UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10 - SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
EDGAR Filing.net, Inc.
(Name of Small Business Issuer in its charter)
Nevada |
88-0428896 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
|
|
3110 S. Valley View, Ste. 105, Las Vegas, NV |
89102 |
(Address of principal executive offices) |
(zip code) |
Issuer's telephone number: (702) 257-4680
Securities to be registered under section 12(b) of the Act:
Title of Each Class to be so registered
Name on each exchange on which each class is to be registered
_______________________________________
_________________________________________
_______________________________________
_________________________________________
Securities to be registered under section 12(g) of the Act:
Common Stock, $0.001 par value per share, 20,000,000 shares authorized, 7,686,125 issued and outstanding as of December 31, 1999.
Table of Contents
Part I |
3 |
Item 1. Description of Business |
3 |
Item 2. Management's Discussion and Analysis or Plan of Operation |
7 |
Item 3. Description of Property |
8 |
Item 4. Security Ownership of Management and Others and Certain Security Holders |
8 |
Item 5. Directors, Executives, Officers and Significant Employees |
9 |
Item 6. Executive Compensation |
12 |
Item 7. Certain Relationships and Related Transactions |
12 |
|
|
Part II |
13 |
Item 1. Legal Proceedings |
13 |
Item 2. Market for Common Equity and Related Stockholder Matters |
13 |
Item 3. Recent Sales of Unregistered Securities |
14 |
Item 4. Description of Securities |
14 |
Item 5. Indemnification of Directors and Officers |
15 |
|
|
Part F/S |
17 |
Item 1. Financial Statements |
17 |
Item 2. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
17 |
|
|
Part III |
18 |
Item 1.Index to Exhibits |
18 |
Item 2.Description of Exhibits |
21 |
Part I
Item 1. Description of Business
A. Business Development and Summary
EDGAR Filing.net, Inc. (";EDFN"; or the ";Company";), a Nevada corporation incorporated on May 28, 1999, is a developmental stage company with a principal business objective to provide electronic filing services for clients that need to electronically file prospectuses, registration statements, and other documents under federal securities laws with the Securities and Exchange Commission (SEC) via the SEC's electronic data gathering system entitled Electronic Data Gathering Analysis and Retrieval ("EDGAR"). This program requires participants or their agents to file disclosure information with the SEC in an electronic format rather than by the traditional paper filing package. This electronic format, usually in ASCII, includes additional submission information and coding "tags" within the document for aid in the SEC's analysis of the document and retrieval by the public. This electronic format is generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette. EDGAR allows registrants to file and the public to retrieve disclosure information electronically.
B. Business of Issuer
(1) Principal Products and Services and Principal Markets
EDGAR Filing.net, Inc. (";EDFN"; or the ";Company";), is a full-service EDGARizing firm authorized by the Securities and Exchange Commission (SEC) to file EDGAR reports on behalf of public companies. Management of the Company believes that public companies-through its services-will have the opportunity to receive all of the advantages of using an EDGAR expert, while keeping costs and fees to a minimum.
In addition, the Company believes that it will be able to establish market share as an SEC authorized EDGAR filer over the next approximately six (6) to twelve (12) months because of the following primary reasons: (i) the Company's trained and experienced staff, (ii) the Company's strategic alliance with Campbell Mello Associates, Inc. - its parent company - that will refer between approximately two (2) and six (6) new clients to the Company per month; (iii) the Company's "Official EDGAR Filing.net Partnership Program" which allows attorneys, law firms, accounting firms, investor relations firms, and others to partner, refer and receive remuneration for referring clients to the Company that need EDGARization services without having to maintain an EDGARization staff themselves, in house; (iv) because of recent federal regulatory changes - adopted in January of 1999 - that require OTC-BB companies to file an initial registration statement and periodic reports electronically with the SEC to either maintain their listing on this market or to receive approval for trading on the market in the first place; and (v) because of the Company's low overhead and cost structure relative to its competitors.
EDGAR, EDFN and Industry Background
The SEC has established a program for the electronic filing of documents under the federal securities laws, entitled Electronic Data Gathering Analysis and Retrieval ("EDGAR"). This program requires participants or their agents to file disclosure information with the SEC in an electronic format rather than by the traditional paper filing package. This electronic format, usually in ASCII, includes additional submission information and coding "tags" within the document for aid in the SEC's analysis of the document and retrieval by the public. This electronic format is generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette. EDGAR allows registrants to file and the public to retrieve disclosure information electronically.
The SEC began the development of EDGAR with a pilot program in 1984. Through a phase-in schedule, the SEC has assigned one of ten dates by which all public companies must start filing disclosure documents through EDGAR operational system, which began April 26, 1993. Through December 1993, there have been 3,380 companies required to file through EDGAR. All publicly-held companies were expected to be required to file disclosure documents through EDGAR by May, 1996, according to the phase-in schedule. In addition, approximately 7,000 OTC-BB companies are expected to file registration statements with the SEC via EDGAR, and to begin filing periodic filings with the SEC over the next approximately twelve (12) to eighteen (18) months which will likely greatly increase the number of companies that need to utilize EDGAR filing services.
The Company is in the process of reviewing and testing software that will enable it to more quickly prepare and file the electronic version of financial and corporate documents. In addition, the Company has spent time training its current staff to coordinate the preparation of these EDGAR filings. The Company also keeps current and future participants informed of EDGAR developments, and EDFN plans to increase these efforts over the next approximately twelve (12) to twenty-four (24) months. The Company also plans to institute a toll-free telephone information line for its customer's questions regarding EDGAR and also distribute EDGAR rules, forms and reference materials.
The Company has experienced an increased demand for its EDGAR filing services through its relationship with Campbell Mello Associates, Inc. ("CMA"), and believes that it will continue to experience increased demand for its services going forward as CMA continues to ramp up its operations and as more OTC-BB companies are forced to file regular statements and financials with the SEC.
(2) Distribution Methods of the Products or Services
Business Strategy Behind Distribution of Company Services
The economics underlying the Company's business strategy are simple. For each new client the Company is able to garner, the Company will usually be able to generate approximately $500 to $4,200 in initial revenues. From that point forward, as long as the client continues to utilize the Company's EDGARization services, each client should be worth a minimum of approximately $2,000 in annual revenues due to the filing of each client's quarterly and annual SEC regulatory filings. As such, the Company's industry segment is characterized by what is commonly referred to as ";recurring revenue."; The Company currently has a client base of approximately twenty (20) recurring revenue clients. Additionally, the Company expects to garner between two (2) and six (6) new additional clients per month via its relationship with CMA.
Growth Strategy of Company
The Company believes that the current marketplace of established EDGAR filers is highly fragmented, with literally dozens of EDGAR filers located throughout the country. As such, the Company believes that there is an opportunity for a publicly-traded EDGAR company to acquire several, smaller and more established EDGAR filers with already-established client bases. In short, the Company would like to be a consolidator of its industry. The Company can give no assurance, however, that it will be successful as a consolidator, however.
