Date Filed: June 28, 2002 SEC File No. _________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
OCIS Corp.
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(Name of small business issuer in its Charter)
Nevada 26-0014658
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(State or jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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5084
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(Primary Standard Industrial Classification Code Number)
Copies to: Registered Agent:
Victor D. Schwarz, Esq. Kirk Blosch, President
Victor D. Schwarz, LLC OCIS Corp.
4764 South 900 East, Suite 3(A) 2081 South Lakeline Drive
Salt Lake City, Utah 84117 Salt Lake City, Utah 84109
Phone: (801) 270-0930 Phone: (801) 467-4566
Fax: (801) 685-0949 Fax: (801) 487-4566
------------------------------------
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
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Approximate date of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X]
The Registrant hereby amends this registration statement on such dates as may
be necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said section
8(a), may determine.
Table of Contents
Pursuant to Item 502(f) of Regulation S-B
Section Page
------- ----
PROSPECTUS SUMMARY ............................................... 5
SUMMARY FINANCIAL INFORMATION..................................... 6
RISK FACTORS ..................................................... 7
Risk Factors Relating to the Business of the Company ........ 7
Risk Factors Relating to the Offering........................ 8
DILUTION ......................................................... 10
COMPARATIVE DATA ................................................. 10
PLAN OF DISTRIBUTION ............................................. 11
USE OF PROCEEDS .................................................. 12
DESCRIPTION OF BUSINESS .......................................... 13
Organization and Corporate History .......................... 13
Business in General ......................................... 13
Products and Services ....................................... 14
Marketing and Distribution .................................. 14
Competition ................................................. 15
Plan of Operation ........................................... 15
Manufacturing, Supplies, and Quality Control ................ 16
Domain Names and Copyrights ................................. 16
Research and Development .................................... 16
Regulation and Environmental Compliance ..................... 17
Employees ................................................... 17
DESCRIPTION OF PROPERTY .......................................... 17
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES ......... 17
REMUNERATION OF OFFICERS AND DIRECTORS ........................... 18
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS ......... 19
PRINCIPAL SHAREHOLDERS ........................................... 20
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS ........ 21
DESCRIPTION OF CAPITAL STOCK ..................................... 22
LITIGATION ....................................................... 23
LEGALITY OF SHARES ............................................... 24
EXPERTS .......................................................... 24
ADDITIONAL INFORMATION ........................................... 24
INDEX TO FINANCIAL STATEMENTS .................................... 25
FINANCIAL STATEMENTS ............................................. F-1
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[FRONT COVER PAGE]
SUBJECT TO COMPLETION -- DATED JUNE 27, 2002
OCIS Corp.
Shares of Common Stock
$0.25 per share
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This Prospectus relates to the public offering for cash by OCIS Corp., of a minimum of 300,000 and a maximum of 600,000 shares of common stock. This is our first sale of shares of common stock to investors outside of our three initial shareholders. There is no public market for the common stock, and there is no assurance that one will develop following the offering described in this Prospectus. See MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS beginning on page 19.
We are offering the common stock subject to the subscription and payment
of a minimum of 300,000 shares during an offering period of 120 days from
[insert effective date]. We reserve the right to close the Offering upon the
sale of the minimum number of shares. See PLAN OF DISTRIBUTION beginning on
page 11.
At the date of this Prospectus, Brent W. Schlesinger, Kirk Blosch and Jeff Holmes, our officers, are the sole persons acting as a sales agents and will not be paid any commission on the sale of the common stock.
The proceeds from the offering, after the deduction of expenses, will be used to purchase additional inventory, pay existing obligations and for working capital. See USE OF PROCEEDS beginning on page 12.
All funds collected from the sale of the common stock will be deposited in an escrow account with Escrow Specialists, an unaffiliated escrow company in Ogden, Utah, which will be our escrow agent. If the minimum 300,000 shares are not sold and paid for during the offering period, all funds will be promptly returned to subscribers in full, without paying interest or deducting expenses. All subscribers' checks should be made payable to "ESCROW SPECIALISTS-OCIS Corp., Escrow Account."
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK, INCLUDING IMMEDIATE AND SUBSTANTIAL DILUTION FROM THE PUBLIC OFFERING PRICE. YOU SHOULD CAREFULLY READ AND CONSIDER THE SECTIONS ENTITLED "RISK FACTORS" BEGINNING AT PAGE 7 AND "DILUTION" BEGINNING AT PAGE 10.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THE PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 2002
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed information and the financial statements and notes thereto appearing elsewhere in this Prospectus.
Business description ............ OCIS Corp. was organized to take advantage
of the market for used equipment,
particularly warehouse and office
equipment. OCIS purchases used equipment
from distressed businesses or from business
which are upgrading and then resells the
equipment to other businesses.
Contact information ............. OCIS Corp.
Attn.: Brent W. Schlesinger, President
2081 South Lakeline Drive,
Salt Lake City, Utah 84109
Phone: (801) 467-4566
Fax: (603) 487-4566
Securities Offered .............. 600,000 shares of Common Stock, par value
$0.001 per share. See DESCRIPTION OF
CAPITAL STOCK.
Shares of Common Stock Outstanding
Prior to the Offering .......... Common Stock: 600,000
Shares of Common Stock Outstanding
After the Offering ............. Common Stock: 900,000 (Minimum)
1,200,000 (Maximum)
Offering Price Per Share ........ $0.25
Estimated Proceeds After
Offering Expenses .............. $ 50,000, minimum after $25,000 expenses
$125,000, maximum after $25,000 expenses
Use of Proceeds ................. Proceeds will be used to pay existing
obligations, fund inventory purchases and
working capital. See USE OF PROCEEDS.
Risk Factors .................... We need money for operations. We have only
limited revenue revenues, and we do not
know how soon we will be able to generate
sufficient revenues to fund operations
and to purchase additional inventory
Our business success is dependent on the
business acumen of our president, and our
ability to purchase merchandise at
distressed prices and resell the inventory
at higher prices. We operate in an
extremely competitive environment and often
profit margins are relatively small. You
may not be able to sell your shares if no
public market develops, or only sell at a
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loss if the market price is low. Even
after this offering, current management
owns enough shares to most likely control
our business activities and actions without
shareholder input or consent.
Proposed OTC Bulletin
Board Symbol ................... Common Stock: "OCIS" (See "MARKET FOR
COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS.")
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Subscription payments will only be released from the escrow account if the minimum number of Shares is sold or for the purpose of refunding subscription payments to the subscribers. Subscribers will not have the use or right to return of such funds during the escrow period, which may last as long as 120 days from the effective date of this Prospectus. If the offering is terminated before the minimum number of Shares is sold, subscription payments will be refunded in full to subscribers, without paying interest or deducting expenses, by mailing refund checks within two business days of the termination of the offering.
If the minimum offering is sold within the specified period, the net proceeds from subscribers will be disbursed to OCIS. Shares will be issued and mailed to subscribers within one week of the disbursement of the minimum net proceeds to OCIS, or within one week of the receipt by OCIS of additional subscription payments once the minimum has been met.
SUMMARY FINANCIAL INFORMATION
The following table shows selected summarized financial data for OCIS at the dates and for the periods indicated. The data should be read in conjunction with the financial statements and notes included in this Prospectus beginning on page F-6.
STATEMENT OF OPERATIONS DATA:
----------------------------- From Inception
(February 6, 2002)
to March 31, 2002
----------------------
Revenues ........................ $ -0-
Expenses ........................ $ 3,058
Net (Loss)....................... $ (3,281)
Basic (Loss) per Share .......... $ (0.01)
Weighted Average Number
of Shares Outstanding.......... 600,000
Actual as of
March 31, 2002
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BALANCE SHEET DATA:
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Total Current Assets............. $ 54,801
Total Assets..................... $ 54,801
Total Current Liabilities ....... $ 43,082
Working Capital ................. $ 11,719
Shareholders' Equity ............ $ 11,719
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RISK FACTORS
THE PURCHASE OF OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. BEFORE INVESTING, YOU SHOULD CONSIDER THE NEGATIVE IMPLICATIONS OF ALL THE MATERIAL IN THIS PROSPECTUS INCLUDING THE FOLLOWING RISK FACTORS.
RISK FACTORS RELATING TO THE BUSINESS OF THE COMPANY
instance, we may discover that our initial inventory cannot be sold, or takes longer to sell than anticipated. We do not know if any additional funds will be available from any source or, if available, whether sufficient funds will be available to last until our revenues support our business operations. It is likely any additional capital raised would dilute investors percentage of ownership in this offering.
RISK FACTORS RELATING TO THE OFFERING
or if the future market price is low, you may be unable to sell your shares or may only be able to sell at a loss. Investors in this offering should consider any investment in shares of our common stock as an illiquid, long term investment. See PLAN OF DISTRIBUTION and MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
$200,000 or $300,000 jointly with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written agreement to the transaction prior to the sale. These limitations make it difficult for broker dealers to sell penny stocks and most will not recommend a penny stock or sell a penny stock except to long term customers who are accredited investors. Because of these limitations many brokers do not follow penny stock or recommend them to clients. Consequently, the penny stock rules may affect the ability of broker-dealers to sell our common stock and also may affect the ability of persons acquiring our common stock to resell such securities in any trading market that may develop. If brokers do not recommend OCIS to their clients, it may be difficult to establish a market for the securities or to develop a wide spread shareholder base. Therefore, an investor trying to resell our shares may have difficulty because there may be little demand for our shares and even small share sales may result in a reduction in our share price.
DILUTION
At March 31, 2002, OCIS had a net tangible book value, total tangible assets less total liabilities, of $11,719. The following table sets forth the dilution to persons purchasing common stock in this Offering without taking into account any changes in OCIS' net tangible book value after March 31, 2002, except the sale of the minimum and maximum shares of common stock offered at the public offering price and receipt of the minimum $75,000 and the maximum $150,000, gross proceeds therefrom. The net tangible book value per share is determined by subtracting total liabilities from the tangible assets of OCIS divided by the total number of shares of common stock outstanding.
Minimum Maximum
Shares Shares
Sold Sold
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Shares Outstanding 900,000 1,200,000
Public offering price per share $ 0.25 $ 0.25
Net tangible book value per share
before this offering $ 0.02
Adjusted net tangible book value per
share after this offering $ 0.10 $ 0.13
Increase per share attributable to
to new investors $ 0.08 $ 0.11
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Dilution per share to new investors $ 0.15 $ 0.12
COMPARATIVE DATA
The following chart illustrates the percentage of ownership in OCIS held by the present Shareholder, by the public investors that purchase the minimum and
maximum number of shares of common stock in this Offering, and a comparison of the relative money invested by the present Shareholder of OCIS and by the public investors in this Offering.
Total Total
Shares Purchased Consideration Average
---------------- ---------------- Price
Number % Amount % Per Share
---------------- ---------------- ---------
Minimum Offering
Present Shareholder 600,000 66.67 $ 30,000 28.57 $ 0.05
New Investors 300,000 33.33 $ 75,000 71.43 $ 0.25
Maximum Offering
Present Shareholder 600,000 50.00 $ 30,000 16.67 $ 0.05
New Investors 600,000 50.00 $150,000 83.33 $ 0.25
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Total consideration for present shareholders is based on the total cash and promissory notes contributed by the existing shareholder. Total consideration for new investors is based on estimated gross proceeds from the offering. Average price per share for existing shareholders is determined by dividing the number of shares of common stock outstanding at March 31, 2002, into the total consideration paid.
PLAN OF DISTRIBUTION
OCIS will sell up to 600,000 shares of common stock to the public on a "best efforts, 300,000 shares minimum, 600,000 shares maximum" basis. If OCIS fails to sell the minimum number of shares of common stock within the Offering Period, ____________, 2002, (120 days from the effective date of this Prospectus), the offering will be terminated. In the event of such termination, subscription payments will be refunded in full to subscribers, without paying interest or deducting expenses, by mailing refund checks within two business days of the termination of the offering.
All subscription payments should be made payable to "Escrow Specialists-OCIS Corp., Escrow Account." Escrow Specialists is a private Ogden, Utah company unrelated to OCIS or our management, which will act as OCIS's escrow agent for this offering. OCIS will deposit subscription payments no later than noon of the next business day following receipt in the escrow account maintained by Escrow Specialists, as escrow agent, pending the sale of the minimum number of shares of common stock within the offering period.
Subscription payments will only be released from the escrow account if the minimum number of shares is sold or for the purpose of refunding subscription payments to the subscribers. Subscribers will not have the use or right to return of such funds during the escrow period, which may last as long as 120 days from the effective date of this Prospectus.
If the minimum is sold within the specified period, the net proceeds from subscribers will be disbursed to OCIS. Shares will be issued and mailed to subscribers within one week of the disbursement of the net proceeds to OCIS, or within one week of the receipt by OCIS of additional subscription payments once the minimum has been met.
Any changes in the offering's material terms after the registration statement's effectiveness will terminate the offering and entitle subscribers to a refund. Material changes include an extension of the offering period, a change in the offering price, the addition of a minimum purchase requirement, a change in the amount of proceeds necessary to release the funds in escrow, or a change in the estimates for application of the proceeds.
The common stock is being offered by Brent Schlesinger, Jeff Holmes and Kirk Blosch, the officers and directors of OCIS. No commissions will be paid on sales made by our officers and directors. Neither OCIS, its affiliates, or anyone involved in the marketing of the stock have reserved the right to purchase shares in order to reach the minimum sales threshold. Officers and directors of OCIS may purchase additional shares in the offering but none are required to do so. The officers and directors may purchase the shares in an effort to reach the minimum subscription amount of 300,000 shares.
USE OF PROCEEDS
The gross proceeds to be received by OCIS from the sale of the minimum and the maximum number of shares of common stock are estimated at approximately $75,000 and $150,000, respectively. Cost of the offering are estimated at $25,000. It is anticipated that during the 12 month period following the Offering, OCIS intends to use the proceeds from the Offering in the following general amounts and order of priority. The allocation of proceeds is based on OCIS's estimates.
Minimum Maximum
ITEM Amount % Amount %
---------------------------------- ---------- ----- ---------- -----
Purchase of Inventory $ -0- -0- $ 25,000 20.0
Payment of Debt 40,000 80.0 43,750 35.0
Legal Expenses 5,000 10.0 12,500 10.0
Accounting 2,500 5.0 12,500 10.0
Marketing and Sales Development -0- -0- 6,250 5.0
Working Capital 2,500 5.0 25,000 20.0
---------- ----- ---------- -----
TOTAL NET PROCEEDS $ 50,000 100.0 $ 125,000 100.0
========== ===== ========== =====
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It is anticipated that the amounts listed under Working Capital will be used primarily for the expenses associated with marketing and operational needs.
The amounts set forth merely indicate the general application of net proceeds of the Offering. Actual expenditures relating to the development of OCIS's business may differ from the estimates depending on available products and the general market for used equipment. OCIS recognizes that such proceeds may be insufficient to enable OCIS to fully exploit its business plan and objectives and OCIS may have to seek additional financing through loans, the sale of additional securities, or other financing arrangements. No such arrangements exist or are contemplated, and there can be no assurance that they may be available in the future should the need arise. All funds not being utilized by OCIS for our proposed business will be held in interest bearing accounts, short term interest bearing certificates of deposit, treasury bills, or other high grade short term securities. Those funds which OCIS receives, other than from the Offering, will be utilized for the purpose of paying any additional costs of this Offering and funding OCIS business operations.
DESCRIPTION OF BUSINESS
This description of OCIS's Business and Plan of Operation may contain
"forward-looking" statements. Examples of forward-looking statements include,
but are not limited to: (a) projections of revenues, capital expenditures,
growth, prospects, dividends, capital structure and other financial matters;
(b) statements of plans and objectives of OCIS or its management or Board of
Directors; (c) statements of future economic performance; (d) statements of
assumptions underlying other statements and statements about OCIS and its
business relating to the future; and (e) any statements using the words
"anticipate," "expect," "may," "project," "intend" or similar expressions.
