-----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, CitGIC1E7YXayuTZbyZ25DVAWaG5VMR8ZqCQqtR/y1yHAVW0hql4pPpbXbCKTYyz Lem80qm1aQfCyLx+b8E9KA== 0001012895-98-000045.txt : 19980803 0001012895-98-000045.hdr.sgml : 19980803 ACCESSION NUMBER: 0001012895-98-000045 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19980730 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: REXFORD INC CENTRAL INDEX KEY: 0001065189 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 870502701 STATE OF INCORPORATION: UT FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-24721 FILM NUMBER: 98674479 BUSINESS ADDRESS: STREET 1: 1661 LAKEVIEW CIRCLE CITY: OGDEN STATE: UT ZIP: 84403 BUSINESS PHONE: 8013993632 10SB12G 1 FORM 10SB 1 As filed with the Securities and Exchange Commission on July 31, 1998 Registration No. _______________ ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-SB GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS Under Section 12(b) or (g) of the Securities Exchange Act of 1934 REXFORD, INC. ---------------------------------------------- (Name of Small Business Issuer in its Charter) Delaware 87-0502701 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7777 East Main Street, # 210, Scottsdale, Arizona 85251 -------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Issuer's telephone number: (602) 945-5343 -------------- 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 N/A N/A Securities to be registered under Section 12(g) of the Act: Common Stock, par value $0.001 per share ---------------------------------------- (Title of Class) ============================================================================== 2 REXFORD, INC. FORM 10-SB TABLE OF CONTENTS PART 1 Page Item 1. Description of Business ..................................... 3 Item 2. Management's Discussion and Analysis or Plan of Operation ... 9 Item 3. Description of Property...................................... 10 Item 4. Security Ownership of Certain Beneficial Owners and Management.............................................. 10 Item 5. Directors, Executive Officers, Promoters and Control Persons......................................... 11 Item 6. Executive Compensation....................................... 12 Item 7. Certain Relationships and Related Transactions............... 13 Item 8. Description of Securities.................................... 13 PART II Item 1. Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters................. 14 Item 2. Legal Proceedings............................................ 15 Item 3. Changes in and Disagreements with Accountants................ 15 Item 4. Recent Sales of Unregistered Securities...................... 16 Item 5. Indemnification of Directors and Officers.................... 16 PART F/S Financial Statements......................................... 17 PART III Item 1. Index to Exhibits............................................ 26 Signatures................................................... 27 3 PART I ITEM 1. DESCRIPTION OF BUSINESS Corporate History - ----------------- (a) Initial Business Activities --------------------------- The Registrant was incorporated on February 14, 1983, in the state of Utah under the name Chelsea Energy Corporation (hereinafter the "Registrant" or the "Company"). In connection with its formation, a total of 1,047,000 shares of its common stock were issued to the founders of the Company. In March 1985, the Company sold 3,000,000 shares of its common stock in connection with a public offering at a price of $0.01 per share. The public offering was registered with the Utah Securities Division pursuant to Section 61-1-10, Utah Code Annotated, as amended. The offering was exemption from federal registration pursuant to Regulation D, Rule 504, promulgated under the Securities Act of 1933, as amended. The Company was initially formed to provide professional consulting services to local government units. In April 1989, the Company formed California Cola Distributing Company, Inc. ("CCDCI")under the laws of the state of Delaware as a wholly-owned subsidiary. In May 1989, the Company merged into its subsidiary, CCDCI, in connection with a reincorporation merger. As a result of the reincorporation merger, the Company changed its domicile to the state of Delaware from the state of Utah and changed its name from Chelsea Energy Corporation to California Cola Distributing Company, Inc. In October 1992, the Company effected a sale of its wholly-owned subsidiary, CCDCI to California Cola Group Incorporated, a principal shareholder of the Company and changed the its name to Rexford, Inc. (b) Current Business Activities ---------------------------- Since divesting itself of CCDCI, the Registrant has had no operations is now seeking potential business acquisition or opportunities to enter in an effort to commence business operations. The Registrant does not propose to restrict its search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Registrant has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors. The selection of a business opportunity in which to participate is complex and risky. Additionally, as the Registrant has only limited resources, it may be difficult to find good opportunities. There can be no assurance that the Registrant will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to the Registrant and its shareholders. The Registrant will select any potential business opportunity based on management's business judgment. The activities of the Registrant are subject to several significant risks which arise primarily as a result of the fact that the Registrant has no specific business and may acquire or participate in a business opportunity based on the decision of management which potentially could act without the consent, vote, or approval of the Registrant's shareholders. 4 Since divesting itself of CCDCI, the directors have determined that the Registrant should become active in seeking potential operating businesses and business opportunities with the intent to acquire or merge with such businesses. The Registrant then began to consider and investigate potential business opportunities. Because of the Registrant's current status having no assets and no recent operating history, in the event the Registrant does successfully acquire or merge with an operating business opportunity, it is likely that the Registrant's present shareholders will experience substantial dilution and there will be a probable change in control of the Registrant. The Registrant is voluntarily filing its registration statement on Form 10SB in order to make information concerning itself more readily available to the public. Management believes that being a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), could provide a prospective merger or acquisition candidate with additional information concerning the Registrant. In addition, management believes that this might make the Registrant more attractive to an operating business opportunity as a potential business combination candidate. As a result of filing its registration statement, the Registrant is obligated to file with the Commission certain interim and periodic reports including an annual report containing audited financial statements. The Registrant intends to continue to voluntarily file these periodic reports under the Exchange Act even if its obligation to file such reports is suspended under applicable provisions of the Exchange Act. Any target acquisition or merger candidate of the Registrant will become subject to the same reporting requirements as the Registrant upon consummation of any such business combination. Thus, in the event that the Registrant successfully completes an acquisition or merger with another operating business, the resulting combined business must provide audited financial statements for at least the two most recent fiscal years or, in the event that the combined operating business has been in business less than two years, audited financial statements will be required from the period of inception of the target acquisition or merger candidate. Sources of Business Opportunities - --------------------------------- The Registrant intends to use various sources in its search for potential business opportunities including its officers and directors, consultants, special advisors, securities broker-dealers, venture capitalists, members of the financial community and others who may present management with unsolicited proposals. Because of the Registrant's lack of capital, it may not be able to retain on a fee basis professional firms specializing in business acquisitions and reorganizations. Rather, the Registrant will most likely have to rely on outside sources, not otherwise associated with the Registrant, that will accept their compensation only after the Registrant has finalized a successful acquisition or merger. To date, the Registrant has not engaged nor entered into any discussions, negotiations, agreements nor understandings regarding retention of any consultant to assist the Registrant in its search for business opportunities, nor is management presently in a position to actively seek or retain any prospective consultants for these purposes. 5 The Registrant does not intend to restrict its search to any specific kind of industry or business. The Registrant may investigate and ultimately acquire a venture that is in its preliminary or development stage, is already in operation, or in various stages of its corporate existence and development. Management cannot predict at this time the status or nature of any venture in which the Registrant may participate. A potential venture might need additional capital or merely desire to have its shares publicly traded. The most likely scenario for a possible business arrangement would involve the acquisition of, or merger with, an operating business that does not need additional capital, but which merely desires to establish a public trading market for its shares. Management believes that the Registrant could provide a potential public vehicle for a private entity interested in becoming a publicly held corporation without the time and expense typically associated with an initial public offering. Evaluation - ---------- Once the Registrant has identified a particular entity as a potential acquisition or merger candidate, management will seek to determine whether acquisition or merger is warranted or whether further investigation is necessary. Such determination will generally be based on management's knowledge and experience, or with the assistance of outside advisors and consultants evaluating the preliminary information available to them. Management may elect to engage outside independent consultants to perform preliminary analysis of potential business opportunities. However, because of the Registrant's lack of capital it may not have the necessary funds for a complete and exhaustive investigation of any particular opportunity. In evaluating such potential business opportunities, the Registrant will consider, to the extent relevant to the specific opportunity, several factors including potential benefits to the Registrant and its shareholders; working capital, financial requirements and availability of additional financing; history of operation, if any; nature of present and expected competition; quality and experience of management; need for further research, development or exploration; potential for growth and expansion; potential for profits; and other factors deemed relevant to the specific opportunity. Because the Registrant has not located or identified any specific business opportunity as of the date hereof, there are certain unidentified risks that cannot be adequately expressed prior to the identification of a specific business opportunity. There can be no assurance following consummation of any acquisition or merger that the business venture will develop into a going concern or, if the business is already operating, that it will continue to operate successfully. Many of the potential business opportunities available to the Registrant may involve new and untested products, processes or market strategies which may not ultimately prove successful. 6 Form of Potential Acquisition or Merger - --------------------------------------- Presently, the Registrant cannot predict the manner in which it might participate in a prospective business opportunity. Each separate potential opportunity will be reviewed and, upon the basis of that review, a suitable legal structure or method of participation will be chosen. The particular manner in which the Registrant participates in a specific business opportunity will depend upon the nature of that opportunity, the respective needs and desires of the Registrant and management of the opportunity, and the relative negotiating strength of the parties involved. Actual participation in a business venture may take the form of an asset purchase, lease, joint venture, license, partnership, stock purchase, reorganization, merger or consolidation. The Registrant may act directly or indirectly through an interest in a partnership, corporation, or other form of organization, however, the Registrant does not intend to participate in opportunities through the purchase of minority stock positions. Because of the Registrant's current status and recent inactive status for the prior eight years, and its concomitant lack of assets or relevant operating history, it is likely that any potential merger or acquisition with another operating business will require substantial dilution of the Registrant's existing shareholders. There will probably be a change in control of the Registrant, with the incoming owners of the targeted merger or acquisition candidate taking over control of the Registrant. Management has not established any guidelines as to the amount of control it will offer to prospective business opportunity candidates, since this issue will depend to a large degree on the economic strength and desirability of each candidate, and corresponding relative bargaining power of the parties. However, management will endeavor to negotiate the best possible terms for the benefit of the Registrant's shareholders as the case arises. Management does not have any plans to borrow funds to compensate any persons, consultants, promoters, or affiliates in conjunction with its efforts to find and acquire or merge with another business opportunity. Management does not have any plans to borrow funds to pay compensation to any prospective business opportunity, or shareholders, management, creditors, or other potential parties to the acquisition or merger. In either case, it is unlikely that the Registrant would be able to borrow significant funds for such purposes from any conventional lending sources. In all probability, a public sale of the Registrant's securities would also be unfeasible, and management does not contemplate any form of new public offering at this time. In the event that the Registrant does need to raise capital, it would most likely have to rely on the private sale of its securities or loans from its officers and directors. Such a private sale would be limited to persons exempt under the Commission's Regulation D or other rule or provision for exemption, if any applies. However, no private sales are contemplated by the Registrant's management at this time. If a private sale of the Registrant's securities is deemed appropriate in the future, management will endeavor to acquire funds on the best terms available to the Registrant. However, there can be no assurance that the Registrant will be able to obtain funding when and if needed, or that such funding, if available, can be obtained on terms reasonable or acceptable to the Registrant. The Registrant does not anticipate using Regulation S promulgated under the Securities Act of 1933 to raise any funds any time within the next year, subject only to its potential applicability after consummation of a merger or acquisition. 