U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUER
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
CORPORATE DEVELOPMENT CENTERS, INC.
(Name of Small Business Issuer in its charter)
Nevada 88-0350448
(State or Other Jurisdiction of (IRS Employer
Incorporation or Organization) Identification No.)
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1332 E. Martha Dunyon Circle, Draper, Utah 84020
(Address of Principal Executive Offices and Zip Code)
Issuer's Telephone Number: 1-801-576-0814
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, Par Value $0.001
-COVER-
TABLE OF CONTENTS
ITEM NUMBER AND CAPTAION Page
Part I
1. Description of Business............................................2
2. Management's Discussion and Analysis or Plan of Operations.........7
3. Description of Properties..........................................8
4. Security Ownership of Certain Beneficial Owners and Management.....9
5. Directors, Executive Officers, Promoters and Control Persons......10
6. Executive Compensation............................................10
7. Certain Relationships and Related Transactions....................11
8. Description of Securities.........................................11
Part II
1. Market Price of and Dividends on the Registrant's Common Equity...12
and Related Stockholder Matters
2. Legal Proceedings.................................................12
3. Changes in and Disagreements with Accountants.....................12
4. Recent Sales of Unregistered Securities...........................12
5. Indemnification of Directors and Officers.........................13
Part F/S
Financial Statements................................................14
Part III
1. Index to Exhibits.................................................14
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
History
The Company was incorporated in the state of Nevada on August 29, 1995. The Company then sold shares pursuant to an initial public offering conducted exclusively in the State of Nevada (the "Offering"). The Offering was registered with the State of Nevada (State File No. R96-19) and became effective on March 1, 1996. The Offering was sold pursuant to Rule 504 promulgated by the Securities and Exchange Commission under Regulation D and pursuant to the Disclosure Document dated March 1, 1996. The Offering was closed after the sale of 534,250 shares.
At its inception, the Company was formed for the purpose of offering full service executive office space combined with other business services. The initial business plan called for the Company to lease up to 2,500 square feet of office space and then sub-lease executive office space to companies or individuals. In addition to office space, the Company would provide to executives reception desk services, photo copying services, postal services and other services needed for a business executive to operate a free standing office.
The Company initiated its business plan in 1996. It purchased office equipment, leased office space and set up executive offices in the Las Vegas, Nevada area. The business as initiated did not prove profitable and the company did not have sufficient capital to continue operations. In its first year of operations the Company collected rents totaling $17,061.00. This revenue was offset against expenses during the same time period totaling $51,517.00. The Company closed operations in 1997. Since that time, the Company has been investigating ways to get back into the executive office space business. The Company has also been investigating other products and/or services in which it might engage that have potential for profit.
General
For the past two years the Company has had no active business operations. The Company currently has no commitment or arrangement to participate in a business and cannot now predict what type of business it may enter into or acquire. It is emphasized that the business objectives discussed herein are extremely general and are not intended to be restrictive on the discretion of the Company's management.
There are no plans or arrangements proposed or under consideration for the issuance or sale of additional securities by the Company prior to the identification of an acquisition candidate. Consequently, management anticipates that it may be able to participate in only one potential business venture, due primarily to the Company's limited capital. This lack of investing in the Company because it will not permit the Company to offset potential losses from one venture against gains from another.
The Company has voluntarily filed this registration statement on Form 10-SB to become subject to the reporting requirements under the Securities Exchange Act of 1934, based on management's belief that the Company's reporting status will enhance its ability to locate and acquire a business opportunity. The Company intends to continue to voluntarily file reports under the Securities Exchange Act of 1934, regardless of whether its obligation to do so is suspended by rule of statute.
Selection of a Business
The Company anticipates that business for possible acquisition will be referred by various sources, including its officers and directors, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. The Company will not engage in any general solicitation or advertising for a business opportunity, and will rely on personal contacts of its officers and directors and their affiliates, as well as indirect associations between them and other business and professional people. By relying on "word of mouth", the Company may be limited in the number of potential acquisitions it can identify. While it is not presently anticipated that the Company will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in the best interest of the Company.
Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments based on a percentage of revenues or product sales volume, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, the Company is currently unable to predict the cost of utilizing such services. Management of the Company will not receive a finder's fee for locating a business opportunity.
The Company will not restrict its search to any particular business, industry, or geographical location, and management reserves the right to evaluate and enter into any type of business in any location. The Company may participate in a newly organized business venture or a more established company entering a new phase of growth or in need of additional capital to overcome existing financial problems. Participation in a new business venture entails greater risks since in may instances management of such a venture will not have proved its ability, the eventual market of such venture's product or services will likely not be established, and the profitability of the venture will be unproved and cannot be predicted accurately. If the Company participates in a more established firm with existing financial problems, it may be subjected to risk because the financial resources of the Company may not be adequate to eliminate or reverse the circumstances leading to such financial problems.
In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation in the real value of the Company. The Company will not acquire or merge with a business or corporation in which the Company's officers, directors, or promoters, or their affiliates or associates, have any direct or indirect ownership interest.
The analysis of new businesses will be undertaken by or under the supervision of the officers and directors. In analyzing prospective business, management will consider, to the extent applicable, the available technical, financial, and managerial resources; working capital and other prospects for the future; the nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; the potential for profit; the perceived public recognition or acceptance of products, services, or trade or service marks; name identification; and other relevant factors.
The decision to participate in a specific business may be based on management's analysis of the quality of the other firm's management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and other factors which are difficult, if not impossible, to analyze through any objective criteria. It is anticipated that the results of operations of a specific firm may not necessarily be indicative of the potential for the future because of the requirement to substantially shift marketing approaches, expand significantly, change product emphasis, change or substantially augment management, and other factors.
The Company will analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor. The period within which the Company may participate in a business cannot be predicted and will depend on circumstances beyond the Company's control, including the availability of businesses, the time required for the Company to complete its investigation and analysis of prospective business, the time required to prepare appropriate documents and agreements provided for the Company's participation, and other circumstances.
Acquisition of a Business
In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, or other reorganization with another corporation or entity; joint venture; license; purchase and sale of assets; or purchase and sale of stock, the exact nature of which cannot not be predicted. Notwithstanding the above, the Company does not intend to participate in a business through the purchase of minority stock positions. On the consummation of a transaction, it is likely that the present management and shareholders of the Company will not be in control of the Company. In addition, a majority or all of the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders.
In connection with the Company's acquisition of a business, the present shareholders of the Company, including officers and directors may, as a negotiated element of the acquisition, sell a portion of all of the Company's Common Stock held by them at a significant premium over their original investment in the Company. As a result of such sales, affiliates of the entity participating in the business reorganization with the Company would acquire a higher percentage of equity ownership in the Company. Management does not intend to actively negotiate for or otherwise require the purchase of all or any portion of its stock as a condition to or in connection with any proposed merger or acquisition. Although the Company's present shareholders did not
acquire their shares of Common Stock with a view towards any subsequent sale in connection with a business reorganization, it is not unusual for affiliates of the entity participating in the reorganization to negotiate to purchase shares held by the present shareholders in order to reduce the number of "restricted securities" held by persons no longer affiliated with the Company and thereby reduce the potential adverse impact on the public market in the Company's Common Stock that could result from substantial sales of such shares after the restrictions no longer apply. Public investors will not receive any portion of the premium that may be paid in the foregoing circumstances. Furthermore, the Company's shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction.
