OR CONSEQUENTIAL
DAMAGES. THE LIABILITY OF GRANTOR, IF ANY, FOR DAMAGES RELATING
TO ANY ALLEGEDLY DEFECTIVE PRODUCT UNDER ANY LEGAL OR EQUITABLE
THEORY SHALL BE LIMITED TO THE ACTUAL PRICE PAID FOR SUCH
PRODUCT. Grantor may change the limited warranty contained in
this Section 7.01 at any time.
7.02 Placement of Orders and Shipping Terms. All
shipments of Product shall be FOB Grantor's plant, Houston,
Texas, unless specifically agreed otherwise and all shipments
will be made by common carrier in accordance with regulations
relating thereto and delivery is not guaranteed by Grantor at or
to the destination. Grantor is not responsible for claims for
shortages or damage in transit; such claims must be made by the
Licensee against the carrier. All orders shall be placed with
Grantor in writing upon forms approved by Grantor and Licensee
shall verify the accuracy of the order. Grantor has the right to
accept or reject any order, and the terms and conditions thereof,
if the Licensee is in default with any of the requirements or
conditions of this Agreement.
7.03 Claims of Faulty Products. Any claims for faulty
Products shall be governed by the Uniform Commercial Code of
Texas, USA unless stated otherwise in this Agreement.
7.04 Title and Risk of Loss. Products sold to Licensee shall
become the property of Licensee and title and risk of loss shall
pass to Licensee at the time of delivery of the Products to a
carrier for shipment to Licensee or Licensee customer, subject,
however, to a security interest which Grantor hereby reserves in
the Products until payment for the Products is received by
Grantor.
7.05 Payment Terms. Licensee shall make payment to Grantor in
U.S. dollars to Grantor for all materials ordered under this
Agreement at the address set forth herein, and upon the terms and
manner of payment as shown on the Price List of Grantor as
amended from time to time.
7.06 Credit Sales. Licensee and Grantor both acknowledge and
agree that if any sale on credit is permitted hereunder Grantor
hereby retains a security interest in and lien upon the Products
so sold until payment in full is received by Grantor.
7.07 Insurance. Licensee shall secure and maintain insurance
on its inventory of Products purchased on credit in the U.S.
dollar amount at least equal to the amount owing to Grantor by
Licensee. Such insurance coverage shall list Grantor as an
additional insured party.
7.08 Prices. Licensee's price from Grantor for Products
and printed matter shall be as set forth in Grantor's current
published pricing schedule. This pricing is subject to change
from time to time upon written notice transmitted by facsimile,
or US Mail, by Grantor to Licensee not less than ten (10) days in
advance of any price changes. Prices for Product by Grantor to
Licensee shall be as shown on Exhibit AB attached hereto.
7.09 Printed Matter. Licensee is prohibited from producing
and distributing his own literature, or from any action that
would give the impression directly or indirectly, to others that
Product and/or the AMarks@ are the property of Licensee.
7.10 Biomas Supply. At the time that an Agreement allowing
the Licensee to produce the Product as allowed by the terms and
conditions stated in this Agreement the formulae and processes
for the production of the raw material Biomas will be placed
with an escrow agent acceptable to both Licensee and Grantor. If
Grantor is not able to supply Biomas in quantities sufficient to
meet Licensee needs for production of Product, and the non-supply
condition continues for a period of 90 (ninety) days, then
Licensee will be allowed to produce Biomas in accordance with a
non-exclusive License to Produce to be issued by Grantor in
accordance with the License form deposited with the formulae and
processes with the approved escrow agent.
ARTICLE VIII
MISCELLANEOUS CONDITIONS
8.01 Governing Law. This Agreement and any questions
concerning its validity, construction and performance shall be
governed by the laws of the State of Texas, U.S.A., with venue in
Harris County, Texas. Further, the parties to this Agreement
hereby irrevocably submit to the exclusive jurisdiction of the
federal courts sitting in Harris County, Texas, for any action or
proceeding arising out of or relating hereto.
8.02 Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be
sent by certified United States mail, return receipt requested to
the other party at the address specified in the first paragraph
of this Agreement. The address of either party specified above
may be changed by a notice given by such party to the other party
in accordance with this Section 8.02.
8.03 Excuse of Performance. Grantors and Licensees
performance (other than Licensees obligation to pay for Products
or other fees or monetary obligations in accordance herewith,
which shall not be excused) hereunder shall be excused if (but
only for so long as) any of the following conditions or events
occur and are continuing: Labor conflicts, strikes, lock-outs,
fires, explosions, war, civil disturbances, unforeseen military
action, governmental action, requisitions or seizures, delays of
subcontractors or vendors, unavailability of raw materials or
transport facilities, acts of God or nature, or any other
condition or event which is beyond the reasonable control of
Grantor or Licensee, as the case may be.
8.04 Entire Agreement. This Agreement, the Exhibits hereto
and any confidentiality agreement and subdistribution agreement,
constitute the entire agreement between the parties with respect
to the subject matter hereof and may not be altered or modified
except by an agreement in writing referring to this agreement and
signed by the parties hereto. Grantor and the Licensee agree that
this agreement supersedes all prior agreements written or oral.
