-----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, GURqyOpO5+3EdC3d+wWqcmwfeyuQaIXerq7J9qKEFhgn1FnYvdeSE2Ug6NQrErPx 0eYJRXXYASVnCTEpDAtvpA== 0001010549-04-000833.txt : 20041216 0001010549-04-000833.hdr.sgml : 20041216 20041216171717 ACCESSION NUMBER: 0001010549-04-000833 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20041216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSURE DATA INC CENTRAL INDEX KEY: 0001311735 IRS NUMBER: 061678089 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SB-2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121347 FILM NUMBER: 041209044 BUSINESS ADDRESS: STREET 1: 2591 DALLAS PARKWAY STREET 2: SUITE 102 CITY: FRISCO STATE: TX ZIP: 75034 BUSINESS PHONE: 972-963-0007 MAIL ADDRESS: STREET 1: 2591 DALLAS PARKWAY STREET 2: SUITE 102 CITY: FRISCO STATE: TX ZIP: 75034 SB-2 1 assuresb2121404.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SB-2 Registration Statement Under the Securities Act of 1933 ASSURE DATA, INC. (Name of Small Business Issuer in Its Charter) Nevada 51421 06-1678089 (State of Incorporation) (Primary Standard Industrial) (I.R.S. Employer) (Classification Code Number) (Identification Number) 2591 Dallas Pkwy Suite 102 Frisco, Texas, 75034 (972) 963-0007 (Address and Telephone Number of Issuer's Principal Executive Offices and Place of Business) Robert Lisle 2591 Dallas Pkwy Suite 102 Frisco, Texas, 75034 (972) 963-0007 (Name, Address and Telephone Number of Agent for Service) Approximate date of proposed sale to the public: As soon as this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the box. [_] Calculation of registration fee
Title of class of Amount Proposed Proposed Amount of securities to be to be registered maximum maximum Registration Fee registered offering price per aggregate offering unit price Common Stock 600,000 $0.50 $300,000 $38.00
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to Completion dated December ___, 2004 PROSPECTUS ASSURE DATA, INC. 600,000 Shares of Common Stock Price per share: $0.50 Total proceeds to Assure Data, Inc. if maximum sold by us: $300,000 This prospectus relates to 600,000 shares of common stock offered by Assure Data, Inc., a Nevada corporation. Because this is our initial public offering, there is no public market for our shares. However, we hope to have prices for our shares quoted on the Over-the-Counter Bulletin Board maintained by the National Association of Securities Dealers, Inc. after we complete our offering. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF OUR SHARES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Public Underwriting Discount Proceeds to Issuer and Commissions or other Persons To be sold by the Company: Per Share $0.50 None $0.50 Total Maximum $300,000 None $300,000 We will sell the shares ourselves and do not plan to use underwriters or pay any commissions. We will be selling our shares using our best efforts and no one has agreed to buy any of our shares. There is no minimum amount of shares we must sell, so no money raised from the sale of our stock will go into escrow, trust or another similar arrangement. We expect to end our offering on the earlier of the sale of all of the shares offered by us or 90 days after the date of the prospectus. The information in this Prospectus is not complete and may be changed. We may not sell our shares until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell our shares and it is not soliciting an offer to buy our shares in any state where the offer or sale is not permitted. ______________________, 2004 2 PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information that you should consider before investing in our common stock. You should read the entire prospectus carefully, including the information under "Risk Factors" and the financial statements, before making an investment decision. Risk factors include: o We are a development stage company o We may not raise sufficient funds to develop our business o Competition is intense and we may not be able to compete o We offer no assurance that our stock will be sold o We have no underwriters o We determined the offering price of the shares arbitrarily o Our independent auditors note that we have generated little revenue and have an accumulated deficit o We have no history of profits o Our success depends greatly on our President and Vice President o We have no employment agreement with our President or Vice President o Our management will have voting control of the company o Our two officers are also directors o Dilution will occur to purchasers of stock o A large amount of stock could be sold, and depress our stock price o We do not expect to pay dividends on our common stock in the foreseeable future o There is no public market for our shares and it is possible one will not develop The Company Assure Data, Inc. is a development stage corporation that was formed under the laws of Nevada, on Nov 18, 2002 and commenced operation in April 2003. Our principal executive offices are located at 2591 Dallas Parkway, Suite 102 Frisco, Texas, 75034. Our proposed business is to provide equipment, software and services in connection with remote data backup of clients business data. Businesses of all sizes store critical information on workstations and servers on both local and wide area networks. Loss of this information can cause disruption of business and in some circumstances force a company out of business. Our process automatically creates a backup of customer selected computers, directories and files and makes copies of them on a local server, connected directly to their network. This information is then transferred, via the Internet, to our remote location, separate and apart from where their workstations and servers are located. No human intervention is required. No media, such as tapes, need to be loaded for use or removed and placed into a secure location, such as a fire proof safe. Emails are automatically sent to company-selected individuals, as well as to our personnel, to notify them that the backup process has completed successfully or failed. Some of the types of data types that can be backed up are: o Data Base files such as DB2, Access, SQL and Multi Valued based systems o Word processing documents, Microsoft Word and Word Perfect o Computer Aided Drawings (CAD) o Image files of any format including jpg, tiff, gif and PDF o Spread sheet files, such as Excel o Text files Our primary activities to date have consisted of organizing our company, and conducting an initial round of private financing to obtain "seed" capital to develop the remote backup service. We have purchased and installed the remote server in a secure facility, monitored twenty-four hours a day. We have installed our process for six customers. Through the proceeds raised from this offering and our prior private placement of stock, we expect to be able to expand our development and marketing endeavors. See "Use of Proceeds" Additionally a web site www.assuredata.com has been created and is currently on line. The information contained on our web site does not constitute a part of this prospectus and is not incorporated by reference into this prospectus. 3 Securities Offered We are offering up to a maximum of 600,000 shares of common stock, at $0.50 per share, for total gross offering proceeds of $300,000, assuming the maximum amount is sold. Shares of common stock outstanding As of the date of this prospectus: 1,000,000 shares Shares of common stock outstanding After offering, assuming maximum Amount sold: 1,600,000 shares Terms of the offering: There is no minimum offering. Accordingly, as shares are sold, we will use the money raised from the sales of shares by Assure Data, Inc. for our activities. We expect that the offering will remain open until the earlier of the sale of all of the shares offered by us or 90 days after the date of the prospectus, unless we decide to cease selling efforts prior to this date. Use of proceeds: If we sell all 600,000 shares we are offering, we will receive gross proceeds of $300,000. We expect to use the net proceeds from the sale of the shares we are offering, after offering expenses estimated to be $50,000, to continue our marketing and development of our remote backup software and related services. Additional monies will be spent on upgrading our current web site. Plan of distribution: This is a best efforts offering, with no commitment by anyone to purchase any shares. The shares offered by us will be offered and sold by our principal executive officers and directors, who will be considered to be underwriters. The offering will be made only to accredited investors and only in states in which there is an exemption for sales to accredited investors. Shares that may be issued after our initial offering: You should be aware that we are permitted to issue shares of our common stock in addition to the common stock to be outstanding after our initial public offering. If and when we issue these shares the percentage of our common stock that you own will be diluted. At this time no other issuance has been authorized. 4 RISK FACTORS An investment in the shares involves a high degree of risk, including a risk of loss of an investor's entire investment in Assure Data, Inc. Prospective investors should consider carefully, in addition to the other information contained in this prospectus, the following risk factors before purchasing any shares. RISKS RELATED TO OUR INDUSTRY - ----------------------------- A number of other companies in the data backup service industry have failed because of competition. Competition in the remote data backup services business is intense, and we may not be able to compete and survive. New or different technologies may come into existence and be brought to market by companies larger and more able to market their services. We expect the competition in this business to increase. If we fail to attract and retain a customer base, we will not develop significant revenues or market share. Companies that already have a large customer base for some other computer based products or services would have a very large advantage over us should they decide to enter this market. There is a lack of awareness by potential clients that these types of services are available. This is a new market, and so most potential customers do not know that these types of services exist. Marketing will be a large factor in our success, and so a large company with greater resources would have an advantage. Rapid technology changes could occur, and with our limited resources we may not be able to adapt. Backup products, services, and technologies are constantly changing. We are bringing a new remote backup concept to the market. If the technologies that we use in providing our remote backup services should suddenly change, we could find ourselves unable to adapt. If a totally new concept were to be brought to market by some other company, our process may be viewed as "old technology," and we could lose our customer base, as well as be unable to attract new customers. Our process uses technologies that are considered in the public domain. Our process uses technologies that are used by the general public. These technologies are, to our best knowledge, considered in the public domain. But it is possible that an individual or company could decide to claim a specific concept, or process as their intellectual property. They could demand compensation of some type or amount for the use of that intellectual property. We have no agreements with any one or any company that give us specific rights to use any specific technology or intellectual property. There could be changes in the regulation of the Internet. In general, existing laws and regulations apply to transactions and other activity on the Internet; however, the precise applicability of these laws and regulations to the Internet is sometimes uncertain. The vast majority of such laws were adopted prior to the advent of the Internet and, as a result; do not deal with the unique issues of the Internet or electronic commerce. Nevertheless, numerous federal and state government agencies have already demonstrated significant activity in promoting consumer protection and enforcing other regulatory and disclosure statutes on the Internet. Due to the increasing use of the Internet as a medium for commerce and communication, it is possible that new laws and regulations may be enacted with respect to the Internet and electronic commerce covering issues such as user privacy, freedom of expression, advertising, pricing, content and quality of products and services, taxation, intellectual property rights and information security. The adoption of such laws or regulations and the applicability of existing laws and regulations to the Internet may impair the growth of Internet use and result in a decline in our sales. A number of legislative proposals have been made at the federal, state and local level, and by foreign governments, that would impose additional taxes on the sale of goods and services over the Internet, and certain states have taken measures to tax Internet-related activities. Although Congress recently placed a three- year moratorium on new state and local taxes on Internet access or on discriminatory taxes on electronic commerce, existing state or local laws were expressly exempted from this moratorium. Further, once this moratorium is lifted, some type of federal and/or state taxes may be imposed upon Internet commerce. Such legislation or other attempts at regulating commerce over the Internet may substantially impair the growth of commerce on the Internet and, as a result, adversely affect the opportunity of Assure Data, Inc. to derive financial benefit from such activities. 