U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
Amendment No. 1
File No. 000-50045
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
PENDER INTERNATIONAL, INC.
(Name of Small Business Issuer in Its Charter)
DELAWARE 33-0823179
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1445 Marpole Avenue, Suite 409
Vancouver, BC Canada
(Physical Address of Principal Executive Offices)
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1445 Marpole Avenue, Suite 409
Vancouver, BC Canada V6H 1S5
(Mailing Address of Principal Executive Offices) (Zip Code)
(604) 733-5055
(Issuer's Telephone Number)
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
-------------------------------- ------------------------------------
-------------------------------- ------------------------------------
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Securities to be registered under Section 12(g) of the Act:
Common Stock - .0001 Par Value
(Title of Class)
PART 1
ITEM 1
DESCRIPTION OF THE BUSINESS
BUSINESS DEVELOPMENT
FORM AND YEAR OF ORGANIZATION
Pender International, Inc. was incorporated in Delaware on August 26, 1998. Our business is the importation and sale of furniture and fixtures from Mexico into the United States and Canada.
We received our initial funding through the sale of common stock to investors from the period of approximately October 15, 1999 until July 30, 2000. We offered and sold 212,000 common stock shares at $0.10 per share to non-affiliated private investors, and 2,000 common stock shares at $0.10 per share to a prior director.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There have been no bankruptcy, receivership or similar proceedings.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or purchase or sale of a significant amount of assets not in the ordinary course of business.
BUSINESS OF THE ISSUER
PRINCIPAL PRODUCTS OR SERVICES AND MARKETS
We import high quality furniture from Mexico and sell it in the United States and Canada. We specialize in selling custom order furniture items from Mexico that are replicas of upper-end quality furniture designs from Europe and the United States. Our furniture is hand crafted, using the same quality woods and hardware found in high-end furniture stores. Through savings in labor and exchange rates in Mexico, we are able to provide our customers with furniture that is fifty to sixty percent less expensive than comparable high-end furniture available through traditional fine furniture outlets.
We currently market in British Columbia and the West coast of the United States.
We have taken the following steps in our business: identified manufacturers of quality furniture products in Mexico, purchased furniture from those manufacturers, designed a system for efficiently handling customs procedures and transportation of products from Mexico into the United States and Canada, marketed and sold furniture products from Mexico to United States and Canadian customers, and filed this Form 10-SB with the Securities and Exchange Commission in order to make our financial information equally available to any interested parties or investors.
In order to expand our furniture sales, our business plan includes the following future steps to be completed over one year: complete all Form 10-SB filing requirements during the fourth quarter, obtain a listing on the Over the Counter Electronic Bulletin Board during the first quarter of 2003, prepare a private placement memorandum and raise capital of $800,000 through the sale of common stock in a private placement by selling 800,000 shares at $1.00 per share during the third and fourth quarters of 2003. During the fourth quarter, after raising capital, the company intends to open one furniture showroom/warehouse in Vancouver, British Columbia, and one in Seattle, Washington. During the next twelve months, in order to operate two showroom/warehouses, it is management's estimate that we will need to expend $120,000 for four sales people, $40,000 for two office staff personnel, $100,000 for inventory samples, $15,000 for set-up and maintenance of the company's web site, $100,000 for advertising, $20,000 for purchase of computers and fixed assets, $120,000 for rent of two 5,000 sq. ft. showroom/warehouses, and $80,000 for other operating expenses.
DISTRIBUTION METHODS OF PRODUCTS OR SERVICES
Once we obtain our planned financing, we intend to offer information about our furniture to prospective customers on a web site. Our management intends to directly market to local interior designers and specialty furniture boutique stores utilizing telephone solicitation, mailings, and personal visits to those stores. One distribution method will be aimed at furniture retailers in the Western United States and Canada through our web site and direct contact with interior designers and specialty furniture boutique stores. A second distribution method will be through our planned two showroom/warehouses. We intend to utilize magazine advertising in such publications as "Vancouver Magazine", "Today's Homeowner ", "Better Homes and Gardens", and "House Beautiful" to make our products known to potential customers in the United States and Canada. We intend to rely on common carriers to ship our products to interior designers, speciality showroom/warehouses, and retail customers. We are aware of common carrier shippers, such as United Parcel Service, but we do not have any contracts or arrangements with any shipping companies for delivery of our products.
STATUS OF ANY PUBLICLY ANNOUNCED NEW PRODUCTS OR SERVICES
Pender has no new product or service planned or announced to the public.
COMPETITION AND COMPETITIVE POSITION
The size and financial strength of our primary competitors in the replica furniture business are substantially greater than those of the company. In examining major retail store competitors, such as El Tecolote, Su Casa, Martinez Iron Arts and Mexican Only, we have found they offer a variety of imported furniture in their Southern California and Southern Arizona market. Our competitors have longer operating histories, larger customer bases, and greater brand recognition than we do. We intend to focus our marketing in Canada and the Pacific Northwest, and then in all Western States, except for Southern California and Southern Arizona. We intend to operate in areas not currently served by our competitors, build volume, and then negotiate lower factory prices based upon our size before we enter the Southern California and Southern Arizona markets. We are not aware of any significant barriers to our expansion in the market for high-end furniture sales, however, we are aware we have only an insignificant market share of high-end furniture sales. We are not able to estimate our exact share of this market at this time.