7 Although not presently anticipated by management, there is a remote possibility that the Registrant might sell its securities to its management or affiliates. In the event of a successful acquisition or merger, a finder's fee, in the form of cash or securities of the Registrant, may be paid to persons instrumental in facilitating the transaction. The Registrant has not established any criteria or limits for the determination of a finder's fee, although most likely an appropriate finder's fee will be negotiated between the parties, including the potential business opportunity candidate, based upon economic considerations and reasonable value as estimated and mutually agreed at that time. A finder's fee would only be payable upon completion of the proposed acquisition or merger in the normal case, and management does not contemplate any other arrangement at this time. Management has not actively undertaken a search for, nor retention of, any finder's fee arrangement with any person. It is possible that a potential merger or acquisition candidate would have its own finder's fee arrangement, or other similar business brokerage or investment banking arrangement, whereupon the terms may be governed by a preexisting contract; in such case, the Registrant may be limited in its ability to affect the terms of compensation, but most likely the terms would be disclosed and subject to approval pursuant to submission of the proposed transaction to a vote of the Registrant's shareholders. Management cannot predict any other terms of a finder's fee arrangement at this time. It would be unlikely that a finder's fee payable to an affiliate of the Registrant would be proposed because of the potential conflict of interest issues. If such a fee arrangement was proposed, independent management and directors would negotiate the best terms available to the Registrant so as not to compromise the fiduciary duties of the affiliate in the proposed transaction, and the Registrant would require that the proposed arrangement would be submitted to the shareholders for prior ratification in an appropriate manner. Management does not contemplate that the Registrant would acquire or merge with a business entity in which any affiliates of the Registrant have an interest. Any such related party transaction, however remote, would be submitted for approval by an independent quorum of the Board of Directors and the proposed transaction would be submitted to the shareholders for prior ratification in an appropriate manner. None of the Registrant's managers, directors, or other affiliated parties have had any contact, discussions, or other understandings regarding any particular business opportunity at this time, regardless of any potential conflict of interest issues. Accordingly, the potential conflict of interest is merely a remote theoretical possibility at this time. Rights of Shareholders - ---------------------- It is presently anticipated by management that prior to consummating a possible acquisition or merger, the Registrant will seek to have the transaction ratified by shareholders in the appropriate manner. Most likely, this would require a general or special shareholder's meeting called for such purpose. Section 228 of the Delaware Corporations Law provides that any action which may be taken at any annual or special meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder of the outstanding stock 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. 8 However, a shareholder's meeting is normally the most expeditious procedure, wherein all shareholder's would be entitled to vote in person or by proxy. In the notice of such a shareholder's meeting and proxy statement, the Registrant will provide shareholders complete disclosure documentation concerning a potential acquisition of merger candidate, including financial information about the target and all material terms of the acquisition or merger transaction. Competition - ----------- Because the Registrant has not identified any potential acquisition or merger candidate, it is unable to evaluate the type and extent of its likely competition. The Registrant is aware that there are several other public companies with only nominal assets that are also searching for operating businesses and other business opportunities as potential acquisition or merger candidates. The Registrant will be in direct competition with these other public companies in its search for business opportunities and, due to the Registrant's lack of funds, it may be difficult to successfully compete with these other companies. Employees - --------- As of the date hereof, the Registrant does not have any employees and has no plans for retaining employees until such time as the Registrant's business warrants the expense, or until the Registrant successfully acquires or merges with an operating business. The Registrant may find it necessary to periodically hire part-time clerical help on an as-needed basis. Facilities - ---------- The Registrant is currently using as its principal place of business the personal residence of its President and Director located in Scottsdale, Arizona. Although the Registrant has no written agreement and pays no rent for the use of this facility, it is contemplated that at such future time as an acquisition or merger transaction may be completed, the Registrant will secure commercial office space from which it will conduct its business. Until such an acquisition or merger, the Registrant lacks any basis for determining the kinds of office space or other facilities necessary for its future business. The Registrant has no current plans to secure such commercial office space. It is also possible that a merger or acquisition candidate would have adequate existing facilities upon completion of such a transaction, and the Registrant's principal offices may be transferred to such existing facilities. 9 Item 2. Management's Discussion and Analysis or Plan of Operation Overview - -------- The Registrant is considered a development stage company with no assets or capital and with no operations or income since approximately 1992. The costs and expenses associated with the preparation and filing of this registration statement and other operations of the Registrant have been paid for by shareholders of the Registrant, specifically Mark A. Scharmann (see Item 4, Security Ownership of Certain Beneficial Owners and Management). It is anticipated that the Registrant will require only nominal capital to maintain the corporate viability of the Registrant and necessary funds will most likely be provided by the Registrant's existing shareholders or its officers and directors in the immediate future. However, unless the Registrant is able to facilitate an acquisition of or merger with an operating business or is able to obtain significant outside financing, there is substantial doubt about its ability to continue as a going concern. In the opinion of management, inflation has not and will not have a material effect on the operations of the Registrant until such time as the Registrant successfully completes an acquisition or merger. At that time, management will evaluate the possible effects of inflation on the Registrant as it relates to its business and operations following a successful acquisition or merger. Plan of Operation - ----------------- During the next twelve months, the Registrant will actively seek out and investigate possible business opportunities with the intent to acquire or merge with one or more business ventures. In its search for business opportunities, management will follow the procedures outlined in Item 1 above. Because the Registrant lacks funds, it may be necessary for the officers and directors to either advance funds to the Registrant or to accrue expenses until such time as a successful business consolidation can be made. Management intends to hold expenses to a minimum and to obtain services on a contingency basis when possible. The Registrant's directors may receive compensation for services provided to the Company until such time as an acquisition or merger can be accomplished. However, if the Registrant engages outside advisors or consultants in its search for business opportunities, it may be necessary for the Registrant to attempt to raise additional funds. As of the date hereof, the Registrant has not made any arrangements or definitive agreements to use outside advisors or consultants or to raise any capital. In the event the Registrant does need to raise capital most likely the only method available to the Registrant would be the private sale of its securities. It is unlikely that it could make a public sale of securities or be able to borrow any significant sum from either a commercial or private lender. There can be no assurance that the Registrant will be able to obtain additional funding when and if needed, or that such funding, if available, can be obtained on terms acceptable to the Registrant. 10 The Registrant does not intend to use any employees, with the possible exception of part-time clerical assistance on an as-needed basis. Outside advisors or consultants will be used only if they can be obtained for minimal cost or on a deferred payment basis. Management is confident that it will be able to operate in this manner and to continue its search for business opportunities during the next twelve months. Item 3. Description of Property The information required by this Item 3 is not applicable to this Form 10SB due to the fact that the Registrant does not own or control any material property. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following tables sets forth the number of shares of the Registrant's Common Stock, par value $0.001, held by each person who is believed to be the beneficial owner of 5% or more of the 57,106,420 shares of the Registrant's common stock outstanding at June 30, 1998, based on the Registrant's transfer agent's list, and the names and number of shares held by each of the Registrant's officers and directors and by all officers and directors as a group. Title of Name and Address Amount and Nature of Percent Class Of Beneficial Owner Beneficial Ownership (1) of Class - -------- ------------------- ------------------------- -------- Common Dennis Blomquist 9,644,212 D 16.88 777 East Main St. #210 Scottsdale, AZ 85251 Common Mark A. Scharmann 42,155,420 D 73.81 1661 Lakeview Circle 10,000 I .01 Ogden, UT 84403 50,000 I .08 Officers, Directors and Nominees Common Dennis Blomquist ------------See Table Above------------ Common Ron A. Featherstone 150,000 D .26 Common Mark A. Scharmann ------------See Table Above------------ Common Tom Sollami 150,000 D .26 All Officers, Directors, and Nominees as a Group (4 Persons) 55,099,632 D 96.49 60,000 I .10 ---------- ----- 55,159,632 96.59 ========== ===== - -------------------------------- (1) All shares are owned directly (D) or indirectly (I), beneficially and of record and the shareholder has sole voting, investment and dispositive power. (2) Shares beneficially held of record by Troika Capital Investment, of which Mr. Scharmann is the principal owner and shareholder. (3) Shares beneficially held of record by Rachel Leslie, the spouse of Mr. Scharmann, and which Mr. Scharmann disclaims beneficial ownership. 11 Item 5. Directors, Executive Officers, Promoters and Control Persons The names of the Registrant's executive officers and directors and the positions held by each of them are set forth below: Name Position - ---- -------- Dennis Blomquist President and Director Ron A. Featherstone Vice President and Director Mark A. Scharmann Treasurer and Director Tom Sollami Secretary and Director The term of office of each director is one year and until his successor is elected at the Registrant's annual shareholders' meeting and is qualified, subject to removal by the shareholders. The term of office for each officer is for one year and until a successor is elected at the annual meeting of the board of directors and is qualified, subject to removal by the board of directors. Biographical Information Set forth below is certain biographical information with respect to each of the Registrant's officers and directors. Dennis Blomquist age 46, has served as an officer and director of the Registrant since 1992. For the past five years, Mr. Blomquist has been an self-employed business consultant providing data base administration, development and computer related services. From June 1996 to December 1997, Mr. Blomquist work for Parami Productions, Inc., Studio City, California, a film and television development company as director of development. Ron A. Featherstone, age 46, has served as an officer and director of the Registrant since 1992. Since July 1995, Mr. Featherstone has been the executive vice president for Investors First Ventures, Ltd, Scottsdale, Arizona, a financial consulting firm. From 1993 through June 1995, Mr. Featherstone was the area sales manager for Clarke Publications, Irwindale, California. Tom Sollami, age 47, has served as an officer and director of the Registrant since 1992. Mr. Sollami has been employed as the Security Coordinator of the Doubletree Hotel, Salt Lake City, Utah, since February 1998. Mark A. Scharmann, age 39, has been vice-president and a director of the Company since February 1997. Since 1979, Mr. Scharmann has been the principal owner of Troika Capital, Inc., Ogden, Utah, a financial consulting company. 12 ITEM 6. EXECUTIVE COMPENSATION The Registrant has not had a bonus, profit sharing, or deferred compensation plan for the benefit of its employees, officers or directors. The Registrant has not paid any salaries or other compensation to its officers, directors or employees for the years ended September 30, 1997, 1996 and 1995, nor at any time during 1997, 1996 or 1995. Further, the Registrant has not entered into an employment agreement with any of its officers, directors or any other persons and no such agreements are anticipated in the immediate future. It is intended that the Registrant's directors may be compensated for services provided to the Company until such time as an acquisition or merger can be accomplished. As of the date hereof, no person has accrued any compensation from the Registrant. The following tables set forth certain summary information concerning the compensation paid or accrued for each of the Registrant's last three completed fiscal years to the Registrant's or its principal subsidiaries chief executive officer and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at September 30, 1997, the end of the Registrant's last completed fiscal year): SUMMARY COMPENSATION TABLE