In the event of sales of shares by present shareholders of the Company, including officers and directors, is a negotiated element of a future acquisition, a conflict of interest may arise because directors will be negotiating for the acquisition on behalf of the Company and for sales of their shares for their own respective accounts. Where a business opportunity is well suited for acquisition by the Company, but affiliates of the business opportunity impose a condition that management sell their shares at a price which is unacceptable to them, management may not sacrifice their financial interest for the Company to complete the transaction. Where the business opportunity is not well suited, but the price offered management for their shares is high, Management will be tempted to effect the acquisition to realize a substantial gain on their shares in the Company. Management has not adopted any policy for resolving the foregoing potential conflicts, should they arise, and does not intend to obtain an independent appraisal to determine whether any price that may be offered for their shares is fair. Stockholders must rely, instead, on the obligation of management to fulfill its fiduciary duty under sate law to act in the best interests of the Company and its stockholders.
It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of the transaction, the Company may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified times thereafter. Although the terms of such registration rights and the number of securities, if any, which may be registered cannot be predicted, it may be expected that registration of securities by the Company in these circumstances would entail substantial expense to the Company. The issuance of substantial additional securities and their potential sale into any trading market which may develop in the Company's securities may have a depressive effect on such market.
While the actual terms of the transaction to which the Company may be a
party cannot be predicted, it may be expected that that the parties to the
business transaction will find it desirable to structure the acquisition as a
so-called "tax-free" event under sections 351 or 368(a) of the Internal
Revenue Code of 1986, (the "Code"). In order to obtain tax-free treatment
under section 351 of the Code, it would be necessary for the owners of the
acquired business to own 80% or more of the voting stock of the surviving
entity. In such event, the shareholders of the Company would retain less
than 20% of the issued and outstanding shares of the surviving entity.
Section 368(a) (1) of the Code provides for tax-free treatment of certain
business reorganizations between corporate entities where one corporation is
merged with or acquires the securities or assets of another corporation.
Generally, the Company will be the acquiring corporation in such a business
reorganization, and the tax-free status of the transaction will not depend on the issuance of any specific amount of the Company's voting securities. It is not uncommon, however, that as a negotiated element of a transaction completed in reliance on Section 368, the acquiring corporation issue securities in such an amount that the shareholders of the acquired corporation will hold 50% or more of the voting stock of the surviving entity. Consequently, there is a substantial possibility that the shareholders of the Company immediately prior to the transaction would retain less than 50% of the issued and outstanding shares of the surviving entity. Therefore, regardless of the form of the business acquisition, it may be anticipated that stockholders immediately prior to the transaction will experience a significant reduction in their percentage of ownership in the Company.
Notwithstanding the fact that the Company is technically the acquiring entity in the foregoing circumstances, generally accepted accounting principals will ordinarily require that such transaction be accounted for as if the Company had been acquired by the other entity owning the business and, therefore, will not permit a write-up in the carrying value of the assets of the other company.
The manner in which the Company participates in a business will depend on the nature of the business, the respective needs and desires of the Company and other parties, the management of the business, and the relative negotiating strength of the Company and such other management.
The Company will participate in a business only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to such closing, will outline the manner of bearing costs if the transaction is not closed, will set forth remedies on default, and will include miscellaneous other terms.
Operation of Business After Acquisition
The Company's operation following its acquisition of a business will be dependent on the nature of the business and the interest acquired. The Company is unable to predict whether the Company will be in control of the business or whether present management will be in control of the Company following the acquisition. It may be expected that the business will present various risks, which cannot be predicted at the present time.
Government Regulation
It is impossible to predict the government regulation, if any, to which the Company may be subject until it has acquired an interest in business. The use of assets and/or conduct of business which the Company may acquire could subject it to environmental, public health and safety, land use, trade, or other governmental regulations and state or local taxation. In selecting a business in which to acquire an interest, management will endeavor to ascertain, to the extent of the limited resources of the Company, the effects
of such government regulation on the prospective business of the Company. In certain circumstances, however, such as the acquisition of an interest in a new or start-up business activity, it may not be possible to predict with any degree of accuracy the impact of government regulation. The inability to ascertain the effect of government regulation on prospective business activity will make the acquisition of an interest in such business a higher risk.
Competition
The Company will be involved in intense competition with other business entities, many of which will have a competitive edge over the Company by virtue of their stronger financial resources and prior experiences in business. There is no assurance that the Company will be successful in obtaining suitable investments.
Employees
The Company is a development stage company and currently has no employees. Executive officers, who are not compensated for their time contributed to the Company, will devote only such time to the affairs of the Company as they deem appropriate. Management of the Company expects to use consultants, attorneys, and accountants as necessary, and does not anticipate a need to engage any full-time employees so long as it is seeking and evaluating businesses. The need for employees and their availability will be addressed in connection with a decision whether or not to acquire or participate in a specific business industry.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
Results of Operations
Seven month period ended July 31, 1999
The Company had no revenue from continuing operations or from any other source for the seven month period ended July 31, 1999.
General and administrative expenses for the seven month period ended July 31, 1999, consisted of general corporate administration, legal and professional expenses, and accounting and auditing costs. These expenses were $2,921. The level of expenses reflects the needs of the Company during a particular period of time as far as maintaining the corporate charter in good standing and keeping financial statements current. Expenses incurred during the seven month period also reflect fees incurred as part of the Company's preparation of its registration statement on Form 10-SB under the Securities Act of 1934. The Company is making the filing to become a reporting company based on management's belief that reporting company status may help the Company to attract and acquire a more substantial business venture.
As a result of the foregoing factors, the Company realized a net loss of $2,921 for the seven months ended July 31, 1999, which is equal to the expenses incurred the same period of time.
Calendar Years Ended December 31, 1998 and 1997
The Company had no revenue from continuing operations or from any other source for the years ended December 31, 1998 and 1997.
General and administrative expenses for the years ended December 31, 1998 and 1997, consisted primarily of general corporate administration, legal and professional expenses, and accounting and auditing costs. Expenses for 1997 also included expenses left over from the Company's operations as an executive office space provider, prior to ceasing those operations in the first part of 1997. Expenses for 1997 were higher overall due to remaining expenses from operations. Legal, accounting and administrative expenses were higher in 1998 due to the work necessary to obtain a symbol on the OTC Bulletin Board.
Liquidity and Capital Resources
At July 31, 1999, the Company had working capital of approximately $2,265. Since the cease of operations in 1997, the Company has had extremely limited working capital which it has obtained through additional investment in the Company by principal shareholders. The Company can only continue to exist by the continued willingness of principal shareholders to fund the maintaining of the Company.
