U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB12G
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) Or 12(g) Of The Securities Act Of 1934
NORTHERN OSTRICH CORP.
(Name of Small Business Issuer in Its Charter)
Nevada 86-0947048
----------------------------- -----------------------------
(State or Other Jurisdictions (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number
3756 West 2nd Avenue
Vancouver, B.C., Canada V6R 1J9
--------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
|
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
Northern Ostrich Corp. ("Registrant") was incorporated in the State of Nevada on November 30, 1998. The corporation was originally organized to engage in the business of breeding, raising and marketing ostriches, ostrich meat and ostrich by- products to the wholesale and retail markets.
Registrant operated from November 30, 1998 through approximately May 31, 2000, when it ceased all operations due to lack of capital.
Registrant is presently inactive and has not conducted any business since May 2000. On or about May 1, 2001, the directors determined that it was in the best interest of the shareholders of the corporation that Registrant should become active again and began seeking potential operating businesses and business opportunities with the intent to acquire or merge with such businesses. Registrant is considered a development stage company, and due to its status as a "shell" corporation, its principal business purpose is to locate and consummate a merger or acquisition with a private entity. No representation is made or intended that Registrant will be able to carry out its proposed activities successfully or profitably.
Registrant is voluntarily filing this registration statement on Form 10-SB12G to make information concerning itself more readily available to the public. Management believes that being a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide a prospective merger or acquisition candidate with additional information concerning the corporation. In addition, management believes that this may make Registrant more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing this registration statement, Registrant is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. Registrant intends to continue to voluntarily file these periodic reports under the Exchange Act even if its obligation to file such reports is suspended under applicable provisions of the Exchange Act.
Any target acquisition or merger candidate of Registrant will become subject to the same reporting requirements as Registrant upon consummation of any such business combination. Thus, in the event that Registrant successfully completes an
acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years, or in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate.
Registrant intends to use various sources in its search for potential business opportunities including its officers and directors, consultants, special advisors, securities broker- dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Registrant may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence or development. Management cannot predict at this time the status or nature of any venture in which Registrant may participate. The most likely scenario for a possible business arrangement would involve the acquisition of or merger with an operating business which does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that Registrant could provide a potential public vehicle for a private entity interested in becoming a publicly- held corporation without the time and expense typically associated with an initial public offering.
Once Registrant has identified a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted or whether further investigation is necessary. Such determination will generally be based on management's knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analyses of potential business opportunities. However, because of Registrant's lack of capital it may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. Further, no member of management is a professional business analyst and management will rely on its own business judgment in formulating the types of businesses that Registrant may acquire. It is quite possible that management will not have any business experience or expertise in the type of business engaged in by any potential acquisition or merger candidate.
In evaluating such potential business opportunities, Registrant will consider, to the extent relevant to the specific opportunity, several factors including potential benefits to Registrant and its shareholders; working capital, financial
requirements and availability of additional financing; history of operation, if any; nature of present and expected competition; quality and experience of management; need for further research, development or exploration; potential for growth and expansion; potential for profits; and other factors deemed relevant to the specific opportunity. Because Registrant has not located or identified any specific business opportunity to date, there are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to Registrant may involve new and untested products, processes or market strategies, which may not ultimately prove successful.
Presently, Registrant cannot predict the manner in which it might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which Registrant participates in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of Registrant and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. Registrant may act directly or indirectly through an interest in a partnership, corporation, or other form of organization; however, Registrant does not intend to participate in opportunities through the purchase of minority stock positions.
Because Registrant has not yet identified any potential acquisition or merger candidate, it is unable to evaluate the type and extent of its likely competition. Registrant is aware that there are several other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. Registrant will be in direct competition with these other public companies in its search for business opportunities and, due to Registrant's lack of funds, it may be difficult to successfully compete with these other companies.
As of the date of this filing, Registrant does not have any employees and has no plans for retaining employees until such time as Registrant's business warrants the expense, or until Registrant successfully acquires or merges with an operating business.
Registrant's principal business office is located at 3756 West 2nd Avenue, Vancouver, B.C., Canada V6R 1J9, the offices of its President, Manfred Schultz, which it occupies on a rent-free basis.
Registrant will voluntarily send an annual report, including audited financial statements, to its security holders.
Registrant will file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. The public may read and copy materials we file with the SEC at the SEC's Public Reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. The address of the website is http://www.sec.gov.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
During the next twelve months, Registrant will actively seek out and investigate possible opportunities with the intent to acquire and merge with one or more business ventures. In its search for business opportunities, management will follow the procedures outlined in Item 1 above. Because Registrant lacks funds, it may be necessary for the officers and directors to either advance funds to Registrant or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible.
