UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT TO
FORM 10-QSB
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____ TO _____.
COMMISSION FILE NUMBER: 000-29107
---------
Multinet International Corporation, Inc.
---------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 88-0441388
- ---------------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 West Sahara, Suite 200
Las Vegas, Nevada 89117
- ---------------------------------------- --------------------
(Address of principal executive offices) (Zip Code)
N/A
---------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant: 1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and 2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
At June 30, 2000, there were outstanding 2,431,000 shares of the Registrant's
Common Stock, $.001 par value.
Transitional Small Business Disclosure Format (check one):
YES [ ] NO [X]
PART I - FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
FINANCIAL REPORTS
JUNE 30, 2000
DECEMBER 31, 1999
DECEMBER 31, 1998
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . .. 2
Statements of Income. . . . . . . . . . . . . . . . . . . . . 3-4
Statements of Stockholders' Equity . . . . . . . . . . . . . 5
Statements of Cash Flows . . . . . . . . . . . . . . . . . . 6-9
Notes to Financial Statements . . . . . . . . . . . . . . . . 10-12
Independent Auditor's Report
----------------------------
To the Board of Directors
Multinet International Corporation, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Multinet International
Corporation, Inc. (a Development Stage Company ) as of June 30, 2000 and the
related statements of income, stockholders' equity, and cash flows for the six
months then ended. I have also audited the accompanying balance sheets as of
December 31, 1999 and 1998 and the related statements of income, stockholders'
equity, and cash flows for each of the years then ended. These financial
statements are the responsibility of the Company's management. My responsibility
is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimated made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material aspects, the financial position of Multinet International Corporation,
Inc. ( A Development Stage Company ) as of June 30, 2000 and the results of its
operations and cash flows for the six months then ended, in conformity with
generally accepted accounting principles. The financial statements referred to
above present fairly, in all material respects, the financial position of
Multinet International Corporation, Inc. ( A Development Stage Company ) as of
December 31, 1999 and 1998 and the results of its operations and cash flows for
each of the years then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 to the
financial statements, the Company has not been generating revenue and has
suffered recurring losses from operations which raises substantial doubt about
its ability to continue as a going concern. Managements' plans in regard to
these matters are also described in Note 4. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
/s/ KYLE L. TINGLE
--------------
KYLE L. TINGLE
CERTIFIED PUBLIC ACCOUNTANT
July 6, 2000
Henderson, Nevada
1
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
June 30, December 31, December 31,
2000 1999 1998
-------- ------------ ------------
ASSETS
CURRENT ASSETS
Cash $3,681 $167 $1,650
Accounts receivable 0 0 0
------ ----- -------
Total current assets $3,681 $167 $1,650
====== ===== =======
Total assets $3,681 $167 $1,650
====== ===== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and
accrued expenses (Note 3) $ 650 $ 220 $ 220
------ ----- -----
Total current liabilities $ 650 $ 220 $ 220
====== ===== =====
STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding
2,425,000 shares $ $ $2,425
at December 31, 1998
2,425,500 shares
at December 31, 1999; 2,426
2,431,000 shares at June 30, 2000 2,431
Additional Paid In Capital 5,994 499 0
Accumulated deficit during
development stage (5,394) (2,978) (995)
------- ------- ------
Total Stockholders' Equity $3,031 $ (53) $1,430
======= ======= ======
Total Liabilities and
Stockholders' Equity $3,681 $ 167 $1,650
======= ======= ======
See Accompanying Notes to Financial Statements.
2
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF INCOME
May 17, 1996
For the six months ended For the year ended (inception)
June 30, December 31, to June 30,
2000 1999 1999 1998 2000
(unaudited)
------------- ------------- -------------- ------------ -------------
Revenues (Note 4) $ 0 0 $ 0 $ 0 $ 0
Cost of revenue 0 0 0 0 0
------------- ------------- -------------- ------------ -------------
Gross profit $ 0 $ 0 $ 0 $ 0 $ 0
Operating, general and
administrative expenses 2,416 283 1,983 630 5,394
------------- ------------- -------------- ------------ -------------
Operating (loss) $ (2,416) $ (283) $ (1,983) $ (630) $ (5,394)
Nonoperating income (expense) 0 0 0 0 0
------------- ------------- -------------- ------------ -------------
Net (loss) $ (2,416) $ (283) $ (1,983) $ (630) $ (5,394)
============== ============== ============== ============ ==============
Net (loss) per share (Note 2) $ (0.00) $ (0.00) $ (0.00) $ (0.28) $ (0.01)
============== ============== ============== ============ ==============
Average number of shares
of common stock outstanding 2,429,104 2,425,000 2,425,038 2,267,808 2,219,823
============= ============= ============= =========== =============
See Accompanying Notes to Financial Statements.
3
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF INCOME
For the three months ended
2000 1999
------------- ------------
(unaudited)
Revenues (Notes 1 and 3) $ 0 $ 0
Cost of revenue 0 0
------------- ------------
Gross profit $ 0 $ 0
Operating, general and
administrative expenses $ 1,695 $ 283
------------- ------------
Operating (loss) $ (1,695) $ (283)
Nonoperating income (expense) 0 0
------------- ------------
Net (loss) before income taxes $ (1,695) $ (283)
-------------- -------------
Federal and state income taxes 0 0
------------- ------------
Net (loss) $ (1,695) $ (283)
============== =============
Net (loss) per share (Note 2) $ (0.00) $ (0.0012)
============== =============
Average number of shares
of common stock outstanding 2,429,104 2,425,000
============== =============
See Accompanying Notes to Financial Statements.
