-----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, MwEA5qmRoOcGJdKYrgU3UpCVKrtp0ZdmKXqohUbeysYf7x4TL5OuEdy18KZ+xbrg L05pAyxx+dOUN8Ge6PqX8w== 0001005477-98-001900.txt : 19980604 0001005477-98-001900.hdr.sgml : 19980604 ACCESSION NUMBER: 0001005477-98-001900 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19980603 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLANTICA INC CENTRAL INDEX KEY: 0001062506 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 430976473 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-24379 FILM NUMBER: 98641834 BUSINESS ADDRESS: STREET 1: 80 WALL ST STREET 2: STE 412 CITY: NEW YORK STATE: NY ZIP: 10005 BUSINESS PHONE: 2123445519 MAIL ADDRESS: STREET 1: 80 WALL ST STREET 2: STE 412 CITY: NEW YORK STATE: NY ZIP: 10005 10SB12G 1 FORM 10SB12G FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER THE 1934 ACT U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB ATLANTICA, INC. --------------- (Name of Small Business Issuer in its charter) UTAH (43-0976473) - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 80 Wall Street, suite 412, NY, NY. 10005 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Issuer's telephone number, including area code (212)344-5519 ------------- Securities to be registered under section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered - --------------------------------- --------------------------------- - --------------------------------- --------------------------------- Securities to be registered pursuant to Section 12(g) of the Act: 25,000,000 Shares of Common Stock, Par Value $0.0001 - -------------------------------------------------------------------------------- (Title of class) Noncumulative Voting of ATLANTICA, INC. (UTAH) - -------------------------------------------------------------------------------- (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT PART I Item 1. Description of Business ATLANTICA, INC., (hereinafter the "Company") was incorporated under the laws of the State of Utah on March 3, 1938. The Company name at that time was RED HILLS MINING COMPANY.,and was formed for the purpose of mining. The Company went public, with its prospectus becoming effective on March 29, 1938. The securities were registered in The State of Utah, case#1161. The Company sold 500,000 shares at $0.025 cents per share. On February 5, 1953 the Company changed its name to ALLIED OIL AND MINERALS COMPANY., and its business continued to be mining, and Oil exploration. On January 8, 1971 the Company changed its name to COMMUNITY EQUITIES CORPORATION., and the Company changed its purpose of business to Real Estate Development in Kansas City and in the State of Florida. Due to a severe downturn in the Kansas City housing market, the properties were liquidated for the mortgage amounts or conveyed to the first mortgagees by Deed in lieu of foreclosure. In the 1980's the Company acted as a Limited Partner in several housing developments. In 1990 the Company co-signed a second mortgage for Arena Square North and South, a general limited partnership, that was controlled by the Company President at that time, Mr. Harold R. Smith. The Housing Conservation and Redevelopment Agency of the City of Miami gave the second mortgage on the Arena Square Apartment project of 550 apartments in the amount of $885,000. The project was located in Overtown, on the north side of Downtown Miami. Community Equities Corporation was the original limited partner in the development, but was replaced by Community Housing of Texas. The Company has not engaged in any business operation since that time. On March 26, 1996 the corporate charter was reinstated and the Company name was changed to ATLANTICA, INC. At a meeting of the Stockholders held on March 13, 1998, a new Slate of Directors were elected and their was a reverse stock split of 1 share for every 20 shares held, and the authorized shares were increased to 25,000,000 shares with a par value of .0001 cents per share. Following the Stockholder Meeting the new Board of Directors met and elected Officers. The old Board of Directors and Officers resigned. The new directors issued 24,000,000 shares of common stock to Gregory Aurre, the new president and Director, for services rendered and expenses paid. This gave Mr. Aurre the controlling interest in the company. The Board also issued 50,000 shares to other affiliated parties for services rendered. The Company presently has no material tangible assets or property. The Company intends to continue to seek out the acquisition of assets, property or business that may be beneficial to the Company and its stockholders. In considering whether to complete any such acquisition, the Board of Directors shall make the final determination, and the approval of stockholders will not be sought unless required by applicable law, the Articles of Incorporation or by laws of the Company or contract. The Company is a development stage company and is currently seeking business opportunities believed to hold a potential for profit. The Company has not presently identified a specific business area of direction that it will follow. Therefore, no principal operation has yet begun. The Company has no products and offers no services. Item 2. Plan of Operation The Company presently has no material tangible assets or property. The Company intends to seek out the acquisition of an operating company through the reverse merger process, whereby the officers and or directors of the private operating company would gain control of the Company and the present officers and directors would resign. Hopefully this would be beneficial to the Company and its stockholders. There is no assurance that such an acquisition will take place. The only efforts taking place are through the Companies President and his personal contacts. The Company is a development stage company and has not presently identified a specific business area of direction that it will follow. Therefore, no principal operation has yet begun. The Company has no product and offers no service. The Registrant has had no business operation since 1990. It is not anticipated that any business operation will develop unless and until the Company acquires or merges with an operating company. There is no assurance that such an acquisition or merger will occur. The Registrant has no revenues. The general trend in the Registrant's lack of operation is expected to continue, and no revenue is expected. Item 3. Description of Property The Company has no property or assets; Its principal executive office address and telephone number are the office and telephone of the President and provided at no cost. The Company is in a development stage and has no products or services. Item 4. Security Ownership of Certain Beneficial Owners and Management As of March 13, 1998, the only persons known to the Registrant to be the beneficial owner of more than 5% of the Registrant's common voting securities is set forth as follows: Name & Address of Amount & Nature of Percent of Title of Class Beneficial Owner Beneficial Owner Class - -------------- ----------------- ------------------ ---------- Common Gregory Aurre 24,000,000 96% 80 Wall Street Suite 412 New York, New York 10005 Common Amerika Aurre 25,000 1% 259 West 10th Street Apt. 2f New York, New York 10014 Common Gregory Aurre III 25,000 1% 214-22 41th Ave Bayside, New York 11361 Security Ownership of Management The following table sets forth, as of March 13, 1998, certain information regarding the ownership of the common stock, $0.0001 par value, which is the only class of securities authorized, issued and outstanding of the Registrant by its Officers and Directors, and as a group. Name of Beneficial Amount & Nature of Percent of Title of Class Owner Beneficial Ownership Class - -------------- ------------------ -------------------- ---------- Common Gregory Aurre 24,000,000 96% Common Amerika Aurre 25,000 .001% Common Gregory Aurre III 25,000 .001% Common Officers & Directors 24,050,000 96% as a Group To the best knowledge of the Registrant, there are no arrangements, understanding or agreements relative to the disposition of any of the Registrant's securities, the operation of which would at a subsequent date result in a change in control of the Registrant. Item 5. Directors, Executive Officers, Promoters and Control Persons The following table sets forth the names and ages of all the directors and executive officers of the Registrant. Further more, the table shows the positions held by each such person, length of service, date of initial appointment of election to office, and the term of office: First Elected Director Term Name and Age Position Or Appointed of Office - ------------ -------- ------------- ------------- Gregory Aurre President & 13-Mar-98 Until 1999 Age 49 Director Shareholders Meeting Gregory Aurre III Secretary, 13-Mar-98 Until 1999 Age 25 Treasurer & Shareholders Meeting (Son of Gregory Director Aurre) Amerika Aurre Director 13-Mar-98 Until 1999 Age 26 Shareholders Meeting (Daughter of Gregory Aurre) Gregory Aurre, Director and President Mr. Aurre is 49 years old and is an independent financial consultant. From 1990 to present he has acted as a financial consultant. From 1986 to 1990, Mr. Aurre was the President of Texas Coastal Exploration, Inc., a company involved in oil and gas exploration. From 1981 to 1986, Mr. Aurre was the President of United Petroleum Corporation, a company involved in oil and gas exploration. From 1970 to 1981, Mr. Aurre was the President of Aurre Management Co., Inc., a company involved in financial consulting. Amerika Aurre, Director Ms. Aurre is 26 years old and the daughter of the President of the Company, Gregory Aurre. She has been employed in the fashion merchandising industry for six years. Gregory Aurre III, Director and Secretary-Treasurer Mr. Aurre is 25 years old and the son of the President of the Company, Gregory Aurre. He is a Licensed Securities Sales Person with an N.A.S.D. member firm. Family Relationships Amerika Aurre is the daughter of Gregory Aurre. Gregory Aurre III is the son of Gregory Aurre. Item 6. Executive Compensation None of the officers or directors of the Registrant has been, or is being paid any cash compensations, or otherwise is subject to any deferred compensation plan, bonus plan, or is the subject of any option agreement or any other arrangement or understanding whereby such person would obtain any cash or non-cash compensation for their services for and on behalf of the Registrant, except for the common stock that the directors have received as set forth in Item 1. Item 7. Certain Relationships and Related Transactions Transactions with Management and Others: On March 13, 1998, the date