EDGAR Services Provided by EDFN
EDGARization of the Company's clients' filings can normally be accomplished rapidly-normally within 48 hours or less-and the Company gives a hard copy proof to each of its clients for final approval prior to any SEC ";live"; uploads. Standard conversion service includes everything appearing on the following list with prices starting at approximately $8.00 per page. The Company, of course, earns additional fees for more complex document translations and EDGAR format conversions. The services provided by EDFN in connection with electronic fling include:
In addition, the Company provides financial data tables or other difficult-to-format items input prior to each client getting to the EDGARization stage, and EDFN will also work evenings and weekends in order to get a client's timely EDGARization filed according to a usually ";tight"; time critical filing schedule.
(3) Status of any Announced New Product or Service
The Company has limited operating history. The Company was incorporated under the laws of the State of Nevada on May 28, 1999. Activities to date have been limited primarily to organization, initial capitalization, finding and securing an appropriate, experienced management team and board of directors, the development of a business plan, and commencing with initial operational plans.
As of December 31, 1999, the Company has developed a business plan, recruited and retained a CEO, and established what steps need to be taken to achieve the results set forth in this Registration Statement. As a start-up and development stage company, the Company has no new products or services to announce.
(4) Industry Background
The SEC has established a program for the electronic filing of documents under the federal securities laws, entitled Electronic Data Gathering Analysis and Retrieval ("EDGAR"). This program requires participants or their agents to file disclosure information with the SEC in an electronic format rather than by the traditional paper filing package. This electronic format, usually in ASCII, includes additional submission information and coding "tags" within the document for aid in the SEC's analysis of the document and retrieval by the public. This electronic format is generally delivered by direct telecommunications, but may be delivered on magnetic computer tape or by diskette. EDGAR allows registrants to file and the public to retrieve disclosure information electronically.
The SEC began the development of EDGAR with a pilot program in 1984. Through a phase-in schedule, the SEC has assigned one of ten dates by which all public companies must start filing disclosure documents through EDGAR operational system, which began April 26, 1993. Through December 1993, there have been 3,380 companies required to file through EDGAR. All publicly-held companies were expected to be required to file disclosure documents through EDGAR by May, 1996, according to the phase-in schedule. In addition, approximately 7,000 OTC-BB companies are expected to file registration statements with the SEC via EDGAR, and to begin filing periodic filings with the SEC over the next approximately twelve (12) to eighteen (IS) months which will likely greatly increase the number of companies that need to utilize EDGAR filing services.
(5) Raw Materials and Suppliers
The Company is a service business, and thus does not use raw materials or have any significant suppliers.
(6) Customers
The Company currently has approximately twenty (20) clients, and EDFN is generating approximately two (2) to six (6) new clients per month. As such, the Company's current revenues are not dependent on any one or even a few major customers.
(7) Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements, or Labor Contracts
The Company does not believe that its success is dependent on patents, trademarks, licenses, or proprietary technology or software of any kind.
Although the Company believes that its operations do not infringe on any copyright or any other proprietary rights of third parties, there can be no assurance that those parties will not assert that the Company's business procedures infringe their proprietary rights. The Company has no assurance that third parties will not obtain, or do not have, patents covering features of the Company's operations, in which event the Company or its customers might be required to obtain licenses to use such features. If a patent holder refuses to grant a license on reasonable terms or at all, the Company may be required to alter certain products or stop marketing them.
(8) Regulation
The Company does not need any government approval for its principal services.
None-not applicable.
(10) Research and Development Activities
The Company's business and industry does not rely on research and development activities. The Company has yet to incur any research and development costs from May 28, 1999 (date of inception) through December 31, 1999. In addition, the Company does not expect to incur any research and development expenses during the fiscal and calendar year ending December 31, 2000.
(11) Impact of Environmental Laws
The Company is not aware of any federal, state or local environmental laws which would effect its operations.
(12) Employees
The Company presently has two (2) full-time employees. The Company's employees are currently not represented by a collective bargaining agreement, and the Company believes that its relations with its employees are good.
Item 2. Management's Discussion and Analysis or Plan of Operation
A. Management's Plan of Operation
(1) In its initial approximately seven (7) month operating period ended December 31, 1999, the Company incurred an operating net loss of $11,479 for selling, general and administrative expenses related to start-up operations. It has yet to receive any positive net income from operations. In May of 1999, one (1) founding shareholder purchased 7,000,000 shares of the Company's authorized treasury stock for cash and an advance of organizational costs totaling $25,295. This original stock offering was made pursuant to Nevada Revised Statues Chapter 90.490. Additionally, in December of 1999, the Company completed an offering of six hundred and eighty six thousand one hundred and twenty five (686,125) shares of the Common Stock of the Company to approximately seventy nine (79) affiliated and unaffiliated shareholders. This offering was made in reliance upon an exemption from the registration provisions of Section 4(2) of the Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504 of the Act. As of the date of this filing, the Company has seven million six hundred and eighty six thousand one hundred and twenty five (7,686,125) shares of its $0.001 par value common voting stock issued and outstanding which are held by approximately eighty-eight (88) shareholders of record. Management fully anticipates that the proceeds from the sale of all of the Common Shares sold in the public offering delineated above will be sufficient to provide the Company's capital needs for the foreseeable future. The Company currently has no arrangements or commitments for accounts and accounts receivable financing. There can be no assurance that any such financing can be obtained or, if obtained, that it will be on reasonable terms.
This is a development stage company. As of December 31, 1999, the Company has yet to generate any positive net income from operations. The Company, however, expects to be generating positive cash flows from operations by the end of its fiscal year ending December 31, 2000.
(2) No engineering, management or similar report has been prepared or provided for external use by the Company in connection with the offer of its securities to the public.
(3) Management believes that the Company's future growth and success will not be largely dependent on its ability to develop or acquire products and technology, and as such, the Company does not believe that its future product or service offerings will require substantial research and development.
The Company has yet to incur any research and development costs from May 28, 1999 (date of inception) through December 31, 1999. In addition, the Company does not anticipate incurring any substantial research and development costs through the fiscal and calendar year ending December 31, 2000.
(4) The Company currently does not expect to purchase or sell any of its facilities or equipment.
(5) Management does not anticipate any significant changes in the number of employees over the next approximately six (6) months.
B. Segment Data
As of December 31, 1999, the Company has generated revenue from only one primary source-that being the EDGARization services that it provides to its clients as fully described herein. Accordingly, no table showing percentage breakdown of revenue by business segment or product line is included.
Item 3. Description of Property
A. Description of Property
The Company's corporate headquarters are located at 3110 South Valley View Blvd., Suite 105, Las Vegas, Nevada 89102. The office space is provided by the Company's majority shareholder, Campbell Mello Associates (CMA), at no cost to the Company. The Company does not have any additional facilities. Additionally, there are currently no proposed programs for the renovation, improvement or development of the properties currently being utilized by the Company.
Management of the Company does not currently have policies regarding the acquisition or sale of assets primarily for possible capital gain or primarily for income. The Company does not presently hold any long term investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.