Management's discretion is unrestricted, and Registrant may participate in any business whatsoever that may, in the opinion of management, meet the business objectives discussed herein. Indeed, Registrant may effectuate a business combination with another business outside the United States. Registrant has not limited the scope of its search to a particular region. Registrant does not intend to utilize any notices or advertisements in its search for business opportunities.
Registrant's officers and directors will be primarily responsible for searching for an appropriate merger or acquisition candidate. However, to the extent that the existing stockholders are aware of any potential business acquisition candidates, they will also refer these to Registrant. Registrant recognizes that as a result of its limited financial, managerial or other resources, the number of suitable potential businesses that may be available to it will be extremely limited. Registrant's principal business objective will be to seek long- term growth potential in the business in which it participates rather than immediate, short-term earnings. In seeking to attain its business objectives Registrant will not restrict its search to any particular industry. Rather, Registrant may investigate businesses of essentially any kind or nature, including but not limited to finance, high technology, manufacturing, service, research and development, communications, insurance, brokerage, transportation and others. Management may also seek to become involved with other development-stage companies or companies that could be categorized as "financially troubled." At the present time, Registrant has not chosen the particular area of business in which it proposes to engage and has not conducted any market studies with respect to business property or industry.
As of the date hereof, Registrant has not made any arrangements or definitive agreements to use outside advisors or consultants to raise any capital. In the event Registrant does need to raise capital, most likely the only method available to Registrant would be through the private sale of its securities. Because of the nature of Registrant as a development-stage company, it is unlikely it could make a public sale of securities or be able to borrow any significant sum, from either a commercial or private lender. There can be no assurance that Registrant will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to Registrant.
Registrant does not intend to use any employees, with the exception of part-time clerical assistance on an as-needed basis. Outside advisors, attorneys or consultants will only be used if they can be obtained for a minimal cost or for a deferred payment basis. Management is confident that it will be able to operate in this manner and continue its search for business opportunities during the next twelve months.
ITEM 3. DESCRIPTION OF PROPERTY.
Registrant does not own or control any material property. It maintains its business address at 3756 West 2nd Avenue, Vancouver, B.C., Canada V6R 1J9, the office of its President, on a rent-free basis.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth certain information regarding the Company's Common Stock beneficially owned at May 31, 2001, the Company's fiscal year end, and as at the date of this filing, for (i) each shareholder known by the Company to be the beneficial owner of five (5%) percent or more of the Company's outstanding Common Stock, (ii) each of the Company's executive officers and directors, and (iii) all executive officers and directors as a group. At May 31, 2001, there were 2,004,000 shares of the Company's Common Stock issued and outstanding.
Title of Class Name and Address Amount and Nature Percent
of Beneficial of Beneficial of
Owner Ownership Class
-------------- ---------------- ----------------- -------
Common Stock Manfred Schultz 500,000 (Direct) 25%
3756 West 2nd Avenue
Vancouver, B.C.,
Canada V6R 1J9
Common Stock Gerald Hinkley 500,000 (Direct) 25%
3756 West 2nd Avenue
Vancouver, B.C.,
Canada V6R 1J9
------------------------------------
|
All Officers/Directors as a Group 1,000,000 50%
(1) The persons named above, who are the only officers, directors and principal shareholders of the Company, may be deemed to be "parents" and "promoters" of the Company, within the meaning of such terms under the Securities Act of 1933, by virtue of their direct holdings in the Company. These persons are the only "promoters" of the Company.
(2) In general, a person is considered a "beneficial owner" of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within (60) days.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.
The following table sets forth the names, positions with the Company and ages of the executive officers and directors of the Company. Directors are elected at the Company's annual meeting of shareholders and serve for one year or until their successors are elected and qualify. Officers are elected by the Board and their terms of office are at the discretion of the Board.
Name Age Position(s)
---- --- -----------
Manfred Schultz 52 President and Director
Gerald Hinkley 53 Vice President,
Secretary, Treasurer
and Director
|
Each of the persons named above have held their offices/positions since inception and are expected to hold said offices/positions until the next annual meeting of stockholders.