Management believes that funding sources will continue to be available to meet the anticipated needs of the Company's operations through at least the next 12 months. However, there can be no assurances to that effect, as the Company has no revenues and the Company's need for capital may change dramatically if it acquires an interest in a business opportunity during that period. The Company's current operating plan is to (i) handle the administrative and reporting requirements of a public company; and (ii) search for potential business, products, technologies and companies for acquisition. At present, the Company has no understandings, commitments or agreements with respect to the acquisition of any business, product, technology or company and there can be no assurance that the Company will identify any such business, product, technology or company and there can be no assurance that the Company will identify any such business, product, technology or company suitable for acquisition in the future. Further, there can be no assurance that the Company would be successful in consummating any acquisition on favorable terms or that it will be able to profitably manage the business, product, technology or company it acquires.
ITEM 3. DESCRIPTION OF PROPERTIES
The Company utilizes office space at 1332 E. Martha Dunyon Cir., Draper, Utah 84020, provided by Richard M. Bench, an officer and director of the Company. The Company does not pay rent for this office space.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of August 31, 1999, the number and percentage of the outstanding shares of common stock which, according to the information supplied to the Company, were beneficially owned by (i) each person who is currently a director of the Company, (ii) each executive officer, (iii) all current directors and executive officers of the Company as a group and (iv) each person who, to the knowledge of the Company, is the beneficial owner of more than 5% of the outstanding common stock. Except as otherwise indicated, the persons named in the table have sole voting and dispositive power with respect to all shares beneficially owned, subject to community property laws where applicable.
Common Percent of
Name and Address Shares Class
Richard M. Bench (1) 137,500 8%
1332 East Martha Dunyon Circle
Draper, Utah 84020
David Dorton 200,000 12%
111 E. Broadway
Salt Lake City, Utah 84111
Don L. Oborn (1) 37,500 2%
385 W. Brigham Rd. #14
St. George, Utah 84790
Jim Rostad 200,000 12%
3172 North Rainbow
Las Vegas, Nevada 89108
Larry Snyder 200,000 12%
8011 Firebrand Court
Henderson, Nevada 89014
Stanley K. Stilwell 200,000 12%
7604 Delaware Bay Drive
Las Vegas, NV 89128
All Executive officers and
Directors of a Group (2) 175,000 11%
(1) Messrs. Bench and Oborn are all of the officers and directors of the
Company.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONAL
Directors and Officers
The following table sets forth the names, ages, and positions with the Company for each of the directors and officers of the Company.
Name Age Position (1) Since Richard M. Bench 58 President and Director 1998 Don L. Oborn 67 Secretary/treasurer and Director 1999 |
All executive officers are elected by the Board and hold office until the next Annual Meeting of stockholders and until their successors are elected and qualify.
The following information on the business experience of each director and officer.
Richard M. Bench is a licensed realtor and for the past five years has been the operations and marketing manager for El Ray Bench Real Estate Corp. Mr. Bench's recent business experience has also included being director of marketing, director of skier services and ski instructor for Canyon Ski Resort, location near Park City Utah. Mr Bench has owned and operated several small businesses and is the owner and manager of several residential rental properties.
Don L. Oborn graduated from the University of Utah located in Salt Lake City, Utah in 1956 with a B.S. degree in business management. For most of his professional career he sold life insurance from which he retired in 1991. In June, 1996, he came out of retirement to work with the Utah Business Alliance, Custom Fit Training program through Dixie College in St. George, Utah. In that capacity, he teaches business classes and seminars on management and leadership principles.
ITEM 6. EXECUTIVE COMPENSATION
The Company has no agreement or understanding, express or implied, with any officer, director, or principal stockholder, or their affiliates or associates, regarding employment with the Company or compensation for services. The Company has no plan, agreement, or understanding, express or implied, with any officer, director, or principal stockholder, or their affiliates or associates, regarding the issuance to such persons of any shares of the Company's authorized and unissued common stock. There is no understanding between the Company and any of its present stockholders regarding the sale of a portion of all of the common stock currently held by them in connection with any future participation by the Company in a business. There are no other plans, understandings, or arrangements whereby any of the Company's officers, directors, or principal stockholders, or any of their affiliates or associates, would receive funds, stock, or other assets in connection with the Company's participation in a business. No
advances have been made or contemplated by the Company to any of its officers, directors, or principal stockholders, or any of their affiliates or associates.
There is no policy that prevents management from adopting a plan or agreement in the future that would provide for cash or stock based compensation for services rendered to the Company.
On acquisition of a business, it is possible that current management will resign and be replaced by persons associated with the business acquired, particularly if the Company participates in a business by effecting a stock exchange, merger, or consolidation as discussed under "BUSINESS." In the event that any member of current management remains after effecting a business acquisition, that member's time commitment and compensation will likely be adjusted based on the nature and location of such business and the services required, which cannot now be foreseen.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
There are no proposed transactions and no transactions during the past two years to which the Company was a party and which any officer, director, or principal stockholder, or their affiliates or associates, was also a party.
ITEM 8. DESCRIPTION OF SECURITIES
The Company is authorized to issue 25,000,000 shares of common stock, par value $0.001 per share, of which 1,634,250 shares are issued and outstanding. Holders of common stock are entitled to one vote per share on each matter submitted to a vote at any meeting of stockholders. Shares of common stock do not carry cumulative voting rights and, therefore, holders of a majority of the outstanding shares of common stock will be able to elect the entire board of directors, and, if they do so, minority stockholders would not be able to elect any members to the board of directors. The Company's board of directors has authority, without action by the Company's stockholders, to issue all or any portion of the authorized but unissued shares of common stock, which would reduce the percentage ownership in the Company of its stockholders and which may dilute the book value of the common stock. Stockholders of the Company have no pre-emptive rights to acquire additional shares of common stock. The common stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Company, the shares of common stock are entitled to share equally in corporate assets after satisfaction of all liabilities. Holders of common stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. The Company has not paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future.
PART II
ITEM 1. MARKET PRICE AND DIVIDENDS ON REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
Although quotations for the Company's common stock appear on the OTC Bulletin Board, there is no established trading market for the common stock. The Company first obtained a symbol on the OTC Bulletin Board in the late summer of 1998. Recent information generated by the OTC Bulletin shows no trades in the Company's shares since that time.
There are no outstanding options or warrants to purchase shares of common stock nor are there outstanding securities convertible into common stock. All shares of common stock outstanding may be sold without restrictions under Rule 144(k) promulgated under the Securities Act of 1933, except 1,100,000 shares which are held by officers, directors, and controlling stockholders ("Control Shares"). Control shares may be sold subject to complying with all of the terms and conditions of Rule 144, except the one-year holding period which has been satisfied. The Company has not agreed to register any common shares and is not planning a registered offering at the present time.
Since its inception, no dividends have been paid on the Company's common stock. The Company intends to retain any earnings for use in its business activities, so it is not expected that any dividends on the common stock will be declared and paid in the foreseeable future.
At September 21, 1999, there was approximately 47 holders of record of the Company's Common Stock.
ITEM 2. LEGAL PROCEEDINGS
The Company is not a party to any material pending legal proceedings, and to the best of its knowledge, no such proceedings by or against the Company have been threatened.