OCIS Corp. was organized on February 6, 2002, in the state of Nevada. OCIS was organized to engage in the purchase and sale of used business equipment with an initial emphasis on used warehousing equipment. As part of the organization of OCIS, an initial inventory was purchased and a president with experience in the used equipment market was hired. The initial equipment inventory primarily consisted of warehousing rack systems and forklifts.
Our initial focus will be on buying and selling used, warehouse storage systems and office components that will facilitate office, commercial and industrial users with their inventory control, manufacturing process and or office equipment needs. Once we have established a foothold in the warehousing and office components market, we plan on expanding to encompass other used business equipment. As part of the organization of OCIS, we purchased an initial inventory which consist of warehousing rack systems and forklifts.
OCIS is hopeful that we will be able to initially roll our inventory, sell and purchase inventory, three times per year. With the proceeds from this offering, we hope we can pay existing obligations and purchase additional used equipment for re-sale.
Inventory purchase will be driven by market conditions in various industries. As market conditions weaken in an industry, it is often a good time for companies, such as OCIS, to purchase equipment. As the market conditions improve, OCIS will then be able to sell the inventory to expanding companies. Inventory purchases often reflect conditions in geographical areas. As certain areas of the country expand and contract, companies like OCIS are able to move office and warehousing equipment from contracting areas to expanding areas.
Management believes the used equipment market will expand as the economy comes out of the recession. As companies begin to expand, they will need to purchase additional equipment. Management believes companies will focus more on used equipment that is more economical to purchase, yet meets a companies needs as well as new equipment.
Our initial inventory has focused on the warehousing equipment because of the current market conditions has resulted in the ability to purchase used warehousing equipment at economical prices. As the economy improves, management believes this will be the first sector that will see increased demands for equipment. Over the past several quarters, management believes inventory were reduced causing the need for warehousing equipment to drop. Eventually, management believes, the need to expand inventories will result in increased demand for warehousing equipment. Management also focused on warehousing equipment because of its durability and long product lifecycle.
Management of OCIS feels there is always a demand for used equipment but the price of the used equipment, like most products, increases as the economy improves. With the economy appearing to be improving, management is hopeful it will be able to sell its current inventory at a profit and purchase additional equipment. Even as the economy improves, management of OCIS has found there is always a ready supply of used equipment as businesses upgrade, move or smaller companies go out of business.
OCIS initial focus is going to be on warehousing equipment with the majority of its current inventory consisting of warehousing rack systems and related equipment such as forklifts and conveyors. Management will not, however, limit itself to any particular business equipment.
In addition to warehouse equipment, management will focus on office equipment including partitions, desk, work spaces and cabinets. Initially, management will not focus on computer or server related systems because of the short life cycle and obsolescence in these areas and the current glut of used computer equipment. Instead, management intends to focus on business equipment that has long life cycles.
OCIS's management uses extensive industry contacts to locate used equipment. Additionally, OCIS management spends time personally contacting business to inform them of product offerings. These contacts are aimed at finding not only customers to purchase used equipment but to find any businesses that have equipment they would like to sell.
Presently, OCIS relies on its president and his industry contacts for its sales. As funds permit and, depending on the type of equipment OCIS has in inventory, we will advertise our products in trade journals and in local
papers. The kind of equipment in inventory often will dictate the type of marketing program we have in place. With equipment like warehousing, the potential customers are often known to us or readily identifiable so we will use more direct marketing and personal sales efforts to these companies. If our inventory consist of office equipment, we will rely on advertising in local papers and trade journals as the most effective marketing campaign.
The market for used equipment is very competitive. In addition to small companies like OCIS, many larger companies offer similar services. Additionally, many manufactures offer to sell used equipment or take it in trade when they install newer equipment. The manufactures used the resale of used equipment as a means of obtaining service contracts and to maintain contact with companies that will eventually want to upgrade to newer equipment.
Many companies have also started reselling their own equipment in a way to maximize the proceeds they receive. Additionally, business liquidators have become more aggressive at handling all aspects of the liquidation process and instead of relying on the traditional auction to sell equipment, they will now hold equipment for longer periods to maximize potential proc3eds of the sale.
OCIS has purchased an initial inventory of used warehousing equipment which we plan to use as a base to start our business. This inventory we hope to be able to sell during the next six months. The proceeds from the sale of the inventory will be used to fund operations, pay obligations and purchase additional equipment for sale. We will also use the proceeds from this offering to purchase additional inventory of used warehousing and office equipment.
Management intends to keep operating cost as low as possible to allow OCIS to build inventory and sales. Management, accordingly, does not plan on taking salaries until revenues from operation allow salaries to be paid without jeopardizing OCIS ability to continue in business. Management has also structured the initial inventory purchase to allow OCIS to raise the minimum in this offering before the purchase price must be paid or to have until February 6, 2003, before payment is due on the cost of the initial inventory. As inventory is sold, OCIS will use the cost basis of each item to pay down the promissory note for $40,626 used to purchase the initial inventory. Initially management believes that expenses can be kept to a minimum and existing inventory and funds on hand will allow OCIS to continue in business at least twelve months.
To reach profitability, OCIS will need to raise at least the minimum offering amount to be able to purchase enough inventory for resale to fund operations. If OCIS is unable to raise the minimum amount in this offering our future success would be in jeopardy without capital from another source.
Proceeds of this offering should allow us to purchase enough inventory to fund operations through next year and pay, the current note obligations. Once we are able to start rolling over inventory, which we hope to roll over at
least three times per year, we will be able to hire additional personnel and pay management salaries. The nature of our business is such that we can operate with only limited personnel. This is because we operate more like a warehouse where goods are stored until resold. By selling used equipment to business, a store front is not necessary and expensive office and retail expenses are avoided. With a current monthly lease of only $500, we believe we can use our current facility for at lease eighteen months to two years before additional space is required.
Our current capital was invested by OCIS founders at inception. At inception, two founders purchased common stock for $12,500 cash and demand promissory notes for an additional $12,500 for a total purchase price of $25,000. The notes are structured so that OCIS may demand they be paid at any time. The notes and the cash were for the purchase of 500,000 shares of OCIS common stock.
Management is hopeful existing cash and promissory notes will be sufficient capital to fund OCIS until additional capital can be raised in this offering. If management is unsuccessful in raising additional capital, OCIS will not have sufficient resources to continue to purchase inventory. Except for paying off existing obligations we would probably not be able to continue in business beyond next year.
As of March 31, 2002, we had a working capital surplus of $11,719 with only $43,082 in obligations. To date, most expenses have been for professional services such as accounting and attorney's fees in organizing OCIS and conducting initial audits. We anticipate monthly ongoing expenses to be held to a minimum until revenue allows us to expand our workforce, advertise and purchase additional inventory.
OCIS does not manufacture any equipment. OCIS does inspect all equipment to assure that it is in good condition prior to any purchase or sale. We do not provide any warranties to the equipment we sell. All equipment is sold "as is."
Inventory on hand will very as funds permit. Management is hopeful that with the funds from this offering, we will be able to increase are inventory and take advantage of the ability to purchase additional inventory if a good opportunity presents itself. Presently, existing capital will not allow us to purchase all the inventory we want and we have had to pass on the opportunity to purchase some office and warehousing equipment which were at good prices. As we are able to sell existing inventory, management intends to purchase as much new inventory as funds permit with the profits from the sales.
OCIS has no intellectual property and we do not anticipate, given current business objectives, that any intellectual property, other than trade names will be developed.
The nature of our business does not require we spend any capital on research and development.
Our business is not subject to many, if any, regulations or environmental compliance. The used equipment we sell tends to be very basic items not subject to many standards other than certain warehouse equipment which must be able to hold weight distributions indicated on the product. Typically, these standards were already approved when the equipment was originally sold and no new testing is required.
OCIS has no paid employees at this time. If our business plan is successful, we expects we will be able to hire part or full time employees to assist operations as needed.
DESCRIPTION OF PROPERTIES
We currently lease a yard at 3942 South 210 West in Salt Lake City, Utah at a lease rate of $500 per month for storing our inventory. The lease is month to month. Management believes this facility will serve our purposes for at least the next twelve months.
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES
The following table sets forth the name, age, and position of each executive officer and director and the term of office of each director of OCIS.
Name Age Position Held Position Since
---- --- -------- -------------------
Brent W. Schlesinger 47 President, Director 2002
Jeff W. Holmes 49 Director 2002
Kirk Blosch 48 Secretary,
Treasurer, Director 2002
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The term of office of each director is one year and until his or her successor is elected at the annual shareholders' meeting and is qualified, subject to removal by the shareholders. The term of office for each officer is for one year and until a successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors.
OCIS does not have a standing audit, nominating or compensation committee. The size of OCIS's board has not permitted the board of directors to divide up some of the corporate governance provisions. It is anticipated as our business expands, that board of director committees will be formed. At this time, however, the exact timing and the nature of such committees is unknown.
Brent W. Schlesinger was the president and general manager of Yale Industrial Trucks, Inc. in Salt Lake City, Utah from 1989 to 1994 where he oversaw all daily activity for the company. Yale Industrial managed a fleet of rental fork lifts and engaged in the purchase and sale of used warehouse equipment. From 1994 until hired by OCIS, Mr. Schlesinger operated his own private company engaged in the purchase and sale of warehouse equipment.
Jeff W. Holmes has been a general partner in the partnership of Blosch and Holmes, LLC, a business consulting and private venture funding general partnership since 1984. Mr. Holmes is a managing partner of the Scottsdale Equity Growth Fund, LLC, which is a private equity fund engaged in financing technology companies. Mr. Holmes is a managing partner of DMG Advisors, LLC which provides consulting to private and public companies. Mr. Holmes also served as the chairman of the board of directors of Ion Laser Technology, a medical device company listed on the American Stock Exchange. Mr. Holmes is presently the chairman of the board of Calibrus, Inc. a contact center located in Phoenix, Arizona. Mr. Holmes graduated from the University of Utah in 1976 with a Bachelor of Science degree in Marketing and Management.
Kirk Blosch has been a general partner of Blosch and Holmes L.L.C., a business consulting and private venture funding general partnership since 1984. Mr. Blosch is also a member of the board of directors of Calibrus, Inc. a contact center located in Phoenix, Arizona. Mr. Blosch was a director of Zevex International, a medical product company specializing in medical devices and ultrasound technology until 2000. Zevex (ZVXI) is traded on NASDAQ. Kirk graduated from the University of Utah in 1977 with a B.S. degree in Speech Communications.
REMUNERATION OF OFFICERS AND DIRECTORS
The following table sets forth certain summary information concerning the compensation paid or accrued since inception to OCIS's chief executive officer and/or any of its other officers that received compensation in excess of $100,000 during such period (From February 6, 2002 [inception] to March 31, 2002).
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards Awards Payouts
------ ------ -------
Other Restricted
Name and Annual Stock Options LTIP All other
Principal Position Year Salary($) Bonus($) Compensation Awards /SARs Payout Compensation
------------------ ---- ------ -------- ------------ ------ ------- ------ ------------
Brent W. Schlesinger 2002 $ -0- -0- -0- -0- -0- -0- -0-
President
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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
PRINCIPAL SHAREHOLDERS
The following table sets forth as of June 26, 2002, the name and address and the number of shares of OCIS's common stock, par value $0.001 per share, held of record or beneficially by each person who held of record, or was known by OCIS to own beneficially, more than 5% of the 600,000 shares of common stock issued and outstanding, and the name and shareholdings of each director and of
all officers and directors as a group.
Principal Shareholders: Amount and Percent(2)
Nature of Percent(2) After
Beneficial Before Offering
Class Name and Address Ownership(1) Offering Minimum Maximum
------ ---------------- ------------ -------- ------- -------
Common Brent W. Schlesinger 100,000 16.67% 11.11% 8.33%
3942 South 210 West
Salt Lake City, Utah 84107
Common Kirk Blosch 250,000 41.66 27.78 20.83
2081 South Lake Line Rd.
Salt Lake City, Utah 84109
Common Jeff W. Holmes 250,000 41.66 27.78 20.83
600 Highway 50 Pinewild
At Marla Bay, Unit 101
Zephyr Cove Nevada 89448
Officers and Directors: Amount and Percent(2)
Nature of After
Beneficial Before Offering
Class Name and Address Ownership(1) Offering Minimum Maximum
------ ---------------- ------------ -------- ------- -------
Common Brent W. Schlesinger --------See Above---------
Kirk Blosch --------See Above---------
Jeff W. Holmes --------See Above---------
All Officers and Directors
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
On organization of OCIS, two founders, Jeff W. Holmes and Kirk Blosch, purchased 500,000 shares of OCIS common stock for $25,000 consisting of $12,500 in cash and promissory notes for $12,500. Each purchased 250,000 shares.
OCIS purchased its original inventory from Brent Schlesinger. Mr. Schlesinger was subsequently appointed a director and president of OCIS. As part of the purchase price of the initial inventory, OCIS issued Mr. Schlesinger 100,000 shares of common stock. OCIS also gave Mr. Schlesinger a promissory note for $40,626.
DESCRIPTION OF CAPITAL STOCK
LITIGATION
OCIS is not a party to any pending legal proceeding and no such action by or against us, to the best of our knowledge, has been threatened.
LEGALITY OF SHARES
Victor D. Schwarz, Salt Lake City, Utah, counsel to OCIS, has rendered an opinion that the Common Stock being offered hereby, when sold and issued under the terms set forth in this registration statement, will be fully paid and nonassessable under the corporate laws of the state of Nevada.
EXPERTS
The financial statements included herein and elsewhere in this Registration Statement, to the extent and for the period indicated in our report, have been included in this Prospectus and the Registration Statement, in reliance on the report of David Thomson, Certified Public Accountant, Salt Lake City, Utah, given on the authority of said firm as experts in accounting and auditing.
ADDITIONAL INFORMATION
OCIS has filed this Registration Statement on Form SB-2 under the Securities Act with the Commission, SEC File No. __________, under the Securities Act with respect to the securities offered by this Prospectus. This Prospectus omits certain information contained in the Registration Statement. For further information, reference is made to the Registration Statement and to the exhibits and other schedules filed therewith. Statements contained in this Prospectus as to the contents of any contract or other document referred to are not necessarily complete, and where such contract or document is an exhibit to the Registration Statement, each such statement is deemed to be qualified and amplified in all respects by the provisions of the exhibit. Copies of the complete Registration Statement, including exhibits, may be examined without charge at the Commission's principal offices in Washington, D.C., and copies of all or any part of the filed materials may be obtained from the Public Reference Section of the Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, on payment the ususal fees for reproduction, or may be obtain from the Commission's EDGAR Database at http://www.sec.gov.
OCIS is subject to Section 15(d) and the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, as such, OCIS will file annual, quarterly, and current reports with the Commission containing financial information examined and reported upon, with an opinion expressed by independent certified public accountants, at least annually, and OCIS may also provide unaudited quarterly or other interim reports as it deems appropriate. OCIS intends to comply with the periodic reporting requirements of Section 13 of the Exchange Act, and such other of said statutes' requirements as may become applicable from time to time. OCIS will not be required to file or make the additional reports of Issuers subject to Section 14 of the Exchange Act, and as such has no plans to submit annual reports to Shareholders or proxy statements and other reports required of such issuers, until and unless it may become subject to Section 14 requirements, by registration of a class of its securities pursuant to Section 12(b) or Section 12(g) of the Exchange Act or otherwise.
FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
PAGE
Independent Auditor's Report F-1 Balance Sheet F-2 Statement of Operations F-3 Statement of Stockholders' Equity F-4 Statement of Cash Flows F-5 Notes to Financial Statements F-6-7 |
Independent Auditor's Report
Board of Directors
OCIS CORP.