4
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
Retained
Earnings
(Accumulated
Common Stock and Capital Deficit)
In Excess of Par Value during
Development
------------------------------- Stage
Shares Amount Total
------------- ------------- ------------- -------------
Sale of 2,000,000 shares, May 17, 1996 2,000,000 $ 2,000 $ 0 $ 2,000
Net (Loss), December 31, 1996 (280) (280)
------------- ------------- -------------- -------------
Balance at December 31, 1996 2,000,000 $ 2,000 $ (280) $ 1,720
Net (Loss), December 31, 1997 (85) (85)
------------- ------------- -------------- -------------
Balance at December 31, 1997 2,000,000 $ 2,000 $ (365) $ 1,635
Director Compensation 425,000 425 425
Net (Loss), December 31, 1998 (630) (630)
------------- ------------- -------------- -------------
Balance at December 31, 1998 2,425,000 $ 2,425 $ (995) 1,430
Sale of stock, December 16, 1999 500 500 500
Net (Loss), December 31, 1999 (1,983) (1,983)
------------- ------------- -------------- -------------
Balance at December 31, 1999 2,425,500 $ 2,925 $ (2,978) (53)
Sale of stock, March 9, 2000 500 500 500
Sale of stock, March 31, 2000 5,000 5,000 5,000
Net (Loss), June 30, 2000 (2,416) (2,416)
------------- ------------- -------------- -------------
Balance at June 30, 2000 2,431,000 $ 8,425 $ (5,394) $ 3,031
============= ============= ============== ============
See Accompanying Notes to Financial Statements.
5
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
May 17, 1996
For the six months ended For the year ended (inception) to
June 30, December 31, June 30,
2000 1999 1999 1998 2000
(unaudited)
------------- ------------- ------------- ------------- -------------
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 0 $ 0 $ 0 $ 0
Cash paid to suppliers and vendors (1,986) (283) (1,983) (350) (4,319)
-------------- -------------- -------------- -------------- --------------
Net cash (used in) operating
activities $ (1,986) $ (283) $ (1,983) $ (350) $ (4,319)
-------------- -------------- -------------- -------------- --------------
Cash Flows From Investing Activities
Capital expenditures $ 0 $ 0 $ 0 $ 0 $ 0
Issuance of common stock 5,500 0 500 0 8,000
------------- ------------- ------------- ------------- -------------
Net Cash provided by investing
activities $ 5,000 $ 0 $ 500 $ 0 $ 8,000
------------- ------------- ------------- ------------- -------------
Cash Flows From Financing Activities
Proceeds from notes payable $ 0 $ 0 $ 0 $ 0 $ 0
Principal payments on notes payable 0 0 0 0 0
------------- ------------- ------------- ------------- -------------
Net Cash (used in) financing
activities $ 0 $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- ------------- -------------
Net increase (decrease) in cash
and cash equivalents $ 3,514 $ (283) $ (1,483) $ (350) $ 3,681
Cash and cash equivalents at
beginning of year 167 1,650 1,650 2,000 0
------------- ------------- ------------- ------------- -------------
Cash and cash equivalents at end of year $ 3,681 $ 1,367 $ 167 $ 1,650 $ 3,681
============= ============= ============= ============= =============
See Accompanying Notes to Financial Statements.
6
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
May 17, 1996
For the six months ended For the year ended (inception) to
June 30, December 31, June 30,
2000 1999 1999 1998 2000
(unaudited)
------------- ------------- ------------- ------------- -------------
Reconciliation of Net Loss to Net Cash
(Used In) Operating Activities
Net (Loss) $ (2,416) $ (283) $ (1,983) $ (630) $ (5,394)
Adjustments to reconcile net (loss) to cash
(used in) operating activities:
Director stock compensation 0 0 0 425 425
Change in assets and liabilities
(Increase) decrease in accounts receivable 0 0 0 0 0
Increase (decrease) in accounts payable 430 0 0 (145) 650
-------------- ------------ ------------- -------------- -------------
Net cash (used in)
operating activities $ (1,986) $ (283) $ (1,983) $ (350) $ (4,319)
============== ============== ============== ============== =============
Supplemental schedule of non-cash
investing and financing activities
Issue common stock to directors $ 0 $ 0 $ 0 $ 425 $ 425
============= ============= ============= ============= =============
See Accompanying Notes to Financial Statements.
7
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended
June 30, June 30,
2000 1999
------------- ------------
(unaudited)
Cash Flows From Operating Activities
Cash received from customers $ 0 $ 0
Cash paid to suppliers and vendors (1,350) (283)
-------------- -------------
Net cash (used in) operating
activities $ (1,350) $ (283)
-------------- -------------
Cash Flows From Investing Activities
Net borrowings (payments to)
related parties $ 0 $ 0
Capital expenditures $ 0 $ 0
Issuance of common stock 0 0
------------- ------------
Net Cash provided by investing
activities $ 0 $ 0
------------- ------------
Cash Flows From Financing Activities
Proceeds from notes payable $ 0 $ 0
Principal payments on notes payable 0 0
------------- ------------
Net Cash (used in) financing
activities $ 0 $ 0
------------- ------------
Net increase (decrease) in cash
and cash equivalents $ (1,350) $ (283)
Cash and cash equivalents at
beginning of period 5,031 1,650
------------- ------------
Cash and cash equivalents at end of period $ 3,681 $ 1,367
============= ============
See Accompanying Notes to Financial Statements.
8
MULTINET INTERNATIONAL CORPORATION, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
For the three months ended
June 30, June 30,
2000 1999
------------- ------------
(unaudited)
Reconciliation of Net Loss to Net Cash (Used
In) Operating Activities
Net (Loss) $ (1,695) $ (283)
Adjustments to reconcile net (loss) to cash
(used in) operating activities:
Director stock compensation 0 0
Change in assets and liabilities
(Increase) decrease in accounts receivable 0 0
Increase (decrease) in accounts payable 345 0
------------- ------------
Net cash (used in)
operating activities $ (1,350) $ (283)
============== =============
Supplemental schedule of non-cash
investing and financing activities
Issue common stock to directors $ 0 $ 0
============= ============
See Accompanying Notes to Financial Statements.
9
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies
Nature of Business:
Multinet International Corporation, Inc. ("the Company") was organized May 17,
1996 under the laws of the State of Nevada. The Company was formed to provide
experienced management to companies through management contracts or through
merger or acquisition. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"Accounting and Reporting by Development Stage Enterprises," is considered a
development stage company.
A summary of the Company's significant accounting policies is as follows:
- ----------------------------------------------------------------------------
Estimates
- ---------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Interim Financial Statements
- ----------------------------
The financial statements for the three months and six months ended June 30, 1999
and the three months ended June 30, 2000 are unaudited and should be read in
conjunction with the Company's annual financial statements for the years ended
December 31, 1999 and 1998 and the six months ended June 30, 2000. Such interim
statements have been prepared in conformity with the rules and regulations of
the Securities and Exchange Commission. Certain disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and regulations
pertaining to interim financial statements. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) necessary for a fair
presentation have been included. The results of operations of any interim period
are not necessarily indicative of the results of operations for the full year.
