Nevada
|
3571
|
(State
or Other Jurisdiction of Organization)
|
(Primary
Standard Industrial Classification
Code)
|
KOKO
LTD.
|
The
Corporation Trust Company of Nevada
|
6411
So. Auer Street
|
6100
Neil Road, Suite 500
|
Spokane,
Washington 99223
|
Reno,
Nevada 89015
|
(509)
991-5761
|
(775)
322-0626
|
(Address
and telephone number of registrant's
|
(Name,
address and telephone
|
executive
office)
|
number
of agent for service)
|
|
Large
Accelerated
Filer
o
Accelerated
Filer
o
|
|
Non-accelerated
Filer
o
Smaller Reporting
Company
x
|
Securities
to be
|
Amount
To Be
|
Offering
Price
|
Aggregate
|
Registration
|
|||
Registered
|
Registered
|
Per
Share
|
Offering
Price
|
Fee
[1]
|
|||
Common
Stock by Selling Shareholders:
|
920,000
|
$
|
0.10
|
$
|
92,000
|
$
|
3.62
|
Total
|
920,000
|
$
|
0.10
|
$
|
92,000
|
$
|
3.62
|
Page
No.
|
|
Summary
of Prospectus
|
5
|
Risk
Factors
|
6
|
Use
of Proceeds
|
8
|
Determination
of Offering Price
|
9
|
Dilution
of the Price You Pay for Your Shares
|
9
|
Plan
of Distribution; Terms of the Offering
|
9
|
Management’s
Discussion and Analysis of Financial Condition or Plan of
Operation
|
11
|
Business
|
14
|
Management
|
18
|
Executive
Compensation
|
20
|
Principal
and Selling Shareholders
|
21
|
Description
of Securities
|
25
|
Certain
Transactions
|
26
|
Litigation
|
27
|
Experts
|
27
|
Legal
Matters
|
27
|
Financial
Statements
|
27
|
Securities
being offered by selling shareholders
|
920,000
shares of common stock
|
Offering
price per share
|
$0.10
|
Net
proceeds to us
|
None
|
Number
of shares outstanding before the offering
|
7,170,000
|
Number
of shares outstanding after the offering if all of the shares are
sold
|
7,170,000
|
As
of December 31, 2008
|
As
of December 31, 2007
|
|||
(Audited)
|
(Audited)
|
|||
Balance
Sheet
|
||||
Total
Assets
|
$
|
84,340
|
$
|
2,530
|
Total
Liabilities
|
$
|
22,060
|
$
|
13,450
|
Stockholders
Equity
|
$
|
(25,020)
|
$
|
(18,240)
|
Period
from June 19, 2007
|
||||
Year
Ended
|
(date
of inception) to
|
|||
December
31, 2008
|
December
31, 2007
|
|||
(Audited)
|
(Audited)
|
|||
Income
Statement
|
||||
Revenue
|
$
|
-
|
$
|
-
|
Total
Expenses
|
$
|
18,800
|
$
|
25,020
|
Net
Loss
|
$
|
(18,800)
|
$
|
(25,020)
|
|
1.
|
On
such public markets or exchanges as the common stock may from time to time
be trading;
|
|
2.
|
In
privately negotiated transactions;
|
|
3.
|
In
short sales; or
|
|
4.
|
In
any combination of these methods of
distribution.
|
|
1.
|
The
market price of our common stock prevailing at the time of
sale;
|
|
2.
|
A
price related to such prevailing market price of our common stock;
or
|
|
3.
|
Such
other price as the selling shareholders determine from time to
time.
|
1.
|
Determine
if a patent application on the steak timer is possible. (Completed October
2008.) After the preliminary patent search was done by Bergman
& Jeckle in Spokane, Washington, management decided to file a patent
on our process. It is estimated it will take between 4 to 6
months to file it. This should be completed by August
2009.
|
2.