Salt Lake City, Utah
I have audited the accompanying balance sheet of OCIS Corp. (A development stage company) as of March 31, 2002 and the related statements of operations, stockholders' equity and cash flows from inception (February 6, 2002) to March 31, 2002. These financial statements are the responsibility of the Company's management. My responsibility is to express an opinion on the financial statements based on my audit.
I conducted my audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of OCIS Corp. (A development stage company) as of March 31, 2002, and the results of its operations and its cash flows from inception (February 6, 2002) to March 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1, the Company has been in the development stage since its inception on February 6, 2002. The Company has limited operating capital with no revenue from operations. Realization of a major portion of the assets is dependent upon the Company's ability to meet its future financing requirements, and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern.
Salt Lake City, Utah
May 29, 2002
OCIS CORP.
(A Development Stage Company)
BALANCE SHEET
ASSETS
March 31,
2002
CURRENT ASSETS:
Cash in bank $ 6,794
Accrued interest receivable - stockholders 131
Prepaid expenses 1,250
Inventory 46,626
--------
Total Current Assets 54,801
--------
TOTAL ASSETS $ 54,801
========
|
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 1,857
Due to officer 245
Accrued interest payable - officer 354
Note Payable - officer 40,626
--------
Total Current Liabilities 43,082
--------
STOCKHOLDERS' EQUITY:
Preferred stock; $.001 par value, 10,000,000 shares authorized,
no shares issued and outstanding -
Common Stock; $.001 par value, 90,000,000 shares authorized
600,000 shares issued and outstanding 600
Capital in excess of par value 29,400
Common stock subscribed (15,000)
Earnings (deficit) accumulated during the (3,281)
development stage
--------
Total Stockholders' Equity 11,719
--------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 54,801
========
|
The accompanying notes are an integral part of these financial statements.
OCIS CORP.
(A Development Stage Company)
STATEMENT OF OPERATIONS
From Inception
(February 6, 2002)
To
March 31,
2002
------------------
REVENUE: $ -
------------------
EXPENSES:
General and administrative 3,058
------------------
3,058
------------------
INCOME (LOSS) FROM OPERATIONS (3,058)
OTHER INCOME (EXPENSE)
Interest income 131
Interest expense (354)
------------------
NET INCOME (LOSS) BEFORE INCOME TAXES (3,281)
Provision for income taxes -
------------------
NET INCOME (LOSS) $ (3,281)
------------------
EARNINGS (LOSS) PER SHARE $ (0.01)
------------------
WEIGHTED NUMBER OF SHARES OUTSTANDING 600,000
==================
|
The accompanying notes are an integral part of these financial statements.
OCIS CORP.
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
Deficit
Accumulated
Common Stock Capital in Common During the
Excess of Stock Development
Shares Amount Par Value Subscribed Stage
-------- -------- ---------- -------- ----------
BALANCE, February 6, 2002 (inception) - $ - $ - $ - $ -
Shares issued to initial stockholders
for cash and notes receivable,
February 6, 2002 at $.05 per share 500,000 500 24,500 (15,000) -
Shares issued to initial stockholder
for acquisition of inventory,
February 6, 2002 at $.05 per share 100,000 100 4,900 - -
Net income (loss) from
February 6, 2002 (inception)
to March 31, 2002 - - - - (3,281)
------- ------ ------- --------- --------
BALANCE, March 31, 2002 600,000 $ 600 $29,400 $(15,000) $(3,281)
===== ==== ====== ======= ======
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The accompanying notes are an integral part of these financial statements.
OCIS CORP.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
From Inception
(February 6, 2002)
To
March 31,
2002
------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash paid to suppliers and others $ (3,206)
------------
Cash Flows (Used) by Operating Activities (3,206)
------------
CASH FLOW FROM INVESTING ACTIVITIES: -
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock 10,000
------------
Cash Flows Provided (Used) by Financing Activities 10,000
------------
NET INCREASE (DECREASE) IN CASH 6,794
CASH - BEGINNING OF PERIOD -
------------
CASH - END OF PERIOD $ 6,794
============
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
NET INCOME (LOSS) $ (3,281)
------------
Adjustment to reconcile net income (loss) to net
cash provided (used) by operating activities
Stock issued to acquire inventory 5,000
Debt issued to acquire inventory 40,626
Changes in assets and liabilities
(Increase) in accrued receivable (131)
(Increase) in prepaid expenses (1,250)
(Increase) in inventory (46,626)
Increase in accounts payable 1,857
Increase in due to officer 245
Increase in accrued interest 354
------------
Total Adjustments 75
------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES $ (3,206)
============
|
The accompanying notes are an integral part of these financial statements.
OCIS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization - The Company was organized under the laws of the State of
Nevada on February 6, 2002 and has elected a fiscal year end of December 31st.
The Company intends to engage in business operations to buy used equipment
wholesale and to sell it to other dealers or to retail customers. To this end,
the Company has acquired an inventory of used material handling equipment.
The Company is considered a development stage company as defined in SFAS No.
7. The Company, has at the present time, not paid any dividends and any
dividends that may be paid in the future will depend upon the financial
requirements of the Company and other relevant factors.
Net Earnings Per Share - The computation of net income (loss) per share of common stock is based on the weighted average number of shares outstanding during the period presented.
Income Taxes - Income tax expenses includes federal and state taxes currently payable and deferred taxes arising from temporary differences between income for financial reporting and income tax purposes. Due to a loss from inception, the Company has no tax liability. At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.
Cash and Cash Equivalents - For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. During the period ending March 31, 2002, the Company did not have non-cash investing or financing activities.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Inventory - Inventory consists of used finished product purchased for resale and is stated at the lower of cost determined by the FIFO Method or Market. Inventory cots include those costs directly attributable to the product before sale.
Revenue recognition - The Company will recognize revenue at the time the sale of the used equipment takes place and title has transferred to the customer which occurs upon shipment. The Company has no sales to date.
OCIS CORP.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 2 - COMMON STOCK TRANSACTIONS
The Company on February 6, 2002 sold 500,000 shares of common stock to two initial stockholders (250,000 shares to each individual) at $.05 per share for a total amount of $25,000. The individuals each paid $5,000 for the shares and each entered into a promissory note for $7,500 for the remaining purchase amount. The financed amount of $15,000 for the shares purchase is being shown as common stock subscribed and is treated as a reduction of equity in the balance sheet. The notes carry simple interest at rate of 6% per annum. The principle and interest are due and payable on December 31, 2002 or on demand of holder. At March 31, 2002, the accrued interest receivable on the above was $131. Also on February 6, 2002, the Company sold 100,000 shares of it common stock at $.05 per share for a total amount of $5,000 as part of its purchase of assets as described in Note 4.
NOTE 3 - RELATED PARTY TRANSACTIONS
An officer of the Company is providing a mailing address to the Company without charge. This service has been determined by the Company to have only nominal value. As of March 31, 2002 no compensation has been paid or accrued to any officers or directors of the Corporation.
NOTE 4 - NOTE PAYABLE - OFFICER
At inception, the Company entered into a Purchase and Sale Agreement with the President of the Company and P.S. Enterprises, a Utah DBA of the President. Under the agreement the Company purchased material handling inventory. The purchase price of the inventory was $45,626. The Company purchased the inventory through the issuance of 100,000 shares of common stock at $.05 per share for an amount of $5,000 and a promissory note for the remaining amount of $40,626. Each inventory item purchased was valued at the lower of market value or at no more than the cost of the inventory to the President or P. S. Enterprises. The note is to be repaid in full on or before February 6, 2002 or is due and payable in full on the closing of any public offering of securities by the Company. The note is secured by the inventory purchased and the agreement states that all proceeds from the sale of the inventory purchased by the note shall be applied to the payment of the note less selling expenses. The note has simple interest at a rate of 6%. The interest is due and payable February 6, 2003 or at the time of closing of a public offering of securities by the Company. At March 31, 2002, the accrued interest payable on the above was $354.
NOTE 5 - PROPOSED OFFERING OF COMMON STOCK
The Company is in the process of completing a Form SB-2 Registration Statement under the Securities Act of 1933. The Company is proposing to sell a minimum of 300,000 or a maximum of 600,000 shares of its common stock at $.25 per share for a total minimum of $75,000 to a total maximum of $150,000. The period of the offering to sell the common stock will be 120 days from the effective date of the Registration Statement. The officers of the Company will act as sales agents and will not be paid any commissions on the sale of the common stock. Expenses of the offering are estimated to be $25,000.
[BACK COVER PAGE]
OCIS Corp.
600,000 Shares
Common Stock
PROSPECTUS
______, 2002
No dealer, salesman or any other person has been authorized to give information or to make any representations other than those contained in this Prospectus, and, if given or made, such information or representation must not be relied upon as having been authorized by OCIS. Neither the delivery of the Prospectus nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of OCIS since the date hereof. This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities covered by this Prospectus in any state or other jurisdiction to any person to whom it is unlawful to make such offer in such state or jurisdiction.
Table of Contents
Section Page
------- ----
PROSPECTUS SUMMARY......................................................... 5
RISK FACTORS............................................................... 7
PLAN OF DISTRIBUTION....................................................... 11
USE OF PROCEEDS............................................................ 12
DESCRIPTION OF BUSINESS.................................................... 13
DESCRIPTION OF PROPERTY.................................................... 17
DIRECTORS, EXECUTIVE OFFICERS, AND SIGNIFICANT EMPLOYEES................... 17
REMUNERATION OF OFFICERS AND DIRECTORS..................................... 18
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS................... 19
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS.................. 21
DESCRIPTION OF CAPITAL STOCK............................................... 22
LITIGATION................................................................. 23
LEGALITY OF SHARES......................................................... 24
EXPERTS.................................................................... 24
ADDITIONAL INFORMATION..................................................... 24
INDEX TO FINANCIAL STATEMENTS.............................................. 25
FINANCIAL STATEMENTS.......................................................F-1
|
Until ___________, 2002 (120 days after the effective date of this Prospectus), all dealers effecting transactions in the Common Stock, whether or not participating in the distribution, may be required to deliver a Prospectus. This is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada Revised Statutes confers on a director or officer an absolute right to indemnification for expenses, including attorneys' fees, actually and reasonably incurred by him to the extent he is successful on the merits or otherwise in defense of any action, suit, or proceeding. This section also entitles a director or officer to partial indemnification against expenses to the extent that he has been successful in defending any claim, issue, or matter asserted in such proceeding. The Nevada Revised Statutes indemnification section further permits the corporation to indemnify officers and directors in circumstances where indemnification is not mandated by the statute and certain statutory standards are satisfied.
The Nevada Revised Statutes expressly make indemnification contingent upon a determination that indemnification is proper in the circumstances. Such determination must be made by the board of directors, the shareholders, or independent legal counsel. The Nevada Revised Statutes also permit a corporation, in its articles of incorporation, bylaws, or an agreement, to pay attorneys' fees and other litigation expenses on behalf of a corporate official in advance of the final disposition of the action upon receipt of an undertaking by or on behalf of the corporate official to repay such expenses to the corporation if it is ultimately determined that he is not entitled to be indemnified by the corporation. The corporation may also purchase and maintain insurance to provide indemnification.
The Nevada Revised Statutes also provide that indemnification authorized by the statute is not exclusive of, but is in addition to, indemnification rights granted under a corporation's articles of incorporation, an agreement, or pursuant to a vote of shareholders or disinterested directors.
The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to Section 78.751 of the Nevada Revised Statues. OCIS's articles of incorporation and bylaws contain specific provisions relating to indemnification of directors, officers, employees, and/or agents of OCIS, which provide that OCIS will indemnify our officers and directors to the full extent permitted by the above referenced statute.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer
or controlling person in connection with the securities being registered), OCIS will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by OCIS is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses(*) to OCIS in connection with the offering described in the Registration Statement:
Registration Fee............................................$ 13.80*
Accounting Fees and Expenses................................ 2,000.00*
Legal Fees and Expenses..................................... 18,486.00*
Blue Sky Fees............................................... 2,500.00*
Printing and Engraving...................................... 1,000.00*
Transfer Agent Fees......................................... 1,000.00*
------
Total Expenses..............................................$25,000.80
======
(*) All figures are estimates.
|
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
OCIS has issued shares to three individuals related to our formation and the purchase of initial inventory. The securities issued in the foregoing transactions were issued in reliance on the exemption from registration and the prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), set forth in Section 3(b) and/or Section 4(2) of the Securities Act and the regulations promulgated thereunder. Two of the shareholders are accredited investors and received their shares on the formation of OCIS. The third shareholder received his shares in relation to our purchase of inventory . He is now the president of OCIS.
ITEM 27. EXHIBITS
Copies of the following documents have been included as exhibits to this amended Registration Statement, pursuant to Item 601 of Regulation S-B.
SEC
Exhibit Reference
No. No. Title of Document Location
------- --------- ----------------- --------
3. Certificate of Incorporation and Bylaws
3.01 3(i) Articles of Incorporation This Filing
3.02 3(ii) Bylaws This Filing
4. Instruments defining the rights of holders
4.01 4 Specimen Stock Certificate This Filing
5.01 5 Opinion of Victor D. Schwarz, LLC
Attorneys at Law This Filing
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10. Material Contracts
10.01 10 Asset Purchase Agreement This Filing
10.02 10 Addendum to Asset Purchase Agreement This Filing
10.03 10 Form of Proceeds Escrow Agreement This Filing
10.04 10 Promissory Note-Holmes This Filing
10.05 10 Promissory Note-Blosch This Filing
10.06 10 Promissory Note-Asset Purchase This Filing
23. Consents of Experts and Counsel
23.01 23 Consent of Victor D. Schwarz, LLC,
Attorneys at Law See Exhibit
5.01
23.02 23 Consent of Dave Thomson, This filing
Certified Public Accountants
|
24. Powers of Attorney
24.01 Powers of Attorney are included on signature page(3)
All other Exhibits called for by Rule 601 of Regulation S-B are not applicable to this filing.
(b) Financial Statement Schedules
All schedules are omitted because they are not applicable or because the required information is included in the financial statements or notes thereto.
ITEM 28. UNDERTAKINGS
The undersigned Registrant hereby undertakes that it will:
(1) File, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to (i) include any Prospectus required by Section 10(a)(3) of the Securities Act; (ii) reflect in the Prospectus any facts or events which, individually or in the aggregate, represent a fundamental change to the information in the Registration Statement; and (iii) include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.
(2) For the purpose of determining liability under the Securities Act, each post-effective amendment will be treated as a new Registration Statement of the securities offered, and the offering of the securities at that time shall be the initial bona fide offering.
(3) If, applicable, file a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person in connection with the securities being registered), the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form SB-2 and has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunder duly authorized, in the city of Ogden, State of Utah, on 27th day of June, 2002.
OCIS Corp.
By: /s/ ------------------------------- Brent W. Schlesinger, President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amended registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/
--------------------
Brent W. Schlesinger Director, June 27, 2002
Chief Executive Officer,
Chief Accounting Officer
/s/
-------------------- Director, Secretary June 27, 2002
Kirk Blosch
/s/
-------------------- Director June 27, 2002
Jeff W. Holmes
|
Exhibit 3.01
ARTICLES OF INCORPORATION
OF
OCIS CORP.
The undersigned incorporator, being a natural person more than eighteen
(18) years of age and acting as the sole incorporator of the above-named
corporation (hereinafter referred to as the "Corporation") hereby adopts the
following Articles of Incorporation for the Corporation.
ARTICLE I
NAME
The name of the Corporation shall be: OCIS Corp.
ARTICLE II
PERIOD OF DURATION
The Corporation shall continue in existence perpetually unless sooner dissolved according to law.
ARTICLE III
PURPOSES
The Corporation is organized for the purpose conducting any lawful business for which a corporation may be organized under the laws of the State of Nevada.