Cash
- ----
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of June 30, 2000, December 31, 1999, and December 31, 1998.
10
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies (continued)
Income Taxes
- ------------
Deferred taxes are provided on a liability method whereby deferred tax assets
are recognized for deductible temporary differences and operating loss and tax
credit carryforwards and deferred tax liabilities are recognized for taxable
temporary differences. Temporary differences are the differences between the
reported amounts of assets and liabilities and their tax basis. Deferred tax
assets are reduced by a valuation allowance when, in the opinion of management,
it is more likely than not that some portion or all of the deferred tax assets
will not be realized. Deferred tax assets and liabilities are adjusted for the
effect of changes in tax laws and rates on the date of enactment.
Due to the inherent uncertainty in forecasts of future events and operating
results, the Company has provided for a valuation allowance in an amount equal
to gross deferred tax assets resulting in no net deferred tax assets at June 30,
2000, December 31, 1999 and 1998.
Note 2. Stockholders' Equity
Common Stock
- ------------
The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On May 17, 1996, the Company authorized and issued 2,000
shares for $2,000. On May 15, 1998 the Company issued 425 shares, valued at
$1.00 per share to directors for services rendered. On August 15, 1999, the
Company's shareholders approved a thousand for one stock split of the existing
shares. Prior year information has been restated to reflect the stock split. In
December 1999, the Company issued 500 shares at $1.00 per share. In March 2000,
the Company issued 5,500 shares at $ 1.00 per share.
The Company has not authorized any preferred stock.
Net loss per common share
- -------------------------
Net loss per share is calculated in accordance with SFAS No. 128, "Earnings
Per Share." The weighted - average number of common shares outstanding during
each period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 2,429,104 during 2000, 2,425,038 during
1999, 2,267,808 during 1998, and 2,219,823 since inception. As of June 30,
2000 and December 31, 1999, and 1998, the Company had no dilutive potential
common shares.
11
MULTINET INTERNATIONAL CORPORATION, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Note 3. Related Party Transactions
During the formation and development of the Company, Shogun ("Shogun")
Investment Group, Ltd., a related party through common ownership and management,
paid for certain filings and expenses. Included in accounts payable and accrued
liabilities as of the end of June 30, 2000, December 31, 1999, and 1998, the
Company owed Shogun $305, $220, and $220, respectively, related to these
advances.
On June 15, 2000, the Company signed a definitive agreement to acquire Nikky D.
Corporation, a company related through common ownership. At the acquisition
date, the common stockholder owned 3.5% of the Company and 15% of Nikky D.
Corporation. After the acquisition, the stockholder will own 8.7% of the
Company.
Note 4. Going Concern
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company has no operations or source of
revenue. On June 15, 2000, the Company signed a definitive agreement to acquire
Nikky D. Corporation, effective July 1, 2000. Nikky D. Corporation, through a
management contract with a company affiliated through common ownership and
management, manages a convenience store in the Phoenix, Arizona area. Revenues
are provided for by a management agreement with the convenience store. The
business plan contemplates a private placement or merger with a larger operating
enterprise to increase its revenue base. Without the realization of additional
capital through a merger or sale of securities, it would be unlikely for the
Company to continue as a going concern.
12
NIKKY D. CORPORATION
FINANCIAL REPORTS
JUNE 30, 2000
DECEMBER 31, 1999
DECEMBER 31, 1998
NIKKY D. CORPORATION
CONTENTS
INDEPENDENT AUDITOR'S REPORT ON THE
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS
Balance Sheets . . . . . . . . . . . . . . . . . . . . . . ..2
Statements of Income. . . . . . . . . . . . . . . . . . . . .3-4
Statements of Retained Earnings (Deficit). . . . . . . . . . 3
Statements of Cash Flows . . . . . . . . . . . . . . . . . . 5-8
Notes to Financial Statements . . . . . . . . . . . . . . . .9-11
Independent Auditor's Report
----------------------------
To the Board of Directors
Nikky D. Corporation
Las Vegas, Nevada
I have audited the accompanying balance sheet of Nikky D. Corporation
as of June 30, 2000 and the related statements of income, retained
earnings (deficit), and cash flows for the six months then ended. I
have also audited the accompanying balance sheets as of December 31,
1999 and 1998 and the related statements of income, retained earnings
(deficit), and cash flows for each of the years then ended. These
financial statements are the responsibility of the Company's
management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audits in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audits
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. I believe
that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Nikky D.
Corporation as of June 30, 2000 and the results of its operations and
cash flows for the six months then ended, in conformity with generally
accepted accounting principles. The financial statements referred to
above present fairly, in all material respects, the financial position
of Nikky D. Corporation as of December 31, 1999 and 1998 and the
results of its operations and cash flows for each of the years then
ended, in conformity with generally accepted accounting principles.
/s/ KYLE L. TINGLE
--------------
KYLE L. TINGLE
CERTIFIED PUBLIC ACCOUNTANT
July 10, 2000
Henderson, Nevada
1
NIKKY D. CORPORATION
BALANCE SHEETS
June 30, December 31, December 31,
2000 1999 1998
------------- ------------- -------------
ASSETS
CURRENT ASSETS
Cash $ 996 $ 2,117 $ 3,856
Prepaid expenses 1,159 159 0
------------- ------------- -------------
Total current assets $ 2,155 $ 2,276 $ 3,856
============= ============= =============
Total assets $ 2,155 $ 2,276 $ 3,856
============= ============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 730 $ 480 $ 0
Federal and state income tax payable 0 0 676
------------- ------------- -------------
Total current liabilities $ 730 $ 480 $ 676
Long-term debt 0 0 0
------------- ------------- -------------
Total liabilities $ 730 $ 480 $ 676
============= ============= =============
STOCKHOLDERS' EQUITY
Common stock: $.001 par value;
authorized 50,000,000 shares;
issued and outstanding 2,000,000 $ 2,000 $ 2,000 $ 2,000
Retained earnings (deficit) (575) (204) 1,180
-------------- -------------- -------------
Total stockholders' equity $ 1,425 $ 1,796 $ 3,180
============= ============= =============
Total liabilities and
stockholders' equity $ 2,155 $ 2,276 $ 3,856
============= ============= =============
See Accompanying Notes to Financial Statements.
