As filed with the Securities and Exchange Commission on April 17, 2001
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
UNDER
THE SECURITIES ACT OF 1933
Nevada 1520 33-0730042
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Number) Identification No.)
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Copies to:
Iwona J. Alami, Esq.
Law Offices of Iwona J. Alami
120 Newport Center Dr., Suite 200
Newport Beach, California 92660
Telephone: (949) 760-6880
Facsimile (949) 760-6815
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis under Rule 415 under the Securities Act of 1933, as amended, check the following box: [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, please
check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
[ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
Proposed Proposed
Maximum Maximum
Title of Each Amount Offering Aggregate Amount of
Class of Securities To Be Price Per Offering Registration
To Be Registered Registered(1) per Security(1) Price Fee
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Common Stock, $.001
par value 2,000,000 $.20 $400,000 $100.00
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Common Stock, $0.001
par value offered by
selling shareholders 600,000 $0.20 $120,000 $30.00
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Common Stock, $0.001
par value underlying
Common Stock Purchase
Warrant, $0.001
exercise price (3) 50,000 $0.001 $50 $0.01
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Total 2,650,000 $520,050 $130.01
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(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457.
(2) Paid herein by electronic transfer.
(3) Represents Common Stock issuable upon exercise of the Common Stock
Purchase Warrant issuable to Iwona J. Alami for legal services ("Alami
Warrant"). Pursuant to Rule 416 promulgated under the Securities Act of
1933, this Registration Statement also covers any additional shares of
Common Stock which may become issuable by reason of the antidilution
provisions of the Alami Warrant.
The registrant will amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting under Section 8(a), may determine.
Information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any state.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED April 17, 2001
TIME LENDING, CALIFORNIA, INC
2,600,000 Shares of Common Stock
Time Lending, California, Inc., a Nevada corporation (referred to as "we", "TLC" or the "Company", includes our operating subsidiaries unless otherwise noted) is offering on a self-underwritten, best efforts basis, with no minimum, 2,000,000 shares of our Common Stock, for an initial offering price of $0.20 per share; the 600,000 shares of our Common Stock are being offered by certain selling shareholders identified in this prospectus for an offering price of $0.20 per share (collectively,the "Offering"). We will not receive any proceeds from the sale of the shares by the selling shareholders. Selling shareholders will be responsible for their own selling expenses, other than the expenses of this offering.
The shares will be sold by our officers and directors. No one has agreed to buy any of our shares, and there is no assurance that any sales will be made. Even if not all, or very few, of the 2,600,000 shares are sold, we will not refund any payments for the shares. There is no minimum amount of shares we must sell and no money raised from the sale of our stock will go into escrow, trust or another similar arrangement. The offering will remain open until December 31,2001, unless we decide to cease selling efforts prior to this date.
Prior to this offering there has been no public market for the trading of the shares, and it is possible that no such market will develop or trading will commence for a substantial period of time after the closing of this offering. We expect one or more brokers to trade our shares and to apply for the approval of the shares for quotation on the NASD Over-the-Counter Bulletin Board, but there is no assurance that we will be able to secure such listing. The price of the shares has been determined solely by us, and does not bear any direct relationship to our assets, operations, book value or other established criteria of value.
Our principal executive offices are located at 1040 E. Katella Ave., Suite B1, Orange, California 92867 and our phone number is (714)288-5901.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Per Share Total
Public offering price........................ $.20 $520,000(1)(2)
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(1) The expenses of this offering, including filing, printing, legal,
accounting, transfer agent, estimated at $30,000, will be deducted from
the total proceeds to us.
(2) Includes the proceeds of the sale of 600,000 shares of certain
selling shareholders of $120,000, which will not be received by us.
The selling shareholders will be responsible for their own selling
expenses, other than the expenses of this offering of approximately
$30,000.
The date of this prospectus is April 17, 2001
YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND SEEKING OFFERS TO BUY, SHARES OF COMMON STOCK ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE COMMON STOCK.
Table of Contents
Page Page
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Summary..............................1 Management.........................15
Risk Factors.........................3 Executive Compensation.............16
Use of Proceeds......................9 Principal Stockholders.............17
Dividend Policy......................10 Description of Securities..........18
Determination of Offering Price .....10 Shares Eligible for Future Resale..19
Dilution of the Price Paid Plan of Distribution...............19
for the Shares....................10 Legal Matters......................20
Capitalization.......................11 Experts............................20
Management's Discussion and Where You Can Find
Analysis of Financial Condition Additional Information..........20
and Results of Operations.........12 Index to Financial Statements......21
Business.............................14
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TIME LENDING CALIFORNIA, INC., referred to in this prospectus as the Company, we or us, is engaged through its subsidiaries in the real estate management and direct mailing for mortgage companies and similar businesses. We were incorporated in the state of California on November 5, 1996 and we reincorporated in the state of Nevada in December 29, 2000 by merging with Time Lending California, Inc., a Nevada corporation. Our executive offices are located at 1040 E. Katella Ave., Suite B1, Orange, California 92867. Our telephone number is (714) 288-5901. We refer to prospective investors as you or the investor(s).
Because this is only a summary, it does not contain all the information that may be important to you. You should read the entire prospectus, specially "Risk Factors," beginning on Page 8, and the Consolidated Financial Statements and Notes, before deciding to invest in our common stock.
Generally about us
We, Time Lending, California, Inc. ("we" or "TLC"), are a Nevada company which was originally incorporated in the state of California in 1996 and reincorporated to the state of Nevada in December, 2000. We have not had independent operations until July 20, 2000. We were the only operating subsidiary of Time Financial Services, Inc., a Nevada corporation ("TFS") until July 20, 2000 when our company was sold to Michael Pope and Philip La Puma, as part of the share exchange transaction in which TFS acquired a private company, and subsequently changed its name to Interruption Television, Inc. Messrs. Pope and La Puma are our principal shareholders, officers and directors.
We are a real estate and mortgage company with Mr. Pope as the sole broker. Mr. Pope is an approved broker for Countrywide Mortgage, 1st Union, Homeside Mortgage, North American Mortgage, World Class Mortgage and various others. We generate our loan business through the marketing efforts of the Direct Mail Marketing Division which sends out mail pieces on behalf of TLC under the dba of Signature Marketing. In addition to mortgages, we buy and sell real estate for profit. We currently own three single family homes in California and Nevada. We intend to buy and sell homes in its normal course of business. We plan to purchase foreclosures, repair them and resell them at market, capturing a gain on sales.
We expect to incur substantial expenses in the above stated phases of operations before we realize any revenues from our efforts. Because we are in the very early stages of implementing our business plan, we cannot indicate now if we will ever be profitable.
We now operate three major income producing segments through our three subsidiaries described below.
Time Management Inc. ("TMI"), a Nevada corporation is our wholly-owned subsidiary located in Orange, California. TMI is a real estate management company, which currently manages our properties in California and Nevada.
Tenth Street Inc. ("TSI"), a Nevada corporation and our wholly-owned subsidiary, is a data company that sells and furnishes data and list management to the direct mail customers of Time Management and Time Marketing Associates. Data consists of the names and addresses of customers that represent the target market for new mortgage originations. TSI acts as a "data broker" buying data at wholesale and selling it retail. This includes obtaining counts for certain selects of data, downloading, interpreting and printing lists.
We have set up our own direct mail business with our third wholly-owned subsidiary, Time Marketing Associates, Inc. ("TMA"). TMA operates under the dba of Signature Marketing. Through Signature Marketing, we prepare direct mail pieces for mortgage companies and mail them to borrowers. This business appears to be growing rapidly in light of lower mortgage rates, which increased the number of refinancings of mortgages and increased the need for direct mail as well. We anticipate that such situation should be lasting for at least the first six months of calendar 2001. We anticipate that this will afford us the opportunity to obtain many new customers that should enable us to continue to grow even if the economic conditions should change to our disadvantage.
The Offering
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Securities offered................ 2,600,000 shares of common stock.
Common stock outstanding
prior to the offering............. 1,250,000 shares (includes 600,000 offered
by selling shareholders)
Common stock to be outstanding
after the offering................ 3,250,000 shares*
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* Excludes 50,000 shares issuable upon the exercise of the Alami Warrant.
Terms of the offering............. There is no minimum offering.
Accordingly, as we sell shares of
common stock, we will use the proceeds
for our activities. The offering will
remain open until December 31, 2001, unless
we decide to cease selling efforts prior
to this date.
Use of proceeds................... We intend to use the net proceeds of this
` offering as follows:
o Expanded marketing of the direct mail marketing
division (as Signature Marketing).
o Expanded direct mail marketing and the hiring of
added loan originators for the mortgage division.
o Working capital and general corporate purposes.
Plan of distribution.............. This is a direct participation with no
minimum offering. We have not accepted
commitments from prospective purchasers
of our shares. The shares will be offered
and sold by our principal executive officers
and directors, although we may retain the
services of one or more NASD registered
broker-dealers as selling agent(s) to
effect offers and sales on our behalf.
We have not retained a registered broker-
dealer as of the date of this filing.
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An investment in our common stock is speculative in nature and involves a high degree of risk. You should carefully consider the following risks and the other information contained in this prospectus before investing in the common stock offered hereby. The price of our common stock could decline due to any of these risks, and you could lose all or part of your investment. You also should refer to the other information included in this prospectus, including the financial statements and related notes thereto. In addition, the risks described below are not the only ones facing us. We have described only the risks we consider material. However, there may be additional risks that we view as not material or of which we are not presently aware.
If any of the events described below were to occur, our business, prospects, financial condition or results of operations or cash flow could be materially adversely affected. When we say that something could or will have a material adverse effect on it, we mean that it could or will have one or more of these effects.
This prospectus may contain certain forward-looking statements and information relating to us that are based on beliefs and its principals as well as assumptions made by and information currently available to them. These statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, expansion opportunities, and profitability. When used in these documents, the words "anticipate," "feel," "believe," "estimate," "expect," "plan," and "intend" and similar expressions, as they relate to us or our principals, are intended to identify forward-looking statements. Such statements reflect the current view of respecting future events and are subject to certain risks, uncertainties, and assumptions, including the meaningful and important risks and uncertainties noted, particularly those related to our operations, results of operations, and growth strategy, liquidity, competitive factors and pricing pressures, changes in legal and regulatory requirements, general economic conditions, and other factors described in this prospectus.
We cannot assure you that we will ever become or remain profitable. Our future profitability will depend on economic conditions impacting housing industry. We cannot be certain that we will be able to accurately predict our revenues, particularly due to the general uncertainty of current economic situation.
The real estate sales industry is cyclical and affected by changes in general and local economic conditions including employment levels, demographic considerations, availability of financing, interest rate levels, consumer confidence and housing demand. The risks inherent in purchasing and selling real property and loan origination increase as consumer demand for housing decreases. Because of the long-term financial commitment involved in purchasing a home, general economic uncertainties tend to result in more caution on the part of home buyers, which, in turn, tends to result in fewer home purchases and negative impact on our other operations related to real estate.
Increases in interest rates and a decrease in the availability in financing could result in significantly fewer sales of our homes and could affect our results of operations.
Virtually all purchasers of the homes we sell finance their purchases with mortgage financing from lenders. In general, housing demand is adversely affected by increases in interest rates, unavailability of mortgage financing, increasing housing costs and unemployment. If mortgage interest rates increase and the ability of prospective buyers to finance home purchases is adversely affected, our residential real estate sales, gross margins and net income may be adversely affected.
Since our operations are concentrated in Southern California and Nevada, any economic downturn in this region of California and Nevada could materially adversely affect our operations.
We have experienced, and expect to continue to experience, significant variability in sales and net income. Factors that contribute to variability of our results include:
o the condition of the real estate markets and economies in which we operate;
o the cyclical nature of the real estate sales industry and changes in prevailing interest rates;
o conditions of supply and demand in local markets;
o weather conditions and natural disasters, such as hurricanes, earthquakes and wildfires;
o changes in government regulations;
o increases in real estate taxes and other local government fees.
Our historical financial performance is not necessarily a meaningful indicator of future results and, in general, our financial results will vary from fiscal quarter to fiscal quarter.
We may not be able to compete successfully against current and future competitors.
The sale of residential properties and loans is highly competitive and fragmented. We compete for residential sales on the basis of a number of interrelated factors, including location, reputation, amenities, design, quality and price, with numerous other buyers.
Our independent certified public accountants have pointed out that we have a negative working capital such that our ability to continue as a going concern is dependent upon obtaining additional capital and financing for our planned operations. We can give no assurance that even if obtain proceeds from this offering that we will be able to meet our cash requirements from these sources. If our capital requirements or cash flow vary significantly from our current estimates or if unforeseen circumstances occur, we may require additional financing sooner than we currently anticipate. Our failure to raise these funds may:
o restrict our growth;
o limit our development of or improvements to existing products
and services;
o limit our ability to take advantage of future opportunities;
o lessen our ability to compete; and
o limit our ability to continue operations.
We can give no assurance that additional financing will be available to us, if needed, or that it will be available on terms acceptable to us. In addition, any sale of our equity securities may involve substantial dilution to our then-existing shareholders.
Since we have not paid any dividends on our common stock and do not intend to do so in the foreseeable future, a purchaser in this offering will only realize an economic gain on his or her investment from an appreciation, if any, in the market price of our common stock.
The loss of our two significant employees and officers may adversely affect our growth objectives. Our success in achieving our growth objectives depends upon the efforts of Messrs. Pope and La Puma, our President and Secretary/Treasurer, respectively. The loss of services of these individuals may have a material adverse effect on our business, financial condition and results of operations. We can give no assurance that we will be able to maintain and achieve our growth objectives should we lose these individuals' services.
We may, in the future, issue additional shares of our common stock which would reduce investors percent of ownership and may dilute our share value. Our Articles of Incorporation authorize the issuance of 20,000,000 shares of common stock, par value $0.001 per share. The future issuance of all or part of our remaining authorized common stock may result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common or preferred stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors, and might have an adverse effect on any trading market for our common stock.
In the future, the authorization of our preferred stock may have an adverse effect on the rights of holders of our common stock. We may, without further action or vote by our shareholders, designate and issue shares of our preferred stock. The terms of any series of preferred stock, which may include priority claims to assets and dividends and special voting rights, could adversely affect the rights of holders of the common stock and thereby reduce the value of the common stock. The designation and issuance of preferred stock favorable to current management or shareholders could make the possible takeover of us or the removal of our management more difficult and discharge hostile bids for control of us which bids might have provided shareholders with premiums for their shares.
Our officers and directors have limited liability and have indemnity rights. Our Articles of Incorporation and By-Laws provide that we may indemnify our officers and directors against losses sustained or liabilities incurred which arise from any transaction in that officer's or director's respective managerial capacity unless that officer or director violates a duty of loyalty, did not act in good faith, engaged in intentional misconduct or knowingly violated the law, approved an improper dividend, or derived an improper benefit from the transaction.
The offering is self-underwritten. This means we will not engage the services of an underwriter to sell the shares. We intend to sell the shares through the efforts of our officers, and we will not pay any commissions. Without the services of a professional finance firm, it is possible that we will not sell all the shares offered. If the Company does not raise the full amount being sought, it will have to modify its business plan to reduce its proposed expenditures. A substantial reduction in the business plan may impair the business and financial ability of the company and require it to cease operations.
This offering is being made without an underwriter, therefore, it is possible that the we will not sell all the shares offered.
There may exist certain conflicts of interest, since 2,000,000 shares are being sold to the public by our officers and directors, who also are selling 600,000 shares of their own. Since there is no minimum set for our offering, it is possible that the selling shareholders will sell their shares before any of 2,000,000 shares are being sold.
Future sales of shares by our principal stockholders could adversely affect the market price of our common stock.
After completion of this offering, there will be 3,250,000 shares of our common stock outstanding, of which 1,250,000 shares, or 32.5%, will be held by our directors, officers and principal stockholders. Of this amount, no shares may be sold in the public market from time to time, without registration, subject to limits on the timing, amount and method of these sales imposed by the securities laws under Rule 144. After July 20, 2001, Messrs. Pope and La Puma may sell their shares subject to volume limitations of Rule 144. You should be aware that the possibility of sales may, in the future, have a depressive effect on the price of the common stock in any market which may develop and, therefore, the ability of any investor to market his shares may depend upon the number of shares that are offered and sold. Moreover, the perception in the public markets that these sales by principal stockholders might occur could also adversely affect the market price of our common stock.
The offering price has been arbitrarily established by the board of directors. It is not based on market factors, business appraisal or other established criteria of business valuation. We have not consulted with any finance professionals to determine the offering price.
There has been no prior market for our common stock and the market price of the shares may fluctuate.
There has been no market for our common stock prior to this offering. The price of our common stock after the offering may fluctuate widely and may trade at prices significantly below its initial public offering price. We cannot guarantee that a trading market for our common stock will develop or, if a market does develop, the depth of the trading market for the common stock or the prices at which the common stock will trade.
There can be no assurance that a public market will develop for the common stock.
We plan to take action so that our common stock will trade on the Over-the-Counter Bulletin Board, operated by NASDAQ. Because the OTC BB is a broker driven market, before our stock may be listed and quoted, brokers must apply for it to be listed and then establish market levels for it to trade. We must wait until brokers take the appropriate action before our common stock will trade in that market. There can be no assurance that a market will develop for the common stock.
Investors may be able to resell the shares acquired in the offering in the public markets.
The application of the "penny stock regulation" could adversely affect the market price of our common stock. Our securities may be deemed a penny stock. Penny stocks generally are equity securities with a price of less than $5.00 per share other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. Our securities may be subject to "penny stock rules" that impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the "penny stock rules" require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker- dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the "penny stock rules" may restrict the ability of broker-dealers to sell our securities and may have the effect of reducing the level of trading activity of our common stock in the secondary market. The foregoing required penny stock restrictions will not apply to our securities if such securities maintain a market price of $5.00 or greater. We can give no assurance that the price of our securities will reach or maintain such a level.
SUMMARY FINANCIAL DATA
The information below should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the accompanying financial statements and notes included in another section of this prospectus. The as adjusted column reflects the sale of 2,000,000 shares of common stock in this offering at an assumed offering price of $.20 per share, after deducting the estimated offer. It excludes any sale of 600,000 shares by selling shareholders.
Time Lending, California, Inc.