ITEM 3 CHANGES IN DISAGREEMENTS WITH ACCOUNTANTS
There have been no changes in or disagreements with accountants in the past three years.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On or about March 20, 1998 the Company issued 100,000 shares of common stock to Richard M. Bench in exchange for the Mr. Bench paying some of the accounts payable of the Company. The shares issued were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933. There have been no other sales of securities by the Company in the past three years.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes provides in relevant part as follows:
(1) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative except an action by or in the right of the corporation, by reason of he fact that he is or was a director, officer, employee, or agent of the corporation, or is or was 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 expenses, including attorneys fees, judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if the acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe this conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on 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 he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
(2) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was 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 expenses, including amounts paid in settlement and attorney's fees actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine an application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.
(3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney's fees) actually and reasonably incurred by him in connection therewith.
The Company's articles of incorporation provides that the Company may indemnify to the full extent of its power to do so under Nevada law, all directors, officers, employees, and/or agents of the Company for liabilities and expenses reasonably incurred in connection with any action, suit, or
proceeding to which such person may be a party by reason of such person's position with the Company. Consequently, the Company intends to indemnify its officers, directors, employees, and agents to the full extent permitted by the statue noted above.
PART F/S
FINANCIAL STATEMENTS
The financial statements of the Company appear at the end of this report beginning with the Index to Financial Statements on Page 15.
PART III
ITEM 1. INDEX TO EXHIBITS
Copies of the following documents are included as exhibits to this report pursuant to Item 601 of Regulation S-B.
Exhibits Exhibits SEC Title of Document Location No. Ref. No. 1 (2) Articles of Incorporation Fm 10-SB 2 (2) By-Laws Fm 10-SB |
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned thereunto duly authorized.
CORPORATE DEVELOPMENT CENTERS, INC.
Date: September 21, 1999 By: (Signature)
--------------------- --------------------------------
Richard M. Bench, President
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CORPORATE DEVELOPMENT CENTERS, INC.
(A Development Stage Company)
Financial Statements
Board of Directors
Corporate Development Centers, Inc.
Las Vegas, Nevada
We have compiled the accompanying balance sheet of Corporate Development Centers, Inc. (a development stage company) as of July 31, 1999 and the related statements of operations, cash flows and changes in stockholders' equity for the period from August 29, 1995 (date of inception) to July 31, 1999 in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have no audited or reviewed the accompanying financial statements and accordingly do not express an opinion or any other forms of assurance on them.
/s/ Ted A. Madsen August 10, 1999 |
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JULY 31, 1999
ASSETS
Cash in bank $ 2,265
Organization costs less accumulated
Amortization of $2,011 601
___________
TOTAL ASSETS $ 2,865
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LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ 1,345
___________
Total Liabilities 1,345
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 47,559
(Deficit) accumulated during the development
stage (47,272)
____________
Total Stockholders' Equity 1,521
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CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE SEVEN MONTHS ENDED
BALANCE SHEET
JULY 31, 1999
(With Cumulative Figures From Inception)
From Inception,
Seven Months Ended August 29, 1995
July 31, 1999 to July 31, 1999
__________________ _________________
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 329 2,199
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees - 1,083
Insurance - 414
Office Expenses 21 3,085
Rent - 27,109
Professional Fees 2,571 8,879
Telephone - 5,731
Utilities - 1,200
________________ ________________
Total Expenses $ 2,921 $ 59,242
Net (Loss) Before Extraordinary
Item (2,921) (42,181)
Extraordinary Item: - (5,091)
________________ ________________
Net (Loss) $ (2,921) $ (47,272)
================
Accumulated deficit, beginning
of period $ (44,351)
________________
Deficit accumulated during the
development stage $ (47,272)
================
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE SEVEN MOMTHS ENDED JULY 31, 1999 AND FROM AUGUST 29, 1995
(Date of Inception) TO JULY 31, 1999
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance - $ - $ - $ -
August 29, 1995
Issuance of common
Stock in cash 800,000 800 7,200 8,000
Issuance of common
Stock for services 200,000 200 - 200
Net (loss) for period - - - (2,020)
_________ _________ __________ _________
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
Stock, net of offering
Costs 534,250 534 30,059 30,593
Net (loss) for period - - - (21,167)
_________ _________ __________ _________
Balance
December 31, 1996 1,534,250 1,534 37,259 15,606
Net (loss) for period - - - (14,828)
_________ _________ __________ _________
Balance
July 31, 1999 1,534,250 1,534 37,259 778
Issuance of common
Stock for cash 200,000 200 9,800 10,000
Cancellation of (500,000) (500) 500
Common shares
Net (loss) for period - - - (6,336)
_________ _________ __________ _________
Balance
December 31, 1998 - - - (2,921)
|
Balance
July 31, 1999 1,234,250 $ 1,234 $ 47,559 $ 1,521
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE SEVEN MONTHS ENDED JULY 31, 1999 AND FROM AUGUST 29, 1995
(Date of Inception)TO JULY 31, 1999
From inception
Seven Months Ended August 29, 1995
July 31, 1999 to July 31, 1999
___________________ __________________
|
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss $ (2,921) $ (47,272)
Noncash items included in net loss
Amortization 329 2,199
(Decrease) in stock subscription
receivable 3,500 -
Increase in Accounts Payable 1,345 1,345
_____________ ______________
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 2,253 (43,728)
|
CASH FLOWS (USED) BY INVESTING
ACTIVITIES
Organizational costs - (2,800)
_____________ ______________
NET CASH (USED) BY INVESTING
ACTIVITIES - (2,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale (cancellation) of common stock - 1,234
Additional paid-in capital - 59,706
Less offering costs - (12,147)
_____________ ______________
NET CASH PROVIDED BY
FINANCING ACTIVITIES - 48,793
NET INCREASE IN CASH 2,253 $ 2,265
=============
CASH AT BEGINNING OF PERIOD 12
___________
CASH AT END OF PERIOD $ 2,265
=============
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 1999
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of the state of Nevada. The business purpose of the Company is to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based upon the nature of future transactions
NOTE B: ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the Company in connection with a public stock offering were offset against the net offering proceeds of the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and sold 534,250 shares of its common stock at $.08 per share and received net proceeds of $40,103 from that offering. The net proceeds will be used to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
NOTE E: OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the maintenance and repair are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized.
Depreciation of the equipment is provided for using the straight- line method over the estimated useful lives for both federal income tax and financial reporting.
All of the office equipment was sold and the existing operations were discontinued in 1997. The sale of the equipment resulted in an extraordinary loss of $5,091.
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
JULY 31, 1999
NOTE F: DEVELOPMENT STAGE COMPANY
The company is a development stage company as defined in Financial Accounting Standards Board Statement No. 7. It is concentrating substantially all of its efforts in raising capital and developing its business operations in order to generate significant revenue.
NOTE G: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with the formation of the Company and issued 200,000 shares of its commons tock for these services. These services were valued at $200 or $.001 per share.
The Company paid cash to a shareholder in the amount of $2,500 in connection with the formation of the Company and the preparation and Implementation of the business plan.