2
NIKKY D. CORPORATION
STATEMENTS OF INCOME
For the six months ended For the year ended
June 30, June 30, December 31, December 31,
2000 1999 1999 1998
------------- ------------ ------------- ------------
(unaudited)
Revenues (note 3) $ 75,762 $ 57,974 $ 133,394 $ 78,000
Operating, general and administrative expenses
Salaries and payroll taxes (note 3) $ 59,027 $ 27,936 $ 88,083 $ 0
Management fees (note 3) 10,650 16,692 25,692 51,179
Other operating expenses 6,456 12,973 21,003 29,093
------------- ------------- ------------- -------------
Operating, general and
administrative expenses $ 76,133 $ 57,601 $ 134,778 $ 80,272
------------- ------------- ------------- -------------
Operating income (loss) $ (371) $ 373 $ (1,384) $ (2,272)
Nonoperating income (expense)
Interest expense 0 0 0 0
------------- ------------- ------------- -------------
Net income (loss) before income taxes $ (371) 373 $ (1,384) $ (2,272)
Federal and state income taxes 0 0 0 676
------------- ------------- ------------- -------------
Net income (loss) $ (371) $ 373 $ (1,384) $ (2,948)
============== ============= ============== ==============
Net income (loss) per share (Note 2) $ (0.00) $ 0.00 $ (0.00) $ (0.00)
============= ============= ============= =============
Average number of shares
of common stock outstanding 2,000,000 2,000,000 2,000,000 2,000,000
============= ============= ============= =============
NIKKY D. CORPORATION
STATEMENTS OF RETAINED EARNINGS (DEFICIT)
For the six months ended For the year ended
June 30, June 30, December 31, December 31,
2000 1999 1999 1998
------------- ------------ ------------- ------------
(unaudited)
Balance, beginning $ (204) $ 1,180 $ 1,180 $ 4,128
Add (deduct) net income (loss) (371) 373 (1,384) (2,948)
-------------- ------------- -------------- --------------
Balance, ending $ (575) $ 1,553 $ (204) $ 1,180
============== ============= ============== =============
See Accompanying Notes to Financial Statements.
3
NIKKY D. CORPORATION
STATEMENTS OF INCOME
For the three months ended
June 30, June 30,
2000 1999
------------- ------------
(unaudited)
Revenues (note 3) $ 38,963 $ 41,974
Operating, general and administrative expenses
Salaries and payroll taxes (note 3) $ 30,604 $ 27,936
Management fees 6,150 6,173
Other operating expenses 3,058 6,732
------------- -------------
Operating, general and
administrative expenses $ 39,812 $ 40,842
------------- -------------
Operating (loss) $ (849) $ 1,132
Nonoperating income (expense)
Interest expense 0 0
------------- -------------
Net (loss) before income taxes $ (849) $ 1,132
Federal and state income taxes 0 0
------------- -------------
Net (loss) $ (849) $ 1,132
============== =============
Net (loss) per share (Note 2) $ (0.00) $ 0.00
============= =============
Average number of shares
of common stock outstanding 2,000,000 2,000,000
============= =============
See Accompanying Notes to Financial Statements.
4
NIKKY D. CORPORATION
STATEMENTS OF CASH FLOWS
For the six months ended For the year ended
June 30, June 30, December 31, December 31,
2000 1999 1999 1998
------------- ------------ ------------- ------------
(unaudited)
Cash Flows From Operating Activities
Cash received from customers $ 75,762 $ 57,974 $ 133,394 $ 78,000
Cash paid to suppliers and vendors (76,883) (58,596) (135,133) (81,263)
-------------- -------------- -------------- --------------
Net cash (used in) operating
activities $ (1,121) $ (622) $ (1,739) $ (3,263)
-------------- -------------- -------------- --------------
Cash Flows From Investing Activities
Advances from related parties $ 0 $ 0 $ 0 $ 0
Issuance of common stock 0 0 0 0
------------- ------------- ------------- -------------
Net cash (used in) investing
activities $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -------------
Cash Flows From Financing Activities
Proceeds from notes payable $ 0 $ 0 $ 0 $ 0
Principal payments on notes payable 0 0 0 0
------------- ------------- ------------- -------------
Net cash (used in) financing
activities $ 0 $ 0 $ 0 $ 0
------------- ------------- ------------- -------------
Net (decrease) in cash and
cash equivalents $ (1,121) $ (622) $ (1,739) $ (3,263)
Cash and cash equivalents at
beginning of year 2,117 3,856 3,856 7,119
------------- ------------- ------------- -------------
Cash and cash equivalents at end of year $ 996 $ 3,234 $ 2,117 $ 3,856
============= ============= ============= =============
See Accompanying Notes to Financial Statements.
5
NIKKY D. CORPORATION
STATEMENTS OF CASH FLOWS
For the six months ended For the year ended
June 30, June 30, December 31, December 31,
2000 1999 1999 1998
------------- ------------ ------------- ------------
(unaudited)
Reconciliation of Net Loss to Net Cash (Used
In) Operating Activities
Net (loss) $ (371) $ 373 $ (1,384) $ (2,948)
Adjustments to reconcile net (loss) to cash
(used in) operating activities :
Change in assets and liabilities
(Increase) decrease in prepaid expense (1,000) (319) (159) 0
Increase (decrease) in accounts payable 250 (676) (196) (315)
------------- -------------- -------------- --------------
Net cash (used in)
operating activities $ (1,121) $ (622) $ (1,739) $ (3,263)
============== ============== ============== ==============
See Accompanying Notes to Financial Statements.
6
NIKKY D. CORPORATION
STATEMENTS OF CASH FLOWS
For the three months ended
June 30, June 30,
2000 1999
------------- ------------
(unaudited)
Cash Flows From Operating Activities
Cash received from customers $ 38,963 $ 41,974
Cash paid to suppliers and vendors (39,562) (41,002)
-------------- --------------
Net cash (used in) operating
activities $ (599) $ 972
-------------- -------------
Cash Flows From Investing Activities
Capital expenditures $ 0 $ 0
Issuance of common stock 0 0
------------- -------------
Net cash (used in) investing
activities $ 0 $ 0
------------- -------------
Cash Flows From Financing Activities
Proceeds from notes payable $ 0 $ 0
Principal payments on notes payable 0 0
------------- -------------
Net cash (used in) financing
Activities $ 0 $ 0
------------- -------------
Net (decrease) in cash and
cash equivalents $ (599) $ 972
Cash and cash equivalents at
beginning of year 1,595 2,262
------------- -------------
Cash and cash equivalents at end of year $ 996 $ 3,234
============= =============
See Accompanying Notes to Financial Statements.
