SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12 (B) OR 12 (G)
OF THE SECURITIES EXCHANGE ACT OF 1934
ORANCO, INC
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 87-0574491
(STATE OF INCORPORATION) (I.R.S. EMPLOYER ID NO.)
1981 E. 4800 SO., SUITE 100, SALT LAKE CITY UT 84117
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(801) 272-9294
(REGISTRANT'S TELEPHONE NUMBER)
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (G) OF THE ACT: 1,394,950
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12 (B) OF THE ACT: NONE
Title of each class Name of each exchange on which To be so registered Each class is to be registered Common stock: $0.001 Par value N/A |
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRATION WAS $0.000 AS OF NOVEMBER 15, 1999.
SHARES OF COMMON STOCK OUTSTANDING AS OF NOVEMBER 15, 1999: 1,394,950
PART I
ITEM 1. DESCRIPTION OF BUSINESS
Oranco, Inc., (hereinafter "The Company") was incorporated on June 16, 1977, pursuant to the Nevada Business Corporation Act. Its original Articles of Incorporation provided for authorized capital of One Hundred Thousand (100,000) shares of common stock with a $.25 par value. On June 10, 1997, the shareholders of the Company approved an amendment to the Articles of Incorporation changing the authorized capital to one hundred million (100,000,000) shares of common stock with a par value of $0.001 (1 mill) per share and to forward split the outstanding shares on a ten new for one old share basisThe amended Articles were filed with the State of Nevada on August 6, 1998.The Company was formed with the stated purpose of conducting any lawful business activity. However, the contemplated purpose was to engage in investment and business development operations related to mineral research and exploration. The Company's attempts to enter this field were not successful and all attempts to engage in business ended before January of 1983, and the Company became dormant.
The Company never engaged in an active trade or business throughout the period from inception through 1983. In May of 1998, the directors determined that the Company should become active and reinstated the Company with the State of Nevada, and began seeking potential operating businesses and business opportunities with the intent to acquire or merge with such businesses. The Company 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. Because of the Company's current status having no substantial assets and no recent operating history, in the event the Company does successfully acquire or merge with an operating business opportunity, it is likely that the Company's present shareholders will experience substantial dilution and there will be a probable change in control of the Company.
The Company is voluntarily filing its registration statement on Form 10-SB in order to make information concerning itself more readily available to the public and to comply with the rules to continue its listing on the NASD Bulletin Board. 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 Company. In addition, management believes that this might make the Company more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing its registration statement, the Company is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. The Company 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 the Company will become subject to the same reporting requirements as the Company upon consummation of any such business combination. Thus, in the event that the Company 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.
The Company's principal executive offices are located at: 1981 E. 4800 So, Salt Lake City, Utah, 84117, which is the office location of the Company's transfer agent.
Business of Issuer
The Company has no recent operating history and no representation is made, nor is any intended, that the Company will be able to carry on future business activities successfully. Further, there can be no assurance that the Company will have the ability to acquire or merge with an operating business, business opportunity or property that will be of material value to the Company. Management plans to investigate, research and, if justified, potentially acquire or merge with one or more businesses or business opportunities. The Company currently has no commitment or arrangement, written or oral, to participate in any business opportunity and management cannot predict the nature of any potential business opportunity it may ultimately consider. Management will have broad discretion in its search for and negotiations with any potential business or business opportunity.
Sources of Business Opportunities
The Company 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. Because of the Company's lack of capital, it may not be able to retain a fee based professional firm specializing in business acquisitions and reorganizations. Rather, the Company will most likely have to rely on outside sources, not otherwise associated with the Company, that will accept their compensation only after the Company has finalized a successful acquisition or merger. To date, the Company has not engaged nor any prospective consultants for these purposes. The Company does not intend to restrict its search to any specific entered into any definitive agreements nor understandings regarding retention of any consultant to assist the Company in its search for business opportunities, nor is management presently in a position to actively seek or retain kind of industry or business. The Company 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 and development. Management cannot predict at this time the status or nature of any venture in which the Company may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Company 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.
Evaluation
Once the Company 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 analysis of potential business opportunities. However, because of the Company's lack of capital it may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. In evaluating such potential business opportunities, the Company will consider, to the extent relevant to the specific opportunity, several factors including potential benefits to the Company 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 the Company has not located or identified any specific business opportunity as of the date hereof, 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 the Company may involve new and untested products, processes or market strategies which may not ultimately prove successful.
Form of Potential Acquisition or Merger
Presently, the Company 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 the Company participates in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of the Company 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. The Company may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however.
Because of the Company's current status and recent inactive status for the prior sixteen years, and its concomitant lack of assets or relevant operating history, it is likely that any potential merger or acquisition with another operating business will require substantial dilution of the Company's existing shareholders. There will probably be a change in control of the Company, with the incoming owners of the targeted merger or acquisition candidate taking over control of the Company. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunity candidates, since this issue will depend to a large degree on the economic strength and desirability of each candidate, and correspondent ending relative bargaining power of the parties. However, management will endeavor to negotiate the best possible terms for the benefit of the Company's shareholders as the case arises.
Management does not have any plans to borrow funds to compensate any persons, consultants, promoters, or affiliates in conjunction with its efforts to find and acquire or merge with another business opportunity. Management does not have any plans to borrow funds to pay compensation to any prospective business opportunity, or shareholders, management, creditors, or other potential parties to the acquisition or merger. In either case, it is unlikely that the Company would be able to borrow significant funds for such purposes from any conventional lending sources. In all probability, a public sale of the Company's securities would also be unfeasible, and management does not contemplate any form of new public offering at this time. In the event that the Company does need to raise capital, it would most likely have to rely on the private sale of its securities. Such a private sale would to available exemptions, if any applies. However, no private sales are contemplated by the Company's management at this time. If a private sale of the Company's securities is deemed appropriate in the future, management will endeavor to acquire funds on the best terms available to the Company. However, there can be no assurance that the Company will be able to obtain funding when and if needed, or that such funding, if available, can be obtained on terms reasonable or acceptable to the Company.
Although not presently anticipated by management, there is a remote possibility that the Company might sell its securities to its management or affiliates.
In the event of a successful acquisition or merger, a finder's fee, in the form of cash or securities of the Company, may be paid to persons instrumental in facilitating the transaction. The Company has not established any criteria or limits for the determination of a finder's fee, although most likely an appropriate finder's fee will be negotiated between the parties, including the potential business opportunity candidate, based upon economic considerations and reasonable value as estimated and mutually agreed at that time. A finder's fee would only be payable upon completion of the proposed acquisition or merger in the normal case, and management does not contemplate any other arrangement at this time. Management has not actively undertaken a search for, nor retention of, any finder's fee arrangement with any person. It is possible that a potential merger or acquisition candidate would have its own finder's fee arrangement, or other similar business brokerage or investment banking arrangement, whereupon the terms may be governed by a pre-existing contract; in such case, the Company may be limited in its ability to affect the terms of compensation, but most likely the terms would be disclosed and subject to approval pursuant to submission of the proposed transaction to a vote of the Company's shareholders. Management cannot predict any other terms of a finder's fee arrangement at this time. It would be unlikely that a finder's fee payable to an affiliate of the Company would be proposed because of the potential conflict of interest issues. If such a fee arrangement was proposed, independent management and directors would negotiate the best terms available to the Company so as not to compromise the fiduciary duties of the affiliate in the proposed transaction, and the Company would require that the proposed arrangement would be submitted to the shareholders for prior ratification in an appropriate manner.
Rights of Shareholders
It is presently anticipated by management that prior to consummating a possible acquisition or merger, the Company will seek to have the transaction ratified by shareholders in the appropriate manner. Most likely, this would require a general or special shareholder's meeting called for such purpose, wherein all shareholder's would be entitled to vote in person or by proxy. In the notice of such a shareholder's meeting and proxy statement, the Company will provide shareholders complete disclosure documentation concerning a potential acquisition of merger candidate, including financial information about the target and all material terms of the acquisition or merger transaction.
Competition
Because the Company has not identified any potential acquisition or merger candidate, it is unable to evaluate the type and extent of its likely competition. The Company 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. The Company will be in direct competition with these other public companies in its search for business opportunities and, due to the Company's lack of funds, it may be difficult to successfully compete with these other companies.
As of the date hereof, the Company does not have any employees and has no plans for retaining employees until such time as the Company's business warrants the expense, or until the Company successfully acquires or merges with an operating business. The Company may find it necessary to periodically hire part-time clerical help on an as-needed basis.