Long Term Compensation ---------------------- Annual Compensation Awards Payouts Other Restricted Name and Annual Stock Options LTIP All other Principal Position Year Salary Bonus($) Compensation Awards /SARs Payout Compensation - ------------------ ---- ------ -------- ------------ ------ ------- ------ ------------ Dennis Blomquist 1997 $ -0- -0- -0- -0- -0- -0- -0- President and CEO 1996 $ -0- -0- -0- -0- -0- -0- -0- 1995 $ -0- -0- -0- -0- -0- -0- -0-
Options/SAR Grants in Last Fiscal Year None. Bonuses and Deferred Compensation None. Compensation Pursuant to Plans None. Pension Table Not Applicable. Other Compensation None. 13 ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Mark A. Scharmann, an officer and directors of the Company has advanced money to the Company during the six months ending March 31, 1998 and 1997. The advances are bearing interest at a rate of 10% and have no maturity date. The balance of advances amounted to $19,713at March 31, 1998. On June 29, 1998, Mr. Scharmann agreed to convert $35,570.81 (which amount represents the principal and accrued interest on the note at that date) into 17,785,405 shares of the Registrant's common stock. ITEM 8. DESCRIPTION OF SECURITIES General - ------- The Registrant is authorized to issue one hundred million shares of common stock, par value $0.001 per share (the "Common Stock"). There are 57,106,420 shares of Common Stock and no shares of Preferred Stock issued and outstanding as of June 30, 1998. The holders of Common Stock are entitled to one vote per share on each matter submitted to a vote at any meeting of shareholders. Shares of Common Stock do not carry cumulative voting rights and, therefore, a majority of the shares of outstanding Common Stock will be able to elect the entire board of directors and, if they do so, minority shareholders would not be able to elect any persons to the board of directors. The Registrant's bylaws provide that a majority of the issued and outstanding shares of the Registrant constitutes a quorum for shareholders' meetings, except with respect to certain matters for which a greater percentage quorum is required by statute or the bylaws. Shareholders of the Registrant have no preemptive rights to acquire additional shares of Common Stock or other securities. The Common Stock is not subject to redemption and carries no subscription or conversion rights. In the event of liquidation of the Registrant, the shares of Common Stock are entitled to share equally in corporate assets after satisfaction of all liabilities. Holders of Common Stock are entitled to receive such dividends as the board of directors may from time to time declare out of funds legally available for the payment of dividends. The Registrant seeks growth and expansion of its business through the reinvestment of profits, if any, and does not anticipate that it will pay dividends in the foreseeable future 14 PART II Item 1. Market Price of and Dividends on the Registrant's Common Equity and Other Shareholder Matters No shares of the Company's common stock have previously been registered with the Securities and Exchange Commission (the "Commission") or any state securities agency or authority. The Company intends to make an application to the NASD for the Company's shares to be quoted on the OTC Bulletin Board. The Company's application to the NASD will consist of current corporate information, financial statements and other documents as required by Rule 15c2-11 of the Securities Exchange Act of 1934, as amended. Inclusion on the OTC Bulletin Board permits price quotations for the Company's shares to be published by such service. The Company is not aware of any established trading market for its common stock nor is there any record of any reported trades in the public market in recent years. The Company's common stock has not traded in a public market since 1992. If and when the Company's common stock is traded in the over-the-counter market, most likely the shares will be subject to the provisions of Section 15(g) and Rule 15g-9 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain requirements for transactions in penny stocks and Rule 15g-9(d)(l) incorporates the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act. The Commission generally defines penny stock to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. Rule 3a51-1 provides that any equity security is considered to be a penny stock unless that security is: registered and traded on a national securities exchange meeting specified criteria set by the Commission; authorized for quotation on The NASDAQ Stock Market; issued by a registered investment company; excluded from the definition on the basis of price (at least $5.00 per share) or the issuer's net tangible assets; or exempted from the definition by the Commission. If the Company's shares are deemed to be a penny stock, trading in the shares will be subject to additional sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors, generally persons with assets in excess of $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse. For transactions covered by these rules, broker-dealers must make a special suitability determination for the purchase of such securities and must have received the purchaser's written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the first transaction, of a risk disclosure document relating to the penny stock market. A broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Consequently, these rules may restrict the ability of broker- dealers to trade and/or maintain a market in the Company's common stock and may affect the ability of shareholders to sell their shares. As of July 22, 1998 there were 74 shareholders of record of the Company's common stock. There are no reported bid or asked prices for the Company's shares. 15 As of July 22, 1998, the Company has issued and outstanding 57,106,420 shares of common stock. Of this total, 16,297,000 shares were issued in transactions more than two years ago, and may be sold or otherwise transferred without restriction pursuant to the terms of Rule 144 ("Rule 144") of the Securities Act of 1933, as amended (the "Act"), unless held by an affiliate or controlling shareholder of the Company. Of the total issued and outstanding shares, the Company has identified 55,159,632 shares as being held directly or indirectly by affiliates of the Company. The remaining 1,946,788 shares are deemed free from restrictions and may be sold and/or transferred without further registration under the Act. The 55,159,632 shares presently held by affiliates or controlling shareholders of the Company may be sold pursuant to Rule 144, subject to the volume and other limitations set forth under Rule 144. In general, under Rule 144 as currently in effect, a person (or persons whose shares are aggregated) who has beneficially owned restricted shares of the Company for at least one year, including any person who may be deemed to be an "affiliate" of the Company (as the term "affiliate" is defined under the Act), is entitled to sell, within any three-month period, an amount of shares that does not exceed the greater of (i) the average weekly trading volume in the Company's common stock during the four calendar weeks preceding such sale, or (ii) 1% of the shares then outstanding. A person who is not deemed to be an "affiliate" of the Company and who has held restricted shares for at least two years would be entitled to sell such shares without regard to the resale limitations of Rule 144. Dividend Policy - --------------- The Company has not declared or paid cash dividends or made distributions in the past, and the Company does not anticipate that it will pay cash dividends or make distributions in the foreseeable future. The Company currently intends to retain and reinvest future earnings, if any, to finance its operations. ITEM 2. LEGAL PROCEEDINGS The Company is not a party to any pending legal proceedings and no such action by or against it, to the best of its knowledge, has been threatened. ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS The Registrant has not changed nor had any disagreements with its independent certified accountants. 16 ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES At September 30, 1997, the Registrant issued 23,024,015 shares of its common stock to Mark A. Scharmann, an officer and director of the Registrant, in exchange for the conversion of $46,048 of notes and accrued interest payable by the Registrant. On June 29, 1998, the Registrant issued an additional 17,785,406 shares of the Registrant's common stock to Mr. Scharmann, in exchange for the conversion of approximately $35,571 of notes and accrued interest payable by the Registrant. The securities issued in the foregoing transactions were issued in reliance on the exemption from registration and the prospectus delivery requirements of the Securities Act of 1933, as amended (the 'Securities Act"), set forth in section 3(b) and/or section 4(2) of the Securities Act and the regulations promulgated thereunder. The individual receiving the shares the an officer and director of the Registrant and is deemed to be an "accredited investor" as that term is defined under Rule 501 of the Regulation D of the Securities Act. ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 145 of the Delaware Corporation Law provides in relevant parts as follows: (1) A corporation shall have 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, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, 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 if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on 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 he reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (2) A corporation shall have 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 or suit by or in the right of the corporation to procure a judgment in its favor by reason of the feet that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no 17 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 on application 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 such court shall deem proper. (3) To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in 1) or (2) of this subsection, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (4) The indemnification provided by this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. The foregoing discussion of indemnification merely summarizes certain aspects of indemnification provisions and is limited by reference to the above discussed sections of the Delaware Corporation Law. The Registrant's certificate of incorporation and bylaws provide that the Registrant "may indemnify" to the full extent of its power to do so, all directors, officers, employees, and/or agents. It is anticipated that the Registrant will indemnify its officers and directors to the full extent permitted by the above-quoted statute. Insofar as indemnification by the Registrant for liabilities arising under the Securities Act may be permitted to officers and directors of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. PART F/S FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The Company's unaudited balance sheet as of March 31, 1998; the related unaudited statements of operations, stockholders' deficit and cash flows for the six month periods ended March 31, 1998 and 1997, and the cumulative amounts since October 1, 1992, have been prepared in accordance with generally accepted accounting principles and are attached hereto and incorporated herein by this reference. The Company's balance sheet for the year ended September 30, 1997; the related statements of operations, stockholders' deficit and cash flows for the years ended September 30, 1997 and 1996 and the cumulative amounts since October 1, 1992, have been examined to the extent indicated in their reports by Tanner + Co., certified public accountants, and have been prepared in accordance with generally accepted accounting principles and are attached hereto and incorporated herein by this reference. 18 Tanner + Co. Certified Public Accountants 675 East 500 South, Suite 640 Salt Lake City, Utah 84102 Independent Auditors' Report To the Board of Directors and Stockholders of Rexford, Inc. We have audited the accompanying balance sheet of Rexford, Inc. (a development stage company) as of September 30, 1997, and the related statements of operations, stockholders' deficit and cash flows for the years ended September 30, 1997 and 1996 and the cumulative amounts since October 1, 1992. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. 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 Rexford, Inc., as of September 30, 1997 and the results of its operations and its cash flows for the years ended September 30, 1997 and 1996 and the cumulative amounts since October 1, 1992, in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company is a development stage company with no operating capital which raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. /S/Tanner + Co. December 30, 1997 Salt Lake City, UT 19 Rexford, Inc. (A Development Stage Company) Balance Sheet March 31, 1997 September 30, Assets (Unaudited) 1996 ------ ---------- ---------- Current assets: Cash $ 106 $ 540 Receivable from related party - - ---------- ---------- $ 106 $ 540 ========== ========== Liabilities and Stockholders' Deficit ------------------------------------- Current liabilities: Cash overdraft $ - $ - Accounts payable 835 590 Payable to related party 19,713 - ---------- ---------- Total current liabilities 20,548 590 ---------- ---------- Commitments and contingencies - - Stockholders' deficit: Common stock $.001 par value, authorized 100,000,000 shares; issued and outstanding 39,321,015 and 16,297,000 shares, respectively 39,321 39,321 Additional paid-in capital 113,036 113,036 Accumulated deficit (172,799) (152,407) ---------- ---------- Total stockholders' deficit (20,442) (50) ---------- ---------- $ 106 $ 540 ========== ========== See accompanying notes to financial statements 20 Rexford, Inc. (A Development Stage Company) Statement of Operations