NOTE H: USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principals 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
Board of Directors
Corporate Development Centers, Inc.
Las Vegas, Nevada
We have audited the accompanying balance sheet of Corporate Development Centers, Inc. (a development stage company) as of December 31, 1998 and the related statements of operations, cash flows and changes in stockholders' equity for the period from August 29, 1995 (date of inception) to December 31, 1998. These financial statements are the responsibility of Corporate Development Centers, Inc.'s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit of the financial statements provides a reasonable basis for our opinion.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Corporate Development Centers, Inc. as of December 31, 1998 and the results of operations, cash flows and changes in stockholders' equity for the period then ended, in conformity with generally accepted accounting principles.
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1998
ASSETS
Cash in bank $ 12
Organization costs less accumulated
Amortization of $1,870 930
3,500
----------
TOTAL ASSETS $ 4,442
----------
|
LIABILITIES & STOCKHOLDERS' EQUITY
Liabilities
Accounts Payable $ -
----------
Total Liabilities -
Stockholders' Equity
Common stock, authorized 25,000,000 shares
At $.001 par value, issued and outstanding
1,234,250 shares 1,234
Additional paid-in capital 47,559
(Deficit) accumulated during the development
stage (44,351)
----------
Total Stockholders' Equity 4,442
TOTAL LIABILITES & STOCKHOLDER'S EQUITY $ 4,442
==========
-23-
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From Inception,
Year Ended August 29, 1995
December 31, 1998 to December 31, 1998
------------------- ----------------------
RENTAL INCOME $ - $ 17,061
Expenses
Advertising - 1,657
Amortization 562 1,870
Cleaning - 1,803
Consulting - 3,605
Depreciation - 2,477
Fees - 1,083
Insurance - 414
Office Expenses 21 3,085
Rent - 27,109
Professional Fees 5,598 6,308
Telephone - 5,731
Utilities - 1,200
------------- --------------
Total Expenses $ 2,921 $
56,321
Net (Loss) Before Extraordinary Item (6,336) (39,260)
Extraordinary Item: - (5,091)
------------- ---------------
Net (Loss) $ (6,336) $ (44,351)
Accumulated deficit, beginning
of period $ (38,015)
-------------
Deficit accumulated during the
development stage $ (44,351)
=============
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM AUGUST 29, 1995 (Date of Inception)
TO DECEMBER 31, 1998
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance - $ - $ - -
August 29, 1995
Issuance of common
Stock in cash 800,000 800 7,200 8,000
Issuance of common
Stock for services 200,000 200 - 200
Net (loss) for period - - - (2,020)
------- ------- ------- -------
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
Stock, net of offering
Costs 534,250 534 30,059 30,593
Net (loss) for period - - - (21,167)
------- ------- ------- -------
Balance
December 31, 1996 1,534,250 1,534 37,259 15,606
Net (loss) for period - - - (14,828)
------- ------- ------- -------
Balance
December 31, 1997 1,534,250 1,534 37,259 778
Issuance of common
Stock for cash 200,000 200 9,800 10,000
Cancellation of (500,000) (500) 500
Common shares
Net (loss) for period - - - (6,336)
------- ------- ------- -------
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1998
(With Cumulative Figures From Inception)
From inception
Year Ended August 29, 1995 to
December 31, 1998 December 31, 1998
CASH FLOWS PROVIDED BY OPERATING
ACTIVITIES
Net Loss $ (6,336) $ (44,351)
Noncash items included in net loss
Amortization 562
1,870
Increase in stock subscription
receivable 3,500 3,500
(Decrease) in Accounts payable 714 -
---------- -----------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 9,988 45,981
|
CASH FLOWS (USED) BY INVESTING
ACTIVITIES
Organizational costs - (2,800)
---------- -----------
NET CASH (USED) BY INVESTING
ACTIVITIES - (2,800)
CASH FLOWS FROM FINANCING ACTIVITIES
Sale (cancellation) of common stock (300) 1,234
Additional paid-in capital 10,300 59,706
Less offering costs - (12,147)
---------- -----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 10,000 48,793
NET INCREASE IN CASH 12 $ 12
===========
CASH AT BEGINNING OF PERIOD -
----------
CASH AT END OF PERIOD $ 12
==========
|
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE A: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of the state of Nevada. The business purpose of the Company is to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based upon the nature of future transactions
NOTE B: ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C: OFFERING COSTS
The offering costs which were incurred by the Company in connection with a public stock offering were offset against the net offering proceeds of the stock offering.
NOTE D: PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and sold 534,250 shares of its common stock at $.08 per share and received net proceeds of $40,103 from that offering. The net proceeds will be used to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
NOTE E: OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the maintenance and repair are charged against operations. Renewals and betterments that materially extend the life of the assets are capitalized.
Depreciation of the equipment is provided for using the straight- line method over the estimated useful lives for both federal income tax and financial reporting.
All of the office equipment was sold and the existing operations were discontinued in 1997. The sale of the equipment resulted in an extraordinary loss of $5,091.
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 1998
NOTE F: RELATED PARTY TRANSACTIONS
The Company retained a shareholder to assist with the formation of the Company and issued 200,000 shares of its common stock for these services. These services were valued at $200 or $.001 per share.
The Company paid cash to a shareholder in the amount of $2,500 in connection with the formation of the Company and the preparation and implementation of the business plan.
NOTE G: USE OF 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.
To the Board of Directors and Stockholders
of Corporate Development Centers, Inc.
Las Vegas, Nevada
I have audited the accompanying balance sheet of Corporate Development Centers, Inc. ( development stage company) as of December 31, 1997 and the related statements of operations, cash flows and changes in stockholders' equity for the period from August 29, 1995 (date of inception) to December 31, 1997. These financial statements are the responsibility of Corporate Development Centers, Inc.'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 principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit of the financial statements provide a reasonable basis for my opinion.
In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Corporate Development Centers, Inc. of December 31, 1997 and the results of the operations, cash flows and changes in stockholders' equity for the period then ended, in conformity with generally accepted accounting principals.
David Coffey C.P.A.