ARTICLE IV
AUTHORIZED SHARES
The Corporation is authorized to issue a total of 100,000,000 shares, consisting of 10,000,000 shares of preferred stock having a par value of $0.001 per share (hereinafter referred to as "Preferred Stock") and 90,000,000 shares of common stock having a par value $0.001 per share (hereinafter referred to as "Common Stock"). Shares of any class of stock may be issued, without shareholder action, from time to time in one or more series as may from time to time be determined by the board of directors. The board of directors of this Corporation is hereby expressly granted authority, without shareholder action, and within the limits set forth in the Nevada Revised Statutes, to:
(a) designate in whole or in part, the powers, preferences, limitations, and relative rights, of any class of shares before the issuance of any shares of that class;
(b) create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the powers, preferences, limitations, and relative rights of the series, all before the issuance of any shares of that series;
(c) alter or revoke the powers, preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or
(d) increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series; provided that, the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series.
The allocation between the classes, or among the series of each class, of unlimited voting rights and the right to receive the net assets of the Corporation upon dissolution, shall be as designated by the board of directors. All rights accruing to the outstanding shares of the Corporation not expressly provided for to the contrary herein or in the Corporation's bylaws or in any amendment hereto or thereto shall be vested in the Common Stock. Accordingly, unless and until otherwise designated by the board of directors of the Corporation, and subject to any superior rights as so designated, the Common Stock shall have unlimited voting rights and be entitled to receive the net assets of the Corporation upon dissolution.
ARTICLE V
NON-ACCESSIBILITY FOR DEBTS OF CORPORATION
After the amount of the subscription price, the purchase price, or the par value of the stock of any class or series is paid into the Corporation, owners or holders of shares of any stock in the Corporation may never be assessed to pay the debts of the Corporation.
ARTICLE VI
NO CUMULATIVE VOTING
Except as may otherwise be required by law, these articles of incorporation, or the provisions of the resolution or resolutions as may be adopted by the board of directors pursuant to Article IV of these articles of incorporation, in all matters as to which the vote or consent of stockholders of the Corporation shall be required to be taken, the holders of Common Stock shall have one vote per share of Common Stock held. Cumulative Voting on the election of directors or on any other matter submitted to the stockholders shall not be permitted.
ARTICLE VII
NO PREEMPTIVE RIGHTS
No holder of any of the shares of any class or series of stock or of options, warrants, or other rights to purchase shares of any class or series of stock or of other securities of the Corporation shall have any preemptive right to purchase or subscribe for any unissued stock of any class or series of any additional shares of any class or series to be issued by reason of any increase of the authorized capital stock of the Corporation of any class or series, or bonds, certificates of indebtedness, debentures, or other securities convertible into or exchangeable for stock of the Corporation of any class or series, or carrying any rights to purchase stock of any class or series, but any such unissued stock, additional authorized issue of shares of any class or series of stock, or securities convertible into or exchangeable for stock carrying any right to purchase stock may be issued and disposed of
pursuant to an appropriate resolution of the board of directors to such persons, firms, corporations, or associations and on such terms as may be deemed advisable by the board of directors in the exercise of its sole discretion.
ARTICLE VIII
TRANSACTIONS WITH OFFICERS AND DIRECTORS
No contract or other transaction between the Corporation and one or more or its directors or officers, or between the Corporation and any corporation, firm or association in which one or more of its directors or officers are directors or officers or are financially interested, is void or voidable solely for this reason or solely because any such director or officer is present at the meeting of the board of directors or a committee thereof which authorizes or approves the contract or transaction, or because the vote or votes of common or interested directors are counted for that purpose, if the circumstances specified in any of the following paragraphs exist:
(a) The fact of the common directorship, office or financial interest is disclosed or known to the board of directors or committee and noted in the minutes, and the board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the common or interested director or directors;
(b) The fact of the common directorship, office or financial interest is disclosed or known to the stockholders, and they approve or ratify the contract or transaction in good faith by a majority vote of stockholders holding a majority of the voting power. The votes of the common or interested directors or officers must be counted in any such vote of stockholders; or
(c) The contract or transaction is fair as to the Corporation at the time it is authorized or approved.
ARTICLE IX
INDEMNIFICATION OF OFFICERS, DIRECTORS, AND OTHERS
(a) The Corporation shall indemnify each director and officer of the Corporation and their respective heirs, administrators, and executors against all liabilities and expenses reasonably incurred in connection with any action, suit, or proceeding to which he may be made a party by reason of the fact that he is or was a director or officer of the Corporation, to the full extent permitted by the laws of the state of Nevada now existing or as such laws may hereafter be amended. The expenses of officers and directors incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation.
(b) The Corporation may indemnify each director, officer, employee, or agent of the Corporation and their respective heirs, administrators, and executors against all liabilities and expenses reasonably incurred in connection with any action, suit, or proceeding to which such person may be made a party by reason of such person being, or having been, a director, officer, employee, or agent of the Corporation, to the full extent permitted by the laws of the state of Nevada now existing or as such laws may hereafter be amended.
ARTICLE X
LIMITATION ON DIRECTORS LIABILITY
To the full extent permitted by the Nevada Revised Statutes, directors and officers of the Corporation shall have no personal liability to the Corporation or its stockholders for damages for breach of their fiduciary duty as a director or officer, except for damages resulting from (a) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; (b) the payment of distribution in violation of section 78.300 of the Nevada Revised Statutes, as it may be amended from time to time, or any successor statute thereto.
ARTICLE XI
NO LIMITATIONS ON VOTING RIGHTS
To the extent permissible under the applicable law of any jurisdiction to which the Corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities, or any other item, the Corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modifies, suspends, terminates, or otherwise effects the rights of any shareholder to cast one vote for each share of Common Stock registered in the name of such shareholder on the books of the Corporation, without regard to whether such shares were acquired directly from the Corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of Common Stock of the Corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the Corporation or any other shareholder of the Corporation. Without limiting the generality of the foregoing, the Corporation expressly elects not to be governed by or be subject to the provisions of sections 78.378 through 78.3793 of the Nevada Revised Statutes or any similar or successor statutes adopted by any state which may be deemed to apply to the Corporation from time to time.
ARTICLE XII
PRINCIPAL OFFICE AND RESIDENT AGENT
The address of the Corporation in the State of Nevada is 600 Highway 50, Pinewild at Marla Bay, Unit 101. The name and address of the Corporation's initial resident agent is:
Jeff Holmes
600 Highway 50, Pinewild at Marla Bay, Unit 101
Zephyr Cove, Nevada 89448
Either the principal office or the resident agent may be changed in the manner provided by law.
ARTICLE XIII
AMENDMENTS
The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in these articles of incorporation from time to time in accordance with the laws of the state of Nevada; and all rights conferred herein on stockholders are granted subject to this reservation.
ARTICLE XIV
ADOPTION AND AMENDMENT OF BYLAWS
The initial bylaws of the Corporation shall be adopted by the board of directors. The power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the regulation or management of the affairs of the Corporation not inconsistent with these articles of incorporation and the laws of the state of Nevada now or hereafter existing.
ARTICLE XV
GOVERNING BOARD
The governing board of the Corporation shall be known as the "board of directors." The board of directors must have at least one director or as otherwise specified in its bylaws or director's resolutions.
The first board of directors shall consist of one person. The name and address of the person who is to serve as the initial director until the first annual meeting of the stockholders and until such person's successor is elected and shall qualify is as follows:
NAME ADDRESS
Jeff Holmes 600 Highway 50, Pinewild at Marla Bay, Unit 101, Zephyr
Cove, Nevada 89448
ARTICLE XVI
POWERS OF GOVERNING BOARD
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The governing board of the Corporation is specifically granted by these articles of incorporation all powers permitted to be vested in the governing board of a corporation by the applicable provisions of the laws of the state of Nevada now or hereafter existing.
ARTICLE XVII
INCORPORATOR
The name and mailing address of the incorporator signing these articles of incorporation is as follows:
NAME ADDRESS
Jeff Holmes 600 Highway 50, Pinewild at Marla Bay, Unit 101, Zephyr
Cove, Nevada 89448
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The undersigned, being the sole incorporator of the Corporation herein before named, hereby makes and files these articles of incorporation, declaring and certifying that the facts contained herein are true.
DATED this 6th day of February 2002.
/s/
____________________________________
Jeff Holmes
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STATE OF __________ )
: ss
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COUNTY OF ____________ )
On this _____ day of November 2001, before me, a Notary Public, personally appeared Jeff Holmes who, upon being first duly sworn, declared to me that he is the sole incorporator of OCIS Corp., and acknowledged to me that he executed the foregoing articles of incorporation as his free act and deed.
/s/
_____________________________________
Notary Public
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SIGNATURE OF ACCEPTANCE OF INITIAL RESIDENT AGENT
On this _________ (___) day of February, 2002, I, Jeff Holmes, hereby accept appointment as resident agent for OCIS Corp. as named in the foregoing Articles of Organization.
Exhibit 3.02
BYLAWS
OF
OCIS, CORP.
A NEVADA CORPORATION
TABLE OF CONTENTS
ARTICLE PAGE
ARTICLE I OFFICES 1
Section 1.1 Business Office 1
Section 1.2 Registered Office 1
Section 1.3 Principal Office 1
ARTICLE II SHAREHOLDERS 1
Section 2.1 Annual Shareholder Meeting 1
Section 2.2 Special Shareholder Meetings 1
Section 2.3 Place of Shareholder Meetings 1
Section 2.4 Notice of Shareholder Meetings 2
Section 2.5 Meetings by Telecommunications 3
Section 2.6 Fixing of Record Date 3
Section 2.7 Shareholder List 3
Section 2.8 Shareholder Quorum and Voting Requirements 4
Section 2.9 Increasing Either Quorum or Voting Requirements 4
Section 2.10 Proxies 4
Section 2.11 Voting of Shares 4
Section 2.12 Corporation's Acceptance of Votes 5
Section 2.13 Inspectors of Election 6
Section 2.14 Shareholder Action Without Meeting 6
Section 2.15 Election of Directors 6
Section 2.16 Business at Annual Meeting 6
Section 2.17 Conduct of Meeting 7
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Section 2.18 Shareholder's Rights to Inspect Corporate
Records 7
Section 2.19 Financial Statements Shall be Furnished to
the Shareholders 8
Section 2.20 Dissenters' Rights 8
ARTICLE III BOARD OF DIRECTORS 8
Section 3.1 General Powers 8
Section 3.2 Number, Tenure, and Qualification of Directors 8
Section 3.3 Regular Meetings of the Board of Directors 9
Section 3.4 Special Meetings of the Board of Directors 9
Section 3.5 Notice of, and Waiver of Notice for,
Special Director Meetings 9
Section 3.6 Director Quorum 9
Section 3.7 Directors, Manner of Acting 9
Section 3.8 Establishing a "Supermajority" Quorum or
Voting Requirement for the Board of Directors 9
Section 3.9 Director Action Without a Meeting 10
Section 3.10 Removal of Directors 10
Section 3.11 Board of Director Vacancies 10
ARTICLE PAGE
Section 3.12 Director Compensation 11
Section 3.13 Director Committees 11
ARTICLE IV OFFICERS 12
Section 4.1 Number of Officers 12
Section 4.2 Appointment and Term of Office 12
Section 4.3 Removal of Officers 12
Section 4.4 President 12
Section 4.5 Vice-Presidents 12
Section 4.6 Secretary 12
Section 4.7 Treasurer 13
Section 4.8 Assistant Secretaries and Assistant Treasurers 13
Section 4.9 Salaries 13
ARTICLE V INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS,
AND EMPLOYEES 13
Section 5.1 Indemnification of Directors 13
Section 5.2 Advance Expenses for Directors 13
Section 5.3 Indemnification of Officers, Agents,
and Employees Who are not Directors 14
ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER 14
Section 6.1 Certificates for Shares 14
Section 6.2 Shares Without Certificates 14
Section 6.3 Registration of the Transfer of Shares 15
Section 6.4 Restrictions on Transfer of Shares Permitted 15
Section 6.5 Acquisition of Shares 16
ARTICLE VII DISTRIBUTIONS 16
ARTICLE VIII CORPORATE SEAL 17
ARTICLE IX DIRECTORS CONFLICTING INTEREST TRANSACTIONS 17
ARTICLE X AMENDMENTS 17
ARTICLE XI FISCAL YEAR 17
CERTIFICATE OF SECRETARY 18
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BYLAWS
OF
OCIS, CORP.
ARTICLE I
OFFICES
Section 1.01 Registered Office. The registered office shall be in the city of Zephyr Cove, State of Nevada.
Section 1.02 Location of Offices. The corporation may maintain such offices within or without the state of Nevada as the board of directors may from time to time designate or require.
Section 1.03 Principal Office. The address of the principal office of the corporation shall be at the address of the Registered office of the corporation as so designated in the office of the Secretary of State of the state of incorporation, or at such other address as the board of directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.1 Annual Shareholder Meeting. The annual meeting of the shareholders shall be held within 150 days of the close of the corporation's fiscal year, at a time and date as is determined by the corporation's board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the state of Nevada, such meeting shall be held on the next succeeding business day.
If the election of directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any subsequent continuation after adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as convenient. The failure to hold an annual or special meeting does not affect the validity of any corporate action or work a forfeiture or dissolution of the corporation.
Section 2.2 Special Shareholder Meetings. Special meetings of the shareholders, for any purpose or purposes described in the meeting notice, may be called by the president or by the board of directors and shall be called by the president at the request of the holders of not less than one- tenth of all outstanding votes of the corporation entitled to be cast on any issue at the meeting.
Section 2.3 Place of Shareholder Meetings. The board of directors may designate any place, either within or without the state of Nevada, as the place of meeting for any annual or any special meeting of the shareholders, unless by written consents, which may be in the form of waivers of notice or otherwise, a majority of shareholders entitled to vote at the meeting may designate a different place, either within or without the state of Nevada, as the place for the holding of such meeting. If no designation is made by either the directors or majority action of the voting shareholders, the place of meeting shall be the principal office of the corporation.
Section 2.4 Notice of Shareholder Meetings.
(a) Required Notice. Written notice stating the place, day, and
time of any annual or special shareholder meeting shall be delivered not less
than 10 nor more than 60 days before the date of the meeting, either in
person, by any form of electronic communication, by mail, by private carrier,
or by any other manner provided for in the Act, by or at the direction of the
president, the board of directors, or other persons calling the meeting, to
each shareholder of record, entitled to vote at such meeting and to any other
shareholder entitled by the Act or the articles of incorporation to receive
notice of the meeting. Notice shall be deemed to be effective at the earlier
of: (1) when deposited in the United States mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
corporation, with postage thereon prepaid; (2) on the date shown on the return
receipt if sent by registered or certified mail, return receipt requested, and
the receipt is signed by or on behalf of the addressee; (3) when received; or
(4) five days after deposit in the United States mail, if mailed postpaid and
correctly addressed to an address other than that shown in the corporation's
current record of shareholders.
(b) Adjourned Meeting. If any shareholder meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, and place, if the new date, time, and place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is, or must be fixed (see section 2.5 of this Article II) or if the adjournment is for more than 30 days, then notice must be given pursuant to the requirements of paragraph (a) of this section 2.4, to those persons who are shareholders as of the new record date.
(c) Waiver of Notice. The shareholder may waive notice of the meeting (or any notice required by the Act, articles of incorporation, or bylaws), by a writing signed by the shareholder entitled to the notice, which is delivered to the corporation (either before or after the date and time stated in the notice) for inclusion in the minutes or filing with the corporate records.
(d) Shareholder Attendance. A shareholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
(e) Contents of Notice. The notice of each special shareholder meeting shall include a description of the purpose or purposes for which the meeting is called. Except as provided in this section 2.4(e), the articles of incorporation, or otherwise in the Act, the notice of an annual shareholder meeting need not include a description of the purpose or purposes for which the meeting is called.