Balance Sheet
Unaudited
Dec. 31, 2000
Dec. 31 Dec. 31
ASSETS: Actual As Adjusted
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Current Assets:
Cash and cash equivalents $ 78,510 $ 448,510
Total Current Assets 78,510 $ 448,510
Property and Equipment:
- net of accumulated depreciation of $27,131 4,789 4,789
Total Fixed Assets 4,789 4,789
Other Assets:
Deposits 110 110
Property investment 296,699 296,699
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Total Other Assets 296,809 296,809
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TOTAL ASSETS $ 380,108 $ 750,108
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LIABILITIES AND STOCKHOLDERS' EQUITY:
-------------------------------------
Current Liabilities:
Accounts payable $ 26,268 $ 26,268
Accrued expenses 1,487 1,487
Notes payable - Shareholders 81,000 81,000
Current portion of long-term debt 6,532 6,532
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Total Current Liabilities 115,287 115,287
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Long-Term Debt 261,125 261,125
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TOTAL LIABILITIES 376,412 376,412
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Stockholders' Equity:
Common stock, no par value; 1,000 shares authorized,
1,000 issued and outstanding forward split to
1,000,000 shares plus 250,000 shares sold 12-29-00
and 2,000,000 shares sold in offering 251 400,251
Retained earnings (deficit) 3,445 (26,555)
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Total Stockholders' Equity 3,696 373,696
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 380,108 $ 750,108
========== ==========
Book Value Per Share 0.00296 0.115
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USE OF PROCEEDS
If all the shares are sold, we estimate that we will receive proceeds from the sale of our common stock in this offering of approximately $370,000, after deducting the expenses payable by us estimated at $30,000. We intend to use those proceeds approximately as follows:
Application Amount Percent of Net Proceeds
----------- -------- -----------------------
o Direct Mail Marketing (Time Marketing) $ 92,500 25%
o Real Estate Investment/Development $ 74,000 20%
o Mortgage Marketing and Expansion $ 55,500 15%
o Working capital and general
corporate purposes $148,000 40%
Total $370,000 100.0%
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None of the proceeds from the sale of shares by selling shareholders will be used by us. The expanded marketing requirements of our company business plan will allow for seizing the opportunity in the current market brought about by lower long term interest rates. For direct mail marketing, we will conduct a mailing campaign monthly to mortgage broker and lenders nationally to build the number of clients that we service. We anticipate that consistent marketing over a twelve month period should result in the doubling of our direct mail marketing revenues. We plan to develop subprime marketing lists in TSI that should help secure direct mail business after the refinance boom slows later in the year, as we expect.
In addition, we intend to mail directly to consumers on behalf of our Mortgage Division and increase loan commission revenues. These mailings will benefit both the Mailing and the Mortgage Divisions.
Initial development expenses are expected to be the costs associated with locating and contracting with persons to carry out our chosen means of development or realization on investment. We believe that we will need considerable amounts of additional capital for any actual development of the property unless the developmental means is one that we lease or otherwise employ the capital of others in exchange for income or purchase price payments.
The working capital requirements of our company includes general administrative expenses, salaries, corporate overhead, office rental expense, accounting and professional expenses and similar expenses.
Proceeds not immediately required for the purposes described above will be invested principally in United States government securities, short-term certificates of deposit, money market funds or other short-term interest-bearing investments.
Based upon our current business plan, we believe that the funds generated by this offering will be sufficient to fund the foregoing applications for at least twenty four months after receipt of the funds.
Although we have made allocations for the use of the net proceeds of the offering, management may change the allocations in its sole discretion based on the amount of funds actually received. If less than all the shares are sold, we will delay the expenses associated with property investment. We also would reduce the working capital allocation and try to reduce the other anticipated expenses, especially in the area of expansion. Significant reductions in our business plan or delays in taking action may impair our ability to implement our business plan causing us to curtail all or substantial parts of our potential business operations
In addition to changing allocations because of the amount of proceeds received, we may change the uses of proceeds because of required changes in our business plan or management decisions based on arbitrary decision making. Investors should understand that we have wide discretion over the use of proceeds. Therefore, our decisions may not be in line with the initial objectives of investors who will have little ability to influence these decisions other than through the process of changing the directors of the Company.
DIVIDEND POLICY
We expect to retain all earnings generated by our operations, if any, for the development and growth of our business. We do not anticipate paying any cash dividends to our stockholders in the foreseeable future. The payment of future dividends on the common stock and the rate of such dividends, if any, will be determined by our board of directors in light of our earnings, financial condition, capital requirements and other factors.
DETERMINATION OF OFFERING PRICE
The price of the shares was arbitrarily determined in order for the Company to raise up to a total of $400,000 in this offering. The offering price bears no relationship whatsoever to our assets, earnings, book value, or other established criteria of value. We also did not consult finance professionals to help establish the offering price. There is no assurance that the price paid for a share in the offering will be recoverable by a sale of the share in the public market, or that a public market will value the company as we have determined its value.
DILUTION OF THE PRICE PAID FOR THE SHARES
At December 31, 2000, we had a pro forma net tangible book value of $3,696 or $.00296 per share of common stock as adjusted for the forward split. Net tangible book value is equal to total tangible assets minus total liabilities. Our net tangible book value per share is calculated by dividing our net tangible book value by 1,250,000, the total number of shares of common stock outstanding.
At December 31, 2000, after giving pro forma effect to the sale of 250,000 at par value on December 29, 2000, and 2,000,000 shares of common stock in this offering at an assumed initial public offering price of $.20 per share and the receipt by us of the net proceeds from this offering, our pro forma net tangible book value at December 31, 2000 would have been approximately $373,696, or approximately $.115 per share of common stock. The dilution is $.085 per share, or approximately 42.5%, less than the price you are paying per share in this offering. The following table illustrates this dilution:
Assumed public offering price per share........................$.20
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Net tangible book value per share of common stock
as of December 31, 2000........................................$.00296
Increase per share attributable to sale of common
stock in this offering.........................................$.112
--------
Pro forma net tangible book value per share of
common stock after this offering...............................$.115
Dilution per share of common stock to investors
in this offering...............................................$.085
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The public offering price is substantially higher than the pro forma net tangible book value per share. Investors will incur immediate and substantial dilution.
The following table summarizes the number and percentage of shares purchased, the amount and percentage of consideration paid and the average price per share of common stock paid by our existing stockholders and by new investors in this offering:
Total
Number of Percent of Consideration Percentage of
Price Per Share Shares Held** Ownership Paid Consideration
--------------- ------------- --------- ------------- -------------
Existing Stockholders $ .0002008 1,250,000 * 38.5% $ 251 .1%
Investors in this offering $ .20 2,000,000 61.5% $400,000 99.9%
---------- --------- ------ -------- ------
Total $0.0667 3,250,000 100.0% $400,251 100%
========== ========= ====== ======== ======
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* 250,000 common stock issued December 29, 2000. ** Excludes 50,000 shares issuable upon exercise of the Alami Warrant.
CAPITALIZATION
The following table sets forth our capitalization. The actual column shows our capitalization as of December 31, 2000. The pro forma column shows our capitalization on December 31, 2000, on a pro forma basis adjusted to reflect our reorganization, the issuance of 2,000,000 shares of common stock in this offering at an assumed public offering price of $.20 per share.
December 31, 2000
--------------------------
Actual As Adjusted
----------- -----------
Short Term Debt $ 114,953 $ 114,953
Stockholders' Equity
Common stock - $.001 par value, 20,000,000 shares
authorized, 1,250,000 shares issued and
outstanding; 3,250,000 issued and outstanding as
adjusted 251 251
----------- -----------
Paid in Capital 400,000
Accumulated Retained Earnings (Deficit) 3,696 (26,555)
Total Stockholder's Equity 3,696 373,696
Total Capitalization $ 121,646 $ 481,646
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Time Lending, California, Inc. was formerly the wholly-owned, operating subsidiary of Time Financial Services, Inc., a Nevada corporation. A share exchange transaction pursuant to the share exchange agreement signed between Time Financial Services, Inc. and Interruption Television, Inc., a Nevada corporation, was completed on July 20, 2000. As a part of that transaction, Time Lending, California, Inc. was sold to the management (comprised of Messrs. Pope and La Puma) and all Time Financial shares held by Time Lending, California, Inc. were cancelled.
We became independently owned on July 20, 2000 following the share exchange transaction described above. Up to that date we were the only operating, wholly-owned subsidiary of Time Financial Services, Inc. and all financial statements reported by Time Financial Services, Inc. were consolidated statements of which Time Lending, California represented 100% of the operating activities. There were no separate audited financial statements for Time Lending, California, Inc. prior to July 1, 2000.
With interest rates remaining low for 2001, we anticipate that the prospects for immediate growth are encouraging, especially in the direct mail segment. Mortgage lending should also grow slowly until staffing of loan officers increases and that is dependant on the success of this offering.
The unaudited financial statements for the six months ended December 31, 2000, reflect primarily the transition from subsidiary to independent company. Time Lending, California had total revenues of $181,641 and a net profit before tax of $3,445 for the six months ended December 31, 2000. Revenues were down 22% and expenses were down 42% and profit increased 105% for the six months ended December 31, 2000 compared to the six months ended December 31, 1999.
Cash decreased to $75,510 from $85,723 from the beginning of the six months to the end, an 8% decline.
Annual Audited Financial Statements for Time Financial Services, Inc for the fiscal year ended June 30, 2000 are included, because Time Lending was the only wholly-owned, operating company for Time Financial Services, Inc. The business plan, operations and results are the results of Time Lending. The audited one month statement ended July 30, 2000, reflects the status of Time Lending, California as an independent company.
Revenues were down 55.2% or ($474,192) for the fiscal year ended June 30, 2000. The Company experienced a loss of ($304,956) for this period. This loss was a reflection of Management's emphasis on finding a merger partner, and declining mortgage markets with the loss of the Money Store as a large buyer of 125% LTV equity loans. This cut out a large component of the direct mail business.
The Company's cash position declined (22.5%) or $22,079 to $25,897 by year-end. The California and Nevada real estate markets continue to be strong and are anticipated to remain so over the next two years. Management intends to sell all three remaining properties through the next year.
A summary of these transactions is below:
Existing Loans
Property Market Value At Purchase Assumed Equity At Market Current Appraisal
-------- ------------------------ ----------------- ---------------- -----------------
Laughlin, NV
1. 1683 Esteban $97,000 $71,831 $25,169 $102,000
2. 30 Palm Garden $100,000 $83,813 $16,187 $99,000
Rialto, CA
3. 1550 Etiwanda $75,000 $58,000 $17,000 $123,000
|
The value of the current market values and description of the properties are based on real property appraisals.
Our fiscal year is July 1, 2000 to June 30, 2001. We plan to increase our emphasis on its direct mail segment and its mortgage lending segment under Time Lending, California for the remainder of the year.
In the mortgage brokering segment, there are minimal fixed costs. Most of the fixed costs are attributed to the direct mail business. The direct mail business is basically prepaid before each mailing eliminating bad debt risk. There is little long term risk in fixed over head, except for the lease of the home office.
The mortgage segment specializes in specialty loan programs, such as loans for homeowners who went through a bankruptcy, home improvement loans for homeowners who recently purchased their home. This type of home loan is less rate sensitive than traditional mortgage refinancing. We anticipate that with low mortgage rates expected for the first quarter of 2001, traditional refinancing should dominate the market. We believe that this increase in volume may last at least six months, and could last up to two years.
Our business plan calls for increased marketing costs. These funds are expected to be generated by sales, and this offering and are intended to be used to create additional growth. Loan marketing will include increasing the number of loan officers by 20% and increasing direct mail to generate leads for them. The direct mail marketing is planned to be increased by focusing on home equity lenders, and FHA/VA refinance lenders.
We had cash of $78,502 at June 30, 2000. At December 31, 2000 the cash was $78,510. We have funded our expenses and losses from operations.
We will require additional capital to continue to fund our expenses during the next year and for the implementation of the business plan. Selling all real property will create over $100,000 in working capital. If the real estate market slows down this may not be possible. One property has a pending sale, and the two properties in Laughlin, Nevada are listed for sale. At this time, all of our capital requirements will have to come from operations and the sale of real estate properties. Without additional capital, we will have to curtail the expansion plans, and we will not be able to implement the business plan.
We do not have any identified capital resources. Moreover, we do not have any arrangements with investment banking firms or institutional lenders. This offering is a self- underwritten transaction. This means that officials of the Company plan to sell all the shares offered without the services of any investment professionals or broker-dealers. We will not pay any commissions on the sale of the shares offered by this prospectus. The ability of the Company to implement its business plan and the extent to which it will be able to implement the different aspects of it depend on the amount of funds raised in this offering. Because this is a best efforts offering without a minimum, there is no assurance that any or all the shares offered will be purchased. Also, because this is an offering without any minimum, early investors bear a disproportionate risk that insufficient funds will be raised thereby limiting the ability of the Company to operate as planned.
Other Matters
None
BUSINESS
We (Time Lending, California, Inc.) are engaged through our three subsidiaries in the real estate sales, loans, management and direct mailing for mortgage companies and similar real estate related businesses.
Our company was organized under the laws of the state of California on November 5, 1996 as Renet Services, Inc. The name was changed to Time Lending, California, Inc. on August 4, 1998 and we reincorporated in the state of Nevada in December, 2000 by merging with Time Lending, California, Inc., a Nevada corporation. Time Lending, California, Inc. was formerly the wholly-owned subsidiary of Time Financial Services, Inc., a Nevada public company. A share exchange agreement was signed between Time Financial Services, Inc. and Interruption Television, Inc., pursuant to which the share exchange transaction was completed on July 20, 2000. As a part of that transaction, Time Lending California, Inc. was sold to the management (Messrs. Pope and La Puma) and all Time Financial Services, Inc. shares held by Time Lending, California, Inc. were cancelled.
The executive offices are at 1040 E. Katella Ave., Suite B1, Orange, California 92867. Our telephone number is (714) 288-5901.
Time Lending, California, Inc. ("TLC") is a real estate and mortgage company with Mike Pope as its sole broker. Mr. Pope is an approved broker for Countrywide Mortgage, 1st Union, Homeside Mortgage, North American Mortgage, World Class Mortgage and various others. All loans are currently originated under the name Time Lending, California, Inc.
TLC generates its loan business through the marketing efforts of the Direct Mail Marketing Division which sends out mail pieces on behalf of TLC under the dba of Signature Marketing.
In addition to mortgages, TLC buys and sells real estate for profit. We currently owns three single family homes in California and Nevada. We intend to buy and sell homes in its normal course of business. We purchase foreclosures, repair them and resell them at market, capturing a gain on sales.
Our facility in Orange, California is 2100 square feet of office space which includes the work space for the computers and printers used for addressing and mailing the direct mail pieces. We maintain our executive and administrative offices in the Orange, California facility.
Through our three subsidiaries, we operate three major income producing segments:
Time Management Inc. ("TMI") is our wholly-owned subsidiary; incorporated July 27, 2000 and located in Orange, California. TMI is a Real Estate Management Company managed by Mr. Pope, its sole broker. It currently manages properties in California and Nevada. It currently only manages properties owned by us.
Tenth Street Inc. ("TSI") is our second wholly-owned subsidiary. It was incorporated in Nevada March 23, 1997 and is set up as the list management company. TSI plans to grow as the direct mail business grows under Time Marketing Associates.
Time Marketing Associates Inc. was incorporated in Nevada on July 27, 2000. It is a wholly-owned subsidiary of TLC. Its business is addressing via computer printers, a mailing piece for mortgage lenders and brokers. TMA operates under the DBA of Signature Marketing. Through Signature Marketing, we prepare and mail direct mail pieces for mortgage companies to borrowers.
We will be subject to regulation by numerous federal and state governmental authorities. In California we are regulated by the California Department of Real Estate. Most lending practices fall under Federal Department of Housing and Urban Development (HUD)authority including the mailer prepared for our mortgage clients. If regulations are not properly followed, these authorities have the ability of stopping the business from operating. Compliance is an important aspect of this business.
The competition in each segment is as always strong, yet, because of the Company's low overhead, it is able to remain competitive in price and service. Management with its combined fifty years of real estate and mortgage experience is able to respond quickly to market shifts and provide excellent service in all areas. There is no dependence on a single customer or product/service line. The Company is dependent on the mortgage and real estate markets, which are now and look to remain strong over the year. Interest rates always remain the biggest factor in business volume. The Federal Reserve was slowly raising rates to head off inflation. In an election year, rates were expected to hold steady but now with a recession the threat, the Federal Reserve is lowering rates. We believe that year 2001 will be a strong mortgage refinance year. In our opinion, in this type of market, the major problem is too much growth and competition for qualified employees. We do not expect our staffing to change significantly and we do not expect to be affected by competition for employees.
We have two full time, and three part time employees, plus three commissioned loan officers.
Our facility in Orange, California is 2100 square feet of office space which includes the work space for the computers and printers used for addressing and mailing the direct mail pieces. We maintain our executive and administrative offices in the Orange, California facility. The lease for this facility is owned by Signature Marketing and its President Tom Van Wagoner. Michael F. Pope, President of Time Lending, California is a guarantor. Signature Marketing and Time Lending, California divide the lease payment with each paying 50%. The lease was signed on January 1999 and will expire December 2002. With the projected growth in business, the only space requirements will be some minor renovation of the current facility at a projected cost of $5000.
Investment Policies on real estate purchases. The Company will purchase single family homes at or under market that have the need for repair and improvement to bring the property up to its maximum potential. The Company will then repair and improve the home and sell it for a gain. Financing is obtained through new investors loans or by assuming current financing (including taking "subject to"). The home may be rented to a tenant until repair or sale is contemplated. Rent receipts are incidental to the project, but useful in deferring costs until market is right for repair and sale. The ability to purchase property is dependent on auction and the competition for properties. Today's market has high demand and increasing prices, making it difficult to purchase properties.
MANAGEMENT
Our directors and executive officers are as follows:
Name Age Position Since
---- --- -------- -----
Michael F. Pope 51 Director November 1996
President November 1996
Philip C. La Puma 61 Director November 1996
Secretary November 1996
Treasurer November 1996
Victoria A. Pope 52 Director January 1997
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The term of office of each director and executive officer ends at, or immediately after, the next annual meeting of shareholders of the Company. Except as otherwise indicated, no organization by which any director of officer has been previously employed is an affiliate, parent, or subsidiary of the Company.
Michael F. Pope, age 51, has been Director of the Company since November 1996, and President since November 1996. He was in the same position with Time Financial Services, Inc. until he resigned July 20, 2000. Mr. Pope was one of the founders of Renet Financial Corporation in 1988. He has a Bachelor of Arts degree in Economics from California State University, Long Beach. He holds a real estate brokers license in the State of California.
Philip C. La Puma, age 61, has been Director of the Company since November 1996 and Secretary/Treasurer since November 1996. He was in the same
position with Time Financial Services, Inc. until he resigned July 20, 2000. Mr. La Puma hold a Bachelors of Science degree in Industrial Engineering from Stanford University and an MBA in General Management from the University of Southern California. He also co-founded Renet. He is a Registered Professional Engineer in the State of California.
Victoria Pope, age 52, has been a Director of the Company since January 1997. She was in the same position with Time Financial Services, Inc. until she resigned July 20, 2000. She has been active in the mortgage industry the past eight years working in various loan production positions from processing through administration at Renet Financial Corporation. She is the spouse of Michael F. Pope. Mrs. Pope has many years of mortgage management experience.
Victoria and Michael F. Pope declared personal Chapter 7 bankruptcy in 1999. Philip C. La Puma declared personal Chapter 7 bankruptcy in 1999. None of these actions affected the Company. These bankruptcies remain open due to a lawsuit that remains active by a single creditor who claims his debt was secured. The case is still pending, however, we believe that its outcome should not have any adverse impact on our business.
The board of directors of the Company has no committees. In the future, it may establish audit and compensation committees.
Our certificate of incorporation limits, to the maximum extent permitted under Nevada law, the personal liability of directors and officers for monetary damages for breach of their fiduciary duties as directors and officers, except in circumstances involving wrongful acts, such as a breach of the director's duty of loyalty or acts of omission which involve intentional misconduct or a knowing violation of law.
Nevada Law permits us to indemnify officers, directors or employees against expenses (including attorney's fees), judgments, fines and amounts paid in settlement in connection with legal proceedings if the officer, director or employee acted in good faith and in a manner he reasonably believed to be in or not opposed to our best interest, and, with respect to any criminal act or proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification is not permitted as to any matter as to which the person is adjudged to be liable unless, and only to the extent that, the court in which such action or suit was brought upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. Individuals who successfully defend this type of action are entitled to indemnification against expenses reasonably incurred in connection therewith.