Item 4. Security Ownership of Management and Certain Security Holders
A. Security Ownership of Management and Certain Beneficial Owners
The following table sets forth information as of the date of this Registration Statement certain information with respect to the beneficial ownership of the Common Stock of the Company concerning stock ownership by (i) each director, (ii) each executive officer, (iii) the directors and officers of the Company as a group, (iv) and each person known by the Company to own beneficially more than five percent (5%) of the Common Stock. Unless otherwise indicated, the owners have sole voting and investment power with respect to their respective shares.
Title Of Class |
Name and Address of Beneficial Owner of Shares |
Position |
Amount of shares held by Owner |
Percent of Class |
Common |
Anthony M. Mello III |
N/A |
5,093,996 |
72.77% |
Common |
Michael Kelly/Lindsay Wurzer |
N/A |
449,970 |
6.43% |
Common |
Don Miner |
N/A |
1,050,000 |
12.73% |
Common |
Glen E. Greenfelder, Jr |
Director |
210,000 |
2.55% |
Common |
All Executive Officers and Directors as a Group (1 Person) |
|
210,000 |
2.55% |
No person or entity, other than Anthony M. Mello III and Don Miner owns or shares the power to vote ten percent (10%) or more of the Company's securities. Michael Kelley and Lindsay Wurzer or husband and wife.
C. Non-voting Securities and Principal Holders Thereof
The Company has not issued any non-voting securities.
D. Options, Warrants and Rights
There are no options, warrants or rights to purchase securities of the Company.
E. Parents of the Issuer
Under the definition of parent, as including any person or business entity who controls substantially all (more than 80%) of the issuer's common stock, the Company has no parent.
Item 5. Directors, Executive Officers and Significant Employees
A. Directors, Executive Officers and Significant Employees
The names, ages and positions of the Company's directors and executive officers are as follows:
Name |
Age |
Position |
Thomas M. Chavez |
23 |
President; CEO; Treasurer; Director |
Mathew J. Blevins |
24 |
Secretary and Director |
Glen E. Greenfelder, Jr. |
30 |
Director |
B. Work Experience
Thomas M. Chavez, President, Chief Executive Officer, Treasurer and Director - Mr. Chavez is the President of EDGAR Filing.net, Inc., and has held the position since the inception of the Company. Mr. Chavez has a background in information systems and technical sales and support. With his previous employer, Mr. Chavez was charged with maintaining and upgrading the IS (Information Systems) systems of the company, which involved automating all applicable applications, in addition to his technical sales duties. While attending Las Positas College in Livermore, California, Mr. Chavez gained college-level training in several Windows and Mac based business tool software programs, such as Excel, Word, Publisher, Adobe Publisher, Access, etc., as well as a multitude of DOS based applications. Mr. Chavez has consistently been promoted into IS related fields, mostly due to years of related experience at all levels (professional, educational, and personal). Years of IS combined with years of sales/support experience made Mr. Chavez's transition into the company a natural one. Currently, Mr. Chavez also serves as Director of Information Systems for NevWest Securities Corporation, a licensed broker-dealer and NASD member firm, where he manages all NASDAQ and administrative computer systems.
Mathew J. Blevins, Secretary and Director - Mr. Blevins is a part time employee of the Company, and currently maintains an additional full time position with Campbell Mello Associates, LLC as its Senior Sales Representative. In such capacity, Mr. Blevins coordinates all corporate sales throughout the United States. Additionally, he oversees CMA's Resident Agent Division, a division of CMA that receives all service of process documents and sends out any annual filing notices from the Nevada Secretary of State. Mr. Blevins attended Western Kentucky University from 1994 to 1995, and transferred to the University of Southern Indiana in 1996 to pursue a degree in business where he was a Member of Phi Delta Theta Fraternity and was voted Best Pledge and Best New Member in 1997.
Glen E. Greenfelder, Jr., Director - Mr. Greenfelder is the President and CEO for Campbell Mello Associates, LLC, a direct public offering and Nevada incorporation firm he has worked for the past three years. In his present role, he directly manages and supervises approximately ten (10) full-time and part-time employees. In addition to directing departmental operations, Mr. Greenfelder specializes in the domestic and international aspects of private investment partnerships commonly referred to as "hedge funds". Mr. Greenfelder's activities require comprehensive knowledge of the Securities Act of 1933, the Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisors Act of 1940, the Internal Revenue Code, ERISA, state "blue sky" laws, Commodity Futures Trading and the relationships among and between these and other securities laws as they relate to private investment partnerships. He graduated from UNLV in 1998 with a Bachelor of Science in Hotel Administration. He is a member of Golden Key National Honor Society, and was the Vice President of Eta Sigma Delta International Honors Society. After graduating with distinction from Marion Military Academy in 1988, Mr. Greenfelder worked for national Resorts and Hotels such as Marriott and Doral. Mr. Greenfelder's managerial positions routinely required coordinating and reviewing sales teams, organizing sales programs, supervising operations, and managing departments.
C. Family Relationships
None-Not applicable.
D. Involvement on Certain Material Legal Proceedings During the Last Five Years
(1) No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive of traffic violations.
(2) No director, officer, or significant employee has been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.
(3) No director, officer or significant employee has been convicted of violating a federal or state securities or commodities law.
Item 6. Executive Compensation
Remuneration of Directors and Executive Officers
The Company does not currently have employment agreements with its executive officers but expects to sign employment agreements with each in the next approximately twelve (12) months. All executive officers of the Company prior to December 31, 1999-with the exception of the Company's President and CEO, Thomas M. Chavez - did not draw a formal salary from the Company. Over the next twelve (12) months, however, each executive officer is expected to draw the following annual compensation. The Company does not currently have a stock option plan.
(1) |
Name of Individual or Identity of Group |
Capacities in was Which Remuneration Recorded |
Annual Compensation |
|
Thomas M. Chavez |
President and CEO |
$28,000 |
(2) Compensation of Directors
There were no arrangements pursuant to which any director of the Company was compensated for the period from May 28, 1999 to December 31, 1999 for any service provided as a director. In addition, no such arrangement is contemplated for the foreseeable future.
Item 7. Certain Relationships and Related Transactions
Because of the development stage nature of the Company and its relatively recent inception, May 28, 1999, the Company has no additional relationships or transactions to disclose.
Part II
Item 1. Legal Proceedings
The Company is not currently involved in any legal proceedings nor does it have knowledge of any threatened litigation.
Item 2. Market for Common Equity and Related Stockholder Matters
A. Market Information
(1) The common stock of the Company is not currently traded on the OTC Bulletin Board or any other formal or national securities exchange. Being a start-up company, there is no fiscal history to disclose.
(2) (i) There is currently no Common Stock which is subject to outstanding options or warrants to purchase, or securities convertible into, the Company's common stock.
(ii) There is currently no common stock of the Company which could be sold under Rule 144 under the Securities Act of 1933, as amended or that the registrant has agreed to register for sale by security holders.
(iii) There is currently no common equity that is being or is proposed to be publicly offered by the registrant, the offering of which could have a material effect on the market price of the issuer's common equity.
B. Holders
As of December 31, 1999, the Company had approximately 80 stockholders of record.