If a purpose of any shareholder meeting is to consider either: (1) a
proposed amendment to the articles of incorporation (including any restated
articles requiring shareholder approval); (2) a plan of merger or share
exchange; (3) the sale, lease, exchange, or other disposition of all, or
substantially all of the corporation's property; (4) the dissolution of the
corporation; or (5) the removal of a director, the notice must so state and,
to the extent applicable, be accompanied by a copy or summary of the: (1)
articles of amendment; (2) plan of merger or share exchange; (3) agreement for
the disposition of all or substantially all of the corporation's property; or
(4) the terms of the dissolution. If the proposed corporate action creates
dissenters' rights, the notice must state that shareholders are, or may be
entitled to assert dissenters' rights, and must be accompanied by a copy of
the provisions of the Act governing such rights.
Section 2.5 Meetings by Telecommunications. Any or all of the shareholders may participate in an annual or special meeting of shareholders by, or the meeting may be conducted through the use of, any means of communication by which all persons participating in the meeting can hear each other during the meeting. A shareholder participating in a meeting by this means is considered to be present in person at the meeting.
Section 2.6 Fixing of Record Date. For the purpose of determining shareholders of any voting group entitled to notice of or to vote at any meeting of shareholders, or shareholders entitled to receive payment of any distribution or dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may fix in advance a date as the record date. Such record date shall not be more than 70 days prior to the meeting of shareholders or the payment of any distribution or dividend. If no record date is so fixed by the board of directors for the determination of shareholders entitled to notice of, or to vote at a meeting of shareholders, or shareholders entitled to receive a share dividend or distribution, or in order to make a determination of shareholders for any other proper purpose, the record date for determination of such shareholders shall be at the close of business on:
(a) With respect to an annual shareholder meeting or any special shareholder meeting called by the board of directors or any person specifically authorized by the board of directors or these bylaws to call a meeting, the day before the first notice is delivered to shareholders;
(b) With respect to a special shareholders' meeting demanded by the shareholders, the date the first shareholder signs the demand;
(c) With respect to the payment of a share dividend, the date the board of directors authorizes the share dividend;
(d) With respect to actions taken in writing without a meeting (pursuant to Article II, section 2.12), the date the first shareholder signs a consent; and
(e) With respect to a distribution to shareholders (other than one involving a repurchase or reacquisition of shares), the date the board authorizes the distribution.
When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section 2.6, such determination shall apply to any adjournment thereof unless the board of directors fixes a new record date. A new record date must be fixed if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
Section 2.7 Shareholder List. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete record of the shareholders entitled to vote at each meeting of shareholders, arranged in alphabetical order with the address of and the number of shares held by each. The list must be arranged by voting group (if such exists, see Article II, section 2.8) and within each voting group by class or series of shares. The shareholder list must be available for inspection by any shareholder, beginning on the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting. The list shall be available at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting is to be held. A shareholder, or his agent or attorney, is entitled, on written demand, to inspect and, subject to the requirements of section 2.18 of this Article II and sections 16-10a-1602 and 16-10a-1603 of the Act, or any sections of like tenor as from time to time amended, to inspect and copy the list during regular business hours, at his expense, during the period it is available for inspection. The corporation shall maintain the shareholder list in written form or in another form capable of conversion into written form within a reasonable time.
Section 2.8 Shareholder Quorum and Voting Requirements. If the articles of incorporation or the Act provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group.
Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, a bylaw adopted pursuant to section 2.9 of this Article II, or the Act provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
If the articles of incorporation or the Act provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately. Action may be taken by one voting group on a matter even though no action is taken by another voting group entitled to vote on the matter.
Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, a bylaw adopted pursuant to section 2.9 of this Article II, or the Act require a greater number of affirmative votes.
Section 2.9 Increasing Either Quorum or Voting Requirements. For purposes of this section 2.9, a "supermajority" quorum is a requirement that more than a majority of the votes of the voting group be present to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of the affirmative votes of a voting group at a meeting.
The shareholders, but only if specifically authorized to do so by the articles of incorporation, may adopt, amend, or delete a bylaw which fixes a "supermajority" quorum or "supermajority" voting requirement.
The adoption or amendment of a bylaw that adds, changes, or deletes a "supermajority" quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
A bylaw that fixes a supermajority quorum or voting requirement for shareholders may not be adopted, amended, or repealed by the board of directors.
Section 2.10 Proxies. At all meetings of shareholders, a shareholder may vote in person, or vote by proxy, executed in writing by the shareholder or by his duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the corporation or other person authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution unless otherwise provided in the proxy.
Section 2.11 Voting of Shares. Unless otherwise provided in the articles of incorporation, each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.
Except as provided by specific court order, no shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting; provided, however, the prior sentence shall not limit the power of the corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
Section 2.12 Corporation's Acceptance of Votes.
(a) If the name signed on a vote, consent, waiver, or proxy appointment or revocation corresponds to the name of a shareholder, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment or revocation and give it effect as the act of the shareholder.
(b) If the name signed on a vote, consent, waiver, or proxy appointment or revocation does not correspond to the name of its shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment or revocation and give it effect as the act of the shareholder if:
(1) the shareholder is an entity as defined in the Act and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation;
(3) the name signed purports to be that of receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder has been presented with respect to the vote, consent, waiver, or proxy appointment or revocation; and
(5) two or more persons are the shareholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, consent, waiver, or proxy appointment or revocation if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature or about the signatory's authority to sign for the shareholder.
(d) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment or revocation in good faith and in accordance with the standards of this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment or revocation under this section 2.12 is valid unless a court of competent jurisdiction determines otherwise.
Section 2.13 Inspectors of Election. There shall be appointed at least one inspector of the vote. Such inspector shall first take and subscribe an oath or affirmation faithfully to execute the duties of inspector at such meeting with strict impartiality and according to the best of his ability. Unless appointed in advance of any such meeting by the board of directors, such inspector shall be appointed for the meeting by the presiding officer. In the absence of any such appointment, the secretary of the corporation shall act as the inspector. No candidate for the office of director (whether or not then a director) shall be appointed as such inspector. Such inspector shall be responsible for tallying and certifying each vote, whether made in person or by proxy.
Section 2.14 Shareholder Action Without Meeting. Any action required or permitted to be taken at a meeting of the shareholders, except for the election of directors as set forth in section 2.15 of this Article II, may be taken without a meeting and without prior notice if one or more consents in writing, setting forth the action so taken, shall be signed by shareholders having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote with respect to the subject matter thereof are present. Directors may be elected without a meeting of shareholders by the written consent of the shareholders holding all of the shares entitled to vote for the election of directors. Unless the written consents of all shareholders entitled to vote have been obtained, notice of any shareholder approval without a meeting shall be given at least ten days before the consummation of the action authorized by the approval to (i) those shareholders entitled to vote who have not consented in writing, and (ii) those shareholders not entitled to vote and to whom the Act requires that notice of the proposed action be given. If the act to be taken requires that notice be given to nonvoting shareholders, the corporation shall give the nonvoting shareholders written notice of the proposed action at least ten days before the action is taken. The notice shall contain or be accompanied by the same material that would have been required if a formal meeting had been called to consider the action. A consent signed under this section 2.14 has the effect of a meeting vote and may be described as such in any document. The written consents are only effective if received by the corporation within a 60 day period and not revoked prior to the receipt of the written consent of that number of shareholders necessary to effectuate such action. Action taken pursuant to a written consent is effective as of the date the last written consent necessary to effect the action is received by the corporation, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action, in which case the later date shall be the effective date of the action. If the corporation has received written consents signed by all shareholders entitled to vote with respect to the action, the effective date of the action may be any date that is specified in all the written consents as the effective date of the action. Such consents may be executed in any number of counterparts or evidenced by any number of instruments of substantially similar tenor.
Section 2.15 Election of Directors. At all meetings of the shareholders at which directors are to be elected, except as otherwise set forth in any stock designation with respect to the right of the holders of any class or series of stock to elect additional directors under specified circumstances, directors shall be elected by a plurality of the votes cast at the meeting. The election need not be by ballot unless any shareholder so demands before the voting begins. Except as otherwise provided by law, the articles of incorporation, any preferred stock designation, or these bylaws, all matters other than the election of directors submitted to the shareholders at any meeting shall be decided by a majority of the votes cast with respect thereto.
Section 2.16 Business at Annual Meeting. At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (a) by or at the direction of the board of directors or (b) by any shareholder of record of the corporation who is entitled to vote with respect thereto. Notwithstanding anything in these bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this section. The officer of the corporation or other person presiding at the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions, and if such presiding officer should so determine and declare to the meeting that business was not properly brought before the meeting in accordance with such provisions and if such presiding officer should so determine, such presiding officer shall so declare to the meeting, and any such business so determined to be not properly brought before the meeting shall not be transacted.
Section 2.17 Conduct of Meeting. The board of directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of shareholders as it shall deem necessary, appropriate, or convenient. Subject to such rules and regulations of the board of directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations, and procedures and do all such acts as, in the judgment of such chairman, are necessary, appropriate, or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting, and the safety of those present, limitations on participation in such meeting to shareholders of record of the corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot, unless, and to the extent, determined by the board of directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with rules of parliamentary procedure.
Section 2.18 Shareholder's Rights to Inspect Corporate Records.
(a) Minutes and Accounting Records. The corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. The corporation shall maintain appropriate accounting records.
(b) Absolute Inspection Rights of Records Required at Principal Office. If a shareholder gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy, such shareholder (or his agent or attorney) has the right to inspect and copy, during regular business hours, any of the following records, all of which the corporation is required to keep at its principal office:
(1) its articles or restated articles of incorporation and all amendments to the articles of incorporation currently in effect;
(2) its bylaws or restated bylaws and all amendments to the bylaws currently in effect;
(3) the minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years;
(4) all written communications to shareholders within the past three years;
(5) a list of the names and business addresses of its current directors and officers;
(6) the most recent annual report of the corporation delivered to the Nevada Division of Corporations and Commercial Code; and
(7) all financial statements prepared for periods ending during the last three years that a shareholder could request under section 2.19.
(c) Conditional Inspection Right. In addition, if a shareholder gives the corporation a written demand made in good faith and for a proper purpose at least five business days before the date on which such shareholder wishes to inspect and copy, such shareholder describes with reasonable particularity his purpose and the records he desires to inspect, and the records are directly connected with his purpose, such shareholder of the corporation (or his agent or attorney) is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation:
(1) excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors acting on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under paragraph (b) of this section 2.18;
(2) accounting records of the corporation; and
(3) the record of shareholders (compiled no earlier than the date of the shareholder's demand).
(d) Copy Costs. The right to copy records includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. The corporation may impose a reasonable charge, covering the costs of labor and material (including third-party costs) for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
(e) Shareholder Includes Beneficial Owner. For purposes of this section 2.18, the term "shareholder" shall include a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Section 2.19 Financial Statements Shall be Furnished to the Shareholders. Upon written request of any shareholder, the corporation shall mail to such shareholder its most recent annual or quarterly financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
Section 2.20 Dissenters' Rights. Each shareholder shall have the right to dissent from and obtain payment for such shareholder's shares when so authorized by the Act, the articles of incorporation, these bylaws, or in a resolution of the board of directors.
ARTICLE III
BOARD OF DIRECTORS
Section 3.1 General Powers. Unless the articles of incorporation have dispensed with or limited the authority of the board of directors, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation shall be managed under the direction of, the board of directors.
Section 3.2 Number, Tenure, and Qualification of Directors. Unless permitted by the Act, the authorized number of directors shall be not less than three. The current number of directors shall be as determined (or as amended from time to time) by resolution adopted from time to time by either the shareholders or directors. Each director shall hold office until the next annual meeting of shareholders or until removed. However, if his term expires, he shall continue to serve until his successor shall have been elected and qualified, or until there is a decrease in the number of directors. A decrease in the number of directors does not shorten an incumbent director's term. Unless required by the articles of incorporation, directors do not need to be residents of Nevada or shareholders of the corporation.
Section 3.3 Regular Meetings of the Board of Directors. A regular meeting of the board of directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
Section 3.4 Special Meetings of the Board of Directors. Special meetings of the board of directors may be called by or at the request of the president or any one director. The person authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors.
Section 3.5 Notice of, and Waiver of Notice for, Special Director Meetings. Unless the articles of incorporation provide for a longer or shorter period, notice of any special director meeting shall be given at least two days prior thereto either orally, in person, by telephone, by any form of electronic communication, by mail, by private carrier, or by any other manner provided for in the Act. Any director may waive notice of any meeting. Except as provided in the next sentence, the waiver must be in writing, signed by the director entitled to the notice, and filed with the minutes or corporate records. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business and at the beginning of the meeting (or promptly upon his arrival) objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting. Unless required by the articles of incorporation or the Act, neither the business to be transacted at, nor the purpose of, any special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.
Section 3.6 Director Quorum. A majority of the number of directors in office immediately before the meeting begins shall constitute a quorum for the transaction of business at any meeting of the board of directors, unless the articles of incorporation require a greater number.
Any amendment to this quorum requirement is subject to the provisions of section 3.8 of this Article III.
Section 3.7 Directors, Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present when the vote is taken shall be the act of the board of directors unless the articles of incorporation require a greater percentage. Any amendment which changes the number of directors needed to take action, is subject to the provisions of section 3.8 of this Article III.
Unless the articles of incorporation provide otherwise, any or all directors may participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he objects at the beginning of the meeting (or promptly upon his arrival) to holding it or transacting business at the meeting; or (2) his dissent or abstention from the action taken is requested by such director to be entered in the minutes of the meeting; or (3) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
Section 3.8 Establishing a "Supermajority" Quorum or Voting Requirement for the Board of Directors. For purposes of this section 3.8, a "supermajority" quorum is a requirement that requires more than a majority of the directors in office to constitute a quorum; and a "supermajority" voting requirement is any requirement that requires the vote of more than a majority of those directors present at a meeting at which a quorum is present to be the act of the directors.
A bylaw that fixes a supermajority quorum or supermajority voting requirement may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders (unless otherwise provided by the shareholders); or
(2) if originally adopted by the board of directors, either by the shareholders or by the board of directors.
A bylaw adopted or amended by the shareholders that fixes a supermajority quorum or supermajority voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
Subject to the provisions of the preceding paragraph, action by the board of directors to adopt, amend, or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Section 3.9 Director Action Without a Meeting. Unless the articles of incorporation provide otherwise, any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if all the directors sign a written consent describing the action taken, and such consent is filed with the records of the corporation. Action taken by consent is effective when the last director signs the consent, unless the consent specifies a different effective date. A signed consent has the effect of a meeting vote and may be described as such in any document. Such consent may be executed in any number of counterparts, or evidenced by any number of instruments of substantially similar tenor.
Section 3.10 Removal of Directors. The shareholders may remove one or more directors at a meeting called for that purpose if notice has been given that the purpose of the meeting is such removal. The removal may be with or without cause unless the articles of incorporation provide that directors may only be removed with cause. If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him. If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him under cumulative voting is voted against his removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against such removal.
Section 3.11 Board of Director Vacancies. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the shareholders may fill the vacancy. During such time that the shareholders fail or are unable to fill such vacancies, then and until the shareholders act:
(1) the board of directors may fill the vacancy; or
(2) if the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders. If two or more directors are elected by the same voting group, only remaining directors elected by such voting group are entitled to vote to fill the vacancy of a director elected by the voting group if it is filled by directors.
A vacancy that will occur at a specific later date (by reason of resignation effective at a later date) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected. However, if his term expires, he shall continue to serve until his successor is elected and qualified or until there is a decrease in the number of directors.
Section 3.12 Director Compensation. Unless otherwise provided in the articles of incorporation, by resolution of the board of directors, each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
Section 3.13 Director Committees.
(a) Creation of Committees. Unless the articles of incorporation provide otherwise, the board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee must have two or more members, who serve at the pleasure of the board of directors.
(b) Selection of Members. The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation to take such action (or if not specified in the articles of incorporation, the number required by section 3.7 of this Article III to take action).
