-----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, IKVWcW+F/PWxnbh1pq26573xuN4+xfSeFXude3nMjd3c48h2eQO4pN18xxFDtTLT aJjVR79euOVfsNRyPrxLFg== 0001081271-99-000007.txt : 19990405 0001081271-99-000007.hdr.sgml : 19990405 ACCESSION NUMBER: 0001081271-99-000007 CONFORMED SUBMISSION TYPE: 10SB12G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WEBSTAR COMMINCATIONS INC CENTRAL INDEX KEY: 0001071222 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 880393584 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10SB12G SEC ACT: SEC FILE NUMBER: 000-25697 FILM NUMBER: 99586306 BUSINESS ADDRESS: STREET 1: 236 S RAINBOW BLVD STREET 2: SUITE 483 CITY: LAS VEGAS STATE: NV ZIP: 89128 BUSINESS PHONE: 7022474474 MAIL ADDRESS: STREET 1: 236 S RAINBOW BLVD STREET 2: SUITE 483 CITY: LAS VEGAS STATE: NV ZIP: 89128 10SB12G 1 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 Webstar Communications, Incorporated ----------------------------------------------------- (Name of Small Business Issuer in its charter) Nevada 88-0393584 ---------- ------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification number) 236 S. Rainbow Blvd., Suite 483, Las Vegas, Nevada 89128 - ------------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) Issuer's Telephone Number: (702) 363-0066 Securities to be registered under Section 12(b) of the Act: Title of each class to be so registered: n/a Name of exchange on which each class is to be registered: n/a Securities to be registered under Section 12(g) of the Act: Common Stock, par value $.001 per share INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF BUSINESS GENERAL Webstar Communications, Incorporated (the "Company" or the "Registrant") was organized as a Nevada corporation on April 27, 1998, for the purpose of providing full service web design and maintenance on the Internet. The Company is dedicated to providing unique communications solutions in this emerging medium. The Company bases its business on the principle that technology is a tool to communicate ideas, information, and products or services. To date, the Company has concentrated on marketing of its services through the Internet and by word of mouth in the local Las Vegas, Nevada Area. PRINCIPAL PRODUCTS AND MARKETS Currently, the Company believes from the information gathered on the Internet, that web page design and maintenance of web sites is in high demand at this point in the Internet industry's development. As the number of web pages on the Internet doubles every two months, there is more and more development work to be done. The Company's goal as a web designer is to determine the appropriate content for an online presence, incorporate appealing graphics, copy, and present the page in such a way that the page meets the marketing and informational objectives of the client. The Company will use the content provided by the client and integrate it into a Web site. The demand for small sites seems to be growing. Designing has become a lucrative business for those who have the knowledge and ability to develop sites quickly. The designer of a small site can expect to earn from $250 to $5,000, while designers of larger sites can command fees of $25,000 to $500,000, or even more. One factor which plays a major role in determining the cost for designing a site is the time required to do so. Web sites can take months to put together, depending on the form in which the client provides the content for the site. The Company must estimate their time accurately in order to provide a sound estimate for their clients about site preparation. The Company will rely upon the talent of management for graphic services to create web pages. Management's main focus will be to present web pages with illustrations, graphic representations, and scanned photos. The Company plans to out source the services of graphic artist for advanced graphics and animations solutions. The Company markets its products via the Internet and relies upon word-of-mouth and referrals to help establish its client base. When the Company is able to better identify and focus on more specific markets it will adjust its distribution methods accordingly. The Company intends to investigate other business opportunities in the web page design industry, such as newly developed programs which can read the user's browser type and display web sites according to a user's system and preferences. The Company believes these systems would be valuable for effective advertising. For example, when a Mac user visits a specific site, only advertisements featuring Mac software may appear. On the other hand if the customer is using a Windows-based machine, the advertisements would promote Windows software. This is a cost-saving toll for the advertiser since payment for the site may be based on the number of times the advertisement is served up to a user. METHODS OF DISTRIBUTION Since November of 1998, the Company has maintained its web-site/online service at http://www.wizard.com/webstar and e-mail at webstar@wizard.com. Currently, clients e-mail or call the company for personal consultation on web page design. 1 The Company is dependent upon advertising and publicity (via word of mouth) to bring awareness of the Company's products to its potential clientele. The Company is able to advertise on the Web in the form of banner ads appearing on other's web-sites that are hyper-linked to the Company's web- site. The Company will use on-line advertising provided free by its Internet provider as its primary source of advertising. The Company relies upon word-of-mouth and referrals to help establish its client base. To date, the Company has generated a large portion of its client base from these referrals. When the Company is able to better identify and focus on more specific markets it will adjust its distribution methods accordingly. At such time as the Company has built its market profile, it anticipates advertising through direct mail. SUPPLIERS The Company uses retail computer outlet stores, such as Computer City, Computer Warehouse and Mirage Computers, Inc., for the purchases of the latest software technology in graphic design and Internet communications. COMPETITION Companies such as Internet Design Solutions, Vegas Page Master, PGR International, Webster's, Inc., AM Business Services, and 808 Designs, are anticipated to give the Company direct competition in the Greater Las Vegas Area. Competition from the industry is anticipated from such Internet services as, AGENCY.COM, NETCOM, ELECTRIC-PAGES, as well as all the major software manufacturers who offer web page building software and services. The Company's competitors in the Las Vegas area will include national and local Internet Service Providers and webmaster. Two local providers @wizard.com and InterMind offer web page design as a service. Both companies have substantial resources to compete with the company. Most local Internet Providers offer web page design, layout and construction as a service, not a major revenue source. Generally, these providers charge by the page and an installation charge. The Company believes it has four competitive advantages: (A) Price. The Company believes pricing to be one advantage. The Company believes that the national competitors in the industry must advertise on national Internet home pages with banner advertising and Media advertising to attract customers. These expenditures of advertising increase the cost of services offered. These cost margins for national competitors will give the Company the ability to compete on price. Also, the Company believes lower overhead costs will give the Company another advantage in pricing. The Company has no plans to compete with the "generic type" web page companies that can be found through a time consuming process on the Internet. Many of these competitors advertise commercial deluxe web sites for as low as $350. However, the consumer usually does not understand that there are hidden costs, such as monthly services fees, web site setup fees and many other charges. The Company plans to build its future on competitive pricing with excellent service and maintenance of the client's sites. The Company's market strategy will be to introduce three types of web sites. The pricing of which will be as follows: Personal Web Page starting at: $250 Small Business/Home Pages starting at: $500 Commercial Pages starting at: $750 2 More intracately designed pages will be charged on a hourly rate as follows: HTML planning and design $40/hour Art $60/hour CGI/Java Programming $75/hour Marketing, Presentation $40/hour Training for client: HTML $60/hour Art $100/hour Graphic Conversion/ Scanning $5 per image Minor page modifications are provided free for 30 days. Thereafter, modifications are provided at a hourly rate of $40.00, unless, graphic design is desired. (B) Service. The Company will introduce three types of web pages: Personal, Small Business/Home and Commercial. This marketing strategy will give both individual and local businesses the flexibility and freedom to design and build a Web presence that's most appropriate for their needs. The ability to offer a one on one setting to the client will be to the advantage of the Company, vs. e-mail correspondence, which national competitors can only provide. (C) Quality. The Company realizes that the success of any business is dependent on the quality of its products and services. The Company believes that "you get what you pay for." By offering quality products and competitive prices, management believes it will increase business as well as the profitability of the Company, and have an advantage over competitors who advertise commercial deluxe web sites for low, low prices. The quality of Graphic techniques and the talents of management will play a vital role in the creative design and presentation that will portray the individual client's needs. (D) Efficiency. The Company feels that time efficiency will be an important factor to many of the potential clients. Management believes being able to produce a creative web page as directed by the input and conceptual design of each individual client in a timely manner will be an important ingredient to the success of the Company. EMPLOYEES The Company currently has only one employee, its President, Tracy J. Nelson. Mr Nelson does not devote his full attention to the affairs of the Company. As growth of the Company continues, additional employees will be added when necessary. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS GENERAL The Company currently operates at 236 S. Rainbow Bl., Suite 483, Las Vegas, Nevada 89128. The Company's principal business is providing web page design and maintenance on the Internet. To date, the Company has only received $580 in revenues from operations. During the next twelve months the Company's plan of operation is to introduce its web page design to various markets and hopefully achieve a certain amount of market penetration in one or more of these markets by achieving a client base. The Company intends to continue to develop its web page design capabilities to suit its market as it is better able to delineate and focus on its goals. 3 The Company believes that the funds it raised in its offering in August of 1998 ($51,250 in gross proceeds), which are largely not yet expended, will be sufficient to provide for the foregoing cash requirements for day to day operations in the next twelve months, as well as provide for costs of implementing its marketing strategies. Of those funds, the Company has budgeted approximately $29,000 to cover the costs associated with establishing its client base, advertising, purchase of supplies and equipment associated with the web page design industry, and hopefully some limited market penetration. There is no guarantee that the budgeted funds will be sufficient to achieve these goals. The Company has no plans for any purchases of significant equipment or property, nor are there plans for additional employees until or unless warranted due to business needs. Management believes that it will not achieve profitability until it is able to realize approximately $5,000 in gross sales per month. The Company has no guarantee that it will be able to achieve this goal in the next twelve months. If the Company does not succeed in seeing limited revenues or, at a minimum, the potential of limited revenues, in the next twelve months, it may be forced to discontinue operations unless it is able to raise sufficient capital to continue pursuing its business plan. Management is not experienced in developmental companies and may not have estimated its needs for advertising and associated expenses in acquiring a client base accurately. The Company may require additional funds and time to achieve these goals. Even if the Company begins generating revenues, it could require additional funding for expansion. It may be difficult for the Company to succeed in securing additional financing. The Company may be able to attract some private investors, or officers and directors may be willing to make additional cash contributions, advancements or loans. Or, in the alternative, the Company could attempt some form of debt or equity financing. However, there is no guarantee that any of the foregoing methods of financing would be successful. If the Company fails to achieve at least a portion of its business goals in the next twelve months with the funds available to it, there is substantial uncertainty as to whether it will continue operations. PLAN OF OPERATION During the next twelve months, the Company's plan of operation is to look to further expansion on the World Wide Web,(WWW), where some 50 million potential customers are looking to find the products and services they need. The Company believes the World Wide Web could become the greatest resource for the Company's future growth and expansion. The Company's plans include modifying its web site. Management looks to include an on-line ordering service and to offer a secured site to increase the Company's on-line e-commerce. The Company intends to continue to develop its advertising concept on the Web which is currently represented in the form of banner ads. During the next twelve months, the Company's cash requirements will include its lease payments on the Company's office space in Las Vegas, Nevada, as well as miscellaneous overhead. Management believes that the Company's existing cash resources and cash generated from operations will be sufficient to fund the Company's ongoing operations through the remainder of 1999 and be sufficient to provide for the foregoing cash requirements for day to day operations in the next twelve months. There is no guarantee that the budgeted funds will be sufficient to achieve these goals. Management believes that it will not achieve profitability until it is able to realize approximately $5,000 in gross sales per month. The Company has no guarantee that it will be able to achieve this goal in the next twelve months. The Company may require additional funds and time to achieve these goals. Even if the Company begins generating revenues, it could require additional funding for expansion. The Company may find it difficult to succeed in securing additional financing. The Company may be able to attract some private investors, or an officer and/or director may be willing to make additional cash contributions, advancements or loans. Or, as an alternative, the Company could attempt some form of debt or equity financing. 4 YEAR 2000 ISSUES - ----------------- The Company has conducted a comprehensive review of its computer and telephone to identify the systems that could be affected by the Year 2000 issue and is developing an implementation plan to resolve the issue. The issue pertains to whether or not computer systems will properly recognize date-sensitive information when the year changes to 2000. Systems that do not properly recognize such information could generate erroneous data or cause a system to fail. The company is heavily dependent on computers and the Internet in the conduct of its business activities. The Company has identified three areas which could be affected by the Year 2000 issue: computer systems, Internet services, and telephone systems. A. Computer Systems The Company uses a variety of computer software packages to operate the business, the majority of which are Internet related in design, graphics and operations. The Company has reviewed the software it uses (i.e., Microsoft Office with the upgrade to Microsoft Office 2000 and related programs) and has been assured by Microsoft Corporation that the products that it uses are new enough to not be affected by any Year 2000 issues. B. Internet Service @wizard.com, the Company's Internet provider, assures the Company that their computer systems will not be affected by any Y2K issues. @wizard.com, located in Las Vegas, Nevada, uses Sprint, which uses a Nortel DMS 100 system which will accommodate all Y2K issues. C. Telephone Systems The Company uses the only local carrier in Las Vegas, Sprint, for its telephone system. Sprint uses a Nortel DMS 100 system which will accommodate Y2K issues. The Company will experience no additional costs to upgrade or modify the phone systems to accommodate any Year 2000 issues. Based on the review of the computer systems, management does not believe the cost of remediation will be material to the Company's financial position and result of operations. ITEM 3. DESCRIPTION OF PROPERTY The Company maintains a monthly rental with an organization from which it rents an address/postal box and telephone answering service. The annual rental on this space is approximately $90 and includes the use, when available, of a small desk area. The Company has not signed a lease on this space but has prepaid the rental through April of 1999. The Company utilizes a portion of its Secretary's home (1906 Citroen Street, Las Vegas, NV 89122) for web page design and maintenance. ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information as of March 26, 1999, with respect to the beneficial ownership of the common stock by each officer and director of the Company, each person (or group of persons whose shares are required to be aggregated) known to the Company to be the beneficial owner of more than five percent (5%) of the common stock, and all such directors and executive officers of the Company as a group. Unless otherwise noted, the persons named below have sole voting and investment power with respect to the shares shown as beneficially owned by them. 5 Title of Name and Address Amount & Nature Percent of Class of Beneficial Owner of Beneficial Owner Class - ----------------------------------------------------------------------------- Common Tracy J. Nelson 100,000 24.7% P.O. Box 988 Logandale, NV 89021 Common MaryAnn Coleman 100,400 24.8% 1906 Citron Street Las Vegas, NV 89122 Common D. Mihran Freeland 28,000 6.9% 1623 E. Fremont Street Las Vegas, NV 89101 Common Dennis and Marci Evans 28,000 6.9% 6357 Vicuna Drive Las Vegas, NV 89102 Common Barbara and James Hofert 22,000 5.4% 7380 Cameron Street Las Vegas, NV 89129 Common All Officers and Directors 200,000 49.4% as a Group (2 Persons) An Officer and Director of the Company. These shares are restricted. 100,000 of these shares are held in the name of MaryAnn Coleman, an officer and director of the Company, and are restricted. 400 shares are held in the name of Kevin Coleman, spouse of MaryAnn Coleman. 8,000 shares are held in the name of Dennis Evans and 20,000 shares are held in the name of Marci Evans. Dennis and Marci Evans are married. 20,000 shares are held in the name of Barbara Hofert and 2,000 shares are held in the name of James Hofert. The Company believes that Barbara and James Hofert are married. CHANGES IN CONTROL The Company has no arrangements which might result in a change in control of the Company. ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The following table sets forth the directors and executive officers of the Company, their ages, and all positions with the Company. Name Age Position ____________________________________________________________________________ Tracy J. Nelson 35 President, Chief Executive Officer, Chief Financial Officer and a Director MaryAnn Coleman 33 Secretary/Treasurer and a Director Mr. Tracy J. Nelson has served as President, Chief Executive Officer, Chief Financial Officer, and Director of the Company since April 27, 1998. Mr. Nelson graduated from Southern Nevada Vocational Technical Center in 1980. From 1990 to 1993, Mr. Nelson was employed by Excalibur Hotel/Casino in Las Vegas, Nevada, as an engineer. He developed the computerized Key/Lock Program for tracking the issuance and maintenance for the hotel property. Mr. Nelson has extensive experience with computerized guest entry systems and electronic access. In 1997, Mr. Nelson served as Secretary/Treasurer for Preferred Resources, Inc. in Las Vegas, Nevada. From 1993 to current, Mr. Nelson was employed by Luxor Hotel/Casino in Las Vegas, Nevada, as a Supervisor Engineer. Mr Nelson was directly over the development and set up of all data base systems for the Engineering & Lock Maintenance Program for the hotel property. 6 Ms. Mary Ann Coleman has served as the Secretary and Director of the Company since April 27, 1998. From 1982 to 1983, Ms. Coleman attended Brigham Young University studying General Business. From 1991 to 1992, Ms. Coleman worked as a Rapid Extractions Computer Operator in Salt Lake City, Utah. From 1994 to 1996, Ms. Coleman was Treasurer and a Director for Gem Source, Inc. Along with her management responsibilities for Gem Source, she developed the art layout and design of the company advertising campaign, and served as the company's in house graphic artist. From 1999 to current, Ms. Coleman is employed by Reno Airline based in Las Vegas, Nevada, as a Reservations Sales Agent. FAMILY RELATIONSHIPS There are no family relationships among the Company's directors and/or executive officers. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS To the best of management's knowledge, during the past five years, no present or former director or executive officer of the Company: (1) Has filed a petition under federal bankruptcy laws or any state insolvency law, had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which she was a general partner at or within two years before the time of such filing, or any corporation or business association of which she was an executive officer at or within two years before the time of such filing; (2) Was convicted in a criminal proceeding or named the subject of a pending criminal proceeding (excluding traffic violations and other minor offences); (3) Was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining her from or otherwise limiting her involvement in any type of business, securities or banking activities; or (4) Was found by a court of competent jurisdiction in a civil action, by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities law. ITEM 6. EXECUTIVE COMPENSATION The following table sets forth the compensation received by the Company's President since inception in April of 1998. There are no other officers of the Company who have been paid any compensation. SUMMARY COMPENSATION Name and Principal All other Position Year Compensation - -------------------------------------------------------------------------- Tracy Nelson 1998 -0- President The Company intends to compensate Mr. Nelson $1,000 per month at such time as the Company actually commences conducting substantive business. No additional compensation in any other form has been paid nor is there currently any plan or arrangement for future compensation. 7 OPTIONS/SAR GRANTS There were no stock options or stock appreciation rights granted to any executive officer since its inception through the present date. AGGREGATED OPTION/SAR EXERCISES AND FISCAL YEAR END OPTION/SAR VALUE TABLE Not applicable. LONG TERM INCENTIVE PLANS There are no long term incentive plans in effect and therefore no awards have been given to any executive officer in the past year. COMPENSATION OF DIRECTORS The Company pays no fees to members of the Company's Board of Directors for the performance of their duties as directors. The Company has not established committees of the Board of Directors. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS The Company has no employment contracts in effect with any of the members of its Board of Directors or its executive officers nor are there any agreements or understandings with such persons regarding termination of employment or change-in control arrangements. ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS There have been no material transactions in the past two years or proposed transactions to which the Company has been or proposed to be a party in which any officer, director, nominee for officer or director, or security holder of more than 5% of the Company's outstanding securities is involved. The Company has no promoters other than its President, Tracy J. Nelson. There have been no transactions which have benefitted or will benefit Mr. Nelson either directly or indirectly. ITEM 8. LEGAL PROCEEDINGS The Company is not a party to any material pending legal proceedings and, to the best of its knowledge, no such action by or against the Company has been threatened. None of the Company's officers, directors, or beneficial owners of 5% or more of the Company's outstanding securities is a party adverse to the Company nor do any of the foregoing individuals have a material interest adverse to the Company. Item 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS MARKET INFORMATION The Company has no public trading market for its common stock. Although the Company intends to seek a quotation for its common shares on the Over-the- Counter Bulletin Board in the future, there is no assurance the Company will do so, nor is there any assurance that should the Company succeed in obtaining a listing for its securities on the OTC Bulletin Board or on some other exchange, that a trading market for the Company's stock will develop. There are no outstanding options, warrants to purchase, or securities convertible into common equity of the Company outstanding. The Company has not agreed to register any shares of its common stock for any shareholder. 8 STOCKHOLDERS The Company's transfer agent, Pacific Stock Transfer Company, confirms that as of September 28, 1998, there were 49 shareholders of record. DIVIDENDS To date, the Company has not paid any dividends on its common stock. The payment of dividends, if any, in the future is within the discretion of the Board of Directors and will depend upon the Company's earnings, its capital requirements and financial condition, and other relevant factors. The Board does not intend to declare any dividends in the foreseeable future, but instead intends to retain all earnings, if any, for use in the Company's business operations. Under Nevada Corporate Law, dividends may be paid out of surplus or, in case there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the proceeding fiscal year. ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES On April 28, 1998, in connection with its organization, the Company sold 200,000 shares of its common stock to two investors at $.05 per share pursuant to Section 4(2) of the Securities Act of 1933. These securities were issued as follows: 100,000 shares to Tracy J. Nelson in exchange for cash payment of $5,000.00; and 100,000 shares to Mary Ann Coleman in exchange for cash payment of $5,000.00. There were no underwriting discounts or commissions involved in the sale of these securities. The Company undertook a public offering which commenced August 12, 1998 and terminated on September 11, 1998, the Company sold an aggregate of 205,000 shares. These shares were issued to non-affiliates, and is therefore free trading. The Company has a total of 47 investors at a sales prices of $.25 per share pursuant to an exemption from registration provided by Regulation D, Rule 504. All of the 205,000 shares were issued in reliance on the federal exemption from registration under Rule 504 of Regulation D and for which a Form D was filed with the U.S. Securities Exchange Commission (the "SEC") on September 21, 1998. These securities were sold for cash. There were no underwriting discounts or commissions involved in the sale of these securities. ITEM 11. DESCRIPTION OF SECURITIES The Company is presently authorized to issue 25,000,000 shares of common stock, $.001 par value per share. The Company presently has 405,000 shares of common stock outstanding. The holders of common stock (i) have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by the Board of Directors of the Company; (ii) are entitled to share ratably in all of the assets of the Company available for distribution or winding up of the affairs of the Company; (iii) do not have preemptive subscription or conversion rights and there are no redemption or sinking fund applicable thereto; and (iv) are entitled to one non-cumulative vote per share, on all matters which Shareholders may vote on at all meetings of Shareholders. NON-CUMULATIVE VOTING The holders of Shares of common stock of the Company do not have cumulative voting rights which means that the holders of more than fifty percent (50%) of such outstanding Shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining Shares will not be able to elect any of the Company's directors. 9 ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS A. Indemnification provided by statute: - ------------------------------------------ Sections 78.037, 78.295, 78.300, 78.7502, 78.751 and 78.752 of the Nevada Revised Statutes offer limitation of liability protection for officers and directors and/or indemnification protection of officers, directors, employees and agents of the Company, and provide as follows: NRS 78.037 Articles of incorporation: Optional provisions. The articles of incorporation may also contain: 1. A provision eliminating or limiting the personal liability of a director or officer to the corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but such a provision must not eliminate or limit the liability of a director or officer for: (a) Acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (b) The payment of distributions in violation of NRS 78.300. 