5 RISKS RELATED TO OUR BUSINESS - ----------------------------- Because we have a limited operating history, our business is unproven. We are a development stage company, with no significant history of operations. Our accumulated deficit though September 30, 2004 is $89,254. We were incorporated on Nov 18, 2002, commenced operations in April of 2003 and are, therefore, a start up company with very little operating history or revenues. We need to receive substantially all of the maximum proceeds of the shares offered by us in this offering to proceed with our business plan. Should we fail to raise the required funds, the business will need to expand more slowly, using its current small cash flow, from its current six customers. Limited capital reserves could cause us to fail. Even if we sell all of the shares offered, we may not have significant funds to conduct business. We are only seeking to raise $300,000. As a result, we will still be considered an extremely small company, even if we sell all of the stock we are trying to sell. Because we will have so little money, any negative financial event could totally deplete any reserve we had hoped to have. We may not become a going concern. Our independent certified public accountants have included a going concern paragraph in their opinion that notes that we have generated little revenue, have an accumulated deficit and have limited working capital such that our ability to continue as a going concern is dependent upon obtaining additional capital and financing for our business plan. We are conducting this offering to generate the capital necessary to finance at least our next year's operations. As a result, our ability to continue as a going concern is dependent upon us receiving the maximum proceeds of this offering and operating profitably or raising additional funds. We have experienced losses since inception. We have no history of profits and no assurances of profits ever developing. If only limited funds are raised in this offering, the risk of our financial failure is high. We have produced limited revenues. We have been primarily dependent on a private placement of shares of our common stock to sustain our development activities to date. Our process could fail due to a software defect, and we might be held liable for a customer's loss. Our process is running live on seven customer sites, and has been tested for over eighteen months. Tests are run daily to make sure that the process is working correctly. But even with a high level of testing and continued monitoring our system could fail, and a customer could bring action against us. Our contract does not guarantee that a customer will never lose their data, but that may not stop a customer who has incurred a loss from trying to recover the costs related to the loss of their data. We face a likely business failure if we lose the services of our key personnel. Our success will depend greatly upon our President and Vice-President. Robert Lisle serves as President, Treasurer and Director. Max Kipness serves as Vice-President, Secretary and Director. The loss of either of their services may hamper our ability to implement our business plan, and could cause our stock to become worthless. We will be heavily dependent upon Mr. Lisle's entrepreneurial skills and experience to implement our business plan and Mr. Kipness' technical expertise to continue the development of the services we provide. Their inability to devote full time and attention to the affairs of Assure Data, Inc. could hinder our growth. We do not have an employment agreement with either Robert Lisle or Max Kipness and there is no assurance that either will continue to manage our affairs in the future. We could lose the services of both parties, or they could decide to join a competitor or otherwise compete with us directly or indirectly, having a negative affect on our business and potentially causing the price of our stock to be worthless. The services of either Bob Lisle or Max Kipness would be difficult to replace. Control of the company will continue to be held by two officers who are also directors. Our management will have voting control of us, even if all of the shares offered are sold. Our management, inclusive of our board of directors, own 533,334 shares of our outstanding common stock. After completion of this offering, assuming all of the shares offered hereby are sold, our management will continue to beneficially own at least 33% of our voting securities, without giving effect to (i) any stock option plan that could be adopted by our board of directors or (ii) any additional issuances of our common stock or other securities to management and/or others, in our board's sole discretion. As a result, our management will effectively control our affairs, including the election of all of our board of directors, the issuance of additional shares of common stock for a stock option plan or otherwise, the distribution and timing of dividends, if any, and all other matters. 6 The compensation of our officers will be determined at the discretion of the board of directors. The two officers Robert Lisle and Max Kipness are also directors. As a result, as directors they will be entitled to establish the amount of their compensation, including the amount of any bonuses paid to them. In addition, because we do not have any independent directors, there will be no oversight of the reasonableness of any bonuses paid to Robert Lisle, Max Kipness or other officers, if added. Three shareholders effectively control the board of directors and the company. Robert Lisle and Max Kipness, our principal executive officers, hold 533,334 restricted shares for which the one year holding period expired on May 30 2004, and which will be available for resale under Rule 144 90 days after we become a reporting company. Patrica Gunter currently holds 266,666 shares of restricted shares for which the one year holding period expired on May 30 2004. These three individuals control the board of directors and the company. An additional 200,000 restricted shares have a one year holding period expiring by September 30 2004. In addition, all of our other Shareholder shares of common stock will also be eligible to use Rule 144 after expiration of their respective holding periods. A sale of shares by such security holders, whether pursuant to Rule 144 or otherwise, may have a depressing effect upon the price of our common stock in any market that might develop. Shareholders may have no way to recoup any if their investment. We do not expect to pay dividends on our common stock in the foreseeable future. We intend for the foreseeable future to retain earnings, if any, for the future operation and expansion of our business and do not anticipate paying dividends on our shares of common stock for the foreseeable future. We expect additional losses. Our current income is insufficient to allow us to rapidly expand the business without additional funding. Because we need to add full time staff and start a full time marketing program we will continue to have additional losses for the next 12 to 18 months. We need to grow our customer base. We must expand our customer base. Our marketing must reach our potential customer base in large numbers and educate the people responsible for the safety and recoverability of the customers' data. If we fail to attract a significant number of customers, we will not be able to grow the company as planned. We lack staff We currently lack full time staff. We need both marketing and technology staff to move forward with our business plan. In addition, we need administrative staff to handle the day to day office work, and allow the marketing and technical to focus on their respective areas of responsibility. RISKS RELATED TO OUR STOCK - -------------------------- Received funds are not being placed in escrow, and can be used immediately. Because this is a "best efforts" offering, we offer no assurances that any of our stock will be sold. This offering is being conducted on a "best efforts" basis and as such, no assurances are given as to what level of proceeds, if any, will be obtained from the sale of shares offered by us. In the event we fail to obtain all or substantially all of the proceeds sought from the sales of shares by us in this offering, our ability to implement our business plan will be materially and adversely affected, and investors may lose all or substantially all of their investment. We can provide no assurances that the subscription proceeds that may be received by us will be sufficient to sustain our operations prior to our anticipated receipt of revenues from customers. Because this is a "best efforts", no minimum offering and because we are not using an escrow agent, we will be able to use any funds received in this offering as soon as we receive the funds. Accordingly, even if we sell only a nominal amount of shares in this offering, we will be able to use those funds and the funds will not be returned to the investor or investors. In this event, and if we are unable to raise funds from another source the investor or investors who purchased the nominal amount of shares would likely lose their entire investment because we would have insufficient funds to generate sustainable cash flow from operations. If we receive less than the maximum amount of the offer we will have fewer funds to meet our business objectives and fewer shares will be available for the trading market and float. No underwriters are involved in this offering. We have no underwriters so no other party with a financial interest has reviewed this offering for fairness. We are offering these shares through our directors and officers and are not using an underwriter. As a result, no other person sophisticated in financial affairs has reviewed this offering to determine if it is fair or if our business plan makes financial sense. 7 The offering price was established arbitrarily. We determined the offering price for these shares arbitrarily, so the market price may be much lower. We chose the offering price for these shares without basing the price on our assets, book value, net worth or any other recognized criteria of value. If a public market for our common stock ever does develop, the value of our securities could be substantially less than the $0.50 per share offering price. This could result in an immediate and significant per-share reduction in the value of your investment. Shareholders will face inevitable dilution. Because the price at which the shares are offered is higher than our current per share value, immediate dilution of value of our stock will occur. We are authorized to issue a substantial number of shares of common stock in addition to the shares comprising the shares offered hereby. This offering itself involves immediate and substantial dilution to investors. Any securities issued in the future, including issuances to management, could reduce the proportionate ownership, economic interests and voting rights of any holders of shares of our common stock purchased in this offering. Stock prices could be depressed if a large amount of stock is sold. Because we have issued shares that may become eligible for resale under Rule 144, a large amount of our stock could be sold, potentially depressing our stock price. Presently 1,000,000 outstanding shares of common stock are "restricted securities" as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant thereto or otherwise pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three-month period (provided we are current in our reporting obligations under the Exchange Act) subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company's outstanding common stock. Selling shares of the stock could be difficult. There is no public market for our shares and should be considered an illiquid investment. There is currently no market for any of our shares and no assurances are given that a public market for such securities will develop or be sustained if developed. While we plan, in connection with this offering, to take affirmative steps to request or encourage one or more broker/dealers to act as a market maker for our securities, no such efforts have yet been undertaken and no assurances are given that any such efforts will prove successful. As such, investors may not be able to readily dispose of any shares purchased hereby. We may not remain a reporting company. If we fail to develop a customer base that will sustain the growth of the company, we may choose to not remain a reporting company after one year. Our stock will be subject to the penny stock regulations. Because our stock will be subject to the penny stock regulations and may be more difficult to sell than other registered stock. Broker-dealer practices in connection with transactions in "penny stocks" are regulated by certain penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock, the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. As our shares immediately following this offering will be subject to these penny stock rules, investors in this offering will in all likelihood find it more difficult to sell their securities. 