(c) Required Procedures. Sections 3.4, 3.5, 3.6, 3.7, 3.8, and 3.9 of this Article III, which govern meetings, action without meetings, notice and waiver of notice, quorum and voting requirements of the board of directors, apply to committees and their members.
(d) Authority. Unless limited by the articles of incorporation, each committee may exercise those aspects of the authority of the board of directors which the board of directors confers upon such committee in the resolution creating the committee; provided, however, a committee may not:
(1) authorize distributions to shareholders;
(2) approve, or propose to shareholders, action that the Act requires be approved by shareholders;
(3) fill vacancies on the board of directors or on any of its committees;
(4) amend the articles of incorporation pursuant to the authority of directors to do so granted by section 16-10a-1002 of the Act or any section of like tenor as from time to time amended;
(5) adopt, amend, or repeal bylaws;
(6) approve a plan of merger not requiring shareholder approval;
(7) authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors; or
(8) authorize or approve the issuance or sale or contract for sale of shares or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.
ARTICLE IV
OFFICERS
Section 4.1 Number of Officers. The officers of the corporation shall be a president and a secretary, both of whom shall be appointed by the board of directors. Such other officers and assistant officers as may be deemed necessary, including any vice-presidents, may be appointed by the board of directors. If specifically authorized by the board of directors, an officer may appoint one or more officers or assistant officers. The same individual may simultaneously hold more than one office in the corporation.
Section 4.2 Appointment and Term of Office. The officers of the corporation shall be appointed by the board of directors for a term as determined by the board of directors. If no term is specified, such term shall continue until the first meeting of the directors held after the next annual meeting of shareholders. If the appointment of officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each officer shall hold office until his successor shall have been duly appointed and shall have qualified, until his death, or until he shall resign or shall have been removed in the manner provided in section 4.3 of this Article IV.
Section 4.3 Removal of Officers. Any officer or agent may be removed by the board of directors or an officer authorized to do so by the board of directors at any time either before or after the expiration of the designated term, with or without cause. Such removal shall be without prejudice to the contract rights, if any, of the person so removed. Neither the appointment of an officer nor the designation of a specified term shall create any contract rights.
Section 4.4 President. The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall in general supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the shareholders and of the board of directors, if the chairman of the board is not present. The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, certificates for shares of the corporation and deeds, mortgages, bonds, contracts, or other instruments arising in the normal course of business of the corporation and such other instruments as may be authorized by the board of directors, except in cases where the signing and execution thereof shall be expressly delegated by the board of directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 4.5 Vice-Presidents. If appointed, in the event of the president's death or inability to act, the vice-president (or in the event there be more than one vice-president, the executive vice-president or, in the absence of any designation, the senior vice-president in the order of their appointment) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. A vice-president, if any, may sign, with the secretary or an assistant secretary, certificates for shares of the corporation the issuance of which has been authorized by resolution of the board of directors; and shall perform such other duties as from time to time may be assigned to him by the president or by the board of directors.
Section 4.6 Secretary. The secretary shall: (a) keep the minutes of
the proceedings of the shareholders and of the board of directors in one or
more books provided for that purpose; (b) see that all notices are duly given
in accordance with the provisions of these bylaws or as required by law; (c)
be custodian of the corporate records and of any seal of the corporation and,
if there is a seal of the corporation, see that it is affixed to all documents
the execution of which on behalf of the corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
corporation; (e) keep a register of the post office address of each
shareholder which shall be furnished to the secretary by such shareholders;
(f) sign with the president, or a vice-president, certificates for shares of
the corporation, the issuance of which has been authorized by resolution of
the board of directors; (g) have general charge of the stock transfer books of
the corporation; and (h) in general perform all duties incident to the office
of secretary and such other duties as from time to time may be assigned to him
by the president or by the board of directors.
Section 4.7 Treasurer. The treasurer, if any, and in the absence thereof of the secretary, shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the board of directors; and (c) in general perform all of the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the board of directors shall determine.
Section 4.8 Assistant Secretaries and Assistant Treasurers. Any assistant secretary, when authorized by the board of directors, may sign with the president or a vice-president certificates for shares of the corporation the issuance of which has been authorized by a resolution of the board of directors. Any assistant treasurer shall, if required by the board of directors, give bonds for the faithful discharge of his duties in such sums and with such sureties as the board of directors shall determine. Any assistant secretary or assistant treasurer, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors.
Section 4.9 Salaries. The salaries of the officers shall be fixed from time to time by the board of directors or by a duly authorized officer.
ARTICLE V
INDEMNIFICATION OF DIRECTORS, OFFICERS, AGENTS, AND EMPLOYEES
Section 5.1 Indemnification of Directors. The corporation shall indemnify any individual made a party to a proceeding because such individual was a director of the corporation to the extent permitted by and in accordance with section 16-10a-901, et seq. of the Act or any amendments of successor sections of like tenor.
Section 5.2 Advance Expenses for Directors. To the extent permitted by section 16-10a-904 of the Act or any section of like tenor as amended from time to time, the corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding, if:
(a) the director furnishes the corporation a written affirmation of his good faith belief that he has met the standard of conduct described in the Act;
(b) the director furnishes the corporation a written undertaking, executed personally or on his behalf, to repay advances if it is ultimately determined that he did not meet the standard of conduct (which undertaking must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment); and
(c) a determination is made that the facts then known to those making the determination would not preclude indemnification under section 5.1 of this Article V or section 16-10a-901 through section 16-10a-909 of the Act or similar sections of like tenor as from time to time amended.
Section 5.3 Indemnification of Officers, Agents, and Employees Who are not Directors. Unless otherwise provided in the articles of incorporation, the board of directors may authorize the corporation to indemnify and advance expenses to any officer, employee, or agent of the corporation who is not a director of the corporation, to the extent permitted by the Act.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 6.1 Certificates for Shares.
(a) Content. Certificates representing shares of the corporation shall at minimum, state on their face the name of the issuing corporation and that it is formed under the laws of the state of Nevada; the name of the person to whom issued; and the number and class of shares and the designation of the series, if any, the certificate represents; and be in such form as determined by the board of directors. Such certificates shall be signed (either manually or by facsimile) by the president or a vice-president and by the secretary or an assistant secretary and may be sealed with a corporate seal or a facsimile thereof. Each certificate for shares shall be consecutively numbered or otherwise identified.
(b) Legend as to Class or Series. If the corporation is authorized to issue different classes of shares or different series within a class, the designations, relative rights, preferences, and limitations applicable to each class and the variations in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series) must be summarized on the front or back of each certificate. Alternatively, each certificate may state conspicuously on its front or back that the corporation will furnish the shareholder this information without charge on request in writing.
(c) Shareholder List. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation.
(d) Transferring Shares. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the board of directors may prescribe.
Section 6.2 Shares Without Certificates.
(a) Issuing Shares Without Certificates. Unless the articles of incorporation provide otherwise, the board of directors may authorize the issuance of some or all the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.
(b) Written Statement Required. Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send the shareholder a written statement containing at minimum:
(1) the name of the issuing corporation and that it is organized under the laws of the state of Nevada;
(2) the name of the person to whom issued; and
(3) the number and class of shares and the designation of the series, if any, of the issued shares.
If the corporation is authorized to issue different classes of shares or different series within a class, the written statement shall describe the designations, relative rights, preferences, and limitations applicable to each class and the variation in rights, preferences, and limitations determined for each series (and the authority of the board of directors to determine variations for future series). Alternatively, each written statement may state conspicuously that the corporation will furnish the shareholder this information without charge on request in writing.
Section 6.3 Registration of the Transfer of Shares. Registration of the transfer of shares of the corporation shall be made only on the stock transfer books of the corporation. In order to register a transfer, the record owner shall surrender the shares to the corporation for cancellation, properly endorsed by the appropriate person or persons with reasonable assurances that the endorsements are genuine and effective. Unless the corporation has established a procedure by which a beneficial owner of shares held by a nominee is to be recognized by the corporation as the record owner of such shares on the books of the corporation shall be deemed by the corporation to be the owner thereof for all purposes.
Section 6.4 Restrictions on Transfer of Shares Permitted. The board of directors (or shareholders) may impose restrictions on the transfer or registration of transfer of shares (including any security convertible into, or carrying a right to subscribe for or acquire, shares). A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
A restriction on the transfer or registration of transfer of shares is authorized:
(a) to maintain the corporation's status when it is dependent on the number or identity of its shareholders;
(b) to preserve entitlements, benefits, or exemptions under federal, state, or local law; and
(c) for any other reasonable purpose.
A restriction on the transfer or registration of transfer of shares may:
(a) obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(b) obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;
(c) require the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; and
(d) prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section 6.4 and such person has knowledge of the restriction or its existence is noted conspicuously on the front or back of the certificate or is contained in the written statement required by section 6.2 of this Article VI with regard to shares issued without certificates. Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.
Section 6.5 Acquisition of Shares. The corporation may acquire its own shares and unless otherwise provided in the articles of incorporation, the shares so acquired constitute authorized but unissued shares.
If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, which amendment may be adopted by the shareholders or the board of directors without shareholder action. The articles of amendment must be delivered to the Nevada Division of Corporations and Commercial Code for filing and must set forth:
(a) the name of the corporation;
(b) the reduction in the number of authorized shares, itemized by class and series;
(c) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and
(d) if applicable, a statement that the amendment was adopted by the board of directors without shareholder action and that shareholder action was not required.
ARTICLE VII
DISTRIBUTIONS
The corporation may make distributions (including dividends on its outstanding shares) as authorized by the board of directors and in the manner and upon the terms and conditions provided by law and in the corporation's articles of incorporation.
ARTICLE VIII
CORPORATE SEAL
The board of directors may provide for a corporate seal which may have inscribed thereon any designation including the name of the corporation, Nevada as the state of incorporation, and the words "Corporate Seal."
ARTICLE IX
DIRECTORS CONFLICTING INTEREST TRANSACTIONS
A director's conflicting interest transaction may not be enjoined, be set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, solely because the director, or any person with whom or which the director has a personal, economic, or other association, has an interest in the transaction, if:
(a) directors' action respecting the transaction was at any time taken in compliance with section 16-10a-852 of the Act or any section of like tenor as amended from time to time;
(b) shareholders' action respecting the transaction was at any time taken in compliance with section 16-10a-853 of the Act or any section of like tenor as amended from time to time; or
(c) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
ARTICLE X
AMENDMENTS
The corporation's board of directors may amend or repeal the corporation's bylaws unless:
(a) the Act or the articles of incorporation reserve this power exclusively to the shareholders in whole or part; or
(b) the shareholders in adopting, amending, or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw; or
(c) the bylaw either establishes, amends, or deletes, a supermajority shareholder quorum or voting requirement (as defined in Article II, section 2.9).
Any amendment which changes the voting or quorum requirement for the board must comply with Article III, section 3.8, and for the shareholders, must comply with Article II, section 2.9.
The corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
ARTICLE XI
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the board of directors in consultation with the financial and tax advisors of the corporation.
CERTIFICATE OF OFFICER
The undersigned does hereby certify that such person is the Secretary of OCIS CORP., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada; that the above and foregoing bylaws of said corporation were duly and regularly adopted as such by the board of directors of said corporation by unanimous consent dated February 6, 2002, and that the above and foregoing bylaws are now in full force and effect and supersede and replace any prior bylaws of the corporation.
DATED this 6th day of February, 2002.
/S/ Kirk Blosch, Secretary |
EXHIBIT 4.01
Specimen Stock Certificate
NUMBER SHARES
XXXX XXX
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA: February 6, 2002
OCIS Corp.
CAPITAL STOCK: 90,000,000 SHARES COMMON STOCK AT $0.001 PAR VALUE, FULLY PAID AND NON-ASSESSABLE
This Certifies that ----------------------------is the registered holder of
********
shares of the Capital Stock of OCIS Corp., transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this certificate to be signed by its duly authorized officers this ____ day of _________, A.D. 2002.
EXHIBIT 5.01 & 23.01
Victor D. Schwarz
4764 South 900 East, Suite 3(A)
Holliday, UT 84117
June 26, 2002
Board of Directors
OCIS Corp.
3942 South 210 West
Salt Lake City, Utah 84107
Re: OCIS Corp.
Registration Statement on Form SB-2
Gentlemen:
We have been retained by OCIS Corp. (the "Company") in connection with the registration statement (the "Registration Statement") on Form SB-2, and any amendments thereto, to be filed by the Company with the Securities and Exchange Commission relating to the securities of the Company. You have requested that we render our opinion as to whether or not the securities proposed to be sold on the terms set forth in the Registration Statement will be validly issued, fully paid, and nonassessable.
In connection with this request, we have examined the following:
1. Articles of Incorporation of the Company;
2. Bylaws of the Company;
3. Unanimous consent resolutions of the Company's board of directors;
4. The Registration Statement.
We have examined such other corporate records and documents and have made such other examinations as we have deemed relevant.
Based on the above examination, we are of the opinion that the securities of the Company to be sold pursuant to the Registration Statement, when sold and issued, will be validly authorized and issued, fully paid, and nonassessable under corporate laws of the state of Nevada.
This opinion is limited in scope to the shares being sold pursuant to the Registration Statement and does not cover subsequent issuance of shares to be made in the future.
Further, we consent to our name, Victor D. Schwarz, LLC, being included in the Registration Statement as having rendered the foregoing opinion and as having represented the Company in connection with the Registration Statement.
Sincerely,
Victor D. Schwarz, LLC
/S/Victor D. Schwarz, Esq. |
Exhibit 10.01
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is entered into effective the 6th day of February, 2002, by and between Brent W. Schlesinger, an individual and P.S. Enterprises, a Utah DBA, hereinafter referred to collectively as "Seller," and OCIS CORP., a Nevada Corporation, hereinafter referred to as "Buyer," based on the following:
Premises
a) Seller is involved in the purchase and sale of warehousing and other business equipment.
b) Buyer wants to purchase the assets of Seller used in its business operation including its inventory.
c) Seller wishes to sell its assets to Buyer.
Agreement
Based on the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to the parties to be derived herefrom, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
ARTICLE I
Sale of Assets
1.01 Sale of Assets. On the terms, and subject to the conditions, set forth in this Agreement, on the closing date, Seller agrees to sell, transfer, convey and deliver to Buyer and Buyer agrees to accept and purchase all of Seller's existing assets used in connection with its business of purchasing and selling warehousing and business equipment located at 3942 South 210 West, Salt Lake City, Utah, including, without limiting the generality of the foregoing, the tangible personal property and equipment all as more particularly described in Exhibit "A," attached hereto and incorporated herein by this reference, which principally consist of Seller's inventory. Such sale, conveyance, transfer, and delivery shall be free and clear of all liabilities, obligations, liens, and encumbrances. Except as specifically set forth herein, no other assets of Seller are to be sold, transfer, conveyed or delivered to Buyer.
1.02 Consideration for Sale of Business. In consideration of the conveyance from Seller to Buyer, Buyer hereby agrees to deliver to Seller, one hundred thousand (100,000) shares of Buyer's Common Stock, par value $0.001 per share and a promissory note, attached hereto as exhibit "B" and made a part hereof by this reference, in the amount of fifty thousand dollars ($50,000) due and payable no later than one year from the date of this Agreement. The purchase price, and related promissory note, shall be adjusted down by the amount that the purchase invoices for the inventory delivered is less than the purchase price of fifty five thousand dollars ($55,000). All adjustments shall be made to the promissory note and not to the amount of shares deliverable.
1.03 Further Assurances. At the Closing and from time to time thereafter, Buyer shall execute such additional instruments and take such other action as Seller may reasonably request, without undue cost to Buyer in order to more effectively sell, transfer, and assign clear title and ownership to the assets attached as exhibit "A."
1.04 Closing and Parties. The Closing contemplated hereby shall be held at a mutually agreed upon time and place (the "Closing Date"). The Closing may be accomplished by wire, express mail, overnight courier, conference telephone call or as otherwise agreed to by the respective parties or their duly authorized representatives.