7
NIKKY D. CORPORATION
STATEMENT OF CASH FLOWS
For the three months ended
June 30, June 30,
2000 1999
------------- ------------
(unaudited)
Reconciliation of Net Loss to Net Cash (Used
In) Operating Activities
Net (loss) $ (849) $ 1,132
Adjustments to reconcile net (loss) to cash
(used in) operating activities :
Change in assets and liabilities
(Increase) decrease in accounts receivable 0 (160)
Increase (decrease) in accounts payable 250 0
------------- -------------
Net cash (used in)
operating activities $ (599) $ 972
============== =============
See Accompanying Notes to Financial Statements.
8
NIKKY D. CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies
Nature of business:
The Company's operations are principally in the business of providing
management services to other businesses, primarily in Sun City,
Arizona. In 1999, the Company began provided payroll services in
addition to the management services.
A summary of the Company's significant accounting policies is as follows:
-----------------------------------------------------------------------------
Estimates
---------
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Actual results could differ
from those estimates.
Interim Financial Statements
----------------------------
The financial statements for the three months and six months ended June
30, 1999 and the three months ended June 30, 2000 are unaudited and
should be read in conjunction with the Company's annual financial
statements for the years ended December 31, 1999 and 1998 and the six
months ended June 30, 2000. Such interim statements have been prepared
in conformity with the rules and regulations of the Securities and
Exchange Commission. Certain disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations pertaining to interim financial statements. In the opinion
of management, all adjustments (consisting of normal recurring
adjustments) necessary for a fair presentation have been included. The
results of operations of any interim period are not necessarily
indicative of the results of operations for the full year.
Cash Equivalents
----------------
For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of three
months or less to be cash equivalents. There were no cash equivalents
as of June 30, 2000, December 31, 1999, and December 31, 1998.
Revenue Recognition
-------------------
The Company reports income and expenses on the accrual method of
accounting whereby income is recorded when it is earned and expenses
are recorded when they are incurred. Revenue from management fees is
recognized as billed by the Company, based upon the management
contracts.
9
NIKKY D. CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 1. Nature of Business and Significant Accounting Policies (continued)
Deferred Income taxes
---------------------
The Company records income and computes certain deductions for income
tax purposes on a basis different from that used for financial
reporting. For income tax purposes the Company prepares it's income tax
returns on the cash method of accounting under which revenues are
recognized when received and costs are recognized when they are paid.
Accordingly, the deferred income taxes related to the timing difference
have been recorded.
Due to the inherent uncertainty in forecasts of future events and
operating results, the Company has provided for a valuation allowance
in an amount equal to gross deferred tax assets resulting in no net
deferred tax assets at June 30, 2000, December 31, 1999, and 1998.
Note 2. Stockholders' Equity
Common stock
------------
The Secretary of State in Arizona has given the Company the authority
to issue 50,000,000 shares of $0.001 par value common stock. On June
17, 1994, the Company issued 2,000,000 shares of $0.001 par value
common stock to its shareholders for $2,000.
The Company has not authorized any preferred stock.
Net loss per common share
-------------------------
Net loss per share is calculated in accordance with SFAS No. 128,
"Earnings Per Share." The weighted-average number of common shares
outstanding during each period is used to compute basic loss per share.
Diluted loss per share is computed using the weighted averaged number
of shares and dilutive potential common shares outstanding. Dilutive
potential common shares are additional common shares assumed to be
exercised.
Basic net loss per common share is based on the weighted average number
of shares of common stock outstanding of 2,000,000 during 2000, 1999,
and 1998. The Company had no dilutive potential common shares at June
30, 2000 and at December 31, 1999 and 1998.
Note 3. Related Parties and Major Customer
The Company has an agreement with Fernando's Mobil Station, a company
affiliated through common ownership, to provided managerial and payroll
services. Fernando's Mobil Station is a partnership. Each of the 50%
partners of Fernando's Mobil Station owned 15% of Nikky D Corporation.
The minimum monthly management fee required is $8,200. Included in
revenue at June 30, 2000, December 31, 1999 and 1998, is $75,762,
$133,394, and $78,000, respectively, related to these agreements.
10
NIKKY D. CORPORATION
NOTES TO FINANCIAL STATEMENTS
Note 3. Related Parties and Major Customer (continued)
Included in general and administrative expenses for the six months
ended June 30, 2000 and the years ended December 31, 1999 and 1998 are
salaries and management fees paid to the officer-stockholders of the
Company totaling $23,650, $64,692, and $51,179, respectively.
Subsequent to the balance sheet dates, the Company entered into an
agreement with Multinet International, Inc., a company affiliated
through common ownership, to be acquired by Multinet International,
Inc. Common ownership was through a single shareholder that owned 15%
of Nikky D Corporation and 3.5% of Multinet at the time of acquisition.
The shareholder owns 8.7% of the combined entity.
There were no related party transactions with Multinet International
Corporation, Inc. during the audit periods.
Note 4. Income Tax Matters
The provision for the income tax expense at June 30, 2000 and at
December 31, 1999 and 1998 is as follows:
June 30, December 31 December 31
2000 1999 1998
------------- ------------- -------------
Federal income taxes payable $ 0 $ 0 $ 441
State income taxes payable 0 0 235
------------- ------------- -------------
Federal and state income tax expense $ 0 $ 0 $ 676
============= ============= =============
Note 5. Concentration of Risk
Predominantly all of the Company's revenues are generated through a
management agreement with Fernando's Mobil Station, a company
affiliated through common ownership.
Note 6. Subsequent Events
On June 15, 2000, the Company signed a definitive agreement with
Multinet International, Inc., a company affiliated through common
ownership as described in Note 3. This agreement, effective July 1,
2000, allows the Company to be acquired by Multinet International, Inc.
The business plan encompasses the operations of Nikky D.
Corporation, together with a private placement or business merger of a
larger operating enterprise, to ultimately increase its volume and
revenue base.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION.
NOTE REGARDING PROFECTIONS AND FORWARD LOOKING STATEMENTS.
