UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934
Delaware 94-3008888
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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Issuer's Telephone Number: 800-341-2684
Securities to be registered under Section 12(b) of the Exchange Act:
Title of class Name of each exchange on which
to be so registered each class is to be registered
None None
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Securities to be registered under Section 12(g) of the Act:
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [_] Accelerated filer [_] Non-accelerated filer [_] Smaller reporting company [X] (Do not check if a smaller reporting company) |
TABLE OF CONTENTS
PAGE
PART I
Forward-Looking Statements................................................. 1
Item 1. Description of Business............................................ 1
Item 2. Management's Discussion and Analysis or Plan of Operation.......... 10
Item 3. Description of Property............................................ 12
Item 4. Security Ownership of Certain Beneficial Owners and Management..... 12
Item 5. Directors and Executive Officers, Promoters and Control Persons.... 13
Item 6. Executive Compensation............................................. 13
Item 7. Certain Relationships and Related Transactions And Director
Independence..................................................... 14
Item 8. Description of Securities.......................................... 14
PART II
Item 1. Market Price of and Dividends on the Company's Common Equity
and Related Stockholder Matters.................................. 15
Item 2. Legal Proceedings.................................................. 17
Item 3. Changes in and Disagreements with Accountants...................... 17
Item 4. Recent Sale of Unregistered Securities............................. 17
Item 5. Indemnification of Directors and Officers.......................... 17
PART F/S
PART III
Item 1. Index to Exhibits.................................................. 18
Item 2. Description of Exhibits............................................
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FORWARD-LOOKING STATEMENTS
Some of the statements contained in this registration statement on Form 10-SB/12g of Diversified Opportunities, Inc. (hereinafter the "Company", "We" or "Diversified Opportunities") discuss future expectations, contain projections of our plan of operation or financial condition or state other forward-looking information. In this registration statement, forward-looking statements are generally identified by the words such as "anticipate", "plan", "believe", "expect", "estimate", and the like. Forward-looking statements involve future risks and uncertainties, there are factors that could cause actual results or plans to differ materially from those expressed or implied. These statements are subject to known and unknown risks, uncertainties, and other factors that could cause the actual results to differ materially from those contemplated by the statements. The forward-looking information is based on various factors and is derived using numerous assumptions. A reader whether investing in the Company's securities or not, should not place undue reliance on these forward-looking statements, which apply only as of the date of this Registration Statement. Important factors that may cause actual results to differ from projections include, for example:
- the success or failure of management's efforts to implement the Company's
plan of operation;
- the ability of the Company to fund its operating expenses;
- the ability of the Company to compete with other companies that have a
similar plan of operation;
- the effect of changing economic conditions impacting our plan of
operation;
- the ability of the Company to meet the other risks as may be described in
future filings with the SEC.
Readers are cautioned not to place undue reliance on the forward-looking statements contained herein, which speak only as of the date hereof. We believe the information contained in this Form 10-SB to be accurate as of the date hereof. Changes may occur after that date. We will not update that information except as required by law in the normal course of its public disclosure practices.
Additionally, the following discussion regarding our financial condition and results of operations should be read in conjunction with the financial statements and related notes.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Diversified Opportunities, Inc., (the "Company" or "Diversified Opportunities"), was originally incorporated on June 5, 1986 in California as Lab, Inc. and later the same month, on June 24, 1986, changed its name to Software Professionals, Inc. At the time of formation the Company was authorized to issue 1,000,000 shares of no par value common stock.
On October 16, 1992, the Company filed Amended Articles of Incorporation increasing its authorized common stock to 10,000,000 no par value shares and contemporaneously enacted a forward split of 25:1.
On January 12, 1994, the Company filed Amended and Restated Articles of Incorporation creating a class of 1,000,000 shares of blank check preferred stock, no par value, and enacting a reverse split of 1:2.77778.
On April 20, 1994, following the filing of a registration statement on Form S-1 the Company began quoting its stock on the NASDAQ National Market under the symbol "SFTW".
During this time the Company was in the software solutions business. In particular, the Company developed, marketed, and supported software products designed to automate the management of computer systems for companies in banking, finance, telecommunications, information technology, and other major industries. The Company offered systems management and administration solutions for the UNIX and NT as well as the Tandem systems market. In October, 1997, the Company changed its business model to focus solely on UNIX/NT products and to market solely through third party distributors.
On May 21, 1996 the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation changing its name to Enlighten Software Solutions, Inc.
On October 23, 1998, the Company's common stock began trading on the NASDAQ SmallCap Market.
On January 23, 2001, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation increasing the authorized capital stock to 20,000,000 common shares, no par value and 1,000,000 preferred shares, no par value.
In February 2001, the Company entered into a loan agreement with Maden Tech Consulting, Inc. or Maden Tech, a privately held Delaware corporation, through which we obtained a credit facility from Maden Tech. Under the loan agreement, Maden Tech agreed to provide us an initial advance of $100,000 and, in the sole discretion of Maden Tech, additional advances under a credit facility providing for total borrowings in the aggregate amount of up to $1,118,250. All amounts extended under the credit facility were secured by what at that time were our core products, technology and intellectual property and was evidenced by a convertible note repayable upon demand by Maden Tech after July 15, 2001. Interest was to be paid quarterly at a rate equal to the Federal short-term rate announced by the Internal Revenue Service, calculated monthly.
To satisfy certain of the conditions precedent specified in the loan agreement, on March 6, 2001, we (1) expanded the size of our board of directors from four to seven members, (2) caused one of our incumbent directors to resign effective upon the receipt of the initial advance, and (3) appointed four individuals designated by Maden Tech to serve on our board of directors. In addition, Omar Maden, the sole stockholder, Chief Executive Officer and a director of Maden Tech, was appointed to serve as our Chief Executive Officer effective immediately following the initial advance.
Subject to adjustment upon the occurrence of certain events, Maden Tech was entitled to convert amounts extended under the credit facility into shares of our common stock at a conversion price of $0.225 per share. In addition, we granted Maden Tech a warrant to purchase up to 2,000,000 shares of our common stock. Accordingly, by May, 2001 Maden Tech beneficially owned 4,222,222 shares of our common stock, representing 45.9% of the total shares of common stock outstanding at that time.
By that time the Company was struggling financially, with revenues not supporting the cost of maintaining compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended. Accordingly, rather than become delinquent in our filing obligations, in August 2001 the Company filed a Form 15 for the purpose of deregistering its securities.
Ultimately, the business of the Company failed and on September 13, 2001, the Company filed a voluntary petition under Chapter 7, in the U.S. Bankruptcy Court, Northern District of California. On November 2, 2004, the Trustee filed its Report of Distribution and on January 4, 2005 a final decree was entered and the case was closed.
As a result of the bankruptcy, Diversified Opportunities ceased all business operations and has not engaged in any operations since that time. In addition, on or about November 25, 2002 the California Secretary of State revoked Diversified Opportunities' corporate charter.
Diversified Opportunities has not conducted any business operations since the end of 2001.
On April 3, 2007, in its Court Order, the Superior Court of the State of California, County of Sacramento granted the application of Corporate Services International, Inc. to hold a shareholder's meeting for the purpose of electing a new board of directors. Mr. Michael Anthony is the sole officer, director and shareholder of Corporate Services International.
In accordance with the Order and in furtherance of the purposes thereof, on May 31, 2007 Corporate Services International mailed, or caused to be mailed, a notice of meeting and proxy card to the shareholders of Diversified Opportunity setting a meeting which was held on July 2, 2007. The notice of meeting and proxy card requested that the shareholders vote on the appointment of Michael Anthony as sole Director.
Michael Anthony was voted as the sole director by majority of those shareholders that attended the meeting, either in person or by proxy. On July 2, 2007 Mr. Anthony was appointed President, Secretary and Treasurer of Diversified Opportunities. In addition, Diversified Opportunities hired Corporate Services International for the purpose of assisting the Company in its efforts to salvage value for the benefit of its shareholders, including assisting in the preparation of this Registration Statement. Corporate Services International has also agreed to advise Diversified Opportunities as to potential business combinations. The agreement between Diversified Opportunities and Corporate Services International has not been reduced to writing.
As of March 12, 2008, Diversified Opportunities is not in negotiations with, nor does it have any agreements with any potential merger candidate.
On or near October 1, 2007, Corporate Services International Profit Sharing Plan agreed to contribute $30,000 as paid in capital to Diversified Opportunities, the entire amount of which was paid to Diversified Opportunities on January 10, 2008. Diversified Opportunities has used and shall continue to use these funds to pay the costs and expenses necessary to revive the Company's business and implement the Company's business plan. Such expenses include, without limitation, fees to redomicile the Company to the state of Delaware; payment of all past due franchise taxes; settling all past due accounts with the Company's transfer agent; calling and holding a shareholder's meeting; accounting and legal fees; and costs associated with preparing and filing this Registration Statement, etc.
On or near July 10, 2007, Mr. Anthony filed the requisite documents the State of California for the purposes of reinstating the corporate charter. However, it was soon learned that the Company name "Enlighten Software Solutions, Inc." was no longer available, and accordingly on August 2, 2007 a Certificate of Amendment to the Articles of Incorporation were filed changing the name of the Company to Enlighten Softwear Solutions, Inc. The only difference in the name being the spelling of SOFTWARE.
In consideration for the capital contribution, on or near October 9, 2007 Diversified Opportunities issued to Corporate Services International Profit Sharing Plan 225,000,000 shares of its common stock (pre split, 9,000,000 post split) representing approximately 97.835% of its common stock outstanding on that date.
Corporate Services International Profit Sharing Plan is an entity, for which Michael Anthony is beneficiary. Corporate Services International, Inc. is a private services corporation for which Michael Anthony is the sole shareholder, officer and director.
Moreover, from April, 2007 through January, 2008 Corporate Services International lent Diversified Opportunities $5,371 which funds were used to pay ongoing administrative expenses, including the costs associated with calling and holding the shareholders' meeting.
On June 20, 2007, Enlighten Software Solutions, Inc. was incorporated in Delaware for the purpose of merging with Enlighten Softwear Solutions, Inc. a California Corporation so as to effect a redomicile to Delaware. The Delaware Corporation was authorized to issue 250,000,000 shares of $.001 par value common stock and 2,000,000 shares of $.001 par value preferred stock. On July 30, 2007 both Enlighten Softwear Solutions the California corporation and Enlighten Software Solutions the Delaware corporation signed and filed Articles of Merger, with the respective states, pursuant to which the California Corporation's shareholders received one share of new (Delaware) common stock for every one share of old (California) common stock they owned. All outstanding shares of the California Corporation's common stock were effectively purchased by the new Delaware Corporation, effectively merging the California Corporation into the Delaware Corporation, and making the Delaware Corporation the surviving entity.
On October 1, 2007, the Board of Directors adopted Amended and Restated By-laws of Enlighten Software Solutions (now Diversified Opportunities).
On January 14, 2008, the Company changed its name to Diversified Opportunities, Inc. The name is not meant to be indicative of the Company's business plan or purpose. As more fully described herein under the heading "Current Business Plan", Diversified Opportunities' current business plan is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation.
On February 11, 2008 Diversified Opportunities enacted a reverse split of its common stock on a 1:25 basis and concurrently increased its authorized capital stock to 310,000,000 shares comprised of 300,000,000 shares of common stock, $.001 par value and 10,000,000 shares of blank check preferred stock, $.001 par value. The Shareholders of Diversified Opportunities approved the amendment to the Articles of Incorporation to effectuate the name change, reverse split, and increase in authorized capital stock, by consent.
Diversified Opportunities is a shell company in that it has no or nominal operations and either no or nominal assets. At this time, Diversified Opportunities' purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to it by persons or firms who or which desire to seek the perceived advantages of an Exchange Act registered corporation. The Company will not restrict its search to any specific business, industry, or geographical location and the Company may participate in a business venture of virtually any kind or nature. This discussion of the proposed business is purposefully general and is not meant to be restrictive of the Company's virtually unlimited discretion to search for and enter into potential business opportunities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to shareholders of the Company because it will not permit the Company to offset potential losses from one venture against gains from another.
Diversified Opportunities' common stock has been subject to quotation on the pink sheets. There is not currently an active trading market in the Company's shares nor do we believe that any active trading market has existed for the last 2 years. There can be no assurance that there will be an active trading market for our securities following the effective date of this Registration Statement. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Management has substantial flexibility in identifying and selecting a prospective new business opportunity. Diversified Opportunities would not be obligated nor does management intend to seek pre-approval by our shareholders.
Diversified Opportunities may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. Diversified Opportunities may acquire assets and establish wholly owned subsidiaries in various businesses or acquire existing businesses as subsidiaries.
Diversified Opportunities intends to promote itself privately. The Company has not yet begun such promotional activities. The Company anticipates that the selection of a business opportunity in which to participate will be complex and risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. Such perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all shareholders, and other factors. Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.
Diversified Opportunities has, and will continue to have, little or no capital with which to provide the owners of business opportunities with any significant cash or other assets. On December 31, 2007 Diversified Opportunities had a cash balance of $0 and on March 12, 2008 the cash balance was $26,491.50. However, management believes the Company will be able to offer owners of acquisition candidates the opportunity to acquire a controlling ownership interest in a publicly registered company without incurring the cost and time required to conduct an initial public offering. The owners of the business opportunities will, however, incur significant legal and accounting costs in connection with the acquisition of a business opportunity, including the costs of preparing Form 8K's, 10K's or 10KSB's, agreements and related reports and documents. The Securities Exchange Act of 1934 (the "34 Act"), specifically requires that any merger or acquisition candidate comply with all applicable reporting requirements, which include providing audited financial statements to be included within the numerous filings relevant to complying with the `34 Act. Nevertheless, the officer and director of Diversified Opportunities has not conducted market research and is not aware of statistical data which would support the perceived benefits of a merger or acquisition transaction for the owners of a business opportunity.
The analysis of new business opportunities will be undertaken by, or under the supervision of, the officer and director of the Company with such outside assistance as he may deem appropriate. Management intends to concentrate on identifying preliminary prospective business opportunities, which may be brought to its attention through present associations of the Company's officer and director. In analyzing prospective business opportunities, management will consider such matters as the available technical, financial and managerial resources; working capital and other financial requirements; history of operations, if any; prospects for the future; nature of present and expected competition; the quality and experience of management services which may be available and the depth of that management; the potential for further research, development, or exploration; specific risk factors not now foreseeable but which then may be anticipated to impact the proposed activities of the Company; the potential for growth or expansion; the potential for profit; the perceived public recognition or acceptance of products, services, or trades; name identification; and other relevant factors. Management of Diversified Opportunities expects to meet personally with management and key personnel of the business opportunity as part of the investigation. To the extent possible, the Company intends to utilize written reports and investigation to evaluate the above factors. The Company will not acquire or merge with any company for which audited financial statements are not available.
The foregoing criteria are not intended to be exhaustive and there may be other criteria that management may deem relevant. In connection with an evaluation of a prospective or potential business opportunity, management may be expected to conduct a due diligence review.