SUPPLIERS AND SOURCES OF RAW MATERIALS
We have established purchasing arrangements with the following furniture and fixtures manufacturers in Mexico: Alex Curios Furniture, Los Arcos Furniture, Mallorca Designer Furniture, and Carpinteria Diaz Fine Custom Furniture. While we do not have long-term current contracts with suppliers to manufacture furniture products, or written purchasing agreements or letters of intent, we have informally discussed our intent to use their manufacturing plants to fulfill our anticipated sales volume. Through our dealings with these furniture manufacturers, we believe we will be able to deliver custom ordered furniture within sixty to ninety days, however we do not have any written guarantees that these furniture manufacturers will be able to fulfill our planned sales volume. We plan to enter into agreements with one or more manufacturers of furniture and fixtures after raising capital per our business plan.
DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS
We will not depend on any one or a few major customers. We plan to initially focus on the general population furniture buyers in British Columbia and the state of Washington.
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR CONTRACTS
We have no current plans for any registrations such as patents, trademarks, copyrights, franchises, concessions, royalty agreements or labor contracts.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our products or services other than existing customs regulations. We have imported furniture into the United States and Canada from Mexico, and there are no current trade or customs barriers to the importation of Mexican furniture.
EFFECT OF EXISTING OR PROBABLE GOVERNMENTAL REGULATIONS ON THE COMPANY
We will be subject to common business and tax rules and regulations pertaining to the operation of our business in the Western United States and Canada.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS
We are unaware of any United States or Canadian environmental laws or regulations that relate directly or indirectly to our operations .
NUMBER OF TOTAL EMPLOYEES AND NUMBER OF FULL-TIME EMPLOYEES
Pender's only current employee is its one officer who will devote as much time as the board of directors determines is necessary to manage the affairs of the company. The officer intends to work on a full time basis when we raise capital per our business plan. Our business plan calls for hiring six new full time employees during the next twelve months.
RISKS
Investors in Pender should be aware of the following material risks associated with our business plan:
We are in the development stage of our business. Pender has a limited operating history, and minimal profits. At this stage of our business plan, even with our good faith efforts, our shareholders are accepting a high probability of losing their investment.
While we fully intend to meet our goals per our business plan, our plan may not work. In such a scenario, we could remain as a small company with a minor level of operations, revenues, or profits. There is no guarantee that we will be able to expand our business per our business plan milestones.
We have received a going concern opinion on our financial statements that raises substantial doubt as to our ability to continue as a going concern.
We may not have sufficient cash, assets, or revenues to cover our operating costs and allow us to continue as a going concern. If we are unable to raise additional funds in the equity securities market, we will be forced to rely on existing cash in the bank and funds loaned by the directors and officers. In such a restricted cash flow scenario, we would be unable to complete our business plan steps, and would, instead, remain as a development stage company until such time as necessary funding could be raised in the equity securities market.
Our business strategy requires us to raise funds of $800,000 through a private placement. Without funding, we could remain as a start-up company with no material operations, revenues, or profits.
We intend to implement our business plan through the foreseeable future and will do our best to mitigate the risks associated with the business plan, however, there can be no assurance that our efforts will be successful. Depending upon the amount of additional funding we receive, we may be only partially successful or completely unsuccessful in implementing our business plan, and our shareholders may lose part or all of their investment.
Our competitors are well-established and have substantially greater financial, marketing, personnel and other resources than we do. Should we be unable to achieve enough customer market share in our industry, we may experience less revenue than anticipated and a significant reduction in our profit.
While we believe we will be able to successfully compete against other similar companies, there is no assurance we will be successful in attracting enough new sales to be a competitive force in our industry.
There is no current public market for Pender's securities. We have no current public offering and no proposed public offering of our equity. As our stock is not publically traded, investors should be aware they probably will be unable to sell their shares and their investment in our securities is not liquid.
We plan to file for trading on the OTC Electronic Bulletin Board which is sponsored by the National Association of Securities Dealers, the NASD. While this could create liquidity for our shareholders through public trading by securities dealers, we do not know when we will be able to file for trading. There is no guarantee of trading volume or trading price levels sufficient for investors to sell their stock, recover their investment in our stock, or profit from the sale of their stock.
If Pender becomes listed for trading on the OTC Electronic Bulletin Board the trading in the company's shares may be regulated by Securities and Exchange Commission Rule 15g-9 which established the definition of a "penny stock."
The Securities and Exchange Commission Rule 15g-9 established the definition of a "penny stock", for the purposes relevant to the company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. The effective result of this Rule 15g-9, is that if the share price is below $5.00 there will be fewer purchasers qualified by their brokers to purchase shares of the company, and therefore a less liquid market for the securities.
REPORTS TO SECURITIES HOLDERS
We will provide upon request an annual report that includes our financial information to our shareholders. We will make our financial information equally available to any interested parties or investors through compliance with the disclosure rules of Regulation S-B for a small business issuer under the Securities Exchange Act of 1934. We will become subject to disclosure filing requirements once our Form 10-SB becomes effective, including filing Form 10-KSB annually and Form 10-QSB quarterly. In addition, we will file Form 8 and other proxy and information statements from time to time as required. We do not intend to voluntarily file the above reports in the event that our obligation to file such reports is suspended under the Exchange Act.