This statement includes projections of future results and "forward-looking
statements" as that term is defined in Section 27A of the Securities Act of 1933
as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934 as amended (the "Exchange Act"). All statements that are included in
this Registration Statement, other than statements of historical fact, are
forward-looking statements. Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the
expectations are disclosed in this Statement, including, without limitation,
with those forward-looking statements contained in this Statement.
PLAN OF OPERATION
In June of 2000, Multinet International Corporation, Inc. signed a letter of
intent to merge with Nikky D. Corporation, an Arizona company that engages in
the management of independent service stations or repair shops connected with
the auto industry. A formal acquisition agreement was signed in July.
Multinet International Corporation, Inc.'s objective is to become a leading
provider of automobile station management to automotive service stations,
automobile dealerships and any other online management that will assist in the
economic operation of these special services and marketing companies.
The Company intends to establish a niche in providing high quality management,
creating high standards of service to the public. The Company's strategy is to
acquire enough management contacts so that it will be economical to control all
inventories and sales through a central internet accounting system, providing
the automotive service and dealership operations with an instant read-out of
their daily operations.
Currently, Nikky D. Corporation, the candidate for acquisition by Multinet
International Corporation, Inc., maintains one contract with an automobile
service station and is looking to expand. If additional income is necessary to
continue Multinet International Corporation, Inc.'s operations, management is in
the position to extend the Company a line of credit. At the present, the Company
has no commitment for capital expenditures.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. Description
- ----------- ----------------------------------------------------
3.1 Articles of Incorporation
of Multinet International Corporation, Inc.
3.2 Bylaws
of Multinet International Corporation, Inc.
(b) Reports on Form 8-K
The Company did not file a report on Form 8-K during this time period.
EXHIBIT 3.1
ARTICLES OF INCORPORATION
FILED
In the office of the
Secretary of State of the
State of Nevada
May 17, 1996
No. 11128-96
/s/ DEAN HELLER
-----------
DEAN HELLER
SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
MULTINET INTERNATIONAL CORPORATION, INC.
ARTICLE I
NAME OF CORPORATION
Name of Corporation: Multinet International Corporation,
Inc.
ARTICLE II
RESIDENT AGENT
Resident Agent: Donald C. Bradley
Street Address: 7551 West Charleston Boulevard, #35
Las Vegas, Nevada 89117
ARTICLE III
SHARES
(Number of shares the corporation is authorized to issue)
Number of shares with par value: 25,000,000
Par value: .001
Number of shares without par value: None
ARTICLE IV
GOVERNING BOARD
The governing board shall be styled as Directors. The first Board of Directors
shall consist of one member and the names and addresses are as follows:
Donald C. Bradley
7551 West Charleston Boulevard, #35
Las Vegas, Nevada 89117
ARTICLE V
PURPOSE
The purpose of the corporation shall be to create and operate any and all legal
business on the Internet.
ARTICLE VI
OTHER MATTERS
This form includes the minimal statutory requirements to incorporate under NRS
78.
ARTICLE VII
SIGNATURES OF INCORPORATORS
The names and addresses of each of the incorporators signing the articles:
Donald C. Bradley
7551 West Charleston Boulevard, #35
Las Vegas, Nevada 89117
/s/ DONALD C. BRADLEY
-----------------
DONALD C. BRADLEY
INCORPORATOR
State of Nevada, County of Clark
This instrument was acknowledged before me on May 3, 1996 by Donald C. Bradley
as incorporator of Multinet International Corporation, Inc.
/s/ DAVID L. ALEXANDER
------------------
DAVID L. ALEXANDER
NOTARY PUBLIC
ARTICLE VIII
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT
I, Donald C. Bradley, hereby accept appointment as Resident Agent for the
above named corporation.
/s/ DONALD C. BRADLEY Date: May 2, 1996
-----------------
DONALD C. BRADLEY
RESIDENT AGENT
EXHIBIT 3.2
BYLAWS OF MULTINET
BY-LAWS OF
MULTINET INTERNATIONAL CORPORATION, INC.
ARTICLE I OFFICES
The principal office of the Corporation shall be established and
maintained at 7551 W. Charleston, # 35 Las Vegas, NV 89117, County of Clark,
State of Nevada. The Corporation may also have offices at such places within or
without the State of Nevada as the board may from time to time establish.
ARTICLE II SHAREHOLDERS
1. MEETINGS. The annual meeting of the shareholders of this Corporation shall be
held on the fifteenth day of March, of each year or at such other time and place
designated by the Board of Directors of the Corporation. Business transacted at
the annual meeting shall include the election of Directors of the Corporation
and all other matters properly before the Board. If the designated day shall
fall on a Sunday or legal holiday, the meeting shall be held on the first
business day thereafter.
2. SPECIAL MEETINGS. Special meetings of the Shareholders shall be held when
directed by the President or the Board of Directors, or when requested in
writing by the holders of not less than ten (10%) of all the shares entitled to
vote at the meeting. A meeting requested by Shareholders shall be called for a
date not less than ten (10) nor more than thirty (30) days after the request is
made unless the Shareholders requesting the meeting designate a later date. The
call for the meeting shall be issued by the Secretary, unless the President,
Board of Directors, or Shareholders requesting the meeting shall designate
another person to do so.
3. PLACE. Meetings of Shareholders shall be held at the principal place of
business of the Corporation or at such other place as may be designated by the
Board of Directors.
4. NOTICE. Written notice to each Shareholder entitled to vote stating the
place, day and hour of the meeting and, in the case of a special meeting, the
purpose or purposes for which the meeting is called, shall be delivered not less
than ten (10) nor more than thirty (30) days before the meeting. If any
Stockholder shall transfer his stock after notice, it shall not be necessary to
notify the transferee. Any Stockholder may waive notice of any meeting either
before, during or after the meeting.
(1)
5. QUORUM. The majority of the Shares entitled to vote, represented in
person or by Proxy, shall constitute a Quorum at a meeting of Shareholders, but
in no event shall a Quorum consist of less than 1/3 of the shares entitled to
vote at the meeting.
After a Quorum has been established at a Shareholders'
meeting, the subsequent withdrawal of Shareholders, so as to reduce the number
of shares entitled to vote at the meeting below the number required for a
Quorum, shall not effect the validity of any action taken at the meeting or any
adjournment thereof.