Our by-laws require us to indemnify directors and officers against, to the fullest extent permitted by law, liabilities which they may incur under the circumstances described in the preceding paragraph.
The following table sets forth the summary compensation for all officers for services during three fiscal years ended June 30, 2000.
Name & Annual Compensation Long Term Principal Position Period Salary Bonus Options ------------------ ------- ------- ----- ------- Michael F. Pope 6/30/00 $50,000 0 0 Director 6/30/99 $48,000 President 6/30/98 $48,000 Philip C. La Puma 6/30/00 $50,000 0 0 Director 6/30/99 $48,000 Secretary/Treasurer 6/30/98 $48,000 |
The Company does not have any long-term incentive plans nor pension plans. (Except for compensation of Officers who are Directors which Compensation is listed in Summary Compensation Table of Executives)
Cash Compensation Security Grants
----------------- ---------------
Annual Consulting Number of Number of
Retainer Meeting Fees/ Shares (#) Securities
Name Fees($) Fees ($) Other Fees($) Underlying Options/SARs
Michael F. Pope 0 0 0 0 0
Philip C. La Puma 0 0 0 0 0
Victoria A. Pope 0 0 0 0 0
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PRINCIPAL AND SELLING STOCKHOLDERS
The following table sets forth the beneficial ownership of our common stock by all stockholders that hold 5% or more of the outstanding shares of our common stock, each director and executive officer. Each stockholder named has sole voting and investment power with respect to his or its shares. This table does not include options not exercisable within 60 days of the date of this prospectus. As of the date of this prospectus, there were 1,250,000 shares of common stock issued and outstanding.
Percent of Percent of
Ownership Ownership
Number of Before the After Full
Name Position Shares Offering(1)(2) Offering(3)(4)
---- -------- --------- ------------- ------------
Michael F. Pope President
907 Wilson St Director 500,000 40% 6.2%
Orange, California
Philip C. La Puma Secretary
1786 N. Pheasant St. Treasurer
Anaheim, California Director 500,000 40% 6.2%
Abercrombie Investment Corp.
6566 Corte Cisco
Carlsbad, CA 92009 (5) 250,000 20% 7.7%
All officers and directors
as a group (2 persons) 1,000,000 80.00% 12.4%
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(1) Beneficial ownership is determined in accordance with rules and regulations of the Securities and Exchange Commission. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days after June 30, 2000 are deemed outstanding, but are not deemed outstanding for computing the percentage of any other person.
(2) Applicable percentage of beneficial ownership before this offering is based on 1,250,000 shares outstanding as of April 16, 2001.
(3) Assumes that all 2,600,000 shares offered by this prospectus are sold.
(4) Excludes 50,000 shares issuable upon exercise of the Alami Warrant.
(5) The beneficial owners of Abercrombie Investment Corp., a Nevada Company, are Ned Chambers, M.D., Todd Hoff, (nephew of Philip C. La Puma) and David P. La Puma, (son of Philip C. La Puma). Each beneficial owner listed owns one third of Abercrombie (a private company).
Messrs. Pope and La Puma are the selling shareholders and each one of them offered 300,000 shares for sale by means of this prospectus.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In connection with organizing the Company on July 20, 2000, persons consisting of its officers, and directors, were issued a total of 1,000 shares of Common Stock at a value of $.001 per share On December 29, 2000, the outstanding shares were forward split 1,000 to 1, resulting in a total of 1,000,000 shares outstanding. On December 29, 2000, 250,000 shares of common were purchased by Abecrombie Investment Corp. at par value of $.001 per share, increasing the total outstanding number of shares to 1,250,000 shares of common.
Messrs. Pope and La Puma each loaned us $45,000 evidenced by demand promissory notes. The notes bear no interest. There were no transactions, or series of transactions, for the fiscal year ended June 30, 2000, nor are there any current proposed transactions, or series of the same, to which the Company is a party, in which the amount exceeds $60,000 and in which, to the knowledge of the Company, any director, executive officers, nominee, five percent shareholders of any member of the immediate family of the foregoing person, have or will have a direct or indirect material interest.
DESCRIPTION OF SECURITIES
Our certificate of incorporation authorizes us to issue up to 20,000,000 shares of common stock, par value $.001 per share. There are 1,250,000 shares issued and outstanding as of the date of this prospectus. Upon completion of this offering, there will be 3,250,000 shares of common stock issued and outstanding.
Holders of common stock are entitled to receive dividends as may be declared by our board of directors from funds legally available for these dividends. Upon liquidation, holders of shares of common stock are entitled to a pro rata share in any distribution available to holders of common stock. The holders of common stock have one vote per share on each matter to be voted on by stockholders, but are not entitled to vote cumulatively. Holders of common stock have no preemptive rights. All of the outstanding shares of common stock are, and all of the shares of common stock to be issued in connection with this offering will be, validly issued, fully paid and non-assessable.
Our Articles of Incorporation authorize 200,000 shares of Preferred stock. None have been issued.
The transfer agent and registrar for common stock is not determined as of this date. The Company is currently reviewing the market for a suitable vendor.
SHARES ELIGIBLE FOR FUTURE SALE
After the completion of this offering, we will have 3,250,000 shares of common stock outstanding. All 2,600,000 shares sold in the offering will be freely tradeable without restriction under the Securities Act of 1933 (including the 50,000 shares issuable upon exercise of Alami Warrant). Of that amount 650,000 shares may be sold from time to time in the public market without registration pursuant to Rule 144.
Under Rule 144, a person (or persons whose shares are aggregated) who has beneficially owned restricted securities for at least one year, including the holding period of any prior owner except an affiliate, would be generally entitled to sell within any three month period a number of shares that does not exceed the greater of (i) 1% of the number of then outstanding shares of the common stock or (ii) the average weekly trading volume of the common stock in the public market during the four calendar weeks preceding the sale. Sales under Rule 144 are also subject to manner of sale provisions, notice requirements and the availability of current public information about the company. Any person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of the company at any time during the three months preceding a sale, and who has beneficially owned shares for at least two years (including any period of ownership of preceding nonaffiliated holders), would be entitled to sell shares under Rule 144(k) without regard to the volume limitations, manner-of-sale provisions, public information requirements or notice requirements.
PLAN OF DISTRIBUTION
The shares in this offering will be sold by the efforts of Michael F. Pope, our President and the other officers and directors of the Company. They will not receive any commission from the sale of any shares. They will not register as a broker-dealer pursuant to Section 15 of the Securities and Exchange Act of 1934 in reliance upon Rule 3a4-1, which sets forth those conditions under which a person associated with an issuer may participate in the offering of the issuer's securities and not be deemed to be a broker-dealer. These conditions included the following:
1. None of the selling persons are subject to a statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act, at the time of participation,
2. None of such persons are compensated in connection with his or her participation by the payment of commissions or other remuneration based either directly or indirectly on transactions in securities,
3. None of the selling persons are, at the time of participation, an associated person of a broker-dealer, and
4. All of the selling persons meet the conditions of paragraph (a)
(4) (ii) of Rule 3a4- 1 of the Exchange Act, in that they (A)
primarily perform or are intending primarily to perform at the
end of the offering, substantial duties for or on behalf of the
issuer otherwise than in connection with transactions in
securities, and (B) are not a broker or dealer, or an associated
person of a broker or dealer, within the preceding twelve months,
and (C) do not participate in selling and offering of securities
for any issuer more than once every twelve months other than in
reliance on this rule.
Since the offering is self-underwritten, we intend to advertise and hold investment meetings in various states where the offering will be registered and will distribute this prospectus to potential investors at the meetings and to persons with whom management is acquainted who are interested in Company and a possible investment in the offering.
We are offering the shares subject to prior sale and subject to approval of certain matters by our legal counsel.
This offering will commence on the date of this prospectus and continue for a period of nine months, unless we sell all the shares prior to that final date. We may terminate this offering at any time, for any reason; thus not selling any or all of the shares offered. There is no minimum number of shares that we are required to sell.
Procedure of Subscription
If you decide to subscribe for shares in this offering, you will be required to execute a subscription agreement and tender it, together with a check or wired funds to us, for acceptance or rejection. All checks should be made payable to Time Lending California, Inc.
We have the right to accept or reject subscriptions in whole or in part, for any reason or for no reason. All monies from rejected subscriptions will be returned immediately by us to the subscriber, without interest or deductions. Subscriptions for securities will be accepted or rejected promptly. Once accepted, the funds will be deposited in an account maintained by us and considered property of the Company once cleared by our bank. Certificates for the shares purchased will be issued and promptly distributed by our transfer agent, however, it is anticipated that the issuance and distribution of certificates will take several weeks from the time a subscription is accepted.
LEGAL MATTERS
Law Offices of Iwona J. Alami, will opine as to the validity of the common stock offered by this prospectus and legal matters for us.
EXPERTS
Our financial statements have been included in the registration statement in reliance upon the report of Michael Johnson & Co., LLC independent certified public accountants, appearing in the registration statement, and upon the authority of this firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We intend to furnish our stockholders annual reports, which will include financial statements audited by independent accountants, and all other periodic reports as we may determine to furnish or as may be required by law, including Sections 13(a) and 15(d) of the Exchange Act.
We have filed with the SEC a registration statement on Form SB-2 under the Securities Act with respect to the securities offered by this prospectus. This prospectus does not contain all the information set forth in the registration statement and the accompanying exhibits, as permitted by the rules and regulations of the SEC. For further information, please see the registration statement and accompanying exhibits. Statements contained in this prospectus regarding any contract or other document which has been filed as an exhibit to the registration statement are qualified in their entirety by reference to these exhibits for a complete statement of their terms and conditions. The registration statement and the accompanying exhibits may be inspected without charge at the offices of the SEC and copies may be obtained from the SEC's principal office at 450 Fifth Street, N.W., Washington, D.C. 20549 or at of its regional offices located at 7 World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, upon payment of the fees prescribed by the SEC. Electronic reports and other information filed through the Electronic Data Gathering, Analysis, and Retrieval System, known as EDGAR, are publicly available on the SEC's website, http://www.sec.gov.
FINANCIAL STATEMENTS OF TIME LENDING, CALIFORNIA, INC.
Financial Statements (Unaudited) For Six Months Ended December 31, 2000.
Balance Sheet
Statement of Income and Retained Earnings
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
Financial Statements (Audited) For Month Ended July 31, 2000
Independent Auditor's Report
Balance Sheet
Statement of Income and Retained Earnings
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
Financial Statements (Audited) For Time Financial Services, Inc. For the Fiscal Years Ended June, 2000 and June, 1999.
Independent Auditor's Report
Balance Sheet
Statement of Income and Retained Earnings
Statement of Stockholders' Equity
Statement of Cash Flows
Notes to Financial Statements
TIME LENDING, CALIFORNIA, INC.
UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX-MONTHS PERIOD ENDED DECEMBER 31, 2000
TIME LENDING, CALIFORNIA, INC.
Balance Sheet
DECEMBER 31
Dec 2000 Dec 1999
---------- ----------
ASSETS:
Current Assets:
Cash and cash equivalents 78,510 52,952
Accounts receivable
---------- ----------
Total Current Assets
Property and Equipment, net of accumulated
Depreciation of $96,083 and $93,587
at June 30, 1999 and 1998 respectively 4,789 7,489
Other Assets:
Investment in equity securities
Employee advance 6,500
Deposit 110
Note Receivable 110,650
Property investment 296,699 491,699
---------- ----------
Total Other Assets 608,849
---------- ----------
TOTAL ASSETS 380,108 669,290
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities:
Accounts payable 26,268 11,101
Accrued expenses 1,487 2,835
Notes Payable - Shareholders 81,000
Current portion of long-term debt 6,532 5,255
---------- ----------
Total Current Liabilities 115,287 19,191
Long-Term Debt 261,125 442,063
---------- ----------
Total Liabilities 376,412 461,254
Stockholders' Equity:
Common stock, no par value; 0
1000 shares authorized, 1000 issued and 251
outstanding
Retained earnings (deficit) 3,445
---------- ----------
Total Stockholders' Equity 3,696 208,026
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 380,108 669,280
========== ==========
Book Value Per Share 0.002957 0.13002
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TIME LENDING, CALIFORNIA, INC.
(Unaudited)
Statement of Operations
For Quarter Ended Sept. 30, and Dec. 31
For Six Months Ended December 31,
Quarter Quarter
Ended Ended Six Months Six Months
Dec. 31 Dec. 31 Ended Ended
2000 1999 2000 1999
------------ ------------ ------------ ------------
REVENUE:
Marketing income $ 58,132 $ 44,954 $ 106,136 $ 161,004
Loan Fees 18,914 23,220 31,734 51,522
Real Estate Broker Fees & Property Rent Income 18,629 6,778 28,615 17,635
Gain on Sales of Property & Stocks
Other revenue 759 265 15,156 3,542
------------ ------------ ------------ ------------
Total Revenue 96,434 75,217 181,641 233,703
COSTS AND EXPENSES:
Loan officer commissions 29,026 16,812 40,477 45,814
Operating costs & Marketing expenses 56,276 96,283 105,999 232,340
General and administrative 15,496 16,083 31,717 31,573
------------ ------------ ------------ ------------
Total Operating Expenses 100,798 129,178 178,193 309,727
------------ ------------ ------------ ------------
NET INCOME (LOSS) (4,365) (53,961) 3,447 (76,024)
============ ============ ============ ============
BASIC PROFIT (LOSS) PER SHARE -0.0035 -0.0432 0.0028 -0.0608
============ ============ ============ ============
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 1,250,000 1,250,000 1,250,000 1,250,000
============ ============ ============ ============
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TIME LENDING, CALIFORNIA, INC.
Statement of Cash Flow
For Six Months Ended December 31
2000 1999
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 3,445 $ (53,962)
Depreciation and amortization
(Increase) Decrease in:
Accounts receivable -1500
Employee advance
Prepaid expenses
Notes Receivable 7255
Investment
Increase (Decrease) in:
Accounts payable -3,382 4,008
Accrued expenses 1,562 -639
Note Payable -9000
---------- ----------
Net Cash Provided by (Used in) Operating Activities -7,374 -44,838
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CASH FLOWS USED FOR INVESTING ACTIVITIES:
Issuance of preferred stock
Issuance of common stock
Real Estate property mortgages 162
---------- ----------
Net Cash from Financing Activities
Net Increase (Decrease) in Cash and
Cash Equivalents -7,213 -44,838
---------- ----------
Cash and Cash Equivalents -
Beginning of Period 85,723 97,790
---------- ----------
Cash and Cash equivalents -
End of Period $ 78,510 $ 52,952
========== ==========
|
TIME LENDING,CALIFORNIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Time Lending, California, Inc. (The "Company") was incorporated under the laws of the State of California on November 5th of 1996. The Company was reincorporated to the state of Nevada in December, 2000. The Company is a real estate sales and loan broker licensed under the California Department of Real Estate. A share exchange agreement dated June 7, 2000 effective July 21, 2000 was entered into between Time Financial Services, Inc. (TIMF) a Nevada corporation, Time Lending, California,Inc. a wholly-owned subsidiary of TIMF, Interruption Television, Inc. a Nevada corporation (ITV) and Interruption Television PTE LTD a wholly-owned subsidiary of ITV. In this share exchange agreement and asset sale and purchase contract, Time Financial Services, Inc. sold all shares of Time Lending, California to Michael F. Pope and Philip C. LaPuma, at the appraised value of one dollar. Time Lending, California issued the total one thousand authorized shares of no par value common stock evenly to the purchasers.
The financial statements presented herein are unaudited but in the opinion of the Company's management reflects all adjustments, consisting only of normal recurring adjustments that the Company considers necessary for a fair presentation of the information in accordance with generally accepted accounting principles.
Marketing Income is from a direct mail marketing joint venture project. The Company records its income on a cash basis as it is received from the joint venture project.
Loan Fees are primarily mortgaged origination fees. Revenue is recorded at the time of mortgage closing.
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
Property and equipment is stated at cost. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation is computed on the straight-line method over the following estimated useful lives:
Furniture and fixtures 5 years Computer equipment and software 3-5 years Demonstration equipment 5 years Leased equipment 3 years |
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.
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of certain information regarding the Company's operating segments
TIME LENDING, CALIFORNIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
Basic and diluted net loss per share information is presented under the requirements of SFAS No. 128, EARNINGS PER SHARE. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible preferred stock, in the weighted-average number of common shares outstanding for a period, if dilutive. All potentially dilutive securities have been excluded from the computation, as their effect is anti-dilutive.
Long-lived assets and identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Management periodically evaluates the carrying value and the economic useful life of its long-lived assets based on the Company's operating performance and the expected future undiscounted cash flows and will adjust the carrying amount of assets which may not be recoverable.
The Company's financial instruments include cash, cash equivalents and notes payable. Estimates of fair value of these instruments are as follows:
Cash and cash equivalents - The carrying amount of cash and cash equivalents approximates fair value due to the relatively short maturity of these instruments.
Notes payable - The carrying amount of the Company's notes payable approximate fair value based on borrowing rates currently available to the Company for borrowings with comparable terms and conditions.
Property and equipment consist of the following at December 31, 2000:
Furniture and fixtures $30,270
Leased equipment 1,650
--------
31,920
Less: Accumulated depreciation 27,131
--------
$ 4,789
========
|
The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this approach, deferred income taxes are determined based upon differences between the financial statement and tax bases of the Company's assets and liabilities and operating loss carryforwards using enacted tax rates in effect for the years in which the difference are expected to reverse. Deferred taxes are recognized if it is more likely than not that the future tax benefit will be realized.
TIME LENDING, CALIFORNIA, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
The Company leases office space under an operating lease agreement which expire January 31, 2003. Future minimum lease commitments as of December 31, 2000 are as follows:
2001 15,075 2002 15,678 2003 2,355 |
The real estate division has acquired four single-family rental properties. These properties are located in Laughlin, Nevada and Southern California. These properties are recorded at purchase price of $296,699.
The President and Secretary of the Company provided services and advanced cash to the Company for operations. Certain of these transactions resulted in notes being issued to these individuals which were outstanding at December 31, 2000. Notes payable to the officers are in the amount of $45,000 each, unsecured, bear interest at 0%, and due at July 31, 2001.
Following is a summary of long-term debt at December 31, 2000:
AMOUNT
7.5% Notes Payable to Chase Manhattan with monthly payments $ 68,576
of $521, maturity date is March 1, 2019
10.125% Note Payable to First Union Mortgage Corporation with
monthly payments of $777, maturity date is April 1, 2020 80,287
7.48% Note Payable to Washington Mutual with monthly
payments of $585, maturity date is February 10, 2019 53,849
11.0% Note Payable to GMAC Mortgage with monthly payments
of $813, maturity date is October 1, 2018 64,945
---------
Total 267,657
Less Current Maturities 6,532
---------
$261,125
=========
|
The following are maturities of long-term debt for each of the next five years:
2001 6,532
2002 8,586
2003 10,303
2004 12,364
2005 14,249
Remaining Balance 215,623
---------
Total Debt $267,657
=========
|
TIME LENDING,CALIFORNIA, INC.
FINANCIAL STATEMENTS
FOR THE ONE-MONTH PERIOD ENDED JULY 31, 2000
TIME LENDING, CALIFORNIA, INC.