8 SPECIAL NOTE REGUARDING FORWARD-LOOKING STATEMENTS -------------------------------------------------- Some of the statements under "Prospectus Summary", "Risk Factors", "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Business", and elsewhere in this prospectus constitute forward-looking statements. These statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential", "continue" or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. USE OF PROCEEDS --------------- Our net proceeds from this offering will vary depending upon the total number of shares sold by us. Regardless of the number of shares sold, we expect to incur offering expenses estimated at approximately $50,000 for legal, accounting, printing and other costs in connection with the offering. In order to have funds available to move forward with our business plan, we have to complete a minimum of 50% of the offering, or $150,000. We wish to remind investors that there is no guarantee that we will fully complete this offering or obtain this minimum amount, and that the actual proceeds we receive from the offering could be substantially less than $300,000. Our receipt of no or nominal proceeds will have a material adverse effect upon our investors and us. The table below shows how proceeds from this offering would be used for scenarios where we sell various amounts of the shares and the priority of the use of net proceeds in the event actual proceeds are not sufficient to accomplish the uses set forth. While management has developed the following estimates to the best of its ability, there can be no assurance that we will spend the use of proceeds exactly as laid out in the table. Total shares offered by us 600,000 600,000 600,000 Percent of total shares offered 50% 75% 100% Shares sold 300,000 450,000 600,000 Gross proceeds from offering $150,000 $225,000 $300,000 Less: offering expenses 50,000 50,000 50,000 -------- -------- -------- Net proceeds from offering 100,000 175,000 250,000 Use of net proceeds Marketing expenses 7,500 10,000 12,500 Upgrade of website 10,000 10,000 10,000 Operating expenses & working capital 82,500 155,000 227,500 Because we are selling the shares strictly through the efforts of our officers, the above numbers do not include any deductions for selling commissions. In the event we receive the maximum proceeds of $300,000, our management believes that the net proceeds, together with proceeds from our prior private placement and current revenue stream, will provide us with sufficient funds to meet our cash requirements for approximately eighteen (18) months following the receipt of this maximum amount. We have not yet determined the amount of net proceeds to be used specifically for any of the foregoing purposes. Accordingly, management will have significant flexibility in applying the net proceeds of the offering. Proceeds not immediately required for the foregoing purposes will be invested principally in federal and/or state government securities, short-term certificates of deposit, money market funds or other short term interest-bearing investments. 9 DETERMINATION OF OFFERING PRICE ------------------------------- Prior to this offering, there has been no established public market for the shares of our common stock. As a result, the offering price and other terms and conditions relative to the shares of common stock offered hereby have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value, net worth, actual results of operations, or any other established objective investment criteria. There is no relationship between the offering price of the common stock and our assets, earnings, book value or any other objective criteria of value. In addition, no investment banker, appraiser or other independent, third party has been consulted concerning the offering price for the shares or the fairness of the price for the shares. DILUTION At September 30, 2004, we had a net tangible book value of $11,546. The following table sets forth the dilution to persons purchasing shares in this offering without taking into account any changes in our net tangible book value, except the sale of 600,000 shares at the offering price and receipt of $300,000, less offering expenses estimated to be $50,000. The net tangible book value per share is determined by subtracting total liabilities from our tangible assets, then dividing by the total number of shares of common stock outstanding. September 30, 2004 600,000 shares sold ----------------- ------------------- Public offering price per share n/a $0.50 Net tangible book value per $.012 n/a share of common stock before the offering Pro forma net tangible book n/a $0.163 value per share of common stock after the offering Increase to net tangible book n/a $0.151 value per share attributable to purchase of common stock by new investors Dilution to new investors n/a $0.337 10 DESCRIPTION OF BUSINESS ----------------------- GENERAL Assure Data, Inc. was incorporated under the laws of Nevada, on Nov 18, 2002, commenced operations in April of 2003 and we are in our early developmental and promotional stages. Our general plan is to provide comprehensive automated data backup and retrieval services for small to medium sized businesses, up to $250 million in annual sales, both in the United States as well as foreign countries. Our service is unique in that we maintain two separate data backup up repositories, one local to the customer and the second in a secure off-site facility. The updates from the local server are transferred from the local backup server to the off-site facility via high speed internet connectivity. We also provide customers with multi-level email virus protection, and `SPAM' filtering. ASSURE DATA REMOTE BACKUP SERVICE Customers choose what data on their servers and workstations that they wish to have backed up. This is accomplished using a web-browser based `client' provided by Assure Data. This `client' provides a secure connection to both the local Assure Data Remote Backup Server, and the off-site secure server. The automated backup runs at the specified time and creates a copy any newly created files, and changes to any old files. This backup data is then transmitted via the Internet to the off-site secure facility. Thus companies have two full data backups available in case of an equipment failure or a disaster to their facilities. The retrieval of the data is also accomplished via the web-based browser `client'. End user companies are assured of having all data available to be reviewed buy just opening the web-based browser and following the data hierarchy and selecting what data is to be restored. ASSURE DATA VIRUS AND SPAM PROTECTION SERVICES Virus protection services are provided using the latest available virus detection processes. Assure Data tracks no less than three separate virus checking processes. All in-coming emails and attachments are checked prior to them being routed to the customers systems. The `SPAM' filtering service uses the latest heuristic algorithms of three internationally recognized `SPAM KILLERS' to stop up to 98% of `SPAM' while allowing users to regulate specific email servers as `Accept' or `Decline'. Assure data charges setup fees, based on the services required by the customer, including helping with the data selection, and any special security required by the customer. Once the setup is complete the backup service runs with no human intervention required. Assure Data then changes a monthly fee based on the total amount of data the customer backs up, the amount of data transferred each night, plus a standard base minimum. This creates a continuing revenue stream that does not require direct or daily attention from the Assure Data staff. The data is backed up and email reports are automatically sent to the customer as well as Assure Data staff. If a service fails, additional notification to Assure Data staff via cell phone text messages are sent to alert the Assure Data staff prior to receiving a call from the customer. When a failure does occur, for what ever reason, including the loss of internet connectivity, Assure Data makes calls to the customer to notify them of the failure. All backed up data is maintained on computer hard disk. This is more reliable than tape or other linear processes. In addition, the retrieving of a single file or small number of files becomes almost effortless. If a file or series of files requires restoring, the data is normally retrieved from the Assure Data Remote Backup Server. This is the server that is directly attached to the customer's network, and the data is transferred at higher network data transfer rates. The only time the off-site facility is used for data retrieval, is when the Assure Data Remote Backup Server is not available. The most likely situation for this is when a system wide disaster has occurred such as a fire or natural disaster. THE PRIMARY MANNER IN WHICH WE EXPECT TO CONDUCT BUSINESS Assure Data has obtained the rights to a select email listing of information technology employees and consultants. This email list will be used to contact people who are directly responsible or involved in the maintaining of business data. These are people who have the responsibility of making sure that the critical business data they have been entrusted with is safe and available in case of disaster including server and workstation failures, as well as equipment or facility losses. These individuals will receive emails describing our services and a link to the Assure Data Inc. web site. WEB SITE We currently have one domain name registered, www.assuredata.com. This site describes our services and provides contact information. The web site will be updated on a continuing basis to better inform potential customers of our services. We will post all of our SB2 filings on our web site. 11 DATA BACKUP INDUSTRY IN GENERAL TAPE The data backup industry is filled with many companies that use various backup methodologies. The most common method is some form of tape as the backup media. Tape backup comes in many different forms and has advanced over the years in its capacity and speed in backing up data. The restore process for tape has improved little in comparison, and the inherent problems with tape failures have not been solved. Small businesses have relied on tape when they have chosen to attempt to backup their critical data. The process is often relegated to some office person who in time fails to make sure that the backups are good or even made on a regular basis. Tape failures are common, with as many as 50% of all tape backups having some error. Tape is inconvenient in that a manual process must take place to replace the tapes, and store them in some safe environment. Tapes are not checked after a save of the data has been performed. Tape is linear, and the process to verify that the data has been correctly backed up takes as much time as the backup itself, that it is not practical to implement such testing. The total amount of data that small businesses maintain has grown geometrically over the last 10 years. Companies have Gigabytes of information that needs to be backed up. Larger tape capacity tapes have been developed, but the cost for those solutions has increased as well. HARD DISK Hard disk backup has become a viable solution, as the price of hard disc storage has dropped. There are solutions available based on using external large capacity hard drives attached directly to a network. In many cases a copy of the data is made, and in case of a failure of the main storage occurs, the data is available on the external hard drive. This process has the advantage of being a faster and more accurate backup process. It does not however protect a company if the main computer location, room or building, is damaged. SOFTWARE SOLUTIONS USING OFF-SITE STORAGE OF DATA There are software solutions that track changes to data, and upload that information via the Internet to a system in a facility in another physical location. This method keeps a current backup in a secondary location that can be retrieved if the main storage is unavailable do to system failure. The problem with this process is that bandwidth usage of a companies Internet connection is being used continuously. Many companies have the minimum bandwidth they can survive with, do to the cost of high speed Internet connectivity. This additional usage can have a large effect on other Internet usage, slowing down users during normal business hours. Also, the software running on each server