Facilities
The Company is currently using as its principal place of business the offices of the Company's transfer agent located in Salt Lake City, Utah. Although the Company has no written agreement and pays no rent for the use of this facility, it is contemplated that at such future time as an acquisition or merger transaction may be completed, the Company will secure commercial office space from which it will conduct its business. Until such an acquisition or merger, the Company lacks any basis for determining the kinds of office space or other facilities necessary for its future business. The Company has no current plans to secure such commercial office space. It is also possible that a merger or acquisition candidate would have adequate existing facilities upon completion of such a transaction, and the Company's principal offices may be transferred to such existing facilities.
Industry Segments
No information is presented regarding industry segments. The Company is presently a development stage company seeking a potential acquisition of or merger with a yet to be identified business opportunity. Reference is made to the statements of income included herein in response to Part F/S of this Form 10-SB, for a report of the Company's operating history for the past two fiscal years.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
The Company is considered a development stage company with no assets or capital and with no operations or income since inception. The costs and expenses associated with the preparation and filing of this registration statement and other operations of the Company have been paid for by a capital contribution from a shareholder and officer of the Company, specifically Claudio Gianascio (see Item 4, Security Ownership of Certain Beneficial Owners and Management - Claudio Gianascio is the President, Secretary, Treasurer and sole Director of the Company). It is anticipated that the Company will not require additional capital to maintain the corporate viability of the Company. However, unless the Company is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a viable corporation.
In the opinion of management, inflation has not and will not have a material effect on the operations of the Company until such time as the Company successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Company as it relates to its business and operations following a successful acquisition or merger.
Plan of Operation
During the next twelve months, the Company will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. In its search for business opportunities, management will follow the procedures outlined in Item I above. Because the Company has limited funds, it may be necessary for the sole officer and director to either advance funds to the Company 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. Further, the Company's sole director will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide his remuneration. However, if the Company engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Company to attempt to raise additional funds.
As of the date hereof, the Company has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Company does need to raise capital most likely the only method available to the Company would be the private sale of its securities. Because of the nature of the Company as a development stage company, it is unlikely that 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 the Company will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Company.
The Company does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months.
ITEM 3. DESCRIPTION OF PROPERTY
The information required by this Item 3 is not applicable to this Form 10-SB due to the fact that the Company does not own or control any material property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, to the best knowledge of the Company
as of November 15, 1999, with respect to each person known by the Company to own
beneficially more than 5% of the Company's outstanding common stock, each
director of the Company and all directors and officers of the Company as a
group.
Name and Address Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
----------------- --------------------- ------------
Claudio Gianascio 700,000 50.18%
Corso Elvezia 4
Ch-6900 Lugano, Switzerland _______ ______
All Current Directors and
Officers as a Group 700,000 50.18%
------- ------
Darwin Long(1) 100,000 7.17%
7808 S. Dolphin Circle
Salt Lake City, Utah 84121
Jackie Hall(1) 80,000 5.74%
7808 S. Darwin Circle
Salt Lake City, Utah 84121
John Riche(2) 115,000 8.24%
6595 S.W. Cherry Hill Dr.
Beaverton, Oregon 97008
Vicki Riche(2) 110,000 7.89%
6595 S.W. Cherry Hill Dr.
Beaverton, Oregon 97008
(1) Darwin Long and Jackie Hall are husband and wife.
(2) John Riche and Vicki Riche are husband and wife.
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ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The Directors and Executive Officers of the Company are as follows:
POSITION
NAME AGE TITLE HELD SINCE
Claudio Gianascio 39 President/Secretary/
Treasurer/Director September 1, 1999
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All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. There are no agreements with respect to the election of directors. The Company has not compensated its directors for service on the Board of Directors or any committee thereof. As of the date hereof, no director has accrued any expenses or compensation. Officers are appointed annually by the Board of Directors and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time.
No director, Officer, affiliate or promoter of the Company has, within the past five years, filed any bankruptcy petition, been convicted in or been the subject of any pending criminal proceedings, or is any such person the subject or any order, judgment or decree involving the violation of any state or federal securities laws.
The business experience of each of the persons listed above during the past five years is as follows:
CLAUDIO GIANASCIO: SOLE DIRECTOR, PRESIDENT, SECRETARY, AND TREASURER
Mr. Gianascio is presently CEO and Chairman of the Board of Givigest Fiduciaria S.A., a Swiss financial services company he co-founded in 1990. He is also a board member of SCF Societa di Consulenza Finanziaria S.A., a Swiss private banking company; a board member of III Intermediazioni Immobiliari Internazionali S.A., a real estate company; and a board member of Zandano and Partners S.A., a Swiss financial consulting company. Mr. Gianascio holds a Master Degree in Economics which he received from the University of Geneva, Switzerland and is a licensed Fiduciario Finanziario within the state of Ticino, Switzerland. Prior to co-founding Givigest Fiduciaria S.A., Mr Gianascio was employed within the banking and financial industries by Union Bank of Switzerland, Manufacturers Hanover (Suisse) S.A., and Chemical Bank (Suisse) S.A
ITEM 6. EXECUTIVE COMPENSATION
The Company has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Company has not paid any salaries or other compensation to its officers, directors or employees for the years ended December 31, 1997 and 1998, nor at any time during 1999. Further, the Company has not entered into an employment agreement with any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Company's directors will defer any compensation until such time as an acquisition or merger can be accomplished and will strive to have the business opportunity provide their remuneration. As of the date hereof, no person has accrued any compensation from the Company.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In November of 1999, in a private transaction, the Company sold 700,000 shares to its sole officer and director, Claudio Gianascio in order to fund certain expenses of the Company and provide working capital. Aside from that transaction, during the Company's last two fiscal years, there have not been any transactions between the Company and any officer, director, nominee for election as director, or any shareholder owning greater than five percent (5%) of the Company's outstanding shares, nor any member of the above referenced individuals' immediate family.
ITEM 8. DESCRIPTION OF SECURITIES
Common Stock
The Company is authorized to issue 100,000,000 shares of common stock, Par Value $0.001, of which 1,394,950 shares are issued and outstanding as of the date hereof. All shares of common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of common stock entitles the holder thereof to (i) one non-cumulative vote for each share held of record on all matters submitted to a vote of the stockholders; (ii) to participate equally and to receive any and all such dividends as may be declared by the Board of Directors out of funds legally available therefor; and (iii) to participate pro rata in any distribution of assets available for distribution upon liquidation of the Company. Stockholders of the Company have no pre-emptive rights to acquire additional shares of common stock or any other securities. The common stock is not subject to redemption and carries no subscription or conversion rights. All outstanding shares of common stock are fully paid and non-assessable. Because of the fact that Claudio Gianascio, the Company's sole officer and director owns 700,000 (50.18%) of the outstanding shares of the Company at the present time, he has sufficient votes to elect all directors of the Company and approve or reject all propositions that might come before the shareholders at a shareholders' meeting.
Preferred Stock
The Company does not have any preferred stock, authorized or issued.
PART II
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER MATTERS
No shares of the Company's common stock have previously been registered with the Securities and Exchange Commission (the "Commission") or any state securities agency or authority. The Company's Common Stock is listed on the NASD OTC Bulletin Board under the symbol "ORNC".
Although there is a current bid price of $.03125 quoted on the OTC Bulletin Board, the Company is unaware of any currently quoted ask price. The Company is not aware of any established trading market for its common stock nor is there any record of any reported trades in the public market in recent years. The Company's common stock has never traded in a public market .
The Company's common shares are subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the 'Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g9(d)(1) incorporates the definition of penny stock as that used in Rule 3a5l-l of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a5l-l provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the Commission. If the Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of shareholders to sell their shares.
As of November 15, 1999 there were 35 holders of record of the Company's common stock. As of the date hereof, the Company has issued and outstanding 1,394,950 shares of common stock. Of this total, all shares, excepting those issued to the current officer in November of 1999, were issued in transactions more than two years ago. (A forward 10-for-1 stock split occurred on August 6, 1998, increasing the number of shares held by existing shareholders, which is not deemed a "new" issuance.) Thus, all but 700,000 shares were issued more than two years ago and may be sold or otherwise transferred without restriction pursuant to the terms of Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Act"), unless held by an affiliate or controlling shareholder of the Company. Of the outstanding shares, the Company has identified 700,000 shares as being held by affiliates of the Company. The remaining 694,950 shares are deemed free from restrictions and may be sold and/or transferred without further registration under the Act.
The 700,000 restricted shares presently held by affiliates or controlling shareholders of the Company have not been held for the requisite one year and therefore may not be sold pursuant to Rule 144. Once such shares or shares held by affiliates meet the minimum holding period, then, subject to the volume and other limitations set forth under Rule 144, they may be sold. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of the Company for at least one year, including any person who may be deemed to be an "affiliate" of the Company (as the term "affiliate" is defined under the Act), is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the Company's common stock during the four calendar weeks preceding such sale, or (ii) 1 % of the shares then outstanding. A person who is not deemed to be an "affiliate" of the Company and who has held restricted shares for at least three years would be entitled to sell such shares without regard to the resale limitations of Rule 144.