Balance Sheet
July 31, 2000
Current Assets:
Cash and cash equivalents $ 78,502
-----------
Total Current Assets 78,502
-----------
Property and Equipment:
- net of accumulated depreciation of $27,131 4,789
-----------
Total Fixed Assets 4,789
-----------
Other Assets:
Deposits 110
Property investment 296,699
-----------
Total Other Assets 296,809
-----------
TOTAL ASSETS $ 380,100
===========
|
Current Liabilities:
Accounts payable $ 26,076
Accrued expenses 969
Notes payable - Shareholders 90,000
Current portion of long-term debt 6,532
-----------
Total Current Liabilities 123,577
-----------
Long-Term Debt 261,125
-----------
TOTAL LIABILITIES 384,702
-----------
Stockholders' Equity:
Common stock, no par value; 1,000 shares
authorized, 1,000 issued and outstanding 1
Retained earnings (deficit) (4,603)
-----------
Total Stockholders' Equity (4,602)
-----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 380,100
===========
|
The accompanying notes are an integral part of these financial statements.
TIME LENDING, CALIFORNIA, INC.
Statement of Operations
For the One-Month Period Ended July 31, 2000
REVENUE:
Marketing income $ 12,933
Loan fees 6,142
Rent Income 2,157
Other revenue 693
-----------
Total Revenue 21,925
-----------
|
COSTS AND EXPENSES:
Loan officer commissions 5,804
Operating costs & marketing expenses 13,162
General and administrative 7,562
-----------
Total Operating Expenses 26,528
-----------
NET INCOME (LOSS) $ (4,603)
===========
BASIC (LOSS) PER SHARE $ (4.60)
===========
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 1,000
===========
|
The accompanying notes are an integral part of these financial statements.
TIME LENDING, CALIFORNIA, INC.
Statement of Cash Flows
For the One-Month Period Ended July 31, 2000 Indirect Method
Cash Flows From Operating Activities:
Net income (loss) $ (4,603)
Adjustments to reconcile net loss to net cash used
in operating activities
Depreciation and amortization 200
Changes in assets and liabilities:
Decrease in Notes receivable 12,245
Decrease in Employee advances 5,244
Increase in Accounts payable 11,371
Decrease in Accrued expenses (100,826)
-----------
Net cash used by operating activities (76,369)
-----------
Cash Flows from Investing Activities:
Acquisitions of business, net of cash acquired (10,403)
-----------
Net cash provided by investing activities (10,403)
-----------
Cash Flows from Financing Activities:
Proceeds from Notes Payable 90,000
Repayment of debts (623)
-----------
Net cash used by financing activities 89,377
-----------
Net Increase in Cash and Cash Equivalent 2,605
Cash and Cash Equivalents at Beginning of Year 75,897
-----------
Cash and Cash Equivalents at End of Year $ 78,502
===========
SUPPLEMENTAL DISCLOSURE Cash paid during the year for:
Interest 4,222
-----------
Income Taxes -
-----------
|
The accompanying notes are an integral part of these financial statements.
TIME LENDING, CALIFORNIA, INC.
Statement of Stockholders' Equity
July 31, 2000
Additional Retained Total
Common Stock Paid-in Earnings Stockholders'
Shares Amount Capital (Deficit) Equity
---------- --------- --------- ----------- -------------
July 1, 2000 1,000 $ 1 $ - $ - $ 1
Net Loss - - - (4,603) (4,603)
---------- --------- --------- ----------- -------------
Balance - July 31, 2000 1,000 $ 1 $ - $ (4,603) $ (4,602)
========== ========= ========= =========== =============
|
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Time Lending, California, Inc.
Orange, CA
We have audited the accompanying balance sheet of Time Lending, California, Inc. as of July 31, 2000 and the related statements of operations, stockholders' equity, and cash flows for the one-month period then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards. These 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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Time Lending - California as of July 31, 2000, and the results of it's operations and cash flows for the one-month period then ended in conformity with generally accepted accounting principles.
/s/ Michael Johnson ------------------- Michael Johnson Denver, Colorado December 8, 2000 |
TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
Time Lending, California, Inc. was incorporated under the laws of the State of California on November 5th of 1996. Time Lending, California is a real estate loan broker licensed under the California Department of Real Estate. A share exchange agreement dated June 7, 2000 effective July 21, 2000 was entered into between Time Financial Services, Inc. (TIMF) a Nevada corporation, Time Lending, California, a wholly-owned subsidiary of TIMF, Interruption Television, Inc. a Nevada corporation (ITV) and Interruption Television PTE LTD a wholly-owned subsidiary of ITV. In this share exchange agreement and asset sale and purchase contract, Time Financial Services, Inc. sold all shares of Time Lending, California to Michael F. Pope and Philip C. LaPuma, at the appraised value of one dollar. Time Lending, California issued the total one thousand authorized shares of no par value common stock evenly to the purchasers. Time Lending, California shall indemnify and hold harmless ITV and its officers, directors, successors and assigns, from and against and in respect of any and all losses, costs, liabilities, claims, penalties, damages and expenses resulting from, in connection with or arising out of any breach of any representation, warranty or covenant made by Time Financial Services, Inc.
Marketing Income is from a direct mail marketing joint venture project. Time Lending - California records its income on a cash basis as it is received from the joint venture project.
Loan Fees are primarily mortgaged origination fees. Revenue is recorded at the time of mortgage closing.
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
Property and equipment is stated at cost. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation is computed on the straight-line method over the following estimated useful lives:
Furniture and fixtures 5 years Computer equipment and software 3-5 years Demonstration equipment 5 years Leased equipment 3 years |
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.
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of certain information regarding the Company's operating segments
TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
Basic and diluted net loss per share information is presented under the requirements of SFAS No. 128, EARNINGS PER SHARE. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, less shares subject to repurchase. Diluted net loss per share reflects the potential dilution of securities by adding other common stock equivalents, including stock options, shares subject to repurchase, warrants and convertible preferred stock, in the weighted-average number of common shares outstanding for a period, if dilutive. All potentially dilutive securities have been excluded from the computation, as their effect is anti-dilutive.
Long-lived assets and identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Management periodically evaluates the carrying value and the economic useful life of its long-lived assets based on the Company's operating performance and the expected future undiscounted cash flows and will adjust the carrying amount of assets which may not be recoverable.
The Company's financial instruments include cash, cash equivalents and notes payable. Estimates of fair value of these instruments are as follows:
Cash and cash equivalents - The carrying amount of cash and cash equivalents approximates fair value due to the relatively short maturity of these instruments.
Notes payable - The carrying amount of the Company's notes payable approximate fair value based on borrowing rates currently available to the Company for borrowings with comparable terms and conditions.
Property and equipment consist of the following at July 31, 2000:
Furniture and fixtures $30,270
Leased equipment 1,650
--------
31,920
Less: Accumulated depreciation 27,131
--------
$ 4,789
========
|
The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this approach, deferred income taxes are determined based upon differences between the financial statement and tax bases of the Company's assets and liabilities and operating loss carryforwards using enacted tax rates in effect for the years in which the difference are expected to reverse. Deferred taxes are recognized if it is more likely than not that the future tax benefit will be realized.
TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
The Company leases office space under an operating lease agreement which expire January 31, 2003. Future minimum lease commitments as of July 31, 2000 are as follows:
2001 15,075 2002 15,678 2003 2,355 |
The real estate division has acquired four single-family rental properties. These properties are located in Laughlin, Nevada and Southern California. These properties are recorded at purchase price of $296,699.
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of certain information regarding the Company's operating segments. The Company operates principally in four industry segments. Direct mail marketing, product and software mortgage loan origination, and other revenues, which are primarily rental income. The following table sets forth key operating information for each business segment:
One Month Period Ended
July 31, 2000
----------------------
Operating Revenue
Marketing $ 12,933
Loan Fees 6,142
Rentals 2,850
---------
$ 21,925
=========
Operating Profit (Loss)
Marketing $ (612)
Loan Fees (158)
Rentals (3,833)
---------
$ (4,603)
=========
Identifiable Assets
Marketing $ 53,281
Loan Fees 30,120
Rentals 269,699
---------
$380,100
=========
|
The President and Secretary of the Company provided services and advanced cash to the Company for operations. Certain of these transactions resulted in notes being issued to these individuals which were outstanding at July 31, 2000. Notes payable to the officers are in the amount of $45,000 each, unsecured, bear interest at 0%, and due at July 31, 2001.
TIME LENDING, CALIFORNIA, INC.
NOTES TO FINANCIAL STATEMENTS
JULY 31, 2000
Following is a summary of long-term debt at July 31, 2000:
AMOUNT
7.5% Notes Payable to Chase Manhattan with monthly payments of $521, maturity date is March 1, 2019 $ 68,576
10.125% Note Payable to First Union Mortgage Corporation with monthly payments of $777, maturity date is April 1, 2020 80,287
7.48% Note Payable to Washington Mutual with monthly payments of $585, maturity date is February 10, 2019 53,849
11.0% Note Payable to GMAC Mortgage with monthly payments
of $813, maturity date is October 1, 2018 64,945
---------
Total 267,657
Less Current Maturities 6,532
---------
$261,125
=========
|
The following are maturities of long-term debt for each of the next five years:
2001 6,532
2002 8,586
2003 10,303
2004 12,364
2005 14,249
Remaining Balance 215,623
---------
Total Debt $267,657
=========
|
TIME FINANCIAL SERVICES, INC.
FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2000
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors of
Time Financial Services, Inc.
Orange, CA
We have audited the accompanying balance sheet of Time Financial Services, Inc. as of June 30, 2000 and the related statements of operations, stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards. These 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 provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Time Financial Services, Inc. as of June 30, 2000, and the results of it's operations and cash flows for the year then ended in conformity with generally accepted accounting principles.
/s/ Michael Johnson ------------------- Michael Johnson Denver, Colorado September 6, 2000 |
TIME FINANCIAL SERVICES, INC.
Balance Sheet
2000 1999
ASSETS: ---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 75,897 $ 97,976
Accounts receivable -- 8,900
TOTAL CURRENT ASSETS 75,897 106,876
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
depreciation of $26,931 and $24,431 at
June 30, 2000 and 1999 respectively 4,989 7,489
---------- ----------
OTHER ASSETS:
Employee advance 5,244 5,000
Deposit 110 800
Note Receivable 12,245 120,000
Property investment 296,699 491,699
TOTAL OTHER ASSETS 314,298 617,499
TOTAL ASSETS $ 395,184 $ 731,864
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 14,705 $ 12,649
Accrued expenses 101,795 28,825
Current portion of long-term debt 7,155 10,750
TOTAL CURRENT LIABILITIES 123,655 52,224
Long-Term Debt 261,125 392,717
TOTAL LIABILITIES 384,780 444,941
STOCKHOLDERS' EQUITY:
Preferred stock, no par value 100,000
Shares authorized, none outstanding at
June 30, 2000, none outstanding as
of June 30, 1999 -- --
Common stock, $.001 par value; 50,000,000
shares authorized, 1,600,000 and 1,562,755
issued and outstanding at June 30, 2000
and June 30, 1999, respectively 1,600 1,562
Additional paid-in capital 591,676 573,346
Retained earnings (deficit) (582,872) (287,985)
TOTAL STOCKHOLDERS' EQUITY 10,404 286,923
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 395,184 $ 731,864
|
TIME FINANCIAL SERVICES, INC.
2000 1999
------------ ------------
REVENUE:
Marketing income $ 350,401 $ 335,628
Product and software sales -- 133,721
Loan fees 84,793 253,737
Rent Income 34,459 --
Gain on Sales of Property & Stocks 1,821 273,393
Other revenue 2,718 62,617
------------ ------------
TOTAL REVENUE 474,192 1,059,096
------------ ------------
COSTS AND EXPENSES:
Loan officer commissions 183,358 266,125
Operating costs & Marketing expenses 262,370 324,682
General and administrative 238,420 327,986
------------ ------------
TOTAL OPERATING EXPENSES 684,148 918,793
------------ ------------
Extraordinary Loss (95,000) --
------------ ------------
NET INCOME (LOSS) $ (304,956) $ 140,303
------------ ------------
BASIC (LOSS) PER SHARE $ (0.19) $ 0.11
------------ ------------
BASIC WEIGHTED AVERAGE SHARES OUTSTANDING 1,590,689 1,265,246
------------ ------------
2000 1999
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (304,956) $ 140,303
------------ ------------
Depreciation and amortization 2,500 2,513
------------ ------------
(INCREASE) DECREASE IN:
Accounts receivable -- (8,900)
Employee advance -- --
Prepaid expenses 800 (800)
Notes Receivable 107,755 (120,000)
Investment 195,000 295,000
INCREASE (DECREASE) IN:
Accounts payable (2,056) 11,537
Accrued expenses 72,970 (18,221)
------------ ------------
Net Cash Provided by (Used in) Operating Activities 72,013 301,432
------------ ------------
CASH FLOWS USED FOR INVESTING ACTIVITIES:
Issuance of preferred stock -- (83,000)
Issuance of common stock 38 113,643
Real Estate property mortgages (94,130) (265,854)
------------ ------------
Net Cash from Financing Activities (94,092) (235,211)
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (22,079) 66,221
------------ ------------
Cash and Cash Equivalents -
Beginning of Period 97,976 31,755
------------ ------------
Cash and Cash equivalents -
End of Period $ 75,897 $ 97,976
------------ ------------
SUPPLEMENTAL DISCLOSURE CASH PAID DURING THE YEAR FOR:
Interest $ 44,073 $ 36,432
Income Taxes -- --
|
Additional Retained Total
Preferred Stock Common Stock Paid-in Earnings Stockholders'
Shares Amount Shares Amount Capital (Deficit) Equity
------- --------- ---------- ---------- ---------- ---------- -----------
BALANCE - JUNE 30, 1996 (1) -- $ -- 838,327 $ 838 $ 314,560 $ 201,097 $ 516,495
Net Loss -- -- -- -- -- (563,907) (563,907)
BALANCE - JUNE 30, 1997 -- -- 838,327 838 314,560 (362,810) (47,412)
Issuance of Stock 83 83,000 -- -- -- -- 83,000
Issuance of Stock -- -- 367,417 367 145,143 -- 145,510
Net Loss -- -- -- -- -- (55,409) (55,409)
BALANCE - JUNE 30, 1998 83 83,000 1,205,744 1,205 459,703 (418,219) 125,689
Conversion of Pref. Stock to
Common Stock (83) (83,000) 202,011 202 82,798 -- --
Issuance of Stock for Services -- -- 155,000 155 30,845 -- 31,000
Net Income -- -- -- -- -- 140,303 140,303
BALANCE - JUNE 30, 1999 -- -- 1,562,755 1,562 573,346 (277,916) 296,992
Issuance of Stock for Services 30,000 30 7,470 -- 7,500
Issuance of Stock for Services 7,245 8 10,860 -- 10,868
Net Loss -- -- -- (304,956) (304,956)
BALANCE - JUNE 30, 2000 -- -- 1,600,000 $ 1,600 $ 591,676 $(582,872) $ 10,404
|
(1) REFLECTING 20 TO 1 REVERSE STOCK SPLIT EFFECTIVE JULY 1, 1997
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 1 - ORGANIZATION AND PRESENTATION:
Market Data Corporation was incorporated in the state of Texas on March 15, 1988. Market Data Corporation, a Texas Corporation, and Renet Financial Corporation, a California corporation, merged on March 1, 1996. During November 1996 the California Corporation was demerged and the shares of the Corporation were distributed to the shareholders of the Company.
The Company, at a shareholders' meeting on January 7, 1997, completed its name change to Time Financial Service, Inc. effective July 1, 1997. Market Data Corporation also changed its state of domicile from Texas to Nevada by merging with Time Financial Service, Inc., a Nevada corporation. In the articles of merger, the Board of Directors of each company deem it advisable and generally to the welfare of each company that the Texas Company merge with and into the Nevada Company under and pursuant to the provisions of Section 5.07 of the Texas Business Corporation Act and Section 78.475 of the Nevada Revised Statues and in accordance with Section 368(a)(1)(f) of the Internal Revenue Code of 1986 as amended in order to change the domicile of the Texas Company to the State of Nevada.
The merger was treated as a reverse acquisition for accounting purposes with Time Financial Services, Inc. as the acquirer and Market Data Corp. as the acquiree based upon Time Financial Services, Inc.'s then current officers and directors assuming management control of the resulting entity and the value and ownership interest being received by current Time Financial Services, Inc. stockholders exceeding that received by Market Data Corp. stockholders. The Merger, for accounting purposes, was treated as if Time Financial Services, Inc. issued additional capital stock to Market Data Corp. shareholders for cash.
The Nevada Company is a corporation duly organized under the laws of the State of Nevada having been incorporated January 29, 1997, has authorized capital stock consisting of 5,100,000 shares of which, 5,000,000 are voting shares of common stock $.001 par value. 100,000 are non-voting shares of preferred stock with no par value. This change also includes a reverse split of the stock. For every twenty shares of Market Data Corporation common stock the shareholder received one share of Time Financial Services stock.
Time Lending, California is the only operating, wholly-owned subsidiary of Time Financial Services, Inc. and this is a consolidated financial statement.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
These financial statements are presented on the accrual method of accounting in accordance with generally accepted accounting principles. Significant principles followed by the Company and the methods of applying those principles, which materially affect the determination of financial position and cash flows, are summarized below:
DESCRIPTION OF BUSINESS
Time Financial Services, Inc. markets financial information systems, software and on-line subscription financial data. The Company develops subscription based, daily financial text products that are marketed throughout the financial community. The company also receives mortgage origination fees and marketing service fees.
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30,2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
REVENUE RECOGNITION
MARKETING INCOME is from a direct mail marketing joint venture project. Time Financial Services, Inc. records its income on a cash basis as it is received from the joint venture project.
LOAN FEES are primarily mortgaged origination fees. Revenue is recorded at the time of mortgage closing.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid debt instruments, purchased with an original maturity of three months or less, to be cash equivalents.
ACCOUNTING FOR IMPAIRMENTS IN LONG-LIVED ASSETS:
Long-lived assets and identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of assets may not be recoverable. Management periodically evaluates the carrying value and the economic useful life of its long-lived assets based on the Company's operating performance and the expected future undiscounted cash flows and will adjust the carrying amount of assets which may not be recoverable.
PROPERTY AND EQUIPMENT
Property and equipment is stated at cost. The cost of ordinary maintenance and repairs is charged to operations while renewals and replacements are capitalized. Depreciation is computed on the straight-line method over the following estimated useful lives:
Furniture and fixtures 5 years Computer equipment and software 3-5 years Demonstration equipment 5 years Leased equipment 3 years |
FEDERAL INCOME TAX:
The Company accounts for income taxes under SFAS No. 109, which requires the asset and liability approach to accounting for income taxes. Under this approach, deferred income taxes are determined based upon differences between the financial statement and tax bases of the Company's assets and liabilities and operating loss carryforwards using enacted tax rates in effect for the years in which the differences are expected to reverse. Deferred tax assets are recognized if it is more likely than not that the future tax benefit will be realized.
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.
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
OPERATING SEGMENTS:
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of certain information regarding the Company's operating segments
FAIR VALUE OF FINANCIAL INSTRUMENTS:
The Company's financial instruments include cash, cash equivalents and notes payable. Estimates of fair value of these instruments are as follows:
Cash and cash equivalents - The carrying amount of cash and cash equivalents approximates fair value due to the relatively short maturity of these instruments.
Notes payable - The carrying amount of the Company's notes payable approximate fair value based on borrowing rates currently available to the Company for borrowings with comparable terms and conditions.