and workstation that monitors the data being changed and process that data and uploads it to the off site location, can place a significant load on the computer and slow its processing of the normal work being performed. COMPETITION Our competition will come from companies that use all the above discussed methods, as well as other or new technologies. We feel that we have combined several concepts together, that solve the practical problems and limitations of other backup methods, while being able to cost effectively provide the level of backup data protection services that small business need, and will use. OUR CONCEPT AND TECHNOLOGY Our founders have over 40 years of computer industry related experience. Dealing with daily data backup issues was one of the areas managed by them. Over the years, data loss and attempted recovery was dealt with many times. As consultants to companies, and as data processing managers for companies, they made recommendations on how a company should back up their critical data. With the advent of more reasonably priced high speed Internet connectivity, and the dramatic increase of hard disk capacity, and decreased relative cost, a different overall methodology was developed taking advantage of the following technologies. o Hard disk is more reliable than tape. It constantly self checks, and redundant data checks are automatically performed when any data is written to the disk. Hard disk is not linear, and therefore random data retrieval for testing purposes can be accomplished quickly and easily. o The use of high-speed Internet connections in small business has become commonplace. Most companies have DSL or ISDN connections. Many have partial T1 connections with even greater bandwidth available. o The use of the Internet has made most computer users comfortable using a `browser' such as Internet Explorer or Netscape. o Computer software algorithms that allow data compression and soft data pointers that can mark changes in a data file at a very low level have been developed. o Open source operating systems, such as Linux, are available at almost no cost, and can be configured to be virtually hack proof and virus proof. o Custom computer configurations can be created, reducing the cost of a single computer system. o Backup services are but one service that the backup server can perform. o Large secure site facilities for co-location are available in most major cities. These facilities have redundant power supplies, emergency power generators and multiple connections directly to the Internet Back Bone infrastructure. 12 Based on the above technologies, we developed the Assure Data Remote Backup Service. We believe our advantages are as follows. o We maintain two sets of backed up data, with 30 days of information. We use compression and soft pointers to reduce the total amount of data that needs to be stored and transferred. This reduces the total cost of maintaining the multiple copies of the data. o The local copy is maintained on a `Locked Down' Linux based system. This system is directly connected to the local network. It performs the initial daily backup of all selected computers, directories and files. Then it transfers, via an encrypted transmission over the Internet, the backed up data to a secure server in a secure facility. This insures that a complete second copy of the backed up data is available in case of damage to the original facility. o The process is totally automated. No human intervention is required. Our system is self monitoring, and emails for success and failures are sent to both the Assure Data staff, and selected individuals of the company. This insures that if a failure does occur, immediate action is taken to insure that the problem is resolved, and the data is backed up as soon as possible. o If a complete local failure occurs, do to a facility loss, such as fire or a natural disaster, we load a complete copy of the companies data onto a new backup server and ship it over night to what ever facility the company will be using for their new computer location. We then help them restore the lost data to the new hardware. o If the loss of data is only on a single computer, and our local backup system is functioning normally, the customer can retrieve the data directly from the local backup system, without having to transfer large amounts of data across the internet. If a customer needs to retrieve a single file or directory from any time in the last thirty days, the customer uses the web based `Assure Data Client Interface' and restores the correct data from the local unit. At any time the customer can access the data on the Remote Secure Server, via the Internet to restore data for testing or any other reason they may have. o The pricing is based on the actual storage and bandwidth usage. This makes the service available and cost effective for any company that needs to backup one Gigabyte to one hundred Gigabytes of data. o The system can be managed from any location where a connection to the Internet is available. This includes the customer selection of data to be backed up as well and the restoration of the data. Our staff can manage the entire process remotely, including our on site local backup systems located on the customer site, and the secure server located in the secure facility located in Dallas. MARKETING OUR SERVICES Our marketing plan will use four main concepts. o Internet marketing using Google Smart Pages and other Internet search engines. We are currently getting several hundred hits per month and have developed customers from these leads. As we progress we expect to develop an online demo of our product. o We have acquired an extensive list of email addresses for IT and Network administrators in the US, Canada and Europe. We are developing an email campaign to market directly to these decision makers who are directly involved with the maintenance and security of the data on the networks and computer systems they are responsible for. Our initial marketing and surveys pointed to these types of individuals as the primary point of contact for our marketing efforts. These people understand the need for insuring the safety of the companies data, and then they take the information we provide to any other level of management that is involved with the decision making process. o Currently we have no strategic marketing partners. But as we have purchased goods and services from other companies, we have discussed our services with them, and we have offered specific commission based programs to those that are potentially interested in re-marketing our services. o Our officers have contacts and have developed those into customers. In addition, referrals from current customers have resulted in leads to other possible customers. EXPECTED EMPLOYEE REQUIREMENTS As the company expands, it is our intention to have the services of Bob Lisle and Max Kipness in a full time capacity. If the full amount of the offering is raised, Max Kipness will become involved on a full time basis. Depending on additional customers being added, Bob Lisle will eventually become involved on a full time basis. Our projections for employees being added are that each two hundred customers will require a new employee. This ratio will be monitored and adjusted as needed. Our process is totally automated, but we need to insure that if a customer requires help, or just wants to talk to a live Assure Data representative, that they will be able to do so quickly. Each employee will be responsible for approximately $500,000 in annual revenue. We do plan to bring on the first additional employee as soon as the revenue stream allows us to do so. The fourth employee will not be hired until we reach the required six hundred customers. FACILITIES AND OFFICES We currently have offices in Frisco Texas. Bob Lisle and Max Kipness do much of their work remotely from their respective offices, or home offices. No large office space or facilities are required at this time, and we do not expect to 13 require them in the near future. If we grow to be a $5,000,000 a year company, the total number of employees will be between eight and ten. We will continue to use secure co-location facilities available across the country and in Europe, rather than create our own facilities. Using these co-location facilities is far more cost effective, and allows us to put customer's data in locations that make logical sense from the prospective of the customer. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS ---------------------------------------------------------- As of the date of this prospectus, we have seven customers currently using the Remote Backup Services of Assure Data Inc. The total average revenue from these seven customers is approximately $1,775 per month. Expansion of our business will require significant capital resources that may be funded through the sale of equity or debt securities issued by us, in addition to the proceeds from our private placement and this offering. As of September 30, 2004, we have spent a total of approximately $107,000 in general operating expenses, expenses, product development, marketing, and legal and accounting fees. We paid the amounts used in these activities from funds obtained in a private placement offering in which we raised $100,000 in cash from April 2003 to September 2003, and approximately $18,000 in revenue from our customers. Currently our president is not charging any hourly service fees to Assure Data Inc. Only actual expenses being incurred are being reimbursed at this time, including accounting, legal, co-location fees, outside programming and other expenses required to operate the company. In the future when operating income increases or sufficient capital is raised from this offering Mr. Lisle may choose to charge for his services. In addition, as soon as operating income increases or sufficient capital is raised from this offering, Mr. Kipness may choose to charge for his services. Given our low monthly cash flow requirement and the agreement of our officers to forego salaries until such time as the operating income increases, we believe that, even though our auditors have expressed substantial doubt about our ability to continue as a going concern, we have sufficient financial resources to meet our obligations for at least the next twelve months even without the proceeds of this offering. Assuming that we do not increase our current capacity to provide services, our primary cash requirements would be those associated with maintaining our current customer base and maintaining our status as a reporting entity. We believe that on an annual basis those costs would not exceed an average of $1,000 per month. Based on this belief, we would have adequate financial resources to meet our financial obligations as we currently conduct business for at least twelve months following the date of this prospectus. In addition, we currently have the capacity to add 36 more customers with an average monthly service charge of $250 without increasing our current monthly expenses. If all 36 customers were added this would increase our monthly revenues by $9000 per month, and allow continued growth with no requirement for additional funding. The time necessary to grow the company with out the capital raised from this offering will be much longer than if the capital is available to start major marketing of the Assure Data services. If we obtain funding from the sale of shares in this offering, we will be able to move forward with our business plan. Executing our business plan will significantly change our cash needs and monthly burn rate. Based upon our planned use of proceeds from this offering, we will have to complete at least 50% of the offering, or $150,000 in order to have sufficient funds available to move forward with our business plan. The early stages of our business plan are complete. We have a functional service with paying customers and a small monthly revenue stream. We have a web site that is listed with a number of search engines, and have a specific `Add Words' agreement in place with Google, that we receive phone calls from potential customers weekly as well as `hits' that are turning into customers and potential customers. This site needs to be expanded and the mass marketing portion of our business plan will be started. We intend to have Mr. Lisle and Mr. Kipness spend full time on the services Assure Data Inc. provides and move customer acquisition to a new level. Mr. Kipness will add additional functionality to our current services and add new services that are related to the remote backup process now in place. Low cost office space is available and all other expenses will be monitored closely to assure that the focus of the next phase of the business plan moves ahead as planed. Over the next twelve months we expect our primary expenses to be associated with new customer acquisition, customer support, upgrades to our current services and development of new related services. Our business plan is such that if we are successful in generating net profits from our activities and raising additional funds, we will