Six Months Ended Years March 31, Ended 1998 1997 September 30, Cumulative (Unaudited) (Unaudited) 1997 1996 Amounts ---------- ---------- ---------- ---------- ---------- Revenue $ - $ - $ - $ 10,000 $ 10,000 General and administrative expenses 20,392 18,842 42,795 7,253 78,624 ---------- ---------- ---------- ---------- ---------- Net (loss) income from operations (20,392) (18,842) 42,795 2,747 (68,624) Gain on divestiture of discontinued operations, net on tax - - - - 90,231 ---------- ---------- ---------- ---------- ---------- Net (loss) income before provision for income taxes (20,392) (18,842) (42,795) 2,747 21,607 Provision for income taxes - - - - - ---------- ---------- ---------- ---------- ---------- Net (loss) income $ (20,392) $ (18,842) $ (42,795) $ 2,747 $ 21,607 ========== ========== ========== ========== ========== Net (loss) income per common share $ (.00) $ (.00) $ (.00) $ .00 $ .00 ========== ========== ========== ========== ==========
See accompanying notes to financial statements 21 Rexford, Inc. (A Development Stage Company) Statement of Stockholders' Deficit For the Six Months Ended March 31, 1998 (Unaudited) and for the period October 1, 1992 (Date of Commencement of Development Stage) Through September 30, 1997 Additional Common Stock Paid-in Accumulated Shares Amount Capital Deficit Total ---------- ---------- ---------- ----------- ---------- Balance at October 1, 1992 12,297,000 $ 12,297 $ 85,734 $ (194,406) $ (96,375) October 1992, Divestiture of CCDCI (6,000,000) (6,000) (4,000) - (10,000) October 1992, issuance of 8,000,000 shares for cash 8,000,000 8,000 5,750 - 13,750 Net income - - - 89,617 89,617 ---------- ---------- ---------- ----------- ---------- Balance at September 30, 1993 14,297,000 $ 14,297 $ 87,484 $ (104,789) $ (3,008) Conversion of Debt to common stock 2,000,000 2,000 2,528 - 4,528 Net loss - - - (4,073) (4,073) ---------- ---------- ---------- ----------- ---------- Balance at September 30, 1994 16,297,000 $ 16,297 $ 90,012 $ (108,862) $ (2,553) Net loss - - - (3,497) (3,497) ---------- ---------- ---------- ----------- ---------- Balance at September 30, 1995 16,297,000 $ 16,297 $ 90,012 $ (112,359) $ (6,050) Net income - - - 2,747 2,747 ---------- ---------- ---------- ----------- ---------- Balance at September 30, 1996 16,297,000 $ 16,297 $ 90,012 $ (109,612) $ (3,303) Conversion of Debt to common stock 23,024,015 23,024 23,024 - 46,048 Net loss - - - (42,795) (42,795) ---------- ---------- ---------- ----------- ---------- Balance at September 30, 1997 39,321,015 $ 39,321 $ 113,036 $ (152,407) $ (50) Net loss (Unaudited) - - - (20,392) (20,392) ---------- ---------- ---------- ----------- ---------- Balance at March 31, 1998 (Unaudited) 39,321,015 $ 39,321 $ 113,036 $ (172,799) $ (20,442) ========== ========== ========== =========== ========== See accompanying notes to the financial statements. 22 Rexford, Inc. (A Development Stage Company) Statement of Cash Flows
Six Months Ended Years March 31, Ended 1998 1997 September 30, Cumulative (Unaudited) (Unaudited) 1997 1996 Amounts ---------- ---------- ---------- ---------- ---------- Cash flows from operating activities: Net (loss) income $ (20,392) (18,842) $ (42,795) $ 2,747 $ 21,607 Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: Gain on disposal of discontinued segment - - - - (90,231) Increase (decrease) in: Cash overdraft - 57 (282) 282 - Accounts payable 245 - (306) (1,957) 835 ---------- ---------- ---------- ---------- ---------- Net cash (used in) provided by Operating Activities (20,147) (18,785) (43,383) 1,072 (67,789) ---------- ---------- ---------- ---------- ---------- Cash flows from investing activities: - - - - - ---------- ---------- ---------- ---------- ---------- Cash flows from financing activities: Increase in payable to related parties 19,713 18,785 42,348 - 54,145 Decrease (increase) in receivable from related party - - 1,575 (1,575) - Issuance of common stock - - - - 13,750 ---------- ---------- ---------- ---------- ---------- Net cash (used in) provided by Financing Activities 19,713 18,785 43,923 (1,575) 67,895 ---------- ---------- ---------- ---------- ---------- Net increase (decrease) in cash (434) - 540 (503) 106 Cash, beginning of period 540 - - 503 - ---------- ---------- ---------- ---------- ---------- Cash, end of period $ 106 $ - $ 540 $ - $ 106 ========== ========== ========== ========== ==========
See accompanying notes to financial statements 23 Rexford, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996 1. Summary of Business and Significant Accounting Policies The Company was organized under the laws of the state of Utah on February 14, 1983 under the name of Chelsea Energy Corporation. The Company was initially formed to provide professional consulting services to local government units. The Company subsequently changed its business direction when, in May 1989, the Company acquired California Cola Distributing Company Incorporated (CCDCI), a privately held California corporation. The Company issued 7,950,000 shares of its common stock to the former shareholders of California Cola Distributing Company Incorporated in connection with the acquisition and 300,000 shares of common stock for services rendered in connection with the acquisition. The Company's sole business was the operation of its subsidiary, California Cola Distributing Company Incorporated, a California Corporation. In connection with the acquisition, the Company changed its domicile to the state of Delaware from the state of Utah and changed its name from Chelsea Energy Corporation to California Cola Distributing Company, Inc. Effective October 1, 1992, the Company divested its interest in CCDCI an changed its name to Rexford, Inc. (the Company). Development Stage Company Effective October 1, 1992, the Company is considered a development stage company as defined in SFAS No. 7. The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors. Going Concern The Company has incurred significant operating losses from its inception through September 30, 1997 and continuation of the Company as a going concern and payment of its liabilities are dependent upon the Company's ability to attain profitable operations and additional working capital. There can be no assurance that the Company will be successful in doing so. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments with a maturity of three months or less to be cash equivalents. Income (Loss) Per Share Income (loss) per share of common stock is computed based on the weighted average number of shares of common stock outstanding during the period. 24 Rexford, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996 1. Summary of Business and Significant Accounting Policies (Continued) Use of Estimates The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and the expenses during the reporting period. Actual results could differ from those estimates. 2. Related Party Transactions The Company's related party accounts are unsecured, non-interest bearing advances to/from certain shareholders of the Company. These accounts are expected to be satisfied within the current period. 3. Income Taxes The (provision) benefit for income taxes is different than amounts which would be provided by applying the statutory federal income tax rate to income (loss) before provision for income taxes for the following reasons:; September 30, 1997 1996 ---------- ---------- Income tax benefit (provision) at Statutory rate $ 15,000 $ (1,000) Change in valuation allowance (15,000) 1,000 ---------- ---------- $ - $ - ========== ========== Deferred tax assets at September 30, 1997 are comprised of the following: September 30, 1997 ---------- Operating loss carryforwards $ 52,000 Valuation allowance (52,000) ---------- $ - ========== At September 30, 1997, the Company had net operating loss carryforwards of approximately $152,000 available to offset future taxable income which begin to expire in 2004. The amount of loss which may be used each year is limited based on several factors which include changes in Company ownership, the fair value of the Company and the federal discount rate. No deferred tax assets have been provided for the tax benefit of loss carryforwards due to uncertainty concerning their ultimate realization. 25 Rexford, Inc. (A Development Stage Company) Notes to Financial Statements March 31, 1998 and 1997 (Unaudited) and September 30, 1997 and 1996 4. Supplemental Disclosure of Cash Flow Information At September 30, 1997, the Company converted $46,048 of notes and interest payable to an officer of the Company for 23,024,015 shares of common stock. During the year ended September 30, 1994, the Company converted $4,528 of notes payable to officers of the Company for 2,000,000 shares of common stock. No amounts were paid for interest and income taxes during the period ended March 31, 1998 (unaudited) and during the years ended September 30, 1997 and 1996 and since October 1, 1992. 5. Earnings per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 (SFAS 128) "Earnings Per Share," which requires companies to present basic earnings per share (EPS) and diluted earnings per share, instead of the primary and fully diluted EPS as previously required. The new standard also requires additional information disclosures, and makes certain modifications to the previously applicable EPS calculations defined in Accounting Principles Board No. 15. The new standard is required to be adopted by all public companies for reporting periods ending after December 15, 1997, and requires restatement of EPS for all prior periods reported. Earnings per share information is as follows:
Six Months Ended Years March 31, Ended 1998 1997 September 30, Cumulative (Unaudited) (Unaudited) 1997 1996 Amounts ---------- ---------- ---------- ---------- ---------- Net (loss) income available to common stockholders $ (20,392) $ (18,842) $ (42,795) $ 2,747 $ 21,607 ========== ========== ========== ========== ========== Average equivalent shares (basic and diluted) 39,321,000 16,297,000 16,360,000 16,297,000 21,376,000 ========== ========== ========== ========== ========== Net (loss) income per share (basic and diluted) $ (.00) $ (.00) $ (.00) $ .00 $ .00 ========== ========== ========== ========== ==========
6. Fair Value of Financial Instruments None of the Company's financial instruments are held for trading purposes. The Company estimates that the fair value of all financial instruments at September 30, 1997, does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying balance sheet. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgement is necessarily required in interpreting market data to develop the estimates of fair value, and accordingly, the estimates are not necessarily indicative of the amount that the Company could realize in a current market exchange. 26 PART III ITEM 1. INDEX TO EXHIBITS Copies of the following documents are included as exhibits to this Form 10-SB pursuant to item 601 of regulation S-B. SEC Exhibit Reference No. No. Title of Document - ------- --------- ----------------- 1 3 Articles of Incorporation of the Registrant and related Amendments 2 3 Bylaws of the Registrant 3 4 Specimen Stock Certificate 4 27 Financial Data Schedule 27 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, thereunder duly authorized. REXFORD, INC. By: /S/ Dennis Blomquist, President 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 in the capacities and on the dates stated. Signature Title Date - --------- ----- ---- /S/ Dennis Blomquist President, Director August _, 1998 /S/ Ron Featherstone Vice President, Director August _, 1998 /S/ Tom Sollami Secretary, Director August _, 1998 /S/ Mark A. Scharmann Treasurer, Director August _, 1998 EX-1 2 ARTICLES AND AMENDMENTS EXHIBIT 1 1 STATE OF DELAWARE [CREST] OFFICE OF SECRETARY OF STATE I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF CALIFORNIA COLA DISTRIBUTING COMPANY, INC. FILED IN THIS OFFICE ON THE TWENTY-FIRST DAY OF APRIL, A.D. 1989, AT 10 O'CLOCK A.M. [SEAL OF THE DEPARTMENT OF STATE OFFICE OF THE SECRETARY OF STATE STATE OF DELAWARE] /S/Michael Harkin, Secretary of State Authentication: 12154076 739111012 Date: 04/21/1989 2 CERTIFICATE OF INCORPORATION OF CALIFORNIA COLA DISTRIBUTING COMPANY, INC. The undersigned incorporator hereby forms a corporation pursuant to the General Corporation Law of the State of Delaware. ARTICLE I NAME The name of the Corporation is: CALIFORNIA COLA DISTRIBUTING COMPANY, INC. ARTICLE II Registered Office The registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware, County of New Castle. The registered agent in charge thereof at such address is The Corporation Trust Company. ARTICLE III Purposes The nature of the business and the objects and purposes proposed to be transacted, promoted, and carried on, are to do any or all things herein mentioned, as fully and to the same extent as natural persons might or could do, and in any part of the world, viz .: "The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware". ARTICLE IV Capital Stock The amount of the total authorized capital stock of this Corporation shall consist of One-Hundred Thousand Dollars ($100,000) divided into 100,000,000 shares of $.001 par value each. All shares shall be designated as Common Stock. Shareholders shall not have pre-emptive rights or be entitled to cumulative voting in connection with the shares of the Company's Common Stock. ARTICLE V Incorporated The name and mailing address of the incorporator of the Company is: A. O. Headman, Jr, 420 East South Temple, Suite 334 Salt Lake City, Utah 84111 ARTICLE VI Board of Directors The powers of the incorporator(s) shall terminate upon the filing of this Certificate of Incorporation, and the name and mailing address of the person to serve as director until the first annual meeting of stockholders or until successors are elected and qualify is: Name of Director: A. O. Headman, Jr. Mailing Address: 420 East South Temple Suite 334 Salt Lake City, UT 84111 3 The number of members of the Board of Directors shall be fixed from time to time by the Board of Directors. If any vacancy occurs, the remaining directors, by an affirmative vote of a majority thereof, may elect a director to fill the vacancy until the next annual meeting of stockholders. ARTICLE VII Certain Contracts No contract or transaction between the Corporation and one or more of its directors or officers or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: 1. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the Committee, and the Board or committee, in good faith, authorizes the contract or transaction by a vote sufficient for such purpose without counting the vote of the interested director or directors; or 2. The material facts as to his interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or 3. The contract or transaction is fair as to the Corporation as of the time it is authorized, approved, or ratified, by the Board of Directors, a committee thereof, or the stockholders. Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE VIII Bylaws The Board of Directors shall have the power to make, adopt, amend, or repeal the Bylaws of the Corporation. ARTICLE IX Indemnification Section 1. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fee), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct 4 was unlawful. The termination of any action, suit or 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 he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. 2. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that 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 of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. 3. To the extent that any person referred to in paragraphs 1 and 2 of this Article IX has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. 4. Any indemnification under paragraphs 1 and 2 of this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in paragraphs 1 and 2 of this Article IX. Such determination shall be made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. 5. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as provided in this Article IX. 6. The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official 5 capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX. 8. For the purposes of this section, references to "the corporation" include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position- under the provisions of this section with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity. ARTICLE X Stockholder Action by Consent Any corporation action upon which a vote of stockholders is required or permitted may be taken without a meeting or vote of stockholders with the written consent of stockholders having not less than a majority of all of the stock entitled to vote upon the action if a meeting were held; provided, that in no case shall the written consent be by holders having less than the minimum percent of the vote required by statute for the proposed corporate action and provided that prompt notice be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent. ARTICLE XI Amendment The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. The undersigned, for the purpose of forming a corporation under the laws of the State of Delaware, does make, file, and record this certificate, and does certify that the facts stated herein are true; and has executed this Certificate of Incorporation. Dated: April 20, 1989 /S/A. O. Headman, Jr. 6 STATE OF UTAH ) ss. COUNTY OF SALT LAKE) On the 20th day of April, 1989, personally appeared before me, A. O. Headman, Jr., who being by me first duly sworn, declared that he is the person who signed the foregoing document as an incorporator and that the statements therein contained are true. IN WITNESS WHEREOF, I have hereunto set my hand and seal this day of April, 1989. /S/Kristin Brown NOTARY PUBLIC Residing at Salt Lake City, UT My Commission expires: November 1991 7 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CALIFORNIA COLA DISTRIBUTING COMPANY, INC. Pursuant to Section 242 of Title 8 of the General Corporation Law of the State of Delaware, the undersigned corporation hereby adopts the following Certificate of Amendment to its Certificate of Incorporation: FIRST: The name of the corporation is California Cola Distributing Company, Inc. SECOND: The following amendment to the Certificate of Incorporation of California Cola Distributing Company, Inc. was duly adopted by the shareholders of the corporation at a meeting held October 1, 1992, in the manner prescribed by the General Corporation Law of the State of Delaware, to Wit: Article I - Name. The name of this corporation is REXFORD, INC. THIRD: The number of shares of the Corporation outstanding at the time of the adoption of such amendments was 12,297,000 and the number entitled to vote thereon was 12,297,000. FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows, to wit: Class Number of Shares - ----- ---------------- Common 12,297,000 FIFTH: The number of shares voted for such amendments was 8,182,724, with 0 opposing and 575,711 abstaining. SIXTH: This amendments does not provide for any exchange, reclassification or cancellation of issued shares. SEVENTH: This amendments does not effect a change in the stated capital of the corporation. IN WITNESS WHEREOF, the undersigned president and secretary, having been hereunto duly authorized, have executed the foregoing Certificate of Amendment to Certificate of Incorporation for the corporation this 1st day of October, 1992, under penalties of perjury that this instrument is the act of the corporation and the facts stated herein are true. CALIFORNIA COLA DISTRIBUTING COMPANY, INC. Attest: /S/Tom Sollami, Secretary By: /S/Dennis Blomquist, President 8 [STATE OF UTAH] OFFICE OF THE LIEUTENANT GOVERNOR CERTIFICATE OF INCORPORATION OF CHELSEA ENERGY CORPORATION I, David S. Monson, Lieutenant Governor of the State of Utah, hereby certify that duplicate originals of articles of incorporation for the incorporation of Chelsea Energy Corporation duly signed and verified pursuant to the provision of the Utah Business Corporation Act, have been received in my office and are found to conform to law. Accordingly, by virtue of the authority vested in me by law, I hereby issued this certificate of incorporation of Chelsea Energy Corporation and attach hereto a duplicate original of the articles of incorporation. 102251. [The Great Seal of the State of Utah] In Testimony Whereof, I have hereunto set my hand and affixed the Great Seal of the State of Utah, at Salt Lake City, this 14th day of February 1983. /S/ David S. Monson - ------------------- Lieutenant Governor 9 ARTICLES OF INCORPORATION OF CHELSEA ENERGY CORPORATION We, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the Utah Business Corporation Act, adopt the following Articles of Incorporation for such corporation. ARTICLE I Name The name of this corporation is Chelsea Energy Corporation. ARTICLE II Duration The duration of this corporation is perpetual. ARTICLE III Purpose The purpose or purposes for which this corporation is organized are: (a) To engage in any lawful act or activity for which the corporation may be organized under the general corporation law of Utah. (b) To establish and maintain a drilling business with authority to won and operate drilling rigs, machinery tools or apparatus as necessary in the boring or otherwise sinking of wells for the production of oil, gas or water; to construct or acquire by lease or otherwise and to maintain and operate pipelines for the convenience of oil and natural gas, oil storage tanks and reservoirs and tank care of all kinds, tank steamers and other vessels, warehouses, storage houses, loading racks and all the other convenient instrumentalities for the shipping and transportation of crude or refined petroleum or natural gas and other volitle solid or liquid mineral substances in any and all forms and to do each and every act necessary for the production of oil and gas or natural resource properties. (c)To do each and every thing necessary suitable or proper for the accomplishment of any of the purposes or the attainment of any one or more of the subjects herein enumerated or which at any time may appear conducive to or expedient for the protection or benefit of this corporation and to do said acts as fully and to the same extent as natural persons might or could do in any part of the world as principles, agents, partners, trustees or otherwise, either alone or in conjunction with any other person, association or corporation. ARTICLE IV Stock The Corporation shall have the authority to issue fifty million (50,000,000) shares of common stock with a par value of $.001 per share, all stock of the corporation shall be of the same class common and shall have the same rights and preferences, fully paid stock of this corporation shall not be liable to any further call or assessment. 10 ARTICLE V Amendment These Articles of Incorporation may be amended by the affirmative vote of a majority of the shares entitled to vote on each such amendment. ARTICLE VI Shareholder Rights The authorized and treasury stock of this corporation may be issued at such time, upon such terms and conditions and for such consideration as the Board of Directors shall determine. Shareholders shall not have pre-emptive rights to acquire unissued shares of the stock of this corporation and cumulative voting is denied. ARTICLE VII Capitalization This corporation will not commence business until at least $1,000.00 has been received by it as consideration for the issuance of shares. ARTICLE VIII Initial Office and Agent The address of the initial registered office of the corporation is 1120 Canyon Road #1, Ogden, Utah 84404, and the name of the corporation's initial registered agent at such address is Elliott N. Taylor. ARTICLE IX Directors The number of Directors constituting the initial Board of Directors of this corporation is three. The names and addresses of persons who are to serve as directors until the first annual meeting of stockholders, or until their successors are elected and qualified are: Douglas P. Morris 36755 Spanish Broom Drive Palm Dale, California 93550 Elliott N. Taylor 1120 Canyon Road #1 Ogden, Utah 84404 Kirk Ferguson 615 East 3945 South Murray, Utah 84107 ARTICLE X Incorporators The name and address of each incorporator is: Douglas P. Morris 36755 Spanish Broom Drive Palm Dale, California 93550 Elliott N. Taylor 1120 Canyon Road #1 Ogden, Utah 84404 Kirk Ferguson 615 East 3945 South Murray, Utah 84107 ARTICLE XI Common Directors - Transactions Between Corporations No contract or other transaction between this corporation and one or more of its directors or any other corporation, firm, association or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relation or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies such contract or transaction, or because his or their votes are counted for such purpose if: (a) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies this contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or (b) the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve , or ratify such contract or transaction by vote or written consent; or (c)the contract or transaction is fair and reasonable t the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies such contract or transaction. DATED this 11th day of Feb., 1983 /S/ Douglas P. Morris ----------------------------------- /S/ Elliott N. Taylor ----------------------------------- /S/ Kirk Ferguson ----------------------------------- STATE OF UTAH ) COUNTY OF SALT LAKE) I hereby certify that on the 11th day of Feb., 1983, Douglas P. Morris, Elliott N. Taylor, and Kirk Ferguson personally appeared before me who, being by me first duly sworn, severally declared that they are the incorporators and that the statements therein contained are true. DATED this 11th day of February, 1983 My Commission Expires: /S/ [Sic]? 2-18-84 ------------------------------------- NOTARY PUBLIC 12 CERTIFICATE OF OWNERSHIP AND MERGER CHELSEA ENERGY CORPORATION A UTAH CORPORATION INTO CALIFORNIA COLA DISTRIBUTING COMPANY, INC. A DELAWARE CORPORATION (Pursuant to the General Corporation Law of the State of Delaware) Certificate of Ownership and Merger dated May 11, 1989, executed by Chelsea Energy Corporation, a Utah corporation, hereinafter referred to as the "Utah Corporation," and California Cola Distributing Company, Inc., a Delaware corporation, hereinafter referred to as the "Delaware Corporation" and/or "Surviving Corporation". The Utah Corporation and the Delaware Corporation do hereby certify: 1. The Utah Corporation Organized Pursuant to Utah Law. The Utah Corporation was organized pursuant to the Corporation Law of the State of Utah on February 14, 1983, which law permits the merger of a Utah corporation with a corporation organized under the laws of another state. 2. Ownership of the Delaware Corporation Shares. The Utah Corporation owns all of the issued and outstanding shares of the Delaware Corporation, a corporation incorporated in April 27, 1989, pursuant to General Corporation Law of the State of Delaware. 3. Director Approval and Resolutions of the Utah Corporation. On April 27, 1989, the directors of the Utah Corporation duly adopted, by the unanimous written consent of its members, filed with the minutes of the board, the following resolutions: RESOLVED, that the Utah Corporation shall merge, and it does hereby merge itself into the Delaware Corporation, its wholly owned subsidiary which assumes all of the obligations of the Utah Corporation. Be it FURTHER RESOLVED, that the merger shall be effective upon filing a Certificate of Ownership and Merger with the Secretary of State of Delaware. Be it FURTHER RESOLVED, that the terms and conditions of the merger are as set forth in the Plan and Agreement of Merger attached hereto and by this reference made a part hereof. Be it FURTHER RESOLVED, that the proper officers of the Utah Corporation be, and they hereby are, directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge itself into the Delaware Corporation and to cause the same to be filed with the Secretary of State of Delaware and a certified copy recorded in the Office of the Recorder of deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be necessary or proper to effect said merger. 4. Shareholder Vote. On May 11, 1989, at a special meeting of shareholders of the Utah Corporation, held pursuant to twenty (20) day notice to shareholders of record, at which a quorum was present in person or by proxy, the majority of the shareholders of the Utah Corporation approved the Plan and Agreement of Merger. 5. Separate Existence; Surviving Corporation. At the effective time of the merger, the separate existence of the Utah Corporation shall cease and the Utah Corporation shall be merged in accordance with the applicable provision of the Utah Business Corporations Act and the General Corporation Law of Delaware, into the Delaware Corporation, which shall be the Surviving Corporation. 13 6. Governing Law. The laws which are to govern the Surviving Corporation, the Delaware Corporation, are the laws of the State of Delaware. The Certificate of Incorporation of the Delaware Corporation shall be the Certificate of Incorporation of the Surviving Corporation, the Delaware Corporation, until the same shall be altered or amended in accordance with the laws of the State of Delaware. 