Dividend Policy
The Company has not declared or paid cash dividends or made distributions in the past, and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and reinvest future earnings, if any, to finance its operations.
ITEM 2. LEGAL PROCEEDINGS
The Company is currently not a party to any material pending legal proceedings and no such action by, or to the best of its knowledge, against the Company has been threatened.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
Item 3 is not applicable to this Form 10-SB.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
In November of 1999, the Company sold 700,000 shares of restricted common stock to Claudio Gianascio, the sole Director and Officer of the Company in an isolated transaction. The transaction is deemed exempt pursuant to Sections 4(2) and 4(6) of the Act.
All other issues of securities by the Company were made more than two years ago.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles and By-Laws provide for indemnification for liability, including expenses incurred in connection with a claim of liability arising from having been an officer or director of the Company for any action alleged to have been taken or omitted by any such person acting as an officer or director, not involving gross negligence or willful misconduct by such person.
Section 78.751 of the Nevada General Corporation Law allows the Company to indemnify any person who was or is threatened to made party to any threatened, pending, or completed action, suit or proceeding, by reason of the fact that he or she is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee, or agent of any corporation, partnership, joint venture, trust or other enterprise. The Company's By-Laws provide that such a person shall be indemnified and held harmless to the fullest extent provided by Nevada law.
Transfer Agent
The Company has designated Interwest Transfer Company, Inc., 1981 E. 4800 So., Suite 100, Salt Lake City, Utah 84117, (801) 272-9294 its transfer agent.
PART F/S
Financial Statements and Supplementary Data
The Company's audited financial statements for the years ended December 31, 1998, 1997, and the period October 19, 1988 (date of inception) to June 30, 1999, have been examined to the extent indicated in the reports by Andersen Andersen and Strong, L.C., Certified Public Accountants. These and the unaudited financial statements for the ten months ending October 31, 1999, and the period October 19, 1988 (date of inception) to October 31, 1999, have been prepared in accordance with generally accepted accounting principles and pursuant to Regulation S-B as promulgated by the Securities and Exchange Commission and are included herein, on the following thirteen (13) pages, in response to Part F/S of this Form 10-SB
PART III
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3(i) Articles of Incorporation
3(ii) Bylaws
4 Instruments defining rights of security holders, including
indentures.
None.
9 Voting Trust Agreement
None
10 Material Contracts
None
16 Letter re Change in Certifying Accountant
None
21 Subsidiaries of the Registrant
None
27 Financial Data Schedule
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CLAUDIO GIANASCIO.
(REGISTRANT)
/S/ CLAUDIO GIANASCIO
BY: _______________________
PRESIDENT AND DIRECTOR
DATED: 16TH DAY OF NOVEMBER, 1999.
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on the day of November 16, 1999.
/s/ Claudio Gianascio --------------------------------------- Sole Director, President, Secretary, and Treasurer |
ORANCO, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OCTOBER 31, 1999, DECEMBER 31, 1998, AND DECEMBER 31, 1997
[LETTERHEAD ANDERSEN ANDERSEN & STRONG]
Board of Directors
Oranco, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have compiled the accompanying balance sheet of Oranco, Inc. (a development stage Company) at October 31, 1999, December 31, 1998 and 1997 and the statements of operations, stockholders' equity, and cash flows for the ten months ended October 31, 1999 and the years ended December 31, 1998, 1997 and 1996 the period from June 16, 1977 (date of development stage) to October 31, 1999 in accordance with standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the working capital necessary for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 4. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG November 10, 1999 Salt Lake City, Utah |
ORANCO, INC.
BALANCE SHEETS
OCTOBER 31, 1999, DECEMBER 31, 1998 AND DECEMBER 31, 1997
OCT 31, DEC 31, DEC 31,
1999 1998 1997
----------- ----------- -----------
ASSETS
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . $ - $ - $ 7,710
----------- ----------- -----------
Total Current Assets. . . . . . . . $ - $ - $ 7,710
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . $ 1,300 $ - $ -
----------- ----------- -----------
Total Current Liabilities . . . . . . . . . 1,300 - -
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized,
at $0.001 par value; 694,950 shares
issued and outstanding. . . . . . . 695 695 695
Capital in excess of par value. . . . . . . 30,973 30,973 30,973
Accumulated deficit during
the development stage . . . . . . . . . . . (32,968) (31,668) (23,958)
----------- ----------- -----------
Total Stockholders' Equity. . . . . . . . . (1,300) - 7,710
----------- ----------- -----------
$ - $ - $ 7,710
=========== =========== ===========
|
The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF OPERATIONS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1999,
AND THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996,
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCTOBER 31, 1999
PERIOD
OCT 31, DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 1996 TO OCT 31, 1999
--------- ---------- --------- -------- -----------------
REVENUES. . . . . . $ - $ - $ - $ - $ -
EXPENSES. . . . . . 1,300 7,710 2,290 - 32,968
--------- ---------- --------- -------- -----------------
NET LOSS. . . . . . $ (1,300) $ (7,710) $ (2,290) $ - $ (32,968)
========= ========== ========= ========= ----------------
NET LOSS PER COMMON
SHARE
Basic . . . . . . . $ (.002) $ (.11) $ (.003)
--------- ---------- ---------
AVERAGE OUTSTANDING
SHARES
Basic . . . 694,950 694,950 694,950
--------- ========== =========
|
The accompanying notes are an integral part of these financial statements.
ORANCO, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCT 31, 1999
COMMON STOCK CAPITAL In
----------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ----------
BALANCE JUNE 16, 1977 (date of inception) . . - $ - $ - $ -
Issuance of common stock for cash at $.034 -
July 9, 1982. . . . . . . . . . . . . . . 231,300 231 7,594 -
Issuance of common stock for cash at $.079 -
November 12, 1982. . . . . . . . . . . . . 143,650 144 11,199 -
Issuance of common stock for cash at $.025
December 12, 1983 . . . . . . . . . . . . 40,000 40 960 -
Net operating loss for the year ended
December 31, 1983 . . . . . . . . . . . . - - - (20,168)
Issuance of common stock for cash at $.019
June 6, 1984 . . . . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1984 . . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.019
January 15, 1985 . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1985 . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.05 -
May 16, 1997 . . . . . . . . . . . . . . . 200,000 200 9,800 -
Net operating loss for the year ended
December 31, 1997. . . . . . . . . . . - - - (2,290)
BALANCE DECEMBER 31, 1997 . . . . . . . . . . 694,950 695 30,973 (23,958)
Net operating loss for the year ended
December 31, 1998 . . . . . . . . . . . . - - - (7,710)
------- ------- ---------- ----------
BALANCE DECEMBER 31, 1998. . . . . . . . . . 694,950 695 30,973 (31,668)
Net operating loss for the ten months
ended October 31, 1999. . . . . . . . . . - - - (1,300)
BALANCE OCTOBER 31, 1999. . . . . . . . . . . 694,950 $ 695 $ 30,973 $ (32,968)
======= ======= ========== ==========
|
The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF CASH FLOWS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1999,
AND THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCTOBER 31, 1999
PERIOD
OCT 31, DEC 31, DEC 31, DEC 31, JUN 16, 1977
1999 1998 1997 1996 TO OCT 31, 1999
--------- --------- --------- -------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . $ (1,300) $ (7,710) $ (2,290) $ - (32,968)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Change in accounts payable. 1,300 - - - 1,300
Net Cash Used in Operations. . . - (7,710) (2,290) - (31,668)
--------- --------- --------- -------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- - - - -
--------- --------- --------- -------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common
stock. . . . . . . . . . . . . . . . - - 10,000 - 31,668
Net Increase in Cash. . . . . . . . - (7,710) - - -
Cash at Beginning of Period. . . . . - 7,710 - - -
--------- --------- --------- -------- -----------------
Cash at End of Period. . . . . . . . $ - $ - $ 7,710 $ - $ -
========= ========= ========= ======== =================
|
The accompanying notes are an integral part of these financial statements.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on June 16, 1977 with authorized common stock of 100,000 shares at a par value of $0.25. On June 10, 1997 the authorized common stock was increased to 100,000,000 shares with a par value of $0.001 in connection with a forward stock split of ten shares for each outstanding share.
This report has been prepared showing after stock split shares with a par value of $0.001 from inception.
The Company has been in the business of the development of mineral deposits. During 1983 all activities were abandoned and the Company has remained inactive since that time.