June 16, 1998
CORPORATE DEVELOMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Organizational costs less accumulated
Amortization of $1,308 $ 1,492
------------
Total Assets $ 1,492
============
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts payable $ 714
------------
Total Liabilities 714
Stockholders' Equity
Common stock, authorized 25,000,000 shares
at $.001 par value, issued and outstanding
1,534,250 shares 1,534
Additional paid-in capital 37,259
Deficit accumulated during the
Development stage (38,015)
-------------
Total Stockholders' Equity 778
Total Liabilities and Stockholders' Equity $ 1,492
============
|
The accompanying notes are an integral part of these financial statements
-3O-
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
$ 0 $ 17,061
Expenses
Advertising 0 1,657
Amortization 564 1,308
Cleaning 0 1,803
Consulting 0 3,605
Depreciation 0 2,477
Fees 35 905
Insurance 0 414
Office expense 1,052 3,064
Rent 5,754 27,109
Professional fees 0 712
Telephone 1,974 5,731
Utilities 358 1,200
---------- -----------
Total expenses 9,737 49,985
Net Loss before extraordinary items (9,737) (32,924)
Extraordinary item:
Loss on sale of office furniture (5,091) (5,091)
---------- -----------
Net loss (14,828) $ (38,015)
===========
Retained earnings, (23,187)
----------
Deficit accumulated during
The development stage $ (38,015)
===========
|
The accompanying notes are an integral part of these financial statements
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM August 29, 1995 (Date of Inception) To December 31, 1997
Additional
Common Stock Paid-in
Shares Amount Capital Total
Balance
August 29, 1995 --- $ --- $ --- $ ---
Issuance of common
stock for cash 800,000 800 7,200 8,000
Issuance of common
stock for services 200,000 200 --- 200
Less net loss --- --- --- ---
___________ __________ __________ __________
Balance,
December 31, 1995 1,000,000 1,000 7,200 6,180
Issuance of common
stock for cash 534,250 534 42,206 42,740
less net loss --- --- --- (21,167)
Less offering costs --- --- (12,147) (12,147)
___________ __________ __________ __________
Balance,
December 31, 1996 1,534,250 $ 1,534 $ 37,259 $ 15,606
Less net loss --- --- --- ---
___________ __________ __________ __________
|
The accompanying notes are an integral part of these financial statements
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1997
(With Cumulative Figures From Inception)
From Inception,
Year ended August 29, 1995
December 31, To December 31,
1997 1997
------------ ---------------
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES
Net Loss $ (14,828) $ (38,015)
Noncash items included in net loss
Amortization 564 1,308
Depreciation 0 0
(Increase (Decrease) in:
Accounts payable 0 712
Deposits 2,660 0
---------- ----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES (11,604) (35,995)
CASH FLOWS USED INVESTING ACTIVITIES
Organizational costs 0 2,800
Equipment (11,191) 0
---------- ----------
NET CASH USED BY
INVESTING ACTIVITIES (11,191) 2,800
CASH FLOWS FROM FINANCING ACTIVITIES
Sale of common stock 0 1,534
Additional paid-in capital 0 49,406
Less offering costs 0 (12,147)
---------- ----------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 0 38,793
NET INCREASE IN CASH (413) $ (2)
CASH AT BEGINNING OF PERIOD 411 ===========
CASH AT END OF PERIOD $ (2)
(Reclassified as accounts ===========
payable)
|
The accompanying notes are an integral part of these financial statements
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company was incorporated on August 29, 1995 under the laws of the state of Nevada. The business purpose of the Company is to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
The Company will adopt accounting policies and procedures based upon the nature of future transactions.
NOTE B ORGANIZATION COSTS
Organization costs were capitalized and amortized over 60 months.
NOTE C The offering costs which were incurred by the Company in connection with a public stock offering were offset against the net offering proceeds of the stock offering.
NOTE D PUBLIC STOCK OFFERING
In March of 1996, the Company completed the stock offering and sold 534,250 shares of its common stock at $.08 per share and received net proceeds of $40,103 from that offering. The net proceeds will be used to provide executive office facilities and services and provide corporate registered agent service to Nevada corporations.
NOTE E OFFICE EQUIPMENT
Office equipment is carried at cost. Expenditures for the maintenance and repair are charged against operations. Renewals and betterments that materially extend the life of the asset are capitalized.
Depreciation of the equipment is provided for using the straight- line method over the estimated useful lives for both federal income tax and financial reporting.
All of the office equipment was sold and the existing operations were discontinued in 1997. The sale of the equipment resulted in a net loss of $11,191.
CORPORATE DEVELOPMENT CENTERS, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
December 31, 1997
NOTE F RELATED PARTY TRANSACTIONS
The Company has retained one of its shareholders to assist with the formation of the Company and issued 200,000 shares of its common stock for these services. These services were valued at $200 or $.001 per share.
The Company paid to pay one of its shareholders $2,500 in connection with the formation of the Company and the preparation and implementation of the business plan.
ARTICLES OF INCORPORATION
OF
CORPORATE DEVELOPMENT CENTERS, INC.
FIRST. The name of the corporation is:
CORPORATE DEVELOPMENT CENTERS, INC.
SECOND. Its registered office in the State of Nevada is located at 7604 Delaware Bay Drive, Las Vegas, Nevada 89128, that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada.
THIRD. The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
(C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law.
(D) Shall have the power to effect litigation in its own behalf and interest in any court of law.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate and mortgage or lease any such real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same and devise or bequest in the State of Nevada, or in any other state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of this business, and the calling and holding of meetings of its stockholders.
(I) Shall have power to dissolve itself.
(J) Shall have power to adopt and use a common seal or stamp, and alter the same. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more offices, and hold, purchase mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and foreign countries.
(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or
for charitable scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or
limited, or joint ventures in connection with any lawful activities.
FOURTH. The aggregate number of shares the corporation shall have authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par value one mil ($.001) per share, each share of common stock having equal rights and preferences, voting privileges and preferences.
FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as all be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to fewer than one (1).
The name and post office address of the first Board of Directors all be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
|
SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Stanley K. Stilwell 7604 Delaware Bay Drive
Las Vegas, Nevada 89128
|
EIGHTH. The resident agent for this corporation shall be:
STANLEY K. STILWELL
The address of said agent, and the registered or statutory address of this corporation is the state of Nevada shall be:
7604 Delaware Bay Drive
Las Vegas, Nevada 89128
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make,
alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one
(1) or more committees, each committee to consist of one or more of the
Directors of the Corporation, which, to the extent provided in the resolution,
or in the By-Laws of the Corporation, shall have and may exercise the powers
of the Board of Directors in the management of the business and affairs of the
Corporation. Such committee, or committees shall have such name, or names as
may be stated in the By-Laws of the Corporation , or as may be determined from
time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise as least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock 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.
TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided however, that the foregoing provision shall not eliminate or limit the liability or a director of officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts of omissions prior to such repeal or modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by stature, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporation hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 28th day of August, 1995.
___/s/___________________________ Stanley K. Stilwell |
STATE OF NEVADA )
: ss.
COUNTY OF CLARK )
On this the 28th day of August, 1995, in Las Vegas, Nevada before me, the undersigned, a Notary Public in and for Las Vegas, State of Nevada personally appeared Stanley K. Stilwell, known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same.
___/s/____________________________
Notary Public
I, Stanley K. Stilwell, hereby accept as Resident Agent for the
previously named Corporation.
__8/28/95__ _____/s/________________________
Date Stanley K. Stilwell
|
BYLAWS
OF
CORPORATE DEVELOPMENT CENTERS, INC.
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be located in the City of Las Vegas, Nevada, Clark County, State of Nevada.
SECTION 2. OTHER OFFICES. In addition to the principal office at 3172 Rainbow, Las Vegas, Nevada, other offices may also be maintained at such other place or places, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, where any and all business of the Corporation may be transacted, and where meetings of the stockholders and of the Directors may be held with the same effect as though done or held at said principal office.