8.05 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original,
and all of which together shall constitute but one and the same
instrument.
8.06 No Waiver. No failure or delay by any party hereto in
exercising any right, in whole or in part, power or privilege
hereunder shall operate as a waiver thereof.
8.07 Amendment. This Agreement may not be amended or modified
except by an instrument in writing signed on behalf of the
parties thereto specifically referencing this Agreement.
8.08 Severability. Any provisions hereof prohibited by or
unlawful or unenforceable under any applicable law of any
jurisdiction shall be ineffective as to such jurisdiction,
without affecting any other provision of this Agreement.
8.09 Binding on Successors; Assignment. This Agreement is
binding on, and shall inure to the benefit of the parties hereto
and their respective successors, heirs and permitted assigns.
This Agreement and any rights or duties hereunder may not be
assigned by Licensee, whether such assignment occurs by merger,
consolidation, sale, lease, other disposition of or any other
business combination of Licensee, without the prior written
consent of Grantor. Grantor may assign its rights hereunder to
any person provided that such person, either expressly or by
operation of law, assumes Grantor=s obligations hereunder. The
above notwithstanding, Grantor understands that Licensee is, as
of the effective date hereof, negotiating with several companies
for the purpose of entering into a merger, joint venture, or
marketing arrangement specifically for the purpose of marketing
or financing Licensee=s efforts in marketing of the Product.
Grantor agrees that as long as the requirements of this Agreement
are fulfilled that Grantor will not unreasonably deny a request
to allow Licensee to enter into the contemplated agreement.
8.10 Attorneys' Fees. If any action at law or in equity is
necessary to enforce or interpret the terms of this Agreement,
the prevailing party shall be entitled to reasonable attorneys'
fees, costs, and necessary disbursements in addition to any other
relief to which such party may be entitled.
IN WITNESS WHEREOF, the parties have caused this Agreement to
be executed by their duly authorized representatives on the dates
set forth beneath their respective signatures below, to be
effective for all purposes as of the date first above written.
HOWARD LLEWELLEN DAVID R.MORTENSON &
ARGENTINA GROUP INC. ASSOCIATES
BY:_____________________ BY:_________________________
TITLE: _________________
DATE: __________________ DATE: __________________
EXHIBIT "A"
TERRITORY
Geographic Area:
Exclusive Private Label License for the state of Pennsylvania for
remediation of sewage and waste water, whether in septic tanks or
waste water treatment facilities, exclusive of remediation of
petroleum-based hydrocarbon contamination. Licensee may not make
any use of Grantor=s or NWT=s marks, name, or make any reference
to NW Technologies, Inc. in labeling, packaging, or advertising
materials of any kind. Grantor agrees to inform by letter all
existing Licensees that exclusive marketing, distributing, and
production rights have been granted to the Licensee, and to upon
request, furnish copies of such letters to the Licensee. Grantor
agrees to exclude the above-mentioned rights from future
contracts it may issue to other Licensees.
Licensees Obligations to Grantor: Licensee agrees to minimum
purchase requirements as shown in Exhibit C.
EXHIBIT B
Products Included in This Agreement
The product Biocatalyst is the only product included in this
Agreement subject to provisions of the Agreement.
The product Biomas in included herein only if a license to
product the Product is granted to Licensee in accordance with the
terms and conditions contained herein.
Prices: The initial price to Licensee for the Product Biocatalyst
is $2.00 per gallon in 2,000 gallon quantities to be packaged in
a bulk container furnished by Licensee. The suitability of the
bulk container to receive and transport the Product is, and will
remain, the responsibility of Licensee.
EXHIBIT "C"
PURCHASE OBLIGATIONS
1ST 6 months $50,000.00
2ND 6 months $75,000.00
2nd Year $175,000.00
Notwithstanding the above, if Licensee shall have purchased
the right to produce as outlined in Section 4.01 of this
Agreement, Licensee shall have no purchase requirement.
EXHIBIT "D"
PAYMENT TERMS
The payment terms relating to this Agreement are cash in
advance.
EXHIBIT E
CONFIDENTIALITY AGREEMENT
WITNESSETH:
This Agreement by and between NW Technologies, Inc., a Texas
corporation with its principal offices located at 5817
Centralcrest, Houston, Harris County, Texas 77092 (herein
NWT), David R. Mortenson & Associates, with its principal
office located at P.O. Box 5034, Alvin, Brazoria County,
Texas 77512 (herein Mortenson), jointly hereinafter
referred to as Discloser; and Howard Llewellen Argentina
Group Inc., a Nevada corporation with principal offices at
21112 123RD Avenue, Maple Ridge, BC V2X 4B4 Canada (herein
Disclosee) is made and entered into this 2nd day of
April, 1999.