The Officer of Diversified Opportunities has some, but not extensive experience in managing companies similar to the Company and shall mainly rely upon his own efforts, in accomplishing the business purposes of the Company. The Company may from time to time utilize outside consultants or advisors to effectuate its business purposes described herein. No policies have been adopted regarding use of such consultants or advisors, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service, or regarding the total amount of fees that may be paid. However, because of the limited resources of the Company, it is likely that any such fee the Company agrees to pay would be paid in stock and not in cash.
The Company will not restrict its search for any specific kind of business, but may acquire a venture which is in its preliminary or development stage, which is already in operation, or in essentially any stage of its corporate life. It is impossible to predict at this time the status of any business in which the Company may become engaged, in that such business may need to seek additional capital, may desire to have its shares publicly traded, or may seek other perceived advantages which the Company may offer. However, Diversified Opportunities does not intend to obtain funds in one or more private placements to finance the operation of any acquired business opportunity until such time as the Company has successfully consummated such a merger or acquisition.
The time and costs required to pursue new business opportunities, which includes due diligence investigations, negotiating and documenting relevant agreements and preparing requisite documents for filing pursuant to applicable securities laws, can not be ascertained with any degree of certainty.
Management intends to devote such time as it deems necessary to carry out the Company's affairs. The exact length of time required for the pursuit of any new potential business opportunities is uncertain. No assurance can be made that we will be successful in our efforts. We cannot project the amount of time that our management will actually devote to our plan of operation.
Diversified Opportunities intends to conduct its activities so as to avoid being classified as an "Investment Company" under the Investment Company Act of 1940, and therefore avoid application of the costly and restrictive registration and other provisions of the Investment Company Act of 1940 and the regulations promulgated thereunder.
At present, Diversified Opportunities is a development stage company with no revenues and has no specific business plan or purpose. Diversified Opportunities' business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, Diversified Opportunities is a blank check company and any offerings of our securities would need to comply with Rule 419 under the Act. Diversified Opportunities has no current plans to engage in any such offerings.
Diversified Opportunities' common stock is a "penny stock," as defined in Rule 3a51-1 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock of Diversified Opportunities is subject to the penny stock rules, it may be more difficult to sell our common stock.
Management owns 9,000,000 post reverse shares or 97.835% of the total issued and outstanding shares of Diversified Opportunities. As a result, management will have substantial flexibility in identifying and selecting a prospective new business opportunity. In implementing a structure for a particular business acquisition, the Company may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. It may also acquire stock or assets of an existing business. On the consummation of a transaction, it is probable that the present management and shareholders of the Company will no longer be in control of the Company. In addition, the Company's directors may, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of the Company's shareholders or may sell their stock in the Company. Any and all such sales will only be made in compliance with the securities laws of the United States and any applicable state.
It is anticipated that any securities issued in any such reorganization would be issued in reliance upon an exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of its transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition.
As part of Diversified Opportunities' investigation, the officer and director of the Company may personally meet with management and key personnel, may visit and inspect material facilities, obtain analysis and verification of certain information provided, check references of management and key personnel, and take other reasonable investigative measures, to the extent of the Company's limited financial resources and management expertise.
With respect to any merger or acquisition, negotiations with target company management are expected to focus on the percentage of the Company which the target company shareholders would acquire in exchange for all of their shareholdings in the target company. Depending upon, among other things, the target company's assets and liabilities, the Company's shareholders will in all likelihood hold a substantially lesser percentage ownership interest in the Company following any merger or acquisition. The percentage ownership may be subject to significant reduction in the event the Company acquires a target company with substantial assets. Any merger or acquisition effected by the Company can be expected to have a significant dilutive effect on the percentage of shares held by the Company's then shareholders.
Diversified Opportunities will participate in a business opportunity only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require some specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to and after such closing, will outline the manner of bearing costs, including costs associated with the Company's attorneys and accountants, will set forth remedies on default and will include miscellaneous other terms.
Diversified Opportunities does not intend to provide its security holders with any complete disclosure documents, including audited financial statements, concerning an acquisition or merger candidate and its business prior to the consummation of any acquisition or merger transaction.
Our management is not required to commit his full time to our affairs. As a result, pursuing new business opportunities may require a greater period of time than if he would devote his full time to our affairs. Management is not precluded from serving as an officer or director of any other entity that is engaged in business activities similar to those of Diversified Opportunities. Moreover, management is currently an officer and director of Apogee Robotics, Inc. and Aim Smart Corporation, companies substantially similar to Diversified Opportunities. Management has not identified and is not currently negotiating a new business opportunity for us. In the future, management may become associated or affiliated with entities engaged in business activities similar to those we intend to conduct. In such event, management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. In general, officers and directors of a Delaware corporation are required to present certain business opportunities to a corporation for which they serve as an officer of director. In the event that our management has multiple business affiliations, he may have similar legal obligations to present certain business opportunities to multiple entities. In the event that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If several business opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing factors as well as the preferences of the management of the operating company. However, management will act in what he believes will be in the best interests of the shareholders of Diversified Opportunities and other respective public companies. Diversified Opportunities shall not enter into a transaction with a target business that is affiliated with management.
Diversified Opportunities will remain an insignificant participant among the firms which engage in the acquisition of business opportunities. There are many established venture capital and financial concerns which have significantly greater financial and personnel resources and technical expertise than the Company. In view of Diversified Opportunities' combined extremely limited financial resources and limited management availability, the Company will continue to be at a significant competitive disadvantage compared to the Company's competitors
Diversified Opportunities currently has no employees. The business of the Company will be managed by its sole officer and director and such officers or directors which may join the Company in the future, and who may become employees of the Company. The Company does not anticipate a need to engage any fulltime employees at this time.
RISK FACTORS
FORWARD-LOOKING STATEMENTS
This registration statement on Form 10-SB contains forward-looking statements that are based on current expectations, estimates, forecasts and projections about us, our future performance, the market in which we operate, our beliefs and our management's assumptions. In addition, other written or oral statements that constitute forward-looking statements may be made by us or on our behalf. Words such as "expects", "anticipates", "targets", "goals", "projects", "intends", "plans", "believes", "seeks", "estimates", variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict or assess. Therefore, actual outcomes and results may differ materially from what is expressed or forecast in such forward-looking statements.
DEPENDENCE ON KEY PERSONNEL
Diversified Opportunities is dependent upon the continued services of its sole officer and director, Michael Anthony. To the extent that his services become unavailable, Diversified Opportunities will be required to obtain other qualified personnel and there can be no assurance that it will be able to recruit and hire qualified persons upon acceptable terms.
LIMITED RESOURCES; NO PRESENT SOURCE OF REVENUES.
At present, our business activities are limited to seeking potential business opportunities. Due to our limited financial and personnel resources, there is only a limited basis upon which to evaluate our prospects for achieving our intended business objectives. We have only limited resources and have no operating income, revenues or cash flow from operations. Our management is providing us with funding, on an as needed basis, necessary for us to continue our corporate existence and our business objective to seek new business opportunities, as well as funding the costs, including professional accounting fees, of registering our securities under the Exchange Act and continuing to be a reporting company under the Exchange Act. We have no written agreement with our management to provide any interim financing for any period. In addition, we will not generate any revenues unless and until we enter into a new business, of which there can be no assurance. As of December 31, 2007 we had no cash, however as of March 12, 2008 we had cash of $26,491.50.
BROAD DISCRETION OF MANAGEMENT
Any person who invests in our securities will do so without an opportunity to evaluate the specific merits or risks of any potential new prospective business in which we may engage. As a result, investors will be entirely dependent on the broad discretion and judgment of management in connection with the selection of a prospective business. There can be no assurance that determinations made by our management will permit us to achieve our business objectives.
ABSENCE OF SUBSTANTIVE DISCLOSURE RELATING TO PROSPECTIVE BUSINESS
As of the date of this registration statement, we have not yet identified any prospective business or industry in which we may seek to become involved and at present we have no information concerning any prospective business. There can be no assurance that any prospective business opportunity will benefit shareholders or prove to be more favorable to shareholders than any other investment that may be made by shareholders and investors.
THERE IS NO ACTIVE MARKET FOR OUR COMMON STOCK AND NONE MAY DEVELOP OR BE SUSTAINED
There is currently no active trading market in our shares. There can be no assurance that there will be an active trading market for our securities following commencement of a new business. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
UNSPECIFIED INDUSTRY FOR NEW PROSPECTIVE BUSINESS OPPORTUNITIES; UNASCERTAINABLE RISKS
There is no basis for shareholders to evaluate the possible merits or risks of potential new business opportunities or the particular industry in which we may ultimately operate. To the extent that we effect a business combination with a financially unstable entity or an entity that is in its early stage of development or growth, including entities without established records of revenues or income, we will become subject to numerous risks inherent in the business and operations of that financially unstable company. In addition, to the extent that we effect a business combination with an entity in an industry characterized by a high degree of risk, we will become subject to the currently unascertainable risks of that industry. A high level of risk frequently characterizes certain industries that experience rapid growth. Although management will endeavor to evaluate the risks inherent in a particular new prospective business or industry, there can be no assurance that we will properly ascertain or assess all such risks or that subsequent events may not alter the risks that we perceive at the time of the consummation of any new business opportunity.
CONFLICTS OF INTEREST
Our management is not required to commit his full time to our affairs. There may be a conflict of interest in allocating his time in the event that management engages in similar business efforts for other entities. Our management will devote such time, in his sole discretion, to conduct our business, including the evaluation of potential new business opportunities. As a result, the amount of time devoted to our business and affairs may vary significantly depending upon whether we have identified a new prospective business opportunity or are engaged in active negotiations related to a new business. In the event that a conflict of interest shall arise, management will consider factors such as reporting status, availability of audited financial statements, current capitalization and the laws of jurisdictions. If several business opportunities or operating entities approach management with respect to a business combination, management will consider the foregoing factors as well as the preferences of the management of the operating company. However, management will act in what they believe will be in the best interests of the shareholders of Diversified Opportunities and other respective public companies. Diversified Opportunities shall not enter into a transaction with a target business that is affiliated with management.
COMPETITION
Diversified Opportunities expects to encounter intense competition from other entities seeking to pursue new business opportunities. Many of these entities are well-established and have extensive experience in identifying new prospective business opportunities. Many of these competitors possess greater financial, technical, human and other resources than we do and there can be no assurance that we will have the ability to compete successfully. Based upon our limited financial and personnel resources, we may lack the resources as compared to those of many of our potential competitors.
ADDITIONAL FINANCING REQUIREMENTS
Diversified Opportunities has no revenues and is dependent upon the willingness of management and management controlled entities to fund the costs associated with the reporting obligations under the Exchange Act, and other administrative costs associated with our corporate existence. As of December 31, 2007, Diversified Opportunities has incurred approximately $33,050 for general and administrative expenses, including accounting fees, reinstatement fees, and other professional fees related to the preparation and filing of this registration statement under the Exchange Act. In addition, as of December 31, 2007 Diversified Opportunities has current liabilities of $22,317 and has incurred additional expenses since that date. We may not generate any revenues unless and until the commencement of new business operations. We believe that management will continue to provide sufficient funds to pay accounting and professional fees and other expenses to fulfill our reporting obligations under the Exchange Act until we commence business operations. Through the date of this Registration Statement management related parties have made a capital investment of $30,000 into the Company and have loaned the Company an additional $5,371 for ongoing expenses. In the event that our available funds from our management and affiliates prove to be insufficient, we will be required to seek additional financing. Our failure to secure additional financing could have a material adverse affect on our ability to pay the accounting and other fees in order to continue to fulfill our reporting obligations and pursue our business plan. We do not have any arrangements with any bank or financial institution to secure additional financing and there can be no assurance that any such arrangement would be available on terms acceptable and in our best interests. We do not have any written agreement with our affiliates to provide funds for our operating expenses.
STATE BLUE SKY REGISTRATION; POTENTIAL LIMITATIONS ON RESALE OF THE SECURITIES
The holders of our shares of common stock and those persons who desire to purchase our stock in any trading market that might develop, should be aware that there may be state blue-sky law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider the secondary market for Diversified Opportunities' securities to be a limited one.
It is the present intention of Diversified Opportunities' management, after the commencement of new business operations, to seek coverage and publication of information regarding our Company in an accepted publication manual which permits a manual exemption. The manual exemption permits a security to be distributed in a particular state without being registered if the Company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuer's officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities.
Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they "recognize securities manuals" but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana, Montana, South Dakota, Tennessee, Vermont and Wisconsin.
DIVIDENDS UNLIKELY
We do not expect to pay dividends for the foreseeable future because we have no revenues. The payment of dividends will be contingent upon our future revenues and earnings, if any, capital requirements and overall financial condition. The payment of any future dividends will be within the discretion of our board of directors. It is our expectation that after the commencement of new business operations that future management will determine to retain any earnings for use in business operations and accordingly, we do not anticipate declaring any dividends in the foreseeable future.
POSSIBLE ISSUANCE OF ADDITIONAL SECURITIES
Our Articles of Incorporation, as amended, authorize the issuance of 300,000,000 shares of common stock, par value $0.001. As of March 12, 2008, we have 9,199,192 shares issued and outstanding. We may be expected to issue additional shares in connection with our pursuit of new business opportunities and new business operations. To the extent that additional shares of common stock are issued, our shareholders would experience dilution of their respective ownership interests. If we issue shares of common stock in connection with our intent to pursue new business opportunities, a change in control of our Company may be expected to occur. The issuance of additional shares of common stock may adversely affect the market price of our common stock, in the event that an active trading market commences.
COMPLIANCE WITH PENNY STOCK RULES
Our securities will be considered a "penny stock" as defined in the Exchange Act and the rules thereunder, unless the price of our shares of common stock is at least $5.00. We expect that our share price will be less than $5.00. Unless our common stock is otherwise excluded from the definition of "penny stock", the penny stock rules apply. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its sales person in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that the broker-dealer, not otherwise exempt from such rules, must make a special written determination that the penny stock is suitable for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure rules have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. So long as the common stock is subject to the penny stock rules, it may become more difficult to sell such securities. Such requirements could limit the level of trading activity for our common stock and could make it more difficult for investors to sell our common stock.
GENERAL ECONOMIC RISKS
Diversified Opportunities' current and future business plans are dependent, in large part, on the state of the general economy. Adverse changes in economic conditions may adversely affect our plan of operation.
ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The following presentation of management's discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the Company's consolidated financial statements, the accompanying notes thereto and other financial information appearing elsewhere in this report. This section and other parts of this report contain forward-looking statements that involve risks and uncertainties. The Company's actual results may differ significantly from the results discussed in the forward-looking statements.
OVERVIEW
Our current activities are related to seeking new business opportunities. We will use our limited personnel and financial resources in connection with such activities. It may be expected that pursuing a new business opportunity will involve the issuance of restricted shares of common stock. At December 31, 2007, we had $0 of cash assets, however as of March 12, 2008, we had $26,491.50 cash assets. At December 31, 2007 the Company had current liabilities of $22,317.
We have had no revenues in either the year end December 31, 2007 or 2006. Our operating expenses for the year end December 31, 2006 were $1,268 and for the year end December 31, 2007 were $33,050, comprised of general and administrative expenses. Accordingly, we had a net loss of $1,268 and a net loss per share of $Nil for the year end December 31, 2006 and a net loss of $33,050 and a net loss per share of $.01 for the year end December 31, 2007.