2. Any provision, not contrary to the laws of this state, for the management of the business and for the conduct of the affairs of the corporation, and any provision creating, defining, limiting or regulating the powers of the corporation or the rights, powers or duties of the directors, and the stockholders, or any class of the stockholders, or the holders of bonds or other obligations of the corporation, or governing the distribution or division of the profits of the corporation. NRS 78.295. Liability of directors for declaration of distributions. A director is fully protected in relying in good faith upon the books of account of the corporation or statements prepared by any of its officials as to the value and amount of the assets, liabilities or net profits of the corporation, or any other facts pertinent to the existence and amount of money from which distributions may properly be declared. NRS 78.300 Liability of directors for unlawful distributions. 1. The directors of a corporation shall not make distributions to stockholders except as provided by this chapter. 2. In case of any willful or grossly negligent violation of the provisions of this section, the directors under whose administration the violation occurred, except those who caused their dissent to be entered upon the minutes of the meeting of the directors at the time, or who not then being present caused their dissent to be entered on learning of such action, are jointly and severally liable, at any time within 3 years after each violation, to the corporation, and, in the event of its dissolution or insolvency, to its creditors at the time of the violation, or any of them, to the lesser of the full amount of the distribution made or of any loss sustained by the corporation by reason of the distribution to stockholders. NRS 78.7502 Discretionary and mandatory indemnification of officers, directors, employees and agents: General provisions. 1. A corporation may 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, except 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 the action, suit or proceeding if he acted 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 10 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 upon a plea of nolo contendere or its equivalent, does 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 that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may 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 amounts paid in settlement and attorneys fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems 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 subsections 1 and 2, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys fees, actually and reasonably incurred by him in connection with the defense. NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification and advancement of expenses. 1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court or advanced pursuant to subsection 2, may 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. The determination must be made: (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion; or (d) If a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 2. The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 3. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: 11 (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. NRS 78.752. Insurance and other financial arrangements against liability of directors, officers, employees and agents. 1. A corporation may purchase and maintain insurance or make other financial arrangements 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 for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not the corporation has the authority to indemnify him against such liability and expenses. 2. The other financial arrangements made by the corporation pursuant to subsection 1 may include the following: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation. (d) The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court. 3. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the board of directors, even if all or part of the other person s stock or other securities is owned by the corporation. 4. In the absence of fraud: (a) The decision of the board of directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and (b) The insurance or other financial arrangement: (1) Is not void or voidable; and (2) Does not subject any director approving it to personal liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement. 5. A corporation or its subsidiary which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions of Title 57 of NRS. B. Indemnification provided by the Articles of Incorporation - -------------------------------------------------------------- The NINTH article of the Company's Articles of Incorporation limits the liability exposure of officers and directors of the Company for damages. It provides as follows: No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages 12 for breach of fiduciary duty as a director or officer involving any act or omission of any such director of officer; provided however, that the foregoing provision shall not eliminate or limit the liability or a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts of omissions prior to such repeal or modification. C. Indemnification provided by the By-Laws of the Company - ----------------------------------------------------------- Article VII, INDEMNIFICATION, of the Company's By-Laws provides for the following indemnification protections: Except as hereinafter stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation. As of the date hereof, the Company has no contracts in effect providing any indemnitee with any specific rights of indemnification although the Company's bylaws authorize its Board of Directors to enter into and deliver such contracts to provide an indemnitee with specific rights of indemnification in addition to the rights provided in the Articles and Bylaws to the fullest extent provided under Nevada law. The Company has no special insurance against liability although the Company's bylaws provide that the Company may, unless prohibited by Nevada law, maintain such insurance. ITEM 13. FINANCIAL STATEMENTS 13 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 1998 14 TABLE OF CONTENTS Page Number ACCOUNTANT'S REPORT 1 FINANCIAL STATEMENT: Balance Sheet 2 Statement of Operations and Deficit Accumulated During the Development Stage 3 Statement of Changes in Stockholders' Equity 4 Statement of Cash Flows 5 Notes to the Financial Statements 6 15 DAVID E. COFFEY 3651 Lindell Rd. - Suite H Las Vegas, NV 89103 CERTIFIED PUBLIC ACCOUNTANT (702) 871-3979 To the Board of Directors and Stockholders of Webstar Communications, Inc. Las Vegas, Nevada I have audited the accompanying balance sheet of Webstar Communications, Inc. (a development stage company) as of December 31, 1998 and the related statements of operations, cash flows and changes in stockholders' equity for the period from April 23, 1998 (date of inception) to December 31, 1998. These financial statements are the responsibility of Webstar Communications, Inc.'s management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit of the financial statements provide a reasonable basis for my opinion. In my opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Webstar Communications, Inc. as of December 31, 1998 and the results of operations, cash flows and changes in stockholders' equity for the period then ended in conformity with generally accepted accounting principles. /s/DAVID COFFEY C.P.A. David Coffey C.P.A. March 5, 1999 16 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) BALANCE SHEET DECEMBER 31, 1998 ASSETS Cash $ 52,290 Organizational costs, less accumulated amortization of $24 161 ------ Total Assets $ 52,451 ====== LIABILITIES & STOCKHOLDERS' EQUITY Accounts payable: Stockholder $ 185 Trade 0 --- Total Liabilities 185 Stockholders' Equity Common stock, authorized 25,000,000 shares at $.001 par value, issued and outstanding 405,000 shares 405 Additional paid-in capital 52,882 Deficit accumulated during the development stage (1,021) ------ Total Stockholders' Equity 52,266 Total Liabilities and Stockholders' Equity $ 52,451 ====== The accompanying notes are an integral part of these financial statements. -2- 17 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF OPERATIONS AND DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE FOR PERIOD ENDED FROM April 27, 1998 To December 31, 1998 Sales $ 580 Expenses: Amortization 24 Licenses and fees 664 Office expenses 213 Telephone 150 Web site expenses 550 ----- Total expenses 1,601 Net loss (1,021) Retained earnings, beginning of period 0 Deficit accumulated during the development stage $ (1,021) ===== The accompanying notes are an integral part of these financial statements. -3- 18 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY PERIOD From April 27, 1998 (Date of Inception) To December 31, 1998 Additional Common Stock Paid-in Shares Amount Capital Total ------- ------ ------- ----- Balance, April 27, 1998 --- $ -- $ --- $ --- Issuance of common stock for cash 405,000 405 60,845 61,250 Less offering costs 0 0 (7,963) (7,963) Less net loss 0 0 0 (1,021) ------- -- ------ ------ Balance, December 31, 1998 405,000 $ 405 $ 52,882 $ 52,266 ======= === ====== ====== The accompanying notes are an integral part of these financial statements. -4- 19 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) STATEMENT OF CASH FLOWS From April 27, 1998 To December 31, 1998 CASH FLOWS USED BY OPERATING ACTIVITIES Net loss $ (1,021) Noncash items included in net loss Amortization 24 Increase in accounts payable 185 ----- NET CASH PROVIDED BY OPERATING ACTIVITIES (812) CASH FLOWS USED BY INVESTING ACTIVITIES Organizational costs 185 --- NET CASH USED BY INVESTING ACTIVITIES 185 CASH FLOWS FROM FINANCING ACTIVITIES Sale of common stock 405 Additional paid-in capital 60,845 Less offering costs (7,963) ------ NET CASH PROVIDED BY FINANCING ACTIVITIES 53,287 NET INCREASE IN CASH 52,290 CASH AT BEGINNING OF PERIOD --- ------ CASH AT END OF PERIOD $ 52,290 ====== The accompanying notes are an integral part of these financial statements. -5- 20 WEBSTAR COMMUNICATIONS, INC. (A DEVELOPMENT STAGE COMPANY) NOTES TO THE FINANCIAL STATEMENTS DECEMBER 31, 1998 NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated on April 27, 1998 under the laws of the state of Nevada. The business purpose of the Company is to market services to commercial enterprises and individual users of the Internet. The Company will adopt accounting policies and procedures based upon the nature of future transactions. NOTE B ORGANIZATION COSTS