-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A7niZV7qplSKo7EspSSDsWMvrXp1juNOOCnDlaFSGcagW/KONiOGuuHOEoaEAdBq vYyoUP1ggwcGt8g9RTCz3A== 0000950148-98-000655.txt : 19990917 0000950148-98-000655.hdr.sgml : 19990917 ACCESSION NUMBER: 0000950148-98-000655 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 12 FILED AS OF DATE: 19980330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATM HOLDINGS INC CENTRAL INDEX KEY: 0001040199 STANDARD INDUSTRIAL CLASSIFICATION: 5040 IRS NUMBER: 880361933 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-29682 FILM NUMBER: 98577484 BUSINESS ADDRESS: STREET 1: 22048 SHERMAN WAY STREET 2: STE 213 CITY: CANOGA PARK STATE: CA ZIP: 91303 BUSINESS PHONE: 8187166790 MAIL ADDRESS: STREET 1: 22048 SHERMAN WAY STREET 2: STE 213 CITY: CANOGA PARK STATE: CA ZIP: 91303 10SB12G 1 FORM 10-SB 1 U. S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b) OR 12 (g) OF THE SECURITIES ACT OF 1934 ATM HOLDINGS, INC. ---------------------------------------------- (Name of Small Business Issuer in Its Charter) Nevada 88-0361933 ------------------------------- ---------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 22048 Sherman Way, Canoga Park, California 91303 ---------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) (818) 716-6790 -------------- (Issuer's Telephone Number, Including Area Code) Securities to be registered under Section 12(g) of the Act: Common Stock, $.0001 par value ------------------------------ (Title of class) Total Pages _________ Exhibit Index Page _____ 1 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF BUSINESS. HISTORY ATM Holdings, Inc. (the "Company") was incorporated under the laws of the State of Nevada on May 30, 1996. In connection with its formation, the Company issued an aggregate of 1,500,000 shares of its common stock in exchange for all of the outstanding shares of common stock of Trigate Associates, Inc. ("Trigate"). Trigate was incorporated under the laws of the State of Nevada on April 9, 1989 and, subsequent thereto, completed its initial public offering of securities. For more than five years prior to the formation of the Company, Trigate was inactive. At the time of its acquisition by the Company on May 30, 1996, Trigate did not have any assets or liabilities and had 17,500,000 shares of common stock outstanding. The Company issued 1,500,000 shares of its common stock for all of the shares of Trigate in order to effect a reverse common stock split. As of May 12, 1997, the Company issued 5,500,000 shares of its common stock in exchange for all of the outstanding shares of common stock of Nationwide Automated Systems, Inc. which was incorporated in the State of California on November 26, 1996 ("Nationwide"). Unless the context indicates otherwise, the term "Company" includes Nationwide. The office of the Company and Nationwide is located at 22048 Sherman Way - - - Suite 213, Canoga Park, California 91303. Telephone (818) 716-6790. BUSINESS The Company sells and operates automated teller machines ("ATMs"). ATMs are placed at locations where the Company believes there will be a sufficient number of customers who will use the ATM to enable the Company to make a profit. The Company has developed what it calls a "turn-key program" for both purchasers of ATMs and the locations in which they are placed. This turn-key program enables owners of ATMs to receive monthly payments without being involved in the operation of their ATMs. This turn-key program also enables locations in which ATMs are placed to derive the benefits of having an ATM in their premises without being involved in its operation. These locations also receive monthly payments. Through December 31, 1996, the Company was primarily engaged in organizational matters, development of its business plan, entering into agreements for the services required to operate ATMs, sales efforts and obtaining locations for ATMs. During this period, the Company did not conduct any other operations and was considered a development stage company. 2 3 During the year ended December 31, 1997, the Company began selling ATMs, placing these ATMs in locations and operating them. As a result of this commencement of operations, the Company ceased to be a development stage company. As of December 31, 1997, the Company had placed a total of 12 ATMs in locations. Of these ATMs 8 have been placed in Southern California. Other areas in which the Company has placed ATMs include locations in Orlando, Florida; Northbrook, Illinois; Atlanta, Georgia; and Myrtle Beach, South Carolina. Subsequent to December 31, 1997 (through March 25, 1998), the Company placed an additional 5 ATMs in locations. The Company will not concentrate the location of ATMs in any particular geographic area or areas. ATM users are usually charged a transaction fee each time they make a withdrawal. Transaction fees range between $2.00 and $3.00 per transaction depending on the location of the ATM. The Company sets the amount of the transaction fee for each ATM and may increase or decrease this fee at any time. ATM users may also be charged an additional fee by their own banks which is called an "interchange" fee. The Company receives all transaction fees and a portion of the interchange fees. ATMs are sold by the Company at a price that enables it to make a profit on each sale. Upon a sale of an ATM, the Company enters into a lease agreement with the ATM owner. These lease agreements provide that the ATM owner will receive a monthly payment for each "approved transaction" generated by the ATM. An "approved transaction" is an ATM transaction for which the ATM user is charged a fee. The per transaction amount to be received by an ATM owner for each approved transaction is determined at the time the lease agreement is entered into and is generally $.50 for each approved transaction. Lease agreements with ATM owners also provide that the Company will place the owner's ATM in a location, operate it, provide all servicing and maintenance, and insure the owner's ATM. All of these services are provided by the Company at no cost to the ATM owner. There is no minimum monthly amount payable to ATM owners and the Company does not guarantee or represent that any ATM owner will receive payments of any amount or that any ATM will generate any number of monthly approved transactions. ATMs are placed at locations pursuant to leases which generally have an initial five year term with a five year renewal option. Lease terms provide for monthly payments to the location based on the number of approved transactions generated by the ATM. The amount per approved transaction to be received by a location is determined at the time the lease agreement is entered into. This amount is based on, among other things, the number of approved transactions the Company estimates will be generated by the ATM and if the location or the Company provides vaulting services. In certain instances, the location is not paid any monthly amount until the ATM has generated a specific number of 3 4 approved transactions. The amount paid to locations ranges from $.25 to $1.00 per approved transaction. There is no minimum monthly amount payable to ATM locations and the Company does not guarantee or represent that any location in which an ATM is placed will receive payments of any amount or that any ATM will generate any number of monthly approved transactions. The Company has entered into agreements with unrelated third parties to provide all of the services required to operate the ATMs it places in locations. These services include processing of transactions, supplying and replenishing the ATMs with required amounts of cash ("vaulting"), insurance, service and maintenance. OPERATIONS The Company's plan of operation includes continuing to sell ATMs at a profit and placing these ATMs in locations that will make each ATM an individual profit center for the Company. The Company expects it will be able to pay the costs related to the operation of ATMs it places in locations from the transaction and interchange fees it receives. Owners of ATMs and the locations in which they are placed receive a monthly amount based on the number of approved transactions generated by the ATM. The company providing processing services receives $.10 for each ATM transaction. There are no minimum monthly payments required to be made by the Company to ATM owners, locations or the processing company. The Company pays certain other costs regardless of the number of transactions generated by the ATM. These costs include vaulting, insurance, service and maintenance. Vaulting costs vary significantly between ATMs. The cost of vaulting depends on the number of transactions generated by the ATM, the average amount withdrawn, the amount of cash in the ATM and the number of times the cash in the ATM has to be replenished. For the year ended December 31, 1997, vaulting costs averaged $.92 per approved transaction. The Company's insurance policy provides for an annual premium of approximately $5,000 for up to 10 ATMs and $150 for each additional ATM insured. This insurance covers the replacement cost of the ATM, but not the cash in the ATM which is the responsibility of the company providing vaulting services. The Company's service and maintenance contract provides for an annual payment of $100 per ATM. The Company expects its vaulting, insurance, service and maintenance costs will be paid from the transaction fees not paid to the ATM owner, the location and the processing company and the interchange fees it receives. In the event these fees are not sufficient for the Company to pay these other operating costs, there would be a negative effect on the Company. 4 5 The Company has the option of relocating any ATM to a different location if it does not generate a sufficient number of transactions. The Company will pay the costs of any such move. Due to the Company's limited operating history, there is no assurance that any ATM location will provide the Company with a profit in any amount. SALES OF ATMS ATMs are sold by the Company's officers (who are not separately compensated for these services) and by independent contractors. Independent contractors are usually compensated at the rate of $1,000 for each ATM they sell. This compensation may vary depending on the price at which the ATM is sold and the number of ATMs sold by an independent contractor. Independent contractors do not receive any portion of the transaction fees generated by the ATMs they sell. The Company has not entered into any formal written agreements for the sale of ATMs with any independent contractor. All sales of ATMs by independent contractors are subject to prior approval by the Company before the sale is completed. The Company has made an arrangement with a financing company to enable a purchaser to finance a portion of the purchase price of an ATM. No sales of ATMs have been made to purchasers who have financed any portion of the sales prices of their ATMs. The availability, amount and cost of any financing is based on the finance company's independent evaluation of the purchaser. The Company does not guarantee or represent to any prospective purchaser of an ATM that purchase financing will be available on any terms. The Company will not receive any portion of the financing charges or other amounts paid to the finance company by the ATM purchaser. Purchasers of ATMs who desire to finance a portion of the purchase price have no obligation to obtain financing from this financing company. The Company does not have a formal written agreement with this finance company. The Company has purchased all of the ATMs it has sold from Triton Corporation. Accordingly, the Company is dependent on this company to provide it with ATMs in such quantities, at such times and at such prices it requires. The Company has not entered into any agreement or arrangement with Triton Corporation or any other manufacturer of ATMs to provide it with ATMs on any terms. LOCATION LEASES The Company enters into location leases through the efforts of its officers who are not separately compensated for these services. The Company plans to engage independent contractors to seek locations for ATMs and compensate them at the rate of $500 for each location lease obtained. This compensation may vary depending on the Company's determination of the suitability of the location in which the ATM is to be placed. The Company has 5 6 not entered into any formal written agreement for obtaining locations in which to place ATMs with any independent contractor. Independent contractors do not receive any portion of the transaction fees generated by ATMs placed in the locations they obtain. All location leases obtained by independent contractors will be subject to prior approval of the Company. The Company determines the suitability for placing an ATM in a location based on various criteria. These criteria include the estimated number of potential users of the ATM (foot traffic) in the location, the location's policy of accepting checks and credit cards from its customers, the location's type of business, the location's policy of cashing checks and the availability of other ATMs in the area. The Company will use the same criteria in approving location leases obtained by independent contractors. The Company's limited operating history does not provide sufficient information to enable the Company to make an accurate determination if any location for an ATM will result in sufficient transactions to enable it to become a profit center. The Company has not conducted any formal market research or any formal test marketing program for the placement of ATMs and intends to continue to place ATMs at locations without conducting any formal market research or any formal test marketing program. The lack of formal market research or a formal test marketing program may have an adverse effect on the Company. OPERATING AGREEMENTS Processing - The Company enters into an agreement with an unaffiliated processing company for ATM processing services for each ATM placed in a location. This processing company first verifies that the user of the ATM has sufficient funds in his bank account for the amount of the cash withdrawal (including the transaction and interchange fee). Upon this verification, the full amount is deducted from the user's bank account and the processing company electronically authorizes the ATM to dispense the cash. Withdrawals made from ATMs using credit cards are handled in a similar manner. Instead of deducting the full amount from the ATM user's bank account, authorization is received from the ATM user's credit card company before any cash is dispensed from the ATM. The processing company deducts $.10 per transaction as a fee for its services and remits the balance of the transaction and interchange fees to the Company on a monthly basis who then makes the applicable payments to the owner of the ATM and the location. The processing company provides a report to the Company with each payment. These reports include the number of transactions generated by each ATM for the previous month and the amount of cash withdrawn. The Company uses these reports to monitor the performance of the ATMs and insure that the ATM contains the required amount of cash. 6 7 Vaulting - The Company has entered into an agreement with an unaffiliated company to supply and replenish ATMs with required amounts of cash ("vaulting"). The Company's cost for these vaulting services is based on the actual amount of cash in the ATM on a daily basis and is computed at an annual factor which is presently 12 1/2%. The Company also pays this company a fee when it replenishes the ATM with cash. The Company is required to pay these vaulting costs regardless of the number of transactions generated by the ATM. Certain locations in which the Company has placed ATMs provide their own vaulting services. In these instances, the Company does not incur any vaulting costs and these locations receive an increased amount per approved transaction. Decisions as to whether a location or the Company will vault the cash in an ATM are made on a case by case basis. Other Operating Costs - The Company has entered into agreements with unaffiliated third parties to provide insurance, service and maintenance for the ATMs it places in locations. The Company is required to pay these costs regardless of the number of transactions generated by these ATMs. These operating agreements are subject to termination or amendment. Accordingly, the Company can not accurately determine the cost of these services in the future. Because the Company enters into agreements with both ATM owners and locations to pay them specific amounts based on the number of ATM transactions, increases in these other operating expenses would have a negative effect on the Company. COMPANY OWNED ATMS The Company plans to purchase ATMs and operate them for its own account. As of December 31, 1997, the Company had purchased one ATM which it is operating for its own account. By owning an ATM, the Company retains the per transaction amount otherwise payable to the ATM owner. However, if the Company elects to purchase an ATM and operate it for its own account (as opposed to selling it), any profit that may have been realized on such sale would be eliminated. In these instances, the Company will be relying on the per transaction amount otherwise payable to the ATM owner to recover the cost of the ATMs it purchases. The Company believes the per transaction amount it will retain from direct ownership of ATMs (as opposed to paying these amounts to ATM owners) will be sufficient for it to recover their cost. However, the Company's limited operating history does not provide sufficient information to enable the Company to determine if this belief is accurate. If an ATM owned by the Company does not generated a sufficient number of transactions to enable the Company to recover its cost, there will be a negative effect on the Company. 