The Company has been in the development stage since inception.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company recognizes income and expenses based on the accrual method of accounting.
The Company has not yet adopted a policy regarding payment of dividends.
On December 31, 1998, the Company had a net operating loss carry forward of $31,668. The tax benefit from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The loss carryover expires in the years from 1999 through 2019.
The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents.
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS - continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings (loss) per share amounts are computed based on the weighted average number of shares actually outstanding, after the stock split, in accordance with FASB statement number 128.
The carrying amounts of financial instruments, including accounts payable, is considered by management to be their estimated fair values. These values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 67% of the common stock issued by the Company.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company, however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term debt which will enable the Company to conduct operations for the coming year.
ORANCO, INC.
FINANCIAL STATEMENTS AND REPORT
OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
OCTOBER 31, 1999
[LETTERHEAD ANDERSEN ANDERSEN & STRONG]
Board of Directors
Oranco, Inc.
Salt Lake City, Utah
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have compiled the accompanying balance sheet of Oranco, Inc. (a development stage Company) at October 31, 1999 and the statements of operations, stockholders' equity, and cash flows for the ten months ended October 31, 1999 and the period from June 16, 1977 (date of development stage) to October 31, 1999 in accordance with standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or any other form of assurance on them.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company does not have the working capital necessary for its planned activity, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in Note 4. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ ANDERSEN ANDERSEN & STRONG November 10, 1999 Salt Lake City, Utah |
ORANCO, INC.
BALANCE SHEET
OCTOBER 31, 1999
ASSETS. . . . . . . . . . . . . . . . . . .
CURRENT ASSETS
Cash. . . . . . . . . . . . . . . . . . . . $ -
-----------
Total Current Assets. . . . . . . . $ -
===========
LIABILITIES AND STOCKHOLDERS'
EQUITY
CURRENT LIABILITIES
Accounts payable. . . . . . . . . . . . . . $ 1,300
-----------
Total Current Liabilities . . . . . . . . . 1,300
-----------
STOCKHOLDERS' EQUITY
Common stock
100,000,000 shares authorized,
at $0.001 par value; 694,950 shares
issued and outstanding. . . . . . . 695
Capital in excess of par value. . . . . . . 30,973
Accumulated deficit during
the development stage . . . . . . . . . . . (32,968)
-----------
Total Stockholders' Deficiency. . . . . . . (1.300)
-----------
$ -
===========
|
The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF OPERATIONS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1999,
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCTOBER 31, 1999
PERIOD
OCT 31, JUN 16, 1977
1999 TO OCT 31, 1999
--------- -----------------
REVENUES. . . . . . $ - $ -
EXPENSES. . . . . . 32,968
------------------
NET LOSS. . . . . . $ (1,300) $ (32,968)
========= -----------------
NET LOSS PER COMMON
SHARE
Basic . . . . . . . $ (.003)
---------
AVERAGE OUTSTANDING
SHARES
Basic . . . 694,950
---------
|
The accompanying notes are an integral part of these financial statements.
ORANCO, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCT 31, 1999
COMMON STOCK CAPITAL In
---------------- EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------- ------- ---------- ----------
BALANCE JUNE 16, 1977 (date of inception) . . - $ - $ - $ -
Issuance of common stock for cash at $.034 -
July 9, 1982. . . . . . . . . . . . . . . 231,300 231 7,594 -
Issuance of common stock for cash at $.079 -
November 12, 1982. . . . . . . . . . . . . 143,650 144 11,199 -
Issuance of common stock for cash at $.025
December 12, 1983 . . . . . . . . . . . . 40,000 40 960 -
Net operating loss for the year ended
December 31, 1983 . . . . . . . . . . . . - - - (20,168)
Issuance of common stock for cash at $.019
June 6, 1984 . . . . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1984 . . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.019
January 15, 1985 . . . . . . . . . . . . 40,000 40 710 -
Net operating loss for the year ended
December 31, 1985 . . . . . . . . . . . - - - (750)
Issuance of common stock for cash at $.05 -
May 16, 1997 . . . . . . . . . . . . . . . 200,000 200 9,800 -
Net operating loss for the year ended
December 31, 1997. . . . . . . . . . . - - - (2,290)
BALANCE DECEMBER 31, 1997 . . . . . . . . . . 694,950 695 30,973 (23,958)
Net operating loss for the year ended
December 31, 1998 . . . . . . . . . . . . - - - (7,710)
------- ------- ---------- ----------
BALANCE DECEMBER 31, 1998. . . . . . . . . . 694,950 695 30,973 (31,668)
Net operating loss for the ten months
ended October 31, 1999. . . . . . . . . . - - - (1,300)
BALANCE OCTOBER 31, 1999. . . . . . . . . . . 694,950 $ 695 $ 30,973 $ (32,968)
======= ======= ========== ==========
|
The accompanying notes are an integral part of these financial statements.
ORANCO INC.
STATEMENTS OF CASH FLOWS
FOR THE TEN MONTHS ENDED OCTOBER 31, 1999,
AND THE PERIOD FROM JUNE 16, 1977 (DATE OF INCEPTION) TO OCTOBER 31, 1999
PERIOD
OCT 31, JUN 16, 1977
1999 TO OCT 31, 1999
--------- -----------------
CASH FLOWS FROM
OPERATING ACTIVITIES
Net loss . . . . . . . . . . . . . . $ (1,300) (32,968)
Adjustments to reconcile net loss to
net cash provided by operating
activities
Change in accounts payable. 1,300 1,300
Net Cash Used in Operations. . . - (31,668)
--------- -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES
- -
--------- -----------------
CASH FLOWS FROM FINANCING
ACTIVITIES
Proceeds from issuance of common
stock. . . . . . . . . . . . . . . . - 31,668
Net Increase in Cash. . . . . . . . - -
Cash at Beginning of Period. . . . . - -
--------- -----------------
Cash at End of Period. . . . . . . . $ - $ -
========= =================
|
The accompanying notes are an integral part of these financial statements.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS
1. ORGANIZATION
The Company was incorporated under the laws of the state of Nevada on June 16, 1977 with authorized common stock of 100,000 shares at a par value of $0.25. On June 10, 1997 the authorized common stock was increased to 100,000,000 shares with a par value of $0.001 in connection with a forward stock split of ten shares for each outstanding share.
This report has been prepared showing after stock split shares with a par value of $0.001 from inception.
The Company has been in the business of the development of mineral deposits. During 1983 all activities were abandoned and the Company has remained inactive since that time.
The Company has been in the development stage since inception.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company recognizes income and expenses based on the accrual method of accounting.
The Company has not yet adopted a policy regarding payment of dividends.
On December 31, 1998, the Company had a net operating loss carry forward of $31,668. The tax benefit from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The loss carryover expires in the years from 1999 through 2019.
The Company considers all highly liquid instruments purchased with a maturity, at the time of purchase, of less than three months, to be cash equivalents.
Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing the financial statements.
ORANCO, INC.
NOTES TO FINANCIAL STATEMENTS - continued
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings (loss) per share amounts are computed based on the weighted average number of shares actually outstanding, after the stock split, in accordance with FASB statement number 128.
The carrying amounts of financial instruments, including accounts payable, are considered by management to be their estimated fair values. These values are not necessarily indicative of the amounts that the Company could realize in a current market exchange.
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 67% of the common stock issued by the Company.
4. GOING CONCERN
The Company intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company, however there is insufficient working capital for any future planned activity.
Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional equity funding and long term debt which will enable the Company to conduct operations for the coming year.
ARTICLES OF INCORPORATION
OF
ORANCO, INC.
For the purpose of forming this corporation under the laws of the State of Nevada, the undersigned incorporators hereby state:
ARTICLE FIRST
The name of the corporation is:
Oranco, Inc.
ARTICLE SECOND
The purpose for which the corporation is formed are:
(a) To engage in any lawful business activity from time to time
authorized by the board of directors of this corporation;
(b) To act as principal, agent, partner or joint venturer or in
any other legal capacity in any transaction;
(c) To do business anywhere in the world; and
(d) To have and exercise all rights and powers from time to time
granted to a corporation by law.
The above purpose clauses shall not be limited by reference to or inference from one another, but each purpose clause shall be construed as a separate statement conferring independent purposes and powers upon the corporation.
The duration of this corporation shall be perpetual.
ARTICLE THIRD
The county in the State of Nevada where the principal office for the transaction of the business of the corporation is located is the County of Clark, and the address of the principal office is: 3890 South Swenson, Suite 100, Las Vegas, Nevada 89109.
ARTICLE FOURTH
The number of directors of the corporation is three until changed by an amendment of these Articles of incorporation or a by-law duly adopted by the shareholders of the corporation.