7. Directors and Officers. The directors and officers of the of the Surviving Corporation and shall be as follows: Richard D. Salamida President Claudia Lipp Vice President/Secretary Theodore Kalil Vice President/CFO/Treasurer 8. Effect of Merger. At the effective time of the merger, the Surviving Corporation, the Delaware Corporation, shall retain or succeed to, without other transfer, and shall possess and enjoy all rights, privileges, immunities, powers, purposes, and franchises and be subject to all the restrictions, disabilities and duties of each corporation. All property, both real and personal, tangible, and intangible and all debts due to either corporation shall be vested in the Surviving Corporation. All debts, liabilities, and duties of either corporation shall be the responsibility of and enforceable against the Surviving Corporation as if said debts, liabilities, and duties had been incurred or contracted by the Surviving Corporation. IN WITNESS WHEREOF, this Certificate has been signed by each of the Corporations which are the parties hereto this 11th day of May, 1989. CALIFORNIA COLA DISTRIBUTING COMPANY, INC., a Delaware corporation By /S/ Kirk Ferguson, Vice President By F. Phil Palmer, Secretary CHELSEA ENERGY CORPORATION, a Utah corporation By /S/ Kirk Ferguson, Vice President By F. Phil Palmer, Secretary State of Utah) County of Salt Lake)ss: On the 11th day of May, 1989, personally appeared before me, a Notary Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a Utah corporation, and California Cola Distributing Company, Inc., a Delaware corporation, who duly acknowledged to me that they executed this Agreement pursuant to a Resolution of the Board of Directors of said corporations and shareholder approval thereof. /S/ A.O. Headman, Notary Public Residing at Salt Lake My Commission Expires: 3/21/91 14 ARTICLES OF MERGER OF CHELSEA ENERGY CORPORATION a Utah Corporation into CALIFORNIA COLA DISTRIBUTING COMPANY, INC. a Delaware Corporation Pursuant to the provisions of Section 16-10-72 of the Utah Business Corporation Act, Chelsea Energy Corporation, a Utah Corporation (hereafter the "Utah Corporation"), and California Cola Distributing Company, Inc., a Delaware Corporation, (hereafter "Surviving Corporation" or the "Delaware Corporation"), adopt the following Articles of Merger for the purpose of merging the Utah Corporation into the Delaware Corporation. W I T N E S S E T H: I PLAN OF MERGER Pursuant to these Articles of Merger, it is intended and agreed that the Utah Corporation will be merged into the Delaware Corporation and the Delaware Corporation shall be the Surviving Corporation. The name of the Surviving Corporation shall be California Cola Distributing Company, Inc. The terms, conditions, and understandings of the merger are set forth in the Plan and Agreement of Merger between the Delaware Corporation and the Utah Corporation, dated as of April 27, 1989, a copy of which is attached hereto as Exhibit "A" and incorporated herein by this reference. II ARTICLES OF INCORPORATION AND BYLAWS On the consummation of the merger, the Articles of Incorporation and Bylaws of the Surviving Corporation shall be the Articles of Incorporation and Bylaws of the Delaware Corporation. III AUTHORIZED AND OUTSTANDING SHARES OF THE UTAH CORPORATION The Utah Corporation has 50,000,000 shares of voting Common Stock, par value $.001, authorized, of which 4,047,000 are issued and outstanding. Each of the common shares is entitled to one vote. IV AUTHORIZED AND OUTSTANDING SHARES OF THE DELAWARE CORPORATION The Delaware Corporation has 100,000,000 shares of Common Stock, $.001 par value, authorized, of which 10,000 shares are issued and outstanding. Each share is entitled to one vote. V APPROVAL BY SHAREHOLDERS OF THE UTAH CORPORATION Of the 4,047,000 issued and outstanding shares of the Utah Corporation entitled to vote on the Plan and Agreement of Merger, a total of -------- of such shares were voted in favor of entering into the Plan and Agreement of Merger, with shares of Common Stock of the Utah Corporation dissenting. Such shares were voted individually and not as a class. 15 VI APPROVAL BY SHAREHOLDERS OF THE DELAWARE CORPORATION All 10,000 shares of Common Stock of the Delaware Corporation were voted in favor of entering into the Plan and Agreement of Merger with no shares of Common Stock of the Delaware Corporation dissenting. Such shares were voted individually and not as a class. VII UNDERTAKINGS OF THE DELAWARE CORPORATION A. The Delaware Corporation hereby agrees that it may be served with process in the State of Utah in any proceeding for the enforcement of any obligation of the Utah Corporation and in any proceeding for the enforcement of the rights of any dissenting shareholder of the Utah Corporation against the Delaware Corporation. B. The Delaware Corporation hereby irrevocably appoints the Secretary of State of the State of Utah its agent to accept service of process in any proceeding referred to in paragraph "A" above. C. The Delaware Corporation will promptly pay to the dissenting shareholders of the Utah Corporation, the amount, if any, to which they shall be entitled under the provisions of the Utah Business Corporation Act with regard to the rights of dissenting shareholders. IN WITNESS WHEREOF, the undersigned corporations, acting by their respective presidents and secretaries, have executed these Articles of Merger on the 11th day of May, 1989. Attest: California Cola Distributing Company, Inc., a Delaware corporation F. Phil Palmer Secretary By: /S/ Kirk Ferguson, Vice President Attest: CHELSEA ENERGY CORPORATION, a Utah corporation F. Phil Palmer Secretary By: /S/ Kirk Ferguson, Vice President State of Utah) County of Salt Lake)ss: On the 11th day of May, 1989, personally appeared before me, a Notary Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a Utah corporation, and California Cola Distributing Company, Inc., a Delaware corporation, who duly acknowledged to me that they executed this Agreement pursuant to a Resolution of the Board of Directors of said corporations and shareholder approval thereof. /S/ A.O. Headman, Notary Public Residing at Salt Lake My Commission Expires: 3/21/91 16 PLAN AND AGREEMENT OF MERGER BETWEEN CALIFORNIA COLA DISTRIBUTING COMPANY, INC. (a Delaware corporation) and CHELSEA ENERGY CORPORATION (a Utah corporation) This Plan and Agreement of Merger made and entered into this 27th day of April, 1989, by and between California Cola Distributing Company, Inc., a Delaware corporation (herein sometimes referred to as the "Delaware Corporation" or "Surviving Corporation"), and Chelsea Energy Corporation, a Utah corporation (herein sometimes referred to as the "Utah Corporation"), said corporations hereinafter sometimes referred to jointly as the "Constituent Corporations." W I T N E S S E T H: WHEREAS, the Delaware Corporation is a corporation organized and existing under the laws of the State of Delaware, its Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware and recorded in the office of the recorder of deeds for the County of New Castle in the said state and the registered office of the Delaware Corporation being located at Corporation Trust Center, 1209 Orange, in the City of Wilmington, County of New Castle, and the name of its registered agent in charge thereof is "The Corporate Trust Company"; and WHEREAS, the total number of shares of stock which the Delaware Corporation has authority to issue is 100,000,000 of which 10,000 shares are now issued and outstanding, all of which are owned by the Utah Corporation; and WHEREAS, the sole purpose of the merger agreed to herein is to change the domicile of the Utah Corporation to Delaware; and WHEREAS, the Utah Corporation is a corporation organized and existing under the laws of the State of Utah, its Articles of Incorporation having been filed in the office of the Secretary of State of the State of Utah on the 14th day of February, 1983, and a Certificate of Incorporation having been issued by said Secretary of State on that date; and WHEREAS, the aggregate number of shares which the Utah Corporation has authority to issue is 50,000,000 of which 4,047,000 shares are presently issued and outstanding and entitled to vote on the Plan and Agreement of Merger; and WHEREAS, the Board of Directors of each of the Constituent Corporations deems it advisable that the Utah Corporation be merged into the Delaware Corporation on the terms and conditions hereinafter set forth, in accordance with the applicable provisions of the statutes of the States of Delaware and Utah respectively, which permit such merger; NOW THEREFORE, in consideration of the premises and of the agreements, covenants and provisions hereinafter contained, the Delaware Corporation and the Utah Corporation, by their respective Boards of Directors have agreed and do hereby agree, each with the other as follows: ARTICLE I The Utah Corporation and the Delaware Corporation shall be merged into a single corporation, in accordance with applicable provisions of the laws of the State of Utah and of the State of Delaware, by the Utah Corporation merging into the Delaware Corporation, which shall be the Surviving Corporation. Such merger shall be effective upon the recording of a Certificate of Ownership and Merger with the Secretary of State of Delaware. 17 ARTICLE II Upon the merger becoming effective as provided by the applicable laws of the State of Utah and of the State of Delaware (the time when the merger shall so become effective being sometimes herein referred to as the "effective date of the merger"); 1. The two Constituent Corporations shall be a single corporation, which shall be the Delaware Corporation as the surviving corporation, and the separate existence of the Utah Corporation shall cease except to the extent provided by the laws of the State of Utah applicable to a corporation after its merger into another corporation. 2. The Delaware Corporation shall thereupon and thereafter possess all the rights, privileges, immunities and franchises, of a public or a private nature, of each of the Constituent Corporations. All property, real or personal, and all debts due on whatever account, including subscriptions to shares, and all other chooses in action, and all and every other interest of, or belonging to, or due to each of the Constituent Corporations, shall be taken and deemed to be vested in the Surviving Corporation without further act or deed; and the title to all real estate, or any interest therein, vested in either of the Constituent Corporations shall not revert or be in any way impaired by reason of the merger. 3. The Delaware Corporation shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the Constituent Corporations. Any claim existing or action or proceeding pending by or against either of the Constituent Corporations may be prosecuted to judgment as if the merger had not taken place, or the Surviving Corporation may be substituted in its place, and neither the rights of creditors nor any liens upon the property of either of the Constituent Corporations shall be impaired by the merger. 4. The aggregate amount of the net assets of the Constituent Corporations which was available for the payment of dividends immediately prior to the merger, to the extent that the value thereof is not transferred to stated capital by the issuance of shares or otherwise, shall continue to be available for the payment of dividends by the Surviving Corporation. 5. The Bylaws of the Delaware Corporation as existing and constituted immediately prior to the effective date of merger shall be and constitute the bylaws of the Surviving Corporation. 6. The Board of Directors, and the members thereof, and the officers, of the Delaware Corporation or Surviving Corporation shall be as follows: Richard D. Salamida - President; Claudia Lipp - Vice President/Secretary; and Theodore Kalil - Treasurer/ Director, shall be and constitute the Board of Directors, and the members thereof, and the officers of the Surviving Corporation. ARTICLE III The Certificate of Incorporation of the Delaware Corporation shall not be amended in any respect, by reason of this Plan and Agreement of Merger, and said Certificate of Incorporation, as filed in the office of the Secretary of State of the State of Delaware, shall constitute the Certificate of Incorporation of the Surviving Corporation, until further amended in the manner provided by law. 18 ARTICLE IV The manner and basis of converting the shares of each of the Constituent Corporations into shares of the Surviving Corporation is as follows: 1. The 10,000 shares of stock of the Delaware Corporation now owned and held by the Utah Corporation shall be canceled and no shares of stock of the Delaware Corporation shall be issued in respect there, and the capital of the Delaware Corporation shall be deemed to be reduced by the amount of Four Hundred Twenty Five Dollars ($425) the amount represented by said 10,000 shares of stock. 2. Each share of the Utah Corporation shall be converted into one fully paid and nonassessable share of capital stock of the Delaware Corporation. After the effective date of the merger, each owner of an outstanding certificate or certificates theretofore representing shares of the Utah Corporation shall be entitled, upon surrendering such certificate or certificates to the Surviving Corporation, to receive in exchange therefor a certificate or certificates representing the number of shares of stock of the Surviving Corporation into which the shares of the Utah Corporation theretofore represented by the surrendered certificate or certificates shall have been converted as hereinbefore provided. Until so surrendered, each outstanding certificate which, prior to the effective date of the merger, represented shares of the Utah Corporation shall be deemed, for all corporate purposes, to represent the ownership of the common stock of the Surviving Corporation on the basis hereinbefore provided. ARTICLE V The Utah Corporation shall pay all expenses of carrying this agreement of merger into effect and accomplishing the merger herein provided for. ARTICLE VI If at any time the Surviving Corporation shall consider or be advised that any further assignment or assurance in law is necessary or desirable to vest in the Surviving Corporation the title to any property or rights of the Utah Corporation, the proper officers and directors of the Utah Corporation shall, and will execute and make all such proper assignments and assurances in law and do all things necessary or proper to thus vest such property or rights in the Surviving Corporation, and otherwise to carry out the purposes of this Plan and Agreement of Merger. ARTICLE VII This Plan and Agreement of Merger has been submitted to and approved by the shareholders of each of the Constituent Corporations, as provided by law, and shall take effect upon the filing of the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware. Anything herein or elsewhere to the contrary notwithstanding, this Plan and Agreement of Merger may be abandoned by either of the constituent corporations by an appropriate resolution of its board of directors at any time prior to its approval or adoption by the shareholders and stockholders thereof, or by the Mutual consent of the Constituent Corporations evidenced by appropriate resolutions of their respective boards of directors, at any time prior to the effective date of the merger. 