7 8 The Company plans to use a significant portion of its future cash flow to purchase ATMs for its own account. However, there is no assurance the Company's future cash flow, if any, will enable it to purchase any ATMs. The Company may also seek financing in order to purchase ATMs. There are no arrangements or agreements for financing to purchase ATMs. There can be no assurance any such financing will be available on terms acceptable to the Company. Even if such financing becomes available, the Company has no commitment to purchase any ATMs. Decisions regarding purchases of ATMs will be made based on the financial position of the Company, the terms of available financing and the Company's expected cash flow. COMPETITION The Company presently competes, and will be competing in the future, with other companies who sell, own and operate ATMs. These competitors include banks and other companies that operate in a manner similar to the Company. The Company believes most of its competitors have greater financial and other resources, more experience and personnel than the Company. The Company presently competes and will be competing with these companies for sales of ATMs, purchasing ATMs, seeking locations in which to place ATMs, required related services and operating personnel. The Company competes by describing its turn-key program to potential purchasers of ATMs including the opportunity to receive monthly payments without being involved in the operation of their ATM. The Company also describes its turn-key program to locations including the benefits of having an ATM in a locations without having any operating responsibility and the monthly payments to be received. The Company believes the service and maintenance it provides for ATMs are not competitive factors. To the extent other companies offer purchasers of ATMs and/or the locations in which they are placed similar or more favorable terms, the Company will be negatively impacted. In such event, the Company may have to revise its terms to remain competitive. The Company is and expects to continue to be for the foreseeable future at a competitive disadvantage. GOVERNMENT REGULATION The Company believes its operations are not subject to any governmental regulation that will adversely effect its business. Various regulations have been proposed to reduce or eliminate amounts charged to users of ATMs. If any of these regulations are enacted in the jurisdictions where the Company has placed ATMs, the Company's revenues would decline and the Company would be negatively impacted. The enactment of any such regulations may effectively prohibit the Company from placing ATMs in such jurisdiction. 8 9 EMPLOYEES The Company presently employs 2 persons (who are its officers) on a part-time basis. The Company also employs others on a part-time, as-needed, basis for the installation of ATMs, clerical duties and other services. The Company utilizes the services of independent contractors to sell ATMs and intends to utilize the services of independent contractors to obtain locations to place ATMs. The Company has no objective criteria for selecting these independent contractors. All sales of ATMs and terms of location leases obtained by independent contractors are subject to prior approval by the Company. The Company does not anticipate the need for additional employees for the foreseeable future. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION. PLAN OF OPERATION The Company's plan of operation for at least the next twelve months includes continuing to sell ATMs at a profit, placing these ATMs in locations and operating them. The Company has, to date, and plans to continue to sell ATMs by describing its turn-key program to prospective purchasers. As part of its sales efforts, the Company provides prospective purchasers with a descriptive brochure and information regarding the number of transactions generated by ATMs it is already operating and the amounts received by ATM owners. The Company has, to date, and plans to continue to obtain location leases by informing locations of the benefits of having a ATM in their premises and describing its turn-key program. As part of its sales efforts, the Company provides locations with a descriptive brochure. In connection with its efforts to continue to sell ATMs and enter into location leases, the Company plans to expand its marketing and sales efforts. These marketing and sales efforts include additional advertising, attendance at trade and other shows, and engaging additional independent contractors to sell ATMs and obtain location leases. Because of the uncertainty of its future resources, the Company has not made any definitive plans as to the extent or type of additional marketing and sales efforts it will undertake. Decisions regarding these efforts will be made by management based on the Company's financial resources. The Company's cash commitments for the next twelve months consist of operating costs of the ATMs placed in locations that are not directly paid from a portion of the transaction fees generated by the ATMs. Costs not directly paid from a portion of transaction fees consist of vaulting, insurance and service and 9 10 maintenance. The Company believes it can make these cash payments solely from its portion of transaction fees earned from the ATMs it operates. The Company does not anticipate the need to raise additional funds for these cash commitments or any other operating costs during at least the next twelve months. The Company's plan of operation also includes the purchase of additional ATMs for its own account. The Company plans to use a significant portion of its future cash flow to purchase ATMs. However, there is no assurance that future cash flow will enable the Company to purchase any ATMs for its own account. The Company may also seek financing to purchase ATMs. Such financing may be in the form of loans, which will probably be secured by the purchased ATMs, equity financing or a combination thereof. The Company has not entered into any arrangements or agreements to obtain any financing for the purchase of ATMs and there is no assurance any financing for the purchase of ATMs will be available on terms acceptable to the Company. Even if such financing becomes available, the Company has no commitment to purchase any ATMs. LIQUIDITY AND CAPITAL RESOURCES As of December 31, 1997 the Company had total current assets of $79,965 including cash of $63,278. The Company's total current liabilities of $59,005 as of December 31, 1997 included $40,400 due for the purchase of ATMs sold. As of December 31, 1997, the Company had working capital of $20,960. The Company has no commitments for capital expenditures and has made no arrangements for external sources of liquidity such as bank lines of credit. The Company's initial financing was provided by the former shareholders of Nationwide in the form of purchase of shares and contributions to Nationwide's capital. These persons have not agreed to make any further contributions to the Company should the need arise. Management believes the Company will be able to meet its cash requirements for at least the next twelve months from funds received from additional sales of ATMs and profits realized from operation of ATMs. Management believes the Company will not require additional financing for at least the next twelve months. RESULTS OF OPERATIONS From November 26, 1996 (inception) through December 31, 1996, the Company was primarily engaged in organizational matters, development of its business plan, entering into agreements for the services required to operate ATMs, sales efforts and obtaining locations for ATMs. During this period, the Company did not conduct any other operations and was considered a development stage company. During the year ended December 31, 1997, the Company began selling ATMs, placing these ATMs in 10 11 locations and operating them. As a result of its commencement of operations, the Company ceased to be a development stage company. For the year ended December 31, 1997, revenue from sales of ATMs aggregated $248,561. The cost of ATMs sold aggregated $138,121, resulting in a profit on sales of ATMs of $114,440. The Company did not sell any ATMs during 1996. The Company is unable to determine the total number of ATMs it will sell during the next twelve months. However, management believes sales of ATMs and the related profit will exceed 1997 amounts. For the year ended December 31, 1997, transaction fees earned from the operation of ATMs were $61,125. Related costs including payments to ATM owners, ATM locations, transaction processing and vaulting aggregated $52,396, resulting in a profit from the operation of ATMs of $8,729. The Company did not operate any ATMs during 1996. Management believes transaction fees earned and related costs will substantially increase during the next twelve months over fiscal 1997. The ATMs operated by the Company during 1997 were placed in locations during various times during the year and were not in operation for the entire year. These ATMs are expected to be in operation at all times in the future. The Company also expects to continue to place additional ATMs in locations and operate them. Selling and administrative expenses for fiscal 1997 totaled $79,565 compared to $12,084 for fiscal 1996. During 1996, the Company was in existence for approximately one month and did not conduct any operations. Accordingly, these expenses for fiscal 1996 and 1997 are not comparable. Major items included in selling and administrative expenses for 1997 were printing of brochures for sales and marketing, office costs (including rent and telephone), and compensation to independent contractors for the sale of ATMs. The Company expects to increase the level of its operations in future periods and expects its selling and administrative expenses will increase. Management believes the rate of increase in such expenses will be substantially less than the increase in revenues and related costs. The Company has been in operation for a limited period of time. Accordingly, its results of operations for the year ended December 31, 1997 are not necessarily indicative of its results of operations for any future period. ITEM 3. DESCRIPTION OF PROPERTY. The Company leases approximately 500 square feet of office space at 22048 Sherman Way, Suite 213, Canoga Park, California 91303 pursuant to a month to month lease which requires monthly payments of approximately $550. The Company believes this office space will be sufficient for its needs for the foreseeable future. 11 12 ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT. As of March 25, 1998, the Company had a total of 7,000,000 shares of common stock outstanding. The following table sets forth the number of shares of common stock of the Company owed as of such date by (i) each of the officers and directors of the Company and (ii) all officers and directors of the Company as a group. Shares of common stock listed in the following table are directly owned by the persons indicated.
AMOUNT AND NATURE OF PERCENT OF NAME AND ADDRESS BENEFICIAL OUTSTANDING OF BENEFICIAL OWNER (1) OWNERSHIP (2) COMMON STOCK - - ----------------------- ------------- ------------ Joel Gillis (3) 2,750,000 39.3% Edward Wishner(3) 2,750,000 39.3% All officers and directors as a group (2 persons) (3) 5,500,000 78.6%
(1) The address of Mr. Gillis and Mr. Wishner is 22048 Sherman Way - Suite 213, Canoga Park, California 91303. (2) Beneficial owners of common stock possess sole voting and investment power with respect to the shares listed opposite their names. (3) Messrs. Gillis and Wishner have agreed that, in the event the Company's audited net income for the year ending December 31, 1999 is less than $1,500,000, they will each return 1,000,000 (aggregate - 2,000,000) of the shares of common stock that they own to the Company for cancellation. (4) To the Company's knowledge, there are no beneficial owners of five percent or more of the Company's common stock except for Messrs. Gillis and Wishner. ItEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. The following sets forth certain information with respect to each of the directors and officers of the Company.
Name Age Position with Company ---- --- --------------------- Joel Gillis 57 President and Director Edward Wishner 59 Secretary, Treasurer and Director
12 13 Directors are elected to an annual term that expires at the Company's annual meeting of stockholders. There is no family relationship between the Company's officers and directors JOEL GILLIS, has been the President and a director of the Company since May 12, 1997. He has been an officer and director of Nationwide since its formation on November 26, 1996. Since 1989, he has been an Executive Council Agent with New York Life Insurance Company. Mr. Gillis attended Ferris State University and Northwestern University. EDWARD WISHNER has been Secretary, Treasurer and a director of the Company since May 12, 1997. He has been an officer and director of Nationwide since its formation on November 26, 1996. Since 1985, he has been the sole owner of Edward Wishner Company, a tax preparation and accounting company. Mr. Wishner received a Bachelor of Science degree from New York University. ITEM 6. EXECUTIVE COMPENSATION. No officer or director of the Company has received any cash or cash equivalent compensation from the Company through December 31, 1997. The Company has no agreements, commitments or understandings to compensate any of its officers or directors. Incentive Stock Option Plan The Company has adopted an Incentive Stock Option Plan (the "Plan"). The purpose of the Plan is to secure and retain key employees of the Company. The Plan authorizes the granting of options to key employees of the Company to purchase an aggregate of 500,000 shares of Common Stock, subject to adjustment for various forms of reorganizations that may occur. No options may be granted after June 4, 2006 and the fair value of an option to each optionee cannot exceed $100,000 per year. An employee must have six months of continuous employment with the Company before he or she may exercise an option granted under the Plan. The option exercise price may not be less than 100% of the fair market value of the shares at the time of the granting of such option. In the event an option is granted to a stockholder who owns 10% or more of the Company's shares at the time of the grant of the option, the option price must not be less than 110% of the fair market value of the shares at the time of such grant. Options granted under the Plan are non-assignable and terminate three months after employment by the optionee ceases, except if employment terminates due to the disability of the optionee, in which event the option will expire twelve months from the date employment ceases. The Plan is administered by the Company's Board of Directors. No options have been granted under the Plan and there are no agreements, arrangements or understanding for the Company to grant any stock options. 13 14 ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. As of May 12, 1997, the Company issued 2,750,000 shares of its common stock to Joel Gillis and 2,750,000 shares of its common stock to Edward Wishner (aggregate - 5,500,000 shares) in exchange for all of the outstanding shares of common stock of Nationwide. Messrs. Gillis and Wishner have agreed that, in the event the Company's audited net income for the year ending December 31, 1999 is less than $1,500,000, they will each return 1,000,000 (aggregate - 2,000,000) shares of common stock they own to the Company for cancellation. Messrs. Gillis and Wishner formed Nationwide on November 26, 1996 and purchased an aggregate of 100 shares (100%) of its common stock for cash of $8,347. Messrs. Gillis and Wishner subsequently contributed an aggregate of $10,287 to the capital of Nationwide. Messrs. Gillis and Wishner may be each be deemed to be a promoter of the Company. ITEM 8. LEGAL PROCEEDINGS. There is no litigation pending against the Company. ITEM 9. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS. The Company's common stock is traded in the over-the-counter market and listed in what are commonly called the "pink sheets" under the symbol "ATMH". Trading activity in the Company's common stock started in October 1997 and the Company is not aware of any trading activity in its common stock prior to that date. The following quotations were obtained from Standard & Poor's Comstock service and reflect inter-dealer prices without mark-up, mark-down or commission and may not necessarily reflect actual transactions.
Low High Bid Bid --- --- Quarter ended December 31, 1997 $.50 $2.00
As of March 25 1998, there were approximately 30 holders of record of the Company's common stock. The number of shareholders does not take into account shareholders for whom shares are being held in the name of brokerage firms or clearing agencies. The Company has never declared or paid a cash dividend on its common stock and no cash dividends are expected to be paid on the common stock in the foreseeable future. 14 15 ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.