Manfred Schultz has been the President and a Director of Registrant since inception. Mr. Schultz has over 25 years of business and marketing management experience. From September,1995 to the present, he has been an independent Management Consultant to several companies, some of which are Travelgate, European Peat Moss, Kafus Industries and Control Zone Interactive, Inc. In 1987, he founded and was CEO until 1995, of Koala Beverages Ltd., Canada's largest new age beverage company Under his management, Koala Beverages grew to a corporation with $24 million (CAD)in annual revenues within the first three years. From 1973 to 1980, he held positions with General Mills and Kraft General Foods, where he managed brand marketing and was responsible for divisional sales of up to $90 million CAD. In 1971-1973, he worked in Hamburg, Germany with Edeka, Germany's largest food retailer. He received a B.A. Degree in Economics and Business Administration from the University of Western Ontario, Canada in 1971. In 1990, he received the Canada Award of Business Excellence and in 1988, the "Beverage of the Year Award." Mr. Schultz devotes his time as required to the business of Registrant.
Gerald Hinkley has been the Secretary, Treasurer and a Director of Registrant since inception. Mr. Hinkley has over 30 years of experience, primarily in the consumer retailing market. Since 1995, he has also been the owner of an ostrich farm and is a breeder and marketer of ostrich art products. He has developed the marketing of ostrich meat, as well as the development of live ostrich sales to Asia. For the previous 20 years, he was active
in the optical business, where he owned and operated multi- location retail optical stores. He graduated from the University of Alberta, Canada in 1967. Mr. Hinkley devotes his time as required to the business of Registrant.
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act") requires Registrant's directors and officers and persons who own more than 10 percent of Registrant's equity securities, to file reports of ownership and changes in ownership with the SEC. Directors, officers and greater than ten- percent shareholders are required by SEC regulation to furnish Registrant with copies of all Section 16(a) reports filed.
Based solely on its review of the copies of the reports it received from persons required to file, Registrant believes that all filing requirements applicable to its officers, directors and greater than ten-percent shareholders were complied with.
ITEM 6. EXECUTIVE COMPENSATION.
The summary compensation table has been omitted, as Registrant's officers and directors do not presently receive a salary or any equity securities for their services and there are currently no plans to implement any such compensation. They are, however, reimbursed for any out-of-pocket expenses incurred on behalf of Registrant.
Registrant's officers and directors are not currently party to any employment agreements with Registrant. Registrant presently has no pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans; however, Registrant may adopt such plans in the future. There are presently no personal benefits available to directors, officers or employees.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None.
ITEM 8. DESCRIPTION OF SECURITIES.
At March 31, 2001, there were 2,004,000 shares of Registrant's common stock issued and outstanding.
The authorized capital stock consists of 100,000,000 shares of Common Stock, par value $.001 per share. The holders of Common Stock (i) have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by the Board of Directors of Registrant; (ii) are entitled to share ratably in all of the assets of Registrant available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of the affairs of Registrant; (iii) do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights applicable thereto; and (iv) are entitled to one non-cumulative vote per share on all matters on which stockholders may vote. All shares of Common Stock now outstanding are fully paid for and non-assessable. Reference is made to Registrant's Articles of Incorporation, By-Laws and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of Registrant's securities.
The holders of shares of Common Stock of Registrant do not have cumulative voting rights, which means that the holders of more than 50% of such outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of Registrant's directors.
As of the date of this registration statement, Registrant has not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of the Board of Directors and will depend upon the earnings, if any, capital requirements and financial position of Registrant, general economic conditions, and other pertinent conditions. It is the present intention of Registrant not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in the Registrant's business.
Registrant will furnish annual financial reports to its stockholders, certified by its independent accountant, and will furnish unaudited quarterly financial reports.
Registrant's stock transfer agent is Holiday Stock Transfer of Phoenix, Arizona, an independent, professional stock transfer agency.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
At May 31, 2001, and as of the date of this filing, there were 37 shareholders of record of the 2,004,000 shares of Common Stock issued and outstanding.
Registrant's Common Stock is currently listed for trading in the "Pink Sheets" under the trading symbol, "NORC"; however, no trading has yet commenced.
ITEM 2. LEGAL PROCEEDINGS
Registrant is not and has not been a party to any legal proceedings, nor is Registrant aware of any disputes that may result in legal proceedings.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Robison, Hill & Co., independent chartered accountants, have been the Company's only auditor since inception and there have been no disagreements between the Company and Robison, Hill & Co.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
On December 15, 1998, a total of 1,000,000 shares of Common Stock were issued to the officers and directors of Registrant in exchange for organizational services and expenses incurred on behalf of Registrant during its formation. This transaction was valued at approximately $.001 per share, or an aggregate of approximately $1,000. All of such shares are "restricted" securities, as that term is defined by the Securities Act of 1933, as amended.