Organization costs are capitalized and amortized over 60 months. NOTE C OFFERING COSTS The offering costs which were incurred by the Company in connection with a public stock offering were deducted from the net proceeds of that offering. NOTE D COMMON STOCK The Company sold 200,000 shares of restricted common stock for $10,000 or $.05 per share and completed a public stock offering and sold 205,000 shares of its common stock for $51,250 or $.25 per share. The net proceeds of that offering will be used to market services to commercial enterprises and individual users of the Internet. NOTE E RELATED PARTY TRANSACTIONS The Company has agreed to reimburse one of its stockholders $185 for expenses that were advanced by the stockholder in connection with the formation of the Company. -6- 21 ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The Company's former principal independent accountant, S.J. Meyer & Co., which audited the Company's financial statements as of April 30, 1998, and for the period from inception on April 27, 1998 through April 30, 1998, was replaced on May 29, 1998. The former accountant's report on such financial statements, dated May 28, 1998, did not contain an adverse opinion, or disclaimer of opinion, nor was it modified to as to uncertainty, audit scope or accounting principles. The decision to change accountants was approved by the Board of Directors. There were no disagreements with the former accountants on any matter of accounting principles or practices, financial disclosure or auditing scope. The Company's new accountant is David E. Coffey, Certified Public Accountant and was engaged on September 22,1998. ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS (a) The Company's financial statements for the period from inception to December 31, 1998 are included herein under Item 13 of this Registration Statement. (b) The following exhibits are furnished as required by Item 601 of Regulation S-B. Exhibit No. Description 3.0 Certificate of Incorporation of Webstar Communications, Incorporated consisting of Articles of Incorporation filed with the Secretary of State of the State of Nevada on April 27, 1998, filed with SEC in this Registration Statement. 3.1 By-Laws of Webstar Communications, Incorporated, dated April 28, 1998, are attached hereto, filed with SEC in this Registration Statement. 4.0 Common Stock certificate, filed with SEC in this Registration Statement. 27.0 Financial Data Schedule for the period ending 12/31/98, filed with the SEC in this Registration Statement. SIGNATURES In accordance with Section 12 of the Securities Exchange Act of 1934, the registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. Webstar Communications, Incorporated (Registrant) Date: March 29, 1999 By:/s/ TRACY J. NELSON -------------------------------- Tracy J. Nelson President, Chief Executive Officer and Director EX-3.0 2 CORPORATE CHARTER I, DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that WEBSTAR COMMUNICATIONS, INC. did on April 27,1998, file in this office the original Articles of Incorporation; that said Articles are now on file and of record in the office of the Secretary of State of the State of Nevada, and further, that said Articles contain all the provisions required by the law of said State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in. Las-Vegas, Nevada, on April 27, 1998. Secretary of State /S/ Dean Heller By /S/ Shoynee Davis Certification Clerk [Filed stamped as follows: "Filed in the office of the Secretary of State of the State of Nevada, April 27, 1998"] ARTICLES OF INCORPORATION OF WEBSTAR COMMUNICATIONS, INC. FIRST. The name of the corporation is: WEBSTAR COMMUNICATIONS, INC. SECOND. Its registered office in the State of Nevada is located at 5015 W. Sahara Ave., # 184, Las Vegas, Nevada 89102, that this Corporation may maintain an office, or offices, in such other place within or without the State of Nevada as may be from time to time designated by the Board of Directors, or by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holding of all meetings of Directors and Stockholders, outside the State of Nevada as well as within the State of Nevada. THIRD, The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following: (A) Shall have such rights, privileges and powers as may be conferred upon corporations by any existing law. (B) May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this corporation is organized. (C) Shall have power to have succession by its corporate name for the period limited in its certificate or articles of incorporation, and when no period is limited, perpetually, or until dissolved and its affairs wound up according to law. (D) Shall have the power to effect litigation in its own behalf and interest in any court of law. (E) Shall have power to make contracts. (F) Shall have power to hold, purchase and convey real and personal estate and mortgage or lease any such, real and personal estate with its franchises. The power to hold real and personal estate shall include the power to take the same by devise or bequest in the State of Nevada, or in any other state, territory or country. (G) Shall have power to appoint such officers and agents as the affairs of the corporation shall require, and to allow them suitable compensation. -1- (H) Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders. (I) Shall have power to dissolve itself. (J) Shall have power to adopt and use a common seal or stamp, and alter the same. The use of a seal or stamp by the corporation on any corporate documents is not necessary. The corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality or the document. (K) Shall have power to borrow money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, of for any other lawful purpose of its incorporation; to issue bonds, promissory notes, bills or exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified time or times, or payable upon the happening of a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, for money borrowed, or in payment for property purchased, or acquired, or for any other lawful object. (L) Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of the indebtedness created by, any other corporation or corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any. (M) Shall have power to purchase, hold, sell and transfer shares of its own capital stock and use therefor its capital, capital surplus, surplus, or other property or fund. (N) Shall have power to conduct business, have one or more offices, and hold, purchase mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and foreign countries. (0) Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or incidental to the -2- protection and benefit of the corporation, and, in general to carry on any lawful business necessary or incidental to the attainment of the objects of the corporation, whether or not such business is similar in nature to the objects set forth in the certificate or articles of incorporation of the corporation, or any amendment thereof. (P) Shall have power to make donations for the public welfare or for charitable scientific or educational purposes. (Q) Shall have power to enter into partnerships, general or limited, or joint ventures in connection with any lawful activities. FOURTH. The aggregate number of shares the corporation shall have authority to issue shall be TWENTY FIVE MILLION (25,000,000) shares of common stock, par value one mil ($.001) per share, each share of common stock having equal rights and preferences, voting privileges and preferences. FIFTH. The governing board of this corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced to fewer than one (1). The name and post office address of the first Board of Directors shall be one (1) in number and listed as follows: NAME ADDRESS Tracy J. Nelson 1231Bunnell Ave. Logandale, Nevada 89021 SIXTH. The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the corporation. SEVENTH. The name and post office address of the Incorporator signing the Articles of Incorporation is as follows: NAME ADDRESS Progressive Management & Consulting, Inc. 5015 W. Sahara Ave., # 184 Las Vegas, Nevada 89102 -3- EIGHTH. The resident agent for this corporation shall be: PROGRESSIVE MANAGEMENT & CONSULTING, INC. The address of said agent, and the registered or statutory address of this corporation in the State of Nevada shall be: 5015 W. Sahara Ave., # 184 Las Vegas, Nevada 89102 NINTH. The corporation is to have perpetual existence. TENTH. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized: Subject to the By-Laws, if any, adopted by the Stockholders, to make, alter of amend the By-Laws of the Corporation. To fix the amount to be reserved as working capital over and above its capital stock paid in to authorize and cause to be executed, mortgages and liens upon the real and personal property of this Corporation. By resolution passed by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. Such committee, or committees shall have such name, or names as may be stated in the By-Laws of the Corporation, or as may be determined from, time to time by resolution adopted by the Board of Directors. When and as authorized by the affirmative vote of the Stockholders holding stock entitling them to exercise at least a majority of the voting power given at a Stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its good will and its corporate -4- upon such terms and conditions as its Board of Directors deems expedient and for the best interests of the Corporation. ELEVENTH. No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable. TWELFTH. No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director of officer; provided however, that the foregoing provision shall not eliminate or limit the liability or a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of this Article by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts of omissions prior to such repeal or modification. THIRTEENTH, This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon Stockholders herein are granted subject to this reservation. -5- I, THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 27th day of April, 1998. /s/DENNIS D. EVANS Dennis D. Evans STATE OF NEVADA) COUNTY OF CLARK) On this 27th the day of April, 