under which present management took control of the Registrant, and Mr. Aurre, the Registrant's President, acquired controlling interest of the Company, as 24,000,000 shares of common stock were issued to him for services rendered and expenses paid. On March 13, 1998, the Board of Directors acquired an additional 50,000 shares of common stock for services rendered, whereby the directors as a group control 96.002% of the common voting shares of the company. Certain Business Relationships Mr. Gregory Aurre, the Registrant's President, director and owner of the controlling interest in the company (96%) is the father of the Registrant's Secretary-Treasurer and director, Gregory Aurre III. Mr. Gregory Aurre is also the father of the only other director of the Registrant, Amerika Aurre. Indebtedness of Management None of the Registrants officers and directors are indebted to the Company, and have not been at any time. Transaction with Promoters The names of the Promoters and the nature and amount of anything of value received are as follows: Property, Contracts, Common Stock Cash Options Received or Names Received Received Due in the Future - ----- ------------ -------- -------------------- Gregory Aurre 24,000,000 -0- -0- Amerika Aurre 25,000 -0- -0- Gregory Aurre III 25,000 -0- -0- The promoters of the Registrant received no cash compensation. The only compensation was the shares of common stock listed above. Item 8. Description of Securities The aggregate number of shares which the Registrant is authorized to issue is twenty five million (25,000,000) shares of common stock of par value $0.001 per share. All stock of the corporation shall have the same rights and preferences, all are fully-paid and non-assessable. In 1938, The Company went public with its prospectus becoming effective on March 29, 1938. The securities were registered in The State of Utah, case # 1161. The company sold 500,000 shares at $0.025 cents per share. In 1971 the company issued approximately 7,575,508 shares of restricted common stock to Mr. Harold R. Smith., in exchange for four housing projects in the Kansas City area. This gave Mr. Smith control of the Company. On March 13, 1998 the Board of Directors issued 24,050,000 of restricted common stock to them self's for services rendered and expenses paid by its new president. This gave Mr. Gregory Aurre., control of the Company. The shares issued are restricted and unregistered. Dividend Rights Holders of shares of Common Voting Stock of the Registrant are entitled to receive, out of funds legally available, such dividends as may be declared by the Board of Directors. The Registrant does not foresee any dividends being paid in the reasonably foreseeable future, as it does not expect to generate revenues from operations for at least a period of one (1) year or more, and the Board of Directors' decision to declare such a dividend subsequent thereto will depend upon the capital resource needs of the Registrant at that time. Voting Rights Holders of shares of Common Voting Stock are entitled to one (1) vote per outstanding share held on each matter submitted to a vote at a meeting of shareholders. Each holder may exercise such vote either through proxy or in person. Holders of a majority of the shares issued and outstanding, present in person or by proxy, constitute a quorum for shareholder meetings. No Cumulative Voting Shareholders are not entitled to cumulative voting as regards the election of Directors. Liquidation Rights Upon liquidation, dissolution or winding up of the Registrant, the Shareholders would be entitled to share ratably in any assets available for distribution to Shareholders. Purchase and Redemption Subject to special rights and restrictions attached to any class of shares, the Registrant may, in compliance with the corporate law of Utah, repurchase shares which are redeemable, unless a proposed purchase or redemption would render the Registrant unable to meet its liabilities as they mature. The Registrant is not aware of any restrictions in purchasing shares of its Common Stock on the open market. Miscellaneous The shares of Common Stock of the Registrant have no conversion, subscription, sinking fund or pre-emptive rights. All issued and outstanding shares are fully paid and non-assessable and not liable to further calls or assessments. There are no warrants, rights, or options outstanding as of March 31, 1998. There are 631 shareholders from all issues, as of March 31, 1998. PART II Item 1. Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters The last available quote for the common stock of the Company was on April 1, 1974. At that time, the quote was $0.02 bid and $0.05 offered. There has been virtually no trading of the Registrant's common stock over-the-counter since that time. The last price quoted reflects inter-dealer prices, without retail markups, markdowns or commission, and may not necessarily represents actual transactions. The quotation was derived from the National Quotation Bureau library.. Dividends There have been no cash dividends declared at any time, and no dividends are contemplated to be paid in the foreseeable future, particularly in view of the uncertainty of generating revenue from future operations. Item 2. Legal Proceedings The Registrant is not a party in any litigation and has no knowledge of any pending legal proceedings in any court or agency of government, or government authorities. On March 13, 1998 the Company filed a voluntary petition of Bankruptcy, in the United States Bankruptcy Court Southern District of New York. The only creditor is the City of Miami. The Company has reached a tentative agreement to settle with them and expects to withdraw from bankruptcy. Item 3. Changes in and Disagreements With Accountants The Registrant retained the services of: Jones, Jensen & Company Certified Public Accountants There are no disagreements with any accounting or financial disclosure. Item 4. Recent Sales of Unregistered Securities On March 13, 1998, there was a special meeting of the Board of Directors of the Registrant, Atlantica, Inc., (Utah). At that meeting, the present management took control and issued twenty four million shares of common stock with a par value of $0.0001 per share to the new President, Mr. Gregory Aurre for services rendered and expenses paid, which represented 96% of the common stock. These securities are restricted and unregistered. Also at that meeting the Board of Directors issued 25,000 shares each to the other two Directors. These securities are restricted and unregistered. With respect to all the above transactions, the number of shares issued by the Registrant were arbitrarily determined, and were not a result of negotiations. These transactions were not arm-length and no fair market value was established. Item 5. Indemnification of Directors And Officers In accordance with the General Corporation Laws of Utah, the Registrant's Board of Directors has adopted by resolution provisions relative to indemnification of its Officers and Directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with the defense of any proceeding or threatened proceeding to which such person was or is a party, or is threatened to be made a party by reason of the fact that such person was or is an officer or director, provided that (I) such officer or director acted in good faith and in manner reasonably believed by him/her to be in the interests of the corporation, or in the case in criminal proceeding, had no reasonable cause to believe his/her conduct was unlawful and (II) such proceedings was not brought by or in the right of such corporation to procure a judgment in its favor. In the latter case, the power to indemnify extends to expenses actually and reasonably incurred by such officer or director in connection with the defense or settlement of any proceeding if such person (I) acted in good faith and (II) in a manner such officer and director believed to be in the best interests of such 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 in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless, and only to the extent that the court in which such action or suit was brought shall determine upon an application of that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper. Otherwise, indemnification for an officer or director meeting the applicable standard of conduct is determined by a majority vote of the disinterested directors or Shareholders or upon application by the corporation, such officer or director or his/her attorney, to the court in which such proceeding was pending. The Registrant has agreed to indemnify its officers and directors to the full extent as provided by Utah law. PART F/S The following discussion should be read in conjunction with the Financial Statements and related notes included elsewhere in this Registration Statement. ================================================================= YEARS ENDED DECEMBER 31 1997 1996 1995 1994 1993 - ----------------------------------------------------------------- Revenue -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- Income (loss) -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- Income (loss) -0- -0- -0- -0- -0- - ----------------------------------------------------------------- Per Common Share - ----------------------------------------------------------------- - ----------------------------------------------------------------- Total Assets -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- Long Term Obligation -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- Redeemable Preferred Stock -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- Long Term Debt -0- -0- -0- -0- -0- - ----------------------------------------------------------------- - ----------------------------------------------------------------- The Registrant has not paid a cash dividend since inception, and does not anticipate doing so in the foreseeable future. Management's Discussion and Analysis of Financial Condition and Results of Operation. Liquidity The Registrant has no assets, no cash, and no liquidity. Its president has personal paid all expenses for the Company. The Company plans no operations, and has no source of funds required to meet its obligations. The President of the Registrant plans to pay the expenses of the Company until such time that the Company acquires or mergers with an active business. Their is no assurance the President will continue this relationship. Capital Resources The Registrant has no material commitments for capital expenditures as of March 31, 1998. The Registrant has no assets, no cash, and no capital resources. The Registrant has no anticipated source of funds needed to fulfill its commitments. The