ARTICLE FIFTH
The names and addresses of the persons who are appointed to act as first directors of the corporation, who are also the incorporators, are:
Joseph R. Laird, Jr. 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109 Kenneth J. Fisher 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109 Patricia J. Laird 3890 South Swenson, Suite 100 Las Vegas, Nevada 89109 |
ARTICLE SIXTH
The corporation is authorized to issue only one class of stock, which shall be designated Capital Stock.
The total number of shares of Capital Stock that the corporation is authorized to issue is 100,000 shares. The aggregate par value of all of said shares is $25,000.00, and the par value of each such share is $0.25.
IN WITNESS WHEREOF, the undersigned incorporators, who are also the first directors of the corporation, have executed these Articles of Incorporation on June 7, 1977.
/s/ Joseph R. Laird, Jr.
----------------------------
Joseph R. Laird, Jr.
/s/ Kenneth J. Fisher
------------------------
Kenneth J. Fisher
/s/ Patricia J. Laird
------------------------
Patricia J. Laird
|
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
|
On this 7th day of June, 1977, before me, the undersigned, a Notary Public in and for the said County and State, residing therein, duly commissioned and sworn, personally appeared Joseph R. Laird, Jr., Kenneth J. Fisher and Patricia J. Laird, known to me to be the persons whose names are subscribed to the within Articles of Incorporation, and acknowledged to me that they executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Seal /s/ K. Edward Smith
----------------------
Notary Public
|
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF ORANCO, INC.
We the undersigned, John Riche, President, Vicki Riche, Treasurer, and Deborah Schreib, Secretary of Oranco, Inc., do hereby certify:
That the Board of Directors of said corporation at a meeting duly convened, held on the 10th day of June, 1997 adopted a resolution to amend the original articles as follows:
ARTICLE IV WHICH PRESENTLY READS AS FOLLOWS:
The number of directors of the corporation is three until changed by an amendment of these Articles of Incorporation or a by-law duly adopted by the shareholders of the corporation.
IS HEREBY AMENDED TO READ AS FOLLOWS:
The Directors are hereby granted the authority to do any act on behalf Of the Corporation as may be allowed by law. Any action taken in good faith, Shall be deemed appropriate and in each instance where the Business Corporation Act provides that the Directors may act in certain instances where the Articles of Incorporation so authorize, such action by the Directors, shall be deemed to exist in these Articles and the authority granted by said Act shall be imputed hereto without the same specifically having been enumerated herein.
The Board of Directors may consist of from one (1) to nine (9) directors, as determined, from time to time, by the then existing Board of Directors.
ARTICLE VI WHICH PRESENTLY READS AS FOLLOWS:
The corporation is authorized to issue only one class of stock, which shall be designated Capital Stock.
The total number of shares of Capital Stock that the corporation is authorized to issue is 100,000 shares. The aggregate par value of all of said shares is $25,000.00, and the par value of each share is $.025.
IS HEREBY AMENDED TO READ AS FOLLOWS:
The total authorized capital stock of the Corporation is 100,000,000 shares of Common Stock, with a par value of $0.001 (1 mil). All stock when issued shall be deemed fully paid and non-assessable. No cumulative voting, on any matter to which Stockholders shall be entitled to vote, shall be allowed for any purpose.
The authorized stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall, from time to time, determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of the stock of this Corporation.
ARTICLE VII
COMMON DIRECTORS
As provided by Nevada Revised Statutes 78.140, without repeating the
section in full here, the same is adopted and no contract or other
transaction
between this Corporation and any of its officers, agents or directors shall be
deemed void or voidable solely for that reason. The balance of the provisions
of the code section cited, as it now exists, allowing such transactions, is
hereby incorporated into this Article as though more fully set-forth, and such
Article shall be read and interpreted to provide the greatest latitude in its
application.
ARTICLE VIII
LIABILITY OF DIRECTORS AND OFFICERS
No Director, Officer or Agent, to include counsel, shall be personally liable to the Corporation or its Stockholders for monetary damage for any breach or alleged breach of fiduciary or professional duty by such person acting in such capacity. It shall be presumed that in accepting the position as an Officer, Director, Agent or Counsel, said individual relied upon and acted in Reliance upon the terms and protections provided for by this Article. Notwithstanding the foregoing sentences, a person specifically covered by this Article, shall be liable to the extent provided by applicable law, for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or for the payment of dividends in violation of NRS 78.300.
ARTICLE IX
ELECTION REGARDING NRS 78.378-78.3793 AND 78.411-78.444
This Corporation shall NOT be governed by nor shall the provisions of NRS 78.378 through and including 78.3793 and NRS 78.411 through and including 78.444 in any way whatsoever affect the management, operation or be applied in this Corporation. This Articles may only be amended by a majority vote of not less that 90% of the then issued and outstanding shares of the Corporation. A quorum of outstanding shares for voting on an Amendment to this article shall not be met unless 95% or more of the issued and outstanding shares are present at a properly called and noticed meeting of the Stockholders. The super-majority set forth in this Article only applies to any attempted amendment to this Article.
/s/ John Riche _____________________________ John Riche President /s/ Vicki Riche _____________________________ Vicki Riche Treasurer /s/ Deborah Schreib _____________________________ Deborah Schreib Secretary |
State of Utah
County of Salt Lake
On June 10, 1997, personally appeared before me, a Notary Public, John Riche, Vicki Riche and Deborah Schreib who acknowledged that they executed the above instrument.
/s/ Jackie Long
NOTARY SEAL _____________________________
Notary Public
|
BY LAWS
OF
ORANCO, INC.
(A CORPORATION)
TABLE OF CONTENTS ARTICLE I 4 ---------- OFFICES 4 ------- Section 1: PRINCIPAL OFFICES 4 ------------------------------- Section 2: OTHER OFFICES 4 --------------------------- ARTICLE II 4 ----------- MEETINGS OF SHAREHOLDERS 4 -------------------------- Section 1:ANNUAL MEETING 4 -------------------------- Section 2. PLACE OF MEETINGS 5 -------------------------------- Section 3: SHAREHOLDER ACTION WITHOUT MEETING 5 -------------------------------------------------- Section 4:SPECIAL MEETINGS 5 ---------------------------- Section 5: NOTICE OF MEETINGS 5 --------------------------------- Section 6: WAIVER OF NOTICE 6 ------------------------------- Section 7: QUORUM 6 ------------------- Section 8: PROXIES 6 -------------------- Section 9: VOTING 6 ------------------- Section 10: LIST OF SHAREHOLDERS 6 ------------------------------------ Section 11: INSPECTORS 7 ------------------------ Section 12: ELECTION BY BALLOT 7 ---------------------------------- Section 13: ORDER OF BUSINESS 7 --------------------------------- ARTICLE III 8 ------------ BOARD OF DIRECTORS 8 -------------------- Section 1: GENERAL POWERS 8 ---------------------------- Section 2: ENUMERATION OF DIRECTOR'S POWER 8 ----------------------------------------------- Section 3: NUMBER, TENURE, QUALIFICATION AND ELECTIONS 9 ------------------------------------------------------------ Section 4: VACANCIES 9 ---------------------- Section 5: ANNUAL MEETING 9 ---------------------------- Section 6: NOTICE OF MEETINGS 10 --------------------------------- Section 7: PLACE OF MEETINGS AND MEETINGS BY TELEPHONE 10 -------------------------------------------------------------- Section 8: SPECIAL MEETINGS 10 ------------------------------ Section 9: MAJORITY OF QUORUM 10 --------------------------------- Section 10: TRANSACTIONS OF BOARD OF DIRECTORS 10 ---------------------------------------------------- Section 11: ADJOURNMENT 10 ------------------------- Section 12: CONDUCT OF MEETINGS 11 ----------------------------------- Section 13: ACTION WITHOUT MEETING 11 -------------------------------------- Section 14: FEES AND COMPENSATION OF DIRECTORS 11 ---------------------------------------------------- Section 15: APPROVAL OF BONUSES FOR DIRECTORS AND OFFICERS 11 ------------------------------------------------------------------ ARTICLE IV 12 ----------- OFFICERS 12 -------- Section 1: OFFICERS 12 --------------------- Section 2: ELECTION OF OFFICERS 12 ----------------------------------- Section 3: SUBORDINATE OFFICERS 12 ---------------------------------- Section 4: REMOVAL AND RESIGNATION OF OFFICERS 12 ---------------------------------------------------- Section 5: VACANCIES IN OFFICES 13 ----------------------------------- Section 6: PRESIDENT 13 ---------------------- Section 7: VICE PRESIDENT 13 ---------------------------- Section 8: SECRETARY 13 ---------------------- Section 9: CHIEF FINANCIAL OFFICER 13 -------------------------------------- ARTICLE V 14 ---------- INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS 14 ----------------------------------------------------------------- Section 1: AGENTS, PROCEEDINGS, AND EXPENSES 14 ------------------------------------------------- Section 2: ACTIONS OTHER THAN BY THE CORPORATION 15 ------------------------------------------------------- Section 3: ACTIONS BY THE CORPORATION 15 ------------------------------------------ Section 4: SUCCESSFUL DEFENSE BY AGENT 16 ------------------------------------------- Section 5: REQUIRED APPROVAL 16 ------------------------------- Section 6: ADVANCE OF EXPENSES 17 ---------------------------------- Section 7: OTHER CONTRACTUAL RIGHTS 17 --------------------------------------- Section 8: INSURANCE 17 ---------------------- Section 9: FIDUCIARIES OF CORPORATE EMPLOYEE BENEFIT PLAN 17 ---------------------------------------------------------------- ARTICLE VI 18 ----------- STOCK CERTIFICATES 18 ------------------- Section 1: FORM 18 ----------------- Section 2:TRANSFERS 18 -------------------- Section 3: LOST, DESTROYED, AND STOLEN CERTIFICATES 18 --------------------------------------------------------- ARTICLE VII 19 ------------ CORPORATE ACTIONS 19 ------------------ Section 1: CONTRACTS 19 ---------------------- Section 2: LOAN 19 ----------------- Section 3: CHECKS, DRAFTS, OR ORDERS 19 ----------------------------------------- Section 4: BANK DEPOSITS 19 --------------------------- ARTICLE III 20 ------------ MISCELLANEOUS 20 ------------- Section 1: INSPECTION OF CORPORATE RECORDS 20 ----------------------------------------------- Section 2: INSPECTION OF ARTICLES OF INCORPORATION AND BYLAWS 20 ---------------------------------------------------------------- Section 3: FISCAL YEAR 20 ------------------------- Section 4:CONSTRUCTION AND DEFINITION 21 ---------------------------------------- ARTICLE IX 21 ----------- AMENDMENTS TO BYLAWS 21 ---------------------- |
------
|
OFFICES
The Principal Office for the transaction of the business of the Corporation
is fixed and located at the residence of the President. The Board of Directors
may, from time to time, change the Principal Office from one location to another
as may be necessary.