Number Acquirer Date of Shares Consideration - - -------- ---- --------- ------------- Joel Gillis 5/12/97 2,750,000 (1) Edward Wishner 5/12/97 2,750,000 (1)
(1) Issued in exchange for all of the outstanding shares of Nationwide. See "Item 7. Certain Relationships and Related Transactions." No underwriters were involved in the issuance of the shares set forth above and no commission or other compensation was paid to anyone in connection therewith. Such issuance of the shares of common stock of the Company did not involve a public offering within the meaning of Section 4(2) of the Securities Act of 1933 because the shares were issued to acquirers, each of whom gave the Company a signed representation of their intent to acquire their shares for investment only and not with a view to the distribution thereof. Each of such acquirers represented to the Company that their prior investment experience and general knowledge of business and investment transactions enabled him to make an informed investment decision with regard to acquiring such shares. Each of the certificates representing the shares of common stock issued to the foregoing acquirers has been affixed with a legend restricting transfer of the shares represented thereby and the Company had placed a "stop transfer" order with its transfer agent with respect to these shares. In connection with its formation on May 30, 1996, the Company issued 1,500,000 shares of its common stock to the Trigate shareholders on a pro rata basis in exchange for all of the 17,500,000 outstanding shares of Trigate in order to effect an 11 2/3 for 1 reverse common stock split. No cash or other consideration was paid or received by the Company, Trigate or the Trigate shareholders in connection with this transaction. No underwriters were involved in this transaction and no commission or other compensation was paid in connection therewith. Neither Mr. Gillis nor Mr. Wishner were shareholders of Trigate and neither of them received any of the shares issued by the Company in exchange for the Trigate shares. The issuance by the Company of shares of common stock in exchange for shares of Trigate did not involve a public offering within the meaning of Section 4(2) of the Securities Act of 1933 because the shares were issued to the existing shareholders of Trigate. ITEM 11. DESCRIPTION OF SECURITIES. The Company is authorized to issue 50,000,000 shares of common stock, $.0001 par value per share. Holders of common stock (a) have equal ratable rights to dividends when and if declared by the Board of Directors; (b) are entitled to share ratably in all of the assets of the Company available for distribution to 15 16 holders of common stock upon the liquidation or other winding up of the Company; (c) do not have preemptive, subscription or conversion rights; and (d) are entitled to one noncumulative vote per share. The Company is also authorized to issue 10,000,000 shares of preferred stock, $.001 par value per share. The Board of Directors of the Company has the right to determine the characteristics of any preferred stock including voting rights, conversion rights, dividend requirements redemption provisions and liquidation preferences. No shares of preferred stock have been issued and there are no agreements, arrangements or understanding for the Company to issue any shares of preferred stock. ITEM 12. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 78.751 of the Nevada Revised Statutes permits extensive indemnification of present and former directors, officers, employees and agents of a Nevada corporation. Under Nevada law, in order for a corporation to provide such indemnification, a disinterested majority of the corporation's board of directors, independent legal counsel, or the shareholders must find as a matter of fact that the director, officer, employee or agent acted, or failed to act, in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceedings, had no reason to believe such conduct was unlawful. Statutory indemnification is permissive except in the event of a successful defense, in which case a director, officer, employee or agent must be indemnified against expenses, including attorneys' fees, actually and reasonably incurred in connection therewith. With regard to actions by or in the right of the corporation, indemnification is permitted to persons adjudged not to be liable for "negligence or misconduct" in connection with the performance of their corporate duties, and indemnification is allowed with respect to expenses, including attorneys' fees, actually and reasonably incurred by such persons in connection with the defense or settlement of such action or suit. with regard to all other actions, indemnification is permitted to persons acting in good faith and in a manner which they believe to be in, or not opposed to, the best interests of the corporation, and indemnification is allowed with respect to expenses, including attorneys' fees, judgments, fines and amounts paid in settlement by such persons in connection with the defense or settlement of such an action or suit. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 16 17 the payment by the Company of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. ITEM 13. FINANCIAL STATEMENTS. The Company's audited consolidated financial statements as of December 31, 1997 are included elsewhere herein ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. There have been no disagreements with the Company's accountants on any matter of accounting or financial disclosure. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements 1. Audited consolidated financial statements of ATM Holdings, Inc. and subsidiary as of December 31, 1997 and for the year ended December 31, 1997 and the period from November 26, 1996 (inception) through December 31, 1996. (b) Exhibits 2. Agreement dated as of May 12, 1997 by and between ATM Holdings, Inc., Nationwide Automated Systems, Inc. and Shareholders. 3(i) Articles of Incorporation of ATM Holdings, Inc. 3(ii) By-laws of ATM Holdings, Inc. 4 Specimen certificate of common stock. 10.1 Stock Option Plan 10.2 Form of Lease Agreement between the Company and ATM owner. 10.3 Form of Lease Agreement between the Company and location (Company vaults cash) 10.4 Form of Lease Agreement between the Company and location (Location vaults cash) 10.5 Form of Processing Agreement. 21 Subsidiaries 17 18 SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. ATM HOLDINGS, INC. March 26, 1998 By /s/ Joel Gillis ------------------------------- Joel Gillis, President March 26, 1998 By /s/ Edward Wishner ------------------------------- Edward Wishner, Treasurer (Principal Accounting and Financial Officer) 18 19 ITEM 15 (a) FINANCIAL STATEMENTS
Financial Statements Page No. 1. Audited consolidated financial statements of ATM Holdings, Inc. and subsidiary as of December 31, 1997 and for the year ended December 31, 1997 and the period from November 26, 1996 (inception) through December 31, 1996
20 ATM HOLDINGS, INC. AND SUBSIDIARY AUDITED CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 21 INDEX
Page ---- Accountant's Report...................................... 1 Consolidated Balance Sheet as of December 31, 1997....... 2 Consolidated Statements of Operations - Year ended December 31, 1997 and Period from November 26, 1996 (inception) through December 31, 1996................... 3 Consolidated Statement of Shareholders' Equity - Period from November 26, 1996 (inception) to December 31, 1997....................................... 4 Consolidated Statements of Cash Flows - Year ended December 31, 1997 and Period from November 26, 1996 (inception) through December 31, 1996................... 5 Notes to Consolidated Financial Statements............... 6
22 Ira J. Berkowitz, C.P.A An Accountancy Corporation 20750 Ventura Boulevard, Suite 208 Woodland Hills, California 91364 (818) 999-1032 ACCOUNTANT'S REPORT The Board of Directors ATM Holdings, Inc. Canoga Park, California We have audited the accompanying consolidated balance sheet of ATM Holdings, Inc. and subsidiary as of December 31, 1997 and the related consolidated statements of operations, shareholders' equity and cash flows for the year ended December 31, 1997 and the period from November 26, 1996 (date of inception) to December 31, 1996. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion of these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that out audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the consolidated financial position of ATM Holdings, Inc. and subsidiary as of December 31, 1997 and the consolidated results of its operations and cash flows for the year ended December 31, 1997 and the period from November 26, 1996 (date of inception) to December 31, 1996 in conformity with generally accepted accounting principles. /s/ Ira J. Berkowitz C.P.A. March 9, 1998 1 23 ATM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET DECEMBER 31, 1997 ASSETS Current Assets: Cash $ 63,278 Receivables 10,851 Prepaid expenses 5,836 -------- Total Current Assets 79,965 Equipment, at cost, less accumulated depreciation of $1,993 7,207 Company owned ATM, at cost, less accumulated depreciation of $1,500 8,500 Deposits 4,987 -------- Total Assets $100,659 ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 45,409 Accrued expenses 4,096 Deposits received 5,000 Federal income taxes 4,500 -------- Total Current Liabilities 59,005 -------- Shareholders' Equity: Preferred stock, $.001 par value Authorized 10,000,000 shares, none issued -0- Common stock, $.0001 par value Authorized 50,000,000 shares, issued and outstanding 7,000,000 shares 700 Additional paid-in capital 17,934 Retained earnings 23,020 -------- Total Shareholders' Equity 41,654 -------- Total Liabilities and Shareholders' Equity $100,659 ========
See notes to consolidated financial statements. 2 24 ATM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS
Period from November 26, 1996 Year ended (inception) to December 31, 1997 December 31, 1996 ----------------- ----------------- Sales of ATMs $248,561 $-0- Cost of ATMs sold 138,121 -0- -------- --------- Profit on sales of ATMs 114,440 -0- -------- --------- Transaction fees earned 61,125 -0- ATM operating costs 52,396 -0- -------- --------- Profit from ATM operations 8,729 -0- -------- --------- Total operating profit 119,169 -0- Selling and administrative expenses 79,565 12,084 -------- --------- Income (loss) before provision for income taxes 39,604 (12,084) Provision for income taxes 4,500 -0- -------- --------- Net Income (Loss) $ 35,104 $ (12,084) ======== ========= Net Income (loss) per share $ .005 $-0- ======== =========
See notes to consolidated financial statements. 3 25 ATM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY FOR THE PERIOD NOVEMBER 26, 1996 (INCEPTION) TO DECEMBER 31, 1996 AND FOR THE YEAR ENDED DECEMBER 31, 1997
Additional Retained Common Paid-in Earnings Stock Capital (Deficit) Net -------- -------- -------- -------- Formation of company $ 700 7,647 8,347 Contributions to capital 10,287 10,287 Net (loss) (12,084) (12,084) -------- -------- -------- -------- Balance, December 31, 1996 700 17,934 (12,084) 6,550 Net income 34,104 35,104 -------- -------- -------- -------- Balance, December 31, 1997 $ 700 17,934 23,020 41,654 ======== ======== ======== ========
See notes to consolidated financial statements. 4 26 ATM HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Period from November 26, 1996 Year ended (inception)to December 31, December 31, 1997 1996 -------- -------- Cash flows from operating activities: Net income (loss) $ 35,104 $(12,084) Depreciation 3,340 153 Changes in assets: Decrease (increase) in: Receivables (10,851) -0- Prepaid expenses (3,801) (2,035) Deposits made for ATMs 9,783 (9,783) Deposits (1,900) (3,087) Changes in liabilities: Increase (decrease) in: Accounts payable 43,559 1,850 Accrued expenses 4,096 -0- Deposits received for ATMs (20,000) 25,000 Federal income taxes 4,500 -0- -------- -------- Cash provided by(used in) operating activities 63,830 14 Cash flows from investing activities: Purchase of equipment -0- (9,200) Purchase of ATM (10,000) -0- -------- -------- Cash (used in) investing activities (10,000) (9,200) -------- -------- Cash flows from financing activities - Formation of Nationwide and capital contributions -0- 18,634 -------- -------- Net increase in cash 53,830 9,448 Cash at beginning of period 9,448 -0- -------- -------- Cash at end of period $ 63,278 $ 9,448 ======== ========
See notes to consolidated financial statements. 5 27 ATM HOLDINGS, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 Note 1 - Organization and Basis of Presentation ATM Holdings, Inc. (the "Company") was organized under the laws of the State of Nevada on May 31, 1996. As of May 12, 1997 the Company acquired all of the outstanding shares of common stock of Nationwide Automated Systems, Inc. ("Nationwide") in exchange for 5,500,000 shares of its previously unissued shares of common stock. Nationwide was organized under the laws of the State of California on November 26, 1996. Prior to the acquisition of Nationwide, the Company was inactive and did not conduct any operations. The acquisition by the Company of Nationwide has been treated as a "reverse acquisition" and accounted for in a manner similar to a pooling of interests. Accordingly, the accompanying consolidated financial statements include the accounts of Nationwide since its formation on November 26, 1996. Unless the context indicates otherwise, the term "Company" includes ATM Holdings, Inc. and Nationwide. Note 2 - Business The Company sells, owns and operates automated teller machines (ATMs). The Company did not conduct business operations through December 31, 1996 and commenced business operations during the year ended December 31, 1997. The Company sells ATMs and leases these ATMs from their owners. These ATMs are placed in locations by the Company and are operated by the Company without any involvement by the ATM owner or the location. ATM owners receive monthly payments of a fixed amount for each transaction generated by their ATMs. The Company is not required to pay ATM owners any minimum monthly amount. Locations also receive a monthly payment of a fixed amount for each transaction generated by the ATM in their premises. The Company is not required to pay locations any minimum monthly amount. The Company provides all of the services required to operate the ATMs it places in locations. These services include processing of ATM transactions, supplying and replenishing cash in the ATMs, service and maintenance, and insurance. The Company has entered into agreements with unaffiliated parties to provide all of these services and pays all of the related costs. 6 28 ATM users are charged a fee for each ATM transaction. The amount of this fee is determined by the Company and the Company receives all of these fees. Amounts payable to ATM owners and locations are not based on the amount of the fee charged to ATM users. The company providing ATM processing services is paid a per transaction amount which is not based on the amount of the fee charged to ATM users. The companies providing the other ATM services are not paid a transaction amount nor do any of them receive a portion of the fee charged to ATM users. Note 2 - Summary of Significant Accounting Policies Management 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 revenues and expenses during the reporting period. Actual results could differ from these estimates. Sales of ATMs - Sales of ATMs are recorded at the time title passes to the ATM purchaser. The cost of ATMs sold are recorded when the Company purchases the ATM from the manufacturer. Transaction fee revenue and related expenses - Transaction fees are recorded as revenues when they are charged to the ATM user. Payments due to ATM owners, locations and the processing company are recorded as expenses at the same time. Other operating expenses - The cost of cash in the ATMs operated by the Company is based on the actual amount of cash in the ATMs and is recorded as an expense as transaction fees are earned. Equipment - Depreciation of equipment is computed using the straight-line method over their five year estimated useful lives. Company owned ATM - The Company owns one ATM which is depreciated using the straight-line method over its five year estimated useful life. Income (loss) per share - Income (loss) per share has been computed based on the average number of shares of common stock outstanding during the periods after giving retroactive effect to the shares issued to acquire Nationwide as described in Note 1. 7 29 The average number of shares used in the computation of income (loss) per share was 7,000,000 for all periods presented. Purchase deposits - Deposits made by the Company for purchases of ATMs to be sold are recorded as purchase deposits. These deposits are charged to cost of ATMs sold upon the sale of the related ATM. Deposits received - Deposits received by the Company for the purchase of ATMs are recorded as liabilities until the related ATM is sold. Upon the sale of an ATM, the related deposit is included in revenues. Note 3 - Receivables Receivables at December 31, 1997 consist of transaction fees earned by the Company which have not been received and amounts due from the company providing vaulting services. Note 4 - Accounts Payable Accounts payable at December 31, 1997 consists of $40,460 payable for the purchase of ATMs sold and $4,949 payable to ATM owners, locations and for ATM processing services. Note 5 - Leases The Company leases ATMs from their owners for minimum five year terms. Owners of ATMs receive monthly payments of a fixed amount for each transaction generated by their ATM. There are no minimum payments required to be made to ATM owners during the entire term of the lease. During the year ended December 31, 1997, lease expense to ATM owners aggregated $10,411. The Company enters into leases with the locations in which ATMs are placed for minimum five year terms. Locations receive monthly payments of a fixed amount for each transaction generated by the ATM in their premises. There are no minimum lease payments required to be made to locations during the entire term of the lease. During the year ended December 31, 1997, lease expense to locations aggregated $14,463. Note 6 - Federal Income Taxes The provision for federal income taxes has been computed by applying the statutory rate to income before provision for income taxes after giving effect to utilization of the Company's net operating loss carryforward. There are no differences between income for financial statement purposes and income for federal income tax purposes. 8 30 Note 7 - Shareholders' Equity In connection with the formation of Nationwide, its founders purchased shares of its common stock for $8,347 in cash. Through December 31, 1996, these founders contributed an additional $10,287 in cash to the capital of Nationwide. Preferred Stock - The Company is authorized to issue a total of 10,000,000 shares of preferred stock with such designations as may be determined by its Board of Directors. No shares of preferred stock are outstanding and the Company has no agreements or commitments to issue any shares of preferred stock. Common Stock - The Company is authorized to issue a total of 50,000,000 shares of common stock. As of December 31, 1997, 7,000,000 shares of common stock were outstanding. The Company has no agreements or commitments to issue any additional shares of common stock. Return of Shares of Common Stock - The former shareholders of Nationwide, who own an aggregate of 5,500,000 shares of the Company's common stock, have agreed to return a total of 2,000,000 of their shares to the Company for cancellation in the event the Company's audited net income for the year ending December 31, 1999 is less than $1,500,000. No payment will be made to such shareholders in the event these shares are returned. 9 31 ATM HOLDINGS, INC. FORM 10-SB EXHIBITS
Exhibit No. Description Page - - ----------- ----------- ---- 2. Agreement dated as of May 12, 1997 by and between ATM Holdings, Inc., Nationwide Automated Systems, Inc. and Shareholders. 3(i) Articles of Incorporation of ATM Holdings, Inc. 3(ii) By-laws of ATM Holdings, Inc. 4 Specimen certificate of common stock. 10.1 Stock Option Plan 10.2 Form of Lease Agreement between the Company and ATM owner. 10.3 Form of Lease Agreement between the Company and location (Company vaults cash) 10.4 Form of Lease Agreement between the Company and location (Location vaults cash) 10.5 Form of Processing Agreement. 21 Subsidiaries.