Registrant has had no business operations since 1990. The Registrant's President has been the primary entity funding the Company's operation. Results of Operations The Registrant has had no business operations since 1990. It is not anticipated that any business operation will develop unless and until the Company acquires or merges with an operating company. There is no assurance that such an acquisition or merger will occur. The Registrant has no revenues. The general trend in the Registrant's lack of operation is expected to continue, and no revenue is expected. PART III. Item 1. Index to Exhibits EXHIBITS The exhibits referred to here in above are more particularly described below. In addition to these exhibits, certain other exhibits have been attached hereto as supplementary information, and may assist in a further understanding of the information presented. Exhibit No. Description of Exhibits - ----------- ----------------------- 99.A Audited Financial Statement for Years 1997 99.B Securities filing of RED HILL MINING COMPANY (Utah) Effective March 29, 1938 99.C Articles of Incorporation of RED HILL MINING COMPANY. (Utah) 99.D Amendments to Articles of Incorporation 99.E National Quotation Bureau Report. Signatures In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) ATLANTICA, INC. Date: June 2, 1998 ---------------------------- By (Signature) /s/ Gregory Aurre ----------------------------- Gregory Aurre - President EX-99.A 2 AUDITED FINANCIAL STATEMENT ATLANTICA, INC. (A Development Stage Company) FINANCIAL STATEMENTS March 31, 1998 and December 31, 1997 CONTENTS Independent Auditors' Report................................................ 3 Balance Sheets.............................................................. 4 Statements of Operations.................................................... 5 Statements of Stockholders' Equity (Deficit)................................ 6 Statements of Cash Flows.................................................... 7 Notes to the Financial Statements........................................... 8 [LETTERHEAD OF JONES, JENSEN & COMPANY, LLC] INDEPENDENT AUDITORS' REPORT To the Stockholders of Atlantica, Inc. (A Development Stage Company) Salt Lake City, Utah We have audited the accompanying balance sheets of Atlantica, Inc. (a development stage company) as of March 31, 1998 and December 31, 1997 and the related statements of operations, stockholders' equity (deficit) and cash flows for the three months ended March 31, 1998, the year ended December 31, 1997 and from inception of the development stage on January 1, 1997 through March 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Atlantica, Inc. (a development stage company) as of March 31, 1998 and December 31, 1997 and the results of its operations and its cash flows for the three months ended March 31, 1998, the year ended December 31, 1997 and from inception of the development stage on January 1, 1997 through March 31, 1998 in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 6 to the financial statements, the Company is a development stage company with no significant operating results to date, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 6. The financial statements do not include any adjustments that might result from the outcome of the uncertainty. /s/ Jones, Jensen & Company Jones, Jensen & Company Salt Lake City, Utah April 15, 1998 ATLANTICA, INC. (A Development Stage Company) Balance Sheets ASSETS March 31, December 31, 1998 1997 ----------- ----------- CURRENT ASSETS Cash $ -- $ -- ----------- ----------- Total Current Assets -- -- ----------- ----------- TOTAL ASSETS $ -- $ -- =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) CURRENT LIABILITIES Accrued interest (Note 2) $ 438,075 $ 424,800 Mortgage payable (Note 3) 885,000 885,000 ----------- ----------- Total Current Liabilities 1,323,075 1,309,800 ----------- ----------- TOTAL LIABILITIES 1,323,075 1,309,800 ----------- ----------- STOCKHOLDERS' EQUITY (DEFICIT) Common stock: 25,000,000 shares authorized of $0.0001 par value, 24,581,422 and 531,422 shares issued and outstanding, respectively (Note 4) 2,458 53 Additional paid-in capital (Note 5) 41,150 39,904 Deficit accumulated prior to January 1, 1997 (1,256,700) (1,256,700) Deficit accumulated during the development stage (from January 1, 1997) (109,983) (93,057) ----------- ----------- Total Stockholders' Equity (Deficit) (1,323,075) (1,309,800) ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ -- $ -- =========== =========== The accompanying notes are an integral part of these financial statements. 4 ATLANTICA, INC. (A Development Stage Company) Statements of Operations From Inception of Development For the Stage on Three Months For the January 1, Ended Year Ended 1997 Through March 31, December 31, March 31, 1998 1997 1998 ------------ ------------ ------------- REVENUES $ -- $ -- $ -- EXPENSES General and administrative 3,651 39,957 43,608 Interest expense 13,275 53,100 66,375 --------- --------- --------- Total Expenses 16,926 93,057 109,983 --------- --------- --------- NET (LOSS) $ (16,926) $ (93,057) $(109,983) ========= ========= ========= NET (LOSS) PER SHARE $ (0.00) $ (0.00) ========= ========= The accompanying notes are an integral part of these financial statements 5 ATLANTICA, INC. (A Development Stage Company) Statements of Stockholders' Equity (Deficit)
Common Stock Additional ------------------------- Paid-In Accumulated Shares Amount Capital Deficit ----------- ----------- ----------- ----------- Inception of development stage, January 1, 1997 531,422 $ 53 $ (53) $(1,256,700) Expenses paid on the Company's behalf -- -- 39,957 -- Net loss for the year ended December 31, 1997 -- -- -- (93,057) ----------- ----------- ----------- ----------- Balance, December 31, 1997 531,422 53 39,904 (1,349,757) March 1, 1998, liquidating dividend (Note 1a) -- -- -- -- March 13, 1998, common stock issued for services at $0.0001 per share 24,050,000 2,405 -- -- Expenses paid on the Company's behalf -- -- 1,246 -- Net loss for the three months ended March 31, 1998 -- -- -- (16,926) ----------- ----------- ----------- ----------- Balance, March 31, 1998 24,581,422 $ 2,458 $ 41,150 $(1,366,683) =========== =========== =========== ===========
The accompanying notes are an integral part of these financial statements. 6 ATLANTICA, INC. (A Development Stage Company) Statements of Cash Flows
From Inception of Development For the Stage on Three Months For the January 1, Ended Year Ended 1997 Through March 31, December 31, March 31, 1998 1997 1998 ------------- ------------- ------------- CASH FLOWS FROM OPERATING ACTIVITIES $ (16,926) $ (93,057) $ (109,983) Adjustments to Reconcile Net Loss to Net Cash Used by Operating Activities: Common stock issued for services 2,405 -- 2,405 Increase in accrued interest 13,275 53,100 66,375 ------------- ------------- ------------- Net Cash (Used) by Operating Activities (1,246) (39,957) (41,203) ------------- ------------- ------------- CASH FLOWS FROM INVESTING ACTIVITIES -- -- -- ------------- ------------- ------------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributed by shareholder 1,246 39,957 41,203 ------------- ------------- ------------- Net Cash Provided by Financing Activities 1,246 39,957 41,203 ------------- ------------- ------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS -- -- -- ------------- ------------- ------------- CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD -- -- -- ------------- ------------- ------------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ -- $ -- $ -- ============= ============= ============= CASH PAID FOR Interest $ -- $ -- $ -- Taxes $ -- $ -- $ --
The accompanying notes are an integral part of these financial statements. 7 ATLANTICA, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 1998 and December 31, 1997 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This summary of significant accounting policies of Atlantica, Inc. is presented to assist in understanding the Company's financial statements. The financial statements and notes are representations of the Company's management, which is responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles and have been consistently applied in the preparation of the financial statements. a. Organization and Business Activities The name of the Company is Atlantica, Inc (the Company); the Company was incorporated in the State of Utah on March 3, 1938. The Company name at that time was Red Hills Mining Company. On February 5, 1953, the Company changed its name to Allied Oil and Minerals Company. On January 8, 1971, the Company changed its name to Community Equities Corporation. On March 26, 1996, the Company changed its name to Atlantica, Inc. The Company had two subsidiaries. Keys Equities, Inc. (Keys), a Florida corporation was incorporated July 31, 1996. There are no assets, liabilities or operations in this Company. Allied Equities, Inc. (Allied), a Florida corporation was incorporated July 15, 1996. On March 1, 1998, the Company transferred its right, title and interest in a mining claim in Utah to Allied. The mining claim had a book value of $-0-. On March 1, 1998, the Company distributed the shares of the two subsidiaries to its shareholder in a liquidating dividend. The Company has not engaged in any business operations since 1990, and it was reclassified as a development stage company as of January 1, 1997. The Company's only activity since that time has consisted of taking actions necessary to restore and preserve its good standing in the State of Utah. The Company presently has no assets. The Company intends to continue to seek out the acquisition of assets, property or a business that may be beneficial to the Company and its stockholders. In considering whether to complete any such acquisition, the Board of Directors shall make the final determination and the approval of stockholders will not be sought unless required by applicable law, the articles of incorporation or bylaws of the Company or contract. Reorganization On February 20, 1998, an agreement and plan of reorganization between Gregory Aurre and Michael Oliver was made; whereby Mr. Aurre would take over control of the Company, and Mr. Oliver, the principal stockholder, sold control of the corporation. On March 13, 1998, a Board of Directors meeting was held to install the above-mentioned February 20, 1998 agreement. In the meeting, new directors were voted on making Gregory Aurre President and Director, Amerika Aurre and Gregory Aurre III as new directors and Gregory Aurre III as secretary and treasurer. 