NOTE 3 - PROPERTY AND EQUIPMENT:
Property and equipment consist of the following:
June 30, 2000 June 30, 1999
------------- -------------
Furniture and fixtures $ 30,270 $ 30,270
Leased equipment 1,650 1,650
------------- -------------
31,920 31,920
Less: Accumulated depreciation 26,931 24,431
------------- -------------
$ 4,989 $ 7,489
============= =============
|
NOTE 4 - OPERATING LEASES:
The Company leases office space from it's joint venture partner on a month to month basis.
NOTE 5 - PROPERTY INVESTMENT:
The real estate division acquired seven single-family rental properties in August 1997. Three have been sold. These properties are located in Laughlin, Nevada and Southern California.
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 6 - OPERATING SEGMENTS AND RELATED INFORMATION:
In 1998, the Company adopted SFAS No. 131, DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION. This statement requires the disclosure of certain information regarding the Company's operating segments. The Company operates principally in four industry segments. Direct mail marketing, product and software mortgage loan origination, and other revenues, which are primarily rental income. The following table sets forth key operating information for each business segment:
Year Ended June 30,
2000 1999
------------ ------------
Operating Revenue
Marketing $ 350,401 $ 335,628
Product & Software Sales 2,718 133,721
Loan Fees 84,203 253,737
Other Revenue (58,130) 336,010
------------ ------------
$ 379,192 $ 1,059,096
============ ============
Operating Profit (Loss)
Marketing $ 49,184 $ 45,792
Product & Software Sales (19,543) (4,849)
Loan Fees (195,525) (32,709)
Other Revenue (139,072) 132,069
------------ ------------
$ (304,956) $ 140,303
============ ============
Identifiable Assets
Marketing $ 88,142 $ 53,281
Product & Software Sales -0- 8,900
Loan Fees 10,343 27,984
Other Revenue 296,699 641,699
------------ ------------
$ 395,184 $ 731,864
============ ============
|
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
NOTE 7 - INCOME TAXES
Significant components of the Company's deferred tax liabilities and assets are as follows:
June 30
2000 1999
---------- ----------
Deferred Tax Liability $ - $ -
========== =========
Deferred Tax Assets
Net Operating Loss Carryforwards 582,872 287,900
Book/Tax Differences in Bases of Assets 2,513 103,000
Less Valuation Allowance (585,385) (390,900)
---------- ----------
Total Deferred Tax Assets $ - $ -
========== ==========
Net Deferred Tax Liability $ - $ -
========== ==========
|
As of June 30, 2000, the Company had a net operating loss carryforward for federal income tax purposes approximately equal to the accumulated deficit recognized for book purposes, which will be available to reduce future taxable income. The full realization of the tax benefit associated with the carryforward depends predominantly upon the Company's ability to generate taxable income during the carryforward period. Because of the current uncertainty of realizing such tax assets in the future, a valuation allowance has been recorded equal to the amount of the net deferred tax asset, which caused the Company's effective tax rate to differ from the statutory income tax rate. The net operating loss carryforward, if not utilized, will begin to expire in the year 2009.
NOTE 8 - LONG-TERM DEBT:
Following is a summary of long-term debt at June 30, 2000 AMOUNT
7.5% Notes Payable to Chase Manhattan with monthly payments
of $521, maturity date is March 1, 2019 $ 68,732
10.125% Note Payable to First Union Mortgage Corporation with
monthly payments of $777, maturity date is April 1, 2020 80,443
7.48% Note Payable to Washington Mutual with monthly payments
of $585, maturity date is February 10, 2019 54,005
11.0% Note Payable to GMAC Mortgage with monthly payments
of $813, maturity date is October 1, 2018 65,100
----------
Total 268,280
Less Current Maturities 7,155
----------
$ 261,125
==========
|
TIME FINANCIAL SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2000
The following are maturities of long-term debt for each of the next five years:
2001 7,155
2002 8,586
2003 10,303
2004 12,364
Remaining Balance 229,872
---------
Total Long-Term Debt $268,280
=========
|
NOTE 9 - EXTRAORDINARY LOSS
In fiscal year 2000, management determined that the note from Lela Elliot for purchase of the Wall Street Whispers is uncollectible in the amount of $95,000.
NOTE 10 - SUBSEQUENT EVENT
In fiscal year 2000 an agreement was reached to sell Time Financial Services, Inc. to Interruption Television plc. The original agreement was to be completed by June 30, 2000, however, the closing was not completed until July 20, 2000. Management will maintain the marketing and mortgage portion of the original company. The name of Time Financial Services is to be relinquished to Interruption Television, Inc.
NOTE 11 - ASSET SALE AND PURCHASE CONTRACT
The previous officers of Time Financial Services, Inc., Michael F. Pope and Philip C. La Puma purchased all of the business and personal property assets of Time Financial Services, Inc. for one dollar. Included in this asset sale and purchase agreement was also all of the property and assets of Time Lending - California, Inc. Time Lending was the only subsidiary of Time Financial Services, Inc.
[back cover page]
You should rely only on the information contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.
TIME LENDING, CALIFORNIA, INC.
PART TWO
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The laws of the Nevada permit the indemnification of directors, employees, officers and agents of Nevada corporations. Our articles of incorporation and bylaws provide that we shall indemnify to the fullest extent permitted by Nevada law any person whom we indemnify under that law.
The provisions of Nevada law that authorize indemnification do not eliminate the duty of care of a director. In appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available. In addition, each director will continue to be subject to liability for (a) violations of criminal laws, unless the director has reasonable cause to believe that his conduct was lawful or had no reasonable cause to believe his conduct was unlawful, (b) deriving an improper personal benefit from a transaction, (c) voting for or assenting to an unlawful distribution and (d) willful misconduct or conscious disregard for our best interests in a proceeding by or in our right to procure a judgment in its favor or in a proceeding by or in the right of a stockholder. The statute does not affect a director's responsibilities under any other law, such as the federal securities laws.
The effect of the foregoing is to require us to indemnify our officers and directors for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he or she reasonably believed to be in or not contrary to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
To the extent that we indemnify our management for liabilities arising under securities laws, we have been informed by the SEC that this indemnification is against public policy and is therefore unenforceable.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. [to be revised]
The estimated expenses payable by us in connection with the distribution of the securities being registered are as follows:
SEC Registration and Filing Fee................................ $ 132.00
Legal Fees and Expenses........................................ 15,000.00
Accounting Fees and Expenses................................... 5,000.00
Financial Printing and Engraving............................... 1,132.00
Blue Sky Fees and Expenses..................................... 2,500.00
Miscellaneous.................................................. 6,236.00
-------------
TOTAL................................................ $ 30,000.00
=============
|
II-1
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
There has been three sales of the Company's securities. (As noted above, in connection with the merger between Time Financial Services, Inc. and Interruption Television, Inc. and the sale of Time Lending, California , two persons consisting of its officers, and directors, were issued a total of 1,000 shares of Common Stock at a value of $.001 per share.). On December 30, 2000, those outstanding shares were forward split 1,000 to 1, resulting in a total 1,000,000 shares outstanding and 250,000 share of Common Stock at a value of $.001 per share were sold to Abacrombie Inc. for $250.00, resulting in a total 1,250,000 shares outstanding
ITEM 27. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
Exhibit No. Description of Document
----------- -----------------------
2.1 Agreement and Plan of Merger of Time Lending, California, Inc.
3.1 Articles of Incorporation of Time Lending, California, Inc.
3.2 Articles of Incorporation of Tenth Street, Inc.
3.3 Articles of Incorporation of Time Marketing Associates, Inc.
3.4 Articles of Incorporation of Time Management, Inc.
3.5 Articles and Certificate of Merger of Registrant
3.6 Bylaws of Registrant
4.1 Specimen Common Stock Certificate*
4.2 Form of Warrant of Iwona J. Alami*
5.1 Opinion of Law Offices of Iwona J. Alami*
10.1 Form of Investor Subscription Agreement*
10.2 Lease Agreement
10.3 Guaranty of Michael Pope
10.4 Guaranty of Thomas Van Wagoner
10.5 Demand Promissory Note (Michael Pope)
10.6 Demand Promissory Note (Philip La Puma)
10.7 Asset Sale and Purchase Agreement
10.8 Share Exchange Agreement between Time Financial Services, Inc.
and Interruption Television, Inc. **
22. Subsidiaries of Registrant
23.1 Consent of Michael Johnson CPA
23.2 Consent of Law Offices of Iwona J. Alami (Contained in Exhibit
5.1)*
99.1 Property Appraisals.
-----------------------------------
|
* To be filed by amendment to the registration statement
** Previously filed with the Commission. See Form 8-K dated July 20, 2000 Filed by Time Financial Services, Inc. (file 033-22264-FW)
II-2
ITEM 28. UNDERTAKINGS
The undersigned issuer hereby undertakes to provide to the underwriters, the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters, to permit prompt delivery to each purchaser.
The undersigned issuer also undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(1) include any prospectus required by section 10(a)(3) of the Securities Act;
(2) reflect in the prospectus any facts or events arising after the effective date of the registration statement;
(3) include any additional or changed material information regarding the plan of distribution;
(4) for determining liability under the Securities Act, we will treat each post- effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time shall be deemed to be the initial bona fide offering; and
(5) file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
(b) As indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the above provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(c) We undertake:
(1) For the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered in the prospectus and the offering of such securities at that time shall be deemed to be the initial bona fide offering of the securities.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, hereunto duly authorized, in Orange, California on April 16, 2001
TIME LENDING CALIFORNIA, INC.
By:/s/ Michael F. Pope ----------------------------- Michael F. Pope President (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Form SB-2 registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael F. Pope April 16, 2001
---------------------
Michael F. Pope President and Director (Principal
Executive Officer)
/s/ Philip C. La Puma Chief Financial Officer and Director April 16, 2001
--------------------- (Principal Accounting Officer)
Philip C. La Puma
|
II-4
Exhibit Index
Exhibit No. Description of Document
----------- -----------------------
2.1 Agreement and Plan of Merger of Time Lending, California, Inc.
3.1 Articles of Incorporation of Time Lending, California, Inc.
3.2 Articles of Incorporation of Tenth Street, Inc.
3.3 Articles of Incorporation of Time Marketing Associates, Inc.
3.4 Articles of Incorporation of Time Management, Inc.
3.5 Articles and Certificate of Merger of Registrant
3.6 Bylaws of Registrant
4.1 Specimen Common Stock Certificate*
4.2 Form of Warrant of Iwona J. Alami*
5.1 Opinion of Law Offices of Iwona J. Alami*
10.1 Form of Investor Subscription Agreement*
10.2 Lease Agreement
10.3 Guaranty of Michael Pope
10.4 Guaranty of Thomas Van Wagoner
10.5 Demand Promissory Note (Michael Pope)
10.6 Demand Promissory Note (Philip La Puma)
10.7 Asset Sale and Purchase Agreement
10.8 Share Exchange Agreement between Time Financial Services, Inc.
and Interruption Television, Inc. **
22. Subsidiaries of Registrant
23.1 Consent of Michael Johnson CPA
23.2 Consent of Law Offices of Iwona J. Alami (Contained in Exhibit
5.1)*
99.1 Property Appraisals.
-----------------------------------
|
* To be filed by amendment to the registration statement
** Previously filed with the Commission. See Form 8-K dated July 20, 2000 Filed by Time Financial Services, Inc. (file 033-22264-FW)
II-5
AGREEMENT AND PLAN OF MERGER
Time Lending, California Inc.,
a Nevada corporation
and
Time Lending, California Inc.,
a California corporation
1. AGREEMENT AND PLAN OF MERGER. Time Lending, California Inc., a Nevada corporation located at 1040 E. Katella Ave., Suite B1, Orange, California 92867 ("Time- Nevada"), was created for the sole purpose of effecting a merger of Time Lending, California Inc., a California corporation located at 1040 E. Katella Ave., Suite B1, Orange, California 92867 ("Time-California"), with and into Time-Nevada.
As a result of the merger of Time-California with and into Time-Nevada, Time-California shall cease to exist. Time-Nevada shall be the surviving corporation ("Surviving Corporation") in the merger. The Articles of Incorporation, Bylaws, Directors and Officers of Time-Nevada shall be the Articles of Incorporation, Bylaws, Directors and Officers of the Surviving Corporation.
Each share of Time-California no par value common stock (the "Time-California Common Stock") issued and outstanding on the Effective Date shall be converted or exchanged by the Surviving Corporation into one share of Time-Nevada $0.001 par value common stock (the "Time-Nevada Common Stock"). No shares of Time-Nevada Common Stock were issued prior to the merger. From and after the Effective Date, each certificate which previously represented shares of Time-California Common Stock will be deemed for all corporate purposes to evidence ownership of an equal number of full shares of Time- Nevada Common Stock. Certificates representing Time-California Common Stock will be replaced after the Effective Date only when submitted to the transfer agent with a request that they be so replaced or when they are presented for transfer.
2. CONSENT TO SERVICE OF PROCESS. The Board of Directors of Time-Nevada has unanimously consented to be served with process in the State of California in any proceeding for enforcement of any obligation of Time-Nevada, including any suit or other proceeding to enforce the right of any stockholders of the former Time-California as determined in appraisal proceedings pursuant to Chapter 13 of the California General Corporation Law, and the California Secretary of State is irrevocably appointed as its agent to accept service of process in any such suit or other proceedings. The California Secretary of State shall mail a copy of any such process to Time-Nevada at 1040 E. Katella Ave., Suite B1, Orange, California 92867.
3. EFFECTIVE DATE. This Agreement and Plan of Merger shall become effective immediately upon filing the Articles and Certificate of Merger in the State of Nevada and State of California ("Effective Date").
This Agreement and Plan of Merger hereby is adopted, approved, certified, executed and acknowledged by Time-Nevada and Time-California as of the ________ day of December, 2000.
TIME-CALIFORNIA:
ATTEST: TIME LENDING, CALIFORNIA, INC.,
a California corporation
/s/ Philip C. La Puma By: /s/ Michael F. Pope
------------------------------ -------------------------------
Philip C. La Puma, Secretary Michael F. Pope, President
TIME-NEVADA
ATTEST: TIME LENDING, CALIFORNIA, INC.,
a California corporation
/s/ Philip C. La Puma By: /s/ Michael F. Pope
------------------------------ -------------------------------
Philip C. La Puma, Secretary Michael F. Pope, President
|
FILED # C 20927-00
AUG 04 2000
IN THE OFFICE OF
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
Article #1: The name of the corporation is:
TIME LENDING, CALIFORNIA, INC.
Article #2: The name and address of the Resident Agent is:
Paracorp Incorporated
318 N. Carson St. #208
Carson City, NV 89701
Article #3: The type of business is to engage in any lawful activity for which a Corporation may be duly organized under the General Corporation Law of Nevada.
Article #4: The total authorized capital of the corporation is:
20,200,000 shares at a par value of $.001 of which 20,000,000 shares shall be common voting stock, each share entitled to the same dividend, liquidation, and voting rights: 200,000 shares shall be preferred voting stock, each share entitled to the same dividend, liquidation, and voting rights.
Article #5: The governing board of the corporation is three directors.
The number of directors may be changes by the board. The
director's name and address are as follows:
Michael F. Pope Philip C. La Puma 318 N. Carson St #208 318 N. Carson St #208 Carson City, NV 89701 Carson City, NV 89701 Victoria A. Pope 318 N. Carson St #208 Carson City, NV 89701 |
Article #6: All shares are non-assessable at this time.
Article #7: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Nevada Law.
Article #8: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under Nevada Law.
Article #9: The corporation shall have perpetual existence.
Article #10: The name and address of the incorporator is as follows:
Nancy A. Gaches 318 N. Carson St #208 Carson City, NV 89701
Signature: Nancy A. Gaches
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I, Paracorp Incorporated, hereby accept appointment as Resident Agent for the above named corporation.
: Nancy A. Gaches for Paracorp, Inc. Date: 8/3/00
FILED # C 5970-97
JUL27 2000
IN THE OFFICE OF
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
Article #1: The name of the corporation is:
TENTH STREET, INC.
Article #2: The name and address of the Resident Agent is:
Paracorp Incorporated
318 N. Carson St. #208
Carson City, NV 89701
Article #3: The total authorized capital of the corporation is:
25,000 shares at a par value of $.000.
Article #4: The governing board of the corporation is three directors. The number of directors may be changes by the board. The first board director's name and address are as follows:
Michael F. Pope 318 N. Carson St #208 Carson City, NV 89701
Article #5 The purpose of the corporation shall be: (Optional).
Article #6: OTHER MATTERS: This form includes the minimal statutory requirements to incorporate under NRS 78. You may attach additional information pursuant to NRS 78.037 or any other information you deem appropriate. If any of the additional information is contradictory to this form it cannot be filed and will be returned to you for correction. Number of pages attached______.
Article #7: The name and address of the incorporator is as follows:
Nancy A. Gaches
318 N. Carson St #208
Carson City, NV 89701
Signature: Nancy A. Gaches
This instrument was acknowledges before me on March 13, 1997 by Nancy A. Gaches
As incorporator of Tenth Street Inc.
Owen M. Currie Notary Public - Nevada
My appointment expires Jan. 21, 2001
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I, Paracorp Incorporated, hereby accept appointment as Resident Agent for the above named corporation.
: Nancy A. Gaches for Paracorp, Inc. Date: 3/13/97
FILED # C 20228-00
JUL27 2000
IN THE OFFICE OF
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
Article #1: The name of the corporation is:
TIME MARKETING ASSOCIATES, INC.
Article #2: The name and address of the Resident Agent is:
Paracorp Incorporated
318 N. Carson St. #208
Carson City, NV 89701
Article #3: The type of business is to engage in any lawful activity for which a Corporation may be duly organized under the General Corporation Law of Nevada.
Article #4: The total authorized capital of the corporation is:
20,200,000 shares at a par value of $.001 of which 20,000,000 shares shall be common voting stock, each share entitled to the same dividend, liquidation, and voting rights: 200,000 shares shall be preferred voting stock, each share entitled to the same dividend, liquidation, and voting rights.
Article #5: The governing board of the corporation is three directors.
The number of directors may be changes by the board. The
director's name and address are as follows:
Michael F. Pope Philip C. La Puma 318 N. Carson St #208 318 N. Carson St #208 Carson City, NV 89701 Carson City, NV 89701 Victoria A. Pope 318 N. Carson St #208 Carson City, NV 89701 |
Article #6: All shares are non-assessable at this time.
Article #7: The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Nevada Law.
Article #8: The corporation is authorized to indemnify the directors and officers of the corporation to the fullest extent permissible under Nevada Law.
Article #9: The corporation shall have perpetual existence.
Article #10: The name and address of the incorporator is as follows:
Nancy A. Gaches 318 N. Carson St #208 Carson City, NV 89701
Signature: Nancy A. Gaches
CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:
I, Paracorp Incorporated, hereby accept appointment as Resident Agent for the above named corporation.
: Nancy A. Gaches for Paracorp, Inc. Date: 7/20/00
FILED # C 19605-99
AUG 10 1999
IN THE OFFICE OF
DEAN HELLER SECRETARY OF STATE
ARTICLES OF INCORPORATION
Article #1: The name of the corporation is:
TIME MANAGEMENT, INC.
Article #2: The name and address of the Resident Agent is:
Paracorp Incorporated
318 N. Carson St. #208
Carson City, NV 89701
Article #3: The type of business is to engage in any lawful activity for which a Corporation may be duly organized under the General Corporation Law of Nevada.