|
Complete
the software programming to run the computer chip of the steak
timer. Infinetix in Spokane, Washington completed the software
program late in 2008. Design the electrical circuit board for
the patent and prototype. Infinetix completed this drawing in
January 2009. This drawing will also be used by our patent
attorney for our patent application. Get an LCD screen size bid
for the steak timer. Management expects to have this done by
March 2009. Infinetix has put this bid out to its subcontractor
manufacturers in China. Supply the necessary artwork to burn
into the LCD screen. Completion date is by June
2009. Build a working prototype of the steak
timer. JB Engineering, in Spokane, Washington, our consultant
design engineer, will supply the final PCB envelope design that details
all mechanical part locations. Completion date is estimated by
October 2009. Finalize any changes in the design of the steak
timer and pre sale it. Completion date is estimated by February
2010. Manufacture the steak timer. Estimation
completion date is June 2010.
|
3.
|
Our
marketing program will include our website promotion and personal selling.
Our president, Gregory Ruff, will do personal selling initially. He will
be responsible for all phases of our operations. We have
budgeted between $500 and $5,000 for marketing. Marketing will
commence as soon as our prototype is
completed.
|
4.
|
Within
6 months from the initiation of our marketing program, we believe that we
will begin generating fees from the sale of our steak
timer.
|
Name
and Address
|
Age
|
Position(s)
|
Gregory
Ruff
|
51
|
president,
principal accounting officer, principal
|
6411
South Auer Street
|
executive
officer, principal financial officer, secretary,
|
|
Spokane,
Washington 99223
|
treasurer,
and sole member of the board of directors
|
|
Craig
Littler
|
67
|
vice
president
|
1025
Ocean Avenue
|
||
Santa
Monica, California 90403
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Change
in
|
|||||||||
Pension
|
|||||||||
Value
&
|
|||||||||
Non-
|
Nonqual-
|
||||||||
Equity
|
ified
|
||||||||
Incentive
|
Deferred
|
All
|
|||||||
Plan
|
Compen-
|
Other
|
|||||||
Stock
|
Option
|
Compen-
|
sation
|
Compen-
|
|||||
Name
and Principal
|
Salary
|
Bonus
|
Awards
|
Awards
|
sation
|
Earnings
|
sation
|
Totals
|
|
Position
[1]
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Gregory
Ruff
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
President
& Treasurer
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Craig
Littler
|
2008
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Vice
President
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
2006
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
Change
in
|
|||||||
Pension
|
|||||||
Fees
|
Value
and
|
||||||
Earned
|
Non-Equity
|
Nonqualified
|
All
|
||||
or
|
Incentive
|
Deferred
|
Other
|
||||
Paid
in
|
Stock
|
Option
|
Plan
|
Compensation
|
Compen-
|
||
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
sation
|
Total
|
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
Gregory
Ruff
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Name
and Address
|
Number
of
|
Percentage
of
|
Beneficial
Owner
|
Shares
|
Ownership
|
Gregory
Ruff
|
5,000,000
|
69.73%
|
6411
South Auer Street
|
||
Spokane,
WA 99223
|
||
Craig
Littler
|
1,250,000
|
17.43%
|
1025
Ocean Avenue
|
||
Santa
Monica, CA 90403
|
||
All
officers and directors as a group
|
||
(2
individuals)
|
6,250,000
|
87.16%
|
[1]
|
The
persons named above may be deemed to be a “parent” and “promoter” of our
company. Messrs. Ruff and Littler are our only
promoters.