On February 12, 1999, Registrant issued a total of 1,004,000 shares of Common Stock, at a price of $.05 per share to a total of 35 investors pursuant to an offering under Rule 504 of Regulation D, promulgated under the Securities Act of 1933, and raised a total of $50,200, which was used for general operations.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to the Articles of Incorporation and By-Laws of the corporation, Registrant may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his/her position, if he/she acted in good faith and in a manner he/she reasonably believed to be in the best interest of Registrant. In certain cases may advance expenses incurred in defending any such proceeding. To the extent that the officer or director is successful on the merits in any such proceeding as to which such person is to be indemnified, Registrant must indemnify him/her against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.
Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors or officers pursuant to the foregoing provisions, Registrant is informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy, as expressed in said Act and is, therefore, unenforceable.
PART F/S
Following are the audited Financial Statements of Registrant for the fiscal year ended May 31,2001, prepared by Robison, Hill & Co., an independent chartered accounting firm.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
- : -
INDEPENDENT AUDITOR'S REPORT
MAY 31, 2001 AND 2000
Page
-----
Independent Auditor's Report F - 1
Balance Sheets
May 31, 2001 and 2000 F - 2
Statements of Operations for the
Year Ended May 31, 2001 and 2000 F - 3
Statement of Stockholders' Equity for the
Since November 30, 1998 (Inception) to
May 31, 2001 F - 4
Statements of Cash Flows for the
Year Ended May 31, 2001 and 2000 F - 5
Notes to Financial Statements F - 7
|
12
ROBISON, HILL & CO. Certified Public Accountants
A Professional Corporation Brent M. Davies, CPA
David O. Seal, CPA
W. Dale Westenskow, CPA
Barry D. Loveless, CPA
-----------------------------
INDEPENDENT AUDITOR'S REPORT W. LaMonte Robison, CPA
E. Morton Hill, CPA
Northern Ostrich Corp.
(A Development Stage Company)
|
We have audited the accompanying balance sheet of Northern Ostrich Corp. (a development stage company) as of May 31, 2001 and 2000, and the related statements of operations and cash flows for the two years ended May 31, 2001 and 2000, and the statements of stockholders' equity since November 30, 1998 (inception) to May 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Northern Ostrich Corp. (a development stage company) as of May 31, 2001 and 2000, and the results of its operations and its cash flows for the years ended May 31, 2001 and 2000, in conformity with generally accepted accounting principles.
Respectfully submitted,
/s/ Robison, Hill & Co.
Certified Public Accountants
Salt Lake City, Utah
June 11, 2001
|
Members of American Institute of Certified Public Accountants Members of the Private Companies Practice Section
1366 East Murray-Holladay Road, Sale Lake City, Utah 84117-5050 Telephone 801/272-8045, Facsimile 801/277-9942
NORTHERN OSTRICH CORP.
(A Development Stage Company)
BALANCE SHEETS
May 31,
-----------------------
2001 2000
------- --------
Current Assets -
Cash & Cash Equivalents $ - $ 23
------- --------
Total Assets: $ - $ 23
======= ========
Liabilities - Accounts Payable $ 6,218 $ 6,390
------- --------
Stockholders' Equity:
Common Stock, Par value $.001
Authorized 100,000,000 shares,
Issued 2,004,000 shares at
May 31, 2001 and 2000 2,004 2,004
Paid-In Capital 52,984 49,196
Currency Translation Adjustment (16,313) (16,485)
Development Stage Deficit (3,811) -
Retained Deficit (41,082) (41,082)
-------- --------
Total Stockholders' Equity (6,218) (6,367)
-------- -------
Total Liabilities and
Stockholders' Equity $ - $ 23
======= =======
|
The accompanying notes are an integral part of these financial statements.
NORTHERN OSTRICH CORP.