8 ATLANTICA, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 1998 and December 31, 1997 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Bankruptcy To dismiss the $885,000 mortgage liability and the related accrued interest of $438,075, the Company has on its books, it filed for Chapter 7 bankruptcy of March 13, 1998. The Company has been in negotiations with the mortgagee in hopes of eliminating the liability. To date, no settlement has been made. b. Fiscal Year The Company operates on a calendar year basis. c. Basis of Operation The Company prepares its financial statements and federal income taxes on the accrual basis of accounting. d. 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 those estimates. e. Income Taxes No provision for income taxes has been accrued because the Company has net operating losses from inception. The net operating loss carryforwards of approximately $110,000 at March 31, 1998 will expire in 2013. No tax benefit has been reported in the financial statements because the Company is uncertain if the carryforwards will expire unused. Accordingly, the potential tax benefits are offset by a valuation account of the same amount. NOTE 2 - ACCRUED INTEREST Accrued interest has been booked at a rate of six percent (6%) per annum from January 1, 1990 when the Company guaranteed the mortgages. As of March 31, 1998, $438,075 has accrued. No demand has been made on the interest accrued. Management believes that the likelihood that the interest will need to be paid by the Company is remote as the Company is not the primary mortgagor. 9 ATLANTICA, INC. (A Development Stage Company) Notes to the Financial Statements March 31, 1998 and December 31, 1997 NOTE 3 - MORTGAGE PAYABLE In 1990, the Company signed as a guarantor of a mortgage. The primary mortgager has defaulted on the loan so the Company has recorded the liability on its books. At no time has the Company been notified to pay the loan as the guarantor. Management believes the likelihood that the Company will have to pay the mortgage to be remote. NOTE 4 - COMMON STOCK On March 13, 1998, the Company approved a 20-for-1 stock split. After the split, the Company authorized 25,000,000 shares and changed the par value from $0.01 to $0.0001. 24,050,000 shares, on this same date, were issued to the directors of the Company for services rendered, valued at $0.0001 per share. The reverse stock split is reflected on a retroactive basis. NOTE 5 - ADDITIONAL PAID-IN CAPITAL Expenses incurred by the Company and its subsidiaries, Allied and Keys, for reinstatement, legal and filing fees were paid out of pocket by its former majority shareholder and director. The funds were booked to additional paid-in capital and are approximately $40,000. No reimbursement for these expenses paid will be made by the Company. On May 11, 1998, the shareholders of the Company completed a quasi-reorganization whereby the accumulated deficit of the Company was offset against paid-in capital to the extent possible. The quasi-reorganization has been reflected on a retro-active basis. Expenses during the year ended December 31, 1997 and for the three months ended March 31, 1998 were paid by the Company's President. Expenses were paid out of pocket by the President and a contribution of capital was booked at approximately $65 and $1,246, respectively. NOTE 6 - GOING CONCERN The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not established revenues sufficient to cover its operation costs. The Company is seeking the acquisition of, or merger with, an existing operating company. Currently management has committed to covering all operating and other costs until sufficient revenues are generated. 10 EX-99.B 3 SECURITIES FILING OF RED HILL MINING COMPANY [LETTERHEAD OF STATE OF UTAH DEPARTMENT OF COMMERCE DIVISION OF SECURITIES] FAX COVER LETTER PLEASE DELIVER THE FOLLOWING PAGES TO: FIRM/GROUP: ------------------------------------------------------------------ PERSON(S): Greg ------------------------------------------------------------------- FAX#: 212-344-4688 ----------------------------------------------------------------------- FROM: /s/ Joel Nelson ------------------------------------------------------------------------ DATE: 1/8/97 RE: ------------------- ------------------------------------------------ |_| FOR YOUR INFORMATION AND RECORDS |_| PLEASE SIGN AND RETURN |_| AS YOU REQUESTED |_| RESPOND PER INSTRUCTIONS ENCLOSED |_| FOR DISTRIBUTION THIS FAX TRANSMISSION CONSISTS OF 2 PAGES, INCLUDING THIS COVER PAGE. IF YOU DO NOT RECEIVE ALL PAGES, PLEASE CALL 801\530-6600 AND NOTIFY . ------------------- cc: ----------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Notes: -------------------------------------------------------------------------- - -------------------------------------------------------------------------------- RETURN FAX NUMBER: 801\530-6980 THIS FAX TRANSMISSION IS INTENDED ONLY FOR THOSE PERSONS LISTED ABOVE. ANY DISTRIBUTION TO PERSONS NOT SO LISTED IS UNINTENTIONAL OR UNAUTHORIZED, AND SENDER RESERVES ANY ATTORNEY-CLIENT AND SUCH OTHER PRIVILEGES AS MAY APPLY TO THE CONTENTS OF THIS TRANSMISSION. ISSUERS' CARD #1801 FIRM: RED HILLS MINING CO. ADDRESS 501 Atlas Bldg., City
=========================================================================================== ESCROW. Paul C. Lyon, Trustee. Rec #7074 CASE FILED REGISTERED CANCELLED =========================================================================================== ISSUE: 500,000 Com @ 2 1/2 cents net 1161 3-5-38 3-29-38 - -------------------------------------------------------------------------------------------
(Have verbal information company changed its name in 1953 to Allied Oil and Minerals Co., 408 Ness Bldg.) EX-99.C 4 ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF RED HILLS MINING COMPANY. ------------------------ For the purpose of forming a corporation under and by virtue of the laws of the State of Utah, the undersigned, whose names and places of residence appear herein, hereby certify and agree as follows: ARTICLE I The name of this corporation shall be RED HILLS MINING COMPANY, and it is formed and organized at Salt Lake City, Utah, which shall be its principal place of business, but branch offices and business and transfer offices may be established and maintained elsewhere in or outside the state of Utah, by resolution of the Board of Directors. ARTICLE II The period of its existence shall be one hundred years unless sooner dissolved or disincorporated according to law. ARTICLE III In furtherance of and in no way in limitation of the powers now or hereafter conferred upon corporations by the laws of the state of Utah, or any other state or country, in which this corporation may do business, the pursuit and business of this corporation and its powers shall be (a) To conduct the business of mining in all its branches, including the working and development of lands containing ores and minerals of any and every kind; and milling, concentrating, refining or in any manner treating and reducing any ores or other mineral substances extracted from any property operated by the corporation or otherwise. (b) To locate, purchase, lease end otherwise acquire, and to sell, mortgage or otherwise dispose of any mining claims or lands containing minerals or other lands necessary to carry out the objects of the incorporation, including -1- the acquisition of agricultural or grazing lands, including oil lands, royalties and equities; and equipment for prospecting, drilling, producing, refining and distributing all products of every nature. (c) To purchase, own, operate, sell and otherwise dispose of water rights, pipe lines, water ditches, canals, trucks and truck lines and franchises, airplanes and other flying equipment and landing fields for same. (d) To acquire, own, operate, or control any electric light plants, water power plants, tramways or other means of transportation (excepting the business of railroading,) mercantile establishments and boarding houses, which may be deemed necessary to conduct the business of the corporation. (e) To acquire, own, held and dispose of any and all kinds of property, real, personal or mixed, necessary or incident to the conduct of the corporate business, including its own stocks and bonds and the stocks and bonds of other corporations, and while the owner thereof to exercise all the rights of ownership, and to sell, mortgage, hypothecate and otherwise dispose of the same and vote the shares of other corporations. (f) To borrow money and for the purpose to execute and issue debenture bonds, promissory notes and other evidence of indebtedness. (g) To make and perform contracts, and generally without limitation or restriction to exercise any and all powers now or which my hereafter be conferred upon corporations by the laws of Utah, or any other place where this corporation may own or control property as fully to all intents and purposes as natural persons. ARTICLE IV. The capital stock of this corporation shall be $20,000.00 divided into 2,000,000 shares of $.01 per share. ARTICLE V. The names and places of residence of the incorporators, with the number of shares of stock subscribed by each are as follows: Name Residence No. of Shares - ---- --------- ------------- Paul C. Lyon Salt Lake City, Utah 175,000 Paul C. Lyon, Trustee Salt Lake City, Utah 195,000 -2- Name Residence No. of Shares - ---- --------- ------------- Ruth P. Lyon Salt Lake City, Utah 40,000 T. E. Wessel Gold Hill, Utah 175,000 Myrtle L. Wessel Gold Hill, Utah 40,000 George H. Taylor McGill, Nevada 12,500 D. W. Adamson Salt Lake City, Utah 12,500 S. B. Robbins Salt Lake City, Utah 7,000 W. H. Stookey Salt Lake City, Utah 25,000 A. H. Christensen Provo, Utah 37,500 J. W. Gebhart Salt Lake City, Utah 10,000 The said treasury stock is for the use and benefit of the corporation; said stock and any other stock which may hereafter be acquired by the corporation shall be under the control of the Board of Directors, with power to sell or otherwise dispose of the same and to order it issued in such amounts as may be desirable and to receive payment therefor in cash, mining claims or other property at its fair cash value, or for work or labor performed. ARTICLE VI. The total subscription for the 2,000,000 shares of stock as herein provided is paid by the transfer to the corporation and acceptance by it of the following described property and claims as follows, all situated in the Eagle Mining District, White Pine County, Nevada: Contact No. 1, Contact No. 2, Contact No. 3, Contact No. 4, and Contact No. 5, lode mining claims, all recorded in Book 123, pages 415 to 418, of Mining Locations in the office of the County Recorder of White Pine County, at Ely, Nevada; and an assignment of a certain Lease end Option to T. E. Wessel, covering 9 unpatented lode