|
Percentage
|
||||
of
shares
|
||||
owned
after the
|
||||
Total
number of
|
Percentage
of
|
Number
of
|
offering
assuming
|
|
shares
owned
|
shares
owned
|
shares
being
|
all
of the share are
|
|
Name
|
prior
to offering
|
prior
to offering
|
offered
|
sold
in the offering
|
Adams,
James
|
40,000
|
0.56%
|
40,000
|
0.0%
|
Bleiweis,
Stacy
|
15,000
|
0.21%
|
15,000
|
0.0%
|
Dotoli,
Gustave
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Durando,
Ronald
|
15,000
|
0.21%
|
15,000
|
0.0%
|
Englard,
Ruth
|
15,000
|
0.21%
|
15,000
|
0.0%
|
Farrell,
Fred
|
30,000
|
0.42%
|
30,000
|
0.0%
|
Fischman,
Mavin
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Freeman,
Frederick
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Grigorieff,
Bill
|
50,000
|
0.70%
|
50,000
|
0.0%
|
Hoffert,
Abraham
|
5,000
|
0.01%
|
5,000
|
0.0%
|
Jens,
Greg & Jeanah
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Kaufman,
Harold
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Lipschultz,
Shulem
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Littler,
Alana
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Maana
Enterprises (1)
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Marich
Family Living Trust (2)
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Markel,
Wayne
|
50,000
|
0.70%
|
50,000
|
0.0%
|
McIntosh,
Sharon
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Morris,
Ronald
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Moshel,
Elgy
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Olsen,
Alan
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Pearson,
Charline
|
30,000
|
0.42%
|
30,000
|
0.0%
|
Pearson,
John
|
50,000
|
0.70%
|
50,000
|
0.0%
|
PR
Diamonds (3)
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Quinlivan,
James and Terry
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Rosenberg,
David
|
50,000
|
0.70%
|
50,000
|
0.0%
|
Ruff,
Doris
|
125,000
|
1.74%
|
125,000
|
0.0%
|
Schenkman,
Hans
|
50,000
|
0.70%
|
50,000
|
0.0%
|
Schwartz
Investments (4)
|
25,000
|
0.35%
|
25,000
|
0.0%
|
Shinderman,
Alan
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Sternfeld,
Murray
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Taylor,
Blaine
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Taylor,
Robert and Jacque
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Irgun
Shiurai Torah (5)
|
50,000
|
0.70%
|
50,000
|
0.0%
|
United
Chocolate Corp. (6)
|
50,000
|
0.70%
|
50,000
|
0.0%
|
Voegele,
Wayne
|
20,000
|
0.28%
|
20,000
|
0.0%
|
Freeman
II, Federic
|
10,000
|
0.14%
|
10,000
|
0.0%
|
Total
|
920,000
|
12.84%
|
920,000
|
0.0%
|
[1]
|
Robert
Baron exercises voting and dispositive control over the shares of common
stock owned by Maana Enterprises Inc.
|
[2]
|
Kenneth
and Barbara Marich exercise voting and dispositive control over the shares
of common stock owned by Marich Family Living
Trust.
|
[3]
|
Reisz
Pincus exercises voting and dispositive control over the shares of common
stock owned by PR Diamonds.
|
[4]
|
Charles
Schwartz exercises voting and dispositive control over the shares of
common stock owned by Schwartz
Investments
|
[5]
|
Elozer
Bald exercises voting and dispositive control over the shares of common
stock owned by Irgun Shiurai Torah.
|
[6]
|
David
Rosenburg exercises voting and dispositive control over the shares of
common stock owned by United Chocolate
Corp.
|
|
*
|
In
July 2007, we issued 6,250,000 shares of common stock pursuant to the
exemption from registration set forth in section 4(2) of the Securities
Act of 1933. The purchase price of the shares was
$14,100.00. The shares were purchase by our two officers, Greg
Ruff and Craig Littler. Both individuals were furnished the
same information that could be found in Part I of a Form S-1 registration
statement and both persons are sophisticated
investors.
|
|
*
|
On
December 30, 2008, we issued 920,000 shares of common stock to 37
individuals in consideration of $0.10 per share or a total of
$92,000. The foregoing 920,000 shares of common stock were
issued pursuant to the exemption from registration contained in Reg. 506
of the Securities Act of 1933. A Form D was filed with the SEC;
each investor was furnished with an offering memorandum containing the
same information that could be found in Part I of a Form S-1 registration
statement; and, each investor had a preexisting relationship with
us.
|
*
|
have
equal ratable rights to dividends from funds legally available if and when
declared by our board of directors;
|
*
|
are
entitled to share ratably in all of our assets available for distribution
to holders of common stock upon liquidation, dissolution or winding up of
our affairs;
|
*
|
do
not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;
and
|
*
|
are
entitled to one non-cumulative vote per share on all matters on which
stockholders may vote.