(A Development Stage Company
STATEMENTS OF OPERATIONS
Cumulative
Since
June 1, 2000
For the year ended Inception of
May 31, Development
2001 2000 Stage
------------------- -----------
Revenues $ - $14,587 $ -
Cost of Revenues - 13,032 -
-------- ------- ----------
Gross Margin - 1,555 -
Expenses:
General &
Administrative 3,811 4,387 3,811
-------- -------- ---------
Net Loss from
Operations (3,811) (2,832) (3,811)
Other Income (Expense)
Interest, Net - 55 -
------- -------- ---------
Net Loss $(3,811) $(2,777) $ (3,811)
======= ======= ========
Basic & Diluted loss
per share $ 0.00 $ 0.00 $ 0.00
======= ======= ========
|
The accompanying notes are an integral part of these financial statements.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Cumulative Accumulated
Currency During
Common Stock Paid-In Translation Retained Development
Shares Par Value Capital Adjustment Deficit Stage
-------- --------- -------- ---------- --------- ----------
Balance at November
30, 1998 (inception) - $ - $ - $ - $ - $ -
November 30, 1998
Issuance of Stock for
services and payment of
accounts payable 1,000,000 1,000 - - - -
April 1, 1999
Issuance of Stock for
cash pursuant to private
placement 1,004,000 1,004 49,196 - - -
Net Loss - - - (15,996) (38,305) -
--------- ------ ------- -------- -------- ------
Balance at
May 31, 1999 2,004,000 2,004 49,196 (15,996) (38,305) -
Net Loss - - - (489) (2,777) -
--------- ------ ------- -------- -------- ------
Balance at
May 31, 2000 2,004,000 2,004 49,196 (16,485) (41,082) -
Contributed Capital - - 3,788 - - -
Net Loss - - - (172) - (3,811)
--------- ----- ------- ------- -------- --------
Balance at
May 31, 2000 2,004,000 $2,004 $52,984 $(16,313) $(41,082)$(3,811)
|
The accompanying notes are an integral part of these financial statements.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since
Inception
For the year ended Of
May 31, Development
2001 2000 Stage
------------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (3,811) $(2,777) $ (3,811)
Adjustments to reconcile
net loss to net cash used in
operating activities:
Currency translation adjustment 172 (489) 172
Increase (Decrease) in accounts
payable (172) (3,011) (172)
Issuance of common stock for
expenses - - -
--------- --------- ----------
Net Cash Used in operating
activities (3,811) (6,277) (3,811)
--------- --------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash used in investing
activities - - -
--------- --------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from contributed
capital 3,788 - 3,788
--------- --------- ----------
Net Cash Provided by Financing
Activities 3,788 - 3,788
--------- --------- ---------
Net (Decrease) Increase in
Cash and Cash Equivalents (23) (6,277) (23)
Cash and Cash Equivalents
at Beginning of Period 23 6,300 23
--------- --------- ----------
Cash and Cash Equivalents
at End of Period $ - $ 23 $ -
========== ========= ==========
|
NORTHERN OSTRICH CORP.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
Cumulative
Since
Inception
For the year ended Of
May 31, Development
2001 2000 Stage
------------------ -----------
SUPPLEMENTAL DISCLOSURE
OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
|
SUPPLEMENTAL DISCLOSURE
OF NON-CASH INVESTING
AND FINANCING ACTIVITIES:
None
The accompanying notes are an integral part of these financial statements.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2001 AND 2000
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
This summary of accounting policies for Northern Ostrich Corp. is presented to assist in understanding the Company's financial statements. The accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements.
Organization and Basis of Presentation
The Company was incorporated under the laws of the State of Nevada on November 30, 1998.
Nature of Business
The Company has no products or services as of May 31, 2001. The Company operated from November 30, 1998 through approximately May 31, 2000 in the production of ostrich meat. Since June 1, 2000, the Company has ceased operations and is in the development stage. The Company intends to acquire interests in various business opportunities, which in the opinion of management will provide a profit to the Company.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents to the extent the funds are not being held for investment purposes.
Pervasiveness of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2001 AND 2000 (Continued)
NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Continued)
Foreign Currency Translation
The Company's primary functional currency is the Canadian dollar. Monetary assets and liabilities resulting from transactions with foreign suppliers and customers are translated at year-end exchange rates while income and expense accounts are translated at average rates in effect during the year. Gains and losses on translation are included in income.
Concentration of Credit Risk
The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains the majority of its cash balances with one financial institution, in the form of demand deposits.
Loss per Share
The reconciliations of the numerators and denominators of the basic loss per share computations are as follows:
Per-Share
Income Shares Amount
(Numerator)(Denominator)
--------- ----------- --------
For the year ended May 31, 2001
-------------------------------
Basic Loss per Share
Loss to common shareholders $ (3,811) 2,004,000 $ 0.00
========= ========= ========
|
For the year ended May 31, 2000
-------------------------------
Basic Loss per Share
Loss to common shareholders $ (2,777) 2,004,000 $ 0.00
========= ========= ========
|
There are no dilutive potential common stock equivalents As of May 31, 2001 and 2001. The effect of any outstanding common stock equivalents would be anti-dilutive for May 31, 2001 and 2000 and are thus not considered.
NORTHERN OSTRICH CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED MAY 31, 2001 AND 2000
(Continued)
NOTE 2 - INCOME TAXES
As of May 31, 2001, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $41,000 that may be offset against future taxable income through 2021. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused. Accordingly, the potential tax benefits of the loss carryforwards are offset by a valuation allowance of the same amount.