6. PROXY. Every Shareholder entitled to vote at a meeting of Shareholders, or to
express consent or dissent without a meeting, or his duly authorized
attorney-in-fact, may authorize another person or persons to act for him by
Proxy. The Proxy must be signed by the Shareholder or his attorney-in-fact. No
Proxy shall be valid after the expiration of six (6) months from the date
thereof, unless otherwise provided in the Proxy.
ARTICLE III DIRECTORS
1. BOARD OF DIRECTORS. The Board of Directors shall consist of from three to
nine members, as decided by a vote of the Shareholders The business of the
Corporation shall be managed and its corporate powers exercised by a Board of
Directors, each of whom shall be of majority age. It shall not be necessary for
Directors to be Shareholders.
2. ELECTION AND TERM OF DIRECTORS. Directors shall be elected at the annual
meeting of Stockholders and each Director elected shall hold office until his
successor has been elected and qualified, or until his prior resignation or
removal.
3. VACANCIES. If the office of any Director, member of a committee or other
officer becomes vacant, the remaining Directors in office, by a majority vote,
may appoint any qualified person to fill such vacancy, who shall hold office for
the unexpired term and until his successor shall be duly chosen.
4. REMOVAL OF DIRECTORS. Any or all of the Directors may be removed with or
without cause by vote of a majority of all of the stock outstanding and entitled
to vote at a special meeting of Stockholders called for that purpose.
5. NEWLY CREATED DIRECTORSHIPS. The number of Directors may be increased by
amendment of these By-Laws and by the affirmative vote of a majority in interest
of the Stockholders, at the annual meeting or at a special meeting called for
that purpose, and by like vote the additional Directors may be chosen at such
meeting to hold office until the next annual election and until their successors
are elected and qualify.
(2)
6. RESIGNATION. A Director may resign at any time by giving written notice
to the Board, the President or the Secretary of the Corporation. Unless
otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board of such resignation, and the acceptance of the
resignation shall not be necessary to make it effective.
7. QUORUM OF DIRECTORS. A majority of the Directors shall constitute a quorum
for the transaction of business. If at any meeting of the Board there shall be
less than a qUorum present, those present may adjourn, and no further notice
thereof need to be given other than by announcement at the meeting which shall
be so adjourned.
8. PLACE AND TIME OF BOARD MEETINGS. The Board may hold its meeting at the
office of the Corporation or at such other places, either within or without the
State, as it may from time to time determine.
9. NOTICE OF MEETINGS OF THE BOARD. A regular annual meeting of the Board may be
held without notice at such time and place as it shall from time to time
determine. Special meetings of the Board shall be held upon notice to the
Directors either personally, by mail or by wire. Special meetings shall be
called by the President or by the Secretary on the written request of two
Directors. Notice of a meeting need not be given to any Director who submits a
waiver of notice before or after the meeting or who attends the meeting without
protesting the lack of notice to him prior thereto or at its commencement.
10. REGULAR ANNUAL MEETING. A regular annual meeting of the
Board shall be held immediately following the annual meeting of
Stockholders at the place of such annual meeting of
Stockholders.
11. EXECUTIVE AND OTHER COMMITTEES. The Board, by resolution, may designate
two or more of their members to the Executive Committee. To the extent provided
in said resolution or these By-Laws, said committee may exercise the powers of
the Board concerning the management of the business of the Corporation.
12. COMPENSATION. No compensation shall be paid to Directors, as such, for their
services, but by resolution of the Board, a fixed sum and expenses for actual
attendance, at each regular or special meeting of the Board, may be authorized.
Nothing herein contained shall be construed to preclude any Director from
serving the Corporation in any other capacity and receiving compensation
therefor.
(3)
ARTICLE IV OFFICERS
1. OFFICERS, ELECTION AND TERM.
a. The Board may elect or appoint a Chairman, a President, one or more
Vice Presidents, a Secretary and a Treasurer, and such other officers as it may
determine, who shall have such duties and powers as hereinafter provided.
b. All officers shall be elected or appointed to hold office until the
meeting of the Board following the next annual meeting of Stockholders and until
their successors have been elected or appointed and qualified.
c. Any two or more offices may be held by the same
person.
2. REMOVAL, RESIGNATION, SALARY, ETC.
a. Any officer elected or appointed by the Board may be removed by the
Board with or without cause.
b. In the event of the death, resignation or removal of an officer, the
Board in its discretion may elect or appoint a successor to fill the unexpired
term.
c. Any officer elected by the Shareholders may be removed only by a
majority vote of the Shareholders unless otherwise provided by the Shareholders.
d. The salaries of all officers shall be fixed by the Board.
e. The Directors may require any Officer to give security for the faithful
performance of his duties.
3. DUTIES. The officers of this Corporation shall have the following
duties:
a. The President shall be the chief executive officer of the
Corporation, shall have general and active management of the business and
affairs of the Corporation subject to the directions of the Board of Directors,
and shall preside at all meetings of the Shareholders and Board of Directors.
b. The Secretary shall have custody of, and maintain, all of the
corporate records except the financial records; shall record the minutes of all
meetings of the Shareholders and Board of Directors, send all notices of all
meetings, and perform such other duties as may be prescribed by the Board of
Directors or the President.
c The Treasurer shall have custody of all corporate funds and financial
records, shall keep full and accurate accounts of receipts and disbursements and
render accounts thereof at the annual meetings of Shareholders and whenever else
required by the Board of Directors or the President, and shall perform such
other duties as may be prescribed by the Board of Directors or the President.
4. REMOVAL OF OFFICERS. An officer or agent elected or appointed by the
Board of Directors may be removed by the Board whenever, in its judgment, the
best interests of the Corporation will be served thereby. Any vacancy in any
office may be filled by the Board of Directors.
(4)
ARTICLE V STOCK CERTIFICATES
1. ISSUANCE. Every holder of shares of this Corporation shall be entitled
to have a certificate representing all shares of which he is entitled. No
certificate shall be issued for any share until such share is fully paid.
2. FORM. Certificates representing shares in this Corporation shall be
signed by the President or Vice President and the Secretary or an Assistant
Secretary and may be sealed with the seal of the corporation or a facsimile
thereof.
3. TRANSFER OF STOCK. The Corporation shall register a stock certificate
presented to it for transfer if the certificate is properly endorsed by the
holder of record or by his duly authorized attorney.