C. Dividend Policy
The Company has not paid any dividends to date. In addition, it does not anticipate paying dividends in the immediate foreseeable future. The board of directors of the Company will review its dividend policy from time to time to determine the desirability and feasibility of paying dividends after giving consideration to the Company's earnings, financial condition, capital requirements and such other factors as the board may deem relevant.
D. Reports to Shareholders
The Company intends to furnish its shareholders with annual reports containing audited financial statements and such other periodic reports as the Company may determine to be appropriate or as may be required by law. Upon the effectiveness of this Registration Statement, the Company will be required to comply with periodic reporting, proxy solicitation and certain other requirements by the Securities Exchange Act of 1934.
E. Transfer Agent and Registrar
The Transfer Agent for the shares of common voting stock of the Company is Shelley Godfrey, Pacific Stock Transfer Company, 5844 S. Pecos, Suite D, Las Vegas, Nevada 89120, (702)-361-3033.
Item 3. Recent Sale of Unregistered Securities
In May of 1999, one (1) founding shareholder purchased 7,000,000 shares of the Company's authorized treasury stock for cash and an advance of organizational costs totaling $25,295. This original stock offering was made pursuant to Nevada Revised Statues Chapter 90.490. Additionally, in December of 1999, the Company completed an offering of six hundred and eighty six thousand one hundred and twenty five (686,125) shares of the Common Stock of the Company to approximately seventy nine (79) affiliated and unaffiliated shareholders. This offering was made in reliance upon an exemption from the registration provisions of Section 4(2) of the Securities Act of 1933, as amended, pursuant to Regulation D, Rule 504 of the Act. The Company filed an original Form D with the Securities and Exchange Commission on or about blank. As of the date of this filing, the Company has seven million six hundred and eighty six thousand one hundred and twenty five (7,686,125) shares of its $0.001 par value common voting stock issued and outstanding which are held by approximately eighty-eight (88) shareholders of record.
Item 4. Description of Securities
A. Common Stock
(1) Description of Rights and Liabilities of Common Stockholders
i. Dividend Rights - the holders of outstanding shares of common stock are entitled to receive dividends out of assets legally available therefore at such times and in such amounts as the board of directors of the Company may from time to time determine.
ii. Voting Rights - each holder of the Company's common stock are entitled to one vote for each share held of record on all matters submitted to the vote of stockholders, including the election of directors. All voting is noncumulative, which means that the holder of fifty percent (50%) of the shares voting for the election of the directors can elect all the directors. The board of directors may issue shares for consideration of previously authorized but unissued common stock without future stockholder action.
iii. Liquidation Rights - upon liquidation, the holders of the common stock are entitled to receive pro rata all of the assets of the Company available for distribution to such holders.
iv. Preemptive Rights - holders of common stock are not entitled to preemptive rights.
v. Conversion Rights - no shares of common stock are currently subject to outstanding options, warrants, or other convertible securities.
vi. Redemption rights - no redemption rights exist for shares of common stock.
vii. Sinking Fund Provisions - no sinking fund provisions exist.
viii. Further Liability For Calls - no shares of common stock are subject to further call or assessment by the issuer. The Company has not issued stock options as of the date of this Registration Statement.
(2) Potential Liabilities of Common Stockholders to State and Local Authorities
No material potential liabilities are anticipated to be imposed on stockholders under state statues. Certain Nevada regulations, however, require regulation of beneficial owners of more than 5% of the voting securities. Stockholders that fall into this category, therefore, may be subject to fines in circumstances where non-compliance with these regulations are established.
B. Debt Securities
The Company is not registering any debt securities, nor are any outstanding.
C. Other Securities To Be Registered
The Company is not registering any security other than its common stock.
Item 5. Indemnification of Directors and Officers
The Bylaws of the Company provide for indemnification of its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.
The Bylaws of the Company further states that the Company shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable Nevada law. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article. However, the Company has yet to purchase any such insurance and has no plans to do so.
The Articles of Incorporation of the Company states that a director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
The Articles of Incorporation of the Company further states that every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Part F/S
Item 1. Financial Statements
The following documents are filed as part of this report:
a)EDGAR Filing.net, Inc. |
Page |
Report of Brad Beckstead, CPA |
F-1 |
Balance Sheet as of December 31, 1999 |
F-2 |
Statement of Operations for the period from May 28, 1999 through December 31, 1999 |
F-4 |
Statement of Stockholder's Equity for the period from May 28, 1999 through December 31, 1999 |
F-5 |
Statement of Cash Flows for the period from May 28, 1999 through December 31, 1999 |
F-6 |
Notes to Financial Statements |
F-7 |
b) |
Interim Financial Statements are not provided at this time as they are not applicable at this time |
c) |
Financial Statements of Businesses Acquired or to be Acquired are not provided at this time as they are not applicable at this time |
d) |
Pro-forma Financial Information is not provided at this time as it is not applicable at this time |
Item 2. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
None -- Not Applicable.
TABLE OF CONTENTS
PAGE |
|
Independent Auditor's Report |
1 |
Balance Sheet |
2 |
Income Statement |
3 |
Statement of Stockholders' Equity |
4 |
Statement of Cash Flows |
5 |
Footnotes |
6 |
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
888.483.3827
INDEPENDENT AUDITOR'S REPORT
February 4, 2000
Board of Directors
Edgar Filing.net, Inc.
3110 S. Valley View, Ste. 105
Las Vegas, NV 89102
I have audited the Balance Sheet of Edgar Filing.net, Inc.(the ";Company";) (A Development Stage Company), as of December 31, 1999, and the related Statements of Operations, Stockholders' Equity, and Cash Flows for the period May 28, 1999 (Date of Inception) to December 31, 1999. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement presentation. 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 audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Edgar Filing.net, Inc., (A Development Stage Company), as of May 28, 1999 (Date of Inception) to December 31, 1999, in conformity with generally accepted accounting principles.
/s/ G. Brad Beckstead, CPA
-1-
Edgar Filing.net, Inc.
(A Development Stage Company)
Balance Sheet
December 31, 1999
Assets |
|
Cash |
$28,981 |
Short-term investments |
139,087 |
Accounts receivable |
325 |
Other current assets |
1,500 |
Organizational costs, net |
260 |
Total Assets |
$170,153 |
Liabilities and Stockholders' Equity |
|
Income tax payable |
1,145 |
Total Liabilities |
1,145 |
Common Stock, $0.001 par value, 20,000,000 shares authorized; 7,686,125 shares issued and outstanding at 12/31/99 |
7,686 |
Preferred Stock, $0.001 par value, 5,000,000 shares authorized; no shares issued and outstanding at 12/31/99 |
-0- |
Additional paid-in capital |
154,834 |
Retained earnings |
6,488 |
Total Stockholders' Equity |
169,008 |
Total Liabilities and Stockholders' Equity |
$170,153 |
See Accompanying Notes to Financial Statements
-2-
Edgar Filing.net, Inc.