The public may read and copy any materials that we file with the Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room at 450 Fifth Street NW, Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.
ITEM 2
PLAN OF OPERATION
Our current cash balance is $8,080. We believe the current cash balance is sufficient to fund the current minimum level of operations through the fourth quarter of 2003, however, in order to advance the company's business plan we must raise capital through the sale of equity securities. To date, we have sold $21,900 in equity securities. Sales of the company's equity securities have allowed us to maintain a positive cash flow balance.
Our business plan includes the following future steps to be completed over one year: complete all Form 10-SB filing requirements during the fourth quarter, obtain a listing on the Over the Counter Electronic Bulletin Board during the first quarter of 2003, prepare a private placement memorandum and raise capital of $800,000 through the sale of common stock in a private placement by selling 800,000 shares at $1.00 per share during the third and fourth quarters of 2003. During the fourth quarter, after raising capital, the company intends to open one furniture showroom/warehouse in Vancouver, British Columbia, and one in Seattle, Washington. During the next twelve months, in order to operate two showroom/warehouses, we intend to expend $120,000 for four sales people, $40,000 for two office staff personnel, $100,000 for inventory samples, $15,000 for set-up and maintenance of the company's web site, $100,000 for advertising, $20,000 for purchase of computers and fixed assets, $120,000 for rent of two 5,000 sq. ft. showroom/warehouses, and $80,000 for other operating expenses.
We will only be able to continue to advance our business plan after we receives
capital funding through the sale of equity securities. After raising capital, we
intend to hire employees, rent commercial space in Vancouver and Seattle,
purchase inventory, and begin sales of our imported furniture. We intend to use
the equity capital to fund the business plan during the first twelve months as
cash flow from sales is not estimated to begin until year two of the business
plan. We will face considerable risk in each of our business plan steps, such as
difficulty of hiring competent personnel within our budget and a shortfall of
funding due to our inability to raise capital in the equity securities market.
If no funding is received, we will be forced to rely on existing cash in the
bank and funds loaned by the director and officer. The officer and director have
not, as of the date of this filing, loaned any funds to the company. There are
no formal commitments or arrangements to advance or loan funds to the company or
repay any such advances or loans. In such a restricted cash flow scenario, we
would be unable to complete our business plan steps, and would, instead, delay
all cash intensive activities. Without necessary cash flow, we may be dormant
during the next twelve months, or until such time as necessary funds could be
raised in the equity securities market.
There are no current plans for additional product research and development. We
plan to purchase approximately $20,000 in furniture and equipment during the
next twelve months from proceeds of our equity security sales. Our business plan
provides for an increase of six employees during the next twelve months.
ITEM 3
DESCRIPTION OF PROPERTY
Pender's principal executive office is located at 1445 Marpole Ave. #409, Vancouver, British Columbia, Canada, our mailing address is 1445 Marpole Ave. #409, B.C., Canada V6H 1S5. The principal executive office and telephone number are provided by the director of the corporation. The costs associated with the use of the telephone and mailing address were deemed by management to be immaterial as the telephone and mailing address were almost exclusively used by the director for other business purposes. This office space is leased by the director, and will not be used for furniture showroom or warehouse space. Management considers our current principal office space arrangement adequate until such time as we achieve our business plan goal of raising capital of $800,000 and then begin hiring new employees per our business plan.
ITEM 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth information on the ownership of the company's voting securities by officers, directors and major shareholders who own beneficially more than five percent of the company's common stock through the most current date - December 23, 2002:
Title Of Amount & Percent
Class Name & Address Nature of owner Owned
----- -------------- --------------- -----
Common J. Michael Page 5,000,000 95.89%
1445 Marpole Ave. #409
Vancouver, B. C. V6H 1S5
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Total shares owned by officers, directors, & major shareholders, as a group 5,000,000 95.89%
Pender issued Ms. Harvey 5,000,000 shares of Pender's common stock on October 30, 1998 for cash in the amount of $500. Ms. Harvey purchased 2,000 common stock shares on February 8, 2000 for cash in the amount of $200. Mr. Page purchased from Ms. Harvey in a private transaction 2,500,000 shares of Pender's common stock on October 30, 1998 for cash in the amount of $250. Mr. Page purchased from Ms. Harvey in a private transaction 2,500,000 shares of Pender's common stock on July 3, 2002 for cash in the amount of $250.
ITEM 5
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS,
AND CONTROL PERSONS
The Director and Officer of Pender, whose one year term will expire August 26, 2003, or at such a time as his successor(s) shall be elected and qualified are as follows:
Name & Address Age Position Date First Elected Term Expires -------------- --- -------- ------------------ ------------ J. Michael Page 57 President, 5/22/00 8/26/03 1445 Marpole Ave. #409 Secretary, Vancouver, B. C. V6H 1S5 Director Sharolyn Harvey 50 President, 8/26/98 Resigned 1445 Marpole Ave. #409 Secretary, 7/3/02 Vancouver, B. C. V6H 1S5 Director |
The foregoing person may be deemed a "promoter" of the company, as that term is defined in the rules and regulations promulgated under the Securities and Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been elected and qualified.
No current or former Officer , Director, or control person of the corporation has been the subject of any Order, Judgement, or Decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring, suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.
No Officer or Director of the corporation has been convicted in any criminal proceeding (excluding traffic violations) or is the subject of a criminal proceeding which is currently pending.