WHEREAS, NWT has developed proprietary know-how in its
products marketed under the trade name "Natures' Way" and
ABiocatalyst@; and other trade names from time to time, and;
WHEREAS, NWT has proprietary rights to trade dress,
trademarks, and designs for the brand name "Natures' Way",
ABiocatalyst@, "The Environmental Solution", manufacturing
processes and procedures, application processes and
procedures, and;
WHEREAS, NWT has entered into an exclusive marketing
agreement with Mortenson to market its product Biocatalyst
under his own brand names, including among others, OxyMax,
AO-Max, AO2Max, Oxy-Ice, AO-Gel, O2Gel for
agricultural use;
NOW THEREFORE, in consideration of the mutual covenants
set forth herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby
acknowledged, the Discloser and Disclosee agree as follows:
1.0 ANALYSIS OF SAMPLES OR PRODUCT: Parties hereto
agree that Disclosee will not analyze (chemically or
otherwise) or cause to be analyzed any of NWTs BioCatalyst
product, except as specifically required by state or federal
statute, regulation, common law, or court order. No such
analysis of Biocatalyst shall be made without 10 days'
advance written notice to NWT, and NWT shall be responsible
for and pay for any deviation from the testing protocol that
may be required by NWT.
2.0 CONFIDENTIALITY OF INFORMATION: Parties hereto
acknowledge that they will have access to confidential,
specialized, and proprietary information and trade secrets
of NWT not generally known to the public which are the
proprietary information of NWT. Parties hereto agree that
the Confidential Information revealed to them is a valuable
proprietary interest of NWT and that they are obligated to
maintain the confidentiality of the Confidential Information
so revealed. The Parties hereto agree that they will not
disclose or authorize any other person to disclose, publish,
disseminate or use the Confidential Information, and will
treat all Confidential Information in a confidential manner.
The Parties hereto acknowledge that NWT would be irreparably
harmed by the unauthorized use of the Confidential
Information herein referred to.
3.0 GOVERNING LAW: This agreement and any questions
concerning its validity, construction and performance shall
be governed by the laws of the State of Texas, U.S.A., with
venue in Harris County, Texas.
4.0 ENTIRE AGREEMENT: This agreement is the entire
agreement between the parties with respect to the subject
matter hereof and may not be altered or modified except by
an agreement in writing signed by the parties hereto.
5.0 NO WAIVER: No failure or delay by any party hereto
in exercising any right, power or privilege hereunder shall
operate as a waiver thereof nor shall any single or partial
exercise thereof or the exercise of any right, power or
privilege.
6.0 AMENDMENT: This Confidentiality Agreement may not
be amended or modified except by an instrument in writing
signed on behalf of the parties thereto.
7.0 SEVERABILITY: Any provisions hereof prohibited by
or unlawful or unenforceable under any applicable law of any
jurisdiction shall be ineffective as to such jurisdiction,
without affecting any other provision of this Agreement or
in any other jurisdiction.
8.0 ATTORNEYS' FEES: If any action at law or in equity
is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to
reasonable attorneys' fees, costs, and necessary
disbursements in addition to any other relief to which such
party may be entitled.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed by their duly authorized
representatives on the dates set forth beneath their
respective signatures below, to be effective for all
purposes as of the date first above written.
NW TECHNOLOGIES, INC. HOWARD LLEWELLEN ARGENTINA
GROUP INC.
BY: BY:
C.E. Kaiser,Chairman President
DATE:
DAVID R. MORTENSON & ASSOCIATES
By: ______________________________
David R. Mortenson
EXHIBIT F
SHARE DISTRIBUTION SCHEDULE
Member Address SSN No. of Shares
to be issued
David R. Mortenson P.O. Box 5034
Alvin TX 77512-5034 ###-##-#### 200,000
Terry Fowler 545 Teal Dr
Dickinson TX 77539 ###-##-#### 200,000
Joshua J. Mortenson 808 Cemetery Rd
Alvin TX 77511 ###-##-#### 200,000
Laurent R. Barbudaux 735 International
Blvd #111 Houston
TX 77024 ###-##-#### 200,000
Marie M. Charles P. O. Box 34830
Houston TX 77034 ###-##-#### 200,000
C. E. Kaiser 10220 Memorial Dr
#67 Houston TX 77024 ###-##-#### 200,000
Roy Donovan Hinton Jr.P. O. Box 4456
Pasadena TX 77502 ###-##-#### 200,000
James R. Collins,
D.V.M. 7716 Windswept Lane
Houston TX 77063 ###-##-#### 200,000
Jock R. Collins,
D.V.M. 7627 Skyline Drive
Houston TX 77063 ###-##-#### 200,000
Joshua D. Smetzer 2101 Mustang Rd Apt
113 Alvin TX 77511 ###-##-#### 200,000
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITOR
Janet Loss, C.P.A., P.C.
Certified Public Accountant
1780 South Bellaire
Suite 500
Denver, CO 80222
The Board of Directors
Howard Llewellen Argentina Group Inc.
21112 123rd Avenue
Maple Ridge, BC V2X 4B4
Canada
Dear Sirs:
This letter will authorize you to include the Audit of your company
dated December 31, 1999 and the Audit Report dated June 29, 2000 in
the Registration Statement currently under review with the Securities
and Exchange Commission.
Yours Truly,
/S/ Janet Loss, C.P.A., P.C.
Janet Loss, C.P.A., P.C.
June 30, 2000