19 IN WITNESS WHEREOF, the Delaware Corporation and the Utah Corporation, pursuant to the approval and authority duly given by resolutions adopted by their respective boards of directors have caused this Plan of Agreement of Merger to executed by the President and Attested by the secretary of each party hereto, and the corporate seal affixed. CALIFORNIA COLA DISTRIBUTING COMPANY, INC., a Delaware corporation By /S/ Kirk Ferguson, Vice President By Phil Palmer, Secretary CHELSEA ENERGY CORPORATION, a Utah corporation By /S/ Kirk Ferguson, Vice President By Phil Palmer, Secretary State of Utah) County of Salt Lake)ss: On the 27th day of April, 1989, personally appeared before me, a Notary Public, Kirk Ferguson, the vice president of Chelsea Energy Corporation, a Utah corporation, and California Cola Distributing Company, Inc., a Delaware corporation, who duly acknowledged to me that they executed this Agreement pursuant to a Resolution of the Board of Directors of said corporations and shareholder approval thereof. /S/ A.O. Headman, Notary Public Residing at Salt Lake My Commission Expires: 3/21/91 EX-2 3 BYLAWS 1 Exhibit 2 BYLAWS OF REXFORD,INC. ARTICLE 1 - Stockholders 1.1 Place of Meetings. All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the board of directors or the president or, if not so designated, at the registered office of the corporation. 1.2 Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly be brought before the meeting, shall be held on the second Tuesday of the fourth month after the end of the Corporation's fiscal year or at such other time as fixed by the board of directors or the president. If this date shall fall upon a legal holiday, then such meeting shall be held on the next succeeding business day at the same hour. If no annual meeting is held in accordance with the foregoing provisions, the board of directors shall cause the meeting to be held as soon thereafter as convenient or a special meeting may be held in lieu of the annual meeting, and any action taken at that special meeting shall have the same effect as if it had been taken at the annual meeting, and in such case all references in these Bylaws to the annual meeting of the stockholders shall be deemed to refer to such special meeting. 1.3 Special Meetings. Special meetings of stockholders may be called at any time by the chairman of the board of directors, by the board of directors or by the holders of not less than one fourth (1/4) of all the shares entitled to vote at the meeting. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. 1.4 Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notices of all meetings shall state the place, date and hour of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called. 1.5 Voting List. The officer who has charge of the stock ledger of the Corporation shall prepare, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. 1.6 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these Bylaws, the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding are entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business. 2 1.7 Adjournments. Any meeting of stockholders may be adjourned to any other time and to any other place at which a meeting of stockholders may be held under these Bylaws by the stockholders present or represented at the meeting and entitled to vote, although less than a quorum, or, if no stockholder is present, by any officer entitled to preside at or to act as secretary of such meeting. If the adjournment is for more than 30 days, or if after the adjournment, a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote a' the meeting. At the adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. 1.8 Voting and Proxies. Each stockholder shall have one vote for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided in the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, may vote or express such consent or dissent in person or may authorize another person or persons to vote or act for him by written proxy executed by the stockholder or his authorized agent and delivered to the secretary of the Corporation. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. No proxy shall be voted or acted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. 1.9 Action at Meeting. When a quorum is present at any meeting, the holders of a majority of the stock present or represented and voting on a matter (or if there are two or more classes of stock entitled to vote as separate classes, then in the case of each such class, the holders of a majority of the stock of that class present or represented and voting on a matter) shall decide any matter to be voted upon by the stockholders at such meeting, except when a different vote is required by express provision of law, the Certificate of Incorporation or these Bylaws. Any election by stockholders shall be determined by a plurality of the votes cast by the stockholders entitled to vote at the election. 1.10 Action Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock 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 on such action were present and voted. Prompt notice of the taking of corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. ARTICLE 2 - Directors 2.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a board of directors, who may exercise all of the powers of the Corporation except as otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the event of a vacancy on the board of directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directors until the vacancy is filled. 3 2.2 Number; Election and Qualification. The number of directors which shall constitute the whole board of directors shall be determined by resolution of the stockholders or the board or directors, but in no event shall be less than three. The number of directors may be decreased at any time and from time to time either by the stockholders or by a majority of the directors then in office, but only to eliminate vacancies existing by reason of the death, resignation, removal or expiration of the term of one or more directors. The directors shall be elected at the annual meeting of stockholders by such stockholders as have the right to vote in such election. Directors need not be stockholders of the corporation. 2.3. Enlargement of the Board. The number of directors may be increased at any time and from time to time by the stockholders or by a majority of the directors then in office. 2.4 Tenure. Each director shall hold office until the next annual meeting and until such time as his successor is elected and qualified, or until his earlier death, resignation or removal. 2.5 Vacancies. Unless and until filled by the stockholders, any vacancy in the board of directors, however occurring, including a vacancy resulting from an increase in the number of directors, may be filled by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and a director chosen to fill a position resulting from an increase in the number of directors shall hold office until the next annual meeting of stockholders and until his successor is elected and qualified, or until his earlier death, resignation or removal. 2.6 Resignation. Any director may resign by delivering his written resignation to the Corporation at its principal office or to the secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 2.7 Regular Meetings. Regular meetings of the board of directors may be held without notice at such time and place, either within or without the State of Delaware, as shall be determined from time to time by the board of directors, provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the board of directors may be held without notice immediately after and at the same place as the annual meeting of stockholders. 2.8 Special Meetings. Special meetings of the board of directors may be held at any time and place, within or without the State of Delaware, designated in a call by the chairman of the Board, president or two or more directors, or by one director in the event that there is only a single director in office. 2.9 Notice of Special Meetings. Notice of any special meeting of directors shall be given to each director by the secretary or one of the directors calling the meeting. Notice shall be duly given to each director (i) by giving notice to such director in person or by telephone at least 48 hours in advance of the meeting, (ii) by sending a telegram or telex, or delivering written notice by hand to his last known business or home address at least 48 hours in advance of the meeting, or (iii) by mailing written notice to his last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the board of directors need not specify the purpose of the meeting. 4 2.10 Meetings by Telephone Conference Calls. Directors or any members of any committee designated by the directors may participate in a meeting of the board of directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting. 2.11 Quorum. A majority of the whole board of directors shall constitute a quorum at all meetings of the board of directors. In the event one or more of the directors shall be disqualified to vote at any meting, then the required quorum shall be reduced by one for each such director so disqualified; provided, however, that in no case shall less than one-third (l/3) of the whole board of directors constitute a quorum. In the absence of a quorum at any such meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present. 2.12 Action at Meeting. At any meeting of the board of directors at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law, the Certificate of Incorporation or these Bylaws. 2.13 Action by Consent. Any action required or permitted to be taken at any meeting of board of directors or of any committee of the board of directors may be taken without a meeting, if all members of the board of directors or committee, as the case may be, consent to the action in writing, and the written consents are filed with the minutes of proceedings of the board of directors or committee. 2.14 Removal. Any one or more or all of the directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except that (i) the directors elected by the holders of a particular class or series of stock may be removed without cause only by vote of the holders of a majority of the outstanding shares of such class or series and (ii) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against his removal would be sufficient to elect him if then cumulatively voted at an election of the entire board of directors. 2.15 Committees. The board of directors may, by resolution passed by a majority of the whole board of directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member of any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the Committee present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors and subject to the provisions of the General Corporation Law of the State of Delaware, shall have and may exercise all the powers and authority 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; but no such committee shall have the power or authority in reference to amending the Certificate of Incorporation (except that a committee may, to the extent authorized in the resolution or 5 resolutions providing for the issuance of shares of stock adopted by the board of directors as provided in subsection (a) of Section 151 of the General Corporation Law of the State of Delaware, fix the designations and any of the preferences of rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation's property and assets, recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution, or amending the Bylaws of the Corporation; and, unless the resolution, Bylaws or Certificate of Incorporation expressly so provides, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock or to adopt a certificate of ownership and merger. Each such committee shall keep minutes and make such reports as the board of directors may from time to time request. Except as the board of directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the board of directors. 2.16 Compensation of Directors. Directors may be paid such compensation for their services and such reimbursement for expenses of attendance at meetings as the board of directors may from time to time determine. No such payment shall preclude any director from serving the Corporation or any of its parent or subsidiary corporations in any other capacity and receiving compensation for such service. ARTICLE 3 - Officers 3.l General. The officers of the Corporation shall consist of a chairman of the board, a president, a secretary, a treasurer and such other officers with such other titles as the board of directors may determine, including a vice chairman of the board, and one or more vice presidents, assistant treasurers, and assistant secretaries. The board of directors may appoint such other officers with such other powers and duties as it may deem appropriate. 3.2 Election. The chairman of the board, president, treasurer and secretary shall be elected annually by the board of directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the board of directors at such meeting-or at any other meeting. 3.3 Qualification. No officer need by a stockholder. Any two or more offices may be held by the same person. 3.4 Tenure. Except as otherwise provided by law, by the Certificate of Incorporation or by these Bylaws, each officer shall hold office until his successor is elected and qualified, unless a different term is specified in the vote choosing or appointing him, or until his earlier death, resignation or removal. 3.5 Resignation and Removal. Any officer may resign by delivering his written resignation to the Corporation at its principal office or to the president or secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. 6 Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office. Except as the board of directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless such compensation is expressly provided in a duly authorized written agreement with the corporation. 3.6 Vacancies. The board of directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of president, treasurer and secretary. Each such successor shall hold office for the unexpired term of his predecessor and until his successor is elected and qualified, or until his earlier death, resignation or removal. 