No Officer or Director of the corporation is the subject of any pending legal proceedings.
Resume
J. Michael Page Director
1998 - Current Retired
1995 - 1998 Director and Vice President, Q 1 Technologies Corporation, a
developer of point-of-sale cash card readers, responsible for
engineering personnel and product design. As a board member,
negotiated contracts with Mastercard Mondex and Visa Cash, and
completed agreement with Marconi Corporation PLC for out-source
manufacturing.
1994 - 1997 Manager, Equus Technologies, Inc., a developer and manufacturer
of industrial computer systems, responsible for setup of all
administrative functions, financial data, inventory control, and
purchasing departments.
1992 - 1994 Director and Vice President, Magnatron International, Corp., a
distributor of wireless electronic systems, responsible for all
management information services including financial reporting,
accounting, and information technology departments. Direct
evaluation and analysis studies of proposed new product
acquisitions for board of directors.
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ITEM 6
EXECUTIVE COMPENSATION
The company's current officer receives no compensation.
Summary Compensation Table
Other
Name & annual Restricted All other
principle compen- stock Options LTIP compen-
position Year Salary($) Bonus($) sation($) awards($) SARs Payouts($) sation($)
-------- ---- --------- -------- --------- --------- ---- ---------- ---------
J M Page 2001 -0- -0- -0- -0- -0- -0- -0-
President, 2000 -0- -0- -0- -0- -0- -0- -0-
Secretary,
Treasurer
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There are no current employment agreements between the company and its executive officer.
The officer currently devotes an immaterial amount of time to manage the affairs of the company. The directors and principal officer have agreed to work with no remuneration until such time as we receive sufficient revenues necessary to provide proper salaries to all officers and compensation for directors' participation. The officer and the board of directors have determined that a minimum cash balance of not less than $20,000 will be necessary before officers may receive compensation. At this time, management cannot accurately estimate when sufficient revenues will occur to implement this compensation, or the exact amount of compensation.
There are no annuity, pension or retirement benefits proposed to be paid to officers, directors or employees of the corporation in the event of retirement at a normal retirement date pursuant to any presently existing plan provided or contributed to by the corporation.
ITEM 7
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Page, the president of the corporation. The costs associated with the use of the telephone and mailing address were deemed by management to be immaterial as the telephone and mailing address were almost exclusively used by Mr. Page for other business purposes.
ITEM 8
DESCRIPTION OF SECURITIES
The company's Certificate of Incorporation authorizes the issuance of 80,000,000 shares of common stock, .0001 par value per share, and 20,000,000 shares of preferred stock, .0001 par value per share. Holders of shares of common stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of common stock have cumulative voting rights. Holders of shares of common stock are entitled to share ratably in dividends, if any, as may be declared, from time to time by the Board of Directors in its discretion, from funds legally available therefor. In the event of a liquidation, dissolution, or winding up of the company, the holders of shares of common stock are entitled to share pro rata all assets remaining after payment in full of all liabilities. Holders of common stock have no preemptive or other subscription rights, and there are no conversion rights, redemption or sinking fund provisions with respect to such shares.
PART II
ITEM 1
MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
OTHER SHAREHOLDER MATTERS
We plan to file for trading on the OTC Electronic Bulletin Board which is sponsored by the National Association of Securities Dealers (NASD). The OTC Electronic Bulletin Board is a network of security dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current "bids", "asks" and volume. We have not as of this date contacted an authorized OTCBB market maker for sponsorship of our securities on the OTCBB.
As of the date of this filing, there is no public market for our securities. There has been no public trading of the company's securities, and, therefore, no high and low bid pricing of the securities. As of June 30, 2002, Pender had 49 shareholders of record. We have paid no cash dividends and have no outstanding options.
ITEM 2
LEGAL PROCEEDINGS
Pender International, Inc. is not currently involved in any legal proceedings and is not aware of any pending or potential legal actions.
ITEM 3
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
CONTROL AND FINANCIAL DISCLOSURE
None.
ITEM 4
RECENT SALES OF UNREGISTERED SECURITIES
Pender issued Ms. Harvey 5,000,000 shares of Pender's common stock on October 30, 1998 for cash in the amount of $500. Ms. Harvey purchased 2,000 common stock shares on February 8, 2000 for cash in the amount of $200. Mr. Page purchased from Ms. Harvey in a private transaction 2,500,000 shares of Pender's common stock on October 30, 1998 for cash in the amount of $250, Mr. Page purchased from Ms. Harvey in a private transaction 2,500,000 shares of Pender's common stock on July 3, 2002 for cash in the amount of $250, for a total of 5,000,000 Rule 144 shares. We relied upon Section 4(2) of Securities Act of 1933, as amended. This did not constitute a public offering.