1.05 Effective Date. The effective date of the transactions provided for in this Article I shall be deemed to have occurred on, February 6, 2002.
1.06 Access to Properties and Records Prior to Closing. Until the Closing Date, Seller will afford to Buyer full access to the properties of the Seller in order that Buyer may have full opportunity to make such reasonable investigation as it shall desire to make of the assets of Seller.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF SELLER
2.01 Title to Assets. The Seller represents, warrants, and covenants to Buyer that the Seller is the lawful owner of all property transferred hereby; that the property is free from any and all liens and encumbrances; that Seller has the right, power, and authority to transfer the property to Buyer without the approval of any other person; and that Seller will warrant and defend title to the property against the claims and demands of all persons arising out of or in connection with any act or event occurring prior to the date of this Agreement.
2.02 Condition of Property. All property, including inventory, to be transferred pursuant to this Agreement is in good and working condition and may be sold in a working condition for the purposes in which it is intended to be used.
2.03 Representations and Warranties Regarding Securities Laws. In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for this transaction, the signing of this Agreement and the delivery of appropriate separate representations shall constitute the parties acceptance of, and concurrence in, the following representations and warranties:
(a) Seller acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of acquiring the shares of Common Stock or Unit, and that this transaction involves certain risks.
(b) Seller has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated.
(c) Seller has such knowledge and experience in business and financial matters that he is capable of evaluating each business.
(d) Seller has been provided with copies of all materials and information he requested, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby.
(e) All information which Seller has provided to Buyer or its representatives concerning his suitability and intent to hold the shares of Common Stock following the transactions contemplated hereby is complete, accurate, and correct.
(f) Seller has not offered or sold any securities of Buyer or interest in this Agreement and has no present intention of dividing the shares of Common Stock to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such stock or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance.
(g) Seller understands that the shares of Common Stock have not been registered, but are being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject shares of Common Stock may, under certain circumstances, be inconsistent with this exemption and may make Seller an "underwriter," within the meaning of the Securities Act. It is understood that the definition of "underwriter" focuses upon the concept of "distribution" and that any subsequent disposition of the subject shares of Common Stock can only be effected in transactions which are not considered distributions. Generally, the term "distribution" is considered synonymous with "public offering" or any other offer or sale involving general solicitation or general advertising. Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and a limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in rule 144 promulgated under the Securities Act, and, after one year after the date the shares of Common Stock are fully paid for, as calculated in accordance with rule 144(d), sales of securities in reliance upon rule 144 can only be made in limited amounts in accordance with the terms and conditions of that rule. After two years from the date the securities are fully paid for, as calculated in accordance with rule 144(d), they can generally be sold without meeting those conditions, provided the holder is not (and has not been for the preceding three months) an affiliate of the issuer.
(h) Seller acknowledges that the shares of Common Stock must be held and may not be sold, transferred, or otherwise disposed of for value unless they are subsequently registered under the Securities Act or an exemption from such registration is available. Buyer is not under any obligation to register the shares of Common Stock under the Securities Act. If rule 144 is available after one year and prior to two years following the date the shares are fully paid for, only routine sales of such shares of Common Stock in limited amounts can be made in reliance upon rule 144 in accordance with the terms and conditions of that rule. Buyer is not under any obligation to make rule 144 available, except as may be expressly agreed to by it in writing in this Agreement, and in the event rule 144 is not available, compliance with regulation A or some other disclosure exemption may be required before Seller can sell, transfer, or otherwise dispose of such shares of Common Stock without registration under the Securities Act. Buyer will maintain a stop transfer order against the registration or transfer of the shares of Common Stock, and the certificates representing the shares of Common Stock will bear a legend in substantially the following form so restricting the sale of such securities:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE 144 PROMULGATED UNDER THE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR TRANSFERRED WITHOUT COMPLYING WITH RULE 144 IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT.
(I) Buyer may refuse to register further transfers or resales of the shares of Common Stock in the absence of compliance with rule 144 unless the Seller furnish Buyer with a "no-action" or interpretive letter from the SEC or an opinion of counsel reasonably acceptable to Buyer stating that the transfer is proper. Further, unless such letter or opinion states that the shares of Common Stock are free of any restrictions under the Securities Act, Buyer may refuse to transfer the securities to any transferee who does not furnish in writing to Buyer the same representations and agree to the same conditions with respect to such shares of Common Stock as set forth herein. Buyer may also refuse to transfer the shares of Common Stock if any circumstances are present reasonably indicating that the transferee's representations are not accurate.
(J) Seller is aware that there currently is no trading market for Buyer's securities and any investment in Buyer should be viewed as a long term, illiquid, investment subject to a high degree of risk.
2.04 Additional Documentation and Representations.
(a) In connection with the transaction contemplated by this Agreement, Buyer and Seller shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the State or Utah unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.
(b) In order to more fully document reliance on the exemptions as provided herein, Buyer and Seller shall execute and deliver to the other, at or prior to the Closing, such further letters of representation, acknowledgment, suitability, or the like as Buyer and Seller and their counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter.
(c) Buyer and Seller acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.
ARTICLE III
SPECIAL COVENANTS
3.01 Activities of Seller.
(a) From and after the date of this Agreement until the Closing Date and except as contemplated by this Agreement, Seller will each:
(i) Carry on its business in substantially the same manner as it has heretofore;
(ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; and
(iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business.
3.02 Covenant not to Compete. Brent W. Schlesinger agrees that he will not compete with the business of Buyer as it relates to the purchase and sale of warehousing and other business equipment for a period of twelve months from the date of this Agreement. Brent W. Schlesinger will be able to engage in the purchase and sale of warehousing and business equipment if Buyer has agreed that it is not interested in purchasing and selling a specific item presented to Buyer by Seller. In the event of a breach or threatened breach of the foregoing covenants not to compete, Buyer and Seller, as applicable, shall have the right to have such covenants specifically enforced by any court having jurisdiction; it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the nonbreaching party. If in any judicial proceeding, a court shall refuse to enforce any of the covenants included in this section because of the duration of such provisions or the area covered thereby, Buyer and Seller agree that the court making such determination shall have the power to reduce the duration and/or areas of such provisions and to enforce such provision in its reduced form.
3.03 Compliance with Securities Laws. The consummation of this Agreement and the transactions herein contemplated, including the sale of the common stock by Buyer to the Seller as contemplated hereby, constitutes the offer and sale of securities under the Securities Act of 1933, as amended, and certain state statues. Such transactions shall be consummated in reliance on
exemptions from the registration and prospectus delivery requirements of such statutes that depend, inter alia, upon the circumstances under which Seller acquires such shares of common stock. In connection with reliance upon exemptions from the registration and the prospectus delivery requirements for such transactions, Seller shall provide Buyer with such representations and assurances as Buyer may reasonably request. The parties shall cooperate and utilize their best efforts to document reliance on exemptions from registration under applicable federal and state securities laws.
ARTICLE IV
MISCELLANEOUS
4.01 Brokers. Buyer and Seller agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution, or consummation of this Agreement. Further, Buyer and Seller each agree to indemnify the other against any claim by any third person for any commission, brokerage, or finder's fee or other payment with respect to this Agreement or the transactions contemplated hereby based on any alleged agreement or understanding between such party and such third person, whether express or implied, from the actions of such party.
The covenants set forth in this section shall survive the Closing Date and the consummation of the transactions herein contemplated.
4.02 No Representation Regarding Tax Treatment. No representation or warranty is being made by any party to any other regarding the treatment of this transaction for federal or state income taxation. Each party has relied exclusively on its own legal, accounting, and other tax adviser regarding the treatment of this transaction for federal and state income taxes and on no representation, warranty, or assurance from any other party or such other party's legal, accounting, or other adviser.
4.03 Governing Law. This Agreement shall be governed by, enforced and construed under and in accordance with the laws of the State of Utah.
4.04 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered, if sent by facsimile or telecopy transmission or other electronic communication confirmed by registered or certified mail, postage prepaid, or if sent by prepaid overnight courier addressed as follows:
If to Buyer, to: OCIS CORP. If to Seller, to: Brent W. Schlesinger
2081 South Lakeline Drive 258 East 7160 South
Salt Lake City, Utah 84109 Midvale, Utah 84047
Fax: (801) 487-8117 Fax: (801) 256-9846
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or such other addresses as shall be furnished in writing by any party in the manner for giving notices, hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered or sent by facsimile or telecopy transmission or other electronic communication, or one day after the date so sent by overnight courier.
4.05 Attorney's Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.
4.06 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter hereof. All previous agreements between the parties, whether written or oral, have been merged into this Agreement. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.
4.07 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.
4.08 Third Party Beneficiaries. This Agreement is solely between Buyer and Seller and no director, officer, stockholder, employee, agent independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
4.09 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and such remedies may be enforced concurrently, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the
(The rest of this page intentionally left blank.)
party or parties for whose benefit the provision is intended.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above written.
SELLER: BRENT W. SCHLESINGER;
P.S. ENTERPRISES, DBA
By:_______/s/__________________________
Brent W. Schlesinger, on behalf of
P.S. Enterprises, DBA
_______/s/_____________________________
Brent W. Schlesinger, Individually
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BUYER: OCIS CORP.
By:_/s/________________________________
A Duly Authorized Officer
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
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On this 6th day of February, 2002, personally appeared before me Brent W. Schlesinger, whose identity is personally known to me and who by me duly sworn, did say that he is the owner of P.S. Enterprises and that said document was signed by him on behalf of P.S. Enterprises and personally.
________/s/______________________________________
NOTARY PUBLIC
STATE OF UTAH )
ss.
COUNTY OF SALT LAKE )
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On this 6th day of February, 2002, personally appeared before me Kirk Blosch, whose identity is personally known to me and who by me duly sworn, did say said document was signed, by him on behalf of OCIS CORP. and said Kirk Blosch acknowledged to me that said corporation executed the same.
___________/s/_______________________________ NOTARY PUBLIC |
Exhibit A To
Asset Purchase Agreement
QUANTITY DESCRIPTION NET EACH $$TOTAL $$ RETAIL $$ NEW $$
280 SPEED RACK BEAMS 96" $8.00 $2,240.00 $14.00 $21.00
130 SPEED RACK BEAMS 92" $6.00 $780.00 $12.00 $20.00
18 SPEED RACK UP. 42"x132" $20.00 $360.00 $35.00 $60.00
60 SPEED RACK BEAMS 62" $4.00 $240.00 $10.00 $16.00
17 SPEED RACK UP. 44"x217" $35.00 $595.00 $60.00 $110.00
15 SPEED RACK UP. 44"x192" $35.00 $525.00 $50.00 $90.00
500 STURDIBUILT BEAMS 106" $8.00 $4,000.00 $14.00 $21.00
68 STURDIBUILT BEAMS 94" $7.00 $476.00 $12.00 $19.00
80 STURDIBUILT UP. 38"x96" $12.00 $960.00 $25.00 $45.00
20 STURDIBUILT UP. 38"x144" $20.00 $400.00 $45.00 $60.00
40 STURDIBUILT UP. 38"x70" $10.00 $400.00 $20.00 $40.00
260 I-SERIES BEAMS 104" $8.00 $2,080.00 $14.00 $22.00
60 I-SERIES BEAMS 108" $10.00 $600.00 $16.00 $23.00
70 I-SERIES BEAMS 96" $8.00 $560.00 $14.00 $21.00
180 I-SERIES BEAMS 60" $4.00 $720.00 $10.00 $18.00
10 I-SERIES UP. 44"x224" $50.00 $500.00 $85.00 $130.00
5 I-SERIES UP. 42"x192" $35.00 $175.00 $60.00 $95.00
6 I-SERIES UP. 52"x144" $20.00 $120.00 $45.00 $75.00
20 I-SERIES UP. 38"x96" $15.00 $300.00 $35.00 $45.00
10 I-SERIES UP. 36"x144" $20.00 $200.00 $45.00 $65.00
60 T-BOLT BEAMS 98" $8.00 $480.00 $12.00 $21.00
50 T-BOLT BEAMS 96" $8.00 $400.00 $12.00 $21.00
24 SECTIONSKINGWAY CARTON FLOW RACK $200.00 $4,800.00 $500.00 $900.00
300 POS. FRAZIER PUSH-BACK RACK $25.00 $7,500.00 $45.00 $85.00
22 HYTROL SKATE WHL. CONVEYOR $20.00 $440.00 $45.00 $100.00
3 HYTROL SLIDER BED POW.CONV. $400.00 $1,200.00 $900.00 $1,880.00
1 AM LIFT TABLE w/TURN TABLE $800.00 $800.00 $1,500.00 $3,800.00
1 LITTLE DAVID AUTO BOX TAPER $500.00 $500.00 $1,500.00 $4,000.00
1 SHREADER FAN 10HP $500.00 $500.00 $1,000.00 $3,500.00
1 SHREADER FAN 15HP $500.00 $500.00 $1,000.00 $3,800.00
1 AM BARREL 1 TON HOIST 22OV $400.00 $400.00 $750.00 $1,200.00
80 WIRE DECKS 36"-48" $4.00 $320.00 $10.00 $19.00
1 HYSTER FORKLIFT ELECT. R45 $3,500.00 $3,500.00 $5,500.00 $22,000.00
1 HYSTER FORKLIFT L/P S30E $3,500.00 $3,500.00 $5,000.00 $17,000.00
1 ALLIS CHALMERS ACC40 L/P $3,000.00 $3,000.00 $4,500.00 $15,000.00
1 CLARK FORKLIFT ELECT. EC500-50 $3,500.00 $3,500.00 $5,500.00 $18,000.00
1 CAT FORKLIFT T-60C L/P $3,500.00 $3,500.00 $5,500.00 $19,000.00
1 TENANT 260 FLOOR SCRUBBER LP $1,000.00 $1,000.00 $2,500.00 $10,000.00
TOTAL $52,071.00
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Exhibit 10.02
ADDENDUM TO
PURCHASE AND SALE AGREEMENT
AND
PROMISSORY NOTE
THIS ADDENDUM TO THE PURCHASE AND SALE AGREEEMENT AND PROMISSORY NOTE, both dated February 6, 2002, is entered into this 31st day of March, 2002, by and between OCIS Corp. ("OCIS") and Brent W. Schlesinger ("Schlesinger").
Premises
Pursuant to the terms of the Purchase and Sale Agreement dated February 6, 2002, OCIS and Schlesinger agreed to modify the purchase price of the assets being purchased based on an itemized inventory list. The list and subsequent hand count resulted in a total of $45,626 in inventory having been purchased, based on a lower of cost or market valuation. Accordingly, the parties want to set forth in this writing that the promissory note is being reduced to $40,626, after giving effect to the $5,000 payment in shares of OCIS common stock.
Agreement
Based on the stated premises, which are incorporated herein by reference, and for and in consideration of the mutual covenants and agreements hereinafter set forth, the mutual benefits to the parties to be derived herefrom, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, it is hereby agreed as follows:
1. Reduction in Purchase Price. The parties hereby agree that the purchase price for the assets shall be $45,626 with the resulting promissory note being reduced to $40,626.
2. Ratification. Except as expressly amended hereby, the terms of the Agreement are hereby ratified and approved as originally written.
Brent W. Schlesinger
/s/
________________________________
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OCIS Corp.
By:_________/s/____________________ A Duly Authorized Officer |
Exhibit 10.03
PROCEEDS ESCROW AGREEMENT
THIS PROCEEDS ESCROW AGREEMENT (the "Agreement") is made and entered into this _____ day of June, 2002, by and between OCIS CORP., a Nevada corporation (the "Company"), and ESCROW SPECIALISTS, Salt Lake City, Utah (the "Escrow Agent").