The Secretary shall note any change of the location of the Principal Office on
these Bylaws contiguous this section, or this section may be amended to identify
the new location.
The Board of Directors may, at any time, establish branch or subordinate offices at any place or places.
MEETINGS OF SHAREHOLDERS
The annual meeting of shareholders shall be held on the last 1st day of
January of each year, beginning with the year 2000, at 12:00 , or at such other
date and time that shall be scheduled by the Board of Directors to the extent
that such scheduling is in compliance with the laws of the State of .
At this meeting, Directors shall be elected, and any other proper business
within the power of the shareholders may be transacted.
In the event that an annual meeting is not held in any year, the Board of
Directors, as then constituted, shall continue to perform their duties until
such annual or special meeting is properly called and they, or any of them, are
re-elected or replaced.
All annual shareholders meetings shall be held at the Corporation's
Principal Office, or at an alternate location selected by the Board of Directors
upon notification to the shareholders as required by Section 4 of these
Articles.
All other shareholders meetings shall be held either at the Principal Office or
any other place within or outside the State of that may be designated either by
the Board of Directors in accordance with these Bylaws, or by the written
consent of all persons entitled to vote at the meeting, given either before or
after the meeting and filed with the Secretary of the Corporation.
Pursuant to law, any action which could be taken at a meeting of the shareholders may be taken without a meeting if a written consent thereto is signed by shareholders holding at least a majority of the voting power of the Corporation, except that if a different proportion of voting power is required for such action at a meeting, then that proportion of written consent shall be required.
A special shareholders meeting, for any purpose whatsoever, may be called at any time by the President, any Vice-President, the Board of Directors, or one or more shareholders holding not less than one-tenth (1/10) of the voting power of the Corporation.
Written notices specifying the place, day, and hour of the meeting and, in
the case of a special meeting, the general nature of the business to be
transacted, shall be given not less than ten (10) days, nor more than fifty (50)
days before the date of the meeting.
Such notice must be given personally or by mail or by other means of written
communication, addressed to the shareholder at the address appearing on the
books of the Corporation, or given by the shareholder to the Corporation for the
purpose of notice.
If no such address appears, or is given by a shareholder of record entitled to
vote at the meeting, notice is given at the place where the Principal Executive
Office of the Corporation is located, or by publication at least once in a
newspaper of general circulation in the county where the Principal Executive
Office is located.
A shareholder may waive notice of any annual or special meeting by signing a written notice of waiver either before or after the date of such meeting.
The presence in person or by proxy of the holders of at least fifty-one
percent (51%) of the outstanding shares entitled to vote at any meeting of the
shareholders shall constitute a quorum for the transaction of business.
The shareholders present at a duly called or held meeting at which a quorum
is present may continue to do business until adjournment notwithstanding the
withdrawal of enough shareholders to leave less than a quorum; any action taken
(other than adjournment) shall be approved by at least a majority of the shares
required to constitute a quorum.
Every person entitled to vote at a shareholders' meeting of the Corporation, or entitled to execute written consent authorizing action in lieu of a meeting, may do so either in person, or by proxy, executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy.
Except as otherwise provided in the Articles of Incorporation, or by agreement, or by the general Corporation law, shareholders, at the close of business on the record date, are entitled to notice and to vote.
The Secretary shall prepare, at least ten (10) days before every meeting of
shareholders, a complete list of the shareholders entitled to vote at the
meeting, arranged in alphabetical order, showing the address of each
shareholder, for any purpose germane to the meeting.
This list shall be produced and kept at the time and place of the meeting
during the whole time thereof and may be inspected by any shareholder present.
At each meeting of shareholders, the Chairperson of the meeting may appoint one or more Inspectors of Voting whose duty it shall be to receive and count the ballots and make a written report showing the results of the balloting. The Secretary of the Corporation may perform this function.
Election for Directors need not be by ballot unless a shareholder demands election by ballot at the meeting and before the voting begins. The candidates receiving the highest number of votes, up to the number of directors to be elected, shall be elected. No cumulative voting shall be allowed.
The order of business at the annual meeting of the shareholders, insofar as possible, and at all other meetings of shareholders, shall be as follows:
1. Call to Order
2. Proof of Notice of Meeting
3. Reading and Disposing of any unapproved minutes
4. Reports of Officers
5. Reports of Committees
6. Election of Directors
7. Disposition of Unfinished Business
8. Disposition of New Business
9. Adjournment
BOARD OF DIRECTORS
Subject to the provisions of the Corporation Act, and any limitations in the Articles of Incorporation, and any limitations in the Articles of Incorporation and these Bylaws relating to actions required to be approved by the shareholders or by the outstanding shares, the business and affairs of the Corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the Board of Directors.
Without prejudice to these general rules, and subject to the same limitation, the Board of Directors shall have the power to:
1. Select and remove all officers, agents and employees of the Corporation; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and these Bylaws; fix their compensation; and require from them security for faithful service.
2. Change the Principal Executive Office or the Principal Business Office from one location to another; cause the Corporation to be qualified to do business in any other state, territory, dependency, or country, and conduct business within or outside the State of ; and designate any place within or outside the State of for the holding of any shareholders meeting or meetings, including Annual Meetings.
3. Adopt, make, or use a Corporate Seal; prescribe the forms of Certificates of Stock; and alter the form of the Seal and Certificate.
4. Authorize the issuance of shares of stock of the Corporation on any lawful terms, in consideration of moneys paid, labor done, services actually rendered, debts or securities cancelled, or tangible or intangible property actually received.
5. Engage in and/or adopt employment agreements, contracts, or other employment contracts with independent contractors, companies, government agencies, or individuals.
To the extent allowed by the Articles of Incorporation, the Board of
Directors shall be fixed from time to time by resolution of the Board, but shall
not be less than three (3), nor shall it exceed five (5). Directors need not be
shareholders of the Corporation.
The number of Directors may be increased beyond five (5) only by approval
of the outstanding shares of the Corporation.
The Directors of the Corporation shall be elected at the Annual Meeting of the
shareholders and shall serve until the next annual or special meeting is
properly called and they, or any of them, are re-elected and until their
successors have been elected and qualified.