CONTINUING OPERATIONS, LIQUIDITY AND CAPITAL RESOURCES
On January 7, 2008, we received $30,000 through the sale of a total of 9,000,000 post split restricted shares to Corporate Services International Profit Sharing Plan an entity owned and controlled by our officer and director, Michael Anthony. In addition to the $30,000 capital investment, Corporate Services International, another entity owned and controlled by Mr. Anthony, has loaned the Company a total of $5,371 as of the date of this Registration Statement. While we are dependent upon interim funding provided by management to pay professional fees and expenses, we have no written finance agreement with management to provide any continued funding. As of December 31, 2007 the Company had current liabilities of $22,317. Although we believe management will continue to fund the Company on an as needed basis, we do not have a written agreement requiring such funding. In addition, future management funding, will more than likely be in the form of loans, for which the Company will be liable to pay back.
Through the date of this Registration Statement management related parties have made a capital investment of $30,000 into the Company and have loaned the Company an additional $5,371 for ongoing expenses.
The Board of Directors of the Company has determined that the best course of action for the Company is to complete a business combination with an existing business. The Company has limited liquidity or capital resources. As of December 31, 2007, the Company had a cash balance of $0, however as of March 12, 2008, the Company has a cash balance of $26,491.50. In the event that the Company cannot complete a merger or acquisition and cannot obtain capital needs for ongoing expenses, including expenses related to maintaining compliance with the Securities laws and filing requirements of the Securities Exchange Act of 1934, the Company could be forced to cease operations.
The principal stockholder provided, without cost to the Company, his services, valued at $1,800 per month for July through December, which totaled $10,800 for the six-month period ended December 31, 2007. The principal stockholder also provided, without cost to the Company, office space valued at $200 per month, which totaled $1,200 for the six-month period ended December 31, 2007. The total of these expenses was $12,000 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.
Diversified Opportunities currently plans to satisfy its cash requirements for the next 12 months though it's current cash and by borrowing from its officer and director or companies affiliated with its officer and director and believes it can satisfy its cash requirements so long as it is able to obtain financing from these affiliated entities. Diversified Opportunities currently expects that money borrowed will be used during the next 12 months to satisfy the Company's operating costs, professional fees and for general corporate purposes. The Company may explore alternative financing sources, although it currently has not done so.
Diversified Opportunities will use its limited personnel and financial resources in connection with seeking new business opportunities, including seeking an acquisition or merger with an operating company. It may be expected that entering into a new business opportunity or business combination will involve the issuance of a substantial number of restricted shares of common stock. If such additional restricted shares of common stock are issued, the shareholders will experience a dilution in their ownership interest in the Company. If a substantial number of restricted shares are issued in connection with a business combination, a change in control may be expected to occur.
In connection with the plan to seek new business opportunities and/or effecting a business combination, the Company may determine to seek to raise funds from the sale of restricted stock or debt securities. The Company has no agreements to issue any debt or equity securities and cannot predict whether equity or debt financing will become available at acceptable terms, if at all.
There are no limitations in the certificate of incorporation on the Company's ability to borrow funds or raise funds through the issuance of restricted common stock to effect a business combination. The Company's limited resources and lack of recent operating history may make it difficult to borrow funds or raise capital. Such inability to borrow funds or raise funds through the issuance of restricted common stock required to effect or facilitate a business combination may have a material adverse effect on the Company's financial condition and future prospects, including the ability to complete a business combination. To the extent that debt financing ultimately proves to be available, any borrowing will subject the Company to various risks traditionally associated with indebtedness, including the risks of interest rate fluctuations and insufficiency of cash flow to pay principal and interest, including debt of an acquired business.
The Company currently has no plans to conduct any research and development or to purchase or sell any significant equipment. The Company does not expect to hire any employees during the next 12 months.
OFF BALANCE SHEET ARRANGEMENTS
None.
ITEM 3. DESCRIPTION OF PROPERTY
Diversified Opportunities shares office space with its officer and director at 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401. The Company does not have a lease and the Company pays no rent for the leased space. The Company does not own any properties nor does it lease any other properties. The Company does not believe it will need to maintain an office at any time in the foreseeable future in order to carry out its plan of operations as described herein.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of March 12, 2008 the number and
percentage of outstanding shares of common stock which, according to the
information supplied to the Company, were beneficially owned by (i) each current
director of the Company, (ii) each current executive officer of the Company,
(iii) all current directors and executive officers of the Company as a group,
and (iv) each person who, to the knowledge of the Company, is the beneficial
owner of more than 5% of the Company's outstanding common stock. Except as
otherwise indicated, the persons named in the table below have sole voting and
dispositive power with respect to all shares beneficially owned, subject to
community property laws (where applicable).
Owner Common Shares Percentage(1) --------------------------------------------------------------- Michael Anthony(2) 9,000,040 97.835% ---------------------------------------------------------------- Officers and directors as 9,000,040 97.835% a group (1 persons) ---------------------------------------------------------------- |
(1) Based on 9,199,192 shares of common stock outstanding as of March 12, 2008, and taking into effect the 1:25 reverse split effectuated on February 11, 2008.
(2) Held by Corporate Services International Profit Sharing, a private services corporation of which Mr. Anthony is the sole beneficiary.
There are no arrangements which may result in a change in control of Diversified Opportunities.
ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, age and position held with respect to our present directors and executive officers:
NAME AGE POSITION EXECUTIVE OFFICER
AND DIRECTOR SINCE
Michael Anthony 42 Chief Executive Officer, July 2, 2007
President, Secretary,
Treasurer, Director
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Our directors are elected to serve until the next annual meeting of shareholders and until their respective successors will have been elected and will have qualified. Officers are not elected for a fixed term of office but hold office until their successors have been elected.
Mr. Anthony, age 42, has been an officer and director of the Company since July 2, 2007. Mr. Anthony is the sole officer and director of Corporate Services International, Inc. a personal use business consulting company.
In addition, since November 2004, Mr. Anthony has been President and CEO of Union Equity, Inc. and its wholly owned subsidiary Home Sales 24/7, Inc. Union Equity, Inc. is an Internet based real estate marketing firm.
On or about July 15, 2005 Mr. Anthony became an officer and director of Ubrandit.com, Inc. a reporting blank check company and resigned his position on October 31, 2006. On or about July 30, 2006 Mr. Anthony became an officer and director of Standard Commerce, Inc. a reporting blank check company and resigned his position effective August 24, 2007. On or about March 15, 2007, Mr. Anthony became an officer and director Apogee Robotics, Inc. a reporting blank check company. On or about May 25, 2007, Mr. Anthony became an officer and director or Aim Smart Corporation, a reporting blank check company.
ITEM 6. EXECUTIVE COMPENSATION
No executive compensation was paid during the fiscal period ended December 31, 2007 or 2006 by Diversified Opportunities. Diversified Opportunities has no employment agreement with any of its officers and directors.
The following tables show, as to the named executive officers, certain information concerning stock options:
SUMMARY COMPENSATION TABLE
Nonqualified
Name and Non-Equity Deferred
principal Stock Option Incentive Plan Compensation All Other
position Year Salary Bonus Awards Awards Compensation Earnings Compensation Total
--------------------------------------------------------------------------------------------------------------
Michael 0 0 0 0 0 0 0
Anthony, 2007
Pres. and and
Chairman 2006 0
OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2007
OPTION AWARDS STOCK AWARDS
------------------------------------------------ ---------------------------------------------------------------
Equity
Incentive
Plan
Awards:
Equity Equity Market or
Incentive Incentive Payout
Plan Plan Awards: Value of
Awards: Market Number of Unearned
Number of Number of Number of Number of Value of Unearned Shares,
Securities Securities Securities Shares or Shares or Shares, Units Units or
Underlying Underlying Underlying Units of Units of or Other Other
Unexercised Unexercised Unexercise Option Stock That Stock That Rights That Rights
Options Options Unearned Exercise Option Have Not Have Not Have Not That Have
(#) (#) Options Price Expiration Vested Vested Vested Not Vested
Name Exercisable Unexercisable (#) ($) Date (#) ($) (#) (#)
----------------------------------------------------------------------------------------------------------------------------------
Michael Anthony 0 0 0 0 0 0 0 0 0
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COMPENSATION OF DIRECTORS
Diversified Opportunities' directors are not compensated for their services as directors of the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
During the last three years, to the knowledge of the Company, there was no person who had or has a direct or indirect material interest in any transaction or proposed transaction to which the Company was or is a party. Transactions in this context relate to any transaction which exceeds $120,000 or one percent of the average of the Company's total assets at year end for the last three completed fiscal years.
Laura Anthony, Esquire is corporate and securities counsel to the Company. Laura Anthony is Michael Anthony's wife and a non-voting minority member of Century Capital Partners, LLC. Ms. Anthony's total legal fees for period ending December 31, 2007 totaled $10,678.
Diversified Opportunities does not have any outside directors.
ITEM 8. DESCRIPTION OF SECURITIES
The Company's authorized capital stock consists of 300,000,000 shares of Common Stock, $.001 par value, and 10,000,000 shares of Preferred stock, $.001 par value. As of March 12, 2008 there were 9,199,192 shares of Common Stock issued and outstanding and no shares of Preferred Stock, $0.001 par value, issued and outstanding.
Each holder of Common Stock is entitled to one vote for each share owned of record on all matters voted upon by shareholders, and a majority vote is required for all actions to be taken by shareholders. In the event of a liquidation, dissolution or winding-up of the Company, the holders of Common Stock are entitled to share equally and ratably in the assets of the Company, if any, remaining after the payment of all debts and liabilities of the Company. The Common Stock has no preemptive rights, no cumulative voting rights and no redemption, sinking fund or conversion provisions.
Holders of Common Stock are entitled to receive dividends if, as and when declared by the Board of Directors out of funds legally available therefore, subject to any dividend restrictions imposed by the Company's creditors. No dividend or other distribution (including redemptions or repurchases of shares of capital stock) may be made if, after giving effect to such distribution, the Company would not be able to pay its debts as they become due in the normal course of business, or the Company's total assets would be less than the minimum of its total liabilities.
The Board of Directors of the Company is authorized (without any further action by the shareholders) to issue Preferred Stock in one or more series and to fix the voting rights, liquidation preferences, dividend rates, conversion rights, redemption rights and terms, including sinking fund provisions, and certain other rights and preferences. Satisfaction of any dividend preferences of outstanding Preferred Stock would reduce the amount of funds available for the payment of dividends, if any, on the Common Stock. In addition, holders of the Preferred Stock would normally be entitled to receive a preference payment in the event of any liquidation, dissolution or winding up of the Company before any payment is made to holders of Common Stock. In addition, under certain circumstances, the issuance of Preferred Stock may render more difficult or tend to discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of the Company's securities, or the removal of incumbent management. The Board of Directors of the Company, without shareholder approval, may issue Preferred Stock with dividend, liquidation, redemption, voting and conversion rights which could adversely affect the holders of Common Stock.
At present, Diversified Opportunities has no intention to issue any preferred shares nor adopt any series, preferences or other classification of its preferred shares.
None
The transfer agent for the Company's shares of common stock is Island Stock Transfer, 100 Second Avenue South, Suite 104N, St. Petersburg, Florida 33701.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE COMPANY'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
MARKET INFORMATION
The Company's common stock is traded on the "Pink Sheets" under the symbol "DVOP". Such trading of our common stock is limited and sporadic. To the best knowledge of the Company, there has been no active trading activity for approximately the past two years.
The table below sets forth the high and low bid quotations for the Company's Common Stock for each quarter of fiscal 2007 and fiscal 2006. The quotations below reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions. Moreover, the following quotations are based on publically available historical charts.
Closing Bids
------------
HIGH LOW
---- ---
2007
----
Quarter ended December 31, 2007 $15.00 $3.00
Quarter ended September 30, 2007 $11.00 $1.00
Quarter ended June 30, 2007 $1.00 $1.00
Quarter ended March 31, 2007 $1.00 $3.00
2006
----
Quarter ended December 31, 2006 $25.00 $1.00
Quarter ended September 30, 2006 $68.00 $0.00
Quarter ended June 30, 2006 $0.15 $0.00
Quarter ended March 31, 2006 $0.00 $0.00
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At the time of filing of this registration statement on Form 10-SB/12g, there is no common stock that is subject to outstanding options or warrants to purchase or securities convertible into, common equity of the Company.
It is the position of the Securities and Exchange Commission, in a No Action Letter to OTC Compliance at the NASD, dated January 21, 2000, that Rule 144 is not available for resale transactions involving securities sold by promoters and affiliates of a blank check company, and their transferees, and anyone else who has been issued securities from a blank check company, and that securities issued by a blank check company to promoters and affiliates, and their transferees, can only be resold through registration under the Act. Promoters and affiliates of a blank check company will be considered underwriters under the Securities Act when reselling the securities of a blank check company. At present, the Company is a development stage company with no revenues and has no specific business plan or purpose. The Company's business plan is to seek new business opportunities or to engage in a merger or acquisition with an unidentified company. As a result, the Company is a blank check company.
At the time of filing of this registration statement on Form 10-SB/12g, there are approximately 29,295 shares of common stock that have been held in access of one year and could be sold pursuant to Rule 144(b) without restriction.
The ability of individual shareholders to trade their shares in a particular state may be subject to various rules and regulations of that state. A number of states require that an issuer's securities be registered in their state or appropriately exempted from registration before the securities are permitted to trade in that state.
Diversified Opportunities is not and is not proposing to publicly offer any securities at this time.
From time-to-time the Company may grant options or warrants, or promise registration rights to certain shareholders. The Company has no control over the number of shares of its common stock that its shareholders sell. The price of the Company's stock may be adversely affected if large amounts are sold in a short period.
The Company's shares most likely will be subject to the provisions of
Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the
"penny stock" rule. Section 15(g) sets forth certain requirements for
transactions in penny stocks and Rule 15g-9(d)(1) incorporates the definition of
penny stock as that used in Rule 3a51-1 of the Exchange Act.
The SEC generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the SEC; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the SEC. Broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse), are subject to additional sales practice requirements.
For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must 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 rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A 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 to clients disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker-dealers to trade and/or maintain a market in our common stock and may affect the ability of shareholders to sell their shares.
As of March 12, 2008, there were approximately 60 holders of record of our common stock. This number does not include an indeterminate number of shareholders whose shares are held by brokers in street name.
The Company has not declared any dividends since inception and does not anticipate paying any dividends in the foreseeable future. The payment of dividends is within the discretion of the Board of Directors and will depend on the Company's earnings, capital requirements, financial condition, and other relevant factors. There are no restrictions that currently limit the Company's ability to pay dividends on its Common Stock other than those generally imposed by applicable state law.
We have no equity compensation plans.
ITEM 2. LEGAL PROCEEDINGS
On September 13, 2001, the Company filed a voluntary petition under Chapter 7, in the U.S. Bankruptcy Court, Northern District of California. On November 2, 2004, the Trustee filed its Report of Distribution and on January 4, 2005 a final decree was entered and the case was closed.