acquire more customers, engage in more advertising, hire additional staff and attempt to grow our company in an orderly way. If we are successful in raising the entire $300,000 proposed to be raised in this offering by us, we expect such $300,000, together with the proceeds from our prior private placement, and our current cash flow, to be sufficient to allow us to conduct business for at least eighteen (18) months. If we are unable to raise this entire $300,000 amount, our ability to continue as a going concern may be jeopardized and we may be required to cease conducting operations in less than 1 year. We wish to remind investors that there is no guarantee that we will be able to secure any new customers. We are conducting this offering, in part, because we believe that an early registration of our equity securities will minimize some of the barriers to capital formation that otherwise exist. By having a registration statement in 14 place, we believe that we will be in a better position, either to conduct a future public offering of our securities or to undertake a private placement with registration rights, than if we were a privately held company. Registering our shares may help minimize the liquidity discounts we may otherwise have to take in a future financing because investors may have confidence that the Rule 144(c)(1) public information requirement will be satisfied and a public market will exist to effect Rule 144(g) broker transactions. We believe that the cost of registering our securities and undertaking the required disclosure obligations will be more than offset by being able to get better terms for future financing efforts. No specific investors have been identified. ACCOUNTING POLICIES ------------------- REVENUE RECOGNITION We expect to generate revenue from providing automated data backup and retrieval services, virus protection services and `spam' blocking services. Our current clients have been very satisfied with our services and contacts with potential customers are ongoing. STOCK-BASED COMPENSATION We account for stock-based employee compensation arrangements in accordance with provisions of Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and comply with the disclosure provisions of SFAS No. 123, "Accounting for Stock-Based Compensation" as amended by SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment of FASB Statement No. 123". Under APB Opinion No. 25, compensation expense for employees is based on the excess, if any, on the date of grant, between the fair value of our stock over the exercise price. We account for equity instruments issued to non-employees in accordance with the provisions of SFAS No. 123 and SFAS No. 148 and Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services." All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty's performance is complete or the date on which it is probable that performance will occur. SALES TO DATE ------------- We have seven customers currently on line that produce approximately $1775 per month in continuing revenue. This amount varies slightly based on the total amount of data being backed up by a customer. Our monthly costs to maintain these customers are less that $350 per month. This is our cost to house our secure server in a secure facility in Dallas Texas. We have approximately $2000 in cash. We have no future obligations, and the monthly service fee we pay for the secure server location and internet connection is on a month to month basis. DIRECTORS AND EXECUTIVE OFFICERS -------------------------------- Mr. Robert Lisle, age 55, is our President, Treasurer and a Director. Mr. Lisle has 25 years of experience in the computer and computer consulting fields. He has been the President of Information Technology Systems Inc. and Lisle & Associates for the past twenty-four years. Previous to that he was a systems analyst for Century 21 Real Estate in Irvine California. Previous to that he was the Data Processing Manager for JSH Electronics in Culver City California. Mr. Max Kipness, age 37, is our Vice President, Secretary, and a Director. Mr. Kipness is a Certified Microsoft Engineer as well as a Cisco Certified Engineer. He has run his own consulting service business for 5 years. He was also a Partner in a computer retailing operation, located in Dallas. Mr. Kipness will be serving as the Chief Technology Officer of the company. We presently expect to conduct our first annual meetings of shareholders and directors in March 2005 at which time directors will be elected. All directors will serve for a period of one year unless removed in accordance with our bylaws. EXECUTIVE COMPENSATION ---------------------- We currently have no employees. Mr. Lisle has been compensated by Information Technology Systems Inc. which has invoiced Assure Data Inc. for his services, during 2003, and the first nine months of 2004. Mr. Kipness has been reimbursed for direct expenses, services, as well as supplies and equipment purchased on behalf of Assure Data Inc. during 2003 and the first nine months of 2004. No stock has been issued to any officer, employee or director of the company except in their capacity as investors. Although we have no current plan in existence, we may adopt a plan to pay or accrue cash compensation to our officers and directors for services rendered. We currently do not have a stock incentive plan for the benefit of officers, directors or employees, but our Board of Directors may recommend the adoption of such programs in the future. 15 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ---------------------------------------------- Mr. Lisle loaned us $1,000 to open a checking account and start the basic operations. That loan was repaid from the initial dollars received from a private offering. Mr. Lisle is the president of Information Technology Systems Inc., and performed services on behalf of Information Technology Systems Inc. and its client Assure Data Inc. All related fees were invoiced by and paid to Information Technology Systems Inc. The total amount for 2003 and the first nine months of 2004 for services, excluding reimbursed actual expenses, is $55,218. Mr. Kipness has a consulting service and has invoiced and been paid for services performed for Assure Data Inc. The total amount for 2003 and the first nine months of 2004 for services, excluding reimbursed actual expenses, is $829. PROMOTERS Mr. Lisle and Mr. Kipness developed the processes and services provided by Assure Data, Inc. They each purchased 266,677 shares of stock at $.001 per share. In addition, all rights to the processes developed have been granted to Assure Data, Inc. The processes granted to Assure Data, Inc. took in excess of 1 year to develop, and were operating fully at the time of incorporation. No specific value was set on the intellectual property provided by Mr. Lisle and Mr. Kipness. The rights were granted with the full intent that Mr. Lisle and Mr. Kipness would be major stock holders in the company and use this technology to build the company into a large and highly profitable company. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT -------------------------------------------------------------- As of September 30, 2004, the Company has issued and outstanding 1,000,000 shares of Common Stock. There is no other class of voting security of the Company issued or outstanding. The following table sets forth the number of shares of Common Stock beneficially owned as of September 30, 2004 by (i) each director, (ii) each executive officer named in the Summary Compensation Table and (iii) each person known to own beneficially more than 5% of our stock and (iv) all directors, named executive officers and other executive officers as a group. We calculated beneficial ownership according to Rule 13d-3 of the Securities Exchange Act as of that date. Beneficial ownership generally includes voting and investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned.
Shares of Common Stock Name Number of Shares Owned % Total Outstanding Shares Robert Lisle 266,667 26.7% 6680 Yosemite Ln. Dallas, TX 75214 Max Kipness 266,667 26.7% 549 Valley View Dr. Lewisville, TX 75067 Patrica Gunter 416,666 41.6% 174 FM 1830 Argyle, TX 76226 Each person known to own beneficially more than 5% of our stock (3) 950,000 95.0%
DESCRIPTION OF SECURITIES ------------------------- COMMON STOCK Assure Data, Inc. is authorized to issue 100,000,000 shares of common stock, $.001 par value per share, of which 1,000,000 shares were issued and outstanding as of the date of this Prospectus. The outstanding shares of common stock are fully paid and non-assessable. The holders of common stock are entitled to one vote per share for the election of directors and with respect to all other matters submitted to a vote of stockholders. Shares of common stock do not have cumulative voting rights, which mean that the holders of more than 50% of such shares voting for the election of directors can elect 100% of the directors if they choose to do so. Our common stock does not have preemptive rights, meaning that our common shareholders' ownership interest would be diluted if additional shares of common stock are subsequently issued and the existing shareholders are 16 not granted the right, in the discretion of the Board of Directors, to maintain their ownership interest in our company. Upon any liquidation, dissolution or winding-up of our company, our assets, after the payment of debts and liabilities, will be distributed pro-rata to the holders of the common stock. The holders of the common stock do not have preemptive or conversion rights to subscribe for any of our securities and have no right to require us to redeem or purchase their shares. The holders of Common Stock are entitled to share equally in dividends, if and when declared by our Board of Directors, out of funds legally available therefore, subject to the priorities given to any class of preferred stock which may be issued. STOCK OPTIONS As of the date of this Prospectus, no stock option plan is in effect and no options have been granted by the board of directors. TRANSFER AGENT AND REGISTRAR Securities Transfer Corporation, Frisco, Texas, serves as the transfer agent and registrar for our shares of common stock. MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS -------------------------------------------------------- This is our initial public offering so there is currently no public trading market for our common stock. We hope to have our common stock prices listed on the bulletin board maintained by the National Association of Securities Dealers. To be eligible to have our common stock quoted on the bulletin board, we will be required to file with the Securities and Exchange Commission periodic reports required by the Securities and Exchange Act of 1934 and thus be a "reporting" company, a step we will attempt to accomplish after the effective date of this registration statement. As of September 30, 2004, there were 1,000,000 common shares issued and outstanding. All of these common shares were issued under Section 4(2) of the Securities Act, and will be subject to the re-sale restrictions of Rule 144. We have never paid dividends and do not expect to declare any in the foreseeable future. Instead, we expect to retain all earnings for our growth. Although we have no specific limitations on our ability to pay dividends, the corporate law of Nevada, the State under which we are organized, limits our ability to pay dividends to those instances in which we have earnings and profits. If we are unable to achieve earnings and profits in a sufficient amount to satisfy the statutory requirements of Nevada, no dividends will be made, even if our Board of Directors wanted to pay dividends. Investors should not purchase shares in this offering if their intent is to receive dividends. PLAN OF DISTRIBUTION -------------------- We are offering up to a maximum of 600,000 shares at a price of $0.50 per share to be sold by us through the efforts of our executive officers. Since our shares are sold through our executive officers, no compensation will be paid with respect to such sales. In addition, because the offering is conducted on a "best efforts" basis, there is no assurance that any of the shares offered hereby will be sold. The offering will remain open until the earlier of the sale of all of the shares offered by us or 90 days after the date of the prospectus, or unless we determine, in our discretion, to cease the selling efforts prospectus. Our officers, directors and stockholders and their affiliates may purchase shares in this offering. There is no minimum number of shares that must be sold to complete the offering. As a result, there will be no escrow of any of the proceeds of this offering. Accordingly, we will have use of such funds once we accept a subscription and funds have cleared. Such funds shall be non-refundable except as may be required by applicable law. Upon effectiveness of this registration statement, we will conduct the sale of the shares we are offering on a self-underwritten, best-efforts basis. This means that we do not have an underwriter and that we will sell the shares directly to investors. Participating on our behalf in the distribution is Robert Lisle, our Principal Executive Officer, who is exempt from registration as a broker dealer under Rule 3a4-1 of the Securities Exchange Act. All shares of our common stock that we are registering for sale by the company that we are able to sell will be sold at a price per share of $0.50. There can be no assurance that we will sell all or any of the shares offered. We have no arrangement or guarantee that we will sell any shares. All subscription checks shall be made to the order of Assure Data, Inc. We will pay all the expenses incident to the registration, offering and sale of the shares to the public. 