NOTE 3 - DEVELOPMENT STAGE COMPANY/ GOING CONCERN
The Company has not begun principal operations and as is common with a development stage company, the Company has had recurring losses during its development stage. Continuation of the Company as a going concern is dependent upon obtaining the additional working capital necessary to be successful in its planned activity, and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term financing, which will enable the Company to operate for the coming year.
NOTE 4 - COMMITMENTS
As of May 31, 2001 all activities of the Company have been conducted by corporate officers from either their homes or business offices. There are no commitments for future use of the facilities.
NOTE 5 - COMMON STOCK TRANSACTIONS
The Company was incorporated to allow for the issuance of up to 100,000,000 shares of $.001 par value common stock (as amended).
At inception, the Company issued 1,000,000 shares of common stock to its officers and directors for services performed and payments made on the Company's behalf during its formation. This transaction was valued at approximately $.001 per share or an aggregate approximate $1,000.
On February 8, 1999, to provide initial working capital,
the Company authorized a private placement sale of an aggregate
of 1,000,000 shares of common stock at approximately $.05 per
share. The private placement was completed April 1, 1999 and
1,004,000 shares were issued for approximately $50,200 in
proceeds to the Company which were primarily used to pay
operating expenses.
PART III
ITEM 1. INDEX TO EXHIBITS
Exhibit No. Description Page No.
----------- ----------- --------
3(i) Articles of Incorporation 25
and Amendments
3(ii) Bylaws 34
|
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.
NORTHERN OSTRICH CORP.,
a Nevada corporation
Dated: June 23, 2001 By:/s/ Manfred Schultz
President and Director
Dated: June 24, 2001 By:/s/ Gerald Hinkley
Vice President, Secretary,
Treasurer and Director
|
DEAN HELLER
Secretary of State Certificate of
Correction
101 North Carson Street, Suite 3 (Pursuant to NRS 78.0295 and
Carson City, Nevada 89701-4786 80.007)
(775) 684-5708
Certificate of Correction
(Pursuant to NRS 78.0295 and 80.007)
FILED # C27693-98
April 04 2000
BY THE OFFICE OF
DEAN HELLER, SECRETARY OF STATE
1. The name of the corporation for which correction is being made: Northern Ostrich Corp.
2. Description of the original document for which correction is being made: Articles of Incorporation
3. Filing date of the original document: 30-Nov-1998
4. Description of the incorrect statement and the reason it is incorrect or the manner in which the execution or other formal authentication was defective: Article (4) of Articles of Incorporation stated "auhorized common stock of 25,000 shares without par value". This was improperly set up by the Incorporating company at the time of registration.
5. Correction of the incorrect statement or defective execution or authentication: "That the total number of common stock authorized that may be issued by the corporation is One hundred million (100,000,000) shares of stock with a par value of $.001 per share."
6. Signature:
/s/ Manfred Schultz, President Dated: April 3, 2000 |
F I L E D
IN THE OFFICE OF THE
SECRETARY OF THE STATE OF THE
STATE OF NEVADA
NOV. 30,1998
No. C27693-98
/s / DEAN HELLER, SECRETARY OF STATE
ARTICLES OF INCORPORATION
OF
NORTHERN OSTRICH CORP.
FIRST. The name of the corporation is:
NORTHERN OSTRICH CORP.
SECOND. Its registered office in the State of Nevada is located at 2533 North Carson Street, Carson City, Nevada 89706 that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that his Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors, Stockholders, outside the State of Nevada as well as within the State of Nevada
THIRD. The objects for which this Corporation is formed are: To engage in lawful activity, including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized.
(C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited perpetually, or until dissolved and its affairs wound up according to law.
(D) Shall have power to sue and be sued in any court of law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real and personal estate and to mortgage or leave any such real and personal estate value with its franchises. The power to hold real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by device or bequest in the State of Nevada, or in any other state, territory or country.
(G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.
(I) Shall have power to wind up and dissolve itself, or be wound up or dissolved.
(J) Shall have power to adopt and use a common seal or stamp, and alter the same at pleasure. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises,
or for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, lowers and privileges of ownership, including the right to vote, if any.
(M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock, and use therefore its capital, capital surplus, surplus, or other property or fund.
(N) Shall have power to conduct business, have one or more offices, and hold, purchase, mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and any foreign countries.
(O) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or articles of incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the corporation, and, in general, to carry on any lawful business necessary or incidental to the attainment of the
objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendment thereof.
(P) Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general or limited, or joint ventures, in connection with any lawful activities, as may be allowed by law.