On April 3, 2007, in its Court Order, the Superior Court of the State of California, County of Sacramento granted the application of Corporate Services International, Inc. to hold a shareholder's meeting for the purpose of electing a new board of directors. Mr. Michael Anthony is the sole officer, director and shareholder of Corporate Services International.
Diversified Opportunities' officers and directors are not aware of any threatened or pending litigation to which the Company is a party or which any of its property is the subject and which would have any material, adverse effect on the Company.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
In its two most recent fiscal years or any later interim period, the Company has had no disagreements with its independent accountants.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
The following is a list of unregistered securities sold by the Company within the last three years including the date sold, the title of the securities, the amount sold, the identity of the person who purchased the securities, the price or other consideration paid for the securities, and the section of the Securities Act of 1933 under which the sale was exempt from registration as well as the factual basis for claiming such exemption.
Corporate Services International Profit Sharing Plan agreed to contribute $30,000 as paid in capital to Diversified Opportunities, the entire amount of which was paid to Diversified Opportunities on January 108, 2008. In consideration for the agreed upon capital contribution, on or near October 9, 2007 Diversified Opportunities issued to Corporate Services International Profit Sharing Plan 225,000,000 shares of its common stock (pre split, 9,000,000 post split) representing approximately 97.835% of its common stock outstanding on that date.
The Company believes that the issuance and sale of the restricted shares was exempt from registration pursuant to Section 4(2) of the Act as privately negotiated, isolated, non-recurring transactions not involving any public solicitation. An appropriate restrictive legend is affixed to the stock certificates issued in such transactions.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Diversified Opportunities Inc. is a Delaware corporation. Section 252 of
the Delaware General Corporation Law (DGCL) provides that the articles of
incorporation of a Delaware corporation may contain a provision eliminating or
limiting the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of fiduciary duty as a director,
except that any such provision may not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its shareholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts specified in
Section 7-108-403 (concerning unlawful distributions), or (iv) any transaction
from which a director directly or indirectly derived an improper personal
benefit. The Company's articles of incorporation contain a provision eliminating
the personal liability of directors to Standard Commerce or Standard Commerce
shareholders for monetary damages to the fullest extent provided by the DGCL.
Section 242 of the DGCL provides that a Delaware corporation must indemnify a person who was wholly successful, on the merits or otherwise, in defense of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal (a "Proceeding"), in which he or she was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the Proceeding, unless such indemnity is limited by the corporation's articles of incorporation. The Company's articles of incorporation do not contain any such limitation.
Section 242 of the DGCL provides that a Delaware corporation may indemnify a person made a party to a Proceeding because the person is or was a director against any obligation incurred with respect to a Proceeding to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan) or reasonable expenses incurred in the Proceeding if the person conducted himself or herself in good faith and the person reasonably believed, in the case of conduct in an official capacity with the corporation, that the person's conduct was in the corporation's best interests and, in all other cases, his or her conduct was at least not opposed to the corporation's best interests and, with respect to any criminal proceedings, the person had no reasonable cause to believe that his or her conduct was unlawful. The Company's articles of incorporation and bylaws allow for such indemnification. A corporation may not indemnify a director in connection with any Proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or, in connection with any other Proceeding charging that the director derived an improper personal benefit, whether or not involving actions in an official capacity, in which Proceeding the director was judged liable on the basis that he or she derived an improper personal benefit. Any indemnification permitted in connection with a Proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with such Proceeding.
Under 242 of the DGCL, unless otherwise provided in the articles of incorporation, a Delaware corporation may indemnify an officer, employee, fiduciary, or agent of the corporation to the same extent as a director and may indemnify such a person who is not a director to a greater extent, if not inconsistent with public policy and if provided for by its bylaws, general or specific action of its board of directors or shareholders, or contract. The Company's articles of incorporation provide for indemnification of directors, officers, employees, fiduciaries and agents of Diversified Opportunities to the full extent permitted by Delaware law.
PART F/S
The Company's audited financial statements for the fiscal years ended December 31, 2007 and 2006 are attached hereto as F-1 through F-
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit No. Document -------------------------------------------------------------------------------- 3.1.1 Original Articles of Incorporation dated June 5, 1986 3.1.2 Amendment to Articles of Incorporation - June 24, 1986 3.1.3 Amendment to Articles of Incorporation - October 16, 1992 3.1.4 Amended and Restated Articles of Incorporation - January 12, 1994 3.1.5 Amendment to Articles of Incorporation - May 21, 1996 3.1.6 Amendment to Articles of Incorporation - January 23, 2001 3.1.7 Articles of Incorporation - Delaware - June 20, 2007 3.1.8 Amendment to California Articles of Incorporation - August 2, 2007 3.1.9 Agreement of Merger - July 30, 2007 3.1.10 Certificate of Merger - Delaware - July 30, 2007 3.1.11 Certificate of Merger - California - October 1, 2007 3.1.12 Amendment to Articles of Incorporation - January 14, 2008 3.2 Amended and Restated By-Laws 23.1 Consent of Michael Cronin, CPA |
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Diversified Opportunities, Inc.
/s/ Michael Anthony ------------------------------------ Name: Michael Anthony Title: President/CEO and Director March 12, 2008 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
MICHAEL F. CRONIN
CERTIFIED PUBLIC ACCOUNTANT
ORLANDO, FL 32708
Board of Directors and Shareholders
Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.)
West Palm Beach, Florida
I have audited the accompanying balance sheets of Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.) as of December 31, 2007 and 2006 and the related statements of operations, stockholders' deficiency and cash flows for the years then ended. The financial statements are the responsibility of the directors. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (UNITED STATES). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, I express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.) as of December 31, 2007 and 2006 and the results of its operations, its cash flows and changes in stockholders' deficiency for the years then ended in conformity with accounting principles generally accepted in the United States.
March 10, 2008
/s/ Michael F. Cronin ------------------------------- Michael F. Cronin Certified Public Accountant |
Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.)
Balance Sheet
(Successor Company)
December 31,
------------------------------------------------------------------------------------
2007 2006
------------------------------------------------------------------------------------
ASSETS 2007 2006
Current assets
Cash $ 0 $ 0
Prepaid expenses 0 0
-------- --------
Total current assets 0 0
-------------------------------------------------------------------------------------
Total Assets $ 0 $ 0
-------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities:
Accounts payable-trade $ 6,268 $ 0
Accrued expenses 0 0
Due to related parties 16,049 1,268
Current portion of long term debt 0 0
-------- --------
Total current liabilities 22,317 1,268
Stockholders' Deficiency:
Common stock-300,000,000 authorized $0.001 par value
9,199,192 issuable or issued & outstanding (199,192 in 2006) 9,199 199
Additional paid-in capital 33,000 0
Common stock subscriptions receivable (30,000) 0
Accumulated Deficit (34,516) (1,467)
-------- --------
Total Stockholders' Deficiency (22,317) (1,268)
-------------------------------------------------------------------------------------
Total Liabilities & Stockholders' Deficiency ($ 0) $ 0
-------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
F-2
|
Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.)
Statement of Operations
(Successor Company)
Years Ended December 31,
2007 2006
----------- -----------
Revenue $ 0 $ 0
Costs & Expenses:
General & administrative 33,050 1,268
Interest 0 0
----------- -----------
Total Costs & Expenses 33,050 1,268
Loss from continuing operations before income taxes,
extraordinary gain and discontinued operations (33,050) (1,268)
Income taxes 0 0
-----------------------------------------------------------------------------------
Net Loss ($ 33,050) ($ 1,268)
-----------------------------------------------------------------------------------
Basic and diluted per share amounts:
Continuing operations ($ 0.01) 0
-----------------------------------------------------------------------------------
Basic and diluted net loss ($ 0.01) 0
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Weighted average shares outstanding (basic & diluted) 2,245,768 199,192
-----------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
F-3
|
Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.)
Statement of Cash Flows
(Successor Company)
Year Ended December 31,
--------------------------
2007 2006
----------- -----------
Cash flows from operating activities:
Net Loss ($ 33,050) ($ 1,268)
Adjustments required to reconcile net loss
to cash used in operating activities:
Fair value of services provided by related parties 22,678
Expenses paid by related parties 4,103 1,268
Increase (decrease) in accounts payable & accrued expenses 6,268 0
----------------------------------------------------------------------------------------
Cash used by operating activities: (0) 0
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Cash used in investing activities 0 0
----------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------
Cash generated by financing activities 0 0
----------------------------------------------------------------------------------------
Change in cash (0) 0
Cash-beginning of period 0 0
----------------------------------------------------------------------------------------
Cash-end of period ($ 0) $ 0
----------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
F-4
|
Diversified Opportunities, Inc. (f/k/a Enlighten Software Solutions, Inc.)
Statement of Stockholders' Deficiency
(Successor Company)
Common Stock
----------------------------------------------------------------------------
Additional
Common paid-in Subscriptions Deficit
Shares Stock capital Receivable Accumulated
-------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2005-
(restated to reflect 1:25
reverse stock split effective
February 11, 2008) 199,192 199 0 0 (199)
-------------------------------------------------------------------------------------------------------------------------
Net Loss (1,267)
-------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2006 199,192 199 $0 $0 ($1,466)
-------------------------------------------------------------------------------------------------------------------------
Stock issued for cash 9,000,000 9,000 21,000 (30,000)
Fair value of services provided by
related party 12,000
Net Loss (33,050)
-------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2007 9,199,192 9,199 $33,000 ($30,000) ($34,516)
-------------------------------------------------------------------------------------------------------------------------
See Summary of Significant Accounting Policies and Notes to Financial Statements.
F-5
|
DIVERSIFIED OPPORTUNITIES, INC.
(F/K/A ENLIGHTEN SOFTWARE SOLUTIONS, INC.)
BACKGROUND AND
SIGNIFICANT ACCOUNTING POLICIES
December 31, 2007
THE COMPANY
ORGANIZATIONAL BACKGROUND: Diversified Opportunities, Inc., (the "Company"), was originally formed in California In June 1986 and ceased all operations in 2001. The Company changed its name from Enlighten Software Solutions, Inc in 2007.
BANKRUPTCY PROCEEDINGS: On September 13, 2001 the Company filed voluntary Chapter 7 petitions under the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Northern District of California, San Francisco Division (case no. 01-32337). As a result of the filing, all of our properties were transferred to a United States Trustee and we terminated all of our business operations. The Bankruptcy Trustee has disposed of all of the assets. On January 4, 2005 the Chapter 7 bankruptcy was closed.
CALIFORNIA SUPERIOR COURT COUNTY OF SACRAMENTO PROCEEDINGS: On April 3, 2007, the Superior Court approved an Order requiring a shareholder meeting be held within 60 days. The court ordered meeting was held July 2, 2007.
BASIS OF PRESENTATION: We adopted "fresh-start" accounting as of September 14, 2001 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code. The results of the discontinued component have been reclassified from continuing operations to discontinued operations. The reclassification had no impact as the company had no sales or operating expenses from discontinued operations for the period ended December 31, 2007 or 2006.
SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
CASH AND CASH EQUIVALENTS: For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.
PROPERTY AND EQUIPMENT New property and equipment are recorded at cost. Property and equipment included in the bankruptcy proceedings and transferred to the Trustee had been valued at liquidation value. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.
VALUATION OF LONG-LIVED ASSETS: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
STOCK BASED COMPENSATION: Stock-based awards to non-employees are accounted for using the fair value method in accordance with SFAS No. 123R, ACCOUNTING FOR STOCK-BASED COMPENSATION, and EITF Issue No. 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING GOODS OR SERVICES.
On January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards ("SFAS") 123R, "Share-Based Payment" ("SFAS 123(R)"), which requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements. Prior to January 1, 2006, we accounted for our stock-based compensation plans under the recognition and measurement principles of Accounting Principles Board ("APB") Opinion 25, "Accounting for Stock Issued to Employees," and related interpretations, and would typically recognize no compensation expense for stock option grants if options granted had an exercise price equal to the market value of the underlying common stock on the date of grant.
We adopted SFAS 123(R) using the "modified prospective" method, which results in no restatement of prior period amounts. Under this method, the provisions of SFAS 123(R) apply to all awards granted or modified after the date of adoption. In addition, compensation expense must be recognized for any unvested stock option awards outstanding as of the date of adoption on a straight-line basis over the remaining vesting period. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting therefore no charge is required for the years ended December 31, 2007 or 2006. SFAS 123(R) also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, SFAS 123(R) required a modification to the Company's calculation of the dilutive effect of stock option awards on earnings per share. For companies that adopt SFAS 123(R) using the "modified prospective" method, disclosure of pro forma information for periods prior to adoption must continue to be made.
ACCOUNTING FOR OBLIGATIONS AND INSTRUMENTS POTENTIALLY TO BE SETTLED IN THE COMPANY'S OWN STOCK: We account for obligations and instruments potentially to be settled in the Company's stock in accordance with EITF Issue No. 00-19, ACCOUNTING FOR DERIVATIVE FINANCIAL INSTRUMENTS INDEXED TO, AND POTENTIALLY SETTLED IN A COMPANY'S OWN STOCK. This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company's own stock.
FAIR VALUE OF FINANCIAL INSTRUMENTS: Statements of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," requires disclosure of fair value information about financial instruments. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31 2007. The respective carrying value of certain on-balance sheet financial instruments approximated their fair values.
These financial instruments include cash and cash equivalents, accounts payable and accrued expenses. Fair values were assumed to approximate carrying values for these financial instruments since they are short-term in nature and their carrying amounts approximate fair values or they are receivable or payable on demand.
EARNINGS PER COMMON SHARE: Basic net loss per share is computed using the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed using the weighted average number of common and dilutive equivalent shares outstanding during the period. Dilutive common equivalent shares consist of options to purchase common stock (only if those options are exercisable and at prices below the average share price for the period) and shares issueable upon the conversion of our Preferred Stock. Due to the net losses reported, dilutive common equivalent shares were excluded from the computation of diluted loss per share, as inclusion would be anti-dilutive for the periods presented. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to our reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred January 1, 2006.
There were no common equivalent shares required to be added to the basic weighted average shares outstanding to arrive at diluted weighted average shares outstanding in 2007 or 2006.
INCOME TAXES: We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
Deferred income taxes are recorded in accordance with SFAS No. 109, "ACCOUNTING FOR INCOME TAXES," or SFAS 109. Under SFAS No. 109, deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. SFAS 109 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
The Company accounts for income taxes in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes," ("SFAS 109") which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized.
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2006, the FASB issued SFAS No. 157, FAIR VALUE MEASUREMENTS (SFAS 157). SFAS 157 provides guidance for using fair value to measure assets and liabilities. It also responds to investors' requests for expanded information about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurements on earnings. SFAS 157 applies whenever other standards required (or permit) assets or liabilities to be measured at fair value, and does not expand the use of fair value in any new circumstances. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. We are currently evaluating the effect that the adoption of SFAS 157 will have on our results of operations and financial condition and are not yet in a position to determine such effects.
In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, CONSIDERING THE EFFECTS OF PRIOR YEAR MISSTATEMENTS WHEN QUANTIFYING MISSTATEMENTS IN CURRENT YEAR FINANCIAL STATEMENTS ("SAB 108"). SAB 108 establishes an approach that requires quantification of financial statement misstatements based on the effects of the misstatements on each of the Company's consolidated financial statements and the related financial statement disclosures. SAB 108 is effective for the year ending December 31, 2006. We are currently evaluating the effect that the adoption of SAB 108 will have on our results of operations and financial.