claims owned by Wm. Sellas. The above mentioned property is necessary to the business of this corporation and believed by the incorporators hereof to be of the fair cash market value of $20,000.00 for which amount the corporation accepts same, and by the transfer of which the 2,000,000 shares of stock herein subscribed are believed to be fully paid. ARTICLE VII. The officers of the corporation and their qualifications shall be: (1) A Board of not less than three nor more than nine directors. The corporation shall begin business with a board of SEVEN directors, but the Board of directors by resolution or by-laws may at any time -3- increase such number to nine or decrease such number to three without amending these articles. (2) A President (3) A Vice President (4) A Secretary (5) A Treasurer, and (6) Such other subordinate officers or agents, including assistant to secretary or treasurer, as may be appointed by the Board of Directors or provided by the by-laws. Any two of the above offices except president and vice president, may be held by the same person. Directors must be stockholders as shown by the books of the corporation, and the president and vice-president must be directors. Whenever any director ceases to be a stockholder of record, he shall cease to be a director. Vacancies in the Board, caused by death, resignation or disqualification, shall be filled by the remaining directors, who shall constitute a quorum for that purpose. The secretary and treasurer need not be directors or stockholders. The affairs and business of the corporation shall be controlled and managed by the Board of Directors, which shall have power to mortgage or hypothecate or lease any of the property of the corporation without the consent, ratification or other action of stockholders, but it shall be necessary before a sale of the property can be made, to have the consent of a majority of the outstanding stock. ARTICLE VIII. A majority of the members of the Board of Directors shall be necessary to constitute a quorum at all meetings. The vote of a majority of a quorum shall be the vote of the corporation. Whenever a majority of the Board shall meet and act unanimously, such action shall be a legal act of the corporation. The Board of Directors shall have power to adopt by-laws not inconsistent with these articles or general law, and to amend or repeal the same at pleasure. ARTICLE IX. The regular annual meeting of stockholders of this corporation for the election of officers and the transaction of the general business of the corporation -4- shall be held on the fourth Saturday in February, l939, at the general office of the Company in Salt Lake City, Utah, at the hour of one o'clock P. M. No notice of the annual meeting need be given, but notice of special meetings must be given and such notice shall be sufficient if mailed to each stockholder at his last known address as shown by the books and records of the corporation not less than five days before the time fixed for such special meeting. The manner of voting at stockholders' meetings shall be by ballot or viva voce as those present shall determine, each stockholder being entitled to one vote, in person or by proxy, for each share of stock held by him. A majority of the issued stock shall be necessary to constitute a quorum at all annual and special meetings, but the holders of any lesser number of shares may adjourn from time to time or to a day certain. The corporation may require a bond from the secretary, treasurer or any other officer of the company, conditioned for the faithful performance of the duties of such office. Officers and directors may be removed and their successors elected in the manner provided by the laws of Utah, or in the absence of statute, by the vote of a majority of the outstanding stock of the corporation, at a meeting called for that purpose. All meetings of stockholders and all regular meetings of directors shall be held at the general office of the corporation in Salt Lake City, Utah. Special meetings of the directors may be held anywhere in or outside of the State of Utah, after at least five days notice thereof, which may be given in any manner, or the waiver of such notice by such directors as are not notified. ARTICLE X. The directors and officers who shall hold office until the first meeting of stockholders herein provided for, unless vacancies shall sooner occur, and until the election and qualification of their respective successors are as follows: Paul C. Lyon Director and President. T. K. Wessel Director and Vice President -5- J. W. Gebhart Director S. B. Robbins Director A. H. Christensen Director Walter M. Stookey Director D. W. Adamson Director ARTICLE XI. So far as not otherwise expressly provided by the laws of Utah, or any other state where this corporation may do business, the corporation shall be entitled to treat the person in whose name any share is registered (as trustee, agent, pledgee, legal representative or otherwise) as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claims to, or interest in, such share on the part of any other person, whether or not the corporation shall have notice thereof. ARTICLE XII. The private property of the stockholders shall not be liable for the debts of the corporation. ARTICLE XIII. The capital stock of this corporation shall be assessable. ARTICLE XIV. These Articles may be amended in any particular and at any time, in the manner and form prescribed by statute, or in the absence of statute, by a majority vote of the outstanding stock at any annual meeting or at a special meeting called for that purpose. IN WITNESS WHEREOF, the said parties have hereunto set their hands this day of , 1938. ----------------- -------------------- /s/ Paul C. Lyon /s/ D. W. Adamson /s/ Ruth P. Lyon /s/ A. H. Christensen /s/ T. K. Wessel /s/ J. W. Gebhart /s/ Myrtle L. Wessel /s/ S. B. Robbins /s/ Geo. H. Taylor /s/ Walter M. Stookey -6- STATE OF UTAH ) ) ss. COUNTY OF SALT LAKE ) I, William J. Korth, County Clerk in and for the County of Salt Lake, State of Utah, do hereby certify that the ARTICLES OF INCORPORATION OF RED HILLS MINING COMPANY Number 13677 has duly filed in my office the Agreement of Incorporation, duly acknowledged, together with the Oath of the Incorporators and Oath of Office of each Officer, as required by Revised Laws of Utah, 1933. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal, this 3rd day of ----------------- March A. D. 1938 ---------------------------------------- -- William J. Korth County Clerk -------------------------------------------- By /s/ Geneva Caldwell Deputy Clerk. -------------------------------- EX-99.D 5 AMENDMENTS TO ARTICLES OF INCORPORATION AMENDMENT 0F ARTICLES OF INCORPORATION [RECEIVED FEB 5 1953 SECRETARY OF STATE] State of Utah ss County of Salt Lake Whereas, on the 20th day of January 1953, a meeting of the Stockholders of Red Hills Mining Company was held at the time and place designated; the purpose of the meeting being to vote on the proposition of amending the articles of incorporation or the company in two places, vis; The first sentence only of Article I, which now reads "The name of this corporation shall be Red Hills Mining Company", to read "The name of this corporation shall be Allied Oil and Minerals Company". Also Article IV, which now reads " The capital stock of this corporation shall be $20,000.00, divided into 2,000,000 shares of $.01 per share ", to read " The capital stock of this corporation shall be 40,000.00, divided into 4,000,000 shares of $.0l per share". The number of shares represented at the meeting in person or by proxy was 453,000 shares, which was the majority of all the outstanding stock of the corporation. The voting was unanimous in favor of the proposition. Therefore, we hereby request the Secretary of State of the State of Utah to certify this amendment of the articles as set forth. In witness whereof, we have duly executed this instrument this 29th day of January 1953, at Salt Lake City, Utah State of Utah RED HILL MINING COMPANY Attest: By /s/ Paul C. Lyon /s/ Paul C. Lyon -------------------- - --------------------- President Secretary State of Utah SS County of Salt Lake Before me, a Notary Public, within and for said County and State, on this 29th day of January 1953, personally appeared Paul C. Lyon and Paul C. Lyon Jr., well known to me to be the identical persons who executed the above and foregoing instrument, and who being duly sworn, deposed and acknowledged to me that they are the President and Secretary, respectively, of Red Hills Mining Company, the corporation on whose behalf they executed the same as their free and voluntary act and deed for the uses and purposes therein set forth. In witness whereof, I have hereunto set my hand and affixed my official seal the day and year last above written. /s/ [ILLEGIBLE] -------------------------------- My commission expires: Notary Public Residing at Salt Lake City, Utah June 14, 1954 AMENDMENT TO ARTICLES OF INCORPORATION [RECEIVED FEB 28 1957 SECRETARY OF STATE] Whereas, on the 23rd day of February, 1957, the regular annual meeting of the stockholders of Allied Oil and Minerals Company was held at the time and place designated in a notice given to all stockholders of the corporation; a purpose of the meeting being to vote on a proposition of amending the articles of incorporation of the company as follows, vis: ARTICLE IX, as at present set forth, shall be deleted in its entirety and replaced with the following paragraphs: "The regular annual meeting of the stockholders of this corporation for the election of directors and the transaction of general business of the corporation shall be held on the fourth Saturday in February at 12:15 o'clock P.M. at the general office of the company in Salt Lake City, Utah. Notice of the annual meeting shall be given by mailing to each stockholder, at his last known address as shown on the company's books, a written or printed notice thereof, said notice to be mailed at least ten (10) days before and not more than thirty (30) days before the meeting. In the event that the notice of the meeting shall not be given in time, the meeting may be held at a subsequent date by giving notice as above provided. The stock represented at the meeting, whatever its amount, shall constitute a quorum, and every question or election thereat shall be decided by a majority of the votes cast. "Special meetings of the stockholders may be called at any time by a resolution of the Board or by holders of one third (1/3) of the outstanding stock of the corporation; notice shall be given as for the annual meeting, but a majority of the outstanding stock shall be required at all meetings except the annual meeting, to