FOURTH. That the total number of common stock authorized that may be issued by the Corporation is TWENTY FIVE THOUSAND (25,000) shares of stock without nominal par value and no other class of stock shall be authorized. Said shares may be issued by the corporation from time to time for such considerations as may be fixed by the Board of Directors.
FIFTH. The governing board of this corporation sha11 be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to fewer than one (1). The name and post office address of the first board of Directors sha11 be one (1) in number and listed as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
|
SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation.
SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:
NAME POST OFFICE ADDRESS
Brent Buscay 2533 North Carson Street
Carson City, Nevada 89706
|
EIGHTH. The resident agent for this corporation shall
be:
LAUGHLIN ASSOCIATES, INC.
The address of said agent, and, the registered or statutory address of this corporation in the state of Nevada, shall be:
2533 North Carson Street,
Carson City, Nevada 89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:
Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend the By-Laws of the Corporation.
To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation.
By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation,
which, to the extent provided in the resolution, or in the By- Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees, shall have such name, or names, as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.
When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate franchises, upon such terms and conditions as its board of Directors deems expedient and for the best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.
TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or
(ii) the payment of dividends in violation of Section 78.300 of
the Nevada Revised Statutes. Any repeal or modification of this
Article by the stockholders of the Corporation shall be
prospective only, and shall not adversely affect any limitation
on the personal liability of a director or officer of the
Corporation for acts or omissions prior to such repeal or
modification.
THIRTEENTH. This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this November 30, 1998.
/s/ Brent Buscay
STATE OF NEVADA )
) SS:
CARSON CITY )
|
On this November 30, 1998 in Carson City , Nevada, before me, the undersigned, a Notary Public in and for Carson City, State of Nevada, personally appeared: Brent Buscay, known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same.
/s/ Terri L Cohetto, Notary Public
Appt. Recorded in CARSON CITY
No. 98-0922-3 My Appt. Exp. - Feb. 18, 2002
|
I, Laughlin Associates, Inc. hereby accept as Resident Agent for the previously named Corporation.
November 30. 1998 /s/ Vice President, Laughlin Associates |
NORTHERN OSTRICH CORP.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall be held in the office of
the corporation, at Carson City, NV, or at such other
place or places as the Directors shall, from time to
time, determine.
2. The annual meeting of the shareholders of this
corporation shall be held at 11: 00 a.m., on the 3Oth
day of November of each year beginning in 1999, at which
time there shall be elected by the shareholders of the
corporation a Board of Directors for the ensuing year,
and the shareholders shall transact such other business
as shall properly come before them. If the day fixed for
the annual meeting shall be a legal holiday such meeting
shall be held on the next succeeding business day.
3. A notice signed by any Officer of the corporation or by
any person designated by the Board of Directors, which
sets forth the place of the annual meeting, shall be
personally delivered to each of the shareholders of
record, or mailed postage prepaid, at the address as
appears on the stock book of the corporation, or if no
such address appears in the stock book of the
corporation, to his last known address, at least ten
(10) days prior to the annual meeting. Whenever any
notice whatever is required to be given under any
article of these By-Laws, a waiver thereof in writing,
signed by the person or persons entitled to the notice,
whether before or after the time of the meeting of the
shareholders, shall be deemed equivalent to proper
notice.
4. A majority of the shares issued and outstanding, either
in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the
shareholders.
5. If a quorum is not present at the annual meeting, the
shareholders present, in person or by proxy, may adjourn
to such future time as shall be agreed upon by them, and
notice of such adjournment shall be mailed, postage
prepaid, to each shareholder of record at least ten (10)
days before such date to which the meeting was
adjourned; but if a quorum is present, they may adjourn
from day to day as they see fit, and no notice of such
adjournment need be given.
6. Special meetings of the shareholders may be called at anytime by the President; by all of the Directors provided there are no more than three, or if more than three, by any three Directors; or by the holder of a majority share of the capital stock of the corporation. The Secretary shall send a notice of such called meeting
to each shareholder of record at least ten (10) days
before such meeting, and such notice shall state the
time and place of the meeting, and the object thereof.
No business shall be transacted at a special meeting
except as stated in the notice to the shareholders,
unless by unanimous consent of all shareholders present,
either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each
share of stock in his own name on the books of the
corporation, whether represented in person or by proxy.
8. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder or by
his duly authorized attorney-in-fact. Such proxy shall
be filed with the Secretary of the corporation before or
at the time of the meeting.
9. The following order of business shall be observed at all
meetings of the shareholders so far as is practicable:
a. Call the roll;
b. Reading, correcting, and approving of the
minutes of the previous meeting;
c. Reports of Officers;
d. Reports of Committees;
e. Election of Directors;
f. Unfinished business; and
g. New business.