In June 2006, the FASB issued FASB Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT 109 ("FIN 48"), which clarifies the accounting for uncertain tax positions. This Interpretation allows the tax effects from an uncertain tax position to be recognized in the Company's financial statements if the position is more likely than not to be sustained upon audit, based on the technical merits of the position. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We do not expect the adoption of FIN 48 to have a material impact on our financial statements.
DIVERSIFIED OPPORTUNITIES, INC.
(F/K/A ENLIGHTEN SOFTWARE SOLUTIONS, INC.)
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
1. "FRESH START" ACCOUNTING:
On September 13, 2001 all of the Company's assets were transferred to the chapter 7 trustee in settlement of all outstanding corporate obligations. We adopted "fresh-start" accounting as of September 14, 2001 in accordance with procedures specified by AICPA Statement of Position ("SOP") No. 90-7, "Financial Reporting by Entities in Reorganization under the Bankruptcy Code."
All results for periods subsequent to September 13, 2001 are referred to as those of the "Successor Company". The successor company had no transactions between September 13, 2001 and the end of the reporting period, December 31, 2001 and was inactive in years 2002-2006.
In accordance with SOP No. 90-7, the reorganized value of the Company was allocated to the Company's assets based on procedures specified by SFAS No. 141, "Business Combinations". Each liability existing at the plan sale date, other than deferred taxes, was stated at the present value of the amounts to be paid at appropriate market rates. It was determined that the Company's reorganization value computed immediately before September 14, 2001 was $0. The Company had been inactive since September 13, 2001. We adopted "fresh-start" accounting because holders of existing voting shares immediately before filing and confirmation received less than 50% of the voting shares of the emerging entity and its reorganization value is less than its post-petition liabilities and allowed claims.
2. RECENT COURT PROCEEDINGS:
On April 3, 2007, the Superior Court approved an Order requiring a shareholder meeting be held within 60 days. The court ordered meeting was held July 2, 2007
The accounts of any former subsidiaries were not included and have not been carried forward.
RESULTANT CHANGE IN CONTROL: In connection with the Order and subsequent shareholder meeting, Michael Anthony became our sole director and President on July 2, 2007. As sole officer and director, Michael Anthony entered into an agreement with Corporate Services International Profit Sharing Plan (CSIPSP) whereby CSIPSP agreed to make an investment of paid in capital of $30,000 to be used to pay for costs and expenses necessary to bring the Company back into compliance with state and federal securities laws and bring current all Securities and Exchange disclosure obligations. In exchange for the $30,000 CSIPSP was issued 225,000,000 (9,000,000 post split) shares of common stock on October 9, 2007.
Mr. Anthony is the sole beneficiary of CSIPSP and has sole voting and dispositive control.
3. INCOME TAXES:
We have adopted SFAS 109 which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2005 considered available to reduce future income taxes were reduced or eliminated through our recent change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).
We have a current operating loss carry-forward of $ 20,000 resulting in deferred tax assets of $3,000. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.
Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.
4. COMMITMENTS:
The Company is not a party to any leases and does not have any commitments
5. STOCKHOLDERS' EQUITY:
REVERSE STOCK SPLIT
On January 14, 2008 we declared a reverse split of our common stock. The formula provided that every twenty (25) issued and outstanding shares of common stock of the Corporation be automatically split into 1 share of common stock. Any resulting share ownership interest of fractional shares was rounded up to the first whole integer in such a manner that all rounding was done to the next single share and each and every shareholder would own at least 1 share. The reverse stock split was effective February 11, 2008 for holders of record at February 11, 2008. Except as otherwise noted, all share, option and warrant numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred January 1, 2006.
COMMON STOCK
We are currently authorized to issue up to 300,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis. On October 9, 2007 Corporate Services International Profit Sharing Plan agreed to contribute a total of $30,000 as paid in capital in exchange for 9,000,000 post-split shares of restricted common stock. The company is to use these funds to pay the costs and expenses necessary to revive business operations. Such expenses include fees to reinstate the corporate charter; payment of all past due franchise taxes; settling all past due accounts with the transfer agent; accounting and legal fees; costs associated with bringing current its filings with the Securities and Exchange Commission, etc. As of December 31, 2007 such expenses aggregating $4,103 have been paid. In January, 2008 the full subscription of $30,000 was received.
PREFERRED STOCK
We are currently authorized to issue up to 10,000,000 shares of $ 0.001 preferred stock. On January 25, 2007 the board of directors approved the cancellation of all previously issued preferred shares and approved the cancellation and extinguishment of all common and preferred share conversion rights of any kind, including without limitation, warrants, options, convertible debt instruments and convertible preferred stock of every series and accompanying conversion rights of any kind.
FAIR VALUE OF SERVICES:
The principal stockholder provided, without cost to the Company, his services, valued at $1,800 per month for July through December, which totaled $10,800 for the six-month period ended December 31, 2007. The principal stockholder also provided, without cost to the Company, office space valued at $200 per month, which totaled $1,200 for the six-month period ended December 31, 2007. The total of these expenses was $12,000 and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.
There are no employee or non-employee options grants.
6. RELATED PARTY TRANSACTIONS NOT DISCLOSED ELSEWHERE:
DUE RELATED PARTIES: Amounts due related parties consist of corporate reinstatement expenses paid by the principal shareholder prior to the establishment of a bank account. Such items totaled $5,371 and $1,268 at December 31, 2007 and 2006 respectively. Legal services provided to the company by Laura Anthony through Legal & Compliance, LLC (Michael Anthony's spouse) were valued at $10,678 and was unpaid at December 31, 2007.
EXHIBIT 3.1.1
1191696
FILED
JUN-5 1986
ARTICLES OF INCORPORATION
OF
LAB, Inc.
ONE: The name of the corporation is:
TWO: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
THREE: The name of the corporation's initial agent for service of process is:
FOUR: The total number of shares which the corporation is authorized to issue is one million (1,000,000) shares.
IN WITNESS WHEREOF the undersigned has executed these Articles of Incorporation this 5th day of June, 1986.
/s/ Graham R. Taylor ------------------------------ Graham R. Taylor |
Graham R. Taylor declares that he is the person who executed the foregoing Articles of Incorporation and that said instrument is his act and deed.
/s/ Graham R. Taylor ------------------------------ Graham R. Taylor |
EXHIBIT 3.1.2
1191696
FILED
JUN-24 1986
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Peter McDonald and Peter Dominish certify that:
1. They are the president and the secretary, respectively, of LAB, Inc., a California Corporation.
2. The title and article one of the articles of incorporation of this Corporation are amended to read as:
"ARTICLES OF INCORPORATION
OF
SOFTWARE PROFESSIONALS, INC.
ONE: The name of the corporation is:
Software Professionals, Inc."
3. The foregoing amendment of the articles of incorporation has been duly approved by the board of directors.
4. The foregoing amendment of articles of incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the corporation is two hundred thousand (200,000). The number of shares voting in favor of the amendment exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: June 24, 1986
/s/ Peter McDonald
-----------------------------------
Peter McDonald, President
/s/ Peter Dominish
-----------------------------------
Peter Dominish, Secretary
|
EXHIBIT 3.1.3
1191696
FILED
OCT 16 1992
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SOFTWARE PROFESSIONALS, INC.
Peter McDonald and Michael Morgan certify that:
1. They are the president and secretary, respectively, of Software Professionals, Inc.
2. Article Four of the Articles of Incorporation of this Corporation is amended to read as follows:
"FOUR: The total number of shares that the Corporation is authorized to issue is Ten Million (10,000,000). Each share outstanding as of the date hereof shall be converted to Twenty-Five (25) shares."
3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902 of the Corporations Code. The total number of outstanding shares of the Corporation is Two Hundred Thousand (200,000). The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Date: 9/1/92
/s/ Peter McDonald
-----------------------------------
Peter McDonald, President
/s/ Michael Morgan
-----------------------------------
Michael Morgan, Secretary
|
EXHIBIT 3.1.4
A441423
FILED
JAN 12 1994
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SOFTWARE PROFESSIONALS, INC.
Peter McDonald and Michael Morgan certify that:
I. They are the duly elected and acting President and Secretary, respectively, of Software Professionals, Inc. (the "Corporation").
II. The Articles of Incorporation of the Corporation are amended and restated to read as follows:
"ARTICLE I
The name of the Corporation is Software Professionals, Inc.
ARTICLE II
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.
ARTICLE III
Section 1. This corporation is authorized to issue two classes of shares designated respectively "Common Stock" and "Preferred Stock", and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The number of shares of Common Stock is 10,000,000 and the number of
shares of Preferred Stock is 1,000,000. Upon amendment of these Articles of Incorporation to read as herein set forth, each 2.77778 shares of outstanding Common Stock are converted into and reconstituted as one (1) share of Common Stock.
Section 2. The Preferred shares may be issued from time to time in one or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred shares and to determine the designation of any such series. The Board of Directors is also authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred shares and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issuance of shares of that series.
ARTICLE IV
The liability of the directors of the Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.
The Corporation is authorized to provide indemnification of agents (as defined in Section 317 of the Code) through Bylaw provisions or through agreements, vote of shareholders or disinterested directors, or otherwise, in excess of that expressly permitted by Section 317 of the Code, subject to the limits on such excess indemnification set forth in Section 204 of the Code with respect to any breach of duty to the Corporation or its shareholders.
ARTICLE V
The Corporation reserves the right to amend or repeal any provision contained in these Articles of Incorporation in the manner prescribed by the laws of the State of California and all rights conferred upon shareholders are granted subject to this reservation; PROVIDED, HOWEVER, that, notwithstanding any other provision of these Articles of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation required by law or by these Articles of Incorporation, the affirmative vote of the holders of at least 66-2/3% of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal Section 2 of Article III, Article IV, or this Article V."
III. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the Board of Directors of the Corporation.
IV. The foregoing amendment and restatement of Articles of Incorporation has been duly approved by the required vote of shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares of Common Stock of the Corporation entitled to vote is 500,000. The number of shares of Common Stock voting in favor of the Amendment equalled or exceeded the vote required. The percentage vote required for the approval of the Amended and Restated Articles of Incorporation herein was more than 50%.
The undersigned declare under penalty of perjury that the matters set forth in the foregoing Restated Articles are true and correct of their own knowledge.
Executed at San Mateo, California on December 23, 1993.
/s/ Peter J. McDonald ----------------------------------- Peter J. McDonald, President /s/ Michael A. Morgan ----------------------------------- Michael A. Morgan, Secretary |
EXHIBIT 3.1.5
1191696
FILED
MAY 21 1996
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
SOFTWARE PROFESSIONALS, INC.
Peter J. McDonald and Michael A. Morgan hereby certify that:
1. They are, respectively, the President and Secretary of Software Professionals, Inc., a California corporation.
2. Article I of the Amended and Restated Articles of Incorporation is amended to read as follows:
" The name of the corporation is ENlighten Software Solutions, Inc."
3. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the Board of Directors of this corporation.
4. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the required vote of shareholders of this corporation in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares of this corporation entitled to vote with respect to the foregoing amendment was 2,827,160 shares of Common Stock. There are no shares of Preferred Stock issued or outstanding. The number of shares voting in favor of the amendment equaled or exceeded the vote required, such required vote being more than 50% of the outstanding shares of Common Stock.
The undersigned further declare under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing certificate are true and correct of our own knowledge.
Executed at San Mateo, California, on the 20th day of May, 1996.
/s/ Peter McDonald ----------------------------------- Peter McDonald, President /s/ Michael Morgan ----------------------------------- Michael Morgan, Secretary |
EXHIBIT 3.1.6
1191696
FILED
JAN 23 2001
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
Bill Bradley and Stephen Giusti hereby certify that:
1. They are the duly elected and acting President and Chief Financial Officer, respectively, of ENlighten Software Solutions, Inc., a California corporation (the "Corporation").
2. Section 1 of Article III of the Corporation's Amended and Restated Articles of Incorporation is amended to read as follows:
"Section 1. This corporation is authorized to issue two classes of shares designated respectively "Common Stock" and "Preferred Stock", and referred to herein either as Common Stock or Common shares and Preferred Stock or Preferred shares, respectively. The number of shares of Common Stock is 20,000,000 and the number of shares of Preferred Stock is 1,000,000."
3. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the Board of Directors of the corporation.
4. The foregoing amendment of the Amended and Restated Articles of Incorporation has been duly approved by the required vote of the shareholders of the Corporation in accordance with Sections 902 and 903 of the California Corporations Code. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 4,953,789 shares of Common Stock. There are no shares of Preferred Stock issued or outstanding. The number of shares voting in favor of the amendment equaled or exceeded the vote required, such required vote being more than 50% of the outstanding shares of Common Stock.
[REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]
Each of the undersigned certifies under penalty of perjury under the laws of the State of California that he has read the foregoing Certificate of Amendment of the Amended and Restated Articles of Incorporation and knows the contents thereof, and that the statements set forth therein are true and correct.
Executed at San Mateo, California, on January 18, 2001.
/s/ Bill Bradley ----------------------------------- Bill Bradley /s/ Stephen Giusti ----------------------------------- Stephen Giusti |
BYLAWS
OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
October 1, 2007
ARTICLE I
OFFICES AND CORPORATE SEAL
SECTION 1.1 Registered Office. The registered office of ENLIGHTEN SOFTWARE SOLUTIONS, INC. (hereinafter referred to as the "Corporation"), in the State of Delaware shall be c/o Delaware Corporations, LLC, 800 Delaware Ave., Wilmington, Delaware, 19801. In addition to its registered office, the Corporation shall maintain a principal office at a location determined by the Board. The Board of Directors may change the Corporation's registered office and principal office from time to time.
SECTION 1.2 Other Offices. The Corporation may also maintain offices at such other place or places, either within or without the State of Delaware, as may be designated from time to time by the Board of Directors (hereinafter the "Board"), and the business of the Corporation may be transacted at such other offices with the same effect as that conducted at the principal office.
SECTION 1.3 Corporate Seal. A corporate seal shall not be requisite to the validity of any instrument executed by or on behalf of the Corporation but nevertheless if in any instance a corporate seal be used, the same shall be a circle having on the circumference thereof the name of the Corporation and in the center the words "corporate seal", the year incorporated, and the state where incorporated.
ARTICLE II
SHAREHOLDERS
SECTION 2.1 Shareholders Meetings. All meetings of the shareholders shall be held at the principal office of the Corporation between the hours of 9:00 a.m. and 5:00 p.m., or at such other time and place as may be fixed from time to time by the Board, or in the absence of direction by the Board, by the President or Secretary of the Corporation, either within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. A special or annual meeting called by shareholders owning a majority of the entire capital stock of the Corporation pursuant to Sections 2.2 or 2.3 shall be held at the place designated by the shareholders calling the meeting in the notice of the meeting or in a duly executed waiver of notice thereof.
SECTION 2.2 Annual Meetings. Annual meetings of shareholders shall be held on a
date designated by the Board of Directors or if that day shall be a legal
holiday, then on the next succeeding business day, or at such other date and
time as shall be designated from time to time by the Board and stated in the
notice of the meeting. At the annual meeting, shareholders shall elect the Board
and transact such other business as may properly be brought before the meeting.