EX-2 2 EXHIBIT 2 1 AGREEMENT made as of the 12th day of May 1997, by and between ATM Holdings, Inc., a Nevada corporation ("Holdings"), the persons listed on the signature page hereof (who are individually and collectively referred to as "Shareholders"), and Nationwide Automated Systems, Inc., a California corporation, ("Nationwide"). WHEREAS, Shareholders are the owners of all of the issued and outstanding shares of Nationwide ("Nationwide Shares"), and WHEREAS, Holdings desires to acquire all of the Nationwide Shares from Shareholders in exchange for shares of Holdings' common stock, par value $.0001 per share ("Common Stock"). NOW THEREFORE, in consideration of the mutual promises, warranties, representations, covenants and other statements contained herein, the parties agree as follows: 1. Holdings shall acquire the Nationwide Shares from Shareholders in exchange for Five Million Five Hundred Thousand (5,500,000) shares of its authorized but unissued shares of Common Stock. Such shares are hereinafter referred to as the "Acquisition Shares." 2. Holdings shall acquire the Nationwide Shares by issuing the Acquisition Shares to the Shareholders as set forth on Exhibit A hereto. In no event shall Holdings be required to issue more than an aggregate of Five Million Five Hundred Thousand (5,500,000) shares of Common Stock in exchange for the Nationwide Shares. 3. The closing of this transaction shall take place on the date first above written. Such date is hereinafter referred to as the "Closing Date". 4. On the Closing Date, the following shall occur: (a) Holdings shall deliver to Shareholders certificates representing an aggregate of Five Million Five Hundred Thousand (5,500,000) of the Acquisition Shares. Such certificates shall be issued in the names of Shareholders as set forth on Exhibit A attached hereto. Certificates representing the Acquisition Shares so delivered shall be issued in such denominations as may be reasonably requested by Shareholders and shall bear such legends as may be appropriate and reasonably requested by Holdings. (b) Each Shareholder shall execute and deliver to Holdings an investment letter with respect to the Acquisition Shares in such form as may reasonably be requested by Holdings dated as of the Closing Date. 1 2 (c) Each Shareholder shall deliver his Nationwide Shares to Holdings with such signatures, signature guarantees, assignments, certificates and other documentation which may reasonably be requested by Holdings. (d) Each Shareholder shall execute and deliver to Holdings a release in substantially the form attached hereto as Exhibit B dated as of the Closing Date. (e) Each of the present officers and directors of Holdings shall deliver his written resignation to Holdings dated as of the Closing Date. (f) It is the intention of all the parties hereto that the actions to be taken pursuant to this Section shall be deemed to have been done simultaneously. 5. Representations and Warranties of Holdings: (a) It is a corporation duly organized and validly existing under the laws of the State of Nevada. (b) Its Articles of Incorporation and By-Laws have not been modified or amended and it has no knowledge of any proceeding or action that would affect its Articles of Incorporation or By-Laws. (c) It has authorized capital stock of 50,000,000 shares of common stock, $.0001 par value per share and 10,000,000 shares of preferred stock, $.001 per share. (d) No shares of preferred stock are outstanding and One Million Five Hundred Thousand (1,500,000) shares of Common Stock are outstanding. Except for the transactions contemplated by this Agreement, it has no obligations, commitments or agreements to issue any shares of preferred stock or additional shares of Common Stock. (e) Except for the transactions contemplated by this Agreement, it is not a party to any contract or agreement. (f) Its Board of Directors has approved the transactions contemplated by this Agreement. 6. Representations and Warranties of Shareholders: Each Shareholder represents and warrants as follows: (a) Each Shareholder is the sole owner of the Nationwide Shares listed opposite his name on Exhibit A. 2 3 (b) The Nationwide Shares owned by each Shareholder listed opposite his name on Exhibit A are free and clear of all claims, liens and encumbrances. (c) Each Shareholder has full power and authority to enter into this Agreement and perform the actions contemplated hereby. (d) Notwithstanding any exemption that may be provided pursuant to any federal, state or other regulation, each Shareholder agrees not to publicly sell any of the Acquisition Shares for a period of two (2) years commencing with the Closing Date and agrees to have the certificates representing the Acquisition Shares stamped with a legend referencing this Agreement and the restriction on the public sale of such shares as provided for herein. (e) In the event that Holdings (including Nationwide) does not have Consolidated Net Income (as herein defined) of at least One Million Five Hundred Thousand ($1,500,000) Dollars for the fiscal year ending December 31, 1999, Shareholders shall return to Holdings for cancellation an aggregate of Two Million (2,000,000) of the Acquisition Shares. The shares subject to this return provision are referred to herein as the "Return Shares". "Consolidated Net Income" is defined as the consolidated net income of Holdings and its subsidiaries (including Nationwide) as set forth on its audited consolidated financial statements for the fiscal year ending December 31, 1999. Each Shareholder agrees to place certificates representing his proportionate amount of the Return Shares in escrow with Holdings and to have such certificates affixed with a legend referencing this Agreement and the return provisions provided for herein. Upon the attainment by Holdings of One Million Five Hundred Thousand ($1,500,000) Dollars of Consolidated Net Income for the fiscal year ending December 31, 1999, the Return Shares shall be released from escrow and returned to Shareholders without the legend provided for herein. (f) Each Shareholder is not an officer, director, affiliate or 5% or more shareholder of any company or business entity that directly or indirectly competes with the business of Nationwide. (g) Each Shareholder agrees not to become an officer, director, employee, affiliate or 5% or more shareholder of any company or business entity that directly or indirectly competes with the business of Nationwide for a period of five (5) years commencing with the Closing Date. 3 4 7. Representations and Warranties of Nationwide: (a) It is a corporation duly organized and existing under the laws of the State of California and is qualified to do business under the laws of such jurisdictions where it conducts its business. (b) The only shares of capital stock that its has outstanding are the Nationwide Shares and all of the Nationwide Shares are validly issued, fully paid and non-assessable. (c) It has no obligations, commitments or agreements to issue any additional shares of common stock or any other equity security. (d) It possesses all licenses, permits, etc. required and necessary for it to conduct its operations in the normal course of business. (e) Except for the contracts and agreements set forth on Exhibit C attached hereto, it has no material agreements, contracts or commitments. (f) Its audited balance sheet as of December 31, 1996 attached hereto as Exhibit D is accurate as of such date and it owns and has title to all of the assets included on such balance sheet free and clear of any claims or encumbrances except as set forth thereon. As of December 31, 1996, it had no liabilities other than those set forth on such balance sheet. (g) Its unaudited balance sheet as of March 31, 1997 attached hereto as Exhibit E is accurate as of such date and it owns and has title to all of the assets included on such balance sheet free and clear of any claims or encumbrances except as set forth thereon. As of March 31, 1997, it had no liabilities other than those set forth on such balance sheet. (h) Through the Closing Date, there has been no adverse change in its financial condition or results of operations that would make such March 31, 1997 balance sheet inaccurate or misleading. (i) It has filed all documents, statements and returns required by all government agencies and all amounts due to any government agency have been paid or provided for in its financial statements. (j) It has no subsidiaries or is a party to any joint venture, partnership or similar agreement. 4 5 (k) It has no litigation pending, or to the best of its knowledge, there is no litigation threatened against it. 8. Neither this Agreement, nor any provision hereof, shall be amended or modified or deemed amended or modified, except by an agreement in writing duly subscribed and acknowledged with the same formality as this Agreement. Any waiver by either party of any provision of this Agreement or any right or option hereunder, shall not be controlling nor shall it prevent or stop such party from thereafter enforcing such provision, right or option, and the failure of either party to insist in any one or more instances upon the strict performances of any of the terms and provisions of this Agreement by the other party shall not be construed as a waiver or relinquishment for the future of any such term or provision, but the same shall continue in full force and effect. 9. All matters affecting the interpretation of this Agreement and the rights of the parties hereto shall be governed by the laws of the State of California. 10. In the event that any provision of this Agreement shall be held contrary to, or invalid under the laws of any country, state or other jurisdiction, such invalidity shall not affect in any way any provision hereof, all of which shall continue in full force and effect in any country, state or jurisdiction in which such provision is legal and valid. 11. Each of the respective rights and obligations of the parties hereunder shall be deemed independent and may be enforced independently, irrespective of any other rights and obligations set forth herein. 12. This Agreement contains the entire understanding of the parties, who hereby acknowledge that there have been and are no representations, warranties, covenants or understandings other than those expressly set forth herein. 13. This Agreement may be signed in counterparts and, when all such counterparts are considered together, they shall act as a formal and binding document by those affixing their signature to such counterparts. 5 6 IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the day and year first above written. ATM HOLDINGS, INC. By/s/ Michael Roberts ------------------------------- Michael Roberts, President Attest: /s/ Steve Doherty - - ------------------------------- Steve Doherty, Secretary NATIONWIDE AUTOMATED SERVICES, INC. By /s/ Joel Gillis ----------------------------- Joel Gillis, President Attest: /s/ Edward Wishner - - ------------------------------- Edward Wishner, Secretary SHAREHOLDERS: /s/ Joel Gillis ------------------------------- Joel Gillis /s/ Edward Wishner ------------------------------- Edward Wishner 6 EX-3.(I) 3 EXHIBIT 3.(I) 1 ARTICLES OF INCORPORATION OF ATM HOLDINGS, INC. FIRST: The name of the corporation is ATM HOLDINGS, INC. SECOND: Its principal office in the State of Nevada is located at 6550 South Pecos Road, Las Vegas, Nevada 89120. The name and address of its resident agent is William Page, 6550 South Pecos Road, Las Vegas, Nevada 89120. THIRD: The nature of the business or objects or purposes proposed to be transacted, promoted or carried on are: To engage in any lawful activity and to manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign, and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description. FOURTH: The total number of authorized shares of capital stock that may be issued by the corporation is Sixty Million (60,000,000) shares, of which Fifty Million (50,000,000) shares of a par value of One Hundredth of One Cent ($.0001) per share, amounting in the aggregate to Five Thousand ($5,000.00) Dollars shall be common stock, and of which Ten Million (10,000,000) shares of par value of One Tenth of One Cent ($.001) per share, amounting in the aggregate to Ten Thousand ($10,000) Dollars shall be preferred stock. The Board of Directors shall have the authority to fix, by resolution adopted for the issuance of such preferred stock, the designations, preferences and relative participating, voting, optional or other special rights, or qualifications, limitations or restrictions of such stock. FIFTH: The capital stock, after the amount of the subscription price, or par value has been paid, shall not be subject to assessment to pay the debts of the corporation. SIXTH: The governing board of the Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By laws of the corporation, provided that the number of directors shall not be reduced to less than three (3), except that in cases where all of the shares of the corporation are owned beneficially and of record by either one or two stockholders, the number of directors may be less than three (3) but not less than the number of stockholders. 1 2 The names and post office addresses of the first Board of Directors, which shall be two (2) in number, are as follows:
Name Post Office Address ---- ------------------- JOSH SOLOVY 20969 Ventura Boulevard Woodland Hills, California 91367 KAVIT VILASVORATARN 20969 Ventura Boulevard Woodland Hills, California 91367
SEVENTH: In the furtherance, and not in limitation of the powers confirmed by statute, the Board of Directors is expressly authorized to: Subject to the By laws, if any, adopted by the stockholders, make, alter or amend the By laws of the corporation. To fix the amount to be reserved as working capital over and above its capital stock paid in, to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation. By resolution passed by a majority of the whole board, to designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the corporation, which, to the extent provided in the resolution or in the By laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the By laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors. When and as authorized by the affirmative vote of stockholders holding stock entitling them to exercise at least a majority of the voting power, given at a stockholders' meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have the power and authority to sell, lease or exchange all of the property and assets of the corporation, including its good will and its corporate franchises, upon such terms and conditions as the Board of Directors deems expedient and in the best interests of the corporation. 2 3 EIGHTH: The name and post office address of the incorporator signing the Articles of Incorporation is as follows:
Name Post Office Address ---- ------------------- CARMELA MILILLO 570 Seventh Avenue New York, N.Y. 10018
NINTH: The corporation is to have perpetual existence. TENTH: Meetings of stockholders may be held outside the State of Nevada, if the By laws so provide. The books of the corporation may be kept (subject to any provision contained in the Nevada Revised Statutes) outside the State of Nevada at such place as may be designated from time to time by the Board of Directors or in the By laws of the corporation. ELEVENTH: No stockholder of the corporation shall, by reason of his holding shares of any class of stock of the corporation, have any preemptive or preferential right to purchase or subscribe to any class of stock of the corporation now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options to purchase shares of stock, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholders, other than such rights, if any, as the Board of Directors, in its discretion from time to time may grant, and at such price as the Board of Directors, in its discretion, may fix; and the Board of Directors may issue shares of any class of stock of the corporation, or any notes, debentures, bonds or other securities convertible into or carrying options or warrants to purchase shares of any class of stock of the corporation, without offering any such shares of any class of stock, either in whole or in part, to the existing stockholders of any class of stock. TWELFTH: The corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation. THIRTEENTH: To the fullest extent provided by Chapter 78 of the Nevada Revised Statutes, as the same exists or may hereafter be amended, an officer or director of the corporation shall not be liable to the corporation or its stockholders for monetary damages due to breach of fiduciary duty as such officer. 3 4 FOURTEENTH: To the fullest extent permitted by Chapter 78 of the Nevada Revised Statutes, as the same exists or may hereafter be amended, an officer or director of the corporation who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including an action by or in the right of the corporation, or is or was serving at the request of the corporation as an officer, director, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding. I. THE UNDERSIGNED, being the incorporator hereinbefore name, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly, have hereunto set my hand this 20th day of May 1996. /s/ CARMELA MILILLO -------------------- CARMELA MILILLO Incorporator 4 EX-3.(II) 4 EXHIBIT 3.(II) 1 BYLAWS OF ATM HOLDINGS, INC. A NEVADA CORPORATION ARTICLE I OFFICERS Section 1. Principal Executive Office. The principal executive office of the corporation is hereby fixed and located in the State of Nevada at 6550 South Pecos Road, Las Vegas, Nevada 89120. The Board of Directors of the corporation (herein called the "Board") is hereby granted full power and authority to change the principal executive office or the location of any other corporate office from one location to another. Any such change shall be noted on the Bylaws in this Section, or this Section may be amended to state the new location. Section 2. Other Offices. Branch or subordinate offices may, at any time, be established by the Board at any place or places. ARTICLE II SHAREHOLDERS Section 1. Shareholders of Record. Only shareholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corporation shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada. Section 2. Place of Meetings. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other place within or without the State of Nevada which may be designated either by the Board or by the written consent of all persons entitled to vote thereat, given either before or after the meeting and filed with the Secretary. Section 3. Annual Meetings. The annual meetings of shareholders shall be held on July 15, at 11:00 o'clock a.m., local time, or such other date or such other time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the corporation at its principal executive office, then any such annual meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings directors shall be elected and any other proper business may be transacted. 1 2 Section 4. Special Meetings. Special meetings of the shareholders may be called at any time by the Board, the Chairman of the Board, the President, or by the holders of shares entitled to cast not less than 10 percent of the votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice President or the Secretary by any person entitled to call a special meeting of shareholders, the officer forthwith shall cause notice to be given in writing to the shareholders entitled to vote at a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after the receipt of the request. If the notice is not given within 20 days after receipt of the request, the persons entitled to call the meeting may give the notice. Section 5. Notice of Annual or Special Meetings. Written notice of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date, and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by management for election. Notice of a shareholders' meeting shall be given either by mail or by other means of written communication, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice, or, if no such address appears or is given, at the place where the principal executive office of the corporation is located or by publication at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Section 6. Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and voting at the meeting (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or 2 3 voting by classes is required by law or by the Articles of Incorporation and except as provided in the following sentence. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum. Section 7. Adjourned Meetings and Notice Thereof. Any shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, represented either in person or by proxy, but in the absence of a quorum (except as provided in Section 6 of this Article II) no other business may be transacted at such meeting. It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however, when any shareholders' meeting is adjourned for more than 45 days, or if after adjournment, a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Section 8. Voting. The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only such persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 9 of this Article II. Voting shall, in all cases, be subject to the provisions of Chapter 78 of the Nevada Revised Statutes and to the following provisions: (a) Subject to clause (g), shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either in person or by proxy, without a transfer of such shares into the holder's name; and shares standing in the name of a trustee may be voted by the trustee, either in person or by proxy, but no trustee shall be entitled to vote shares held by such trustee without a transfer of such shares into the trustee's name. (b) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in an order of the court by which such receiver was appointed. (c) Subject to the provisions of Chapter 78 of the Nevada Revised Statutes, and except where otherwise agreed in writing between the parties, a shareholder whose shares are pledged shall 3 4 be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (d) Shares standing in the name of a minor may be voted and the corporation may treat all rights incident thereto as exercisable by the minor, in person or by proxy, whether or not the corporation has notice, actual or constructive, of the minority, unless a guardian of the minor's property has been appointed and written notice of such appointment given to the corporation. (e) Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxyholder as the bylaws of such other corporation may prescribe or, in the absence of such provision, as the Board of Directors of such other corporation may determine or, in the absence of such determination, by the chairman of the board, president or any vice president of such other corporation, or by any other person authorized to do so by the chairman of the board, president or any vice president of such other corporation. Shares which are purported to be voted or any proxy purported to be executed in the name of a corporation (whether or not any title of the person signing is indicated) shall be presumed to be voted or the proxy executed in accordance with the provisions of this clause, unless evidence to the contrary is produced. (f) Shares of the corporation owned by any subsidiary shall not be entitled to vote on any matter. (g) Shares held by the corporation in a fiduciary capacity, and shares of the corporation held in a fiduciary capacity by any subsidiary, shall not be entitled to vote on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or to give the corporation binding instruction as to how to vote such shares. (h) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a shareholder voting agreement or otherwise, or if two or more persons (including proxyholders) have the same fiduciary relationship respecting the same shares, unless the Secretary of the corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (i) If only one votes, such act binds all; (ii) If more than one vote, the act of the majority so voting binds all; 4 5 (iii) If more than one vote, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionately. If the instrument so filed or the registration of the shares shows that any such tenancy is held in unequal interests, a majority or even split for the purpose of this section shall be a majority or even split in interest. Elections need not be by ballot; provided, however, that all elections for director must be by ballot upon demand made by a shareholder at the meeting and before the voting begins. In any election of directors, the candidates receiving the highest number of votes up to the number of directors to be elected shall be elected. Section 9. Record Date. The Board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote, or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall be not more than 60 nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the adjourned meeting. The Board shall fix a new record date if the meeting is adjourned for more than 45 days. If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business of the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than set forth in this Section 9 or Section 11 of this Article II shall be at the close of business on the day on which the Board adopts the resolution relating thereto, or the 60th day prior to the date of such other action, whichever is later. Section 10. Voting Record. The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least 10 days before such meeting of shareholders, a complete record of the shareholders entitled to vote at each meeting of 5 6 shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. The record, for a period of 10 days prior to such meeting, shall be kept on file at the principal executive office of the corporation, and shall be subject to inspection by any shareholder for any purpose germane to the meeting at any time during usual business hours. Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof. The original stock transfer books shall be the prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders. Section 11. Action Without Meeting. As provided in Chapter 78 of the Nevada Revised Statutes, any action which may be taken by the vote of shareholders at an annual or special meeting, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 9 of this Article II, the record date for determining shareholders entitled to give consent pursuant to this Section 11, when no prior action by the Board has been taken, shall be the day on which the first written consent is given. Section 12. Proxies. At any meeting of the shareholders of the corporation any shareholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the power conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue in force, which in no case shall exceed one year from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until an instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the corporation. Section 13. Inspectors of Election. In advance of any meeting of shareholders, the Board may appoint inspectors of election to act at such meeting and any adjournment thereof. If inspectors of 6 7 election are not so appointed, or if any person so appointed fails to appear or refuses to act, the chairman of any such meeting may, and on the request of any shareholder or shareholder's proxy shall, make such appointment at the meeting. The number of inspectors shall be at the discretion of the Board. If appointed at a meeting on the request of one or more shareholders or proxies, the majority of shares present shall determine how many inspectors are to be appointed. The duties of such inspectors shall be as prescribed by Chapter 78 of the Nevada Revised Statutes and shall include: determining the number of shares outstanding and the voting power of each; determining the shares represented at the meeting; determining the existence of a quorum; determining the authenticity, validity, and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents, determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. The decision, act, or certificate of a majority of the inspectors is effective in all respects as the decision, act, or certificate of all. Section 14. Conduct of Meeting. The Chairman of the Board, or if no such office exists, the President shall preside as chairman at all meetings of the shareholders. The chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The chairman's rulings on procedural matters shall be conclusive and binding on all shareholders, unless, at the time of a ruling, a request for a vote is made to the shareholders entitled to vote and represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all shareholders. Without limiting the generality of the foregoing, the chairman shall have all of the power usually vested in the chairman of a meeting of shareholders. ARTICLE III DIRECTORS Section 1. Powers. Subject to limitations of the Articles of Incorporation, of these Bylaws, and Chapter 78 of the Nevada Revised Statutes relating to action required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate 7 8 direction of the Board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the Board shall have the following powers in addition to the other powers enumerated in these Bylaws: (a) To select and remove all the officers, agents, and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, the Articles of Incorporation or these Bylaws, fix their compensation, and require from them security for faithful service. (b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, the Articles of Incorporation or these Bylaws, as they may deem best. (c) To adopt, make, and use a corporate seal, and to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as they may deem best. (d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful. (e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities therefor. Section 2. Number and Qualification of Directors. The number of directors of the corporation shall be not less than three (3) nor more than nine (9) until changed by amendment of this Section 2 of Article III by a resolution adopted by the Board provided, however, that an amendment reducing the minimum number of directors on a fixed numbered Board, or the minimum number of directors on a variable numbered Board, to a number less than three (3) must be pursuant to Chapter 78 of the Nevada Revised Statutes, as amended. Until changed as herein provided, the number of directors of this corporation is hereby fixed at three (3). The number so fixed may be changed, within the limits specified in this Section 2, by approval of the Board at a duly held meeting at which a quorum is present, or by the unanimous written consent of the Board. Section 3. Election and Term of Office. The directors shall be elected at each annual meeting of shareholders, but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified. 8 9 Section 4. Vacancies. Any director may resign effective upon giving written notice to the Chairman of the Board, the President, the Secretary, or the Board, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective. Vacancies in the Board, except those existing as a result of a removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified. A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation, or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election may be held at a special meeting of shareholders which is called and held for that purpose on by action without a meeting as provided for herein. Any director may be removed from office by the vote or written consent of stockholders representing not less than two-thirds of the issued and outstanding capital stock entitled to voting power. The Board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office. Section 5. Place of Meetings. Regular or special meetings of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by the Board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Section 6. Regular Meetings. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of the election of officers and the transaction of other business. 9 10 Section 7. Special Meetings. Special meetings of the Board for any purpose or purposes may be called at any time by the Chairman of the Board, the President, any Vice President, the Secretary, or by any two directors. Special meetings of the Board shall be held upon four days written notice or 48 hours notice given personally or by telephone, telegraph, telex, or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the corporation or as may have been given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient whom the person giving the notice has reasons to believe will promptly communicate it to the recipient. Section 8. Quorum. A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum. Section 9. Participation by Electronic Means. Except as may be otherwise provided by the Articles of Incorporation or Bylaws, any member of the Board or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting. Section 10. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of 10 11 notice to such director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Section 11. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned, except as provided in the next sentence. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. Section 12. Fees and Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board. Section 13. Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board. Section 14. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and obtain extracts of all such books, records and documents. Section 15. Committees. The Board may designate one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to: (a) The approval of any action for which the Nevada Revised Statutes require shareholders' approval or approval of the outstanding shares; (b) The filling of vacancies on the Board or in any committee; (c) The fixing of compensation of the directors for serving on the Board or on any committee; (d) The amendment or repeal of bylaws or the adoption of new bylaws; 11 12 (e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable; (f) A distribution to the shareholders of the corporation except at a rate or in a periodic amount or within a price range determined by the Board; or (g) The appointment of other committees of the Board or the members thereof. Any such committee must be designated, and the members or alternate members thereof appointed, by resolution adopted by a majority of the authorized number of directors, and any such committee may be designated an Executive Committee or by such other name as the Board shall specify. Alternate members of a committee may replace any absent member at any meeting of the committee. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board or such committee shall otherwise provide, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Section 5, 6 and 7 of this Article III applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee. ARTICLE IV OFFICERS Section 1. Officers. The officers of the corporation shall be a President, a Secretary, and a Treasurer. The corporation may also have, at the discretion of the Board, a Chairman of the Board, one or more Vice-Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article IV. Section 2. Election. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board and shall hold their respective offices until their resignation, removal, or other disqualification from service, or until their respective successors shall be elected. Section 3. Subordinate Officers. The Board may elect, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board may from time to time determine. 12 13 Section 4. Removal and Resignation. Any officer may be removed at any time, either with or without cause, by the Board or, by any officer upon whom such power of removal may be conferred by the Board except in a case of an officer chosen by the Board. Any such removal shall be subject to the rights, if any, of the officer under any contract of employment. Any officer may resign at any time by giving written notice to the corporation, but without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office. Section 6. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be from time to time assigned by the Board. Section 7. President. Subject to such powers, if any, as may be given by the Board to the Chairman of the Board, if there be such an officer, the President is the general manager and chief executive officer of the corporation and has, subject to the control of the Board, general supervision, direction, and control of the business and officers of the corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, or if there be none, at all meetings of the Board. The President has the general powers and duties of management usually vested in the office of president and general manger of a corporation and such other powers and duties as may be prescribed by the Board. Section 8. Vice Presidents. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board. Section 9. Secretary. The Secretary shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, 13 14 whether regular or special and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and the proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the Bylaws of the corporation at the principal executive office or business office in accordance with Chapter 78 of the Nevada Revised Statutes. The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent or registrar, if one be appointed, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation. The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and of any committees thereof required by these Bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board. Section 10. Treasurer. The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these Bylaws required to be sent to them. The books of account shall at all times be open to inspection by any director. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions as Treasurer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board. ARTICLE V DIVIDENDS Section 1. Subject to the provisions of the Articles of Incorporation and the laws of the State of Nevada, the Board of Directors may declare dividends whenever, and in such amounts, as in the Board's opinion the condition of the affairs of the corporation shall render such advisable. 14 15 ARTICLE VI FINANCE Section 1. Reserve Funds. The Board of Directors, in its discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintaining any property of the corporation, and for any other purpose. Section 2. Banking. The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board shall designate, and may be withdrawn only on checks signed in the name of the corporation by such person or persons as the Board may direct by appropriate resolution. Notes and commercial paper shall be signed in the name of the corporation by such officer or officers or agent or agents as shall be authorized from time to time by the Board by appropriate resolution. ARTICLE VII SHARES AND TRANSFER OF SHARES Section 1. Regulation. The Board may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars. Section 2. Certificates of Stock. Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the President or a Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on the certificate may be facsimile. If any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue. Section 3. Lost, Stolen or Destroyed Certificates. Except as provided in this Section, no new certificate for shares shall be issued in lieu of an old one unless the latter is surrendered and canceled at the same time. The Board may, however, if any certificate for shares is alleged to have been lost, stolen or destroyed, authorize a new certificate in lieu thereof, and the corporation may require the posting of a bond or other adequate 15 16 security sufficient to indemnify it against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft, or destruction of such certificate or the issuance of such new certificate. Section 4. Transfer Agent. Unless otherwise specified by the Board by resolution, the Secretary of the corporation shall act as transfer agent of the certificates representing the shares of stock of the corporation. The Secretary shall maintain a stock transfer book, the stubs in which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certificates representing such shares, and whether or not such shares originate from original issue or from transfer. The names and addresses of the shareholders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the shareholders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exercise any other property or rights deriving from such shares of the corporation. Each shareholder shall be responsible for notifying the Secretary in writing of any change in his or her name or address and failure so to do will relieve the corporation, its directors, officers and agents, from liability for failure to direct notices or other documents, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appearing on the stub of the stock transfer book. Section 5. Close of Transfer Book and Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board may provide that the stock transfer books shall be closed for a stated period, but not to exceed, in any case, 60 days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in case of a meeting of shareholders, not less than 10 days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board declaring such dividend is adopted, as the 16 17 case may be, shall be the record date for such determination of shareholders. When determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. ARTICLE VIII OTHER PROVISIONS Section 1. Inspection of Corporate Records. (a) A shareholder or shareholders holding at least 15% in the aggregate of the outstanding voting shares of the corporation, upon five business days written demand upon the corporation, or any judgment creditor of the corporation, without prior demand, shall have an absolute right to do any of the following: (i) Inspect and copy the record of shareholders' names and addresses and shareholdings during usual business hours; or (ii) Obtain from the transfer agent, if any, or custodian of the records for the corporation, and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses who are entitled to vote for the election of directors and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand; and (iii) Inspect the books of account and all financial records of the corporation. (b) All costs for making extracts or conducting an audit shall be borne by the shareholder or shareholders exercising his, hers or their rights under subsection (a) above. (c) An inspection authorized by section (a) above may be denied to such stockholder or other person upon such stockholder's refusal to furnish to the corporation an affidavit that such inspection, extracts or audit is not desired for any purpose not related to his interest in the corporation as a shareholder or which is not in the interest of a business or object other than the business of the corporation and that such stockholder has not at any time sold or offered for sale or abetted any person in procuring any such record of stockholders for any such purpose. 