10. 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 to be
taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter
thereof.
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the
Board of Directors and shall be signed by the President
and Secretary of the corporation.
2. All certificates shall be consecutively numbered; the
name of the person owning the shares represented
thereby, with the number of such shares and the date of
issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new
certificates issued to the purchaser or assignee.
4. Upon surrender to the corporation or the transfer agent
of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it
shall be the duty of the corporation to issue a new
certificate to the person entitled thereto, and cancel
the old certificate; every such transfer shall be
entered on the transfer book of the corporation.
5. The corporation shall be entitled to treat the holder of record of any share as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one (1)
person shall be chosen annually by the shareholders
at their meeting to manage the affairs of the
corporation. The Directors' term of office shall be
one (1) year, and Directors may be re-elected for
successive annual terms.
2. Vacancies on the Board of Directors by reason of
death, resignation or other causes shall be filled by
the remaining Director or Directors choosing a
Director or Directors to fill the unexpired term.
3. Regular meetings of the Board of Directors shall be
held at 1 :00 p.m., on the 30th day of November of
each year beginning in 1999 at the office of the
company at Carson City, NV, or at such other time or
place as the Board of Directors shall by resolution
appoint; special meetings may be called by the
President or any Director giving ten (10) days notice
to each Director. Special meetings may also be called
by execution of the appropriate waiver of notice and
called when executed by a majority of the Directors
of the company. A majority of the Directors shall
constitute a quorum.
4. The Directors shall have the general management and
control of the business and affairs of the
corporation and shall exercise all the powers that
may be exercised or performed by the corporation,
under the statutes, the Articles of Incorporation,
and the By-Laws. Such management will be by equal
vote of each member of the Board of Directors with
each Board member having an equal vote.
5. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act
of the Directors.
6. A resolution, in writing, signed by all or a majority
of the members of the Board of Directors, shall
constitute action by the Board of Directors to effect
therein expressed, with the same force and effect as
though such resolution had been passed at a duly
convened meeting; and it shall be the duty of the
Secretary to record every such resolution in the
Minute Book of the corporation under its proper date.
7. Any or all of the Directors may be removed for cause
by vote of the shareholders or by action of the
Board. Directors may be removed without cause only by
vote of the shareholders.
8. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary
of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon
receipt thereof by the Board or such Officer, and the
acceptance of the resignation shall not be necessary
to make it effective.
9. A Director of the corporation who is present at a
meeting of the Directors at which action on any
corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall
be entered in the minutes of the meeting or unless he
shall file his 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
1. The Officers of this company shall consist of: a
President, one or more Vice Presidents, Secretary,
Treasurer, and such other officers as shall, from
time to time, be elected or appointed by the Board of
Directors.
2. The PRESIDENT shall preside at all meetings of the
Directors and the shareholders and shall have general
charge and control over the affairs of the
corporation subject to the Board of Directors. He
shall sign or countersign all certificates, contracts
and other instruments of the corporation as
authorized by the Board of Directors and shall
perform all such other duties as are incident to his
office or are required by him by the Board of
Directors.
3. The VICE PRESIDENT shall exercise the functions of
the President during the absence or disability of the
President and shall have such powers and such duties
as may be assigned to him, from time to time, by the
Board of Directors.
4. The SECRETARY shall issue notices for all meetings as
required by the By-Laws, shall keep a record of the
minutes of the proceedings of the meetings of the
shareholders and Directors, shall have charge of the
corporate books, and shall make such reports and
perform such other duties as are incident to his
office, or properly required of him by the Board of
Directors. He shall be responsible that the
corporation complies with Section 78.105 of the
Nevada Revised Statutes and supplies to the Nevada
Resident Agent or Registered Office in Nevada, any
and all amendments to the corporation's Articles of
Incorporation and any and all amendments or changes
to the By-Laws of the corporation. In compliance
with Section 78.105, he will also supply to the Nevada Resident Agent or Registered Agent or Registered Office in Nevada, and maintain, a current statement setting out the name of the custodian of the stock ledger or duplicate stock ledger, and the present and complete Post Office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by a majority vote
of the shareholders at any annual meeting or at any
special meeting called for that purpose.
2. The Board of Directors may amend the By-Laws or adopt
additional By-Laws, but shall not alter or repeal any
By-Laws adopted by the shareholders of the company.
CERTIFIED TO BE THE BY-LAWS OF:
NORTHERN OSTRICH CORP.
BY: /s/ Manfred Schultz, Secretary |