In the event that an annual meeting is not held on the date specified in this
Section 2.2, the annual meeting may be held on the written call of the
shareholders owning a majority of the entire capital stock of the Corporation
issued, outstanding, and entitled to vote.
SECTION 2.3 Special Meetings of Shareholders. Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by Delaware statute or by the Articles of Incorporation (hereinafter the "Articles"), may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board, or at the request in writing of shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. In the event that the President or Secretary fails to call a meeting pursuant to such a request, a special meeting may be held on the written call of the shareholders owning a majority of the entire capital stock of the Corporation issued, outstanding, and entitled to vote.
SECTION 2.4 List of Shareholders. The officer who has charge of the stock transfer books for shares of the Corporation shall prepare and make, no more than two (2) days after notice of a meeting of shareholders is given, a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address and the number of shares registered in the name of each shareholder. Such list shall be open to examination and copying by any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder present.
SECTION 2.5 Notice of Shareholders Meetings. Written notice of the annual meeting stating the place, date and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given, either personally or by mail, to each shareholder of record entitled
to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when mailed to the shareholder at his address as it appears on the stock transfer books of the Corporation. Business transacted at any special meeting of shareholders shall be limited to the purposes stated in the notice unless determined otherwise by the unanimous vote of the holders of all of the issued and outstanding shares of the Corporation present at the meeting in person or represented by proxy.
SECTION 2.6 Closing of Transfer Books or Fixing of Record Date. For the purpose
of determining shareholders entitled to notice of, or permitted to vote at, any
meeting of shareholders or any adjournment thereof, or for the purpose of
determining shareholders entitled to receive payment of any dividend, or in
order to make a determination of shareholders for any other proper purpose, the
board may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, sixty (60) days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of, or permitted to vote at, a meeting of shareholders, such books shall
be closed for at least ten (10) days immediately preceding such meeting. In lieu
of closing the stock transfer books, the board may fix in advance a date as the
record date for any such determination of shareholders, such date in any case to
be not more than sixty (60) days and, in case of a meeting of shareholders, not
less than ten (10) days prior to the date on which the particular action
requiring such determination of shareholders is to be taken. If the stock
transfer books are not closed and no record date is fixed for the determination
of shareholders entitled to notice of, or permitted to vote at, a meeting of
shareholders, or for the determination of shareholders entitled to receive
payment of a dividend, the record date shall be 4:00 p.m. on the day before the
day on which notice of the meeting is given or, if notice is waived, the record
date shall be the day on which, and the time at which, the meeting is commenced.
When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to any adjournment thereof, provided that the board may fix a new record
date for the adjourned meeting and further provided that such adjournments do
not in the aggregate exceed thirty (30) days. The record date for determining
shareholders entitled to express consent to action without a meeting pursuant to
Section 2.9 shall be the date on which the first shareholder signs the consent.
SECTION 2.7 Quorum and Adjournment.
(a) The holders of a majority of the shares issued, outstanding, and entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business
except as otherwise provided by Delaware statute or by the Articles. (b) Business may be conducted once a quorum is present and may continue until adjournment of the meeting notwithstanding the withdrawal or temporary absence of sufficient shares to reduce the number present to less than a quorum. Unless the vote of a greater number or voting by classes is required by Delaware statute or the Articles, the affirmative vote of the majority of the shares then represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders; provided, however, that if the shares then represented are less than required to constitute a quorum, the affirmative vote must be such as would constitute a majority if a quorum were present; and provided further, that the affirmative vote of a majority of the shares then present shall be sufficient in all cases to adjourn a meeting. (c) If a quorum shall not be present or represented at any meeting of the shareholders, the shareholders entitled to vote at the meeting, present in person or represented by proxy, shall have power to adjourn the meeting to another time or place, without notice other than announcement at the meeting at which adjournment is taken, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting.
SECTION 2.8 Voting. At every meeting of the shareholders, each shareholder shall be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such shareholder, but no proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period not to exceed seven (7) years.
SECTION 2.9 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of shareholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of a majority of the outstanding shares entitled to vote with respect to the subject matter of the action unless a greater percentage is required by law in which case such greater percentage shall be required.
SECTION 2.10 Waiver. A shareholder's attendance at a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the shareholder objects at the beginning of the meeting to holding the
meeting or transacting business at the meeting, and shall constitute a waiver of any objection to consideration of a particular matter at the meeting unless the shareholder objects to considering the matter when it is presented. A shareholder may otherwise waive notice of any annual or special meeting of shareholders by executing a written waiver of notice either before, at or after the time of the meeting.
SECTION 2.11 Conduct of Meetings. Meetings of the shareholders shall be presided over by a chairman to be chosen, subject to confirmation after tabulation of the votes, by a majority of the shareholders entitled to vote at the meeting who are present in person or by proxy. The secretary for the meeting shall be the Secretary of the Corporation, or if the Secretary of the Corporation is absent, then the chairman initially chosen by a majority of the shareholders shall appoint any person present to act as secretary. The chairman shall conduct the meeting in accordance with the Corporation's Articles, Bylaws and the notice of the meeting, and may establish rules for conducting the business of the meeting. After calling the meeting to order, the chairman initially chosen shall call for the election inspector, or if no inspector is present then the secretary of the meeting, to tabulate the votes represented at the meeting and entitled to be cast. Once the votes are tabulated, the shares entitled to vote shall confirm the chairman initially chosen or shall choose another chairman, who shall confirm the secretary initially chosen or shall choose another secretary in accordance with this section. If directors are to be elected, the tabulation of votes present at the meeting shall be announced prior to the casting of votes for the directors.
SECTION 2.12 Election Inspector. The Board of Directors, in advance of any shareholders meeting, may appoint an election inspector to act at such meeting. If an election inspector is not so appointed or is not present at the meeting, the chairman of the meeting may, and upon the request of any person entitled to vote at the meeting shall, make such appointment. If appointed, the election inspector will determine the number of shares outstanding, the authenticity, validity and effect of proxies and the number of shares represented at the meeting in person and by proxy; receive and count votes, ballots and consents and announce the results thereof; hear and determine all challenges and questions pertaining to proxies and voting; and, in general, perform such acts as may be proper to ensure the fair conduct of the meeting.
ARTICLE III
DIRECTORS
SECTION 3.1 Number and Election. The number of directors that shall constitute the whole Board shall initially be one; provided, such number may be changed by the shareholders so long as the number of directors shall not be less than one
or more than nine. Directors shall be elected by the shareholders, and each director shall serve until the next annual meeting and until his successor is elected and qualified, or until resignation or removal.
SECTION 3.2 Powers. The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts as are not by Delaware statute, the Articles, or these Bylaws directed or required to be exercised or done by the shareholders.
SECTION 3.3. Resignation of Directors. Any director may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
SECTION 3.4 Removal of Directors. Any director or the entire Board may be removed, with or without cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors at a meeting of shareholders called expressly for that purpose.
SECTION 3.5 Vacancies. Vacancies resulting from the resignation or removal of a director and newly created directorships resulting from any increase in the authorized number of directors shall be filled by the shareholders in accordance with Section 3.1.
SECTION 3.6 Place of Meetings. Unless otherwise agreed by a majority of the
directors then serving, all meetings of the Board of Directors shall be held at
the Corporation's principal office between the hours of 9:00 a.m. and 5:00 p.m.,
and such meetings may be held by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section 3.6 shall constitute presence in person at such meeting.
SECTION 3.7 Annual Meetings. Annual meetings of the Board shall be held immediately following the annual meeting of the shareholders and in the same place as the annual meeting of shareholders. In the event such meeting is not held, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver of notice by all of the directors.
SECTION 3.8 Regular Meetings. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.
SECTION 3.9 Special Meetings. Special meetings of the Board may be called by the President or the Secretary with seven (7) days notice to each director, either personally, by mail, by telegram, or by telephone; special meetings shall be called in like manner and on like notice by the President or Secretary on the written request of two (2) directors and shall in such case be held at the time requested by those directors, or if the President or Secretary fails to call the special meeting as requested, then the meeting may be called by the two requesting directors and shall be held at the time designated by those directors in the notice.
SECTION 3.10 Quorum and Voting. A quorum at any meeting of the Board shall consist of a majority of the number of directors then serving, but not less than two (2) directors, provided that if and when a Board comprised of one member is authorized, or in the event that only one director is then serving, then one director shall constitute a quorum. If a quorum shall not be present at any meeting of the Board, the directors then present may adjourn the meeting to another time or place, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present, then the affirmative vote of a majority of directors present is the act of the Board of Directors.
SECTION 3.11 Action Without Meeting. Unless otherwise restricted by the Articles or these Bylaws, any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
SECTION 3.12 Committees of the Board. The Board, by resolution, adopted by a majority of the full Board, may designate from among its members an executive committee and one or more other committees each of which, to the extent provided in such resolution and permitted by law, shall have and may exercise all the authority of the Board. The Board, with or without cause, may dissolve any such committee or remove any member thereof at any time. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board, or any member thereof, of any responsibility imposed by law.
SECTION 3.13 Compensation. To the extent authorized by resolution of the Board and not prohibited or limited by the Articles, these Bylaws, or the shareholders, a director may be reimbursed by the Corporation for his expenses, if any, incurred in attending a meeting of the Board of Directors, and may be paid by the Corporation a fixed sum or a stated salary or both for attending meetings of the Board. No such reimbursement or payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.
SECTION 3.14 Waiver. A director's attendance at or participation in a meeting shall constitute a waiver of any objection to defective notice or lack of notice of the meeting unless the director objects at the beginning of the meeting or promptly upon his arrival to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. A director may otherwise waive notice of any annual, regular or special meeting of directors by executing a written notice of waiver either before or after the time of the meeting.
SECTION 3.15 Chairman of the Board. A Chairman of the Board may be appointed by the directors. The Chairman of the Board shall perform such duties as from time to time may be assigned to him by the Board, the shareholders, or these Bylaws. The Vice Chairman, if one has been elected, shall serve in the Chairman's absence.
SECTION 3.16 Conduct of Meetings. At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order of precedence:
(a) The Chairman of the Board;
(b) The Vice Chairman;
(c) The President of the Corporation; or
(d) A director chosen by a majority of the directors present, or if a majority
is unable to agree on who shall act as chairman, then the director with the
earliest date of birth shall act as the chairman.
The Secretary of the Corporation, or if he shall be absent from such meeting, the person whom the chairman of such meeting appoints, shall act as secretary of such meeting and keep the minutes thereof. The order of business and rules of procedure at each meeting of the Board shall be determined by the chairman of such meeting, but the same may be changed by the vote of a majority of those directors present at such meeting. The Board shall keep regular minutes of its proceedings.
ARTICLE IV
OFFICERS
SECTION 4.1 Titles, Offices, Authority. The officers of the Corporation shall be chosen by the Board of Directors and shall include a President, a Secretary and a Treasurer, and may, but need not, include a Chairman, a Vice Chairman, a Chief Executive Officer, a Chief Operating Officer, a Vice President, additional Vice
Presidents, one or more assistant secretaries and assistant treasurers, or any other officer appointed by the Board. Any number of offices may be held by the same person, unless the Articles or these Bylaws otherwise provide. If only one person is serving as an officer of this Corporation, he or she shall be deemed to be President and Secretary. An officer shall have such authority and shall perform such duties in the management of the Corporation as may be provided by the Articles or these Bylaws, or as may be determined by resolution of the Board or the shareholders in accordance with Article V.
SECTION 4.2 Subordinate Officers. The Board may appoint such subordinate officers, agents or employees as the Board may deem necessary or advisable, including one or more additional Vice Presidents, one or more assistant secretaries, and one or more assistant treasurers, each of whom shall hold office for such period, have authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. The Board may delegate to any executive officer or to any committee the power to appoint any such additional officers, agents or employees. Notwithstanding the foregoing, no assistant secretary or assistant treasurer shall have power or authority to collect, account for, or pay over any tax imposed by any federal, state or city government.
SECTION 4.3 Appointment, Term of Office, Qualification. The officers of the Corporation shall be appointed by the Board and each officer shall serve at the pleasure of the Board until the next annual meeting and until a successor is appointed and qualified, or until resignation or removal.
SECTION 4.4 Resignation. Any officer may resign his office at any time by giving written notice of his resignation to the President or the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if no time be specified therein, at the time of the receipt thereof, and the acceptance thereof shall not be necessary to make it effective.
SECTION 4.5 Removal. Any officer or agent may be removed by the Board whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights.
SECTION 4.6 Vacancies. A vacancy in any office, because of death, resignation, removal, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed in Sections 4.1, 4.2 and 4.3 of this Article IV for appointment to such office.
SECTION 4.7 The President. The President shall preside at all meetings of shareholders. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board, shall in general supervise
and control all of the business and affairs of the Corporation. He may sign, when authorized by the Board, certificates for shares of the Corporation and deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board from time to time.
SECTION 4.8 The Vice President. Each Vice President shall have such powers and perform such duties as the Board or the President may from time to time prescribe and shall perform such other duties as may be prescribed by these Bylaws. At the request of the President, or in case of his absence or inability to act, the Vice President or, if there shall be more than one Vice President then in office, then one of them who shall be designated for the purpose by the President or by the Board shall perform the duties of the President, and when so acting shall have all powers of, and be subject to all the restrictions upon, the President.
SECTION 4.9 The Secretary. The Secretary shall act as secretary of, and keep the minutes of, all meetings of the Board and of the shareholders; he shall cause to be given notice of all meetings of the shareholders and directors; he shall be the custodian of the seal of the Corporation and shall affix the seal, or cause it to be affixed, to all proper instruments when deemed advisable by him; he shall have charge of the stock book and also of the other books, records and papers of the Corporation relating to its organization as a Corporation, and shall see that the reports, statements and other documents required by law are properly kept or filed; and he shall in general perform all the duties incident to the office of Secretary. He may sign, with the President, certificates of stock of the Corporation. He shall also have such powers and perform such duties as are assigned to him by these Bylaws, and he shall have such other powers and perform such other duties, not inconsistent with these Bylaws, as the Board shall from time to time prescribe. If no officer has been named as Secretary, the duties of the Secretary shall be performed by the President or a person designated by the President.
SECTION 4.10 The Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name of and to the credit of the Corporation in such banks and other depositories as may be designated by the Board, or in the absence of direction
by the Board, by the President; he shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and to the directors at the regular meetings of the Board or whenever they may require it, a statement of all his transactions as Treasurer and an account of the financial condition of the Corporation; and, in general, he shall perform all the duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him by the Board. He may sign, with the President or a Vice President, certificates of stock of the Corporation. If no officer has been named as Treasurer, the duties of the Treasurer shall be performed by the President or a person designated by the President.
SECTION 4.11 Compensation. The Board shall have the power to set the compensation of all officers of the Corporation. It may authorize any officer, upon whom the power of appointing subordinate officers may have been conferred, to set the compensation of such subordinate officers.
ARTICLE V
AUTHORITY TO INCUR CORPORATE OBLIGATIONS
SECTION 5.1 Limit on Authority. No officer or agent of the Corporation shall be authorized to incur obligations on behalf of the Corporation except as authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders. Such authority may be general or confined to specific instances.