do business. "The corporation may require a bond from the secretary, treasurer or and other officer of the company, conditioned for the faithful performance of the duties of such office" ARTICLE XIII shall be amended by adding the following paragraph to it: "Notice of each assessment levied shall be given in the manner as XX the Laws of the State of Utah provide. Notice of delinquency shall be given by mailing to each holder of stock, upon which an assessment is delinquent, a notice of such delinquency specifying each certificate of such holder that is delinquent, the number of shares upon which the (see page 2) assessment is delinquent and the amount due thereon; said notice of delinquency shall be mailed at least fifteen (15) days prior to the day of sale and shall be mailed by ordinary mail to the stockholder at his last known address; no other notice of delinquency need be given; if it appears that some stockholders of the corporation, whether of record or not, may not have received the notice of assessment, or if further notice is desired by the company, the Secretary may cause a list of all delinquent certificates, stating the number of shares, the amount due thereon and the names appearing thereon, to be published once in any newspaper of general circulation in Salt Lake City, Utah, said publication to be at least fifteen days before the date of sale." The majority of all of the outstanding stock of the corporation was represented at the meeting. The voting was unanimous in favor of the proposition to so amend the articles of incorporation. Therefore, we hereby request the Secretary of State of the State of Utah to certify this amendment of the articles as set forth. In witness whereof, We have duly executed this instrument this 26th day of February, 1957 at Salt Lake City, Utah. ALLIED OIL AND MINERALS COMPANY Attest: By: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] ------------------------ - ------------------------- President Secretary STATE OF UTAH ) ) SS COUNTY OF SALT LAKE ) Before me, a Notary Public, within and for said County and State, personally appeared Paul C. Lyon and K. Ryan, known to me to be the identical persons who executed the foregoing instrument, and who being first duly sworn, deposed and acknowledged to me that they are the President and Secretary, respectively, of Allied Oil and Minerals Company, on whose behalf they executed the same as their free and voluntary act and deed for the uses and purposes therein set forth. In witness whereof, I have hereunto set my hand and affixed my official seal this 28th day of February, 1957 at Salt Lake City, Utah. My commission expires: /s/ [ILLEGIBLE] -------------------------- Notary Public [ILLEGIBLE] Residing at Salt Lake City, Utah AMENDMENT TO ARTICLES OF INCORPORATION Whereas on the 27th day of February, 1960, the regular annual meeting of the stockholders of ALLIED OIL AND MINERALS COMPANY was held at the time and place designated in a notice given to all stockholders of the corporation, said notice also having been published; a purpose of the meeting being to amend the Articles of Incorporation as follows, vis: ARTICLE XIII shall be amended by changing the first sentence of the second paragraph, as amended, to read as follows: "Notice of each assessment levied shall be given in the manner as the laws of the State of Utah provide, except that no newspaper publication of the assessment notice shall be required." ARTICLE XIV shall be amended to read as follows: "These articles may be amended in any particular and at any time by a majority vote of the outstanding stock at any annual or special meeting, provided five days prior written notice by mail had been given each stockholder of record." The majority of the outstanding stock was represented at the meeting. The voting was unanimous in favor of the proposed amendments. Therefore, we hereby request the Secretary of State of the State of Utah to certify these amendments as set forth. In witness whereof, we have duly executed this instrument this 29th day of February, 1960 at Salt Lake City, Utah. Attest: ALLIED OIL AND MINERALS COMPANY /s/ [ILLEGIBLE] By: [ILLEGIBLE] - ----------------------- ----------------------- Secretary President STATE OF UTAH ) ) SS COUNTY OF SALT LAKE) Before me, a Notary Public, within and for said County and State, personally appeared Paul C. Lyon and K. Ryan, known to me to be the identical persons who executed the foregoing instrument, and who being first duly sworn, deposed and acknowledged to me that they are the President and Secretary, respectively, of Allied Oil and Minerals Company, on whose behalf they executed the same as their free and voluntary act and deed for the uses and purposes therein set forth. In witness whereof, I have hereunto set my hand and affixed my official seal this 29th day of February, 1969 at Salt Lake City, Utah My commission expires: /s/ [ILLEGIBLE] -------------------------------- June 13, 1962 Notary Public residing in Salt Lake County, Utah Statement of Domestic Corporation Required by Title 18 of the Revised Statutes of Utah, 1933 ---------- We, the president (or vice-president) and secretary (or treasurer) of RED HILLS MINING COMPANY a corporation being organized under the laws of the State of Utah, do hereby certify and declare: 1. That the principal office and place of business in Utah will be at 501 Atlas Bldg., Salt Lake City, Utah. 2. That the general nature of the business of said corporation to be transacted in the State of Utah is Mining 3. That the names and addresses of the principal officers of said corporation are as follows: Name Address Paul C. Lyon President Salt Lake City, Utah. T.E. Wessel Vice-President Gold Hill, Utah A.A. Atkins Secretary Salt Lake City, Utah A.A. Atkins Treasurer Salt Lake City, Utah Paul C. Lyon General Manager Salt Lake City, Utah. 4. The amount of the authorized capital stock of said corporation is Twenty Thousand ($20,000.00) ------------------------------ Dollars. Common $20,000.00 Preferred $ none 5. The amount of capital stock subscribed is Common $20,000.00 Preferred $ none 6. The amount of capital stock actually paid in, in cash or property is Twenty Thousand ($20,000.00) ------------------------------ Dollars. 7. The proportion and amount of the capital stock of said corporation represented by its property located in Utah or to be acquired therein and by its business to be transacted therein is none Dollars. /s/ Paul C. Lyon -------------------- President /s/ A.A. Atkins --------------------- Secretary-Treasurer STATE OF Utah ) ss. COUNTY Salt Lake On this 28th day of February A.D. 19__. personally appeared before me, a Notary Public in and for said County and State Paul C. Lyon and A.A. Atkins who are respectively president (or vice-president) and secretary (or treasurer) of the above described corporation and made oath that the foregoing statement by them subscribed is true in substance and in fact. /s/ [ILLEGIBLE] ---------------------- Notary Public Residing at Salt Lake City, Utah. My Commission expires Feb. 19 1941 STATE OF UTAH ) :SS County of Salt Lake ) Paul C. Lyon, Ruth P. Lyon and D.W. Adamson, three of the incorporators end subscribers to the Articles of Incorporation of RED HILLS MINING COMPANY, depose and say: That it is bona fide their intention and the intention of all the said incorporators hereto, to commence and carry on the business of said corporation as mentioned in said agreement, in accordance with the foregoing Articles; that the full amount of the stock subscribed by each and all of the subscribers to the foregoing Agreement and the total capital stock of said corporation has been fully paid by the transfer to and acceptance by the corporation of the property therein described, and [ILLEGIBLE] believe said property to be of the fair cash market value for which it has been accepted by this corporation. /s/ Paul C. Lyons --------------------------- /s/ Ruth P. Lyons --------------------------- /s/ D.W. Admanson --------------------------- --------------------------- Subscribed and sworn to before me this 3 day of Mar. /s/ [ILLEGIBLE] --------------------------- Notary Public My commission expires Residing at Salt Lake City Feb. 19 1940 ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF ALLIED OIL AND MINERAL COMPANY [ILLEGIBLE SEAL] Pursuant to the provisions of Section 16-10-54 of the Utah Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is: ALLIED OIL AND MINERAL COMPANY. SECOND: The following amendments of the Articles of Incorporation were adopted by the shareholders of the corporation on January 8, 1971, in the manner prescribed by the Utah Business Corporation Act: Article One of the Articles of Incorporation presently provides as follows: ARTICLE I That the name of this Corporation is and shall be: ALLIED OIL AND MINERAL COMPANY. Article One of the Articles of Incorporation is amended to read as follows: ARTICLE I The name of the corporation is: COMMUNITY EQUITIES CORPORATION. Article Two of the Articles of Incorporation presently provides as follows: ARTICLE II The period of its existence shall be one hundred years unless sooner dissolved or disincorporated according to law. Article Two of the Articles of Incorporation is amended to read as follows: ARTICLE II The period or the existence or this Corporation shall be perpetual. Article Four of the Articles of Incorporation presently provides as follows: ARTICLE IV The capital stock of this Corporation shall be $40,000.00 divided into 4,000,000 shares of $.01 per share. Article Four of the Articles of Incorporation is amended to read as follows: ARTICLE IV The capital stock of this corporation shall be one hundred and fifty thousand dollars ($150,000.00) divided into fifteen million (15,000,000) shares of a par value of one cent (1(cent)) each. All of said stock shall be issued without any pre-emptive right, or option, other than hereinabove provided, to any stockholder and the stock may be sold accordingly and under such terms and conditions as may be specified by the Board of Directors. Article Thirteen of the Articles of Incorporation presently provides as follows: ARTICLE XIII The capital stock of this corporation shall be assessable. Article Thirteen of the Articles of Incorporation is amended to read as follows: ARTICLE XIII The stock of the corporation shall be non-assessable. THIRD: The number of shares of the corporation outstanding at the time of such adoption was 1,293,109, and the number of shares entitled to vote thereon was 1,293,109. FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: Class Number of Shares ----- ---------------- Common 1,293,109 FIFTH: The number of shares voted for such amendment was 787,400, and the number of shares voted against such amendment was 4,000. 