(A Development Stage Company)
Income Statement
For the period
May 28, 1999 (Date of Inception)
to December 31, 1999
Revenue |
$13,544 |
Expenses : |
|
General and administrative expenses |
24,988 |
Depreciation and amortization |
35 |
Total expenses |
25,023 |
Net operating loss |
(11,479) |
Other income or (expense) |
|
Interest income |
189 |
Gain on sale of assets |
18,923 |
Net income before income taxes |
7,633 |
Provision for income tax |
(1,145) |
Net income |
$6,488 |
Weighted average number of common shares outstanding |
7,686,125 |
Net income per share |
$-0- |
See Accompanying Notes to Financial Statements
-3-
Edgar Filing.net, Inc.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
For the period
May 28, 1999 (Date of Inception) to December 31, 1999
Common Shares |
Stock Amount |
Additional Paid-in Capital |
Deficit Accumulated During Development Stage |
Total Stockholders' Equity |
|
June 15, 1999 Issued for a note payable which was paid in cash on July 8, 1999 |
7,000,000 |
7,000.00 |
18,295.00 |
25,295.00 |
|
November 30, 1999 Issued for cash pursuant to rule 504 offering |
686,125 |
686.00 |
136,539.00 |
137,225.00 |
|
Net Income, May 28, 1999 (inception) to December 31, 1999 |
6,488.00 |
6,488.00 |
|||
Balance as of December 31, 1999 |
7,686,125 |
7,686.00 |
154,834.00 |
6,488.00 |
169,008.00 |
See Accompanying Notes to Financial Statements
-4-
Edgar Filing.net, Inc.
(A Development Stage Company)
Statement of Cash Flows
For the period
May 28, 1999 (Date of Inception) to December 31, 1999
CASH FLOWS FROM OPERATING ACTIVITIES |
|
Net income |
6,488 |
Amortization |
35 |
Gain on sale of assets |
(18,923) |
Increase in accounts receivable |
(325) |
Increase in other current assets |
(1,500) |
Increase in organizational costs, net |
(295) |
Increase in income tax payable |
1,145 |
Net cash used by operating activities |
(13,375) |
CASH FLOWS FROM INVESTING ACTIVITIES |
|
Purchase of marketable securities |
(375,588) |
Proceeds from sale of marketable securities |
255,424 |
Net cash used by investing activities |
(120,164) |
CASH FLOWS FROM FINANCING ACTIVITIES |
|
Issuance of capital stock |
7,686 |
Additional paid-in capital |
154,834 |
Net cash provided by financing activities |
162,520 |
Beginning cash, May 28, 1999 (Date of Inception) |
-0- |
Ending cash, December 31, 1999 |
28,981 |
NON-CASH TRANSACTIONS |
|
Interest expense |
-0- |
Income taxes |
1,145 |
See Accompanying Notes to Financial Statements
-2-
Edgar Filing.net, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999
Note 1 - History and organization of the company
The Company was organized May 28, 1999 (Date of Inception) under the laws of the State of Nevada, as Edgar Filing.net, Inc. The Company has had limited operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 20,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock.
On June 15, 1999, the Company issued 7,000,000 shares of its $0.001 par value common stock to its founding shareholders for cash in the amount of $25,295.00. $7,000.00 is considered common stock, and $18,295.00 is considered additional paid-in capital.
On November 30, 1999, the Company issued 686,125 shares of its $0.001 par value common stock to investors pursuant to rule 504 offering for a total amount of $137,225.00. $686.00 represents common stock and $136,539.00 represents additional paid-in capital.
There have been no other issuances of common or preferred stock.
Note 2 - Accounting policies and procedures
Accounting policies and procedures have not been determined except as follows:
The Company uses the accrual method of accounting.
The Company classifies all of its short-term investments as available-for-sale securities. Such short-term investments consist of money market funds, which are stated at fair market value. There are no unrealized gains or losses. Realized gains and losses on short-term investments are included in earnings and are derived using the specific identification method for determining the cost of securities. It is the Company's intent to maintain a liquid portfolio to take advantage of acquisition/investment opportunities; therefore, all securities are considered to be available-for-sale.
The cost of organization, $295.00, is being amortized over a period of 60 months (June 1, 1999 through May 31, 2004).
Earnings per share is computed using the weighted average number of shares of common stock outstanding.
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid since inception.
The cost of equipment is depreciated over the estimated useful life of the equipment utilizing the straight line method of depreciation.
The Company will review its need for a provision for federal income tax after each operating quarter and each period for which a statement of operations is issued. $1,145 income tax has been accrued and expensed for the year end December 31, 1999 based on the net income and current corporate tax rates.
The Company has adopted December 31 as its fiscal year end.
Edgar Filing.net, Inc.
(A Development Stage Company)
Footnotes
December 31, 1999
Note 3 - Short-term investments
The following is a summary of available-for-sale securities at December 31, 1999:
Money market mutual funds$139,087
Included in short-term investments$139,087
The fair value of all available-for-sale securities approximates amortized cost. Gross realized gains of $18,923 are included in other income for the year ending December 31, 1999.
The fair value of the Company's investment in debt securities, by contractual maturity , is as follows:
Due in less than 1 year$139,087
Note 4 - Related party transactions
The Company does not lease or rent any property. Office services are provided without charge by a shareholder. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
Note 5 - Warrants and options
There are no warrants or options outstanding to acquire any additional shares of common stock.
Note 6 - Year 2000 issue
The Year 2000 issue arises because many computerized systems use two digits rather than four to identify a year. Date-sensitive systems may recognize the year 2000 as 1900 or some other date, resulting in errors when information using year 2000 dates is processed. In addition, similar problems may arise in systems which use certain dates in 1999 to represent something other than a date. The effects of the Year 2000 issue may be experienced before, on, or after January 1, 2000, and if not addressed, the impact on operations and financial reporting may range from minor errors to significant system failure which could affect an entity's ability to conduct normal business operations. It is not possible to be certain that all aspects of the Year 2000 issue affecting the entity, including those related to the efforts of customers, suppliers, or other third parties will be fully resolved.
Part III
Item 1. Index to Exhibits (Pursuant to Item 601 of Regulation SB)
Exhibit Number |
Name and/or Identification of Exhibit |
3. |
Articles of Incorporation & By-Laws |
Articles of Incorporation of the Company filed May 28, 1999 |
|
By-Laws of the Company adopted May 31, 1999 |
|
23. |
Consent of Experts and Counsel |
Consents of independent public accountants |
|
27. |
Financial Data Schedule |
Financial Data Schedule of EDGAR Filing.net, Inc. ending December 31, 1999 |
Item 2. Description of Exhibits
Exhibit Number |
Name and/or Identification of Exhibit |
3. |
Articles of Incorporation & By-Laws |
Articles of Incorporation of the Company filed May 28, 1999 |
|
By-Laws of the Company adopted May 31, 1999 |
|
23. |
Consent of Experts and Counsel |
Consents of independent public accountants |
|
27. |
Financial Data Schedule |
Financial Data Schedule of EDGAR Filing.net, Inc. ending December 31, 1999 |
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
EDGAR Filing.net, Inc.
(Registrant)
Date: January 10, 2000
By: /s/ Thomas M. Chavez
Thomas M. Chavez, President, Chief Executive Officer, Treasurer and Director
By: /s/ Mathew J. Blevins
Mathew J. Blevins, Secretary and Director
By: /s/ Glen E. Greenfelder, Jr
Glen E. Greenfelder, Jr., Director
ARTICLES OF INCORPORATION
OF
EDGAR Filing.net, Inc.