SECTION 5.2 Contracts and Other Obligations. To the extent authorized by the Articles or these Bylaws, or by resolution of the Board or the shareholders, officers and agents of the Corporation may enter into contracts, execute and deliver instruments, sign and issue checks, and otherwise incur obligations on behalf of the Corporation.
ARTICLE VI
SHARES AND THEIR TRANSFER
SECTION 6.1 Certificates for Shares. Certificates representing shares of the Corporation shall be in such form as shall be determined by the Board. Such certificates shall be signed by the President or a Vice President and by the Secretary or an assistant secretary. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Corporation itself or one of its employees. Each certificate for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board may prescribe.
SECTION 6.2 Issuance. Before the Corporation issues shares, the Board shall determine that the consideration received or to be received for the shares is adequate. A certificate shall not be issued for any share until such share is fully paid.
SECTION 6.3 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.
ARTICLE VII
FISCAL YEAR
The fiscal year of the Corporation shall be December 31.
ARTICLE VIII
DIVIDENDS
From time to time the Board may declare, and the Corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles.
ARTICLE IX
INDEMNIFICATION
The Corporation may indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent permitted by law, the Articles or these Bylaws, and shall indemnify and advance litigation expenses to its directors, officers, employees and agents to the extent required by law, the
Articles or these Bylaws. The Corporation's obligations of indemnification, if any, shall be conditioned on the Corporation receiving prompt notice of the claim and the opportunity to settle and defend the claim. The Corporation may, to the extent permitted by law, purchase and maintain insurance on behalf of an individual who is or was a director, officer, employee or agent of the Corporation.
ARTICLE X
REPEAL, ALTERATION OR AMENDMENT
These Bylaws may be repealed, altered, or amended, or substitute Bylaws may be adopted at any time by a majority of the Board at any regular or special meeting, or by the shareholders at a special meeting called for that purpose. Any amendment made by the shareholders may not be amended by the Board unless authorized by the shareholders. No amendment made by the Board that impairs the rights of any shareholder shall be valid.
IN WITNESS WHEREOF, the undersigned, being the directors of ENLIGHTEN SOFTWARE SOLUTIONS, INC., adopt the foregoing Bylaws, effective as of the date first written above.
DIRECTORS:
By: /s/ Michael Anthony
------------------------------
Michael Anthony, President
By: /s/ Michael Anthony
------------------------------
Michael Anthony, Director
|
CERTIFICATION
The undersigned, as Secretary of ENLIGHTEN SOFTWARE SOLUTIONS, INC., hereby certifies that the foregoing Bylaws were duly adopted by the Board of directors.
By: /s/ Michael Anthony
------------------------------
Michael Anthony, Secretary
|
EXHIBIT 3.1.8
[SEAL]
State of California
Secretary of State
I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:
That the attached transcript of 1 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
[SEAL] IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of the
State of California this day of
|
/s/ Debra Bowen DEBRA BOWEN Secretary of State |
A0664464
FILED
AUG - 2 2007
The undersigned hereby certify that:
1. They are the President and Secretary, respectively of Enlighten Software Solutions, Inc., a California corporation.
2. Article I, ____________ Of the Articles of Incorporation of this corporation is amended to read as follows:
I.
The name of the Corporation is Enlighten Softwear Solutions, Inc.
3. The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sectin 902, California Corporations Code. The total number of outstanding shares of the corporation is 14,979,812. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required wa more than 50%.
We further declare under penalty of perjury under the laws of the State of California that the matter set forth in this certificate are true and correct of our own knowledge.
Date: July 26, 2007
/s/ Michael Anthony
------------------------------------
Michael Anthony, President/Secretary
|
Exhibit 3.1.7
CERTIFICATE OF INCORPORATION
OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ARTICLE I
NAME
The name of the Corporation shall be ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ARTICLE II
PERIOD OF DURATION
ENLIGHTEN SOFTWARE SOLUTIONS, INC. (the "Corporation") shall have perpetual existence.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 800 Delaware Avenue, City of Wilmington, New Castle County 19801. The name of the Corporation's registered agent at that address is Delaware Corporations LLC. Either the registered office or the registered agent may be changed in the manner provided by law.
ARTICLE IV
PURPOSE
The purpose for which the Corporation is formed is to engage in and to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Delaware General Corporation Law, including without limitation any lawful business or businesses similar to that of a holding company.
ARTICLE V
POWERS
In furtherance of the foregoing purposes the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under the Delaware General Corporation Law, as amended. In addition, it may do everything necessary, suitable or proper toward the accomplishment of any corporate purpose.
ARTICLE VI
CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority to issue is 282,000,000; 250,000,000 shares shall be designated common stock, par value .001 per share and 2,000,000 shares shall be designated as preferred stock, par value .001 per share.
Preferred Stock:
The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences, limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with the Delaware General Corporation Law, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of incorporation determining the terms of such series, which amendment need not be approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares or preferred stock of the same series shall be identical.
No share shall be issued without consideration being exchanged, and it shall thereafter be non-assessable.
The following is a description of each class of stock of the Corporation with the preferences, conversion and other rights, restrictions, voting powers, limitations as to distributions, qualifications, and terms and conditions of redemption of each class:
FIRST: The Common Stock shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote.
SECOND: Notwithstanding any provision of this Certificate of Incorporation to the contrary, the affirmative vote of a majority of all the votes entitled to be cast on the matter shall be sufficient, valid and effective, after due authorization, approval or advice of such action by the Board of Directors, as required by law, to approve and authorize the following acts of the Corporation:
(i) any amendment of this Certificate of Incorporation;
(ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation;
(iii) the sale, lease, exchange or other transfer of all, or substantially all, of the property and assets of the Corporation, including its goodwill and franchises;
(iv) the participation by the Corporation in a share exchange (as defined in Delaware General Corporation Law); and
(v) the voluntary or involuntary liquidation, dissolution or winding-up of or the revocation of any such proceedings relating to the Corporation.\
ARTICLE VII
QUORUM PROTECTIVE PROVISIONS
Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the Delaware General Corporation Law, by this Certificate of Incorporation or by the Corporation's Bylaws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted if the meeting had been held as originally called.
ARTICLE II
PREEMPTIVE RIGHTS
A shareholder of the Corporation shall not be entitled to a preemptive or preferential right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the Corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares.
ARTICLE IX
CUMULATIVE VOTING RIGHTS
The shareholders shall not be entitled to cumulative voting rights.
ARTICLE X
BOARD OF DIRECTORS
The Board of Directors shall consist of not less than one (1) and not more than nine (9) directors. Within the foregoing limits, the number of directors from time to time comprising the entire board of directors shall be fixed by or in the manner provided by the By-Laws.
(1) the Board of Directors shall have the power to authorize the issuance from to time of the shares of stock of any class, whether now or hereafter authorized, or securities convertible into or exercisable for shares of its stock of any class or classes, including options, warrants or rights, whether now or hereafter authorized.
(2) The Board of Directors shall have the power, if authorized by the By-Laws, to designate by resolution or resolutions adopted by a majority of the Board of Directors, one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolutions or in the By-Laws of the Corporation and permitted by the Delaware General Corporation Law, shall have and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to9 be affixed to all instruments and documents which may require it.
(3) If the By-Laws so provide, the Board of Directors shall have the power to hold its meetings, to have an office or offices and, subject to the provisions of Delaware General Corporate Law, to keep the books of the Corporation, outside of said State at such place or places as may from time to time be designated by it.
(4) The Board of Directors shall have the power to borrow or raise money, from time to time and without limit, and upon any terms, for any corporate purposes; and, subject to the Delaware General Corporation Law, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidence of indebtedness for moneys so borrowed, to include therein necessary provisions such as redemption, conversion or otherwise, as the Board of Directors, in its sole discretion, may determine and to secure the payment of principal, interest or sinking fund in respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets and goodwill of the Corporation then owned or thereafter acquired.
(5) The Board of Directors shall have the power to adopt, amend and repeal the By-Laws of the Corporation.
The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other article of this Certificate of Incorporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the laws of the State of Delaware now or hereafter in force.
ARTICLE XI
INDEMNIFICATION
The Corporation may:
(A) 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 (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in the vest interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.
(B) 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, fiduciary or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the cases, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
(C) Indemnify a director, officer, employee, fiduciary or agent of a corporation to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in (A) or (B) of this Article XII or in defense of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
Any indemnification under (A) or (B) of this Article XI (unless ordered by a court) and as distinguished from (C) of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in (A) or (B) above. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.
Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article XI.
The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or disinterested directors, or otherwise, and any procedure provided for any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against 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 provisions of this Article XI.
ARTICLE XII
TRANSACTIONS WITH INTERESTED PARTIES
No contract or other transaction between the Corporation and one (1) or more of its directors or any other Corporation, firm, association, or entity in which one (1)or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose it:
(A) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee that authorized, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;
(B) The Fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or
(C) The contract or transaction is fair and reasonable to the Corporation.
Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction.
ARTICLE XIII
VOTING OF SHAREHOLDERS
Except as may be otherwise required by law, if a quorum is present, the affirmative vote of a majority of the outstanding shares represented at the meeting and entitled to vote thereon, or of any class or series, shall be the act of the shareholders on all matters except the election of directors. Directors shall be elected by plurality vote.
ARTICLE XIV
LIABILITY OF DIRECTORS
To the maximum extent permitted by law, no director of the Corporation shall be personally liable for money damages to the Corporation or any of its stockholders for money damages for breach of fiduciary duty as a director.
ARTICLE XV
INCORPORATOR
The name and address of the incorporator is as follows:
Michael Anthony
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401
IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on June 18, 2007.
/s/ Michael Anthony ---------------------- Michael Anthony |
EXHIBIT 3.1.9
AGREEMENT OF MERGER
This Agreement of Merger is adopted by Enlighten Softwear Solutions, Inc., a business corporation organized under the laws of the State of California, by resolution of its Board of Directors on July 30, 2007, and is adopted by Enlighten Software Solutions, Inc., business corporation organized under the laws of the State of Delaware, by resolution of its Board of Directors on July 30, 2007. The names of the corporations planning to merge are Enlighten Softwear Solutions, Inc., a business corporation organized under the laws of the State of California and Enlighten Software Solutions, Inc., a business corporation organized under the laws of the State of Delaware. The name of the surviving corporation is Enlighten Software Solutions, Inc., a Delaware corporation.
1. Enlighten Softwear Solutions, Inc., a California corporation, and
Enlighten Software Solutions, Inc., a Delaware corporation, shall pursuant to
the provisions of the California Corporations Act and pursuant to the provisions
of the Delaware General Corporation Law, be merged into a single corporation, to
wit, Enlighten Software Solutions, Inc., a Delaware corporation, which shall be
the surviving corporation at the effective time of the filing of this Agreement
of Merger or a Certificate of Merger with the State of Delaware. Enlighten
Software Solutions, Inc., a Delaware corporation may sometimes be referred to as
the "Surviving Corporation" and shall continue to exist in accordance with the
provisions of the laws of the jurisdiction of its organization. The separate
existence of Enlighten Softwear Solutions, Inc., a California corporation, which
is hereinafter referred to as the "Non-Surviving Corporation" shall cease at the
effective time and date of the merger in accordance with the provisions of the
Section 1108 of the California Corporations Code.
2. The present Articles of Incorporation of the Surviving Corporation shall be the Articles of Incorporation of said Surviving Corporation and said Articles of Incorporation shall continue in full force and effect until amended and changed in the manner prescribed by the provisions of the laws of the jurisdiction of organization of the Surviving Corporation.
3. The present Bylaws of the Surviving Corporation will be the bylaws of said Surviving Corporation and will continue in full force and effect until changed, altered or amended as therein provided and in the manner prescribed by the provisions of the laws of the jurisdiction of organization of the Surviving Corporation.
4. The directors and officers of the Surviving Corporation, which are the same as the directors and officers of the Non-Surviving Corporation, at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the Surviving Corporation, all of whom shall hold their respective offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the Surviving Corporation.
5. Each issued share of the Non-Surviving Corporation immediately before the effective time and date of the merger shall be converted into one share of the same class of stock of the Surviving Corporation. The issued shares of the Surviving Corporation shall not be converted or exchanged in any manner, but each said share which is issued at the effective time and date of the merger shall continue to represent one issued share of the Surviving Corporation.
6. The Agreement of Merger herein made and approved shall be submitted to the shareholders of the Surviving and Non-Surviving Corporation for approval as required by the laws of the State of California and the laws of the State of Delaware.
7. In the event that the Agreement of Merger shall have been approved by the shareholders entitled to vote of the Non-Surviving Corporation and by the shareholders entitled to vote of the Surviving Corporation in the manner prescribed by the laws of the State of California and the laws of the State of Delaware, the Non-Surviving Corporation and the Surviving
Corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of California and the laws of the State of Delaware and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.
8. The Board of Directors and the proper officers of the Non-Surviving Corporation and the Board of Directors and the proper officers of the Surviving Corporation respectively, are hereby authorized, empowered, and directed to do any and all acts and things and to make, execute, deliver, file and/or record any and all instruments, papers and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Agreement of Merger or of the merger herein provided for.
Executed July 30, 2007 Enlighten Softwear Solutions, Inc.
a California corporation
By: /s/ Michael Anthony,
-------------------------------
Michael Anthony, President
Enlighten Software Solutions, Inc.
a Delaware corporation
By: /s/ Michael Anthony,
-------------------------------
Michael Anthony, President
|
EXHIBIT 3.1.10
CERTIFICATE OF MERGER OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(a California corporation)
and
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(a Delaware corporation)
Pursuant to the provisions of Sections 252 of Delaware General Corporation Law, the foreign corporation and the domestic corporation herein named do hereby adopt the following Certificate of Merger.
1. Enlighten Software Solutions. Inc., a California corporation formed on June 5, 1986 is merging with Enlighten Software Solutions, Inc., a Delaware corporation, such that Enlighten Software Solutions, Inc., a Delaware corporation shall be the Surviving Corporation.
2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Board of Directors and majority shareholders of both the Merged Corporation and the Surviving Corporation.
3. The name of the surviving corporation is Enlighten Software Solutions, Inc., a Delaware corporation.
4. The Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation.
5. An executed copy of the Agreement of Merger is on file an the principal office of the surviving corporation at 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 and such executes Agreement of Merger or a copy thereof will be furnished by the surviving corporation, on request and without cost, to any stockholder of eIther the Surviving Corporation or the non-surviving corporation.
6. The merger of the Merged Corporation with and into the Surviving Corporation is permitted by the laws of the jurisdiction of organization of the Merged Corporation and has been authorized in compliance with said laws, by which the Merged Corporation is governed.
7. The total authorized capital stock of the non surviving corporation (Enlighten Software Solutions, Inc., California) is Twenty One Million Shares (21,000.000) comprised of Twenty Million (20,000,000) common shares, no par value and one million (1,000,000) preferred shares, no per value. The Agreement of Merger was approved by a vote of 71% of all shares of stock entitled to vote, which vote is sufficient for the approval of the Agreement of Merger.