17 Under the penny stock regulations, a broker-dealer selling penny stocks to anyone other than an established customer or "accredited investor" (generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser's written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. In addition, unless the broker-dealer or the transaction is otherwise exempt, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the Securities and Exchange Commission relating to the penny stock. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the Registered Representative and current quotations for the securities. A broker-dealer is additionally required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer's account and information with respect to the limited market in penny stocks. INVESTOR SUTIABILITY REQUIREMENTS --------------------------------- This offering is limited to "accredited investors" who are high net worth and/or sophisticated investors as more fully described below. ACCREDITATION REQUIREMENTS An investor is an "accredited investor" only if such investor meets one or more of the following: (i) the investor is a natural person who has a net worth , or joint net worth with that person's spouse exceeding $1,000,000 at the time of purchase; (ii) the investor is a natural person who individually had income in excess of $200,000 in each of the two most recent years, or joint income with that person's spouse in excess of $300,000 in each of those years, and who reasonably expects income in excess of those levels in the current year; (iii) the investor is a director or executive officer Assure Data, Inc.; (iv) the investor is either (a) a bank defined in Section 3(a)(2) of the securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual of fiduciary capacity; (b) any broker or dealer registered pursuant to Section 15 of the Securities Act of 1934 as amended; (c) an insurance company as defined in Section 2(13) of the Securities Act; (d) an investment company registered under the Investment Company Securities Act; (e) a Small Business Investment Company licensed by the United States Small Business Administration under Section 301(d) or (d) of the Small Business Investment Securities Act of 1958; (f) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such a plan has total assets in excess of $7,000,000; (g) an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, which is either a bank, a savings and loan association, insurance company, or registered investment advisor, or if the plan has assets in excess of $7,000,000, or if a self-directed plan, with the investment decisions made solely by persons that are accredited investor; (v) the investor is a private business development company under Section 202(a)(22) of the Investment Advisers Securities Act of 1940; (vi) the investor is any organization described in Section 501(c)(3) of the Internal Revenue Code and certain other corporations, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $7,000,000; (vii) the investor is any trust with total assets in excess of $7,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as defined in Section 230.506(b)(2)(ii) of Regulation D promulgated under the Securities Act; or (viii) the investor is any entity in which all of the equity owners are accredited investors. In the case if a husband and wife subscribing jointly, satisfaction of the net worth standards must be determined by aggregating their net worth and satisfaction of the income standards must be determined by joint or individual tax returns, as the case may be. Any other persons subscribing for shares jointly, including members of partnerships formed for the purpose of purchasing shares, must each satisfy the applicable net worth and income standards without regard to the other joint purchasers. In the case if a subscriber that is itself a partnership (other than a partnership formed for the purpose of purchasing shares) of a trust, the applicable net worth income standards must be satisfied by the entity. In the case of a subscriber purchasing as custodian for a minor, the applicable net worth standards must be satisfied by the custodian. Each subscriber will be required to satisfy the investor suitability standards set forth above. An investment in the shares is only suitable for those investors who have adequate means to provide for their current needs and personal contingencies and who have no need for liquidity in this investment. Furthermore, investors must demonstrate an appropriate level of financial 18 sophistication. Investors should recognize that the suitability standards set forth above are minimum requirements and that the satisfaction of these standards does not necessarily mean that investment in the shares is suitable for an investor meeting these standards. We reserve the right to reject any subscription for any reason whatsoever. We will require each investor to make representations and warranties relating to the suitability of an investment in the shares for each investor as set forth in the form of subscription agreement to accompany this prospectus. We may also make or cause to be made such further inquiry as we deem appropriate. We may, in our absolute discretion, reject subscriptions, in whole or in part, or allot to a particular investor fewer that the number of shares for which the investor subscribed. We reserve the right to modify or increase the suitability standards with respect to certain investors, in order to comply with any applicable state or local laws, rules or regulations or otherwise. LEGAL MATTERS ------------- EXPERTS ------- The financial statements of Assure Data Inc. as of December 31, 2003 and for the period from April 28, 2003 (commencement) to December 31, 2003 appearing in this prospectus have been audited by the firm of Tschopp, Whitcomb & Orr, P.A., independent certified public accountants, as indicated in their reports with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports. WHERE YOU CAN FIND MORE INFORMATION ----------------------------------- We have filed a registration statement under the Securities Act with respect to the securities offered hereby with the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. This prospectus, which is a part of the registration statement, does not contain all of the information contained in the registration statement and the exhibits and schedules thereto, certain items of which are omitted in accordance with the rules and regulations of the Commission. For further information with respect to Assure Data, Inc. and the securities offered hereby, reference is made to the registration statement, including all exhibits and schedules thereto, which may be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N. W., Room 1024, Washington, D.C. 20549 at prescribed rates during regular business hours. You may obtain information on the operation of the public reference facilities by calling the Commission at 1-800-SEC-0330. Also, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission at http://www.sec.gov. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made to the copy of such contract or document filed as an exhibit to the registration statement, each such statement being qualified in its entirety by such reference. We will provide, without charge upon oral or written request of any person, a copy of any information incorporated by reference herein. Such request should be directed to us at Assure Data, Inc., 2591 Dallas Parkway Suite 102 Frisco, Texas 75034 Attention: Robert Lisle, President. Following the effectiveness of this registration statement, we will file reports and other information with the Commission. All of such reports and other information may be inspected and copied at the Commission's public reference facilities described above. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. The address of such site is http://www.sec.gov. In addition, we intend to make available to our shareholders annual reports, including audited financial statements, un-audited quarterly reports and such other reports as we may determine. 19 ASSURE DATA, INC. (A Development Stage Company) Table of Contents Independent Auditors' Report..................................................F2 Financial Statements: Balance Sheets as of December 31, 2003 and September 30, 2004 (unaudited)..F3 Statements of Operations for the period from April 28, 2003 (commencement) to December 31, 2003, the nine months ended September 30, 2004 (unaudited) and the period from April 28, 2003 (commencement) to September 30, 2004 (unaudited).............................................F4 Statements of Stockholders' Equity for the period from April 28, 2003 (commencement) to December 31, 2003 and the nine months ended September 30, 2004 (unaudited).............................................F5 Statements of Cash Flows for the period from April 28, 2003 (commencement) to December 31, 2003, the nine months ended September 30, 2004 (unaudited) and the period from April 28, 2003 (commencement) to September 30, 2004 (unaudited).............................................F6 Notes to Financial Statements.................................................F7 F1 Independent Auditors' Report ---------------------------- The Board of Directors Assure Data, Inc.: We have audited the accompanying balance sheet of Assure Data, Inc. (a development stage company) as of December 31, 2003 and the related statements of operations, stockholders' equity and cash flows for the period from April 28, 2003 (date of commencement) through December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Assure Data, Inc. (a development stage company), as of December 31, 2003 and the results of its operations and its cash flows for the period from April 28, 2003 (date of commencement) through December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 3 to the financial statements, the Company has generated minimal revenues and experienced an accumulated deficit of approximately $86,000 through December 31, 2003. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are described in note 3. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern. March 31, 2004 F2
ASSURE DATA, INC. (A Development Stage Company) Balance Sheets Assets September 30, December 31, 2004 2003 (Unaudited) ------------- ------------- Current assets: Cash $ 4,999 1,498 Accounts receivable 1,775 7,815 ------------- ------------- Total current assets 6,774 9,313 Property and equipment, net of accumulated depreciation of $389 and $2,476 7,736 7,550 ------------- ------------- $ 14,510 16,863 ============= ============= Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ -- 5,317 ------------- ------------- Stockholders' equity: Common stock: $.001 par value. Authorized: 100,000,000 shares; issued and outstanding: 1,000,000 shares 1,000 1,000 Additional paid-in capital 99,800 99,800 Deficit accumulated during the development stage (86,290) (89,254) ------------- ------------- Total stockholders' equity 14,510 11,546 ------------- ------------- Total liabilities and stockholders' equity $ 14,510 16,863 ============= =============
See accompanying notes to financial statements. F3
ASSURE DATA, INC. (A Development Stage Company) Statements of Operations Period from Period from Nine months April 28, 2003 April 28, 2003 ended (commencement) to (commencement) to September 30, September 30, December 31, 2004 2004 2003 (Unaudited) (Unaudited) ----------------- ----------------- ----------------- Revenues $ 3,280 14,669 17,949 ----------------- ----------------- ----------------- Costs and expenses: Product development and marketing 10,150 -- 10,150 General and administrative 79,420 17,633 97,053 ----------------- ----------------- ----------------- Total costs and expenses 89,570 17,633 107,203 ----------------- ----------------- ----------------- Net loss $ (86,290) (2,964) (89,254) ================= ================= ================= Basic and diluted loss per share $ (0.10) (0.00) (0.09) ================= ================= ================= Weighted average number of shares outstanding - basic and diluted 894,889 1,000,000 942,164 ================= ================= =================
See accompanying notes to financial statements. F4