1998, in Las Vegas, Nevada before me, the undersigned, a Notary Public in and for State of Nevada personally appeared Dennis D. Evans, Known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same. /s/ REBECCA ANN GREEN Rebecca Ann Green Notary Public -6- [Filed stamped as follows: "Filed in the office of the Secretary of State of the State of Nevada, April 27, 1998"] CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY RESIDENT AGENT IN THE MATTER OF WEBSTAR COMMUNICATIONS, INC. I, Progressive Management & Consulting, Inc., do hereby certify that on the 27th day of April, 1998, I accepted the appointment as Resident Agent of the above-entitled corporation in accordance with Sec. 78.090, NRS 1957. Furthermore, That the Principal office in this state is located at 5015 W. Sahara Ave., # 184, City of Las Vegas 89102, County of Clark, State of Nevada. IN WITNESS WHEREOF, I have hereunto set my hand this 27th day of April 1998. PROGRESSIVE MANAGEMENT & CONSULTING, INC. By: /s/ PROGRESSIVE MANAGEMENT & CONSULTING, INC. Progressive Management & Consulting, Inc. Resident Agent EX-3.1 3 BY LAWS OF WEBSTAR COMMUNICATIONS, INC. ARTICLE I OFFICES SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be located in the City of Las Vegas, Nevada, Clark County. SECTION 2. OTHER OFFICES. In addition to the principal office at 5015W. Sahara Ave., #184, Las Vegas, Nevada 89102 other offices may also be maintained at such other place or places, either within or without the State of Nevada, as may be designed from time to time by the Board of Directors, where meetings of the stockholders and of the Directors may be held with the same effect as though done or held at said principal office., ARTICLE II MEETING OF STOCKHOLDERS SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders, commencing with the year 1998, shall be held at the registered office of the corporation, or at such other place as may be specified or fixed in the notice of such meetings in the month of or the month preceding the due date of the annual list of the officers and directors of the corporation at such time as the shareholders shall decide, for the election of directors and for the transaction of such other business as may properly come before said meeting. SECTION 2. NOTICE OF ANNUAL MEETINGS. The Secretary shall mail, in the manner provided in Section 5 of Article II of these Bylaws, or deliver a written or printed notice of each annual meeting to each stockholder or record, entitled to vote thereat, or may notify by telegram, as least ten and not more than sixty (60) days before the date of such meeting. SECTION 3. PLACE OF MEETINGS. The Board of Directors may designate any place either within or without the State of Nevada as the place of meeting for annual meeting or for any special meeting called by the Board of Directors. A waiver of notice signed by all stockholders may designate -1- any place either within or without the State of Nevada, as the place for the holding of such meeting. If no designation is made, or it a special meeting be otherwise called, the place of meeting shall be the principal office of Corporation in the State of Nevada, except as otherwise provided in Section 6, Article 11 of these Bylaws, entitled "Meeting of All Stockholders". SECTION 4. SPECIAL MEETINGS. Special meetings of the stockholders shall be held at the principal office of the Corporation or at such other place as shall be specified or fixed in a notice thereof. Such meetings of the stockholders may be called at any time by the President or Secretary, or by a majority of the Board of Directors then in office, and shall be called by the President with or without Board approval on the written request of the holders of record of at least fifty percent (50%) of the number of shares of the Corporation then outstanding and entitled to vote, which written request shall state the object of such meeting. SECTION 5. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the President or the Secretary to each stockholder or record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the records of the Corporation, with postage prepaid. Any stockholder may at any time, by duly signed statement in writing to that effect, waive any statutory or other notice of any meeting, whether such statement be signed before or after such meeting. SECTION 6. MEETING OF ALL STOCKHOLDERS. If all the stockholders shall meet at any time and place, either within or without the State of Nevada, and consent to the holding of the meeting at such time and place, such meeting shall be valid without call or notice and at such meeting any corporate action may be taken. SECTION 7. QUORUM. At all stockholder's meetings, the -2- presence in person or by proxy of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than seven (7) no more than twenty-one (21) days later, and the Secretary shall thereupon give at least three (3) days' notice by mail to each stockholder entitled to vote who is absent from such meeting. SECTION 8. MODE OF VOTING. At all meetings of the stockholders the voting may be voice vote, but any qualified voter may demand a stock vote whereupon such stock vote shall be taken by ballot, each of which shall state the name of the stockholder voting and the number of shares voted by him and, if such ballot be cast by proxy, it shall also state the name of such proxy; provided, however, that the mode of voting prescribed by statute for any particular case shall be in such case followed. SECTION 9. PROXIES. At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event any such instrument in writing shall designate two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all of the powers conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specified therein the length of time for which it is to continue in force, which in no case shall exceed seven years from the date of its execution. Subject to the above, any proxy duly executed is not revoked and continues in full force and effect until any instrument revoking it or a duly executed proxy bearing a later date is filed with the secretary of the Corporation. At no time shall any proxy be valid which shall be filed less than ten (10) hours before the commencement of the meeting. SECTION 10. VOTING LISTS. The officer or agent in charge of the transfer books for shares of the corporation shall make, at least three days before each meeting of stockholders, a complete list of the stockholders -3- entitled to vote at such meeting, arranged in alphabetical order with the number of shares held by each, which list for a period of two days prior to such meeting shall be kept on file at the registered office of the corporation and shall be subject to inspection by any stockholder at any time during the whole time of the meeting. The original share ledger or transfer book, or duplicate thereof, kept in this state, shall be prima facie evidence as to who are the stockholder entitled to examine such list or share ledger or transfer book or to vote at any meeting of stockholders. SECTION 11. CLOSING TRANSFER BOOKS OR FIXING OF RECORD DATE. For the purpose of determining stockholders entitled to notice or to vote for any meeting of stockholders, the Board of Directors of the Corporation may provide that the stock transfer books be closed for a stated period but not to exceed in any case sixty (60) days before such determination. If the stock transfer books be closed for the purpose of determining stockholders entitled to notice of a meeting of stockholders, such books shall be closed for at least fifteen days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date in any case to be not more than sixty (60) days, not less than ten (10) days prior to the date on which the particular action, requiring such determination of stockholders, is to be taken. If the stock transfer books are not closed and no record date is fixed for determination of stockholders entitled to notice of a meeting of stockholders, or stockholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the. Board of Directors declaring such dividend is adopted, as the case may be, shall be the record of date for such determinations of shareholders. SECTION 12. VOTING OF SHARES BY CERTAIN HOLDERS. Shares standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent or proxy as the Bylaws of such corporation by prescribe, or, in the absence of such provisions, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted -4- by his administrator or executor, either in person or by proxy. Shares standing in the name of a guardian, conservator or trustee may be voted by such fiduciary either in person or by proxy, but no guardian, conservator, or trustee shall be entitled, as such fiduciary, to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court at which such receiver was appointed. A stockholder whose shares are pledged shall be entitled to vote such shares until shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to this corporation shall not voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any time, but shares of its own stock held by it in a fiduciary capacity may be voted and shall be counted in determining the total number of outstanding shares at any given time. SECTION 13. INFORMAL ACTION BY STOCKHOLDERS. Any action is required to be taken at a meeting of the stockholders or any other action which may be taken at a meeting of the stockholders except the election of directors may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof. SECTION 14. VOTING OF SHARES. Each outstanding share entitled to vote shall be entitled to one vote upon. each matter submitted to vote at a meeting of stockholders. ARTICLE III DIRECTORS SECTION 1. GENERAL POWERS. The Board of Directors -5- shall have the control and general management of the affairs and business of the Corporation. Such directors shall in all cases act as Board, regularly convened, by a majority, and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws, Articles of Incorporation and the laws of the State of Nevada. The Board of Directors shall further have the, right to delegate certain other powers to the Executive Committee as provided in these Bylaws. SECTION 2. NUMBER OF DIRECTORS. The affairs and business of this Corporation shall be