17 18 (d) The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder's interest as a shareholder or holder of a voting trust certificate. (e) Any inspection and copying under this Article may be made in person or by agent or attorney. Section 2. Inspection of Bylaws. The corporation shall keep in its principal office in the State of Nevada or, if its principal executive office is not in such State, at its principal business office, the original or a copy of these Bylaws as amended to date, which shall be open to inspection by shareholders at all reasonable times during usual office hours. If the principal executive office of the corporation is outside the State of Nevada and the corporation has no principal business office in such state, it shall upon the written request of any shareholder furnish to such shareholder a copy of these Bylaws as amended to date. Section 3. Endorsement of Documents; Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, conveyance, or other instrument in writing and any assignment or endorsements thereof executed or entered into between the corporation any other person, when signed by the Chairman of the Board, the President or any Vice President, and the Secretary, and Assistant Secretary, the Treasurer or any Assistant Treasurer of the corporation shall be valid and binding on the corporation in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the Board and, unless so authorized by the Board, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount. Section 4. Representation of Shares of Other Corporations. The President or any other officer or officers authorized by the Board or the President are each authorized to vote, represent, and exercise on behalf of the corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized so to do by proxy or power of attorney duly executed by said officer. Section 5. Stock Purchase Plans. The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such 18 19 consideration as may be fixed for its unissued shares, or for issued shares acquired or to be acquired, to one or more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment for such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes, or otherwise. Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, method of payment therefor, the reservation of title until full payment therefore, the effect of the termination of employment, an option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, as may be included in the plan as approved or authorized by the Board or any committee of the Board. Section 6. Preemptive Rights; Assessments. the Shareholders of the corporation shall not have preemptive rights with respect to the shares of Common Stock or any other shares of capital stock of the corporation and the shares of the corporation shall be non-assessable. Section 7. Annual List of Officers, Directors and Resident Agent. The corporation shall, on or before the last day of the month in which the anniversary date of incorporation occurs in each year, file with the Secretary of State of Nevada a list of its officers and directors and a designation of its resident agent within the State of Nevada, certified by the corporation's President, Secretary or other officer of the corporation, along with the appropriate filing fee. The registered agent so designated in the list of officers, directors and resident agent shall be authorized to accept service of all legal process and any demand or notice authorized by law to be served upon a corporation in the manner provided in the Nevada Revised Statutes. Section 8. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction, and definitions contained in the general provisions of Chapter 78 of the Nevada Revised Statutes shall govern the construction of these Bylaws. 19 20 ARTICLE IX INDEMNIFICATION Section 1. Definitions. For purposes of this Article IX, "agent" includes any person who is or was a director, officer, employee, or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" includes any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" includes, without limitation, attorney's fees and any expenses of establishing a right to indemnification under Section 4 or Section 5(c) of this Article IX. Section 2. Indemnification in Actions by Third Parties. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was an agent of the corporation, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that the person had reasonable cause to believe that the person's conduct was unlawful. Section 3. Indemnification in Actions by or in the Right of the Corporation. The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an agent of the corporation, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of the corporation, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3 in respect of any claim, issue, or matter as to which such person shall have been 20 21 adjudged to be liable to the corporation in the performance of such person's duty to the corporation, unless and only to the extent that the court in which such action was brought shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine. Section 4. Indemnification Against Expenses. To the extent that an agent of the corporation has been successful on the merits in defense of any proceeding referred to in Sections 2 or 3 of this Article IX or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith. Section 5. Required Determinations. Except as provided in Section 4 of this Article IX, any indemnification under this Article shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standards of conduct set forth in Sections 2 or 3 of this Article IX by: (a) A majority vote of those directors who are not parties to such proceeding; (b) Approval of a majority of shareholders, with the Shares owned by the person to be indemnified not being entitled to vote thereon; or (c) The court in which such proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney, or other person is opposed by the corporation. Section 6. Advance of Expenses. Expenses incurred in defending any proceeding must be advanced by the corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article IX. Section 7. Other Indemnification. No provision made by the corporation to indemnify its, or its subsidiary's directors or officers for the defense of any proceeding, whether contained in the Articles of Incorporation, Bylaws, a resolution of shareholders or directors, an agreement, or otherwise shall be valid unless consistent with this Article IX. Nothing contained in this Article shall affect any right to indemnification to which persons other than such directors and officers may be entitled by contract or otherwise. 21 22 Section 8. Forms of Indemnification Not Permitted. No indemnification or advance shall be made under this Article IX, except as provided in Section 4 or Section 5(c) in any circumstance where it appears: (a) That it would be inconsistent with a provision of the Articles of Incorporation, these Bylaws, a resolution of the shareholders or an agreement in effect at the time of the accrual of the alleged cause of action asserted in the proceeding in which the expenses were incurred or other amounts were paid, which prohibits or otherwise limits indemnification; or (b) That it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 9. Insurance. The corporation shall have power to purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article IX. Section 10. Nonapplicability to Fiduciaries of Employee Benefit Plans. This Article IX does not apply to any proceeding against any trustee, investment manager, or other fiduciary of an employee benefit plan in such person's capacity as such, even though such person may also be an agent of the corporation as defined in Section 1 of this Article IX. Section 11. Limitation of Liability and Indemnification of Officers and Directors. The corporation shall, to the maximum extent currently permitted by Nevada law, as so amended from time to time, eliminate the personal liability of its officers and directors for monetary damages for breaches of their duties, and indemnify such officers and directors against liabilities incurred in their capacities as such. In the event of a conflict between the provisions of this Section 11 of this Article IX and any other provisions of these Bylaws, the provisions of this Section 11 shall prevail. ARTICLE X AMENDMENTS These Bylaws may be amended or repealed either by approval of the outstanding shares or by the approval of the Board; provided, however, that after the issuance of shares, a Bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable number of directors or vice versa may only be adopted by approval of the outstanding shares pursuant to Chapter 78 of the Nevada Revised Statutes. 22 EX-4 5 EXHIBIT 4 1 SPECIMEN ATM HOLDINGS, INC. COMMON STOCK Incorporated under the laws of the State of Nevada This Certifies That CUSIP 009187 10 6 is the Registered Owner of ______________________ Shares of Common Stock of ATM HOLDINGS, INC. Transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: William Page Sasson Rejwan - - ------------------------------- ------------------------------- President Secretary CORPORATE SEAL ATM HOLDINGS, INC. May 31, 1996 EX-10.1 6 EXHIBIT 10.1 1 ATM HOLDINGS, INC. STOCK OPTION PLAN 1. Purpose 1.1. The purpose of this Stock Option Plan ("Plan") is to encourage and enable members of management and other employees of ATM Holdings, Inc., a Nevada corporation, ("Company") and its subsidiaries to acquire a proprietary interest in the Company through the ownership of common stock, $.0001 par value ("Common Stock") of the Company. Such ownership will provide such members of management and employees with a more direct stake in the future welfare of the Company and encourage them to remain with the Company and its subsidiaries. It is also expected that the Plan will encourage qualified persons to seek and accept employment with the Company and its subsidiaries. Pursuant to the Plan, such members of management and employees will be offered the opportunity to acquire Common Stock through the grant of stock options which will qualify as "incentive stock options" pursuant to Section 422 of the Internal Revenue Code of 1986, as amended ("Code") or "nonqualified stock options" pursuant to Section 422 of the Code. 1.2. As used herein, the term "subsidiary" shall mean any present or future corporation which is or would be a "subsidiary corporation" of the Company as that term is defined in Section 425 of the Code. 2. Administration of the Plan 2.1. The Plan shall be administered by the Board of Directors of the Company ("Board") or by a Committee appointed by the Board consisting of three or more directors of the Company to whom administration of the Plan has been duly delegated. Any action of the Board or the Committee, as the case may be, with respect to administration of the Plan shall be taken by a majority vote or written consent of its members. 2.2. In administering the Plan, the Board or Committee, as the case may be, may adopt rules and regulations for carrying out the Plan. The interpretation and decision with regard to any questions arising under the Plan made by the Board or Committee, as the case may be, shall be final and conclusive on all members of management and employees of the Company and its subsidiaries participating or eligible to participate in the Plan. The Board or Committee, as the case may be, shall determine the members of management and employees to whom, and the time or times at which, grants shall be made, the number of options to be included in the grants and the option price. 1 2 2.3. Subject to the provisions of the Plan, the Board or Committee, as the case may be, shall have the authority (i) to construe and interpret the Plan, (ii) to define the terms used in the Plan, (iii) to prescribe, amend and rescind any and all rules and regulations relating to the Plan (providing such amendment or recession does not materially adversely affect the rights of a participant under the Plan with respect to options or shares of Common Stock previously issued under the Plan), (iv) to determine the persons to whom options shall be granted, (v) to determine whether such options will be either incentive stock options or nonqualified stock options, (vi) to determine the number of shares of Common Stock to be subject to each option, (vii) to determine the option price, (viii) to determine the number of installments (if any) in which each option may be exercised, (ix) to determine the vesting of each option, (x) to determine the duration, if any, of leaves of absence which may be granted to participants without constituting a termination of their employment for the purposes of the Plan, and (xi) to make any and all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board or Committee, as the case may be, shall be binding and conclusive on all participants and their legal representatives and beneficiaries. 3. Shares Subject to the Plan 3.1. Except as provided herein, the number of shares that may be issued or transferred pursuant to the exercise of options granted under the Plan shall not exceed 500,000 shares of Common Stock. Such shares may be authorized and unissued shares or previously issued shares acquired by the Company and held in its treasury. Any shares subject to an option which for any reason expires or is terminated unexercised as to such shares may again be subject to an option right under the Plan. 4. Eligibility and Participation 4.1. Options may be granted only to members of management and employees of the Company or any one or more of its subsidiaries. 4.2. No member of management or employee shall have any right to be granted options solely due to their employment. 5. Duration of Plan and Options 5.1. Subject to the provisions as provided herein, the Plan shall remain in effect until the earlier of (i) when all shares subject to or which may become subject to the Plan shall have been purchased pursuant to the exercise of options granted 2 3 pursuant to the Plan, (ii) ten (10) years from the date that the Plan is adopted by the Board, or (iii) ten (10) years from the date that the Plan is approved by the shareholders of the Company as provided for herein. 5.2. Each option and all rights associated therewith shall expire on such date as the Board or Committee, as the case may be, shall determine, but in no event later than ten (10) years from the date on which the option is granted and such option shall be subject to earlier termination as provided herein. 6. Limitation on Exercise of Incentive Stock Options 6.1. The aggregate fair market value (determined at the time the option is granted as provided for herein) of the Common Stock with respect to which incentive stock options issued by the Company are first exercisable by any optionee during the same calendar year shall not exceed $100,000. 7. Option Agreements 7.1. All stock options granted pursuant to the Plan shall be evidenced by stock option agreements in such form, not inconsistent with this Plan, as the Board or Committee, as the case may be, shall approve, which agreements shall contain in substance the following terms and conditions: a) Option Price - The purchase price under each option shall be 100% of the fair market value (as herein defined) of the Common Stock at the time the option is granted, but in no case less than the par value of the Common Stock. In the case of a person who owns, within the meaning of Section 425 (d) of the Code, more than 10 percent of the voting power or value of the Company's stock, the purchase price must be at least 110% of the fair market value of the Common Stock at the time the option is granted. b) Medium and Time of Payment - Shares of Common Stock purchased pursuant to an option agreement shall be paid for in full at the time of purchase in cash or by certified or cashier's check payable to the order of the Company. Upon receipt of payment, the Company shall, without stock transfer tax to the optionee or other person entitled to exercise the option, deliver to the person exercising the option a certificate or certificates representing such shares of Common Stock. c) Fair Market Value - The fair market value of a share of Common Stock shall be determined by reference to the closing price of the Common Stock on the principal stock exchange on which such shares are traded, or if such shares are not then 3 4 traded on a principal stock exchange, the mean between the closing bid and asked price of a share of Common Stock as supplied by the National Association of Securities Dealers, Inc. (or its successor). If the Common Stock is not publicly traded, fair market value shall be determined by the Board or Committee, as the case may be, by reference to the most recent sale price of the Common Stock and such other factors as the Board or Committee, as the case may be, may in good faith deem appropriate. 8. Provisions Relating to Options 8.1. A recipient of options shall have no rights as a shareholder of the Company with respect to any shares issuable or transferable upon exercise thereof until the date a stock certificate is issued to such recipient for such shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 8.2. No option shall be assignable or transferable by the recipient except by will or by the laws or descent and distribution. During the life of a recipient, options shall be exercisable only by such recipient. 