ASSURE DATA, INC. (A Development Stage Company) Statements of Stockholders' Equity Period from April 28, 2003 (commencement) through December 31, 2003 and the nine months ended September 30, 2004 (Unaudited) Common Stock Additional Total --------------------------- Paid-in Accumulated Stockholders' Shares Amount Capital Deficit Equity ------------ ------------ ------------ ------------ ------------ Common stock issued at inception 800,000 $ 800 -- -- 800 Common stock issued in private placement 200,000 200 99,800 -- 100,000 Net loss -- -- -- (86,290) (86,290) ------------ ------------ ------------ ------------ ------------ Balances at December 31, 2003 1,000,000 1,000 99,800 (86,290) 14,510 Net loss (unaudited) -- -- (2,964) (2,964) ------------ ------------ ------------ ------------ ------------ Balances at September 30, 2004 (unaudited) 1,000,000 $ 1,000 99,800 (89,254) 11,546 ============ ============ ============ ============ ============
See accompanying notes to financial statements. F5
ASSURE DATA, INC. (A Development Stage Company) Statements of Cash Flows Period from Period from April 28, 2003 April 28, 2003 Nine months (commencement) (commencement) ended to to September 30, September 30, December 31, 2004 2004 2003 (Unaudited) (Unaudited) ------------- ------------- ------------- Cash flows from operating activities: Net loss $ (86,290) $ (2,964) $ (89,254) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 389 2,087 2,476 Changes in assets and liabilities: Accounts receivable (1,775) (6,040) (7,815) Accounts payable -- 5,317 5,317 ------------- ------------- ------------- Net cash used in operating activities (87,676) (1,600) (89,276) ------------- ------------- ------------- Cash flows from financing activities: Proceeds from issuance of notes payable 1,000 -- 1,000 Repayment of notes payable (1,000) -- (1,000) ------------- ------------- ------------- Net cash provided by (used in) financing activities -- -- -- ------------- ------------- ------------- Cash flows from investing activities: Purchase of property and equipment (8,125) (1,901) (10,026) Proceeds from issuance of common stock 100,800 -- 100,800 ------------- ------------- ------------- Net cash provided by (used in) investing activities 92,675 (1,901) 90,774 ------------- ------------- ------------- Net increase (decrease) in cash 4,999 (3,501) 1,498 Cash at beginning of period -- 4,999 -- ------------- ------------- ------------- Cash at end of period $ 4,999 $ 1,498 $ 1,498 ============= ============= =============
See accompanying notes to financial statements. F6 ASSURE DATA, INC. (A Development Stage Company) Notes to Financial Statements December 31, 2003 (1) Organization and Summary of Significant Accounting Policies (a) Organization Assure Data, Inc. (the "Company") is a Nevada corporation which was formed in November, 2002 and commenced operations in April 2003. The Company provides fully automated remote data backup services for small to medium sized businesses. (b) Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the assets which are three years, using the straight-line method. (c) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Changes in tax rates are recognized in the period that includes the enactment date. (d) Financial Instruments Fair Value, Concentration of Business and Credit Risks The carrying amount reported in the balance sheet for cash and accounts receivable approximates fair value because of the immediate or short-term maturity of these financial instruments. (e) Use of Estimates Management of the Company has made certain estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those estimates. (f) Earnings or Loss per Common Share Basic and diluted loss per common share have been computed based upon the weighted average number of common shares outstanding during the period presented. At December 31, 2003, there were no common stock equivalents outstanding. (g) Cash Flows For purposes of cash flows, the Company considers all highly liquid investments with original maturities of three months of less to be cash equivalents. F7 ASSURE DATA, INC. (A Development Stage Company) Notes to Financial Statements December 31, 2003 (2) Related Party Transactions The Company paid consulting fees of approximately $64,000 to, and purchased approximately $2,000 of equipment from, a company owned by one of its officers and shareholders during the period ended December 31, 2003. (3) Going Concern and Management's Plans The Company's combined financial statements have been presented on a going concern basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As described herein, the Company has generated minimal revenues and experienced an accumulated deficit of approximately $86,000 through December 31, 2003. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters include the following: o The aggressive marketing of the Company's products and services. o Obtaining additional capital through the sale of common stock to existing and new stockholders. Accordingly, management is of the opinion that aggressive marketing combined with additional capital will result in improved operations and cash flow in 2004 and beyond. However, there can be no assurance that management will be successful in obtaining additional funding or in attaining profitable operations. F8 NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY INYX, INC. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF INYX, INC. SINCE ANY OF THE DATES AS OF WHICH INFORMATION IS FURNISHED HEREIN OR SINCE THE DATE HEREOF. TABLE OF CONTENTS PROSPECTUS SUMMARY.............................................................3 RISK FACTORS RISKS RELATED TO OUR INDUSTRY................................................5 RISKS RELTED TO OUR BUSINESS.................................................6 RISKS TO OUR STOCK...........................................................7 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS..............................9 USE OF PROCEEDS................................................................9 DETERMINATION OF OFFERING PRICE...............................................10 DESCRIPTION OF BUSINESS.......................................................11 DATA BACKUP INDUSTRY IN GENERAL...............................................12 MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS....................14 ACCOUNTING POLICIES...........................................................15 SALES TO DATE.................................................................15 DIRECTORS & EXECUTIVE OFFICERS................................................15 EXECUTIVE COMPENSATION........................................................15 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................16 PROMOTERS.....................................................................16 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................16 DESCRIPTOIN OF SECURITIES.....................................................16 MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS......................17 PLAN OF DISTRIBUTION..........................................................17 INVESTOR SUTIABILITY REQUIREMENTS.............................................18 LEGAL MATTERS.................................................................19 EXPERTS.......................................................................19 WHERE YOU CAN FIND MORE INFORMATION...........................................19 FINANCIAL STATEMENTS AND LEGENDS..............................................F1 PART II - INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 24 - INDEMNIFICATION OF DIRECTORS & OFFICERS.......................II - 1 ITEM 25 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION...................II - 1 ITEM 26 - RECENT SALES OF UNREGISTERED SECURITIES.......................II - 2 ITEM 27 - EXHIBITS......................................................II - 2 ITEM 28 - UNDERTAKINGS..................................................II - 3 SIGNATURES................................................................II - 4 DEALER PROSPECTUS DELIVERY OBLIGATIONS Until _________, 2005, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions Part II - 1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 24 - INDEMNIFICATION OF DIRECTORS AND OFFICERS - --------------------------------------------------- Article Twelve of the Articles of Incorporation of the Company provide that the Company shall indemnify, to the maximum extent allowed by Nevada law, any person who is or was a Director, Officer, agent or employee of the corporation, and any person who serves or served at the Company's request as a Director, Officer, agent, employee, partner or trustee of another corporation, partnership, joint venture, trust or other enterprise. An officer or director of the Company could take the position that this duty on behalf of the Company to indemnify the director or officer may include the duty to indemnify the officer or director for the violation of securities laws. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the Company's Articles of Incorporation, Bylaws, Nevada law or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company and the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. ITEM 25 - OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION - ----------------------------------------------------- The following is an itemized list of the estimate by the Company of the expenses of the offering: SEC registration fee $ 50 Accounting fees and expenses* $20,000 Legal* $15,000 Miscellaneous* $ 4,950 Printing * $10,000 ------- Total $50,000 *estimates Part II - 1 ITEM 26 - RECENT SALES OF UNREGISTERED SECURITIES - ------------------------------------------------- The following information is furnished with regard to all securities sold by us within the past three years that were not registered under the Securities Act. The issuances described hereunder were made in reliance upon the exemptions from registration set forth in Section 4(2) and Regulation D of the Securities Act relating to sales by an issuer not involving any public offering. None of the foregoing transactions involved a distribution or public offering. In November 2002, the Company was incorporated under the laws of the State of Nevada. In April 2003 266,667 shares of common stock were issued to Robert Lisle for $267.00, 266,667 shares of common stock were issued to Max Kipness for $267.00, and 266,666 shares of common stock were issued to Patrica Gunter for $267.00. The federal exemption we relied upon in issuing the securities was Section 4(2) of the Securities Act. The Section 4(2) exemption was available to us because we did not solicit any purchasers to invest in the company and instead issued shares to our founders, Mr. Lisle, Mr. Kipness and Patrica Gunter. In addition, given our founders' involvement in the establishment of the company, they had access to such information as they deemed necessary to fully evaluate an investment in our company. No underwriters were used in the offering. Beginning in April 2003, we conducted a private offering of 200,000 shares of Common Stock of our company at a purchase price of $0.50 per share. These shares were offered and sold to a limited number of investors, without public solicitation. A total of five individuals purchased shares from us for a total of $100,000. The offering was completed on September 30,2003. The federal exemption we relied upon in issuing these securities was Rule 506 under of the Securities Act. The Rule 506 exemption was available to us because we did not publicly solicit any investment in the company. We also gave all of these investors the opportunity to ask questions of and receive answers from us as to all aspects of our business as well as access to such information as they deemed necessary to fully evaluate an investment in our company. All shares issued under the private placement and all shares issued to Mr. Lisle, Mr. Kipness and Mrs. Gunter have been and will remain restricted and may not be transferred unless and until the effectiveness of this registration statement or pursuant to another applicable exemption. ITEM 27 - EXHIBITS - ------------------ 1.1 Subscription Agreement 2.1 Secretary of State Certificate 3.1 Articles of Incorporation 3.2 Bylaws 4.1 Specimen Stock Certificate 5.1 Opinion on legality of shares to be filed by amendment 10.1 Form of Data Protection Agreement 23.1 Consent of Auditors 23.2 Consent of legal council to be filed by amendment Part II - 2 ITEM 28 - UNDERTAKINGS - ---------------------- The Company does not presently anticipate using an underwriter in conducting this offering; if the company changes its plan and utilizes an underwriter, the Company will provide to the underwriter, at the closing specified in any underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to directors, officers and controlling persons of the Company pursuant to the Company's Articles of Incorporation, Bylaws, Nevada law or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company and the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by a controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes that it will: 1. File, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to: (a) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and include any additional or changed material information on the plan of distribution. 