Article #4: The total authorized capital of the corporation is:
20,200,000 shares at a par value of $.001 of which 20,000,000 shares shall be common voting stock, each share entitled to the same dividend, liquidation, and voting rights: 200,000 shares shall be preferred voting stock, each share entitled to the same dividend, liquidation, and voting rights.
Article #5: The members of the governing board of the corporation shall be called directors and the number thereof at the inception of this Corporation shall be one (1). Directors need not be Shareholders of this Corporation, nor residents of the State of Nevada. The number of directors may be changes by the board. The director's name and address are as follows:
Michael F. Pope 318 N. Carson St #208 Carson City, NV 89701
The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under Nevada Law.
Article #6: All shares are non-assessable at this time.
Article #7: The name and address of the incorporator is as follows:
Nancy A. Gaches 318 N. Carson St #208 Carson City, NV 89701
Article #8: The period of duration of this Corporation shall be perpetual unless otherwise amended by the Shareholders.
Article #9. The Directors shall have the power to make and to alter or amend the By-Laws; to fix the amount to be reserved as working capital and to authorize and cause to be executed mortgages and liens, without limit as to amount, upon the property and franchise of this Corporation.
With the consent in writing, and pursuant to a vote of the majority of the holders of the capital stock issued and outstanding, the Directors shall have the authority to dispose of, in any manner, the whole property of this Corporation.
The By-Laws shall determine whether and to what extent the accounts and books of the Corporation, or any of them shall be open to the inspection of the Shareholders; and no shareholder shall have any right of inspection of any account, book or document of this Corporation, except conferred by the law or By-Laws or resolution of the Shareholders.
The Shareholders and Directors shall have the power to hold meetings and keep the books, documents and papers of the Corporation outside of the State of Nevada, at such places as may be from time to time designated by the By-Laws or by resolution of the Shareholders and Directors, except as otherwise required by the laws of Nevada.
It is the intention that the objects, purposes and powers specified in Article #3 hereof shall, except where otherwise specified in Article #3, be nowise limited or restricted by reference to or inference from the terms of any other clause of Article on this Certificate of Incorporation, but that the object, purpose, and powers specified in Article #3 and each of the clauses or Articles of this Charter shall be regarded as independent objects, purposes, and powers.
Article #10: After the formation of this Corporation, each Shareholder shall be entitled to purchase and /or subscribe for the number of shares of this Corporation which may hereafter be authorized and issued for money. Each Shareholder shall have the same rights as any individual to purchase said stock, but shall not have any pre-emptive rights as that term is defined under NRS 78.265.
In witness whereof, I , the undersigned, constituting the sole incorporator and intended Shareholder, being less than three Shareholders, for the purpose of forming a Corporation under the laws of the State of Nevada, do make file and record these articles of Incorporation, and do certify that the facts herein are true and I have accordingly hereunto set my hand this 4th day of August 1999.
Signature: Michael Pope Incorporator
County of Orange
State of California
On this 4th Day of August 1999 before me, a Notary Public in and for said County and State, personally appeared Michael Pope known to me to be the person whose name is subscribed to the foregoing instrument, who duly acknowledged to me that he executed the same for the purpose therein mentioned.
In witness whereof, I have hereunto set my hand and official seal in said County and State this 4th day of August 1999.
Karen J. Fowler
Commission # 1169310
Notary Public- California
Orange County
My Comm. Expires Jan 12, 2002 By: Karen J. Fowler (Signature)
Notary Public
Aug. 10, 1999
State of Nevada
Secretary of State
I hereby certify that this is a
|
True and complete copy of this document filed in this office.
Dean Heller- Secretary of State
By (Signature)
ARTICLES AND CERTIFICATE OF MERGER
THESE ARTICLES AND CERTIFICATE OF MERGER are entered into this 4th day of December, 2000, by and between Time Lending California, Inc., a California corporation ("Time-California") and Time Lending California, Inc., a Nevada corporation ("Time-Nevada"). Time-California and Time-Nevada are referred to herein collectively as the "Constituent Corporations".
FIRST: The Agreement and Plan of Merger ("Plan of Merger") entered into between the Constituent Corporations has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations in accordance with Section 1103 of the California Corporation Code and Section 78.475 of the Nevada Revised Statues and in accordance with Section 368(a)(1)(f) of the Internal Revenue Code of 1986 as amended in order to change the domicile of the California Company to the State of Nevada.
SECOND: Time-Nevada shall be the surviving corporation. The Articles of Incorporation and Bylaws of Time-Nevada shall be the Articles of Incorporation and Bylaws of the surviving corporation.
THIRD: On December 1, 2000, 1,000 shares of Common Stock of Time-California were entitled to vote on the Plan of Merger, and 1,000 shares approved the Plan of Merger on that date. The number of votes cast was sufficient for approval. The approval of owners of Time-Nevada was not required.
FOURTH: The complete executed Plan of Merger is on file at the registered office of Time-Nevada, located at 318 North Carson Street, Suite 208, City of Carson City, State of Nevada, 89701. A copy of the Plan of Merger will be furnished by Time-Nevada, on request and without cost, to any shareholder of the Constituent Corporations.
FIFTH: Time-Nevada, as the surviving corporation, agrees that it may be served with process in the State of California in any proceeding for enforcement of any obligation of the surviving corporation arising from the merger and irrevocably appoints the Secretary of State as its agent to accept service of process in any suit or other proceedings. Any copy of such process should be mailed to 1040 E. Katella Ave., Suite B1, Orange, California 92867.
IN WITNESS WHEREOF, the Constituent Corporations have caused these Articles and Certificate of Merger to be signed as of the ______ day of December, 2000.
TIME-CALIFORNIA:
ATTEST: TIME LENDING CALIFORNIA, INC.,
a California corporation
/s/ Philip C. La Puma By: /s/ Michael F. Pope
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Philip C. La Puma, Secretary Michael F. Pope, President
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TIME-NEVADA:
ATTEST: TIME LENDING CALIFORNIA, INC.
a Nevada corporation
/s/ Philip C. La Puma By: /s/ Michael F. Pope
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Philip C. La Puma, Secretary Michael F. Pope, President
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CORPORATE ACKNOWLEDGEMENT
TIME LENDING CALIFORNIA, INC.
A CALIFORNIA CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF ORANGE )
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On this ______ day of December, 2000, before me __________________, the undersigned officer, personally appeared Michael F. Pope, known personally to me to be person who executed the foregoing document as the President of Time Lending California, Inc., a California corporation, and that he, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
S E A L Notary Public
CORPORATE ACKNOWLEDGEMENT
TIME LENDING CALIFORNIA, INC.
A NEVADA CORPORATION
STATE OF CALIFORNIA )
) ss.
CITY OF ORANGE )
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On this ________ day of December, 2000, before me ________________, the undersigned officer, personally appeared Michael F. Pope, known personally to me to be person who executed the foregoing document as the President of Time Lending California, Inc., a Nevada corporation, and that he, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
My commission expires:
BYLAWS
OF
TIME LENDING, CALIFORNIA, INC.,
A NEVADA CORPORATION
ARTICLE I
OFFICES
Section 1. PRINCIPAL OFFICES. The principal office shall be 318 North Carson Street, Suite 208, City of Carson City, State of Nevada, 89701.
Section 2. OTHER OFFICES. The Board of Directors may at any time establish branch or subordinate offices at any place or places where the corporation is qualified to do business.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held at any place within or without the State of Nevada designated by the Board of Directors. In the absence of any such designation, stockholders' meetings shall be held at the principal executive office of the corporation.
Section 2. ANNUAL MEETINGS. The annual meetings of stockholders shall be held at a date and time designated by the Board of Directors. (At such meetings, directors shall be elected and any other proper business may be transacted by a plurality vote of stockholders.)
Section 3. SPECIAL MEETINGS. A special meeting of the stockholders, for any purpose or purposes whatsoever, unless prescribed by statute or by the articles of incorporation, may be called at any time by the president and shall be called by the president or secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders holding shares in the aggregate entitled to cast not less than a majority of the votes at any such meeting.
The request shall be in writing, specifying the time of such meeting, the place where it is to be held and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president, any vice president or the secretary of the corporation. The officer receiving such request forthwith shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions
of Sections 4 and 5 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than thirty-five (35) nor more than sixty (60) days after the receipt of the request. If the notice is not given within twenty (20) days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing contained in this paragraph of this Section 3 shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.
Section 4. NOTICE OF STOCKHOLDERS' MEETINGS. All notices of
meetings of stockholders shall be sent or otherwise given in accordance with
Section 5 of this Article II not less than ten (10) nor more than sixty (60)
days before the date of the meeting being noticed. The notice shall specify the
place, date and hour of the meeting and (i) in the case of a special meeting the
general nature of the business to be transacted, or (ii) in the case of the
annual meeting those matters which the Board of Directors, at the time of giving
the notice, intends to present for action by the stockholders. The notice of any
meeting at which directors are to be elected shall include the name of any
nominee or nominees which, at the time of the notice, management intends to
present for election.
If action is proposed to be taken at any meeting for approval of (i) contracts or transactions in which a director has a direct or indirect financial interest, (ii) an amendment to the articles of incorporation, (iii) a reorganization of the corporation, (iv) dissolution of the corporation, or (v) a distribution to preferred stockholders, the notice shall also state the general nature of such proposal.
Section 5. MANNER OF GIVING NOTICE; AFFIDAVIT OF NOTICE. Notice of any meeting of stockholders shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the stockholder at the address of such stockholder appearing on the books of the corporation or given by the stockholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or is given, notice shall be deemed to have been given if sent by mail or telegram to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where this office is located. Personal delivery of any such notice to any officer of a corporation or association or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. In the event of the transfer of stock after delivery or mailing of the notice of and prior to the holding of the meeting, it shall not be necessary to deliver or mail notice of the meeting to the transferee.
If any notice addressed to a stockholder at the address of such stockholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the stockholder at such address, all future notices or reports shall be deemed to have
been duly given without further mailing if the same shall be available to the stockholder upon written demand of the stockholder at the principal executive office of the corporation for a period of one year from the date of the giving of such notice.
An affidavit of the mailing or other means of giving any notice of any stockholders' meeting shall be executed by the secretary, assistant secretary or any transfer agent of the corporation giving such notice, and shall be filed and maintained in the minute book of the corporation.
Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.
Section 6. QUORUM. The presence in person or by proxy of the holders of a majority of the shares entitled to vote at any meeting of stockholders shall constitute a quorum for the transaction of business, except as otherwise provided by statute or the articles of incorporation. The stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.
Section 7. ADJOURNED MEETING AND NOTICE THEREOF. Any stockholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares represented at such meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at such meeting.
When any meeting of stockholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at a meeting at which the adjournment is taken. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.
Section 8. VOTING. Unless a record date set for voting purposes be fixed as provided in Section 1 of Article VII of these bylaws, only persons in whose names shares entitled to vote stand on the stock records of the corporation at the close of business on the business day next preceding the day on which notice is given (or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held) shall be entitled to vote at such meeting. Any stockholder entitled to vote on any matter other than elections of directors or officers, may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal, but, if the stockholder fails to specify the number of shares such stockholder is voting affirmatively, it will be conclusively presumed that the stockholder's approving vote is with respect to all shares such stockholder is entitled to vote. Such vote may be by voice vote or by ballot; provided, however, that all elections for directors must be by ballot upon demand by a stockholder at any election and before the voting begins.
When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the articles of incorporation a different vote is required in which case such express provision shall govern and control the decision of such question. Every stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote for each share of stock standing in his name on the books of the corporation.
Section 9. WAIVER OF NOTICE OR CONSENT BY ABSENT STOCKHOLDERS. The transactions at any meeting of stockholders, either annual or special, however called and noticed, and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each person entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to a holding of the meeting, or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any regular or special meeting of stockholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 4 of this Article II, the waiver of notice or consent shall state the general nature of such proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Attendance of a person at a meeting shall also constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice if such objection is expressly made at the meeting.
Section 10. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING. Any action which may be taken at any annual or special meeting of stockholders may be taken without a meeting and without prior notice, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any stockholder giving a written consent, or the stockholder's proxy holders, or a transferee of the shares of a personal representative of the stockholder of their respective proxy holders, may revoke the consent by a writing received by the secretary of the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.
Section 11. PROXIES. Every person entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the person and filed with the secretary of the corporation. A proxy shall be deemed signed if the stockholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission or otherwise) by the stockholder or the stockholder's attorney in fact. A validly executed proxy which does not state that it is irrevocable shall continue in full force and effect unless revoked by the person executing it, prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by, or attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no such proxy shall be valid after the expiration of six (6) months from the date of such proxy, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed seven (7) years from the date of its execution. Subject to the above and the provisions of Section 78.355 of the Nevada General Corporation Law, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the corporation.
Section 12. INSPECTORS OF ELECTION. Before any meeting of stockholders, the Board of Directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If no inspectors of election are appointed, the chairman of the meeting may, and on the request of any stockholder or his proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more stockholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors before the meeting, or by the chairman at the meeting.
The duties of these inspectors shall be as follows:
(a) Determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;
(b) Receive votes, ballots, or consents;
(c) Hear and determine all challenges and questions in any way arising in connection with the right to vote;
(d) Count and tabulate all votes or consents;
(e) Determine the election result; and
(f) Do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.
ARTICLE III
DIRECTORS
Section 1. POWERS. Subject to the provisions of the Nevada General Corporation Law and any limitations in the articles of incorporation and these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the directors shall have the power and authority to:
(a) Select and remove all officers, agents, and employees of the corporation, prescribe such powers and duties for them as may not be inconsistent with law, with the articles of incorporation or these bylaws, fix their compensation, and require from them security for faithful service.
(b) Change the principal executive office or the principal business office from one location to another; cause the corporation to be qualified to do business in any other state, territory, dependency, or foreign country and conduct business within or without the State; designate any place within or without the State for the holding of any stockholders' meeting, or meetings, including annual meetings; adopt, make and use a corporate seal, and prescribe the forms of certificates of stock, and alter the form of such seal and of such certificates from time to time as in their judgment they may deem best, provided that such forms shall at all times comply with the provisions of law.
(c) Authorize the issuance of shares of stock of the corporation from time to time, upon such terms as may be lawful, in consideration of money paid, labor done or services actually rendered, debts or securities canceled, tangible or intangible property actually received.
(d) Borrow money and incur indebtedness for the purpose of the corporation, and cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor.
Section 2. NUMBER OF DIRECTORS. The number of directors which shall constitute the whole Board shall not be less than one (1) nor more than three (3), except in cases where all the shares of the corporation are owned beneficially and of record by one (1) or two (2) stockholders, the number of
directors may be less than three (3) but not less than the number of
stockholders. The exact number of authorized directors shall initially be two
(2) until changed, within the limits specified above, by a bylaw amending this
section, duly adopted by the Board of Directors. The maximum or minimum number
of directors cannot be changed, nor can a fixed number be substituted for the
maximum and minimum numbers, except by a duly adopted amendment to the articles
of incorporation or by an amendment to this bylaw duly approved by a majority of
the outstanding shares entitled to vote.
Section 3. QUALIFICATION, ELECTION AND TERM OF OFFICE OF DIRECTORS. Directors shall be elected at each annual meeting of the stockholders to hold office until the next annual meeting, but if any such annual meeting is not held or the directors are not elected at any annual meeting, the directors may be elected at any special meeting of stockholders held for that purpose, or at the next annual meeting of stockholders held thereafter. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified or until his earlier resignation or removal or his office has been declared vacant in the manner provided in these bylaws. Directors need not be stockholders.
Section 4. RESIGNATION AND REMOVAL OF DIRECTORS. Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the Board of Directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation, in which case such resignation shall be effective at the time specified. Unless such resignation specifies otherwise, its acceptance by the corporation shall not be necessary to make it effective. The Board of Directors may declare vacant the office of a director who has been declared of unsound mind by an order of a court or convicted of a felony. Any or all of the directors may be removed without cause of such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote. No reduction of the authorized number of directors shall have the effect of removing any director before his term of office expires.
Section 5. VACANCIES. Vacancies in the Board of Directors, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until the next annual meeting of the stockholders and until a successor has been elected and qualified.
A vacancy in the Board of Directors exists as to any authorized position of directors which is not then filled by a duly elected director, whether caused by death, resignation, removal, increase in the authorized number of directors or otherwise.
The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors, but any such election by written consent shall require the consent of a majority of the outstanding shares entitled to vote. If the resignation of a director is
effective at a future time, the Board of Directors may elect a successor to take office when the resignation becomes effective.
If after the filling of any vacancy by the directors, the directors then in office who have been elected by the stockholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the stockholders to elect the entire board. The term of office of any director not elected by the stockholders shall terminate upon the election of a successor.
Section 6. PLACE OF MEETINGS. Regular meetings of the Board of Directors shall be held at any place within or without the State of Nevada that has been designated from time to time by resolution of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board shall be held at any place within or without the State of Nevada that has been designated in the notice of the meeting or, if not stated in the notice or there is not notice, at the principal executive office of the corporation. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so long as all directors participating in such meeting can hear one another, and all such directors shall be deemed to be present in person at such meeting.
Section 7. ANNUAL MEETINGS. Immediately following each annual meeting of stockholders, the Board of Directors shall hold a regular meeting for the purpose of transaction of other business. Notice of this meeting shall not be required.
Section 8. OTHER REGULAR MEETINGS. Other regular meetings of the Board of Directors shall be held without call at such time as shall from time to time be fixed by the Board of Directors. Such regular meetings may be held without notice, provided the notice of any change in the time of any such meetings shall be given to all of the directors. Notice of a change in the determination of the time shall be given to each director in the same manner as notice for special meetings of the Board of Directors.
Section 9. SPECIAL MEETINGS. Special meetings of the Board of Directors for any purpose or purposes may be called at any time by the chairman of the board or the president or any vice president or the secretary or any two directors.
Notice of the time and place of special meetings shall be delivered personally or by telephone to each director or sent by first-class mail or telegram, charges prepaid, addressed to each director at his or her address as it is shown upon the records of the corporation. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the holding of the meeting. In case such notice is delivered personally, or by telephone or telegram, it shall be delivered personally or by telephone or to the telegraph company at least forty-eight (48) hours prior to the time of the holding of the meeting. Any oral notice given
personally or by telephone may be communicated to either the director or to a person at the office of the director who the person giving the notice has reason to believe will promptly communicate it to the director. The notice need not specify the purpose of the meeting nor the place if the meeting is to be held at the principal executive office of the corporation.
Section 10. QUORUM. A majority of the authorized number of
directors shall constitute a quorum for the transaction of business, except to
adjourn as hereinafter provided. Every act or decision done or made by a
majority of the directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, subject to the
provisions of Section 78.140 of the Nevada General Corporation Law (approval of
contracts or transactions in which a director has a direct or indirect material
financial interest), Section 78.125 (appointment of committees), and Section
78.751 (indemnification of directors). A meeting at which a quorum is initially
present may continue to transact business notwithstanding the withdrawal of
directors, if any action taken is approved by at least a majority of the
required quorum for such meeting.
Section 11. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding the meeting or an approval of the minutes thereof. The waiver of notice of consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such director.
Section 12. ADJOURNMENT. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting to another time and place.
Section 13. NOTICE OF ADJOURNMENT. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four (24) hours, in which case notice of such time and place shall be given prior to the time of the adjourned meeting, in the manner specified in Section 8 of this Article III, to the directors who were not present at the time of the adjournment.