|
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
|
F-1
|
|
FINANCIAL
STATEMENTS (Audited)
|
||
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Cash Flows
|
F-4
|
|
Statement
of Stockholders’ Deficiency
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
KOKO,
LTD.
|
||||||||
(A
Development Stage Company)
|
||||||||
Statements
of Expenses
|
||||||||
From
June 19, 2007
|
From
Inception
|
|||||||
(Inception)
to
|
(June
19, 2007)
|
|||||||
Twelve
Months Ended
|
Through
|
|||||||
December
31,
|
December
31,
|
|||||||
2008
|
2007
|
2008
|
||||||
OPERATING
EXPENSES:
|
||||||||
Legal
fees
|
$
|
4,450
|
$
|
20,000
|
$
|
24,450
|
||
Accounting
fees
|
6,082
|
2,500
|
8,582
|
|||||
Office
expense
|
1,108
|
-
|
1,108
|
|||||
License
and fees
|
3,405
|
320
|
3,725
|
|||||
Professional
fees
|
3,755
|
2,200
|
5,955
|
|||||
Total
operating expenses
|
18,880
|
25,020
|
43,820
|
|||||
Net
Loss
|
$
|
(18,880)
|
$
|
(25,020)
|
$
|
(43,820)
|
||
Weighted
average number of shares
|
6,585,110
|
4,410,256
|
||||||
Basic
and diluted net loss per share
|
$
|
(0.00)
|
$
|
(0.01)
|
KOKO,
LTD.
|
||||||||||
(A
Development Stage Company)
|
||||||||||
Statements
of Changes in Stockholders' Deficit
|
||||||||||
Deficit
|
||||||||||
Accumulated
|
||||||||||
Common
Stock
|
Additional
|
During
the
|
||||||||
Paid-In
|
Development
|
|||||||||
Shares
|
Amount
|
Capital
|
Stage
|
Total
|
||||||
BALANCE,
June 19, 2007 (Date of inception)
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Issuance
of common stock to founder
|
||||||||||
at
inception for cash at $.00026
|
5,000,000
|
50
|
1,250
|
-
|
1,300
|
|||||
Issuance
of common stock for :
|
||||||||||
Cash
at $.01024
|
273,438
|
3
|
2,797
|
2,800
|
||||||
Services
at $.01024
|
976,562
|
10
|
9,990
|
10,000
|
||||||
Net
loss
|
-
|
-
|
-
|
(25,020)
|
(25,020)
|
|||||
BALANCE,
December 31, 2007
|
6,250,000
|
63
|
14,037
|
(25,020)
|
(10,920)
|
|||||
Issuance
of common stock for :
|
||||||||||
Cash
at $.10
|
920,000
|
9
|
91,991
|
-
|
92,000
|
|||||
Net
loss
|
-
|
-
|
-
|
(18,880)
|
(18,880)
|
|||||
BALANCE,
December 31, 2008
|
7,170,000
|
$
|
72
|
$
|
106,028
|
$
|
(43,820)
|
$
|
62,280
|
KOKO,
LTD.