managed by a Board of Directors consisting of five (5) full-age members, until changed by amendment of the Articles of Incorporation or by an amendment to these Bylaws adopted by the shareholders amending this Section 2, Article III, and except as authorized by the Nevada Revised Statutes, there shall in no event be less than one (1) Director. SECTION 3. ELECTION. The Directors of the Corporation shall be elected at the annual meeting of the stockholders except as hereinafter otherwise provided for the filling of vacancies. Each director shall hold office for a term of one year and until his successor shall have been duly chosen and shall have qualified, or until his death, or until he shall resign or shall have been removed in the manner hereinafter provided. SECTION 4. VACANCIES IN THE BOARD. Any vacancy in the Board of Directors occurring during the year through death, resignation, removal or other cause, including vacancies caused by an increase in the number of directors, shall be filled for the unexpired portion they constitute a quorum, at any special meeting of the Board called for that purpose, or at any regular meeting thereof, provided, however, that in the event the remaining directors do not represent a quorum of the number set forth in Section 2 hereof, a majority of such remaining directors may elect directors to fill any vacancies then existing. SECTION 5. DIRECTORS MEETINGS. Annual meeting of the Board of Directors shall be held each year immediately following the -6- annual meeting of the stockholders. Other regular meetings of the Board of Directors shall from time to time by resolution be prescribed. No further notice of such annual or regular meeting of the Board of Directors need be given. SECTION 6. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by or at the request of the President or any director. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the. State of Nevada, as the place for holding any special meeting of the Board of Directors called by them. SECTION 7. NOTICE. Notice of any special meeting shall be given at least twenty-four hours previous thereto by written notice if personally delivered, or five days previous thereto if mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to have been delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waive of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 8. CHAIRMAN. At all meetings of the Board of Directors, the President shall serve as Chairman, or in the absence of the President, the directors present shall choose by majority vote a director to preside as Chairman. SECTION 9. QUORUM AND MANNER OF ACTING. A majority of the directors, whose number is designated in Section 2 herein, shall constitute a quorum for the transaction of business at any meeting and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, the majority of the directors present may adjourn any meeting from time to -7- time until a quorum be had. Notice of any adjourned meeting need not be given. The directors shall act only as a Board and the individual directors shall have no power as such. SECTION 10. REMOVAL OF DIRECTORS. Any one or more of the directors may be removed either with or without cause at any time by the vote or written consent of the stockholders representing not less than two-thirds (2/3) of the issued and outstanding capital stock entitled to voting power. SECTION 11. VOTING. At all meetings of the Board of Directors, each director is to have one vote, irrespective of the number of shares of stock that he may hold. SECTION 12. COMPENSATION. By resolution of the Board of Directors, the directors may be paid their expenses, if any of attendance at each meeting of the Board, and may be paid a fixed sum for attendance at meetings or a stated salary of directors. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. SECTION 13. PRESUMPTION OF ASSENT. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall file forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action. ARTICLE IV EXECUTIVE COMMITTEE SECTION 1. NUMBER AND ELECTION. The Board of Directors may, in its discretion, appoint from its membership an Executive -8- Committee of one or more directors, each to serve at the pleasure of the Board of Directors. SECTION 2. AUTHORITY. The Executive Committee is authorized to take any action which the Board of Directors could take, except that the Executive Committee shall not have the power either to issue or authorize the issuance of shares of capital stock, to amend the Bylaws, or a resolution of the Board of Directors. Any authorized action taken by the Executive Committee shall be as effective as if it had been taken by the full Board of Directors. SECTION 3. REGULAR MEETINGS. Regular meetings of the Executive Committee may be held within or without the State of Nevada at such time and place as the Executive Committee may provide from time to time. SECTION 4. SPECIAL MEETINGS. Special meetings of the executive committee may be called by or at the request of the President or any member of the Executive Committee. SECTION 5. NOTICE. Notice of any special meeting shall be given at least one day previous thereto by written notice, telephone, telegram or in person. Neither the business to be transacted, nor the purpose of a regular or special meeting of the Executive Committee need be specified in the notice or waiver of notice of such meeting. A member may waive notice of any meeting of the Executive Committee. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except where a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 6. QUORUM. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee; provided that if fewer than a majority of the members are present at said meeting a majority of the members present may adjourn the meeting from time to time without further notice. SECTION 7. MANNER OF ACTING. The act of the majority -9- of the members present at a meeting at which a quorum is present shall be the act of the Executive Committee, and said Committee shall keep regular minutes of its proceedings which shall at all times be open for inspection by the Board of Directors. SECTION 8. PRESUMPTION OF ASSENT. A member of the Executive Committee who is present at a meeting of the Executive Committee at which action on any corporate matter is taken, shall be conclusively presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as secretary of the meeting before the adjournment thereof, or shall forward such dissent by certified or registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a member of the Executive Committee who voted in favor of such action. ARTICLE V OFFICERS SECTION 1. NUMBER. The officers of the corporation shall be a President, Vice President, a Treasurer and a Secretary and such other or subordinate officers as the Board of Directors may from time to time elect. One person may hold the office and perform the duties of one or more of said officers. No officer need be a member of the Board of Directors. SECTION 2. ELECTION TERM OF OFFICE, QUALIFICATIONS. The officers of the Corporation shall be chosen by the Board of Directors and they shall be elected annually at the meeting of the Board of Directors held immediately after each annual meeting of the stockholders except as hereinafter otherwise provided for filling vacancies. Each officer shall hold his office until his successor has been duly chosen and has qualified, or until his death, or until he resigns or has been removed in the manner hereinafter provided. SECTION 3. REMOVALS. Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of -10- Directors at any time whenever in its judgment the best interests of the Corporation would be served thereby, and such removal shall be without prejudice to the contract rights, if any, or the person so removed. SECTION 4. VACANCIES. All vacancies in any of office shall be filled by the Board of Directors without undue delay, at any regular meeting, or at a meeting specially called for that purpose. SECTION 5. PRESIDENT. The President shall be the chief executive officer of the corporation and shall have general supervision over the business of the corporation and over its several officers, subject, however, to the control of the Board of Directors. He may sign, with the Treasurer or with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the capital stock of the Corporation; may sign and execute in the name of the Corporation deeds, mortgages, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation; and in general shall perform all duties incident to the duties of the President, and such other duties as from time to time may be assigned to him by the Board of Directors. SECTION 6. VICE PRESIDENT. The Vice President shall in the absence or incapacity of the President, or as ordered by the Board of Directors, perform the duties of the President, or such other duties or functions as may be given to him by the Board of Directors from time to time. SECTION 7. TREASURER. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and deposit the same in the name of the Corporation in such bank or trust company as the Board of Directors may designate; he may sign or countersign all checks, drafts and orders for the payment of money and may pay out and dispose of same under the direction of the Board of Directors, and may sign or countersign all notes or other obligations of indebtedness of the Corporation; he may sign with the President or Vice President, certificates for shares of stock of the Corporation; he shall at all reasonable times exhibit the books and -11- accounts to any director or stockholder of the Corporation under application at the office of the company during business hours; and he shall, in general, perform all duties as from time to time may be assigned to him by the President or by the Board of Directors. The Board of Directors may at its discretion require that each officer authorized to disburse the funds of the Corporation be bonded in such amount as it may deem adequate. SECTION 8. SECRETARY. The Secretary shall keep the minutes of the meetings of the Board of Directors and also the minutes of the meetings of the stockholders; he shall attend to the giving and serving of all notices of the Corporation and shall affix the seal of the Corporation to all certificates of stock, when signed and countersigned by the duly authorized officers; he may sign certificates for shares of stock of the Corporation; he may sign or countersign all checks, drafts and orders for the payment of money; he shall have charge of the certificate book and such other books and papers as the Board may direct; he shall keep a stock book containing the names alphabetically arranged, of all persons who are stockholders of the Corporation, showing their places of residence, the number of shares of stock held by them respectively, the time when they respectively became the owners thereof, and the amount paid thereof; and he shall, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. SECTION 9. OTHER OFFICERS. The Board of Directors may authorize and empower other persons or other officers appointed by it to perform the duties and functions of the officers specifically designated above by special resolution in each case. SECTION 10. ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. The Assistant Treasurers shall respectively, as may be required by the Board of Directors, give bonds for the faithful discharge of their duties, in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or Vice President certificates -12- for shares of the capital stock of the Corporation, issue of which shall have been authorized by resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries shall, in general, perform such duties as may be assigned to them by the Treasurer or the Secretary respectively, or by the President or by the Board of Directors. ARTICLE VI INDEMNIFICATION OF OFFICERS AND DIRECTORS Except as hereinafter stated otherwise, the Corporation shall indemnify all of its officers and directors, past, present and future, against any and all expenses incurred by them, and each of them including but not limited to legal fees, judgments and penalties which may be incurred, rendered or levied in any legal action brought against any or all of them for or on account of any act or omission alleged to have been committed while acting within the scope of their duties as officers or directors of this Corporation. ARTICLE VII CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. CONTRACTS. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2. LOANS. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors or approved by loan committee appointed by the Board of Directors and charged with the duty of supervising investments. Such authority may be general or confined to specific instances. SECTION 3. CHECKS, DRAFTS, ETC. A checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to -13- time be determined by resolutions of the Board of Directors. SECTION 4. DEPOSITS. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VIII CAPITAL STOCK SECTION 1. CERTIFICATES FOR SHARES. Certificates for shares of stocks of the Corporation shall be in such form as shall be approved by the incorporators or by the Board of Directors. The certificates shall be numbered in the order of their issue, shall be signed by the President or the Vice President and by the Secretary or the Treasurer, or by such other person or officer as may be designated by the Board of Directors; and the seal of the Corporation shall be affixed thereto, which said signatures of the duly designated officers and of the seal of the Corporation. Every certificate authenticated by a facsimile of such signatures and seal must be countersigned by a Transfer Agent to be appointed by the Board of Directors, before issuance. SECTION 2. TRANSFER OF STOCK. Shares of the stock of the Corporation may be transferred by the delivery of the certificate accompanied either by an assignment in writing on the back of the certificate or by written power of attorney to sell, assign, and transfer the same on the books of the Corporation, signed by the person appearing by the certificate to the owner of the shares represented thereby, together with all necessary federal and state transfer tax stamps affixed and shall be transferable on the books of the Corporation upon surrender thereof so signed or endorsed. The person registered on the books of the Corporation as the owner of any shares of stock shall be entitled to all rights of ownership with respect to such shares. SECTION 3. REGULATIONS. The Board of Directors may make such rules and regulations as it may deem expedient not inconsistent with the Bylaws or with the Articles of Incorporation, concerning the issue, -14- transfer and registration of the certificates for shares of stock of the Corporation. It may appoint a transfer agent or a registrar of transfers, or both, and it may require all certificates to bear the signature of either or both. SECTION 4. LOST CERTIFICATES. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost or destroyed. ARTICLE IX DIVIDENDS SECTION 1. The Corporation shall be entitled to treat the holder of any share or shares of stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Nevada. SECTION 2. Dividends on the capital stock of the Corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. SECTION 3. The Board of Directors may close the transfer books in its discretion for a period not exceeding fifteen days preceding the date fixed for holding any meeting, annual or special of the stockholders, or the day appointed for the payment of a dividend. -15- SECTION 4. Before payment of any dividend or making any distribution of profits, there may be set aside out of funds of the Corporation available for dividends, such sum or sums as the directors may from time to time, in their absolute discretion, think proper as a reserve fund to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any such other purpose as the directors shall think conducive to the interest of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE X SEAL The Board of Directors shall provide a Corporate seal which shall be in the form of a Circle and shall bear the full name of the Corporation, the year of its incorporation and the words "Corporate Seal, State of Nevada". ARTICLE XI FISCAL YEAR The fiscal year of the Corporation shall end on the 31st day of December of each year. ARTICLE XII WAIVER OF NOTICE Whenever any notice whatever is required to be given under the provisions of these Bylaws, or under the laws of the State of Nevada, or under the provisions of the Articles of Incorporation, a waiver in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIII AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Stockholders by a vote of the stockholders owning a majority of the shares and entitled to vote thereat. These Bylaws may also be altered, amended or repealed and new Bylaws may be adopted at any regular or special meeting of the Board of Directors of the Corporation (If notice of such alteration or repeal be contained -16- in the notice of such special meeting) by a majority vote of the directors present at the meeting at which a quorum is present, but any such amendment shall not be inconsistent with or contrary to the provision of any amendment adopted by the stockholders. KNOW ALL MEN BY THESE PRESENTS that the undersigned, being the Secretary of WEBSTAR COMMUNICATIONS, INC, a Nevada corporation, hereby acknowledges that the above and foregoing Bylaws were duly adopted as the Bylaws of said Corporation on 4/28/98. IN WITNESS WHEREOF, I here unto subscribe my name this 28th day of April, 1998. /s/ MARYANN COLEMAN MaryAnn Coleman -17- EX-4.0 4 (in form of certificate, two-sided) INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA 25,000,000 Authorized Shares Common Stock Authorized $.001 Par Value Number Shares CUSIP NO. 947687 10 9 THIS CERTIFIES THAT IS THE OWNER OF ______________________________________________________ FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF WEBSTAR COMMUNICATIONS INCORPORATED transferrable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is and the shares represented hereby are subject to the laws of the State of Nevada, and to the Certificate of Incorporation and Bylaws of the Corporation, as now or hereafter amended. This certificate is not valid until countersigned by the Transfer Agent. Witness the facsimile seal of the Corporation and the signature of its duly authorized officers. Dated:___________________ (seal as follows: "WEBSTAR COMMUNICATIONS INCORPORATED, Corporate Seal, Nevada") /s/ TRACY J. NELSON /s/ MARY ANN COLEMAN President Secretary Countersigned and Registered PACIFIC STOCK TRANSFER COMPANY P. O. Box Las Vegas, NV. 89193 By:____________________________________ Authorized Signature The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act in common (State) Additional abbreviations may also be used though not in the above list. For value received,________________ hereby sell, assign and transfer unto Please insert social security or other identifying number of assignee ______________________ - ---------------------------------------------------------------------------- (Please print or typewrite name and address, including zip code, of assignee) ____________________________________________________________________________ ____________________________________________________________________________ _____________________________________________________________________ Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint __________________________________Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated______________________ ____________________________________________________ NOTICE: The signature to this assignment must correspond with the name as written upon the face of this certificate in every particular, without alteration or enlargement or any change whatsoever. The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Saving and Loan Associations and Credit Unions). SIGNATURE GUARANTEED: TRANSFER FEE WILL APPLY EX-27.0 5
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM AUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDED DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 0001071222 WEBSTAR COMMUNICATIONS, INC. YEAR DEC-31-1998 APR-27-1998 DEC-31-1998 52,290 0 0 0 0 161 0 0 52,451 185 0 0 0 405 51,861 52,451 580 580 0 0 1,601 0 0 (1,021) 0 0 0 0 0 (1,021) (.000) (.000)
-----END PRIVACY-ENHANCED MESSAGE-----