8. The Agreement of Merger was approved by written consent of the sole stockholder of the Surviving Corporation and by the Board of Directors of the Surviving Corporation pursuant to the provisions of Section 252, which incorporate Section 251 of the Delaware General Corporation Law.
9. The merger herein provided for shall become effective in the State of Delaware upon filing.
Executed July 30, 2007 ENLIGHTEN SOFTWARE SOLUTIONS, INC.,
a Delaware corporation
By: /s/ Michael Anthony
--------------------------
Michael Anthony, President
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:08 PM 07/30/2007
|
FILED 02:04 PM 07/30/2007
SRV 070867264 - 4374801 FILE
EXHIBIT 3.1.11
State of California
Secretary of State
I, DEBRA BOWEN, Secretary of State of the State of California, hereby certify:
That the attached transcript of 10 page(s) has been compared with the record on file in this office, of which it purports to be a copy, and that it is full, true and correct.
[SEAL] IN WITNESS WHEREOF, I execute this
certificate and affix the Great Seal of the
State of California this day of
|
/s/ Debra Bowen DEBRA BOWEN Secretary of State |
D0876342
ENDORSED - FILED
SEP 20 2007
I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED ARE TRUE AND CORRECT COPIES OF ALL DOCUMENTS ON FILE OF "ENLIGHTEN SOFTWARE SOLUTIONS, INC." AS RECEIVED AND FILED IN THIS OFFICE.
THE FOLLOWING DOCUMENTS HAVE BEEN CERTIFIED:
CERTIFICATE OF INCORPORATION, FILED THE TWENTIETH DAY OF JUNE, A.D. 2007,
AT 2:25 O'CLOCK P.M.
CERTIFICATE OF MERGER, FILED THE THIRTIETH DAY OF JULY, A.D. 2007, AT
2:04 O'CLOCK P.M.
CERTIFICATE OF CORRECTION, FILED THE SEVENTH DAY OF AUGUST, A.D. 2007, AT
11:25 O'CLOCK A.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE AFORESAID CERTIFICATES ARE THE ONLY CERTIFICATES ON RECORD OF THE AFORESAID CORPORATION, "ENLIGHTEN SOFTWARE SOLUTIONS, INC.".
[SEAL]
/s/ Harriet Smith Windsor
-----------------------------------------
Harriet Smith Windsor, Secretary of State
AUTHENTICATION: 6012171
DATE: 09-19-07
|
CERTIFICATE OF MERGER OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(a California corporation)
and
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
(a Delaware corporation)
Pursuant to the provisions of Sections 252 of Delaware General Corporation Law, the foreign corporation and the domestic corporation herein named do hereby adopt the following Certificate of Merger.
1. Enlighten Software Solutions, Inc., a California corporation formed on June 5, 1986 is merging with Enlighten Software Solutions, Inc., a Delaware Corporation, such that Enlighten Software Solutions, Inc., a Delaware Corporation shall be the Surviving Corporation.
2. An Agreement of Merger has been approved, adopted, certified, executed and acknowledged by the Board of Directors and majority sharehelders of both the Merged Corporation and the Surviving Corporation.
3. The name of the surviving corporation is Enlighten Software Solutions, Inc., a Delaware corporation.
4. The Certificate of Incorporation of the Surviving Corporation shall be its Certificate of Incorporation.
5. An executed copy of the Agreement of Merger Is on file an the principal office of the surviving corporation at 330 Clematis Street, Suite 217, West Palm Beach, Florida 33401 and such executed Agreement of Merger or a copy thereof will be furnished by the surviving corporation, on request and without cost, to any stockholder of either the Surviving Corporation or the non-surviving corporation.
6. The merger of the Merged Corporation with and into the Surviving Corporation is permitted by the laws of the jurisdiction of organization of the Merged Corporation and has been authorized in compliance with said laws, by which the Merged Corporation is governed.
7. The total authorized capital stock of the non surviving corporation (Enlighten Software Solutions, Inc., California) is Twenty One Million Shares (21,000,000) comprised of Twenty Million (20,000,000) common shares, no par value and one million (1,000,000) preferred shares, no par value. The Agreement of Merger was approved by a vote of 71% of all shares of stock entitled to vote, which vote is sufficient for the approval of the Agreement of Merger.
8. The Agreement of Merger was approved by written consent of the sole stockholder of the Surviving Corporation and by the Board of Directors of the Surviving Corporation pursuant to the provisions of Section 252, which incorporate Section 251 of the Delaware General Corporation Law.
9. The merger herein provided for shall become effective in the State of Delaware upon filing.
Executed July 30, 2007 ENLIGHTEN SOFTWARE SOLUTIONS, INC.,
a Delaware corporation
By: /s/ Michael Anthony
-------------------------------
Michael Anthony, President
State of Delaware
Secretary of State
Division of Corporations
Delivered 02:08 PM 07/30/2007
|
FILED 02:04 PM 07/30/2007
SRV 070867264 - 4374801 FILE
CERTIFICATE OF INCORPORATION
OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ARTICLE I
NAME
The name of the Corporation shall be ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ARTICLE II
PERIOD OF DURATION
ENLIGHTEN SOFTWARE SOLUTIONS, INC. (the "Corporation, shall have perpetual existence.
ARTICLE III
REGISTERED OFFICE AND AGENT
The address of the registered office of the Corporation in the State of Delaware is 800 Delaware Avenue, City of Wilmington, New Castle County 19801. The name of the Corporation's registered agent at that address is Delaware Corporations LLC. Either the registered office or the registered agent may be changed in the manner provided by law.
ARTICLE IV
PURPOSE
The purpose for which the Corporation is formed is to engage in and to transact any lawful business or businesses for which corporations may be incorporated pursuant to the Delaware General Corporation Law, including without limitation any lawful business or businesses similar to that of a holding company.
ARTICLE V
POWERS
In furtherance of the foregoing purposes the Corporation shall have and may exercise all of the rights, powers and privileges now or hereafter conferred upon corporations organized under Delaware General Corporation Law, as amended. In addition, it may do everything necessary, suitable or proper toward the accomplishment of any corporate purpose.
ARTICLE VI
CAPITAL STOCK
The total number of shares of stock which the Corporation shall have authority to issue is 252,000,000; 250,000,000 shares shall be designated common stock, par value .001 per share and 2,000,000 shares shall be designated as preferred stock, par value .001 per share.
Preferred Stock:
The Board of Directors of the Corporation is vested with the authority to determine and state the designations and preferences, limitations, relative rights and voting rights, if any, of each series by the adoption and filing in accordance with the Delaware General Corporation Law, before the issuance of any shares of such series, of an amendment or amendments to this Certificate of incorporation determining the terms of such series, which amendment need not be approved by the stockholders or the holders of any class or series of shares except as provided by law. All shares of preferred stook of the same series shall be identical.
No share shall be issued without consideration being exchanged, and it shall thereafter be non- assessable.
The following is a description of each class of stock of the Corporation with the preferences, conversion and other rights, restrictions, voting powers, limitations as to distributions, qualifications, and terms and conditions Of redemption of each Class:
FIRST: The Common Stook shall have voting rights such that each share of Common Stock duly authorized, issued and outstanding shall entitle its holder to one vote.
SECOND: Notwithstanding any provision of this Certificate of Incorporation to the contrary, the affirmative vote of a majority of all the votes entitled to be cast on the matter shall be sufficient, valid and effective, after due authorization, approval or advice of such action by the Board of Directors, as required by law, to approve and authorize the following acts of the Corporation:
(i) any amendment of this Certificate of Incorporation;
(ii) the merger of the Corporation into another corporation or the merger of one or more other corporations into the Corporation;
(iii) the sale, lease, exchange or other transfer of all, or substantially all, of the property and assets of the Corporation, including its goodwill and franchises;
(iv) the participation by the Corporation in a share exchange (as defined in Delaware General Corporation Law); and
(v) the voluntary or involuntary liquidation, dissolution or winding-up of or the revocation of any such proceedings relating to the Corporation.
ARTICLE VII
QUORUM PROTECTIVE PROVISIONS
Quorum. The presence in person or by proxy of the holders of record of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the Delaware General Corporation Law, by this Certificate Of Incorporation or by the Corporation's By-Laws. If less than a quorum shall be in attendance at the time for which the meeting shall have been called, the meeting may be adjourned from time to time by a majority vote of the stockholders present or represented, without any notice other than by announcement at the meeting, until a quorum shall attend. At any adjourned meeting at which a quorum shall attend,
any business may be transacted which might have been transacted if the meeting had been held as originally called.
ARTICLE VIII
PREEMPTIVE RIGHTS
A shareholder of the Corporation shall not be entitled to a preemptive or preferential right to purchase, subscribe for, or otherwise acquire any unissued or treasury shares of stock of the Corporation, or any options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares, or any shares, bonds, notes, debentures, or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such unissued or treasury shares.
ARTICLE IX
CUMULATIVE VOTING RIGHTS
The shareholders shall not be entitled to cumulative voting rights.
ARTICLE X
BOARD OF DIRECTORS
The Board of Directors shall consist of not less than one (1) and net more than nine (9) directors. Within the foregoing limits, the number of directors from time to time comprising the entire board of directors shall be fixed by or in the manner provided in the By-Laws.
(1) The Board of Directors shall have the power to authorize the issuance from time to time of shares of stock of any class, whether now or hereafter authorized, or securities convertible Into or exercisable for shares of its stock of any class or classes, including options, warrants or rights, whether now or hereafter authorized.
(2) The Board of Directors shall have the power, if authorized by the By-Laws, to designate by resolution or resolutions adopted by a majority of the Board of Directors, one or more committees, each committee to consist of two or more of the directors of the Corporation, which, to the extent provided in said resolutions or in the By-Laws of the Corporation and permitted by the Delaware General Corporation Law, shall have and may exercise any or all of the powers of the Board of Directors in the management of the business and affairs of the Corporation, and shall have power to authorize the seal of the Corporation to be affixed to all instruments and documents which may require it.
(3) If the By-Laws so provide, the Board of Directors shall have the power to hold its meetings, to have an office or offices and, subject to the provisions of Delaware General Corporate Law, to keep the books of the Corporation, outside of said State at such place or places as may from time to time be designated by it.
(4) The Board of Directors shall have the power to borrow or raise money, from time to time and without limit, and upon any terms, for any corporate purposes; and, subject to the Delaware General Corporation Law, to authorize the creation, issuance, assumption or guaranty of bonds, notes or other evidences of indebtedness for moneys so borrowed, to include therein necessary provisions such as redemption, conversion or otherwise, as the Board of Directors, in its sole discretion, may determine and to secure the payment of principal, interest or sinking fund in
respect thereof by mortgage upon, or the pledge of, or the conveyance or assignment in trust of, the whole or any part of the properties, assets and goodwill of the Corporation then owned or thereafter acquired.
(5) The Board of Directors shall have the power to adopt, amend and repeal the By-Laws of the Corporation.
The enumeration and definition of a particular power of the Board of Directors included in the foregoing shall in no way be limited or restricted by reference to or inference from the terms of any other clause of this or any other article of this Certificate of Incorporation, or construed as or deemed by inference or otherwise in any manner to exclude or limit any powers conferred upon the Board of Directors under the laws of the State of Delaware now or hereafter in force.
ARTICLE XI
INDEMNIFICATION
The Corporation may:
(A) 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 (other than an action by or in the right of the Corporation), by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another Corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.
(B) 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, fiduciary or agent of another Corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in the best interests of the Corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person Is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
(C) Indemnify a director, officer, employee, fiduciary or agent of a corporation to the extent he has been successful on the merits in defense of any action, suit, or proceeding referred to in (A) or (8) of this Article XII or in defense. of any claim, issue, or matter therein, against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
Any indemnification under (A) or (B) of this Article Xl (unless ordered by a court) and as distinguished from (C) of this Article shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, fiduciary or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in (A) or (B) above. Such determination shall be made by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or, if such a quorum is not obtainable or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or by the shareholders.
Expenses (including attorney fees) incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, fiduciary or agent to repay such amount unless it is ultimately determined that he is entitled to be indemnified by the Corporation as authorized in this Article XI.
The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of the foregoing, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary or agent and shall inure to the benefit of heirs, executors, and administrators of such a person.
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against 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 provisions of this Article Xl.
ARTICLE XII
TRANSACTIONS WITH INTERESTED PARTIES
No contract or other transaction between the Corporation and one (1) or more of its directors or any other Corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if;
(A) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;
(B) The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or
(C) The contract or transaction is fair and reasonable to the Corporation.
Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction.
ARTICLE XIII
VOTING OF SHAREHOLDERS
Except as may be otherwise required by law, if a quorum is present, the affirmative vote of a majority of the outstanding shares represented at the meeting and entitied to vote thereon, or of any class or series, shall be the act of the shareholders on all matters except the election of directors. Directors shall be elected by plurality vote.
ARTICLE XIV
LIABILITY OF DIRECTORS
To the maximum extent permitted by law, no director of the Corporation shall be personally liable for money damages to the Corporation or any of its stockholders for money damages for breach of fiduciary duty as a director.
ARTICLE XV
INCORPORATOR
The name and address of the incorporator is as follows:
Michael Anthony
330 Clematis Street, Ste. 217
West Palm Beach, FL 33401
IN WITNESS WHEREOF, the incorporator has executed this Certificate of Incorporation on June 1 2007.
/s/ Michael Anthony ------------------------------ Michael Anthony |
EXHIBIT 3.1.12
State of Delaware
Secretary of State
Division of Corporations
Delivered 12:09 PM 01/14/2008
FILED 12:09 PM 01/14/2008
SRV 080039909 - 4374801 FILE
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
ENLIGHTEN SOFTWARE SOLUTIONS, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that the amendment set forth below to the Corporation's Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware:
First Article I is hereby amended in its entirety to read:
"ARTICLE I
NAME
The name of the Corporation shall be Diversified Opportunities, Inc."
Second: Article VI, first paragraph, is hereby amended to reflect a reverse stock split and increase in the authorized capital stock, as follows:
"ARTICLE VI
CAPITAL STOCK
Each Twenty Five (25) shares of Common Stock outstanding at 9:00 a.m. on February 11, 2008 shall be deemed to be one (1) share of Common Stock of the Corporation, per value $0.001 per share. There shall be no fractional shares. Odd lots shall be rounded up.
The total number of shares of stock which the Corporation shall have the authority to issue is 310,000,000, of which 300,000,000 shall be designated common stock, par value 5.001 per share, and of which 10,000,000 shall be designated preferred stock, par value $.001 per share."
Third: All the rest and remainder of the Certificate of Incorporation of the Corporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 14th day of January, 2008.
ENLIGHTEN SOFTWARE SOLUTIONS, INC.
By: /s/ Michael Anthony
------------------------------------
Michael Anthony, President and
Majority Shareholder
|
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Diversified Opportunities, Inc.
West Palm Beach, Florida
I hereby consent to the incorporation by reference in this Registration Statement on Form 10-SB my report dated March 10, 2008, relating to the financial statements for the fiscal years ended December 31, 2007 and 2006, included herein.
/S/ Michael F. Cronin ---------------------------------- Michael F. Cronin Certified Public Accountant March 12, 2008 |