|
|||||||||
(A
Development Stage Company)
|
|||||||||
Statements
of Cash Flows
|
|||||||||
From
June 19, 2007
|
From
Inception
|
||||||||
(Inception)
to
|
(June
19, 2007)
|
||||||||
Twelve
Months Ended
|
Through
|
||||||||
December
31,
|
December
31,
|
||||||||
2008
|
2007
|
2008
|
|||||||
Cash
Flows From Operating Activities
|
|||||||||
Net
Loss
|
$
|
(18,880)
|
$
|
(25,020)
|
$
|
(43,820)
|
|||
Adjustments
to reconcile net loss to net cash
|
|||||||||
used
in operating activities:
|
|||||||||
Common
stock issued for services
|
-
|
10,000
|
10,000
|
||||||
Changes
in assets and liabilities:
|
|||||||||
Accounts
payable
|
(690)
|
11,250
|
10,560
|
||||||
Total
Cash (Used) by Operating Activities
|
(19,490)
|
(3,770)
|
(23,260)
|
||||||
Cash
Flows From Financing Activities
|
|||||||||
Issuance
of common stock to founder
|
-
|
1,300
|
1,300
|
||||||
Proceeds
from issuance of common stock
|
92,000
|
2,800
|
94,800
|
||||||
Advances
from shareholders
|
9,300
|
2,200
|
11,500
|
||||||
Total
Cash Provided by Financing Activities
|
101,300
|
6,300
|
107,600
|
||||||
Net
Increase in Cash
|
81,810
|
2,530
|
84,340
|
||||||
Cash
at Beginning of Period
|
2,530
|
-
|
-
|
||||||
Cash
at End of Period
|
$
|
84,340
|
$
|
2,530
|
$
|
84,340
|
|||
Supplemental
Disclosure of Cash Flow Information
|
|||||||||
Interest
paid
|
$
|
-
|
$
|
-
|
$
|
-
|
|||
Income
taxes paid
|
$
|
-
|
$
|
-
|
$
|
-
|
KOKO,
LTD.
|
(A
Development Stage Company)
|
Notes
to Financial Statements
|
KOKO,
LTD.
|
(A
Development Stage Company)
|
Notes
to Financial Statements
|
Deferred
income tax asset
|
$
|
5,000
|
|
Valuation
allowance
|
(5,000)
|
||
Net
deferred tax assets
|
$
|
-
|
SEC
Registration Fee
|
$
|
1.73
|
Printing
Expenses
|
200.00
|
|
Accounting
Fees and Expenses
|
9,098.27
|
|
Legal
Fees and Expenses
|
20,000.00
|
|
Blue
Sky Fees/Expenses
|
500.00
|
|
Transfer
Agent Fees
|
1,800.00
|
|
TOTAL
|
$
|
31,600.00
|
ITEM
14.
|
INDEMNIFICATION
OF DIRECTORS AND OFFICERS.
|
1.
|
Article
3 of the Articles of Incorporation of the company, filed as Exhibit 3.1 to
the Registration Statement.
|
2.
|
Article
X of the Bylaws of the company, filed as Exhibit 3.2 to the Registration
Statement.
|
3.
|
Nevada
Revised Statutes, Chapter 78.
|
ITEM
15.
|
RECENT
SALES OF UNREGISTERED SECURITIES.
|
a)
|
In
July 2007, we issued 6,250,000 shares of common stock pursuant to the
exemption from registration set forth in section 4(2) of the Securities
Act of 1933. The purchase price of the shares was $4,100 and
$10,000 was advanced by one director to our attorney for legal services
provided to us. The shares were purchase by our two officers,
Greg Ruff and Craig Littler. Both individuals were furnished
the same information that could be found in Part I of a Form S-1
registration statement and both persons are sophisticated
investors.
|
b)
|
On
December 30, 2008, we issued 920,000 shares of common stock to 37
individuals in consideration of $0.10 per share or a total of
$92,000. The foregoing 920,000 shares of common stock were
issued pursuant to the exemption from registration contained in Reg. 506
of the Securities Act of 1933. A Form D was filed with the SEC;
each investor was furnished with an offering memorandum containing the
same information that could be found in Part I of a Form S-1 registration
statement; and, each investor had a preexisting relationship with
us.
|
ITEM 16.
|
EXHIBITS
.
|
ITEM
17.
|
UNDERTAKINGS.
|
KOKO
LTD.