1. Name of Company:
EDGAR Filing.net, Inc.
2. Resident Agent:
The resident agent of the Company is:
Campbell Mello Associates, Inc.
3110 S. Valley View, Suite 105
Las Vegas, Nevada 89102
3. Board of Directors:
The Company shall initially have one director (1) who is Anthony M. Mello, III, 3110 South Valley View, Suite 105, Las Vegas, Nevada 89102. This individual shall serve as director until their successor or successors have been elected and qualified.The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.
4. Authorized Shares:
The aggregate number of shares which the corporation shall have authority to issue shall consist of 20,000,000 shares of Common Stock having a $.001 par value, and 5,000,000 shares of Preferred Stock having a $.001 par value. The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders. The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors. The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.
5. Preemptive Rights and Assessment of Shares:
Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.
The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.
6. Directors' and Officers' Liability
A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends. Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.
7. Indemnity
Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation. Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.
Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer
8. Amendments
Subject at all times to the express provisions of
Section 5 on the Assessment of Shares, this corporation
reserves the right to amend, alter, change, or repeal any
provision contained in these Articles of Incorporation or
its By-Laws, in the manner now or hereafter prescribed by
statute or the Articles of Incorporation or said By-Laws,
and all rights conferred upon shareholders are granted
subject to this reservation.
9. Power of Directors
In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:
(a) Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By- Laws of the corporation;
(b) To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;
(c) To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;
(d) To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;
(e) By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it. Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.
All the corporate powers of the corporation shall be exercised by the Board of Directors except as otherwise herein or in the By-Laws or by law.
IN WITNESS WHEREOF, I hereunder set my hand on Friday, May 28,1999, hereby declaring and certifying that the facts stated hereinabove are true.
Signature of Incorporator
Name: Thomas C. Cook, Esq. Address: 3110 S. Valley View, Suite 105 Las Vegas, Nevada 89102 Signature: /s/Thomas C. Cook, Esq. |
State of Nevada )
County of Clark )
This instrument was acknowledged before me on May 28,1999 by Thomas C. Cook.
/s/Matthew J. Blevins Notary Public Signature Certificate of Acceptance of Appointment as Resident Agent: I, ANTHONY M. MELLO III, as a principal of Campbell Mello Associates, Inc."(CMA), hereby accept appointment of CMA as the resident agent for the above referenced company. Signature: /s/Anthony M. Mello III |
BYLAWS
OF
EDGAR Filing.net, Inc.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Nevada shall be located in Las Vegas, County of Clark. The Corporation may have such other offices, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the Corporation may require from time to time.
ARTICLE II
SHAREHOLDERS
SECTION 1. Annual Meeting. The annual meeting of the
shareholders shall be held on the first day in the month of
October in each year, beginning with the year 1999, at the
hour of one o'clock p.m., for the purpose of electing
Directors and for the transaction of such other business as
may come before the meeting. If the day fixed for the
annual meeting shall be a legal holiday, such meeting shall
be held on the next business day. If the election of
Directors shall not be held on the day designated herein for
any annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the
election to be held at a special meeting of the shareholders
as soon thereafter as soon as conveniently may be.
SECTION 2. Special Meetings. Special meetings of the
shareholders, for any purpose or purposes, unless otherwise
prescribed by statute, may be called by the President or by
the Board of Directors, and shall be called by the President
at the request of the holders of not less than fifty percent
(50%) of all the outstanding shares of the Corporation
entitled to vote at the meeting.
SECTION 3. Place of Meeting. The Board of Directors
may designate any place, either within or without the State
of Nevada, unless otherwise prescribed by statute, as the
place of meeting for any annual meeting or for any special
meeting. A waiver of
notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without
the State of Nevada, unless otherwise prescribed by statute,
as the place for the holding of such meeting. If no
designation is made, the place of the meeting will be the
principal office of the Corporation.
SECTION 4. Notice of Meeting. Written notice stating
the place, day and hour of the meeting and, in case of a
special meeting, the purpose or purposes for which the
meeting is called, shall unless otherwise prescribed by
statute, be delivered not less than ten (10) days nor more
than sixty (60) days before the date of the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the
shareholder at his/her address as it appears on the stock
transfer books of the Corporation, with postage thereon
prepaid.
SECTION 5. Closing of Transfer Books or Fixing of
Record. For the purpose of determining shareholders
entitled to notice of or to vote at any meeting of
shareholders or any adjournment thereof, or shareholders
entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other proper
purpose, the Board of Directors of the Corporation may
provide that the stock transfer books shall be closed for a
stated period, but not to exceed in any case fifty (50)
days. If the stock transfer books shall be closed for the
purpose of determining shareholders entitled to notice of or
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 of Directors 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 fifty (50) 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 determination of shareholders entitled to notice
of or to vote at a meeting of shareholders, or shareholders
entitled to receive payment of a dividend, the date on which
notice of the meeting is
mailed or the date on which the resolution of the Board of
Directors declaring such dividend is adopted, as the case
may be, shall be the record date for such determination of
shareholders. 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.
SECTION 6. Voting Lists. The officer or agent having
charge of the stock transfer books for shares of the
Corporation shall make a complete list of the shareholders
entitled to vote at each meeting of shareholders or at any
adjournment thereof, arranged in alphabetical order, with
the address of and the number of shares held by each. Such
list shall be produced and kept open at the time and place
of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the
purposes thereof.
SECTION 7. Quorum. A majority of the outstanding
shares of the Corporation entitled to vote, represented in
person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding
shares are represented at a meeting, a majority of the
shares so represented may adjourn the meeting from time to
time without further notice. 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 noticed. The shareholders present at
a duly organized meeting may continue to transact business
until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum.
SECTION 8. Proxies. At all meetings of
shareholders, a shareholder may vote in person or by proxy
executed in writing by the shareholder by his/her duly
authorized attorney-in-fact. Such proxy shall be filed with
the secretary of the Corporation before or at the time of
the meeting.
SECTION 9. Voting of Shares. Each outstanding share
entitled to vote shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.
SECTION 10. Voting of Shares by Certain Holders.
Shares standing in the name of another corporation may be
voted by such officer, agent or proxy as the Bylaws of such
corporation may prescribe or, in the absence of such
provision, as the Board of Directors of such corporation may
determine. Shares held by an administrator, executor,
guardian or conservator may be voted by him, either in
person or by proxy, without a transfer of such shares into
his name. Shares standing in the name of a trustee may be
voted by him, either in person or by proxy, but no trustee
shall be entitled to vote shares held by him without a
transfer of such shares into his name.
Shares standing in the name of a receiver may be voted
by such receiver, and the shares held by or under the
control of a receiver may be voted by such receiver without
the transfer thereof into his name, if authority to do so be
contained in an appropriate order of the court by which such
receiver was appointed.
A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation
shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of
outstanding shares at any given time.
SECTION 11. Informal Action by Shareholders. Unless
otherwise provided by law, any action required to be taken
at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing, setting forth the
action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.
ARTCLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.
SECTION 2. Number, Tenure and Qualifications. The
number of directors of the Corporation shall be fixed by the
Board of Directors, but in no event shall be less than one
(1). Each director shall hold office until the next annual
meeting of shareholders and until his/her successor shall
have been elected and qualified.
SECTION 3. Regular Meetings. A regular meeting of the
Board of Directors shall be held without other notice than
this Bylaw immediately after, and at the same place as, the
annual meeting of shareholders. The Board of Directors may
provide, by resolution, the time and place for the holding
of additional regular meetings without notice other than
such resolution.
SECTION 4. Special Meetings. Special meetings of the
Board of Directors may be called by or at the request of the
President or any two directors. The person or persons
authorized to call special meetings of the Board of
Directors may fix the place for holding any special meeting
of the Board of Directors called by them.
SECTION 5. Notice. Notice of any special meeting
shall be given at least one (1) day previous thereto by
written notice delivered personally or mailed to each
director at his business address, or by telegram. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with
postage thereon prepaid. If notice be given by telegram,
such notice shall be deemed to be delivered when the notice
be given to the telegraph company. Any directors may waive
notice of any meeting. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting,
except where a director attends a meeting for the express
purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
SECTION 6. Quorum. A majority of the number of
directors fixed by Section 2 of this Article shall
constitute a quorum for the transaction of business at any
meeting of the Board of Directors, but if less than such
majority is present at a meeting, a majority of the
directors present may adjourn the meeting from time to time
without further notice.
SECTION 7. Telephonic Meeting. A meeting of the Board
of Directors may be had by means of a telephone conference
or similar communications equipment by which
all persons participating in the meeting can hear each
other, and the participation in a meeting under such
circumstances shall constitute presence at the meeting.
SECTION 8. Manner of Acting. The act of the majority
of the directors present at a meeting at which a quorum is
present shall be the act of the Board of Directors.
SECTION 9. Action Without a Meeting. Any action that
may be taken by the Board of Directors at a meeting may be
taken without a meeting if a consent in writing, setting
forth the action so to be taken, shall be signed before such
action by all of the directors.
SECTION 10. Vacancies. Any vacancy occurring in the
Board of Directors may be filled by the affirmative vote of
a majority of the remaining directors though less than a
quorum of the Board of Directors, unless otherwise provided
by law. A director elected to fill a vacancy shall be
elected for the unexpired term of his/her predecessor in
office. Any directorship to be filled by reason of an
increase in the number of directors may be filled by
election by the Board of Directors for a term of office
continuing only until the next election of directors by the
shareholders.
SECTION 11. Resignation. Any director may resign at
any time by giving written notice to the Board of Directors,
the President or the Secretary of the Corporation. Unless
otherwise specified in such written notice such resignation
shall take effect upon receipt thereof by the Board of
Directors or such officer, and the acceptance of such
resignation shall not be necessary to make it effective.
SECTION 12. Removal. Any director may be removed with
or without cause at any time by the affirmative vote of
shareholders holding of record in the aggregate at least a
majority of the outstanding shares of stock of the
Corporation at a special meeting of the shareholders called
for that purpose, and may be removed for cause by action of
the Board.
SECTION 13. Compensation. By resolution of the Board
of Directors, each director may be paid for his/her
expenses, if any, of attendance at each meeting of the
Board of Directors, and may be paid a stated salary as
director or a fixed sum for attendance at each meeting of
the Board of Directors or both. No such payment shall
preclude any director from serving the Corporation in any
other capacity and receiving compensation therefor.
SECTION 14. Contracts. No contract or other
transaction between this Corporation and any other
corporation shall be impaired, affected or invalidated, nor
shall any director be liable in any way by reason of the
fact that one or more of the directors of this Corporation
is or are interested in, or is a director or officer, or are
directors or officers of such other corporations, provided
that such facts are disclosed or made known to the Board of
Directors, prior to their authorizing such transaction. Any
director, personally and individually, may be a party to or
may be interested in any contract or transaction of this
Corporation, and no directors shall be liable in any way by
reason of such interest, provided that the fact of such
interest be disclosed or made known to the Board of
Directors prior to their authorization of such contract or
transaction, and provided that the Board of Directors shall
authorize, approve or ratify such contract or transaction by
the vote (not counting the vote of any such Director) of a
majority of a quorum, notwithstanding the presence of any
such director at the meeting at which such action is taken.
Such director or directors may be counted in determining the
presence of a quorum at such meeting. This Section shall
not be construed to impair, invalidate or in any way affect
any contract or other transaction which would otherwise be
valid under the law (common, statutory or otherwise)
applicable thereto.
SECTION 15. Committees. The Board of Directors, by
resolution adopted by a majority of the entire Board, may
from time to time designate from among its members an
executive committee and such other committees, and alternate
members thereof, as they may deem desirable, with such
powers and authority (to the extent permitted by law) as may
be provided in such resolution. Each such committee shall
serve at the pleasure of the Board.
SECTION 16. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered into the minutes of the meeting or unless he/she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE IV
OFFICERS
SECTION 1. Number. The officers of the Corporation
shall be a President, one or more Vice Presidents, a
Secretary, and a Treasurer, each of whom shall be elected by
the Board of Directors. Such other officers and assistant
officers as may be deemed necessary may be elected or
appointed by the Board of Directors, including a Chairman of
the Board. In its discretion, the Board of Directors may
leave unfilled for any such period as it may determine any
office except those of President and Secretary. Any two or
more offices may be held by the same person. Officers may
be directors or shareholders of the Corporation.
SECTION 2. Election and Term of Office. The officers
of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the
first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of
officers shall not be held at such meeting, such election
shall be held as soon thereafter as conveniently may be.
Each officer shall hold office until his/her successor shall
have been duly elected and shall have qualified, or until
his/her death, or until he/she shall resign or shall have
been removed in the manner hereinafter provided.
SECTION 3. Resignation. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, or to the President or the Secretary
of the Corporation. Unless otherwise specified in such
written notice, such resignation shall take effect upon
receipt thereof by the Board of Directors or by such
officer, and the acceptance of such resignation shall not be
necessary to make it effective.
SECTION 4. Removal. Any officer or agent may be
removed by the Board of Directors 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. Election
or appointment of an officer or agent shall not of itself
create contract rights, and such appointment shall be
terminable at will.
SECTION 5. Vacancies. A vacancy in any office because
of death, resignation, removal, disqualification or
otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
SECTION 6. President. The President shall be the
principal executive officer of the Corporation and, subject
to the control of the Board of Directors, shall in general
supervise and control all of the business and affairs of the
Corporation. He/she shall, when present, preside at all
meetings of the shareholders and of the Board of Directors,
unless there is a Chairman of the Board, in which case the
Chairman will preside. The President may sign, with the
Secretary or any other proper officer of the Corporation
thereunto authorized by the Board of Directors, certificates
for shares of the Corporation, any deeds, mortgages, bonds,
contracts, or other instruments which the Board of Directors
has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated
by the Board of Directors or by these Bylaws to some other
officer or agent of the Corporation, or shall be required by
law to be otherwise signed or executed; and in general shall
perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of
Directors from time to time.