ARTICLE II
MEETING OF THE STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders, commencing with the year 1995, shall be held at the registered office of the corporation, or at such other place as may be specified or fixed in the notice of said meetings in the month of or the month preceding the due date of the annual list of the officers and directors of the corporation at such time as the shareholders shall decide, for the election of directors and for the transaction of such other business as may properly come before said meeting.
SECTION 2. NOTICE OF ANNUAL MEETING. The Secretary shall mail, in the manner provided in Section 5 of Article II of these Bylaws, or deliver a written or printed notice of each annual meeting to each stockholder of record, entitled to vote thereat, or may notify by telegram, at least ten and not more than sixty (60) days before the date of such meeting.
SECTION 3. PLACE OF MEETING. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all stockholders may designate any place either within or without the State of Nevada, as the place for holder of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of Corporation in the State of Nevada, except as otherwise provided in Section 6, Article II of these Bylaws, entitled "Meeting of All Stockholders."
SECTION 4. SPECIAL MEETING. Special meetings of the stockholders shall be held at the principal office of the Corporation or at such other place as shall be specified or fixed in a notice hereof. Such meetings of the stockholders may be called at any time by the President or Secretary, or by a majority of the board of Directors then in office, and shall be called by the President with or without Board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the Corporation then outstanding and entitled to vote, which written request shall state the object of such meeting.
SECTION 5. NOTICE OF MEETING. Written or printed notice stating the
place, day and hour of the meeting and, in case of special meeting, the
purpose for which the meeting is called, shall be delivered not less than ten
(10) nor more than sixty (60) days before the date of the meeting, either
personally or by mail, by or at the direction of the President or the
Secretary to each stockholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the
United States mail, addressed to the stockholder at his/her address as it
appears on the records of the Corporation, with postage prepaid.
Any stockholder may at any time, by duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement by signed before or after such meeting.
SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall meet at any time and place, either within or without the State of Nevada, and co0nsent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken.
SECTION 7. QUORUM. At all stockholder's meetings, the presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven (7) nor more than twenty-one (21) days later, and the Secretary shall thereupon give at least three (3) days' notice by mail to each stockholders entitled to vote who is absent from such meeting.
SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the stockholder voting and the number of shares voted by him/her and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed.
SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or if only one shall be present, then that one shall have and may exercise all of t he powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six (6) months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years form the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until any instrument revoking it or duly executed proxy bearing a later date is filed with the Secretary of the Corporation. at no time shall any proxy be valid which shall be filed less than ten (10) hours before the commencement of the meeting.
SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three (3) days before each meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two (2) days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any stockholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the stockholders entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders.
SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OR RECORD DATE. For the
purpose of determining stockholders entitled to notice or to vote for any
meeting of stockholders, the Board of Directors of the corporation may provide
that the stock transfer books be closed for a stated period but not to exceed
in any case sixty (60) days before such determination. If the stock transfer
books be closed for the purpose of determining stockholders entitled to notice
of a meeting of stockholders, such books shall be closed for at least fifteen
(15) days immediately preceding such meeting. In lieu of closing the stock
transfer books, the Board of Directors may fix in advance a date in any case
to be not more than sixty (60) days, not less than ten (10) days prior to the
date on which the particular action, requiring such determination of
stockholders, is to be taken. If the stock transfer books are not closed and
no record date is fixed for determination of stockholders entitled to notice
of the meeting is mailed or the date on which the resolution of the board of
Directors declaring such dividend is adopted, as the case may be, shall be the
record of date for such determinations of shareholders.
SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation by prescribe, or in the absence of such provisions, the Board of Directors of such corporation may determine.
Shares standing the in name of deceased person may be voted by his/her administrator or executor, either in person or by proxy. Shares standing in the name of the guardian, conservator or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his/her name.
A stockholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to this corporation shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time.
SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be taken at a meeting of the stockholders or any other action which may be taken at a meeting of the stockholders except the election of directors may be taken without a meeting if a consent in writing setting for the action so taken shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.
SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote shall be entitled to one (1) vote upon each matter submitted to vote at a meeting of stockholders.
ARTICLE III
DIRECTORS
SECTION 1. GENERAL POWERS. The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, Articles of Incorporation and the laws of the State of Nevada. The Board of Directors shall further have the right to delegate certain other powers to the Executive Committee as provided in these Bylaws.
SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this Corporation shall be managed by a Board of Directors consisting of not less than one (1) or more than seven (7), until changed by amendment to these Bylaws adopted by the shareholder amending this Section 2, Article III, and except as authorized by the Nevada Revised Statutes, there shall in no event be less than one (1) Director.
SECTION 3. ELECTION. The Directors of the Corporation shall be elected at the annual meeting of the stockholders except as hereinafter otherwise provided for the filling of vacancies. Each Director shall hold office for a term of one (1) year and until his successor shall have duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided.
SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of directors, shall be filled for the unexpired portion they constitute a quorum, at any special meeting of the Board called for that purpose, or at any regular meeting thereof; provided, however, that in the event the remaining directors do not represent a quorum of the number set forth in Section 2 hereof, a majority of such remaining directors may elect directors to fill any vacancies.
SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors shall be held each year immediately following the annual meeting of the stockholders. Other regular meetings of the Board of Directors shall from time to time by resolution be prescribed. No further notice of such annual or regular meeting of the Board of Directors need be given.
SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President of any Director. The person or persons to call meetings of the Board of Directors may fix any place, either within or without the State of Nevada, as the place for holding any special meeting of the Board of Directors called by them.
SECTION 7. NOTICE. Notice of any special meeting shall be given at least twenty-four (24) hours previous thereto by written notice if personally delivered, or five (5) days previous thereto if mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegram company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waive of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the President shall serve as Chairman, or in the absence of the president, the Directors present shall choose by majority vote a Director to preside as Chairman.
SECTION 9. QUORUM AND MANNER OF ACTING. A majority of Directors, whose number is designated in Section 2 herein, shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the Directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the Directors present may adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting need not be given. The Directors shall act only as a Board and the individual Directors shall have no power as such.
SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the Directors may be removed either with or without cause at any time by the vote or written consent of the stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power.
SECTION 11. VOTING. At all meetings of the Board of Directors, each Director is to have one (1) vote, irrespective of the number of shares of stock that he may hold.
SECTION 12. COMPENSATION. By resolution of the Board of Directors, the Directors may be paid their expenses, if any of attendance of each meeting of the Board, and may be paid a fixed sum for attendance at meetings or a stated salary of Directors. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
SECTION 13. PRESUMPTION OF ASSENT. A Director of the Corporation who is present at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall file forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
ARTICLE IV
EXECUTIVE COMMITTEE
SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its' discretion, appoint from it's membership an Executive Committee of one (1) or more Directors, each to serve at the pleasure of the Board of Directors.
SECTION 2. AUTHORITY. The Executive Committee is authorized to take any action which the Board of Directors could take, except that the Executive Committee shall not have the power either to issue or authorize the issuance of shares of capital stock, to amend the Bylaws, or a resolution of the Board of Directors. Any authorized action taken by the Executive Committee shall be as effective as if it had been taken by the full Board of Directors.
SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee may be held within or without the State of Nevada at such time and place as the Executive Committee may provide from time to time.
SECTION 4. SPECIAL MEETINGS. Special meetings of the Executive Committee may be called by or at the request of the President or any member of the Executive Committee.
SECTION 5. NOTICE. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice, telephone, telegram, or in person. Neither the business to be transacted, nor the purpose of a regular or special meeting of the Executive Committee need be specified in the notice of waiver of notice of such meeting. A member may waive notice of any meeting of the Executive Committee. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 6. QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee; provided that if fewer than a majority of the members are present at said meeting a majority of the members present may adjourn the meeting from time to time without further notice.
SECTION 7. MANNER OF ACTING. The act of the majority of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee, and said Committee shall keep regular minutes of it's proceedings which shall at all times be open for inspection by the Board of Directors.
SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member of the Executive Committee who voted in favor of such action.
ARTICLE V
OFFICERS
SECTION 1. NUMBER. The officers of the Corporation shall be a President, Vice President, a Treasurer and Secretary and such other or subordinate officers as the Board of Directors may from time to time elect. One (1) person may hold the office and perform the duties of one or more of said officers. No officer need to a member of the Board of Directors.
SECTION 2. ELECTION, TERM OF OFFICE, QUALIFICATIONS. The officers of the Corporation shall be chosen by the Board of Directors and they shall be elected annually at the meeting of the Board of Directors held immediately after such annual meeting of the stockholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold his/her office until his/her successor has been duly chosen and has qualified, or until his/her death, or until he/she resigns or has been removed in the manner hereinafter provided.
SECTION 3. REMOVALS. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors at any time whenever in its' judgment the best interests of the Corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, or the person so removed.
SECTION 4. VACANCIES. All vacancies in any office shall be filled by the Board of Directors without undue delay, at any regular meeting, or at a meeting specifically called for that purpose.
SECTION 5. PRESIDENT. The President shall be the Chief Executive Officer of the Corporation and shall have general supervision over the business of the Corporation and over its' several officers, subject, however, to the control of the Board of Directors. He/she may sign, with the Treasurer or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him/her by the Board of Directors.
SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or incapacity of the President, or as ordered by the Board of Directors, perform the duties of the President, or such other duties or functions as may be given to him by the Board of Directors from time to time.
SECTION 7. TREASURER. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and deposit the same in the name of the Corporation in such bank or trust company as the Board of Directors may designate; he may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the Board of Directors, and may sign or countersign all notes or other obligations of indebtedness of the Corporation; he/she; may sign with the President or Vice President, certificates for shares of stock of the Corporation; he/she shall at all reasonable times exhibit the books and accounts to any director or stockholder of the Corporation under application at the office of the Company during business hours; and he/she shall, in general, perform all duties as from time to time to him/her by the President or by the Board of Directors. The Board of Directs may at its discretion require that each officer authorized to disburse the funds of the Corporation be bonded in such amount as it may deem adequate.
SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of the stockholders, he/she shall attend to the giving and serving of all notices of the Corporation and shall affix the seal of Corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; he/she may sign certificates for shares of stock of the Corporation; he/she may sign or countersign all checks, drafts and orders for the payment of money; he/she shall have charge of the certificate book and such other books and papers as the Board may direct; he/she shall keep a stock book containing the names alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereof, and he/she shall 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.
SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case.
SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers shall respectively, as may be required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or Vice President certificates for shares of the capital stock of the Corporation, issued of which shall have been authorized by resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as may be assigned to them by the Treasurer or the Secretary respectively, or by the President or by the Board of Directors.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND DIRECTORS
Except as hereinafter stated otherwise, the Corporation shall indemnify all of its' officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers and directors of this Corporation.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its' name unless authorized by the Board of Directors or approved by loan committee appointed by the Board of Directors and charged with the duty of supervising investments. Such authority may be general or confined to specific instances.
SECTION 3. CHECKS, DRAFTS, ETC. A check, draft or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolutions of the Board of Directors.
SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VIII
CAPITAL STOCK
SECTION 1. CERTIFICATE FOR SHARES. Certificates for shares of stocks of the Corporation shall be in such form as shall be approved by the incorporators or by the Board of Directors. The certificates shall be numbered in the order of their issue, shall be signed by the President or Vice President and by the Secretary or the Treasurer, or by such other person or officer as may be designed by the Board of Directors; and the seal of the Corporation shall be affixed thereto, which said signatures of the duly designed officers and of the seal of the Corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a Transfer Agent to be appointed by the Board of Directors, before issuance.
SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the Corporation, signed by the person appearing by the certificate to the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed and shall be transferable on the books of the Corporation upon surrender thereof so signed or endorsed. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all rights of ownership with respect to such shares.
SECTION 3. REGULATIONS. The Board of Directors may make such rules and regulations as it may deem expedient not inconsistent with the Bylaws of with the Articles of Incorporation, concerning the issue, transfer and registration of the certificates for shares of stock of the Corporation. It may appoint a transfer agent or registrar of transfers, or both, and it may require all certificates to bear the signature of either or both.
SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issue thereof, require the owner of such lost or destroyed certificate or certificates, or his/her legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed.
ARTICLE IX
DIVIDENDS
SECTION 1. The Corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada.
SECTION 2. Dividends on the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law.
SECTION 3. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifteen (15) days preceding the date fixed for holding any meeting, annual or special of the stockholders, or the day appointed for the payment of a dividend.
SECTION 4. Before payment of any dividend or making any distribution of profits, there may be set aside out of funds of the Corporation available for dividends, such sum or sums as the Directors may from time to time, in their absolute discretion think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any such other purpose as the Directors shall think conducive to the interest of the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created.
ARTICLE X
SEAL
The Board of Directors shall provide a Corporate Seal which shall be in the form of a circle and shall bear the full name of the Corporation, the year of its' incorporation and the word "Corporate Seal, State of Nevada".
ARTICLE XI
FISCAL YEAR
The fiscal year of the Corporation shall end on the 31st day of December of each year.
ARTICLE XII
WAIVER OF NOTICE
Whenever any notice whatever is required to be given under the provisions of these Bylaws, or under the laws of the State of Nevada, or under the provisions of the Articles of Incorporation, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the stockholders by a vote of the stockholders owning a majority of the shares and entitled to vote thereat. These Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors of the Corporation (if notice of such alteration or repeal be contained in the notice of such special meeting) by a majority vote of the Directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of any amendment adopted by the stockholders.
KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary of CORPORATE DEVELOPMENT CENTERS, INC., a Nevada corporation hereby acknowledges that the above and foregoing Bylaws were duly adopted as the Bylaws of said Corporation on _________, 199__.
IN WITNESS WHEREOF, I hereunto subscribe my name this _____ day of __________, 199__.
/s/ /s/ ______________________________ ___________________________________ JIM ROSTAD, PRESIDENT/DIRECTOR JUDY ROSTAD, SEC/TREASURER/DIRECTOR |