|
||
BY:
|
GREGORY
RUFF
|
|
Gregory
Ruff
|
||
President,
Principal Executive Officer, Secretary, Treasurer, Principal Financial
Officer and Principal Accounting Officer
|
||
Signature
|
Title
|
Date
|
GREGORY
RUFF
|
President,
Principal Executive Officer,
|
March
11, 2009
|
Gregory
Ruff
|
Principal
Accounting Officer, Principal Financial Officer, Secretary, Treasurer and
sole member of the Board of Directors
|
[SEAL]
|
ROSS
MILLER
|
Filed
in the office of
|
Document
Number
|
Secretary
of State
|
ROSS
MILLER
|
20070418891-80
|
|
206
North Carson Street
|
Ross
Miller
|
Filing
Date and Time
|
|
Carson
City, Nevada 89701-4299
|
Secretary
of State
|
06/19/2007 10:30AM
|
|
(775)
684 5708
|
State
of Nevada
|
Entity
Number
|
|
Website: secretaryofstate.biz
|
E0427532007-9
|
Articles
of
Incorporation
|
(PURSUANT
TO NRS 78)
|
(a)
|
The
rate of dividend, the time of payment of dividends, whether dividends are
cumulative, and the date from which any dividends shall
accrue;
|
(b)
|
Whether
shares may be redeemed, and, if so, the redemption price and the terms and
conditions of
redemption;
|
(c)
|
The
amount payable upon shares in the event of voluntary or involuntary
liquidation;
|
(d)
|
Sinking
fund or other provisions, if any, for the redemption or purchase of
shares;
|
(e)
|
The
terms and conditions on which shares may be converted, if the shares of
any series are issued with the privilege of
conversion;
|
(f)
|
Voting
powers, if any, provided that if any of the Preferred Stock or series
thereof shall have voting rights, such Preferred Stock or series shall
vote only on a share for share basis with the Common Stock on any matter,
including but not limited to the election of directors, for which such
Preferred Stock or series has such rights;
and,
|
(g)
|
Subject
to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of
the Corporation may, at the time so acting, lawfully fix and determine
under the laws of the State of
Nevada.
|
(a)
|
acts
or omissions which involve intentional misconduct, fraud or a knowing
violation of law;
or
|
(b)
|
the
payment of distributions in violation of NRS 78.300, as
amended.
|
(a)
|
Right
to Indemnification. The Corporation will indemnify to the
fullest extent permitted by law any person (the “Indemnitee”) made or
threatened to be made a party to any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or
investigative (whether or not by or in the right of the Corporation) by
reason of the fact that he or she is or was a director of the Corporation
or is or was serving as a director, officer, employee or agent of another
entity at the request of the Corporation or any predecessor of the
Corporation against judgments, fines, penalties, excise taxes, amounts
paid in settlement and costs, charges and expenses (including attorneys’
fees and disbursements) that he or she incurs in connection with such
action or
proceeding.
|
(b)
|
Inurement. The
right to indemnification will inure whether or not the claim asserted is
based on matters that predate the adoption of this Section 5, will
continue as to an Indemnitee who has ceased to hold the position by virtue
of which he or she was entitled to indemnification, and will inure to the
benefit of his or her heirs and personal
representatives.
|
(c)
|
Non-exclusivity
of Rights. The right to indemnification and to the advancement
of expenses conferred by this Section 5 are not exclusive of any other
rights that an Indemnitee may have or acquire under any statue, bylaw,
agreement, vote of stockholders or disinterested directors, the
Certificate of Incorporation or
otherwise.
|
(d)
|
Other
Sources. The Corporation’s obligation, if any, to indemnify or
to advance expenses to any Indemnitee who was or is serving at the request
as a director, officer employee or agent of another corporation,
partnership, joint venture, trust, enterprise or other entity will be
reduced by any amount such Indemnitee may collect as indemnification or
advancement or expenses from such other
entity.
|
(e)
|
Advancement
of Expenses. The Corporation will, from time to time, reimburse
or advance to any Indemnitee the funds necessary for payment of expenses,
including attorneys’ fees and disbursements, incurred in connection with
defending any proceeding from which he or she is indemnified by the
Corporation, in advance of the final disposition of such proceeding;
provided that the Corporation has received the undertaking of such
director or officer to repay any such amount so advanced if it is
ultimately determined by a final and unappealable judicial decision that
the director or officer is not entitled to be indemnified for such
expenses.
|
II.
|
DIRECTORS.
|
|
A. Annual
Meeting of Directors.
|
|
C. Secretary.
|
|
1.
|
Keep
the minutes of the shareholder’s and of the Board of Directors meetings in
one or more books provided for that
purpose;
|
|
2.