4. LOST, STOLEN OR DESTROYED CERTIFICATES. If the Shareholder shall claim to
have lost or destroyed a certificate of shares issued by the Corporation, a new
certificate shall be issued upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost, stolen or destroyed, and,
at the discretion of the Board of Directors, upon the deposit of a bond or other
indemnity in such amount and with such sureties, if any, as the Board may
reasonably require.
ARTICLE VI BOOKS AND RECORDS
1. BOOKS AND RECORDS. This Corporation shall keep correct and complete
books and records of account and minutes of the proceedings of its Shareholders,
Board of Directors and committees of Directors.
This Corporation shall keep at its registered office or
principal place of business a record of its Shareholders, giving the names and
addresses of all Shareholders and the number of the shares held by each.
Any books, records and minutes may be in written form or in
any other form capable of being converted into written form within a reasonable
time.
2. SHAREHOLDERS' INSPECTION RIGHTS. Any person who shall have been a holder of
record of shares or of voting trust certificates therefor at least ninety (90)
days immediately preceding his demand or shall be the holder of record of shares
or of voting trust certificates for at least five (5%) percent of the
outstanding shares of the Corporation, upon written demand stating the purpose
thereof, shall have the right to examine, in person, by agent or attorney, at
any reasonable time, for any proper purpose, the Corporation's relevant books
and records of accounts, minutes, and records of Shareholders, and to make
extracts therefrom.
3. FINANCIAL INFORMATION. Not later than three (3) months after the close of
each fiscal year, this Corporation shall prepare a balance sheet showing, in
reasonable detail, the financial condition of the Corporation at the close of
its fiscal year, and a profit and loss statement showing the results of the
operations of the Corporation during its fiscal year.
Upon the written request of any Shareholder or holder of
voting trust certificates for shares of the Corporation, the Corporation shall
mail to each Shareholder or holder of voting trust certificates a copy of the
most recent such balance sheet and profit and loss statement.
The balance sheet and profit and loss statements shall be
filed in the registered office of the Corporation of this state, shall be kept
for at least five years, and shall be subject to inspection during business
hours by any Shareholder or holder of voting trust certificates, in person or by
agent.
(5)
ARTICLE VII DIVIDEND
The Board may out of funds legally available therefor, at any regular
or special meeting, declare dividends upon the capital stock of the Corporation
as and when it deems expedient. Before declaring any dividend there may be set
apart out of any funds of the Corporation available for dividends, such sum or
sums as the Board from time to time in their discretion deem proper for working
capital or as a reserve fund to meet contingencies or for equalizing dividends
or for such other purposes as the Board shall deem conducive to the interests of
the Corporation.
ARTICLE VIII CORPORATE SEAL
The seal of the Corporation shall be circular in form and bear the name
of the Corporation, the year of its organization and the words "CORPORATE SEAL,
STATE OF Nevada". The seal may be used by causing it to be impressed directly on
the instrument or writing to be sealed, or upon adhesive substance affixed
thereto. The seal on the certificates for shares or on any corporate obligation
for the payment of money may be facsimile, engraved or printed.
ARTICLE IX EXECUTION
All corporate instruments and documents shall be signed or
countersigned, executed, verified, or acknowledged by such officer, officers, or
other person or persons as the Board may from time to time designate.
ARTICLE X FISCAL YEAR
The fiscal year shall begin the first day of July in each year.
ARTICLE XI NOTICE AND WAIVER OF NOTICE
Whenever any notice is required by these By-Laws to be given, personal
notice is not meant unless expressly so stated, and any notice so required shall
be deemed to be sufficient if given by depositing the same in the post office
box in a sealed post-paid wrapper, addressed to the person entitled thereto at
his last known post office address, and such notice shall be deemed to have been
given and received two (2) days subsequent to mailing. Stockholders not entitled
to vote shall not be entitled to receive notice of any meetings except as
otherwise provided by Statute.
Whenever any notice is required to be given under the
provisions of any law, or under the provisions of the Certificate of
Incorporation of the Corporation or these By--Laws, a waiver thereof in writing,
signed by the person or persons entitled to said notice, before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE XII CONSTRUCTION
Whenever a conflict arises between the language of these By--Laws and
the Certificate of Incorporation, the Certificate of Incorporation shall govern.
(6)
ARTICLE XIII BUSINESS
1. CONDUCT OF BUSINESS WITHOUT MEETINGS. Any action of the Stockholders,
Directors and committee may be taken without a meeting if consent in writing,
setting forth the action so taken, shall be signed by all persons who would be
entitled to vote on such action at a meeting and filed with the Secretary of the
Corporation as part of the proceedings of the Stockholders, Directors or
committees as the case may be.
2. MANAGEMENT BY STOCKHOLDER. In the event the Stockholders are named in the
Articles of Incorporation and are empowered therein to manage the affairs of the
Corporation in lieu of Directors, the Stockholders of the Corporation shall be
deemed Directors for the purposes of these By--Laws and wherever the words
"directors", "board of directors", or "board" appear in these By-Laws, those
words shall be taken to mean Stockholders.
The Shareholders may, by majority vote, create a Board of
Directors to manage the business of the Corporation and exercise its corporate
powers.
ARTICLE XIV AMENDMENTS
These By-Laws may be altered or repealed and By-Laws may be made at any
annual meeting of the Stockholders or at any special meeting thereof if notice
of the proposed alteration or repeal to be made be contained in the notice of
such special meeting, by the affirmative vote of a majority of the stock issued
and outstanding and entitled to vote thereat, or by the affirmative vote of a
majority of the Board at any regular meeting of the Board or at any special
meeting of the Board if notice of the proposed alteration or repeal to be made,
be contained in the notice of such special meeting.
ARTIClE XV REMARKS
Whenever an officer, director, or majority stockholder fails or refuses
to comply with any provision herein or in the Corporation's Articles of
Incorporation, any other officer, director or shareholder shall have the right
to enforce said provision and provide for said compliance through an action for
injunctive relief or a derivative action, if such are cognizable at law, and to
collect court costs and attorneys fees from such officer, director or majority
stockholder personally. Any such officer, director or majority stockholder
consents, for any such action, to the personal jurisdiction and venue of a court
of subject matter jurisdiction located in Clark County, State of Nevada.
(7)