From the period of approximately October 15, 1999 until July 30, 2000, the company offered and sold 212,000 shares at $0.10 per share to 47 non-affiliated private investors, and 2,000 shares at $.10 per share to a former director. The company relied upon Regulation S, category 3 of Rule 903 of the Securities Act of 1933, as amended (the "Act"). Each prospective investor was given a private placement memorandum designed to disclose all material aspects of an investment in the company, including the business, management, offering details, risk factors and financial statements. Each investor also completed a subscription confirmation letter and private placement subscription agreement whereby the investors certified that they were purchasing the shares for their own accounts,
were non U.S. persons, and had adequate and reasonable opportunity and access to any corporate information necessary to make an informed investment decision, that the securities would be resold in accordance with Regulation S or pursuant to an available exemption. This offering was not accompanied by general advertisement or general solicitation and the shares were issued with a Regulation S restrictive legend. In addition, the Company has adopted in conjunction with the sale of these securities a board resolution to refuse to register or transfer any of the securities made in accordance with the provisions of Regulation S. Under the Securities Act of 1933 , all sales of an issuers' securities or sales by a shareholder, must either be made (I) pursuant to an effective registration statement filed with the SEC, or (ii) pursuant to an exemption from the registration requirements under the 1933 Act.
ITEM 5
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware state law allows for the indemnification of company Officers and Directors in regard to their carrying out the duties of their offices. The Board of Directors will make a determination regarding the indemnification of the director, officer or employee as is proper under the circumstances if he/she has met the applicable standard of conduct set forth.
As to indemnification for liabilities arising under the Securities Act of 1933 for directors, officers or persons controlling the company, we have been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy and unenforceable.
PART F/S
The audited financial statements of Pender International, Inc. for the years ended December 31, 2000 and 2001, and the six months ended June 30, 2002, and related notes which are included in this registration statement have been examined by G. Brad Beckstead, CPA, and have been so included in reliance upon the opinion of such accountants given upon their authority as an expert in auditing and accounting.
PART III
EXHIBITS
Exhibit 2.1 Articles of Incorporation Included Previously
Exhibit 2.2 Bylaws Included Previously
Exhibit 3 Instruments defining the rights
of security holders Included
Exhibit 23.1 Consent of independent auditor Included
Exhibit 99.1 Certificate of Chief Executive Officer Pursuant to Included
18 U.S.C. Section 1350, as Adopted Pursuant to
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Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 99.2 Certificate of Chief Financial Officer Pursuant to Included
18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
Pender International, Inc.
Date 1/29/03 /s/ J. Michael Page
------------- -----------------------------
By J. Michael Page, Pres., Sec.,
Treas. & Director
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Pender International, Inc.
(a Development Stage Company)
Balance Sheets
December 31,
June 30, -----------------------
2002 2001 2000
-------- -------- --------
ASSETS
Current assets:
Cash $ 8,080 $ 4,186 $ 7,538
Inventory -- 7,064 7,064
Prepaid expense -- -- 550
-------- -------- --------
Total current assets 8,080 11,250 15,152
-------- -------- --------
$ 8,080 $ 11,250 $ 15,152
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 5,000 $ 5,000 $ 5,000
Accrued interest 1,125 975 675
-------- -------- --------
Total current liabilities 6,125 5,975 5,675
-------- -------- --------
Stockholders' equity:
Preferred stock, $0.0001 par value, 20,000,000 shares
authorized, no shares issued or outstanding -- -- --
Common stock, $0.0001 par value, 80,000,000 shares
authorized, 5,214,000, 5,214,000 and 5,000,000 shares
issued and outstanding as of 6/30/02, 12/31/01
and 12/31/00, respectively 521 521 500
Additional paid-in capital 21,379 21,379 --
Subscriptions payable -- 1,000 21,400
(Deficit) accumulated during development stage (19,945) (17,625) (12,423)
-------- -------- --------
1,955 5,275 9,477
-------- -------- --------
$ 8,080 $ 11,250 $ 15,152
======== ======== ========
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The accompanying notes are an integral part of these financial statements.
Pender International, Inc.
(a Development Stage Company)
Statements of Operations
For the six month For the years ended August 26, 1998
period ended June 30, December 31, (Inception) to
------------------------ ------------------------ June 30,
2002 2001 2001 2000 2002
---------- ---------- ---------- ---------- --------
(unaudited)
Revenue $ 7,770 $ -- $ -- $ 1,949 $ 9,719
Cost of goods sold 7,064 -- -- 1,949 9,013
---------- ---------- ---------- ---------- --------
Gross profit 706 -- -- -- 706
---------- ---------- ---------- ---------- --------
Expenses:
General and administrative expenses 2,876 4,069 4,902 6,559 19,526
---------- ---------- ---------- ---------- --------
Total expenses 2,876 4,069 4,902 6,559 19,526
---------- ---------- ---------- ---------- --------
Other (expense):
Interest (expense) 150 150 300 300 1,125
---------- ---------- ---------- ---------- --------
Net (loss) $ (2,320) $ (4,219) $ (5,202) $ (6,859) $(19,945)
========== ========== ========== ========== ========
Weighted average number of common shares
outstanding - basic and fully diluted 5,214,000 5,000,000 5,006,449 5,000,000
========== ========== ========== ==========
Net (loss) per share - basic and fully diluted $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
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The accompanying notes are an integral part of these financial statements.
Pender International, Inc.