Section 14. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the board shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the Board of Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the board.
Section 15. FEES AND COMPENSATION OF DIRECTORS. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement of expenses, as may be fixed or determined by resolution of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for such services. Members of special or standing committees may be allowed like compensation for attending committee meetings.
Section 16. DETERMINATION OF MAJORITY OF AUTHORIZED NUMBER OF DIRECTORS. Two (2) directors shall constitute a majority of the authorized number of directors when the whole Board of Directors consists of two (2) directors pursuant to Article III, Section 2.
ARTICLE IV
COMMITTEES
Section 1. COMMITTEES OF DIRECTORS. The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of one or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committees, who may replace any absent member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the board, shall have all the authority of the board, except with regard to:
(a) the approval of any action which, under the Nevada General Corporation Law, also requires stockholders' approval or approval of the outstanding shares;
(b) the filing of vacancies on the Board of Directors or in any committees;
(c) the fixing of compensation of the directors for serving on the board or on any committee;
(d) the amendment or repeal of bylaws or the adoption of new bylaws;
(e) the amendment or repeal of any resolution of the Board of Directors which by its express terms is not so amendable or repealable;
(f) a distribution to the stockholders of the corporation, except at a rate or in a periodic amount or within a price range determined by the Board of Directors; or
(g) the appointment of any other committees of the Board of Directors or the members thereof.
Section 2. MEETINGS AND ACTION BY COMMITTEES. Meetings and
action of committees shall be governed by, and held and taken in accordance
with, the provisions of Article III, Sections 6 (place of meetings), 8 (regular
meetings), 9 (special meetings and notice), 10 (quorum), 11 (waiver of notice),
12 (adjournment), 13 (notice of adjournment) and 14 (action without meeting),
with such changes in the context of those bylaws as are necessary to substitute
the committee and its members for the Board of Directors and its members, except
that the time or regular meetings of committees may be determined by resolutions
of the Board of Directors and notice of special meetings of committees shall
also be given to all alternate members, who shall have the right to attend all
meetings of the committee. The Board of Directors may adopt rules for the
government of any committee not inconsistent with the provisions of these
bylaws. The committees shall keep regular minutes of their proceedings and
report the same to the board when required.
ARTICLE V
OFFICERS
Section 1. OFFICERS. The officers of the corporation shall be
a president, a secretary and a treasurer. The corporation may also have, at the
discretion of the Board of Directors, a chairman of the board, one or more vice
presidents, one or more assistant secretaries, one or more assistant treasurers,
and such other officers as may be appointed in accordance with the provisions of
Section 3 of this Article V. Any two or more offices may be held by the same
person.
Section 2. ELECTION OF OFFICERS. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article V, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. The Board of Directors at its first meeting after each annual meeting of stockholders shall choose a president, a vice president, a secretary and a treasurer, none of whom need be a member of the board. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors.
Section 3. SUBORDINATE OFFICERS, ETC. The Board of Directors may appoint, and may empower the president to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the Board of Directors may from time to time determine.
Section 4. REMOVAL AND RESIGNATION OF OFFICERS. The officers of the corporation shall hold office until their successors are chosen and qualify. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power or removal may be conferred by the Board of Directors.
Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party.
Section 5. VACANCIES IN OFFICES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointments to such office.
Section 6. CHAIRMAN OF THE BOARD. The chairman of the board, if such an officer be elected, shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the bylaws. If there is no president, the chairman of the board shall in addition be the chief executive officer of the corporation and shall have the powers and duties prescribed in Section 7 of this Article V.
Section 7. PRESIDENT. Subject to such supervisory powers, if any, as may be given by the Board of Directors to the chairman of the board, if there be such an officer, the president shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and the officers of the corporation. He shall preside at all meetings of the stockholders and, in the absence of the chairman of the board, of if there be none, at all meetings of the Board of Directors. He shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by the Board of Directors or the bylaws. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the corporation.
Section 8. VICE PRESIDENTS. In the absence or disability of the president, the vice presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, a vice president designated by the Board of Directors, shall perform all the duties of the president, and when so acting shall have all the powers of, and be subject to all the restrictions
upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board of Directors or the bylaws, the president or the chairman of the board.
Section 9. SECRETARY. The secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record, keep or cause to be kept, at the principal executive office or such other place as the Board of Directors may order, a book of minutes of all meetings of directors, committees of directors and stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' and committee meetings, the number of shares present or represented at stockholders' meetings, and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, as determined by resolution of the Board of Directors, a share register, or a duplicate share register, showing the names of all stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings of stockholders and of the Board of Directors required by the bylaws or by law to be given, and he shall keep the seal of the corporation in safe custody, as may be prescribed by the Board of Directors or by the bylaws.
Section 10. TREASURER. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The books of account shall at all reasonable times be open to inspection by any director.
The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the Board of Directors. He shall disburse the funds of the corporation as may be ordered by the Board of Directors, shall render to the president and directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation, and shall have other powers and perform such other duties as may be prescribed by the Board of Directors or the bylaws.
If required by the Board of Directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.
ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES,
AND OTHER AGENTS
Section 1. ACTIONS OTHER THAN BY THE CORPORATION. The 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 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 attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he 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, has no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does 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.
Section 2. ACTIONS BY THE CORPORATION. The 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 attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he 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. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
Section 3. SUCCESSFUL DEFENSE. To the extent that a director, officer, employee or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
Section 4. REQUIRED APPROVAL. Any indemnification under Sections 1 and 2, unless ordered by a court or advanced pursuant to Section 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the Board of Directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.
Section 5. ADVANCE OF EXPENSES. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this section do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
Section 6. OTHER RIGHTS. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this Article VI:
(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to Section 2 or for the advancement of expenses made pursuant to Section 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.
Section 7. INSURANCE. The corporation may purchase and maintain insurance on behalf of any person who 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 for any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article VI.
Section 8. RELIANCE ON PROVISIONS. Each person who shall act as an authorized representative of the corporation shall be deemed to be doing so in reliance upon the rights of indemnification provided by this Article.
Section 9. SEVERABILITY. If any of the provisions of this Article are held to be invalid or unenforceable, this Article shall be construed as if it did not contain such invalid or unenforceable provision and the remaining provisions of this Article shall remain in full force and effect.
Section 10. RETROACTIVE EFFECT. To the extent permitted by applicable law, the rights and powers granted pursuant to this Article VI shall apply to acts and actions occurring or in progress prior to its adoption by the Board of Directors.
ARTICLE VII
RECORDS AND BOOKS
Section 1. MAINTENANCE OF SHARE REGISTER. The corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board of Directors, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder.
Section 2. MAINTENANCE OF BYLAWS. The corporation shall keep at its principal executive office, or if its principal executive office is not in this State at its principal business office in this State, the original or a copy of the bylaws as amended to date, which shall be open to inspection by the stockholders at all reasonable times during office hours. If the principal executive office of the corporation is outside this state and the corporation has no principal business office in this state, the secretary shall, upon the written request of any stockholder, furnish to such stockholder a copy of the bylaws as amended to date.
Section 3. MAINTENANCE OF OTHER CORPORATE RECORDS. The accounting books and records and minutes of proceedings of the stockholders and the Board of Directors and any committee or committees of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form.
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of this corporation and any subsidiary of this corporation. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. The foregoing rights of inspection shall extend to the records of each subsidiary of the corporation.
Section 4. ANNUAL REPORT TO STOCKHOLDERS. Nothing herein shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the stockholders of the corporation as they deem appropriate.
Section 5. FINANCIAL STATEMENTS. A copy of any annual financial statement and any income statement of the corporation for each quarterly period of each fiscal year, and any accompanying balance sheet of the corporation as of the end of each such period, that has been prepared by the corporation shall be kept on file in the principal executive office of the corporation for twelve (12) months.
Section 6. ANNUAL LIST OF DIRECTORS, OFFICERS AND RESIDENT AGENTS. The corporation shall, on or before July 31st of each year, file with the Secretary of State of the State of Nevada, on the prescribed form, a list of its officers and directors and a designation of its resident agent in Nevada.
ARTICLE VIII
GENERAL CORPORATE MATTERS
Section 1. RECORD DATE. For purposes of determining the stockholders entitled to notice of any meeting or to vote or entitled to receive payment of any dividend or other distribution or allotment of any rights or entitled to exercise any rights in respect of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days prior to the date of any such meeting nor more than sixty (60) days prior to any other action, and in such case only stockholders of record on the date so fixed are entitled to notice and
to vote or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the corporation after the record date fixed as aforesaid, except as otherwise provided in the Nevada General Corporation Law.
If the Board of Directors does not so fix a record date:
(a) The record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which the meeting is held.
(b) The record date for determining stockholders entitled to give consent to corporate action in writing without a meeting, when no prior action by the board has been taken, shall be the day on which the first written consent is given.
(c) The record date for determining stockholders for any other purpose shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth (60th) day prior to the date of such other action, whichever is later.
Section 2. CLOSING OF TRANSFER BOOKS. The directors may prescribe a period not exceeding sixty (60) days prior to any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix a date not more than sixty (60) days prior to the holding of any such meeting as the day as of which stockholders entitled to notice of and to vote at such meeting shall be determined; and only stockholders of record on such day shall be entitled to notice or to vote at such meeting.
Section 3. REGISTERED STOCKHOLDERS. The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.
Section 4. CHECKS, DRAFTS, EVIDENCES OF INDEBTEDNESS. All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors.
Section 5. CORPORATE CONTRACTS AND INSTRUMENTS; HOW EXECUTED. The Board of Directors, except as in the bylaws otherwise provided, may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; and, unless so
authorized or ratified by the Board of Directors or within the agency power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or to any amount.
Section 6. STOCK CERTIFICATES. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each stockholder when any such shares are fully paid, and the Board of Directors may authorize the issuance of certificates or shares as partly paid provided that such certificates shall state the amount of the consideration to be paid therefor and the amount paid thereon. All certificates shall be signed in the name of the corporation by the president or vice president and by the treasurer or an assistant treasurer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the stockholder. When the corporation is authorized to issue shares of more than one class or more than one series of any class, there shall be set forth upon the face or back of the certificate, or the certificate shall have a statement that the corporation will furnish to any stockholders upon request and without charge, a full or summary statement of the designations, preferences and relatives, participating, optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions of such rights, and, if the corporation shall be authorized to issue only special stock, such certificate must set forth in full or summarize the rights of the holders of such stock. Any or all of the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.
No new certificate for shares shall be issued in place of any certificate theretofore issued unless the latter is surrendered and canceled at the same time; provided, however, that a new certificate may be issued without the surrender and cancellation of the old certificate if the certificate thereto fore issued is alleged to have been lost, stolen or destroyed. In case of any such allegedly lost, stolen or destroyed certificate, the corporation may require the owner thereof or the legal representative of such owner to give the corporation a bond (or other adequate security) sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.
Section 7. DIVIDENDS. Dividends upon 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. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the articles of incorporation.
Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in which it was created.
Section 8. FISCAL YEAR. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section 9. SEAL. The corporate seal shall have inscribed thereon the name of the corporation, the year of its incorporation and the words "Corporate Seal, Nevada."
Section 10. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The chairman of the board, the president, or any vice president, or any other person authorized by resolution of the Board of Directors by any of the foregoing designated officers, is authorized to vote on behalf of the corporation any and all shares of any other corporation or corporations, foreign or domestic, standing in the name of the corporation. The authority herein granted to said officers to vote or represent on behalf of the corporation any and all shares held by the corporation in any other corporation or corporations may be exercised by any such officer in person or by any person authorized to do so by proxy duly executed by said officer.
Section 11. CONSTRUCTION AND DEFINITIONS. Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Nevada General Corporation Law shall govern the construction of the bylaws. Without limiting the generality of the foregoing, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.
ARTICLE IX
AMENDMENTS
Section 1. AMENDMENT BY STOCKHOLDERS. New bylaws may be adopted or these bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote, or by the written assent of stockholders entitled to vote such shares, except as otherwise provided by law or by the articles of incorporation.
Section 2. AMENDMENT BY DIRECTORS. Subject to the rights of the stockholders as provided in Section 1 of this Article, bylaws may be adopted, amended or repealed by the Board of Directors.
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting secretary of Time Lending, California, Inc., a Nevada corporation; and
2. That the foregoing Bylaws, comprising twenty (20) pages, constitute the Bylaws of said corporation as duly adopted by the Board of Directors of said corporation by a Unanimous Written Consent dated as of July___, 2000.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said corporation this ___ day of July, 2000.
Merchants Centre Standard Commercial Multi-Tenant Lease
1. Basic Provisions
1.1 Parties: This Lease ("Lease"), dated for reference purposes only, January 6, 2000, is made by and between Merchants Centre LLC, ("Landlord") and Signature Marketing Associates, ("Tenant"). (collectively the "Parties" or individually a "Party").
1.2 (a) Premises: That certain portions of the Building, including all improvements therein or to be provided by Landlord under the terms of this Lease, commonly known by the street address of 1040 E. Katella Ave. Unit B-1 located in the City of Orange, County of Orange. State of California, with a ZIP code 92867, as outlined on Exhibit "A" attached hereto("Premises"). The "Building" is that certain building containing the Premises and generally described as Merchants Centre. In addition to Lessees rights to use occupy he {remises as hereinafter specified, Tenant shall have non-exclusive rights to the Common areas (as Defined in Paragraph 2.7 below a hereinafter specified, but shall not have any rights to the roof, exterior walls or utility raceways of the Building or to any other Buildings in the Retail Center. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Retail Center." (Also see Paragraph 2.)
1.2(b) Parking: Ten(10) unreserved vehicle parking spaces ("Unreserved Parking Spaces"), and None reserved vehicle parking spaces.
1.3 Term: Three (3) years and 0 months("original Term") commencing February 1, 2000 ("Commencement Date") and ending January 31, 2003 ("Expiration Date")
1.4 Early Possession: about January 20, 2000.("Early Possession Date"). (Also see Paragraph 3.2 and 3.3).
1.5 Base Rent: $2211 per month ("Base Rent"), payable ton the first day of each and every month without notice or demand, month commencing February 1, 2000 (Also see Paragraph 50). X If this box is checked, this lease provides for the Base Rent fo be adjusted per Paragraph 50, attached hereto.
1.6 (a) Base Rent Paid Upon Execution: $ 2,211 as Base Rent for the period February 2000.
1.6 (b) Tenant's Share of Common Area Operating Expenses: N/A percent
(%)
1.7 Security Deposit: $3000 ("Security Deposit")
1.8 Permitted Use: General Office
1.9 Insuring Party: Landloard is the "Insuring Party"
1.10 (a) Payment to Brokers. The following real estate brokers (collectively, the "Brokers") and brokerage relationships exist in this transaction and are consented to by the Parties )check applicable boxes):
[ ] Dineen Properties, Inc. represents Landlord exclusively ("Landlords Broker")
[ ] Dineen Properties, Inc. represents Tenant exclusively ("Tenant's Broker")
[ ] ________________________represents both Landlord and Tenant ("Dual Agency").
1.10(b) Payment to Brokers. Upon execution of this Lease by both Parties, Landlord shall pay to said Broker(s) jointly, or in such separate shares as they may mutually designate in writing, a fee as set forth in a separate written agreement between Landlord and sid Broker(s).
1.11 Guarantor. The obligations of the Tenant under this lease are to be guaranteed by N/A ("Guarantor"). Also see Paragraph 37.)
1.12 Addenda and Ehhhahibits. Attached hereto is an addendum of Addenda
consisting of Paragraphs _______ through________ and Exhibits A through E, all
of which constitute a part of this Lease. Paragraph 2 through Paragraph 49:
Standard paragraphs are on file at Company offices.
50. Base Rent shall be as follows:
2/01/00-1/31/01 $2,211.00 2/01/01-1/31/02 $2,512.50 2/01/02-1/31/03 $2,613.00 |
51. Tenant accepts space "as is", except as outlined in Paragraph 49.
52. Security Deposit shall be paid as follows:
$1,500 at lease signing, $500 per month beginning February 1, 200.
*Please issue separate checks.
53. This lease is Guaranteed by Thomas Van Wagoner See Exhibit E.
Landlord and tenant have carefully read and reviewed this lease and each term and provision contained herein, and by the execution of this lease show their informed and voluntary consent hereto. The Parties hereby agree that , at the time this lease is executed, the terms of this lease are commercially reasonable and effectuate the intent and purpose of landlord and tenant with respect to the premises.
The parties hereto have executed this lease at the place and on the dates specified above their respective, signatures.
Landlord Tenant
Executed at: Orange, CA Executed at: Orange, Ca
Date: 1/13/00 Date: 1/7/00
/S/ E.R. Dirkstern /s/ T R Van Wagoner
------------------ -------------------
By: Partner By: T R Van Wagoner
Exhibit A -Map
Exhibit B - Blank
Exhibit C - Blank
Exhibit D - Building Rules and Regulations
Exhibit E - Personal Guarantee Tm Van Wagoner
Mike Pope up to $10,000 limit.
|
All Exhibits on file at Corporate Offices.
EXHIBIT E
GUARANTY
THIS GUARANTY IS PROVIDED AS OF THIS 10 DAY OF January by Michael F.
Pope Guarantor and Merchants Centre LLC Landlord.
GUARANTY
THIS GUARANTY is entered into on the basis of the following facts, Understanding and intentions of the parties:
Signature Marketing Assoc. ("Tenant") has agreed to lease certain space from Landlord pursuant to the terms of that certain lease (the "Lease") dated January 6, 2000.
As a condition to its agreement to enter into the Lease, Landlord has required that Guarantor execute this Guaranty guaranteeing performance by Tenant of all the covenants and obligations of the Lease.
NOW, THEREFORE, in order to induce the Landlord to enter into the Lease, Guarantor agrees as follows:
Guarantor unconditionally guarantees the timely performance of each and every covenant and obligation on the part of Tenant to be performed pursuant to the terms of the Lease in accordance with the terms of and at the times and places therein specified. Said obligations of Tenant are hereinafter called the "Lease Obligations".
1. The obligation of the Guarantor hereunder are independent of Tenant. A separate action or actions may be brought against Guarantor hereon whether or not action is brought against Tenant or Tenant be joined in any such action or actions. Guarantor waives the benefit of any statute of limitations affecting its ability hereunder or the enforcement thereof.
2. Guarantor authorizes Landlord, without notice or demand and
without affecting its liability hereunder, from time to time
to:
a. amend, modify, accelerate or defer the time for
performance of the Lease Obligations. Any increase or
decrease of the rental rate shall be in accordance
with the terms of the lease.
b. take and hold security for the performance of the Lease Obligations and exchange, enforce, waive or release any such security: and apply such security in whole or in part and direct the order or manner of sale thereof as Landlord may determine its sole discretion.
Guarantor waives any defenses that may become available by reason of Civil Code sections 2787 to 2855, inclusive, including any right to require Landlord to: proceed against tenant; proceed against or exhaust any security held from Tenant; or pursue any other remedy in Landlord's power whatsoever.
Guarantor waives any defense arising by reason of any disability or other defense of Tenant or by reason of the bankruptcy, insolvency, reorganization or other debtor's relief afforded to Tenant pursuant to the present or any future provisions of the national bankruptcy Act or any other state or federal statute, or by reason of the liability of Tenant, other than full performance and discharge of the Lease Obligations.