2 SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: Number of Shares Voted ---------------------- Class For Against ----- --- ------- Common 787,400 4,000 SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: NONE EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: Capital increased from $40, 000 divided into 4,000,000 shares of $.01 per share to $150, 000. 00 divided into 15, 000, 000 shares of a par value of $.01 each. Dated this 21st day of January 1971. By /s/ [ILLEGIBLE] ------------------------ Its President By /s/ [ILLEGIBLE] ------------------------ Its Secretary STATE OF UTAH ) : ss. COUNTY OF SALT LAKE) I, /s/ Phyllis A. Birrell a Notary Public, do hereby certify that on this 21st day of January 1971, personally appeared before me DONALD D. GLENN and GWEN G. ADAMSON, who, being by me first duly sworn, declared that they were the President and Secretary, respectively, of ALLIED OIL AND MINERALS COMPANY, that they signed the foregoing document as President and Secretary of the corporation, and that the statements therein contained are true. /s/ Phyllis A. Birrell ------------------------------- NOTARY PUBLIC Residing in Salt Lake County My commission expires: Feb 19 - 1974 -3- ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF COMMUNITY EQUITIES CORPORATION RECEIVED OFFICE OF SECRETARY OF STATE Pursuant to the provisions of Section 16-10-54 of the Utah Business Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation is: COMMUNITY EQUITIES CORPORATION, formerly Allied Oil and Mineral Company. SECOND: The following amendments to the Articles of Incorporation were adopted by the shareholders of the corporation at their annual meeting held on February 26, 1972, in the manner prescribed by the Utah Business Corporation Act: Article VII of the Articles of Incorporation presently provide as follows: "ARTICLE VII "The officers of the corporation and their qualifications shall be: "(1) A Board of not less than three nor more than nine directors. The corporation shall begin business with a board of SEVEN directors, but the Board of directors by resolution or by-laws may at any time increase such number to nine or decrease such number to three without amending these articles. "(2) A President "(3) A Vice President "(4) A Secretary "(5) A Treasurer, and "(6) Such other subordinate officers or agents, including assistant to secretary or treasurer, -1- as may be appointed by the Board of Directors or provided by the by-laws. "Any two of the above offices except president and vice president, may be held by the same person. Directors must be stockholders as shown by the books of the corporation, and the president and vice president must be directors. Whenever any director ceases to be a stockholder of record, he shall cease to be a director. Vacancies in the Board, caused by death, resignation or disqualification, shall be filled by the remaining directors, who shall constitute a quorum for that purpose. The secretary and treasurer need not be directors or stockholders. "The affairs and business of the corporation shall be controlled and managed by the Board of Directors, which shall have power to mortgage or hypothecate or lease any of the property of the corporation without the consent, ratification or other action of stockholders, but it shall be necessary before a sale of the property can be made, to have the consent of a majority of the outstanding stock." Article VII of the Articles of Incorporation is amended to read as follows: "ARTICLE VII "The exact number of directors may from time to time be specified by the Bylaws, but not less than three nor more than nine. When the Bylaws shall not specify the exact number of directors, the number of directors shall be nine. Except as may otherwise be required by law, vacancies in the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by the directors then in office, though less than a quorum. "The directors shall have the power, if the Bylaws so provide, to hold their meetings and to have one or more offices within or without the State of Utah, and to keep the books, -2- documents and papers of the corporation (subject to the provisions of the laws of Utah) outside of the State of Utah at such places as may be from time to time designated by the Board of Directors. "No contract or transaction entered into by the corporation shall be affected by the fact that a director of the corporation is personally interested in it, if, at the meeting of the Board of Directors making, authorizing, or confirming such contract or transaction, the interested director discloses his interest therein and refrains from voting on such contract or transaction, and such contract or transaction is adopted or ratified by a majority of a quorum of directors present. "The corporation shall indemnify any and all persons who may serve or who have served at any time as directors or officers, or who at the request of the Board of Directors of the corporation may serve or at any time have served as directors or officers of another corporation in which the corporation at such time owned or may own shares of stock or of which it was or may be a creditor, and their respective heirs, administrators, successors, and assigns, against any and all expenses, including amounts paid upon judgments, counsel fees, and amounts paid in settlement (before or after suit is commenced), actually and necessarily incurred by such persons in connection with the defense or settlement of any claim, action, suit, or proceeding in which they, or any of them, are made parties, or a party, or which may be asserted against them or any of them, by reason of being or having been directors or officers or a director or officer of the corporation, or of such other corporation, except in relation to matters as to which any such director or officer or former director or officer or person shall be adjudged in any action, suit, or proceeding to be liable for his own negligence or misconduct in the performance of his duty. Such indemnification shall be in addition to any other -3- rights to which those indemnified may be entitled under any law, bylaw, agreement, vote of stockholders, or otherwise." Article IX of the Articles of Incorporation presently provides as follows: "ARTICLE IX "The regular annual meeting of stockholders of this corporation for the election of officers and the transaction of the general business of the corporation shall be held on the fourth Saturday in February, 1939, at the general office of the Company in Salt Lake City, Utah, at the hour of one o'clock P.M. No notice of the annual meeting need be given, but notice of special meetings must be given and such notice shall be sufficient if mailed to each stockholder at his last known address as shown by the books and records of the corporation not less than five days before the time fixed for such special meeting. The manner of voting at stockholders' meetings shall be by ballot or viva voce as those present shall determine, each stockholder being entitled to one vote, in person or by proxy, for each share of stock held by him. A majority of the issued stock shall be necessary to constitute a quorum at all annual and special meetings, but the holders of any lesser number of shares may adjourn from time to time or to a day certain. "The corporation may require a bond from the secretary, treasurer or any other officer of the company, conditioned for the faithful performance of the duties of such office. "Officers and directors may be removed and their successors elected in the manner provided by the laws of Utah, or in the absence of statute, by the vote of a majority of the outstanding stock of the corporation, at a meeting called for that purpose. "All meetings of stockholders and all regular meetings of directors shall be held at the general office of the corporation in Salt Lake City, Utah. Special meetings of the directors may be held anywhere in or outside of the State of -4- Utah, after at least five days notice thereof, which may be given in any manner, or the waiver of such notice by such directors as are not notified." Article IX of the Articles of Incorporation is amended to read as follows: "ARTICLE IX "Meetings of the shareholders may be held at the registered office of the corporation in the City of Salt Lake City or at such other place either within or without the State of Utah as shall be provided by the Bylaws of the corporation and the notices of such meetings." Article X of the Articles of Incorporation presently provides as follows: "ARTICLE X "The directors and officers who shall hold office until the first meeting of stockholders herein provided for, unless vacancies shall sooner occur, and until the election and qualification of their respective successors are as follows: Paul C. Lyon Director and President. T.E. Wessel Director and Vice President. J.W. Gebhart Director S.B. Robbins Director A.H. Christensen Director Walter H. Stookey Director D.W. Adamson Director." Article X of the Articles of Incorporation is amended to read as follows: "ARTICLE X "The purposes for which the corporation is formed are as follows: "(a) Directly, or through ownership of shares in any corporation, to purchase, lease, exchange, or otherwise acquire real estate and property, either improved or unimproved, and any interest therein; to own, hold, control, maintain, -5- manage, and develop the same; to erect, construct, maintain, improve, rebuild, enlarge, alter, manage, operate, and control all kinds of buildings, houses, hotels, apartments, stores, offices, warehouses, mills, shops, factories, machinery, and plants, and all structures and erections of any description on any lands owned, held, or leased by the corporation, or upon any other lands; to lease or sublet offices, stores, apartments, and other space in such building or buildings, and to sell, lease, sublet, mortgage, grant a security interest in, exchange, assign, transfer, convey, pledge, or otherwise alienate or dispose of any of such real estate and property, and any interest therein. "(b) Directly, or through ownership of shares in any corporation, to purchase or otherwise acquire, hold, manufacture, sell, exchange, mortgage, grant a security interest in, pledge, hypothecate, deal in, and dispose of commodities, building materials, and other personal and real property of every kind, and any interest therein. "(c) To purchase or otherwise acquire, hold, sell, exchange, pledge, hypothecate, underwrite, deal in and dispose of shares, bonds, notes, debentures, or other evidences of indebtedness and obligations and securities of any corporation, company, association, partnership, syndicate, entity, or