8.3. No option shall be exercisable after termination of employment with the Company or a subsidiary unless such termination of employment occurs by reason of (i) resignation with the consent of the Company, (ii) the act of the Company without cause, (iii) disability, or (iv) death. In the event of the retirement of the recipient of options, with the consent of the Company, the options which were otherwise exercisable on the date of resignation shall expire unless exercised within a period of thirty (30) days after the date of resignation. Option rights shall not be affected by any change of employment as long as the recipient continues to be employed by either the Company or a subsidiary. In the event of termination of employment by the act of the Company without cause, the options which were otherwise exercisable on the date of termination shall expire unless exercised within a period of thirty (30) days after the date of termination. In the event of termination of employment by reason of disability, the options which were otherwise exercisable on the date of termination shall expire unless exercised within a period of one (1) year after the date of termination. In the event of the death of a recipient of options (i) while an employee of the Company or any subsidiary of the Company, (ii) within the thirty (30) day period following termination of employment by the act of the Company without cause, (iii) within the one (1) year period following termination of employment by reason of disability or (iv) within the thirty (30) day period 4 5 following termination of employment by reason of resignation with the consent of the Company, the options which were otherwise exercisable on the date of termination of employment shall be exercisable by his personal representatives, heirs or legatees at any time prior to the expiration of one (1) year from the date of his death. In no event, however, shall an option be exercisable after ten (10) years from the date it is granted. Nothing in the Plan or in any option shall confer any right to the holder of such option to continue in the employ of the Company or any subsidiary or interfere in any way with the right of the Company or any of its subsidiaries to terminate the employment of the holder of such option at any time. 8.4 In the event that dividends payable on the Common Stock in shares of Common Stock during any fiscal year of the Company exceed in the aggregate five (5%) percent of the Common Stock issued and outstanding at the beginning of the fiscal year, or in the event there is, during any fiscal year of the Company, one or more splits, subdivisions or combinations of shares of Common Stock resulting in an increase or decrease by more than five (5%) percent of the shares outstanding at the beginning of the fiscal year, the number of shares available under the Plan shall be increased or decreased proportionately, as the case may be, and the number of shares deliverable upon the exercise of any options theretofore granted shall be increased or decreased proportionately, as the case may be, without change in the aggregate purchase price. Any such Common Stock dividends, splits, subdivisions or combinations during any fiscal year which do not exceed in the aggregate five (5%) percent of the Common Stock issued and outstanding at the beginning of such year shall be ignored for purposes of the Plan. All adjustments shall be made as of the day such action necessitating such adjustment becomes effective. Any such adjustment and any adjustment provided for herein may provide for the elimination of any fractional share interests which otherwise might become subject to an option. 8.5. In the event that the Company is merged or consolidated with another corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization or liquidation of the Company, the Board of Directors of the Company, or the Board of Directors of any corporation assuming the obligations of the Company hereunder, shall either (i) make appropriate provisions for the protection of any outstanding options by the substitution on an equitable basis of appropriate stock of the Company, or appropriate stock of the merged, consolidated or otherwise reorganized corporation, provided only that the excess of the aggregate fair market value of the shares subject to options outstanding under the Plan immediately after such substitution 5 6 over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to options outstanding under the Plan immediately after such substitution, or (ii) give written notice to recipients that their options must be exercised within sixty (60) days of the date of such notice or such option will be terminated. 8.6. Each option granted under the Plan shall be subject to the requirement that, if at any time the Board of Directors shall determine, in its discretion, that the listing, registration or qualification of the shares issuable or transferable upon exercise thereof upon any securities exchange or under any state or Federal law, or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the granting of such option or the issue, transfer or purchase of shares thereunder, such option may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors. 8.7. The Company shall not be obligated to sell or issue any shares of Common Stock in any manner in contravention of the Securities Act of 1933, as amended, or any state securities law. The Board or Committee, as the case may be, may, in connection with the granting of each option, require the person to whom the option is to be granted to enter into an agreement with the Company stating that as a condition precedent to each exercise of the option, in whole or in part, such person shall, if then required by the Company, represent to the Company in writing that such exercise is for investment only and not with a view to distribution, and also setting forth such other terms and conditions as the Board or Committee, as the case may be, may prescribe. 9. Termination and Amendment of the Plan 9.1. The Board shall have the right to amend, suspend or terminate the Plan at any time; provided, however, that no such action shall affect or in any way impair the rights of a recipient under any option right theretofore granted under the Plan and, provided, further, that unless first duly approved by the holders of Common Stock entitled to vote thereon at a meeting (which may be the annual meeting) duly called and held for such purpose, except as herein provided, no amendment or change shall be made in the Plan (i) increasing the total number of shares which may be issued or transferred under the Plan, (ii) changing the purchase price hereinbefore specified for the shares subject to options, or (iii) extending the period during which options may be granted or exercised under the Plan. 6 7 10. Effective Date of Plan 10.1. Effectiveness of the Plan is subject to approval by the holders of the outstanding voting stock of the Company as herein provided within twelve (12) months from the date the Plan is adopted by the Board. The Plan shall be deemed approved by the holders of the outstanding voting stock of the Company by (i) the affirmative vote of the holders of a majority of the voting shares of the Company represented and voting at a duly held meeting of shareholders at which a quorum is present or (ii) the written consent of the holders of a majority of the outstanding voting shares of the Company. Any options granted pursuant to the Plan prior to obtaining such shareholder approval shall be granted on the conditions that the options so granted (i) shall not be exercisable prior to such approval and (ii) shall become null and void if such shareholder approval is not obtained. 7 EX-10.2 7 EXHIBIT 10.2 1 OWNER LEASE AGREEMENT This lease agreement ("Agreement") is made as of the day of , 19 by and between Nationwide Automated Systems, Inc. ("Nationwide") and ("Owner"). WHEREAS, Nationwide is in the business of operating automated teller machines ("ATMs"), and WHEREAS, Owner is the owner of the ATM(s) as set forth on Schedule A hereto, and WHEREAS, Nationwide desires to lease Owner's ATM(s) on the terms and conditions set forth herein and Owner desires to lease such ATM(s) to Nationwide on such terms and conditions. NOW, THEREFORE, with respect to the foregoing and in consideration of the following, the parties hereto represent, acknowledge and agree as follows: 1. Upon the execution of this Agreement, Nationwide shall lease Owner's ATM(s) for a period of ten (10) years commencing with the date hereof. Owner shall have the option of renewing this Agreement for successive three (3) year periods on the same terms and conditions contained herein by giving Nationwide at least sixty (60) days prior written notice. 2. Owner has full power and authority to enter this Agreement and is the owner of the ATM(s) leased to Nationwide hereby. Owner makes no representation as to the condition of the ATM(s) leased to Nationwide hereby and Nationwide agrees and acknowledges that it is leasing such ATM(s) on an "as is" basis. 3. Nationwide, at its sole cost and expense, shall install Owner's ATM(s) in a location or locations selected solely by Nationwide and Owner shall have no say in the location of any Owner's ATM(s). 4. Nationwide, at its sole cost and expense, shall operate Owner's ATM(s) and provide all services relating thereto. Such services include, but are not limited to, processing transactions, loading of cash, insurance, maintenance, servicing and advertising. 5. Nationwide, at its sole cost and expense, shall secure insurance on Owner's ATM(s) against fire, flood, vandalism, liability and the like in an amount not less than the full replacement value of Owner's ATM(s). All insurance proceeds shall be payable directly to Owner. Upon the occurrence of any such insurable event, Owner shall have the option of retaining such 1 2 proceeds and canceling this Agreement or replacing the ATM with a similar ATM. 6. Nationwide, at its sole option and at its sole cost and expense, may relocate any or all of Owner's ATM(s) to any other location(s) at any time or times during the term of this Agreement including any extensions. 7. Nationwide shall pay to Owner as lease payments an amount equal to for each approved transaction (as defined herein) produced by Owner's ATM(s) for each calendar month during the term of this Agreement including any extensions. For purposes of this Agreement, an "approved transaction" is defined as a transaction produced by Owner's ATM(s) for which the appropriate ATM system and federal, state and local laws permit a transaction fee to be charged to users of ATMs. 8. Commencing with the first month of this Agreement and continuing during its term, including any extensions, Nationwide shall provide Owner with an accounting of the number of approved transactions produced by Owner's ATM(s) during the previous calendar month. Concurrently therewith, Nationwide shall make lease payments to Owner as provided for herein. All such accountings and lease payments will be due no later than thirty (30) days after the end of each calendar month. 9. It is understood that Owner shall be solely responsible for any and all taxes resulting from the lease payments made to Owner by Nationwide. 10. The parties hereto understand and acknowledge that Nationwide does not represent, warranty or guarantee that any Owner's ATM(s) will, either individually or in the aggregate, produce any number of approved transactions for any month during the term of this Agreement, including any extensions. Nationwide shall not be liable to Owner for loss of lease payments or any other damages based on the number of approved transactions generated by Owner's ATM(s) for any month or the failure of Owner's ATM(s) to operate as intended. 11. It is the intention of the parties that this is a net lease to Owner and that Nationwide shall bear full and sole responsibility for the operation of Owner's ATM(s). In connection therewith, Owner agrees not to interfere with the operation of Owner's ATM(s) by Nationwide in any manner including, but not limited, to contact with locations and the methods used by Nationwide of operating such ATM(s). 2 3 12. Owner shall have the right to terminate this Agreement at any time upon sixty (60) days written notice to Nationwide, provided, however, that if such termination occurs during the first two (2) years of this Agreement, Owner shall concurrently pay Nationwide its reasonable costs of removing Owner's ATM(s) from location(s) and delivering Owner's ATM(s) to the address specified in any such notice of termination. 13. Upon termination of this Agreement, either by Owner or upon expiration of its term, including any extensions, Nationwide shall, at its sole cost and expense (except as set forth above) deliver Owner's ATM(s) to the address contained herein or any other address designated by Owner. Such ATM(s) so delivered shall be free and clear of all liens, attachments, encumbrances and judgments except for those incurred by Owner and shall be in operating condition, reasonable wear and tear excepted. 14. The parties acknowledge that this Agreement contains the full understanding between the parties and supersedes any and all prior agreements between them. 15. This Agreement shall be governed by the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. NATIONWIDE: Nationwide Automated Systems, Inc. 22048 Sherman Way - Suite 213 Canoga Park, California 91308 By OWNER: (Name) (Street Address) (City, State, Zip Code) (Signature) 3 EX-10.3 8 EXHIBIT 10.3 1 NATIONWIDE AUTOMATED SYSTEMS, INC. LOCATION AGREEMENT (Company Vaults) This agreement is effective this _________ day of _____________, 19 and is between Nationwide Automated Systems, Inc. ("Company") with an office at 22048 Sherman Way, Suite 213, Canoga Park, California 91303 and________________________________ ("Location"). LEASE OF AREA - Company hereby leases from Location the area in its premises as set forth on Exhibit A ("Area") for the placement of an AUTOMATED TELLER MACHINE ("ATM") by Company on the following terms and conditions. EQUIPMENT - Company, at its sole cost and expense, shall install an ATM in the Area. TERM - The term of this agreement shall commence on the date when the ATM is installed and continue for an initial period of five (5) years thereafter. Company may extend this agreement for an additional five (5) year term by giving written notice to Location at least fifteen (15) days prior to the expiration of the initial five (5) year period. Upon the expiration of this Agreement, Company, at its sole cost and expense, shall remove the ATM from Location's premises and all obligations between Company and Location shall therewith terminate. CONSENT - Location shall provide Company with a consent in the form attached hereto as Exhibit B. LOCATION PAYMENTS - Payments to Location by Company will be made on the 25th of each calendar month commencing with the first full month after the ATM is installed. Location will receive payments based on the number of "approved withdrawals" (as herein defined) made during the previous calendar month based on the following schedule: Number of Payment Per Approved Approved Withdrawals Withdrawal ----------- ---------- 1 2 An "approved withdrawal" is defined as a withdrawal from the ATM in Location's premises for which the user of the ATM is charged a fee. AVAILABILITY - The ATM shall, at all times, be available for use by Location's customers during Location's normal business hours for the entire term of this agreement. MAINTENANCE AND SERVICE - Company, at its sole cost and expense, shall provide all required maintenance and service for the ATM during the term of this agreement. Company shall, at all times during Location's business hours, have the right to enter Location's premises for the purpose of inspecting repairing, maintaining and servicing the ATM. Location shall make no alteration to the ATM and shall not permit anyone other than Company to perform any maintenance or service on the ATM. In the event of any operating difficulty with the ATM, Location shall promptly notify Company. PROCESSING SERVICES - Company, at its sole cost and expense, shall provide processing services for the ATM in Location's premises. SIGNS AND ADVERTISING - Company, at its sole cost and expense, shall provide Location with such signs and advertising materials as it deems necessary in order to make Location's customers aware of the presence of the ATM and encourage its use. Location shall display such signs and advertising materials throughout its premises. VAULTING - Company, at its sole cost and expense, shall keep sufficient cash in the ATM at all times. The cash in the ATM shall be the sole property of Company and Location shall not have any responsibility for, claim to or interest in such cash. Company shall, at all times during Location's normal business hours, have the right to enter Location's premises to replenish the cash in the ATM. TELEPHONE AND ELECTRICAL REQUIREMENTS - Location, at its sole cost and expense, shall provide a dedicated telephone line and one (1) operating electrical power outlet (110V) within two (2) feet of the Area for the exclusive use of the ATM and be responsible for all charges relating thereto. INSURANCE - Location shall protect the ATM from damage, loss, theft and destruction and shall, at its sole cost and expense, maintain property insurance with respect to the ATM in an amount not less than Fifteen Thousand ($15,000) Dollars. If Location fails to maintain such insurance, Company may obtain such insurance and deduct its cost from amounts otherwise payable to Location. 2 3 LOCATION'S OCCUPANCY RIGHTS - Location is either (1) the owner of the premises in which the ATM is to be placed or (2) holds a lease (including options to renew) on such premises for a term not less than the initial term of this agreement. EXCLUSIVITY - Location shall not permit the removal of the ATM from its premises nor shall it allow any other ATM or similar device to be installed in its premises. RELOCATION - In the event Location transfers or moves its business, Company, at its sole cost and expense, may move the ATM to the new location or terminate this agreement. TERMINATION - Company may terminate this agreement by notifying Location by United States Mail, postage prepaid at the address set forth herein upon the occurrence of any of the following: 1. For any consecutive two (2) month period, less than _____ approved transactions per month have been made from the ATM. 2. The breach by Location of a material breach of its lease agreement or the institution of foreclosure proceedings against the premises. 3. The filing of a voluntary or involuntary petition in bankruptcy by or against Location. In the event Company terminates this agreement pursuant to the foregoing, Company shall obtain immediate possession of the ATM and shall be entitled to receive from Location any costs incurred relating to the removal of the ATM. NO GUARANTEE OF NUMBER OF APPROVED WITHDRAWALS - Company does not represent, warranty or guarantee that the ATM will generate any number of approved transactions for any month during the term of this agreement. Company shall not be liable to Location for loss of payments or any other damages due to the failure of the ATM to generate any number of approved transactions or to operate. NO AGENCY - Company and Location are not agents of each other nor are they partners, joint venturers or in any way responsible for each other's acts. Neither Company nor Location has the authority to act on behalf of the other. GOVERNING LAW - This agreement shall be governed by the laws of the State of California. BINDING EFFECT - This agreement shall be binding on, obligate and extend to both Company's and Location's successors, transferees, assigns and grantees. WAIVERS - A waiver by either party of a breach of any provision of this agreement shall not constitute a waiver of such party's right to demand strict compliance with this agreement. 3 4 ENTIRE AGREEMENT - The parties acknowledge that this agreement contains the full understanding between the parties and supersedes any and all prior agreements and understandings between them. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. Nationwide Automated Systems, Inc. 22048 Sherman Way - Suite 213 Canoga Park, California 91308 By_________________________ Joel Gillis, President LOCATION: ------------------------------------- (Name) ------------------------------------- (Street Address) ------------------------------------- (City, State, Zip Code) ------------------------------------- (Signature) EX-10.4 9 EXHIBIT 10.4 1 NATIONWIDE AUTOMATED SYSTEMS, INC. LOCATION AGREEMENT (Location Vaults) This agreement is effective this _________ day of _____________, 19 and is between Nationwide Automated Systems, Inc. ("Company") with an office at 22048 Sherman Way, Suite 213, Canoga Park, California 91303 and________________________________ ("Location"). LEASE OF AREA - Company hereby leases from Location the area in its premises as set forth on Exhibit A ("Area") for the placement of an AUTOMATED TELLER MACHINE ("ATM") by Company on the following terms and conditions. EQUIPMENT - Company, at its sole cost and expense, shall install an ATM in the Area. TERM - The term of this agreement shall commence on the date when the ATM is installed and continue for an initial period of five (5) years thereafter. Company may extend this agreement for an additional five (5) year term by giving written notice to Location at least fifteen (15) days prior to the expiration of the initial five (5) year period. Upon the expiration of this Agreement, Company, at its sole cost and expense, shall remove the ATM from Location's premises and all obligations between Company and Location shall therewith terminate. CONSENT - Location shall provide Company with a consent in the form attached hereto as Exhibit B. LOCATION PAYMENTS - Payments to Location by Company will be made on the 25th of each calendar month commencing with the first full month after the ATM is installed. Location will receive payments based on the number of "approved withdrawals" (as herein defined) made during the previous calendar month based on the following schedule: Number of Payment Per Approved Approved Withdrawals Withdrawal ----------- ---------- 1 2 An "approved withdrawal" is defined as a withdrawal from the ATM in Location's premises for which the user of the ATM is charged a fee. AVAILABILITY - The ATM shall, at all times, be available for use by Location's customers during Location's normal business hours for the entire term of this agreement. MAINTENANCE AND SERVICE - Company, at its sole cost and expense, shall provide all required maintenance and service for the ATM during the term of this agreement. Company shall, at all times during Location's business hours, have the right to enter Location's premises for the purpose of inspecting repairing, maintaining and servicing the ATM. Location shall make no alteration to the ATM and shall not permit anyone other than Company to perform any maintenance or service on the ATM. In the event of any operating difficulty with the ATM, Location shall promptly notify Company. PROCESSING SERVICES - Company, at its sole cost and expense, shall provide processing services for the ATM in Location's premises. SIGNS AND ADVERTISING - Company, at its sole cost and expense, shall provide Location with such signs and advertising materials as it deems necessary in order to make Location's customers aware of the presence of the ATM and encourage its use. Location shall display such signs and advertising materials throughout its premises. VAULTING - Location, at its sole cost and expense, shall keep sufficient cash in the ATM at all times. The cash in the ATM shall be the sole property of Location and Company shall not have any responsibility for, claim to or interest in such cash. Upon the termination of this agreement, all cash in the ATM shall be removed by Location. TELEPHONE AND ELECTRICAL REQUIREMENTS - Location, at its sole cost and expense, shall provide a dedicated telephone line and one (1) operating electrical power outlet (110V) within two (2) feet of the Area for the exclusive use of the ATM and be responsible for all charges relating thereto. INSURANCE - Location shall protect the ATM from damage, loss, theft and destruction and shall, at its sole cost and expense, maintain property insurance with respect to the ATM in an amount not less than Fifteen Thousand ($15,000) Dollars. If Location fails to maintain such insurance, Company may obtain such insurance and deduct its cost from amounts otherwise payable to Location. 2 3 LOCATION'S OCCUPANCY RIGHTS - Location is either (1) the owner of the premises in which the ATM is to be placed or (2) holds a lease (including options to renew) on such premises for a term not less than the initial term of this agreement. EXCLUSIVITY - Location shall not permit the removal of the ATM from its premises nor shall it allow any other ATM or similar device to be installed in its premises. RELOCATION - In the event Location transfers or moves its business, Company, at its sole cost and expense, may move the ATM to the new location or terminate this agreement. TERMINATION - Company may terminate this agreement by notifying Location by United States Mail, postage prepaid at the address set forth herein upon the occurrence of any of the following: 1. For any consecutive two (2) month period, less than _____ approved transactions per month have been made from the ATM. 2. The breach by Location of a material breach of its lease agreement or the institution of foreclosure proceedings against the premises. 3. The filing of a voluntary or involuntary petition in bankruptcy by or against Location. In the event Company terminates this agreement pursuant to the foregoing, Company shall obtain immediate possession of the ATM and shall be entitled to receive from Location any costs incurred relating to the removal of the ATM. NO GUARANTEE OF NUMBER OF APPROVED WITHDRAWALS - Company does not represent, warranty or guarantee that the ATM will generate any number of approved transactions for any month during the term of this agreement. Company shall not be liable to Location for loss of payments or any other damages due to the failure of the ATM to generate any number of approved transactions or to operate. NO AGENCY - Company and Location are not agents of each other nor are they partners, joint venturers or in any way responsible for each other's acts. Neither Company nor Location has the authority to act on behalf of the other. GOVERNING LAW - This agreement shall be governed by the laws of the State of California. BINDING EFFECT - This agreement shall be binding on, obligate and extend to both Company's and Location's successors, transferees, assigns and grantees. WAIVERS - A waiver by either party of a breach of any provision of this agreement shall not constitute a waiver of such party's right to demand strict compliance with this agreement. 3 4 ENTIRE AGREEMENT - The parties acknowledge that this agreement contains the full understanding between the parties and supersedes any and all prior agreements and understandings between them. IN WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first above written. Nationwide Automated Systems, Inc. 22048 Sherman Way - Suite 213 Canoga Park, California 91308 By_________________________ Joel Gillis, President LOCATION: ------------------------------------- (Name) ------------------------------------- (Street Address) ------------------------------------- (City, State, Zip Code) ------------------------------------- (Signature) 4 EX-10.5 10 EXHIBIT 10.5 1 ATM PROCESSING AGREEMENT Electronic Processing, Inc. Payment Systems Division of NBA 8787 Complex Drive San Diego, CA 92123 888.712.1611 Fax 619.712.1617 This Agreement Is effective this day of , 199 between ELECTRONIC PROCESSING. INC, 8787 Complex Dr., San Diego, CA 92123 ('EPI'), and ("Customer"), 1. Equipment: Customer agrees to operate an AUTOMATED TELLER MACHINE (ATM) on a promises in an Indoor location(s) as mutually agreed and as identified below. (" Location"). Location Name (Where ATM will be located): Phone: Fax: Location Address: City: State: Zip: Location Contact: Type of Business (include SIC Code) 2. Availability: Customer agrees that the ATM shall at all times remain available for use by Location's customers during Location's normal business hours for the term of this Agreement. The previous sentence notwithstanding, EPI reserves the right to schedule reasonable downtime to accomplish necessary maintenance or system improvements. These improvements are at the sole discretion of the Processing Center and should not to exceed five percent (5%) of available time, per calendar month, 3, Transaction Processing Fees: EPI agrees to pay Customer for each transaction made on the ATM, hereinafter Customer Rebate ("CR"). The CR for this purpose is defined as any surcharged cash withdrawal made from a cardholder's account on the Location's ATM. EPI will pay Customer in accordance to options in below. SECTION A TRANSACTION FEE INFO SURCHARGE AMOUNT [ ] $1.00 [ ] $1.50 [ ] $2.00 [ ] OTHER______ Plan "A" (QSP) CUSTOMER REBATE ________ % MONTHLY ACCESS & STATEMENT FEE $ 0.00 _____ INITIAL Plan "B" CUSTOMER REBATE $ _________ MONTHLY ACCESS & STATEMENT FEE $ 30 ______ INITIAL Customer understands they will receive a rebate on valid surcharged cash withdrawal transactions only. Customer may be charged fees for transaction activity based upon Individual Network policy. EPI, or any of its assignors may debit Customer's bank account for the amount of monthly fees or any overdue invoices. Customer acknowledges that without notice, transaction fccs and CR's may be adjusted to reflect any charges in fees from the processor, banks or Network fees assessed EPI. Customer understands monthly fees for Plan "B" are automatically deducted from any applicable rebates as may be noted in section A. Customer's bank account will be credited or debited the net amount of rebates or fees on a monthly basis. CR will continue as long as EPI receives them from the Networks. CRs for transactions will be disbursed monthly via ACH direct debit by EPI on the first Thursday following the 20th of each calendar month following the calendar month In which the transactions occurred. 4 Installation & Setup: Upon execution of the Agreement. Customer authorizes EPI or any of its agents or third party service providers to install the ATM(s) at the location(s) set forth on the Agreement. Any special installation requests or circumstances requiring additional charges to be incurred arising due to Customer. will be paid by Customer. If for any reason the Customer does not comply with the obligations of this paragraph or otherwise defaults under this Agreement, Customer shall be responsible for all costs and expanses associated with the installation, set-up and any subsequent de-installation of the Terminal(s) incurred by EPI. CUSTOMER FURTHERMORE AUTHORIZES EPI TO DEBIT CUSTOMER'S BANK ACCOUNT (AS SHOWN ON ACH AUTHORIZATION RELEASE ("ACH") ATTACHED TO THIS AGEEMENT) TO REIMBURSE EPI FOR SUCH COSTS AND EXPENSES. 5. Location Access: EPI shall at any reasonable time and at all times during business hours have the right to enter location for the purpose of inspecting, repairing, maintaining, or upgrading the ATM and observing its use. 2 6. Processing Services: EPI agrees to provide and Customer agrees to utilize exclusively during the term of this Agreement. such data processing services as EPI, in its sole discretion, has selected to process all ATM transactions. Customer agrees to accurately complete, or has accurately completed, all of he necessary documentation as is reasonably required by EPI to facilitate the implementation and delivery of such processing and other services. Monthly reports will be mailed to the Customer address listed on the reverse bottom side of this document unless Customer specifies. otherwise in writing. 7, Inventory Requirements: a. Customer shall inventory an adequate supply of paper and ribbons at Location's premises. which are available from EPI at a cost to the Customer, b. Customer shall keep sufficient amounts of cash in ATM at all times ("Cash Replenishment"). c. Customer is responsible for monthly terminal balancing. d. Customer, may at its sole discretion seek to hire or contract out the services of Cash Replenishment. e. EPI will maintain daily transaction data to assist in the balancing process should the Customer require assistance. 8. Phone & Electrical Requirements: Customer shall, at its expense, provide and maintain a business telephone line and one (1) operating isolated ground power outlet (110V) both directly behind the intended installation area of the ATM. Customer shall pay for monthly charges incurred in connection with such telephone line and electrical power usage. 9. Exclusivity: Customer shall not permit the removal of the ATM from the Premises nor allow the placement of any other ATM on the Premises nor subscribe to any other data processing service for processing ATM transactions during the term of this Agreement, except as may be agreed by EPI In writing or required by any lessor of the ATM. 10. Insurance Requirements: Customer agrees to protect the ATM from damage, loss, theft or destruction. Customer shall provide and maintain property insurance against loss, theft. damage or destruction of the ATM in an amount not less than the full replacement value of the ATM. Insurance shall include a waiver of any subrogation rights and Customer waives any right of recovery against EPI arising from such loss, theft, damage or destruction. Customer is solely responsible for providing security against theft at the location and EPI shall have no liability to Customer in the event of theft or damage. All cash kept in the ATM shall be the property of the Customer (unless those services have been hired or contracted out) and Customer shall bear the risk of loss if any cash is stolen or otherwise lost or destroyed. Customer agrees it shall make no alteration nor addition to the ATM and shall not permit anyone, other than an authorized representative of EPI, to perform any service or repair work on the ATM without EPI's prior written approval. 11. Term & Termination: The Initial term of this Agreement shall be a minimum of five (5) years. The initial term shall commence upon the date hereof and shall be automatically renewed after the initial term for successive twenty four (24) month terms: provided, however that either party may. by giving other party ninety (90) days prior written notice, terminate this Agreement at the end of initial or subsequent terms, Should this Agreement be terminated or breached prior to the and of the initial term by the Customer, Customer agrees to pay a one time termination fee equal to the number of months remaining on the initial term at the rate of $75 per month. This fee will be deducted via ACH debit at the time termination is determined. Unless a written notice of termination is received, ATM inactivity for a period of 30 days will constitute Customer's termination of this Agreement, 12. Property Ownership or Lease Terms: Customer represents and warrants that it is the owner of the Location or holds an agreement with the owner of the Location, that it holds a lease or an agreement with the holder of the lease or an option to renew the lease or an agreement with the holder of the option to renew the lease for said location of equal or greater length than the initial five-year term of this Agreement. 13. Equipment Relocation: In the event Customer transfers or moves its business from the location, Customer shall notify this EPI not less than thirty (30) days prior to any such event. In such event, this Customer shall be automatically deemed amended to apply to Customers new Location for the remaining term of this Agreement. The ATM shall be placed in a mutually agreed upon indoor location or locations. 14. Cancellation: In addition to paragraph 11, either party may terminate this Agreement in its entirely, effective thirty (30) days after receipt of written notice of termination upon the occurrence of a default, provided that such default continues for more than thirty (30) days after receipt of notice of such default. All notices hereunder shall be in writing and shall be by registered or certified return receipt requested, addressed, if to EPI at its address as listed below, and, if to Customer simply to whom it may concern, at its address as listed below, Any party may change its address for notice in accordance with the terms of this paragraph. All notices shall be deemed receive three (3) business days after the date of such mailing 15. Limitation of Liability: a. Except for insuring that funds are transferred to reimburse Customer for cash dispensing transactions, EPI'S SOLE LIABILITY, IF ANY. TO CUSTOMER HEREUNDER, EXCEPT AS OTHERWISE PROVIDED, SHALL BE TO REMEDY ANY BREACH OF THIS AGREEMENT IN A TIMELY MANNER, EPI SHALL HAVE NO LIABILITY FOR SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OR SUMS PAID BY CUSTOMER TO THIRD PARTIES. b. Customer and EPI agree that these provisions herein am reasonable in light of all present and predictable circumstances, including but not limited to. any and all fees charged by EPI under this Agreement and the possible amount of actual damages to Customer. 3 c. No action arising out of this Agreement may be brought by either patty more than one year after the cause of action occurred. d. If EPI Is required to appear in, or is made a defendant in, any legal action with respect to the cash dispensing services, Customer shall indemnify and hold EPI harmless from all loss. liability and expense, except for any loss, liability or expense arising out of EPI's own lack of reasonable care. In which case EPI liability shall be limited as provided above. e. Customer agrees that EPI will not be liable for loss, expense or cost incurred by Customer, customers or any persons or entity as result of any cause beyond the reasonable control of EPI including but not limited to, weather and all other Acts of God, war, fire, explosions, power failures, Government priorities, labor stoppage, supplier failure or delay, civil disorder, malfunction or breakdown of equipment, transportation facilities or other equipment of any nature. EPI's performance shall be exercised during the pendency of any such event but EPI shall use its best efforts to limit the duration of any such delay. f. In any dispute between parties. whether or not resulting In litigation. the prevailing party shall be entitled to recover from the other party all reasonable costs including, without limitation, reasonable attorney's fees. 'Prevailing party' shall include, without limitation, a party who dismisses an action for recovery in exchange for sums allegedly due, performance for covenants allegedly breached or consideration substantially equal to the relief sought in the action or which receives, in connection with any dispute, performance from the other party substantially equivalent to any of these. g. EPI MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, WITH RESPECT TO THE CASH DISPENSING SERVICES, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. NO ORAL OR WRITTEN PRESENTATION OR STATEMENT MADE BY EPI OR ANY OF ITS AGENTS OR EMPLOYEES INCLUDING BUT NOT LIMITED TO, ANY SPECIFICATIONS, DESCRIPTIONS OR STATEMENTS CONTAINED IN USER GUIDES PROVIDED TO CUSTOMER, SHALL BE BINDING UPON EPI AS A WARRANTY PROMISE OF PERFORMANCE UNLESS EXPRESSLY CONTAINED IN THIS AGREEMENT. 16. Not Assignable: Customer shall not assign or in any way dispose of all or any part of its rights or obligations under this Agreement without the prior written consent of EPI. 17. Controlling Law: This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California. The jurisdiction and Venue for any legal proceeding to interpret or enforce this Agreement shall be in San Diego County, California. 18. Cardholder Chargebacks: In the event any transaction is disputed by the cardholder's financial institution and as a result is charged back by that financial institution, Customer hereby authorizes charging any such disputed amount (plus any assessed fees) directly to Customer's clearing account as defined in the signed ACH or any such disputed amount (plus any assessed fees) may, at EPI's discretion, offset and reduce any CR's due Customer pursuant to Paragraphs 3, above. a. In accordance with Banking Regulation E and NACHA rules, requests for adjustments of transaction amounts may not be made more than ninety (90) days from transaction date. 19. Customer Service: EPI will provide Customer with a TOLL FREE, 24 hour Customer Help line to be used by Customer and/or Location's employees in the event help is needed in regards to the ATM. 20. Waiver: A waiver by either party of a breach of any provision of this Agreement shall not constitute a waiver of that party's rights to otherwise demand strict compliance with this Agreement and any and all provisions hereof . 21. Entire Agreement: This Agreement constitutes the entire Processing Agreement of the parties hereto. There are no other promises, representations, terms, conditions or obligations other then those contained herein. This Processing Agreement, except for a corresponding ATM Application and Purchase Agreement. supersedes all prior communications. representations or agreements, oral or written. between the parties in regard to the services that EPI or the ATM provides and shall not be modified except in writing and signed by both parties. IN WITNESS WHERE0F, the undersigned duty authorized representatives of the parties have executed this Agreement as of the day and year last stated below. ELECTRONIC PROCESSING, INC, 8787 Complex Dr. San Diego, CA 92123 819.712.1611 By: Noah C. Wieder Vice President - ATM _______________ Date CUSTOMER -------------------------- Customer Name -------------------------- Address -------------------------- City, State Zip By: _______________________ ---------------------------- Printed Name Title EX-21 11 EXHIBIT 21 1 EXHIBIT 21 SUBSIDIARIES OF THE REGISTRANT
Name State of Incorporation ---- ---------------------- Nationwide Automated Systems, Inc. California Trigate Associates, Inc. (inactive) Nevada
EX-27 12 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS CONTAINED IN THE COMPANY'S FORM 10-SB AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH CONSOLIDATED FINANCIAL STATEMENTS. YEAR DEC-31-1997 JAN-01-1997 DEC-31-1997 63,278 0 10,851 0 0 79,965 19,200 (3,493) 100,659 59,005 0 0 0 700 40,954 100,659 248,561 309,686 138,121 190,517 79,565 0 0 39,604 4,500 35,104 0 0 0 35,104 .005 0
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