|
See
that all notices are duly given in accordance with the provisions of these
Bylaws or as required by law;
|
|
3.
|
Be
custodian of the corporate records and of the seal of the Corporation and
affix the seal of the Corporation to all documents as may be
required;
|
|
4.
|
Keep
a register of the post office address of each shareholder which shall be
furnished to the secretary by such
shareholder;
|
|
5.
|
Sign
with the president, or a vice president, certificates for shares of the
Corporation, the issuance of which shall have been authorized by
resolution of the Board of
Directors;
|
|
6.
|
Have
general charge of the stock transfer books of the corporation;
and,
|
|
7.
|
In
general perform all duties incident to the office of secretary and such
other duties as from time to time may be assigned to him/her by the
president or by the Board of
Directors.
|
as
the Board of Directors shall determine. The assistant
secretaries and assistant treasurers, in general, shall perform such
duties as shall be assigned to them by the secretary or the treasurer,
respectively, or by the president or the Board of
Directors.
|
upon
a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner
which such person reasonably believed to be in or not opposed to the best
interests of the Corporation, and with respect to any criminal action
proceeding, had reasonable cause to believe that such person’s conduct was
unlawful.
|
Paragraphs
.01 and .02 above. Such determination shall be made (a) by the
Board of Directors of the Corporation by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or
proceeding, or (b) is such a quorum is not obtainable, by a majority vote
of the Directors who were not parties to such action, suit or
proceeding, or (c) by independent legal counsel (selected by one or more
of the Directors, whether or not a quorum and whether or not
disinterested) in a written opinion, or (d) by the
Shareholders. Anyone making such a determination under this
Paragraph .04 may determine that a person has met the standards therein
set forth as to some claims, issues or matters but not as to others, and
may reasonably prorate amounts to be paid as
indemnification.
|
corporation
or of any entity a majority of the voting stock of which is owned by such
constituent corporation or is or was serving at the request of such
constituent corporation as a Director, Trustee, Officer, employee or agent
of the corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under the provisions of this Section with
respect to the resulting or surviving Corporation as such person would
have with respect to such constituent corporation if its separate
existence had continued.
|
XI.
|
FISCAL
YEAR.
|
XIII.
|
REIMBURSEMENT
OF DISALLOWED EXPENSES.
|
TEN
COM
|
as
tenants in common
|
UNIF
GIFT MIN ACT
|
______________________
|
Custodian
|
___________________
|
TEN
ENT
|
as
tenants by the entireties
|
(Cust)
|
(Minor)
|
||
JT
TEN
|
as
joint tenants with the right of
|
Act
|
_________________________________
|
||
survivorship
and not as tenants
|
(State)
|
||||
in
common
|
For value received
,
__________________________________________________________________________________________________________
hereby sell, assign and
transfer unto
|
||
PLEASE
INSERT SOCIAL SECURITY OR OTHER
|
||
IDENTIFYING
NUMBER OF ASSIGNEE
|
||
________________________________________________________________________________________________________________________________________________________
|
||
(PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF
ASSIGNEE)
|
||
________________________________________________________________________________________________________________________________________________________
|
||
________________________________________________________________________________________________________________________________________________________
|
||
________________________________________________________________________________________________________________________________________________________
|
||
_____________________________________________________________________________
shares of the capital
stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint
|
||
_____________________________________________________________________________,
Attorney to transfer the
said stock on the books of the within named Corporation with full power of
substitution in the premises.
|
||
Dated
_______________________
|
||
X
___________________________________________________________________________________________
|
||
THE
SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON
THE FACE OF THIS CERTIFICATE
IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER. THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions) |
|
RE:
|
KOKO
LTD.
|
|
RE:
|
KOKO
LTD.
|
1.
|
The
Company is a corporation duly organized and validly existing under the
laws of Nevada.
|
2.
|
The
Shares to be sold as described in the Registration Statement have been
duly authorized and legally issued as fully paid and non-assessable
shares.
|
|
BY:
|
CONRAD C.
LYSIAK
|
|
BY:
|
CONRAD C.
LYSIAK
|