Premises
The Company proposes to offer for sale to the general public in certain states up to 600,000 shares of common stock, par value $0.001, at an offering price of $0.25 per share (the "Shares"), pursuant to the registration provisions of the Securities Act of 1933, as amended, and pursuant to a registration statement on Form SB-2 (the "Registration Statement"), SEC File No. __________, on file with the Securities and Exchange Commission (the "Commission"). The Company will offer the Shares for sale through its officers and directors on a "best efforts, all or none" basis in accordance with the terms of the prospectus (the "Prospectus") included in the Registration Statement. In accordance with the terms of the Prospectus, the Company desires to provide for the escrow of the minimum subscription payments for Shares until the amount, as set forth below, has been received.
Agreement
NOW, THEREFORE, the parties hereto agree as follows:
1. Until termination of this Agreement, all funds collected by the Company from subscriptions for the purchase of Shares in the subject offering shall be deposited promptly with the trust department of the Escrow Agent, but in any event no longer than noon of the next business day following receipt.
2. Concurrently with transmitting funds to the trust department of the Escrow Agent, the Company shall also deliver to the Escrow Agent a schedule setting forth the name and address of each subscriber whose funds are included in such transmittal, the number of Shares subscribed for, and the dollar amount paid. All funds so deposited shall remain the property of the subscriber and shall not be subject to any lien or charges by Escrow Agent, or judgments or creditors' claims against the Company until released to it in the manner hereinafter provided.
3. If at any time prior to the expiration of the minimum offering period, as specified in paragraph 4, $75,000 has been deposited pursuant to this Agreement, the Escrow Agent shall promptly confirm the receipt of such funds to the Company and on written request of the Company, promptly transmit the balance to the Company (such event is hereinafter referred to as the "Closing"). Thereafter, the Escrow Agent shall continue to accept deposits from the Company and transmit without further request or instruction the balance to the Company until the offering is terminated.
4. If within 120 days after the effective date of the Registration Statement, the Company has not deposited $75,000 in good funds with the Escrow Agent, the Escrow Agent shall so notify the Company and shall promptly transmit to those investors who subscribed for the purchase of the Shares the amount of money each such investor so paid. The Escrow Agent shall furnish to the Company an accounting for the refund in full to all subscribers.
5. If at any time prior to the termination of the escrow the Escrow Agent is advised by the Commission that a stop order has been issued with respect to the Registration Statement, the Escrow Agent shall, 20 days after the date of any such stop order, return all funds to the respective subscribers unless it receives written notice within such 20-day period that the stop order has been lifted.
6. It is understood and agreed that the duties of the Escrow Agent are entirely ministerial, being limited to receiving monies from the Company and holding and disbursing such monies in accordance with this Agreement. The Escrow Agent shall have no obligation to invest the offering proceeds.
7. The Escrow Agent acts hereunder as a depository only, and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of any instrument deposited with it, or with respect to the form or execution of the same, or the identity, authority or rights of any person executing or depositing the same.
8. The Escrow Agent shall not take any action pursuant to additional escrow instructions not included herein unless such instructions are in writing and have been signed by the Company.
9. The Escrow Agent shall not be required to take or be bound by notice of any default of any person or to take such default involving any expense or liability, unless notice in writing is given to an officer of the Escrow Agent of such default by the undersigned or any of them, and unless it is indemnified in a manner satisfactory to it against any expense or liability arising therefrom.
10. The Escrow Agent shall not be liable for acting on any notice, request, waiver, consent, receipt, or other paper or document believed by the Escrow Agent to be genuine and to have been signed by the proper party or parties.
11. The Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct.
12. The Escrow Agent shall not be answerable for the default or misconduct of any agent, attorney, or employee appointed by it if such agent attorney, or employee shall have been selected with reasonable care.
13. The Escrow Agent may consult with legal counsel in the event of any dispute or question as to the consideration of the foregoing instructions or the Escrow Agent's duties hereunder, and the Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.
14. In the event of any disagreement between the Company and the Escrow Agent and/or any other person, resulting in adverse claims and/or demands being made in connection with or for any papers, money, or property involved herein or affected hereby, the Escrow Agent shall be entitled at its option to refuse to comply with any such claim, or demand so long as such disagreement shall continue and, in so refusing, the Escrow Agent shall not be or become liable to the undersigned or any of them or to any person named in the foregoing instructions for the failure or refusal to comply with such conflicting or adverse demands, and the Escrow Agent shall be entitled to continue to so refrain and refuse to so act until (a) the rights of adverse claimants have been fully adjudicated in a court assuming and having jurisdiction of the parties and the securities, monies, papers, and property involved herein or affected hereby; and/or (b) all differences shall have been adjusted by agreement and the Escrow Agent shall have been notified in writing signed by all of the interested parties.
15. The Escrow Agent reserves the right to resign hereunder, upon ten (10) days prior written notice to the Company. In the event of said resignation, and prior to the effective date thereof, the Company, by written notice to the Escrow Agent, shall designate a successor escrow agent to assume the responsibilities of the Escrow Agent under this Agreement, and the Escrow Agent immediately shall deliver any undisbursed offering proceeds to such successor escrow agent. If the Company shall fail to designate such a successor escrow agent within such time period, the Escrow Agent may deliver any undisbursed offering proceeds into the registry of any court having jurisdiction.
16. The consideration for its agreement to act as the Escrow Agent is $ 100.00, the receipt of which is hereby acknowledged for the first 25 checks received and $1.00 for each check after 25. In addition, if $75,000 is not received in escrow within the escrow period and the Escrow agent is required to return funds to investors as provided in section 4, the Escrow Agent shall receive a fee of $5.00 per check for such services. The fee agreed on for services rendered hereunder is intended as full compensation for the Escrow Agent's services as contemplated by this Agreement; however, in the event that the conditions of this Agreement are not fulfilled, the Escrow Agent renders any material service not contemplated by this Agreement, there is any assignment of interest in the subject matter of this Agreement, there is any material modification hereof, any material controversy arising hereunder, or the Escrow Agent is made a party to or justifiably intervenes in any litigation pertaining to this Agreement or the subject matter hereof, the Escrow Agent shall be reasonably compensated for such extraordinary expenses, including reasonable attorneys' fees, occasioned by any delay, controversy, litigation, or event. Any additional compensation to the Escrow Agent arising as a result of litigation pertaining to this Agreement and any other additional compensation to the Escrow Agent shall be paid by the Company.
17. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, including any successor to the Escrow Agent in the event of its liquidation; provided, however, that no party may assign this Agreement or any interest herein without the prior written consent of the other parties.
18. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah and the laws of the United States applicable to the State of Utah.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, as of the date first above written.
OCIS Corp., a Utah Corporation
Brent W. Schlesinger
President
I, Dennis Simpson, a duly authorized officer of the Escrow Agent, hereby acknowledge receipt of this Agreement and agree to act as Escrow Agent in accordance with said Agreement and on the terms and conditions above set forth this ______ day of June, 2002.
ESCROW SPECIALISTS
Dennis Simpson
Duly Authorized Officer
Exhibit 10.04
$7,500.00(U.S.) Dated: February 6, 2002
PROMISSORY NOTE
FOR VALUE RECEIVED, Jeff Holmes ("Maker"), promises to pay to OCIS Corp., a Nevada corporation ("Holder"), or order, seven thousand five hundred dollars ($7,500.00).
Premises
This Note relates to the purchase of shares of the Holder's common stock.
Note
1. Payments. The principal on the obligation represented hereby shall be repaid in full at the earlier of (i) December 31, 2002 or (ii) demand of the Holder.
2. Interest. The obligation shall bear simple interest at the rate of six percent (6%) per annum. All interest shall be due and payable December 31, 2002, unless Holder demands payment of the principal earlier in which case the interest shall be due at the same time.
3. Type and place of Payments. Payment of principal and interest shall be made in lawful money of the United States of America to the above named Holder at its offices in Salt Lake City, Utah, or order.
4. Prepayment. Advance payment or payments may be made on the principal and interest, without penalty or forfeiture. There shall be no penalty for any prepayment.
5. Default. Upon the occurrence or during the continuance of any one or more of the events hereinafter enumerated, Holder or the holder of this Note may forthwith or at any time thereafter during the continuance of any such event, by notice in writing to the Maker, declare the unpaid balance of the principal and interest on the Note to be immediately due and payable, and the principal and interest shall become and shall be immediately due and payable without presentation, demand, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Maker, such events being as follows:
(a) Default in the payment of the principal and interest of this Note or any portion thereof when the same shall become due and payable, whether at maturity as herein expressed, by acceleration, or otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to Maker;
(b) Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or shall file an answer admitting the jurisdiction of the court and any material allegations of an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof, or shall be adjudicated bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or any substantial portion of its property, or Maker shall make an assignment to any agent authorized to liquidate any substantial part of its assets; or
(c) An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the Maker, or an order of any court shall be entered appointing any receiver or trustee of or for Maker, or any receiver or trustee of all or any substantial portion of the property of Maker, or a writ or warrant of attachment or any similar process shall be issued by any court against all or any substantial portion of the property of Maker, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or bonded within 60 days after its entry or levy.
6. Attorneys' Fees. If this Note is placed with an attorney for collection, or if suit be instituted for collection, herein, then in such event, the undersigned agrees to pay reasonable attorneys' fees, costs, and other expenses incurred by holder in so doing.
7. Construction. This Note shall be governed by and construed in accordance with the laws of the state of Utah.
Jeff Holmes
Exhibit 10.05
$7,500.00(U.S.) Dated: February 6, 2002
PROMISSORY NOTE
FOR VALUE RECEIVED, Kirk Blosch ("Maker"), promises to pay to OCIS Corp., a Nevada corporation ("Holder"), or order, seven thousand five hundred dollars ($7,500.00).
Premises
This Note relates to the purchase of shares of the Holder's common stock.
Note
1. Payments. The principal on the obligation represented hereby shall be repaid in full at the earlier of (i) December 31, 2002 or (ii) demand of the Holder.
2. Interest. The obligation shall bear simple interest at the rate of six percent (6%) per annum. All interest shall be due and payable December 31, 2002, unless Holder demands payment of the principal earlier in which case the interest shall be due at the same time.
3. Type and place of Payments. Payment of principal and interest shall be made in lawful money of the United States of America to the above named Holder at its offices in Salt Lake City, Utah, or order.
4. Prepayment. Advance payment or payments may be made on the principal and interest, without penalty or forfeiture. There shall be no penalty for any prepayment.
5. Default. Upon the occurrence or during the continuance of any one or more of the events hereinafter enumerated, Holder or the holder of this Note may forthwith or at any time thereafter during the continuance of any such event, by notice in writing to the Maker, declare the unpaid balance of the principal and interest on the Note to be immediately due and payable, and the principal and interest shall become and shall be immediately due and payable without presentation, demand, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Maker, such events being as follows:
(a) Default in the payment of the principal and interest of this Note or any portion thereof when the same shall become due and payable, whether at maturity as herein expressed, by acceleration, or otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to Maker;
(b) Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or shall file an answer admitting the jurisdiction of the court and any material allegations of an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof, or shall be adjudicated bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or any substantial portion of its property, or Maker shall make an assignment to any agent authorized to liquidate any substantial part of its assets; or
(c) An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the Maker, or an order of any court shall be entered appointing any receiver or trustee of or for Maker, or any receiver or trustee of all or any substantial portion of the property of Maker, or a writ or warrant of attachment or any similar process shall be issued by any court against all or any substantial portion of the property of Maker, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or bonded within 60 days after its entry or levy.
6. Attorneys' Fees. If this Note is placed with an attorney for collection, or if suit be instituted for collection, herein, then in such event, the undersigned agrees to pay reasonable attorneys' fees, costs, and other expenses incurred by holder in so doing.
7. Construction. This Note shall be governed by and construed in accordance with the laws of the state of Utah.
Kirk Blosch
Exhibit 10.06
$40,626.00(U.S.) Dated: February 6, 2002
PROMISSORY NOTE
(Secured/Non-Recourse)
FOR VALUE RECEIVED, OCIS CORP., a Nevada corporation ("Maker"), promises to pay to Brent W. Schlesinger ("Holder"), or order, forty thousand six hundred sixty six dollars ($40,626.00).
Premises
This Note relates to the Purchase and Sales Agreement, by and between Maker and Holder.
Note
1. Payments. The principal on the obligation represented hereby shall be repaid in full on or before February 6, 2003, one year from the date of this note; provided however, the principal shall be due and payable in full on the closing of any public offering of securities by Maker and provided that, as set forth in paragraph 8 hereof, all proceeds from the sale of the assets purchased by this promissory note shall be applied to the payment of this note, less selling expenses;
2. Interest. The obligation shall bear simple interest at the rate of six percent (6%) per annum. All interest shall be due and payable February 6, 2003, one year from the date of this Note; provided however, interest shall be due and payable in full on the closing of any public offering of securities by Maker.
3. Type and place of Payments. Payment of principal and interest shall be made in lawful money of the United States of America to the above named Holder at its offices in Salt Lake City, Utah, or order.
4. Prepayment. Advance payment or payments may be made on the principal and interest, without penalty or forfeiture. There shall be no penalty for any prepayment.
5. Default. Upon the occurrence or during the continuance of any one or more of the events hereinafter enumerated, Holder or the holder of this Note may forthwith or at any time thereafter during the continuance of any such event, by notice in writing to the Maker, declare the unpaid balance of the principal and interest on the Note to be immediately due and payable, and the principal and interest shall become and shall be immediately due and payable without presentation, demand, protest, notice of protest, or other notice of dishonor, all of which are hereby expressly waived by Maker, such events being as follows:
(a) Default in the payment of the principal and interest of this Note or any portion thereof when the same shall become due and payable, whether at maturity as herein expressed, by acceleration, or otherwise, unless cured within five (5) days after notice thereof by Holder or the holder of such Note to Maker;
(b) Maker shall file a voluntary petition in bankruptcy or a voluntary petition seeking reorganization, or shall file an answer admitting the jurisdiction of the court and any material allegations of an involuntary petition filed pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof, or shall be adjudicated bankrupt, or shall make an assignment for the benefit of creditors, or shall apply for or consent to the appointment of any receiver or trustee for Maker, or of all or any substantial portion of its property, or Maker shall make an assignment to any agent authorized to liquidate any substantial part of its assets; or
(c) An order shall be entered pursuant to any act of Congress relating to bankruptcy or to any act purporting to be amendatory thereof approving an involuntary petition seeking reorganization of the Maker, or an order of any court shall be entered appointing any receiver or trustee of or for Maker, or any receiver or trustee of all or any substantial portion of the property of Maker, or a writ or warrant of attachment or any similar process shall be issued by any court against all or any substantial portion of the property of Maker, and such order approving a petition seeking reorganization or appointing a receiver or trustee is not vacated or stayed, or such writ, warrant of attachment, or similar process is not released or bonded within 60 days after its entry or levy.
6. Attorneys' Fees. If this Note is placed with an attorney for collection, or if suit be instituted for collection, herein, then in such event, the undersigned agrees to pay reasonable attorneys' fees, costs, and other expenses incurred by holder in so doing.
7. Construction. This Note shall be governed by and construed in accordance with the laws of the state of Utah.
8. Security. This Note shall be secured by those certain assets listed on exhibit "A" attached hereto and made a part hereof which are being purchased by Maker from Holder under that certain Purchase and Sales Agreement between Maker and Holder. The proceeds from the sale of the assets securing this Note shall be applied first to the payment of the Note, after deducting sales expenses.
9. Non-Recourse Note. This Note is non-recourse in that Holder may look only to those assets secured in paragraph 8 hereof for collection if Maker should default.
OCIS CORP.
By:____________________________
A Duly Authorized Officer
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANT
To the Board of Directors
OCIS Corp.
I have issued my report dated May 29, 2002, accompanying the financial statements of OCIS Corp. included in the Registration Statement Form SB-2 and the related prospectus.
I consent to the use of my report, as stated above in the Registration Statement. I also consent to the use of my name in the statement with respect to me as appearing under the heading "Experts" in the Registration Statement.
David T. Thomson P.C.
/s/ Salt Lake City, Utah June 26, 2002 |