person, domestic or foreign, or of any domestic or foreign state, government, or governmental authority or of any political or administrative subdivision or department thereof, and certificates or receipts of any kind representing or evidencing any interest in any such shares, bonds, notes, debentures, evidences of indebtedness, obligations, or securities; to issue its own shares, bonds, notes, debentures, or other evidences of indebtedness and obligations and securities for the acquisition of any such shares, bonds, notes, debentures, evidences of indebtedness, obligations, securities, certificates, or receipts purchased or acquired by it; and, while the owner -6- or holder of any such shares, bonds, notes, debentures, evidences of indebtedness, obligations, securities, certificates, or receipts, to exercise all the rights of ownership in respect thereof; and, to the extent now or hereafter permitted by law, to aid by loan, subsidy, guaranty or otherwise, those issuing, creating, or responsible for any such shares, bonds, notes, debentures, evidences of indebtedness, obligations, securities, certificates, or receipts. "(d) To purchase or otherwise acquire, hold, exchange, pledge, hypothecate, sell, deal in, and dispose of mortgages covering any kind of property, tax liens, and transfers of tax liens on real estate. "(e) To transact a general real estate agency and brokerage business, buying, selling, and dealing in real estate and real property and any interest therein, on commission, or otherwise, and renting and managing real estate; and to act as agent, nominee, or attorney-in-fact for any persons or corporations in buying, selling, holding, and dealing in real estate and any interest therein and chosen in action secured thereby and other personal property collateral thereto and in supervising, managing, and protecting such property and any interest therein and claims affecting same. "(f) To purchase or otherwise acquire, undertake, carry on, improve, or develop, all or any of the business, good will, rights, assets, and liabilities of any person, firm, association, or corporation carrying on any kind of business of a similar nature to that which this corporation is authorized to carry on, pursuant to the provisions of this certificate; and to hold, utilize, and in any manner dispose of the rights and property so acquired. "(g) To make any guaranty respecting dividends, shares, securities, indebtedness, interest, contracts, or other obligations so far as the same may be permitted to be done by corporations organized under the business corporation laws of the State of Utah. -7- "(h) To enter into any lawful arrangements for sharing profits, union of interest, reciprocal concession, or cooperations, with any corporation, association, partnership, syndicate, entity, person, or governmental, municipal, or public authority, domestic or foreign, in the carrying on of any business which the corporation is authorized to carry on or any business or transaction deemed necessary, convenient, or incidental to the carrying out of any of the purposes of the corporation. "(i) To enter into and make all necessary contracts for its business with any person, entity, partnership, association, corporation, domestic or foreign, or of any domestic or foreign state, government, or governmental authority, or of any political or administrative subdivision, or department thereof, and to perform and carry out, assign, cancel, or rescind any such contracts. "(j) To exercise all or any of the corporate powers and to carry out all or any of the purposes, enumerated herein or otherwise granted or permitted by law, while acting as agent, nominee, or attorney-in-fact for any persons or corporations, and to perform any service under contract or otherwise for any corporation, joint stock company, association, partnership, firm, syndicate, individual, or other entity, and in such capacity or under such arrangement to develop, improve, stabilize, strengthen, or extend the property and commercial interests thereof, and to aid, assist, or participate in any lawful enterprises in connection therewith or incidental to such agency, representation, or service, and to render any other service or assistance insofar as it lawfully may under the corporation laws of the State of Utah. "(k) To do everything necessary, proper, advisable, or convenient for the accomplishment of any of the purposes, or the attainment of any of the objects, or the furtherance of any of the powers herein set forth, either alone or in -8- association with others, and incidental or pertaining to, or growing out of, or connected with, its business or powers, provided the same be not inconsistent with the laws of the State of Utah. "Nothing herein contained shall be deemed or construed as authorizing, or permitting, or purporting to authorize or permit the corporation to carry on any business, exercise any power, or do any act which the corporation may not, under the business corporation laws of the State of Utah, lawfully carry on, exercise, or do. "The provisions in the clauses contained in this Article are to be construed both as purposes and powers and shall, except when otherwise expressed in this Article, be in no wise limited or restricted by reference to or inference from the terms of any other clause of this, or of any other, Article of this certificate, but each of the purposes and powers specified in this Article shall be regarded as independent purposes and powers; and the specification herein contained of particular powers is not intended to be, and shall not be held to be, in limitation of the general powers herein contained, or in limitation of the powers granted to corporations under the laws of the State of Utah, but is intended to be, and shall be held to be, in furtherance thereof." THIRD: The number of shares of the corporation outstanding at the time of such adoption was 6,535,545 shares. The number of shares entitled to vote thereon was 6,535,545 shares. FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: Class Number of Shares ----- ---------------- Common 6,535,545 FIFTH: The number of shares voted for such amendment was 4,013,705 and the number of shares voted against such amendment was 1,875. -9- SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: Number of Shares Voted ---------------------- Class For Against ----- --- ------- Common 4,013,705 1,875 SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclassification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: NONE. EIGHTH: The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows: NONE. Dated this 27th day of February, 1973. By /s/ Harold R. Smith ------------------------- Its President By /s/ Mildred J. Neill ------------------------- Its Secretary STATE OF [ILLEGIBLE] ) SS. COUNTY OF [ILLEGIBLE]) I, /s/ [ILLEGIBLE], a Notary Public, do hereby certify that on this 27th day of February, 1973, personally appeared before me HAROLD R. SMITH and MILDRED J. NEILL, who, being by me first duly sworn, declared that they were the President and Secretary, respectively, of COMMUNITY EQUITIES CORPORATION, that they signed the foregoing document as President and Secretary of the corporation, and that the statements therein contained are true. /s/ [ILLEGIBLE] -------------------------- Notary Public My commission expires: 7-23-76 -10- State of Utah Department of Commerce Division of Corporations and Commercial Code We hereby ratify that the foregoing has been filed and approved on this 13 day of Mar 98 by the office of this Division and hereby issue this Certificate thereof. Examiner /s/ BS Date 3/17/98 [SEAL] /s/ Korla B Woods ----------------- Korla B. Woods ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF COMMUNITY EQUITIES CORPORATION Pursuant to the provisions of Section 16-10a-1006 of the Utah Revised Business Corporation Act, ATLANTICA, INC., a Utah corporation, hereinafter referred to as the "Corporation," hereby adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: SECOND: THIRD: Article IV of the Articles of Incorporation presently provides as follows: The capital stock of the corporation shall be one hundred fifty thousand dollars ($150,000.00) divided into fifteen million (15,000,000) shares of a par value of one cent each. FOURTH: Article IV of the Articles of Incorporation is amended to read as follows: The authorized capital stock of the corporation shall be twenty-five million (25,000,000) shares of common stock, with a par value of $0.000l per share. FIFTH: By executing these Articles of Amendment to the Articles of incorporation, the president and secretary of the Corporation do hereby certify that on March 13, 1998, the foregoing amendment to the Articles of Incorporation of ATLANTICA, INC. was authorized and approved pursuant to section 16-l0a-1003 of the Utah Revised Business Corporation Act by the consent of the majority of the Corporation's shareholders. The number of issued and outstanding shares entitled to vote on the foregoing amendment to the Articles of Incorporation was 10,628,436 of which 7,575,508 shares voted for and no shares voted against the foregoing amendment to the Articles of Incorporation. No other class of shares was entitled to vote thereon as a class. DATED this 13th day of March, 1998. /s/ Gregory Aurre --------------------------- Gregory Aurre, President /s/ Gregory Aurre --------------------------- Gregory Aurre III, Secretary EX-99.E 6 NATIONAL QUOTATION BUREAU REPORT NATIONAL QUOTATION BUREAU, LLC ================================================================================ DECEMBER 23, 1997 A REPORT QUOTATIONS-FROM THE PINK SHEETS AND THE NATIONAL QUOTATION BUREAU STOCK SUMMARY ISSUE: ALLIED OIL & MINERALS CO. (UTAH) COMMON - -------------------------------------------------------------------------------- Name Changed January 1971 to Community Equities Corp. Last Available price April 1, 1974 Bid .02 Offer .05 MARKET MAKER ACTIVITY APR. 1 Potter Investment Co. Salt Lake City, Utah LAST KNOWN ADDRESS 731 East South Temple, Salt Lake City , Utah 84102 TRANSFER AGENT Transglobal Securities Ltd., Columbus NO RECORD RED HILLS MINING CO. 11 Penn Plaza, 15th Floor, New York, NY 10001 TEL: (212) 868-7100 / FAX: (212) 868-3848 2 NOTE: THE INFORMATION IS COMPILED WITH CARE FROM SOURCES BELIEVED TO BE RELIABLE BUT WE CANNOT GUARANTEE THE ACCURACY NOR WARRANTEE ITS USE FOR ANY PURPOSE. NOTE: THE ABOVE QUOTATIONS REPRESENT PRICES BETWEEN DEALERS AND DO NOT INCLUDE RETAIL MARKUP, MARKDOWN OR COMMISSION. THEY DO NOT REPRESENT ACTUAL TRANSACTIONS AND HAVE NOT BEEN ADJUSTED FOR STOCK DIVIDENDS OR SPLITS. NATIONAL QUOTATION BUREAU, LLC /s/ Evelyn Walsh EVEYLN WALSH VICE-PRESIDENT EW/js -----END PRIVACY-ENHANCED MESSAGE-----