3.7 Chairman of the Board and Vice Chairman of the Board. The chairman of the board of directors shall be the chief executive officer of the Corporation. Subject to the direction of the board of directors, the chairman of the board of directors shall have general charge and supervision of the business of the Corporation, and shall have full authority to take all lawful actions necessary to implement corporate and business policy established by the board of directors. In addition, the chairman of the board of directors shall perform such duties and possess such other powers as are assigned to him by the board of directors. Unless otherwise provided by the board of directors, the chairman of the board of directors shall preside at all meetings of the stockholders and the board of directors. The board of directors may appoint a vice chairman of the board of directors who may, in the absence or disability of the chairman, perform the duties and exercise and powers of the chairman and perform such other duties and possess such other powers as from time to time are authorized by the board of directors. 3.8 President. The president shall be the chief operating officer of the Corporation and shall have charge and supervision of the day to day business operations of the Corporation, subject to the authority of the chairman of the board of directors and of the board of directors. Unless the board of directors or chairman of the board of directors shall otherwise direct, all executive officers of the Corporation shall report, directly or through their immediate superior officers, to the president. The president shall perform such other duties and shall have such other powers as the board of directors may from time to time prescribe. 3.9 Vice Presidents. The vice president shall perform such duties and shall have such powers as the board of directors, chairman of the board of directors or the president may from time to time prescribe. The vice president shall discharge the duties of the president when the president, for any reason, cannot discharge the duties of his office. He shall have such other powers and perform such other duties as shall be prescribed by the directors. Any assistant vice presidents shall perform such duties and possess such powers as the board of directors, the chairman of the board of directors, the president or the vice president may from time to time prescribe. 3.10 Secretary and Assistant Secretaries. The secretary shall perform such duties and shall have such powers as the board of directors, chairman of the board of directors or the president may from time to time prescribe. In addition, the secretary shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation, the 7 duty and power to give notices of all meetings of stockholders and special meetings of the board of directors, to attend all meetings of stockholders and the board of directors and keep a record of the proceedings, to maintain a stock ledger and prepare lists of stockholders and their addresses as required, to be custodian of corporate records and the corporate seal, if any, and to affix and attest to the same on documents. Any assistant secretary shall perform such duties and possess such powers as the board of directors, the chairman of the board of directors, the president or the secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the secretary, the assistant secretary (or if there be more than one, the assistant secretaries in the order determined by the board of directors) shall perform the duties and exercise the powers of the secretary. In the absence of the secretary or any assistant secretary at any meeting of stockholders or directors, the person presiding at the meeting shall designate a temporary secretary to keep a record of the meeting. 3.ll Treasurer and Assistant Treasurers. The treasurer shall perform such duties and shall have such powers as from time to time be assigned to him by the board of directors, the chairman of the board of directors or the president. In addition, the treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the board of directors, the chairman of the board of directors, the president or any vice president of the Corporation so authorized to act by specific authorization of the board of directors or chairman of the Directors, to make proper accounts of such funds, and to render, as required by the board of directors, chairman of the board of directors or president, statements of all such transactions and of the financial condition of the Corporation. The assistant treasurers shall perform such duties and possess such powers as the board of directors, the chairman of the board of directors, the president or the treasurer may from time to time prescribe. In the event of the absence, inability or refusal to act of the treasurer, the assistant treasurer (or if there shall be more than one, the assistant treasurers in the order determined by the board of directors) shall perform the duties and exercise the powers of the treasurer. 3.12 Salaries. Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the board of directors. ARTICLE 4 - Capital Stock 4.1 Issuance of Stock. Unless otherwise voted by the stockholders and subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any unissued balance of the authorized capital stock of the Corporation held in its treasury may be issued, sold, transferred or otherwise disposed of by vote of the board of directors in such manner, for such consideration and on such terms as the board of directors may determine. 8 4.2 Certificates of Stock. Every holder of stock of the Corporation shall be entitled to have a certificate, in such form as may be prescribed by law and by the board of directors, certifying the number and class of shares owned by him in the Corporation. Each such certificate shall be signed by, or in the name of the Corporation by the chairman or vice chairman, if any, of the board of directors, or the president or a vice president, and the treasurer or an assistant treasurer, or the secretary or an assistant secretary of the Corporation. Any or all of the signatures on the certificate may be a facsimile. Each certificate for shares of stock which are subject to any restriction on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable securities laws or any agreement among any number of shareholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction. 4.3 Transfers. Except as otherwise established by rules and regulations adopted by the board of directors, and subject to applicable laws, shares of stock may be transferred on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonable require. Except as may be otherwise required by law, by the Certificate of Incorporation or by these Bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these Bylaws. 4.4 Lost. Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the board of directors may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving such indemnity as the board of directors may require for the protection of the Corporation or any transfer agent or registrar. 4.5 Record Date The board of directors may fix in advance a date as a record date for the determination of the stockholders entitled to notice of or to vote at any meeting of stockholders or to express consent (or dissent) to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not be more than 60 days prior to any other action to which such record date relates. If no record date is fixed, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day before the day on which notice is given, or, if notice is waived, at the close of business on the day before the day on which the meeting is held. The record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is expressed. The record date for determining 9 stockholders for any other purpose shall be at the close of business on the date on which the board of directors adopts the resolution relating to such purpose. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. ARTICLE 5 - Indemnification The Corporation shall, to the fullest extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as that Section may be amended and supplemented from time to time, indemnify any director, officer or trustee which it shall have power to indemnify under that Section against any expenses, liabilities or other matters referred to in or covered by that Section. The indemnification provided for in this Article (i) shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities and as to action in another capacity while holding such office, (ii) shall continue as to a person who has ceased to be a director, officer or trustee, and (iii) shall inure to the benefit of the heirs, executors and administrators of such a person. The Corporation's obligation to provide indemnification under this Article shall be offset to the extent of any other source of indemnification or any otherwise applicable insurance coverage under a policy maintained by the Corporation or any other person. ARTICLE 6 - General Provisions 6.1 Fiscal Year. The fiscal year of the Corporation shall be determined by the board of directors. 6.2 Corporate Seal. The corporate seal, if any, shall be in such form as shall be approved by the board of directors. 6.3 Written Notice of Meetings. Whenever written notice is required to be given to any person pursuant to law, the Certificate of Incorporation or these Bylaws, it may be given to such person, either personally or by sending a copy thereof by first class mail, or by telegram, charges prepaid, to his address appearing on the books of the Corporation, or to his business or other address supplied by him to the Corporation for the purpose of notice. If the notice is sent by first class mail or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in case of a special meeting of the shareholders, the general nature of the business to be transacted. 6.4 Waiver of Notice. Whenever any notice whatsoever is required to be given by law, by the Certificate of Incorporation or by these Bylaws, a waiver of such notice either in writing signed by the person entitled to such notice or such person's duly authorized attorney, or by telegraph, cable or any other available method, whether before, at or after the time stated in such waiver, or the appearance of such person or persons at such meeting in person or by proxy, shall be deemed equivalent to such notice. 10 6.5 Voting of Securities. Except as the directors may otherwise designate, the president or treasurer may waive notice of, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at any meeting of stockholders or shareholders of any other Corporation or organization, the securities of which may be held by this Corporation. 6.6 Evidence of Authority. A certificate by the secretary, or an assistant secretary, or a temporary secretary, as to any action taken by the stockholders, directors, a committee or any officer of representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action. 6.7 Certificate of Incorporation. All references in these Bylaws to the Certificate of Incorporation shall be deemed to refer to the certificate of Incorporation of the Corporation, as amended and in effect from time to time. 6.8 Transactions with Interested Parties. No contract or transaction between the -corporation and one or more of the directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of the directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or a committee of the board of directors which authorizes the contract or transaction or solely because his or their votes are counted for such purpose, if: (l) The material facts as to his relationship or interest as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorized the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the board of directors, a committee of the board of directors, or the stockholders, Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. 6.9 Severability. Any determination that any provision of these Bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these Bylaws. 6.10 Pronouns. All pronouns used in these Bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. 11 ARTICLE 7 - Amendments 7.l By the Board of Directors. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of a majority of the directors present at any regular or special meeting of the board of directors at which a quorum is present. 7.2 By the Stockholders. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the affirmative vote of the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at any regular meeting of stockholders, or at any special meeting of stockholders, provided notice of such alternation, amendment, repeal or adoption of new Bylaws shall have been stated in the notice of such special meeting. ADOPTED THIS 1st day of October, 1992. Attest:/S/ Tom Sollami /S/ Dennis Blomquist Secretary President CERTIFICATE OF SECRETARY KNOW ALL MEN BY THESE PRESENTS: That the undersigned does hereby certify that the undersigned is the secretary of the aforesaid Corporation, duly organized and existing under and by virtue of the laws of the State of Delaware; that the above and foregoing Bylaws of said Corporation were duly and regularly adopted as such by the board of directors of said Corporation by unanimous consent. DATED this 1st day of October, 1992 /S/ Tom Sollami Secretary EX-3 4 SPECIMEN CERTIFICATE Exhibit No. 3 - SPECIMEN STOCK CERTIFICATE NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Certificate No. Number of Shares --VOID XXXXXXX REXFORD, INC. Total Authorized Capital 100,000,000 Shares of Common Stock Par Value $0.001 Each This Certifies that ----------SPECIMEN-------------- is the registered holder of --------------------VOID-------------------- Shares, fully paid and nonassessable shares of the Common Stock of REXFORD, INC. transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed. In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this ----- day of ----------- A.D. 19xx. /s/---------------------- [Corporate Seal] /s/------------------------- Secretary President Countersigned: Fidelity Transfer Company 1800 South West Temple, Suite 301 Salt Lake City, Utah 84111 (303) 595-3300 By:---------------------- EX-4 5 FINANCIAL DATA SCHEDULE [ARTICLE] 5 [PERIOD-TYPE] 6-MOS YEAR [FISCAL-YEAR-END] SEP-30-1998 SEP-30-1997 [PERIOD-END] MAR-31-1998 SEP-30-1997 [CASH] 106 540 [SECURITIES] 0 0 [RECEIVABLES] 0 0 [ALLOWANCES] 0 0 [INVENTORY] 0 0 [CURRENT-ASSETS] 106 540 [PP&E] 0 0 [DEPRECIATION] 0 0 [TOTAL-ASSETS] 106 540 [CURRENT-LIABILITIES] 20,548 590 [BONDS] 0 0 [PREFERRED-MANDATORY] 0 0 [PREFERRED] 0 0 [COMMON] 152,357 152,357 [OTHER-SE] (172,799) (152,407) [TOTAL-LIABILITY-AND-EQUITY] 106 540 [SALES] 0 0 [TOTAL-REVENUES] 0 0 [CGS] 0 0 [TOTAL-COSTS] 20,392 42,795 [OTHER-EXPENSES] 0 0 [LOSS-PROVISION] 0 0 [INTEREST-EXPENSE] 0 0 [INCOME-PRETAX] 0 0 [INCOME-TAX] 0 0 [INCOME-CONTINUING] 0 0 [DISCONTINUED] 0 0 [EXTRAORDINARY] 0 0 [CHANGES] 0 0 [NET-INCOME] (20,392) (42,795) [EPS-PRIMARY] (0.00) (0.00) [EPS-DILUTED] (0.00) (0.00)
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