A vacancy, or vacancies, on the Board of Directors shall be deemed to exist
in the event of the death, resignation, or removal of any Director, or if the
Board of Directors, by resolution, declares vacant that office of a Director who
has been declared of unsound mind by an order of court, or convicted of a
felony, or if the authorized number of Directors is increased, the shareholders
fail at any meeting of shareholders at which the Director or Directors are
elected, to elect the number of Directors to be voted for at that meeting.
Any Director may resign, effective immediately, upon giving written notice
to the Chairperson of the Board, the President, the Secretary, or the Board of
Directors, unless a notice specifies a later time for the resignation to become
effective.
If the resignation of a Director is effective at a future time, the Board
of Directors may elect a successor to take office when the resignation becomes
effective.
Vacancies on the Board of Directors may be filled by a majority of the
remaining Directors, whether or not less than a quorum, or by a sole remaining
Director, except that a vacancy created by the removal of a Director by the vote
or written consent of the shareholders, or by court order, may be filled only by
the vote or written consent of the shareholders or by court order may be filled
only by the vote of a majority of the shares entitled to vote represented at a
duly held meeting at which a quorum is present, or by the unanimous written
consent of the shareholders of the outstanding shares entitles to vote.
The shareholders may elect a Director or Directors at any time to fill any
vacancy or vacancies not filled by the Directors, but any such election by
written consent shall require the consent of a majority of the outstanding
shares entitled to vote, except that filling a vacancy created by a removal of a
Director shall require the written consent of the holders of all outstanding
shares entitled to vote.
Each Director so elected shall hold office until the next annual meeting of
the shareholders and until a successor has been elected and qualified.
Immediately following each annual meeting of shareholders, the Board of Directors may hold a regular meeting at the place that the annual meeting of shareholders was held or at any other place that shall have been designated by the Board of Directors for the purpose of organization, any desired election of officers, and the transaction of other business. Notice of these regular meetings shall not be required.
Notice need not be given of regular meetings of the Board of Directors, nor is it necessary to give notice of adjourned meetings. Notice of special meetings shall be in writing by mail at least four (4) days prior to the date of the meeting or forty-eight (48) hours' notice delivered personally.
Regular and special meetings of the Board of Directors may be held at any place within or outside the State of that has been designated, from time to time, by the Board. In the absence of such designation, meetings shall be held at the principal executive office of the Corporation. Any meeting, regular or special, may be held by conference in the meeting can hear one another, and all such Directors shall be present in person at the meeting.
The Chairperson of the Board, or the President, any Vice President, or the Secretary may call special meetings of the Board of Directors, for any purpose or purposes, at any time.
A majority of the authorized number of Directors constitutes a quorum of the Board for the transaction of business except as hereinafter provided.
Except as otherwise provided in the Articles or these Bylaws, or by law, every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present, is the act of the Board, provided, however, that any meeting at which a quorum was initially present may continue to transact business notwithstanding the withdrawal of Directors if any action taken is approved by a least a majority of the required quorum for such meeting.
A majority of Directors present at any meeting, whether or not a quorum is present, may adjourn the meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of the adjournment to another time and place must be given prior to the time of the adjourned meeting to the Directors who were present at the time of the adjournment.
The Chairperson of the Board, or if there is no such officer, the President, or in his or her absence, any Director selected by the Director present, shall preside at the meeting of the Board of Directors. The Secretary of the Corporation, or in the Secretary's absence any person appointed by the Presiding Officer, shall act as Secretary of the Board.
Any action required or permitted to be taken by the Board of Directors may
be taken without a meeting if all members of the Board shall individually or
collectively consent, in writing, to such action by unanimous vote of the Board
of Directors.
Such written consent (s) shall be filed with the minutes of the proceedings
of the Board.
Directors and members of committees may receive such compensation, if any,
for their services, and such reimbursement of expenses, as may be fixed or
determined by resolution of the Board of Directors.
Nothing herein contained shall be construed to preclude any Director from
serving the corporation in any other capacity as an officer, agent, employee, or
otherwise, and receiving compensation for such services.
No bonuses of share in the earnings or profits of the Corporation shall be paid to any of the Officers, Directors, or employees of the Corporation, except as approved by the Board of Directors.
OFFICERS
The Officers of the Corporation shall be a President, a Vice-President, a
Secretary, and a Chief Financial Officer (Treasurer).
The Corporation may also have, at the discretion of the Board of Directors,
a Chairman of the Board, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as may be appointed in accordance
with the provisions of Section 3 of this Article IV.
The same person, except the offices of President and Secretary, may hold any
number of offices.
The Officers of the Corporation, except such Officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV, shall be chosen by the Board of Directors, and each shall serve at the pleasure of the Board, subject to the rights, if any, of an Officer under any contract of employment.
The Board of Directors may appoint, and may empower the President to appoint, such other Officers as the business of the corporation may require. Each of them shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws, or as the Board of Directors may from time to time determine.
Subject to the rights, if any, of an Officer under a contract of
employment, any officer may be removed, either with or without cause, by the
Board of Directors, at any regular or special meeting of the Board, or, except
in case of an officer chosen by the Board of Directors.
Any Officer may resign at any time by giving written notice to the
Corporation. Any resignation shall take effect on the date of receipt of that
notice, or at any later time specified in that notice, unless otherwise
specified in that notice. Any resignation is without prejudice to the rights,
if any, of the corporation under any contract for which the officer is a party.
A vacancy in any office, because of death, resignation, removal, disqualification, or any other cause, shall be filled in the manner prescribed in these Bylaws for regular appointments to that office.
Subject to such powers, if any, as may be given by the Bylaws or Board of
Directors to other officers of the Corporation, the President shall be the
General Manager and Chief Executive Officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction, and control of the business and the officers of the Corporation.
He shall have the general powers and duties of management usually vested in
the officer of President of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the Bylaws.
In the absence or disability of the President, the Vice-President
designated by the Board of Directors shall perform all the duties of the
President, and when so acting shall have all the powers of, and be subject to
all of the restrictions upon, the President.
The sole duty of the Vice-President of this Corporation shall be to
function as a representative of the President in such case as the President may
be absent or disabled. The Vice-President may, when not acting in the
representative capacity of the President, hold other positions and be assigned
other duties within the Corporation.
The Secretary shall keep or cause to be kept, at the principal executive
office or such other place as the Board of Directors may direct, a book of
minutes of all meetings and actions of Directors, committees of Directors and
shareholders, with the time and place of holding, whether regular or special,
and, if special, how authorized, the notice given, the names of those present at
Director meetings or committee meetings, the number of shares present or
represented at shareholders meetings, and the proceedings.
The Secretary shall keep, or cause to be kept, at the Principal Executive
Office or at the office of the Corporation, and shall give, or cause to be
given, notice of all meetings of the shareholders, of the Board of Directors,
and of committees of the Board of Directors required by the Bylaws or by law to
be given.
The Secretary shall keep the seal of the Corporation, if one is adopted, in safe
custody, and shall have such other powers and perform such other duties as may
be prescribed by the Board of Directors or by the Bylaws.
The Chief Financial Officer (Treasurer) shall keep and maintain, or cause
to be kept and maintained, adequate and correct books and records of accounts of
the properties and business transactions of the Corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares. The book of accounts shall at all reasonable
times be opened to inspection by any Director.
The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
Corporation as may be ordered by the Board of Directors, shall render to the
President and Directors, whenever they request it, an account of all of his
transactions as Chief Financial Officer and of the financial condition of the
Corporation, and shall have other powers and perform other such duties as may be
prescribed by the Board of Directors or the Bylaws.
INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS
For the purpose of this Article, "agent" means any person who is, or was, a Director, Officer, employee, or other agent of this Corporation, or is, or was, serving at the request of this Corporation as a Director, Officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee, or agent of a foreign or domestic corporation which was a predecessor corporation of this corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, or investigative; and "expenses" includes, without imitation, attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5 of this Article.
This Corporation shall defend and indemnify any person who was or is a
party, or is threatened to be made a party, to any proceeding (other than an
action by or in the right of this Corporation) by reason of the fact that such
person is or a was an agent of this Corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with such proceeding if that person acted in good faith and in a
manner that that person reasonably believed to be in the best interests if this
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of that person was unlawful.
The termination of any proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere, or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which the person reasonably believed to be in the best interest of this
Corporation or that the person had reasonable cause to believe that the person's
conduct was lawful.
This Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this Corporation to procure a judgment in its favor by reason of the fact that said person is or was an agent, counsel to the Corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of that action if that person acted in good faith, in a manner that that person believed to be in the best interests of this Corporation and with such care, including reasonably inquiry, that such action would not be deemed grossly negligent on the part of such agent ( for the purposes of this Article V, the term "agent" shall mean and include all officers, directors, counsel, and employees). Indemnification shall be available under this Section 3, conditioned only upon the following:
(a) In respect of any claim, issue or matter as to which that person may be
liable to this Corporation, the duty and obligation of the Corporation to defend
and indemnify such agent shall be absolute unless and only to the extent that
the court in which that action was brought shall determine, upon application,
that in view of all the circumstances of the case, said person acted with
reckless disregard equated to gross negligence with regard to the specific
claims made against said person;
(b)
The indemnification provisions set-forth herein are to be interpreted as broadly as possible in their application to any Officer, Director, Counsel or Agent of the Corporation, to include accountants and counsel for the Corporation. Such interpretation shall treat these provisions as continuing contractual obligations of the Corporation and subsequent modification shall not limit the effect of these provisions as applied to the covered classes, who were so covered, at any time following adoption hereof.
To the extent that an agent of this Corporation has been successful on the
merits, or otherwise in defense of any proceeding referred to in Section 2 or 3
of this Article, or in defense of any claim, issue, or matter therein, the agent
shall be indemnified against expenses actually and reasonably incurred by the
agent in connection therewith.
An agent shall be deemed successful if the Court fails to make a specific
finding regarding the degree of fault as set forth in Section 3, hereinabove.
Except as provided in Section 4 of this Article, any indemnification under this Article shall be made by this Corporation only if authorized in the specific case on a determination that indemnification of the agent is proper in the circumstances because the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3 of this Article, by:
(a) A majority vote of a quorum consisting of Directors who are not parties to the proceeding;
(b) Approval by the affirmative vote of a majority of the shares of this Corporation entitled to vote represented at a duly held meeting at which a quorum is present or by written consent of holders of a majority of the outstanding shares entitled to vote; or
(c) The court in which the proceeding is or was pending, on application made by this Corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by this Corporation.
Expenses incurred in defending any proceeding may be advanced by this Corporation before the final disposition of the proceeding on receipt of an understanding by or on behalf of the agent to repay the amount of the advance unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
Nothing contained in this Article shall affect any right to indemnification to which persons other than Directors and Officers of this Corporation, or any subsidiary hereof, may be entitled to contract or otherwise.
Upon, and in the event of, a determination by the Board of Directors of this Corporation to purchase such insurance, this Corporation shall purchase and maintain insurance on behalf of any agent of the Corporation against any liability asserted against, or incurred by, the agent in such capacity, or arising out of the agent's status as such, whether or not this corporation would have the power to indemnify the agent against that liability under the provisions of this section.
This Article does not apply to any proceeding against any trustee,
investment manager, or other fiduciary of any employee benefit plan in that
person's capacity as such, even though that person may also be an agent of the
Corporation as defined in Section 2 of this Article.
Nothing contained in this Article shall limit any right to indemnification
to which such trustee, investment manager, or other fiduciary may be entitled by
contract or otherwise, which shall be enforceable to the extent permitted by
applicable law other than this Article.
STOCK CERTIFICATES
The shares of the Corporation shall be represented by certificates signed by the President or Vice President, and the Chief Financial Officer or the Secretary of the Corporation. Any or all of such signatures may be facsimiles, if countersigned by a transfer agent, or registered by a registrar, other than the Corporation itself or an employee of the Corporation. Each such certificate shall also state:
(a) The name of the record holder of the shares represented by such certificate;
(b) The number of shares represented thereby;
(c) A designation of any class or series of which such shares are a part;
(d) The current share par value;
(e) That the corporation is organized under the laws of the State of .
(f) Any restrictions applicable to the shares shall be so designated on the face thereof.
Transfer of shares of the Corporation shall be made in the manner set forth in the Uniform Commercial Code. The Corporation shall maintain stock transfer books, and any transfers shall be registered thereon only on request and surrender of the stock certificate representing the transferred shares, duly endorsed; if transfer is by Power of Attorney, the Power of Attorney shall be deposited with the Secretary of the Corporation or with the designated Transfer Agency.
CORPORATE ACTIONS
The Board of Directors may authorize any officer or officers, or any agent or agents of the Corporation, to enter into any contract or to 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.
The Corporation shall make no loan to its officers or Directors, and the
Corporation, secured by its shares, shall make no loan.
No loan shall be made or contracted on behalf of the Corporation and no
evidences of indebtedness shall be issued in its name unless authorized by
resolution of the Board of Directors.
Such authority may be general or confined to specific instances.
All checks, drafts, or other orders for the payment of money by or to the Corporation, and all notes and other evidence 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 be determined by resolution of the Board of Directors.
All funds of the Corporation and otherwise employed, shall be deposited to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
MISCELLANEOUS
Any information storage device, if readily convertible into legible form,
may keep the stock ledger and minute books. Any shareholder of record, in
person or by an attorney or agent who presents proof of such position with
guaranteed signature on such proof, may, upon written demand under oath, stating
purpose, inspect for any proper purpose, the stock ledger, list of shareholders
and make written extracts of the same.
Such extracts shall be made in writing by the individual preparing or
requesting such inspection, and such inspection shall be during normal business
hours and shall not be made without at least five (5) business days written
notice thereof. Such notice, to be effective, must be received not at least
five (5) business days prior to the proposed inspection date; a signed receipt
from the US Postal Service shall be proof of such notice and the date of
receipt.
The original or a copy of the Articles of Incorporation and Bylaws of the Corporation, as amended or otherwise altered to date, and certified by the Secretary of the Corporation, shall at all times be kept at the Principal Executive Office of the Corporation. Such Articles and Bylaws shall be open for inspection to all shareholders of record or holders of voting trust certificates at all reasonable times during the business hours of the Corporation.
The fiscal year of the Corporation shall begin on the first day of January of each year and end at midnight on the last day of December of the same year or as otherwise determined by the Board of Directors.
Unless the context requires otherwise, the general provisions, rules of construction, and definitions contained in the applicable Statutes that shall govern the construction of these Bylaws.
Without limiting the foregoing, the masculine gender, where used, includes the feminine and neuter, the singular number includes the plural, and the plural number includes the singular, "shall" is mandatory and "may" is permissive; and "person" includes the Corporation as well as a natural person.
AMENDMENTS TO BYLAWS
These Bylaws may be amended at any time by a majority vote of the Board of Directors or by a majority vote of the outstanding shares held by the shareholders of the corporation.
| ARTICLE 5 |
| MULTIPLIER: 1 |
| PERIOD TYPE | 12 MOS |
| FISCAL YEAR END | DEC 31 1997 |
| PERIOD START | JAN 01 1997 |
| PERIOD END | DEC 31 1997 |
| CASH | 7710 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 7710 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 7710 |
| CURRENT LIABILITIES | 0 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 695 |
| OTHER SE | 7015 |
| TOTAL LIABILITY AND EQUITY | 7710 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 2290 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | (2290) |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | (2290) |
| EPS BASIC | (.003) |
| EPS DILUTED | 0 |
| ARTICLE 5 |
| MULTIPLIER: 1 |
| PERIOD TYPE | 12 MOS |
| FISCAL YEAR END | DEC 31 1998 |
| PERIOD START | JAN 01 1998 |
| PERIOD END | DEC 31 1998 |
| CASH | 0 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 0 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 0 |
| CURRENT LIABILITIES | 0 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 695 |
| OTHER SE | (695) |
| TOTAL LIABILITY AND EQUITY | 0 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 7710 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | (7710) |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | (7710) |
| EPS BASIC | (.11) |
| EPS DILUTED | 0 |
| ARTICLE 5 |
| MULTIPLIER: 1 |
| PERIOD TYPE | 10 MOS |
| FISCAL YEAR END | DEC 31 1999 |
| PERIOD START | JAN 01 1999 |
| PERIOD END | OCT 31 1999 |
| CASH | 0 |
| SECURITIES | 0 |
| RECEIVABLES | 0 |
| ALLOWANCES | 0 |
| INVENTORY | 0 |
| CURRENT ASSETS | 0 |
| PP&E | 0 |
| DEPRECIATION | 0 |
| TOTAL ASSETS | 0 |
| CURRENT LIABILITIES | 1300 |
| BONDS | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 695 |
| OTHER SE | (1995) |
| TOTAL LIABILITY AND EQUITY | 0 |
| SALES | 0 |
| TOTAL REVENUES | 0 |
| CGS | 0 |
| TOTAL COSTS | 0 |
| OTHER EXPENSES | 1300 |
| LOSS PROVISION | 0 |
| INTEREST EXPENSE | 0 |
| INCOME PRETAX | (1300) |
| INCOME TAX | 0 |
| INCOME CONTINUING | 0 |
| DISCONTINUED | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | (1300) |
| EPS BASIC | (.003) |
| EPS DILUTED | 0 |