Until the Lease Obligations have been performed in full, Guarantor shall have no right of subrogation and waives any right to enforce any remedy which Landlord now has or may hereafter have against tenant and waives the benefit of and any right to participate in any security now or hereafter held by Landlord from tenant except to the extent such security remains after performance in full of the Lease Obligations.
Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty and of the existence, creation or incurring of all or any part of the Lease Obligations now existing or hereafter arising. Guarantor acknowledges that it has access to and
knowledge of all information relevant to the financial condition of Tenant and waives any right to notice of Tenant's condition or the condition of the Lease from Landlord except in those instances and with respect to those specific matters where such notice is specifically requested.
Guarantor warrants that:
All financial reports and statements of Guarantor heretofore furnished to Landlord are correct and accurate and reflect the true financial condition of Guarantor as of date of said reports and statements and there has been no material adverse change since said date or dates. Guarantor has title to all assets referred to in such reports or statements.
There are no actions, suits or proceedings pending, or so far as Guarantor is advised, threatened against Guarantor which might result in any material adverse change I the financial condition of Guarantor; and
Neither (i) execution or delivery of this Guaranty, nor (ii) compliance with the terms hereof will conflict with or result in the breach of any law of statute or will constitute a breach of default under any law or statute or will constitute a breach or default under any agreement or instrument to which Guarantor may be a party or result in the creation or imposition of any change or lien upon any property or assets of Guarantor.
Until performance of the Lease Obligations in full:
Guarantor shall not permit, cause or suffer the occurrence of any condition, event or act which would conflict with or constitute a break of or a default under, or which with the passage of time or the giving of notice or both would result in a conflict with or breach of or default under any agreement or indenture to which Guarantor is a party, or any law, statute or regulation applicable to Guarantor; and
Upon request by Landlord, Guarantor shall promptly advise Landlord in writing of:
(1) All actions, suits or proceedings pending or to its knowledge threatened at law or before any federal, state municipal or other court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, involving the possibility of judgements, penalties or liabilities against Guarantor which might in the aggregate exceed $10,000 + legal fees and which are not adequately covered by insurance; and
(2) Any material adverse change in the business of financial condition of Guarantor.
Landlord may without notice assign this Guaranty or its interest hereunder in whole or in part.
This Guaranty shall be enforceable by Landlord in accordance with the laws of the State of California and shall be construed in accordance therewith. Guarantor appoints Tenant as its agent for service of process in any action or proceeding to enforce the provisions hereof. Concurrently with service of any postage prepaid, to Guarantor at -----------------------.
Guarantor agrees to pay reasonable attorney's fees and all other costs and expenses which may be incurred by Landlord in the enforcement of this Guaranty or of any rights of Landlord against Tenant for the breach of the Lease Obligations.
No failure on the part of Landlord to pursue ant remedy hereunder or under the Lease shall constitute a waiver by Landlord f the right to pursue said remedy on the basis of the same or a subsequent breach. Guarantor acknowledges that its undertakings hereunder are given in consideration of Landlord's acceptance of the Lease and Landlord's execution thereof and that Landlord would not consummate the Lease were it not for the execution and delivery of this Guaranty.
Landlord and Lessor are interchangeable, as well as Tenant and Lessee.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty the day and year first above written.
"Guarantor"
Michael F. Pope
EXHIBIT E
GUARANTY
THIS GUARANTY IS PROVIDED AS OF THIS 10 DAY OF January by Thomas
Van Wagoner Guarantor and Merchants Centre LLC Landlord.
GUARANTY
THIS GUARANTY is entered into on the basis of the following facts, Understanding and intentions of the parties:
Signature Marketing Assoc. ("Tenant") has agreed to lease certain space from Landlord pursuant to the terms of that certain lease (the "Lease") dated January 6, 2000.
As a condition to its agreement to enter into the Lease, Landlord has required that Guarantor execute this Guaranty guaranteeing performance by Tenant of all the covenants and obligations of the Lease.
NOW, THEREFORE, in order to induce the Landlord to enter into the Lease, Guarantor agrees as follows:
Guarantor unconditionally guarantees the timely performance of each and every covenant and obligation on the part of Tenant to be performed pursuant to the terms of the Lease in accordance with the terms of and at the times and places therein specified. Said obligations of Tenant are hereinafter called the "Lease Obligations".
1. The obligation of the Guarantor hereunder are independent of Tenant. A separate action or actions may be brought against Guarantor hereon whether or not action is brought against Tenant or Tenant be joined in any such action or actions. Guarantor waives the benefit of any statute of limitations affecting its ability hereunder or the enforcement thereof.
2. Guarantor authorizes Landlord, without notice or demand and without affecting its liability hereunder, from time to time to: a. amend, modify, accelerate or defer the time for performance of the Lease Obligations. Any increase or decrease of the rental rate shall be in accordance with the terms of the lease. b. take and hold security for the performance of the Lease Obligations and exchange, enforce, waive or release any such security: and apply such security in whole or in part and direct the order or manner of sale thereof as Landlord may determine its sole discretion.
Guarantor waives any defenses that may become available by reason of Civil Code sections 2787 to 2855, inclusive, including any right to require Landlord to: proceed against tenant; proceed against or exhaust any security held from Tenant; or pursue any other remedy in Landlord's power whatsoever.
Guarantor waives any defense arising by reason of any disability or other defense of Tenant or by reason of the bankruptcy, insolvency, reorganization or other debtor's relief afforded to Tenant pursuant to the present or any future provisions of the national bankruptcy Act or any other state or federal statute, or by reason of the liability of Tenant, other than full performance and discharge of the Lease Obligations.
Until the Lease Obligations have been performed in full, Guarantor shall have no right of subrogation and waives any right to enforce any remedy which Landlord now has or may hereafter have against tenant and waives the benefit of and any right to participate in any security now or hereafter held by Landlord from tenant except to the extent such security remains after performance in full of the Lease Obligations.
Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notices of dishonor and notices of acceptance of this Guaranty and of the existence, creation or incurring of all or any part of the Lease Obligations now existing or hereafter arising. Guarantor acknowledges that it has access to and knowledge of all information relevant to the financial condition of
Tenant and waives any right to notice of Tenant's condition or the condition of the Lease from Landlord except in those instances and with respect to those specific matters where such notice is specifically requested.
Guarantor warrants that:
All financial reports and statements of Guarantor heretofore furnished to Landlord are correct and accurate and reflect the true financial condition of Guarantor as of date of said reports and statements and there has been no material adverse change since said date or dates. Guarantor has title to all assets referred to in such reports or statements.
There are no actions, suits or proceedings pending, or so far as Guarantor is advised, threatened against Guarantor which might result in any material adverse change I the financial condition of Guarantor; and
Neither (i) execution or delivery of this Guaranty, nor (ii) compliance with the terms hereof will conflict with or result in the breach of any law of statute or will constitute a breach of default under any law or statute or will constitute a breach or default under any agreement or instrument to which Guarantor may be a party or result in the creation or imposition of any change or lien upon any property or assets of Guarantor.
Until performance of the Lease Obligations in full:
Guarantor shall not permit, cause or suffer the occurrence of any condition, event or act which would conflict with or constitute a break of or a default under, or which with the passage of time or the giving of notice or both would result in a conflict with or breach of or default under any agreement or indenture to which Guarantor is a party, or any law, statute or regulation applicable to Guarantor; and
Upon request by Landlord, Guarantor shall promptly advise Landlord in writing of:
(1) All actions, suits or proceedings pending or to its knowledge threatened at law or before any federal, state municipal or other court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, involving the possibility of judgements, penalties or liabilities against Guarantor which might in the aggregate exceed $10,000 + legal fees and which are not adequately covered by insurance; and
(2) Any material adverse change in the business of financial condition of Guarantor.
Landlord may without notice assign this Guaranty or its interest hereunder in whole or in part.
This Guaranty shall be enforceable by Landlord in accordance with the laws of the State of California and shall be construed in accordance therewith. Guarantor appoints Tenant as its agent for service of process in any action or proceeding to enforce the provisions hereof. Concurrently with service of any postage prepaid, to Guarantor at -----------------------.
Guarantor agrees to pay reasonable attorney's fees and all other costs and expenses which may be incurred by Landlord in the enforcement of this Guaranty or of any rights of Landlord against Tenant for the breach of the Lease Obligations.
No failure on the part of Landlord to pursue ant remedy hereunder or under the Lease shall constitute a waiver by Landlord f the right to pursue said remedy on the basis of the same or a subsequent breach. Guarantor acknowledges that its undertakings hereunder are given in consideration of Landlord's acceptance of the Lease and Landlord's execution thereof and that Landlord would not consummate the Lease were it not for the execution and delivery of this Guaranty.
Landlord and Lessor are interchangeable, as well as Tenant and Lessee.
IN WITNESS WHEREOF, the undersigned has executed this Guaranty the day and year first above written.
"Guarantor"
Thomas Van Wagoner
DEMAND PROMISSORY NOTE
$45,000 Date: July 31, 2000
FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to the order of Michael F. Pope, the sum of Forty Five Thousand Dollars ($45,000), together with interest of 0% per annum on the unpaid balance. The entire unpaid principal and any accrued interest shall be fully and immediately payable UPON DEMAND of any holder thereof.
Upon default in making payment within 15 days of demand, and provided this note is turned over for collection, the undersigned agree to pay all reasonable legal fees and costs of collection to the extent permitted by law. This note shall take effect as a sealed instrument and be enforced in accordance with the laws of the payee's state. All parties to this note waive presentment, notice of non-payment, protest and notice of protest, and agree to remain fully bound notwithstanding the release of any party, extension or modification of terms, or discharge of any collateral for this note.
In the presence of:
/s/ Michael F. Pope By: /s/ Philip C. La Puma
----------------------- -------------------------------
Witness Philip C. La Puma for
Time Lending, California
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DEMAND PROMISSORY NOTE
$45,000 Date: July 31, 2000
FOR VALUE RECEIVED, the undersigned jointly and severally promise to pay to the order of Philip C. La Puma, the sum of Forty Five Thousand Dollars ($45,000), together with interest of 0% per annum on the unpaid balance. The entire unpaid principal and any accrued interest shall be fully and immediately payable UPON DEMAND of any holder thereof.
Upon default in making payment within 15 days of demand, and provided this note is turned over for collection, the undersigned agree to pay all reasonable legal fees and costs of collection to the extent permitted by law. This note shall take effect as a sealed instrument and be enforced in accordance with the laws of the payee's state. All parties to this note waive presentment, notice of non-payment, protest and notice of protest, and agree to remain fully bound notwithstanding the release of any party, extension or modification of terms, or discharge of any collateral for this note.
In the presence of:
/s/ Philip C. La Puma By: /s/ Michael F. Pope
------------------------------ ---------------------------------
Witness Michael F. Pope for
Time Lending, California
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ASSET SALE AND PURCHASE CONTRACT
1. PREAMBLE This contract is between Time Financial Services, Inc., hereafter designated as Seller, who desires to sell the personal and other property described below, and Michael F. Pope and Philip C. La Puma, hereafter designated as Buyer, who desires to purchase the personal and other property described below. This contract is made at the time and place it is last signed by a party as indicated in the execution clause at the end of the contract. This contract is effective at that time even though that time may vary from the transfer date specified below. This sale will take place on the terms and conditions stated in this contract and there are no other or contrary terms, all prior negotiations being merged into this writing.
2. PROPERTY TO BE TRANSFERRED Subject to the terms and conditions of this contract, as well as more specific descriptions and exclusions set forth below, Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer agrees to purchase and pay for all of the business and personal and other property assets general described as all assets of the business, of every kind, character and description, whether tangible or intangible, personal or some interest in real property or mixed, wherever located described below:
A. All property and other assets of Time Lending, California, listed in
Exhibit "A", which is attached hereto and incorporated herein by this
reference, other than items which may be listed but herein excluded.
B. Inventory, supplies, work in process, completed but unsold goods,
except as otherwise excluded.
C. Leasehold rights of the real property located at 1040 E. Katella Ave,
Suite B1, Orange, California 92867. Buyer shall assume the existing
lease agreement and hold seller harmless.
D. Copyrights, trademarks, trade names, trade secrets, patents, licenses,
refund and adjustment claims.
E. A covenant not to compete as set forth below.
F. Goodwill.
G. Customer lists, contracts, Internet site, and domain name.
H. The account receivable of Time Lending, California and Seller as of
the transfer date.
I. Buyer has the right to use the d.b.a. Time Financial in connection
with collection of accounts receivable and payment of account payable
until the existing accounts are closed out or transferred to Time
Lending's name.
3. PRICE AND TERMS The total purchase price which Buyer shall pay to Seller in consideration of the above-described property is the sum of $1.00 which shall be subject to no adjustments, except as hereafter stated in this contract. The total purchase price shall be paid in the form of cash.
4. ALLOCATION OF PURCHASE PRICE
None.
5. PAYMENT OF TAXES AND PRORATIONS Buyer shall pay to Seller or to the taxing authority all sales and use taxes arising out of this sales transaction of the transfer of property described in this contract and shall hold Seller harmless therefrom. If Buyer pays the taxing authority directly, Buyer shall immediately thereafter furnish Seller with a receipt therefrom. Buyer shall remain fully responsible for any or all federal, state and local and personal property taxes, occupation, withholding, payroll or other business operation tax imposed on Seller's business activities prior to the transfer date. Buyer shall likewise remain fully responsible for all other business expenses incurred prior to the transfer date including rent, utilities, insurance premiums and like items prorated to the date of transfer. Buyer shall assume all responsibility for all of the taxes and expenses enumerated in this paragraph on and after the transfer date and shall hold the Seller harmless therefrom.
6. ESCROW AND TRANSFER The transfer date is the date and time when Seller will deliver possession, actual or constructive, of the transferred property to the Buyer. The transfer date is hereby agreed to be July 21,2000 at the hour of 8:00am PDT. Each party, in the interest of economy, has agreed to waive the benefits of a formal escrow and all documents, permits, releases, notices or other items to change hands pursuant to the terms of this contract will pass directly between Buyer and Seller.
7. WARRANTIES, DISCLAIMERS, REPRESENTATIONS, PROMISES
A. Seller represents to Buyer as follows:
1. Seller has no obligations, which Buyer will become obligated to pay,
except as otherwise specified in this contract.
2. Seller has timely filed all federal, state and local tax returns
required by law and has paid all taxes, assessments and penalties
which have become due.
3. Seller good, marketable title to all of the property transferred by
this contract. Except as noted, all such assets are free and clear of
restrictions or conditions to transfer mortgage, liens or other
impediments to Buyer's receipt of title.
4. Seller has no employment contracts or collective bargaining agreements
to which Buyer could become bound by the purchase of assets as set
forth herein.
B. Buyer represents to Seller as follows:
1. Buyer will maintain all open accounts payable, in a currently paid
condition.
2. Buyer will maintain casualty insurance coverage on all property
transferred by this contract, in the sum equal to the value
established by this contract, or more.
3. Buyer has had full opportunity to inspect all property being
transferred, Seller's records and business and, except as otherwise
set forth herein, accepts all of these in "AS IS" condition, with all
faults.
4. Buyer has neither seen nor employed any realtor or business
opportunity broker or similar agent in connection with this
transaction and Seller shall not be obligated to pay any commission on
the sales price or otherwise as a result of any actions of the Buyer.
8. MISCELLANEOUS This agreement, made in the County of Orange, State of California, is binding on and shall inure to the benefit of the heirs, administrators, successors and assigns of each of the parties hereto. Words used in this agreement in the present tense include the future as well as the present, the masculine gender includes the feminine and neuter, the singular includes the plural, the plural includes the singular and the word "person" includes a corporation. Captions and headings are for convenience only, not to be used in interpreting or construing the contract itself. The contract includes the accompanying and contemporaneously executed exhibits and related documents.
EXECUTED this_________day of July , 2000 at Orange, California
/s/ Michael F. Pope Time Financial Services, Inc. -------------------------- Michael F. Pope Buyer /s/ Philip C. La Puma By: /s/ Michael F. Pope -------------------------- ---------------------------------- Philip C. La Puma Michael F. Pope Buyer For Seller, Michael F. Pope, President |
EXHIBIT "A"
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List of Assets
1. All shares of Time Lending, California common stock authorized and or
issued, including the receivable for Infoplan (Mike Wing) and the
receivable from Lela Elliot for Wall Street Whispers, (both of which
are currently delinquent).
1. Tenth Street, Inc., a Nevada corporation
2. Time Marketing Associates, Inc., a Nevada corporation
3. Time Management, Inc., a Nevada corporation
Michael Johnson & Co., LLC.
Certified Public Accountants
9175 East Kenyon Ave., Suite 100
Denver, Colorado 80237
April 12, 2001
Time Lending, California, Inc.
The above named CPA firm consents to the inclusion in the registration statement on Form SB-2 of the audited financial statements for Time Lending, California, Inc. for the month of July, 2000 and to the inclusion of the audited financial statements of Time Financial Services, Inc. for the fiscal years ended June 30, 2000 and 1999.
/s/ Michael B. Johnson ---------------------- Michael B. Johnson President |
STAPP HOME REALTY
February 7, 2001
Mike Pope
1040 E. Katella Ave Suite B1
Orange, CA 92867
Re: 1550 Etiwanda Av, Rialto
This letter is to inform you that the property above has 3 bedrooms and 1.5 baths, 2car garage, 1,410sq. ft., lot size of 15,000 sq. ft. The current appraised value base on comps is $123,000 approx.
If you have any questions, please do not hesitate to call me at 909-641-9149.
Ivan Freyre
9522 E. 19th Street - Rancho Cucamonga. CA 91701
(909) 945-9211 - FAX: (909) 484-3155
ERA PRIME PROPERTIES
3100 S. Needles Hwy.
Suite 1000
Laughlin, NV 89029
Office: (702) 298-6000
Fax: (702) 298-6002
February 9, 2001
Mr. Mike Pope
Time Lending, California
1040 E. Katella Ave Suite B1
Orange, CA 92867
Dear Mike-Your property located at 30 Palm Gardens in Laughlin Nevada was built in 1990. It is a three bedroom, two bath single family home with a two car attached Garage and is approximately 1364 square feet. The lot size is approximately .29 acres. Construction consists of a concrete tile roof cover and frame/stucco exterior.
The value of this property based on our most recent sales would be $99,000.00
Please don't hesitate to call if we can be of any further assistance.
Sincerely
Hal Bleich - Owner/Broker
ERA PRIME PROPERTIES
3100 S. Needles Hwy.
Suite 1000
Laughlin, NV 89029
Office: (702) 298-6000
Fax: (702) 298-6002
February 9, 2001
Mr. Mike Pope
Time Lending, California
1040 E. Katella Ave Suite B1
Orange, CA 92867
Dear Mike-Your property located at 1683 Esteban Ave in Laughlin Nevada was built in 1986. It is a three bedroom, two bath single family home with a single car attached Garage plus a carport and is approximately 1160 square feet. The lot size is approximately .14 acres. Construction consists of a concrete tile roof cover and frame/stucco exterior.
Comparable Sales:
Address Rooms Sq Ft Price Date
3023 Quantana 3 Bedroom + 2 Bath 1160 Sq Ft $105,000 2/28/00
1692 Esteban 3 Bedroom + 2 Bath 1160 Sq Ft $100,000 4/19/00
3013 Leandro Ct. 2 Bedroom + 2 Bath 944 Sq Ft $ 99,000 4/05/00
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The value of this property based on our most recent sales would be $102,000.00
Please don't hesitate to call if we can be of any further assistance.
Sincerely
Hal Bleich - Owner/Broker