(a Development Stage Company)
Statements of Changes in Stockholders' Equity
(Deficit)
Accumulated Total
Common Stock Additional Subscriptions During Stockholders'
------------------- Paid-in Payable Development Equity
Shares Amount Capital (Receivable) Stage (Deficit)
------ ------ ------- ------------ ----- ---------
October 1998
Founders shares issued
for subscriptions receivable 5,000,000 $ 500 $ -- $ (500) $ -- $ --
Net (loss)
August 26, 1998 (Inception)
to December 31, 1998 (2,939) (2,939)
---------- ------- ------- -------- -------- --------
Balance, December 31, 1998 5,000,000 500 -- (500) (2,939) (2,939)
Net (loss)
For the year ended
December 31, 1999 (2,625) (2,625)
---------- ------- ------- -------- -------- --------
Balance, December 31, 1999 5,000,000 500 -- (500) (5,564) (5,564)
December 2000
Cash received for
private placement -- -- -- 21,400 -- 21,400
December 2000
Cash received for founder
shares to cancel
subscriptions receivable -- -- -- 500 -- 500
Net (loss)
For the year ended
December 31, 2000 (6,859) (6,859)
---------- ------- ------- -------- -------- --------
Balance, December 31, 2000 5,000,000 500 -- 21,400 (12,423) 9,477
December 2001
Private placement
issued for cash 214,000 21 21,379 (20,400) -- 1,000
Net (loss)
For the year ended
December 31, 2001 (5,202) (5,202)
---------- ------- ------- -------- -------- --------
Balance, December 31, 2001 5,214,000 521 21,379 1,000 (17,625) 5,275
May 2002
Cancellation of
subscriptions payable -- -- -- (1,000) -- (1,000)
Net (loss)
For the period ended
June 30, 2002 (2,320) (2,320)
---------- ------- ------- -------- -------- --------
Balance, June 30, 2002 5,214,000 $ 521 $21,379 $ -- $(19,945) $ 1,955
========== ======= ======= ======== ======== ========
|
The accompanying notes are an integral part of these financial statements.
Pender International, Inc.
(a Development Stage Company)
Statements of Cash Flows
For the six month For the years ended August 26, 1998
period ended June 30, December 31, (Inception) to
------------------------ ------------------------ June 30,
2002 2001 2001 2000 2002
---------- ---------- ---------- ---------- --------
(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $ (2,320) $ (4,219) $ (5,202) $ (6,859) $(19,945)
Shares issued for services -- -- -- -- --
Adjustments to reconcile net (loss) to
net cash (used) by operating activities:
Decrease (increase) in inventory 7,064 -- -- (7,064) --
Decrease (increase) in prepaid expenses -- 550 550 (550) --
Increase (decrease) in accounts payable -- 500 -- (800) --
-------- -------- -------- -------- --------
Net cash (used) by operating activities 4,744 (3,169) (4,652) (15,273) (19,945)
-------- -------- -------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- -- --
-------- -------- -------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Issuances of common stock -- -- 21,400 500 21,900
Increase (decrease) in subscriptions payable (1,000) -- (20,400) 21,100 --
Increase in notes payable -- -- -- -- 5,000
Increase in accrued interest 150 150 300 300 1,125
-------- -------- -------- -------- --------
Net cash provided by financing activities (850) 150 1,300 21,900 28,025
-------- -------- -------- -------- --------
Net increase (decrease) in cash 3,894 (3,019) (3,352) 6,627 8,080
Cash - beginning 4,186 7,538 7,538 911 --
-------- -------- -------- -------- --------
Cash - ending $ 8,080 $ 4,519 $ 4,186 $ 7,538 $ 8,080
======== ======== ======== ======== ========
Supplemental disclosures:
Interest paid $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
Income taxes paid $ -- $ -- $ -- $ -- $ --
======== ======== ======== ======== ========
|
The accompanying notes are an integral part of these financial statements.
PENDER INTERNATIONAL, INC.
(a Development Stage Company)
Notes
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 26, 1998 (Date of Inception) under the laws of the State of Delaware, as Pender International, Inc. The Company has minimal operations and in accordance with SFAS #7, the Company is considered a development stage company. The Company is authorized to issue 80,000,000 shares of $0.0001 par value common stock and 20,000,000 shares of $0.0001 par value preferred stock.
NOTE 2 - ACCOUNTING POLICIES AND PROCEDURES
CASH AND CASH EQUIVALENTS
The Company maintains a cash balance in a non-interest-bearing account that
currently does not exceed federally insured limits. For the purpose of the
statements of cash flows, all highly liquid investments with an original
maturity of three months or less are considered to be cash equivalents. There
are no cash equivalents as of June 30, 2002, December 31, 2001 and 2000.
INVENTORIES
Inventories are stated at the lower of cost or market with cost being
determined on a first-in, first-out basis. As of December 31, 2001 and 2000,
the Company had $7,064 in inventory.
REVENUE RECOGNITION
The Company reports revenue as invoiced on an accrued basis. Costs of sales
are recorded as items are sold and are comprised of product purchases and
shipping costs.
ADVERTISING COSTS
The Company expenses all costs of advertising as incurred. There were no
advertising costs included in general and administrative expenses as of June
30, 2002, December 31, 2001 and 2000.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles 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 revenue and expenses during the reporting period.
Actual results could differ from those estimates.
FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates discussed herein are based upon certain market
assumptions and pertinent information available to management as of June 30,
2002, December 31, 2001 and 2000. The respective carrying value of certain
on-balance-sheet financial instruments approximated their fair values. These
financial instruments include cash and accounts payable. Fair values were
assumed to approximate carrying values for cash and payables because they are
short term in nature and their carrying amounts approximate fair values or
they are payable on demand.
IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets held and used by the Company are reviewed for possible
impairment whenever events or circumstances indicate the carrying amount of
an asset may not be recoverable or is impaired. No such impairments have been
identified by management at June 30, 2002, December 31, 2001 and 2000.
REPORTING ON THE COSTS OF START-UP ACTIVITIES
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up
Activities," which provides guidance on the financial reporting of start-up
costs and organizational costs, requires most costs of start-up activities
and organizational costs to be expensed as incurred. SOP 98-5 is effective
for fiscal years beginning after December 15, 1998. With the adoption of SOP
98-5, there has been little or no effect on the Company's financial
statements.
PENDER INTERNATIONAL, INC.
(a Development Stage Company)
Notes
LOSS PER SHARE
Net loss per share is provided in accordance with Statement of Financial
Accounting Standards No. 128 (SFAS #128) "Earnings Per Share". Basic loss per
share is computed by dividing losses available to common stockholders by the
weighted average number of common shares outstanding during the period. As of
June 30, 2002, December 31, 2001 and 2000, the Company had no dilutive common
stock equivalents, such as stock options or warrants.
DIVIDENDS
The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception.
SEGMENT REPORTING
The Company follows Statement of Financial Accounting Standards No. 130,
"Disclosures About Segments of an Enterprise and Related Information." The
Company operates as a single segment and will evaluate additional segment
disclosure requirements as it expands its operations.
INCOME TAXES
The Company follows Statement of Financial Accounting Standard No. 109,
"Accounting for Income Taxes" ("SFAS No. 109") for recording the provision
for income taxes. Deferred tax assets and liabilities are computed based upon
the difference between the financial statement and income tax basis of assets
and liabilities using the enacted marginal tax rate applicable when the
related asset or liability is expected to be realized or settled. Deferred
income tax expenses or benefits are based on the changes in the asset or
liability each period. If available evidence suggests that it is more likely
than not that some portion or all of the deferred tax assets will not be
realized, a valuation allowance is required to reduce the deferred tax assets
to the amount that is more likely than not to be realized. Future changes in
such valuation allowance are included in the provision for deferred income
taxes in the period of change.
Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods. Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate. Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.
RECENT PRONOUNCEMENTS
In June 2001, SFAS No. 141, "Business Combinations," and SFAS No. 142,
"Goodwill and Other Intangible Assets," were issued. SFAS No. 141 requires
that all business combinations initiated after June 30, 2001 be accounted for
using the purchase method of accounting, and that identifiable intangible
assets acquired in a business combination be recognized as an asset apart
from goodwill, if they meet certain criteria. The impact of the adoption of
SFAS No. 141 on our reported operating results, financial position and
existing financial statement disclosure is not expected to be material.
SFAS No. 142 applies to all goodwill and identified intangible assets acquired in a business combination. Under the new standard, all goodwill and indefinite-lived intangible assets, including that acquired before initial application of the standard, will not be amortized but will be tested for impairment at least annually. The new standard is effective for fiscal years beginning after December 15, 2001. Adoption of SFAS No. 142 effective January 1, 2002, will result in the elimination of approximately $0 of annual amortization. The Company does not expect to recognize any impaired goodwill as of January 1, 2002.
PENDER INTERNATIONAL, INC.
(a Development Stage Company)
Notes
In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued which requires the recognition of a liability for an asset retirement obligation in the period in which it is incurred. When the liability is initially recorded, the carrying amount of the related long-lived asset is correspondingly increased. Over time, the liability is accreted to its present value and the related capitalized charge is depreciated over the useful life of the asset. SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The impact of the adoption of SFAS No. 143 on the Company's reported operating results, financial position and existing financial statement disclosure is not expected to be material.
In August 2001, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," was issued. This statement addresses the financial accounting and reporting for the impairment or disposal of long-lived assets and broadens the definition of what constitutes a discontinued operation and how results of a discontinued operation are to be measured and presented. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001. The impact of the adoption of SFAS No. 144 on our reported operating results, financial position and existing financial statement disclosure is not expected to be material.
STOCK-BASED COMPENSATION
The Company accounts for stock-based awards to employees in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations and has adopted the disclosure-only
alternative of FAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and other
non-employees are accounted for using the fair value method as prescribed by
FAS No. 123.
YEAR END
The Company has adopted December 31 as its fiscal year end.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has not generated any revenues. In order to obtain the necessary capital, the Company raised funds via private placement offering. If the securities offering does not provide sufficient capital, some of the shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, the Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful, without sufficient financing it would be unlikely for the Company to continue as a going concern.
The officers and directors are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.
PENDER INTERNATIONAL, INC.
(a Development Stage Company)
Notes
NOTE 4 - INCOME TAXES
The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No. 109"), which requires use of the liability method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on the differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
The provision for income taxes differs from the amount computed by applying the statutory federal income tax rate to income before provision for income taxes. The sources and tax effects of the differences are as follows:
U.S federal statutory rate (34.0%)
Valuation reserve 34.0%
-----
Total --%
=====
|
As of December 31, 2001, the Company has a net operating loss carry forward of approximately $17,625, respectively, for tax purposes, which will be available to offset future taxable income. If not used, this carry forward will expire in 2021.