SECTION 7. Vice President. In the absence of the
President or in event of his/her death, inability or refusal
to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.
The Vice President shall perform such other duties as from
time to time may be assigned by the President or by the
Board of Directors. If there is more than one Vice
President, each Vice President shall succeed to the duties
of the President in order of rank as determined by the Board
of Directors. If no such rank has been determined, then
each Vice President shall succeed to the duties of the
President in order of date of election, the earliest date
having first rank.
SECTION 8. Secretary. The Secretary shall: (a) keep
the minutes of the proceedings of the shareholders and of
the Board of Directors in one or more minute book provided
for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these Bylaws or as
required by law; (c) be custodian of the corporate records
and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under its seal is duly
authorized; (d) keep a register of the post office address
of each shareholder which shall be furnished to the
Secretary by such shareholder; (e) sign with the president
certificates for shares of the Corporation, the issuance of
which shall have been authorized by resolution of the Board
of Directors; (f) have general charge of the stock transfer
books of the Corporation; and (g) in general perform all
duties incident to the office of the Secretary and such
other duties as from time to time may be assigned by the
President or by the Board of Directors.
SECTION 9. Treasurer. The Treasurer shall: (a) have
charge and custody of and be responsible for all funds and
securities of the Corporation; (b) receive and give receipts
for moneys due and payable to the Corporation from any
source whatsoever, and deposit all such moneys in the name
of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the
provisions of Article VI of these Bylaws; and (c) in
general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of
Directors.
SECTION 10. Salaries. The salaries of the officers
shall be fixed from time to time by the Board of Directors,
and no officer shall be prevented from receiving such salary
by reason of the fact that he/she is also a director of the
corporation.
SECTION 11. Sureties and Bonds. In case the Board of
Directors shall so require any officer, employee or agent of
the Corporation shall execute to the Corporation a bond in
such sum, and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful
performance of his/her duties to the Corporation, including
responsibility for negligence for the accounting for all
property, funds or securities of the Corporation which may
come into his/her hands.
SECTION 12. Shares of Stock of Other Corporations.
Whenever the Corporation is the holder of shares of stock of
any other corporation, any right of power of the Corporation
as such shareholder (including the attendance, acting and
voting at shareholders' meetings and execution of waivers,
consents, proxies or other instruments) may be exercised on
behalf of the Corporation by the President, any Vice
President or such other person as the Board of directors may
authorize.
ARTICLE V
INDEMNITY
The Corporation shall indemnify its directors, officers
and employees as follows:
Every director, officer, or employee of the Corporation
shall be indemnified by the Corporation against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him/her in connection with any proceeding
to which he/she may be made a party, or in which he/she may
become involved, by reason of being or having been a
director, officer, employee or agent of the Corporation or
is or was serving at the request of the Corporation as a
director, officer, employee or agent of the Corporation,
partnership, joint venture, trust or enterprise, or any
settlement thereof, whether or not he/she is a director,
officer, employee or agent at the time such expenses are
incurred, except in such cases wherein the director,
officer, employee or agent is
adjudged guilty of willful misfeasance or malfeasance in the
performance of his/her duties; provided that in the event of
a settlement the indemnification herein shall apply only
when the Board of Directors approves such settlement and
reimbursement as being for the best interests of the
Corporation.
The Corporation shall provide to any person who is or
was a director, officer, employee or agent of the
Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of the
corporation, partnership, joint venture, trust or
enterprise, the indemnity against expenses of a suit,
litigation or other proceedings which is specifically
permissible under applicable law.
The Board of Directors may, in its discretion, direct
the purchase of liability insurance by way of implementing
the provisions of this Article.
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
SECTION 1. Contracts. The Board of Directors may
authorize any officer or officers, agent or agents, to enter
into any contract or execute and deliver any instrument in
the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
SECTION 2. Loans. No loans shall be contracted on
behalf of the Corporation and no evidences of indebtedness
shall be issued in its name unless authorized by a
resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
SECTION 3. Checks, Drafts, etc. All checks, drafts or
other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers,
agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the
Board of Directors.
SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.
ARTICLE VII
SHARES OF STOCK
SECTION 1. Certificates for Shares. Certificates
representing shares of the Corporation shall be in such a
form as shall be determined by the Board of Directors. Such
certificates shall be signed by the President and by the
Secretary or by such other officers authorized by law and by
the Board of Directors to do so, and sealed with the
corporate seal. All certificates 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 the case of a lost, destroyed or
mutilated certificate, a new one may be issued therefor upon
such terms and indemnity to the Corporation as the Board of
Directors may prescribe.
SECTION 2. 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/her legal representative, who shall furnish proper
evidence of authority to transfer, or by his/her 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. Provided, however, that
upon any action undertaken by the shareholders to elect S
Corporation status pursuant to Section 1362 of the Internal
Revenue Code and upon any shareholders' agreement thereto
restricting the transfer of said shares so as to disqualify
said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreement is in force and effect.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January and end on the thirty first day of December of each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time 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 of Incorporation.
ARTICLE X
CORPORATE SEAL
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words "Corporate Seal".
ARTICLE XI
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.
The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation.
/s/ Matthew J. Blevins Secretary |
G. BRAD BECKSTEAD
Certified Public Accountant
330 E. Warm Springs
Las Vegas, NV 89119
702.528.1984
888.483.3827
February 4, 2000
To Whom It May Concern:
The firm of G. Brad Beckstead, CPA, consents to the inclusion of my report of February 4, 2000, on the Financial Statements of Edgar Filing.net, Inc. from the inception date of May 28, 1999 through December 31, 1999, in any filings which are necessary now or in the near future to be filed with the US Securities and Exchange Commission.
Signed,
/s/ G. Brad Beckstead, CPA Nevada License #2701 |
ARTICLE 5 |
PERIOD TYPE | 3 MOS |
FISCAL YEAR END | DEC 31 1999 |
PERIOD END | DEC 31 1999 |
CASH | 28981 |
SECURITIES | 139087 |
RECEIVABLES | 325 |
ALLOWANCES | 0 |
INVENTORY | 0 |
CURRENT ASSETS | 170153 |
PP&E | 0 |
DEPRECIATION | 0 |
TOTAL ASSETS | 170153 |
CURRENT LIABILITIES | 1145 |
BONDS | 0 |
PREFERRED MANDATORY | 0 |
PREFERRED | 0 |
COMMON | 7686 |
OTHER SE | 161322 |
TOTAL LIABILITY AND EQUITY | 170153 |
SALES | 13544 |
TOTAL REVENUES | 13544 |
CGS | 0 |
TOTAL COSTS | 25023 |
OTHER EXPENSES | 0 |
LOSS PROVISION | 0 |
INTEREST EXPENSE | 0 |
INCOME PRETAX | 7633 |
INCOME TAX | 1145 |
INCOME CONTINUING | 6488 |
DISCONTINUED | 0 |
EXTRAORDINARY | 0 |
CHANGES | 0 |
NET INCOME | 6488 |
EPS BASIC | 0 |
EPS DILUTED | 0 |