NOTE 5 - STOCKHOLDER'S EQUITY
The Company is authorized to issue 80,000,000 shares of its $0.0001 par value common stock and 20,000,000 shares of it $0.0001 par value preferred stock.
On October 30, 1998, the Company issued 5,000,000 shares of its $0.0001 par value common stock to an individual who is a former officer and director of the Company in exchange for subscriptions receivable of $500.
During the year ended December 31, 2000, the Company received $21,400 in cash for shares that were issued in the private placement.
During the year ended December 31, 2000, the Company received $500 in cash for shares that were issued to founders which cancelled a portion of the subscriptions receivable.
On December 21, 2001, the Company received $1,000 in cash for shares that were issued in the private placement. In addition, the Company closed its offering and issued 214,000 of its $0.0001 par value common stock for total of $21,400 pursuant to a private placement. Of the total cash received, $1,000 is considered a subscription payable.
In May 2002, the Company refunded a shareholder $1,000 and cancelled a portion of the subscriptions payable.
There have been no other issuances of common and/or preferred stock.
PENDER INTERNATIONAL, INC.
(a Development Stage Company)
Notes
NOTE 6 - WARRANTS AND OPTIONS
As of June 30, 2002, December 31, 2001 and 2000, there are no warrants or options outstanding to acquire any additional shares of common stock.
NOTE 7 - RELATED PARTY TRANSACTIONS
On October 30, 1998, the Company issued 5,000,000 shares of its $0.0001 par value common stock to an individual who is a former officer and director of the Company in exchange for subscriptions receivable of $500.
On October 30, 1998, a former officer and director of the Company transferred, via private transaction, 2,500,000 of the Company's $0.0001 par value common stock to Michael Page, the current president and director of the Company, in exchange for $250. At the time transaction occurred, Michael Page was a director of the Company.
NOTE 8 - SUBSEQUENT EVENTS
On July 3, 2002, a former officer and director of the Company transferred, via private transaction, 2,500,000 of the Company's $0.0001 par value common stock to Michael Page, the current president and director of the Company, in exchange for $250.
QUARTERLY CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. Michael Page, certify that:
1. I have reviewed this Registration Statement on Form 10SB of Pender International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Registration Statement;
3. Based on my knowledge, the financial statements, and other financial information included in this Registration Statement, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Registration Statement;
4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Registration Statement is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Registration Statement (the "Evaluation Date"); and
c. presented in this Registration Statement the conclusions about the effectiveness of the disclosure controls and procedures based on the evaluation as of the Evaluation Date;
5. As he registrant's certifying officer, I have disclosed, based on the most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. As the registrant's certifying officer, I have indicated in this Registration Statement whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 30th day of December 2002.
/s/ J. Michael Page --------------------------- Chief Executive Officer |
QUARTERLY CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. Michael Page, certify that:
1. I have reviewed this Registration Statement on Form 10SB of Pender International, Inc.;
2. Based on my knowledge, this Registration Statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Registration Statement;
3. Based on my knowledge, the financial statements, and other financial information included in this Registration Statement, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Registration Statement;
4. As the registrant's certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this Registration Statement is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this Registration Statement (the "Evaluation Date"); and
c. presented in this Registration Statement the conclusions about the effectiveness of the disclosure controls and procedures based on the evaluation as of the Evaluation Date;
5. As the registrant's certifying officer, I have disclosed, based on the most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. As the registrant's certifying officer, I have indicated in this Registration Statement whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 30th day of December 2002.
/s/ J. Michael Page ------------------------------------ Chief Financial Officer |
Exhibit 3
NUMBER SHARES
PENDER INTERNATIONAL, INC.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
PAR VALUE $0.0001 CUSIP NO. 706720 10 9
THE CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK PAR VALUE OF $0.0001 EACH OF
PENDER INTERNATIONAL, INC.
transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.
DIRECTOR DATED:
Countersigned and Registered:
SIGNATURE STOCK TRANSFER, INC.
(Addison, Texas) Transfer Agent
By
------------------------------
Authorized Signature
|
[SEAL]
PENDER INTERNATIONAL, INC
CORPORATE SEAL
DELAWARE
Exhibit 23.1
BECKSTEAD AND WATTS, LLP
CERTIFIED PUBLIC ACCOUNTANTS
3340 Wynn Road, Suite C
Las Vegas, NV 89102
702.257.1984
702.362.0540 (fax)
INDEPENDENT AUDITORS' CONSENT
To Whom It May Concern:
We have issued our report dated October 8, 2002, accompanying the financial statements of Pender International, Inc. on Form 10-SB for the period of August 26, 1998 (inception date) through June 30, 2002. We hereby consent to the independent auditor's report in the Registration Statement of Pender International, Inc. We also hereby consent to the reference to our firm under "experts" in their prospectus.
Signed,
/s/ Beckstead and Watts, LLP December 12, 2002 |
Exhibit 99.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Registration Statement of Pender International, Inc. (the "Company") on Form 10SB as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Michael Page, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 30th day of December 2002.
/s/ J. Michael Page --------------------------- Chief Executive Officer |
Exhibit 99.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Registration Statement of Pender International, Inc. (the "Company") on Form 10SB as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, J. Michael Page, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
IN WITNESS WHEREOF, the undersigned has executed this certification as of the 31st day of December 2002.
/s/ J. Michael Page --------------------------- Chief Financial Officer |