2. For determining any liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering. 3. File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering. Part II - 3 SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB- 2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Frisco, State of Texas on December 8, 2004. Assure Data Inc. By: /s/ Robert M. Lisle -------------------------- Robert M. Lisle, President In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated. (Signature) /s/ Robert M. Lisle -------------------------- Robert M. Lisle (Title) President, Treasurer, Chief Executive Officer, Chief Financial and Accounting Officer, Director (Date) -------------------------- (Signature) /s/ Max M. Kipness -------------------------- Max M. Kipness (Title) Secretary and Director (Date) -------------------------- Part II - 4 EX-1.1 2 assuresb2ex11121404.txt SUBSCRIPTION AGREEMENT Exhibit 1.1 ASSURE DATA, INC. SUBSCRIPTION AGREEMENT The undersigned hereby subscribes for __________________________ shares of common stock $0.001 par value per share (the "Shares"), of ASSURE DATA INC., a Nevada corporation (the "Company"), at a purchase price of $0.50 per share, for a total subscription of $_____________. 1. To induce the Company to accept this subscription, the undersigned agrees to provide such information and to execute and deliver such documents as may be necessary to comply with any and all laws and ordinances to which the Company is subject. 2. The undersigned represents and warrants to the Company that the undersigned is an accredited investor because one or more of the following statements (indicated by a check marked in the box opposite such statement) are true and correct with respect to the undersigned: [_] (i) The undersigned is a natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000. [_] (ii) The undersigned is a natural person who had an individual income in excess of $200,000, or $300,000 jointly with his or her spouse, in both 2001 and 2002 and who reasonably expects an income in excess of $200,000, if an individual, or $300,000 if jointly with his or her spouse, in the current year. [_] (iii)The undersigned is an institution that qualifies as an "accredited investor," as defined in Schedule I attached hereto. [_] (iv) The undersigned is a director, executive officer, of the general partner of the Company. [_] (v) The undersigned is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii under the Securities Act of 1933, as amended ("Securities Act"). [_] (vi) The undersigned is an entity in which all of the equity owners meet the criteria set forth under either (i) (ii) (iii), (iv), or (v) above. 3. The undersigned further represents and warrants to the Company as follows: (a) X111 information heretofore provided by the undersigned to the Company in connection with the offering of the Shares is true, complete, and correct in all respects as of the date hereof (b) No representations or warranties have been made to the undersigned by the Company or any officer, employee, shareholder, or representative of the Company, and in entering into this transaction the undersigned is not relying on any representation or warranty of any person; (c) The undersigned received or had access to all information that he, she, or it considers necessary or advisable to enable him, her, or it to make an informed decision concerning the Shares, and the undersigned has had an opportunity to ask questions of and receive answers from the Company or its designated representative concerning the terms and conditions of this investment, and all such questions, if any, have been answered to the full satisfaction of the undersigned; (d) The address set forth above in the Qualified Purchaser Questionnaire is the true and correct residence of the undersigned and he, she, or it has no present intention to become a resident of any other state or jurisdiction; (e) The undersigned understands that the Shares have not been registered for public sale under the Securities Act or the securities laws of any state, and further understands that the Shares have not been approved or disapproved by the Securities and Exchange Commission or any other federal or state agency', (f) The undersigned (if an individual) has adequate means of providing for his or her current needs and possible personal contingencies and he or she has no need for liquidity of his or her investment in the Shares; (g) The undersigned either (i) has a pre-existing personal or business relationship with the Company or any of its officers, directors, or controlling persons; or (iii) has business or financial experience (or has retained the services of a professional advisor who is not affiliated with or compensated by the Company who has the requisite business or financial experience) such, that the undersigned is capable of protecting his or her own interests in connection with the proposed purchase of Shares [for purposes of this representation, the phrase "pre- existing personal or business relationship" includes any relationship consisting of personal or business contacts of a nature and duration such as would enable a reasonably prudent purchaser to be aware of the character, business acumen, and general financial circumstances of the person with whom such relationship exists]; (h) The undersigned is acquiring the Shares for his, her, or its own account for investment purposes only and not with a present view to resell or distribute it, in whole or in part; and (1) The undersigned is aware of and fully understands each of the following: (i) The Shares are a speculative investment and involves a substantial degree of risk that would result in the loss of his her, or its entire investment in the Company; (ii) The Company Stock will not be; and investors in the Company have no rights to require that the Shares be, registered under the Securities Act. There is not public market for the Shares, it is unlikely that any public market for the Shares will develop, the undersigned will not be able to avail himself herself or itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission to dispose of the Shares, and, unless registered or an exemption from registration is available, the Shares must be held for an indefinite period of time and the undersigned must bear the economic risk of the investment for such period. Accordingly, it may not be possible far the undersigned to liquidate his, her, or its investment in the Company; and (iii) The certificates representing the Shares comprising the Shares may contain one or more legends on the obverse or reverse side thereof referencing the securities laws restrictions noted above and arty other restriction required by law or contractual obligation. 4. The undersigned acknowledges that he, she, or it understands the meaning and legal consequences of the representations and warranties contained in Paragraphs 2 and 3 above, and that the Company axed its officers, directors, employees, and agents have relied upon such representations and warranties, and tie, she, or it hereby agrees to indemnify and hold harmless the Company and its officers, directors, employees, and agents from and against any anal all loss, damage, or liability due to or arising out of a breach of any representation or warranty of the undersigned contained in this Subscription Agreement 5. Notwithstanding any of the representations, warranties, covenants, acknowledgments, or agreements made herein by the undersigned, the undersigned does not hereby or in any other manner waive any rights granted to him, her, or it under federal or state securities laws. 6. All representations, warranties, covenants, acknowledgments, and agreements contained in this Subscription Agreement, and the indemnification contained in Section 4 above, shall survive the acceptance of this Subscription Agreement by the Company. 7. The undersigned understands that this Subscription Agreement is not binding until the Company accepts it by executing this Subscription Agreement in the space provided below. The Company may elect either to accept or reject this Subscription Agreement in its sole and absolute discretion. 8. The undersigned understands that, prior to acceptance by the Company of this Subscription Agreement, the undersigned has the right to withdraw and cancel this Subscription Agreement without penalty ox obligation. 9. This Subscription Agreement is not transferable or assignable by the undersigned. 10. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE CHOICE OR CONFLICT OF LAWS RULES THEREOF OR OF ANY OTHER STATE. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE AND SHALL BE TRUE AND CORRECT AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY AND ACCEPTANCE HEREOF TO THE COMPANY. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this ____ day of ______________. SUBSCRIBER: INDIVIDUALS: ___________________________________________ Signature of Subscriber ___________________________________________ Printed or Typed Name ___________________________________________ *Signature of Spouse ___________________________________________ Printed or Typed Name ALL OTHER ENTITIES: ___________________________________________ Name of Entity ___________________________________________ Signature of Authorized Person ___________________________________________ Printed or Typed Name ACCEPTED this ___ day of___________________. ASSURE DATA INC. By:________________________________________ Bob Lisle President & CEO *Signature of spouse required only if subscriber or spouse is currently residing in one of the following states: Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Nevada, Washington, or Wisconsin. SCHEDULE I INSTITUTIONAL ACREDDITED INVESTORS The following institutions constitute "accredited investors" for purposes of Paragraph 2(a)(iii) of the Subscription Agreement: (1) Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended; any insurance Company as defined in Section 2(13) of the Securities Act; any investment Company registered under the Investment Company Act of 1940 or a business development Company as defined in Section 2(a)(48) of that Act; any Small Business Investment Company licensed by the US ,Small Business Investment Act of 1958, as amended; any employee benefit plan within, the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance Company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; (2) Any private business development Company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or (3) Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, corporation, Massachusetts or similar business trust, or Company, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. EX-2.1 3 assuresb2ex21122404.txt SECRETARY OF STATE CERTIFICATE Exhibit 2.1 Secretary of State Certificate SECRETARY OF STATE STATE OF NEVADA CORPORATE CHARTER I DEAN HELLER, the duly elected and qualified Nevada Secretary of State, do hereby certify that ASSURE DATA, INC. did on November 18, 2002 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 law of said State of Nevada. IN WHITNESS WHEROF, I have hereunto set my hand and affixed the Great Seal of State, at my office, in Carson City, Nevada, on November 19, 2002. DEAN HELLER Secretary of State By Certification Clerk EX-3.1 4 assuresb2ex31121404.txt ARTICLES OF INCORPORATION OF ASSURE DATA, INC. Exhibit 3.1 ARTICLES OF INCORPORATION OF ASSURE DATA, INC. The undersigned incorporator hereby forms a corporation pursuant to the General Corporation Law of the State of Nevada. (Chapter 78 of Nevada Revised Statutes ("NRS"). ARTICLE I CORPORATE NAME The name of the Corporation is Assure Data, Inc. ARTICLE II REGISTERED OFFICE The registered office of the corporation in the State of Nevada is The Corporation Trust Company of Nevada, 6100 Neil Road, Ste. 500, Reno, Nevada, Washoe County. The registered agent in thereof at such address is The Corporation Trust Company ARTICLE III DURATION The duration of the Corporation shall be perpetual. ARTCILE IV GENERAL PURPOSE The purpose of the Corporation is to engage in any lawful act of activity for which corporations may be organized under the General Corporation Law of Nevada. ARTICLE V CAPITAL STOCK The total number of share of all classes of capital stock that the Corporation has the authority to issue is One Hundred Million (100,000,000) shares, $.001 par value per share. Except as may be otherwise required by law of this Certificate of Incorporation, each holder of Common Stock has one vote in respect of each share of stock held by him of record on the books of the corporation on all matters voted upon by the Stockholders. ARTICLE VI DIRECTORS The business and affairs of the Corporation shall be managed by or under the direction of the board of directors, which initially shall consist of one director. The number of directors comprising the board of directors shall be fixed upon resolution of the board of directors and may be increased or decreased from time to time in the manner provided in the by-laws of the Corporation; except that, at no time shall there be less than one (1) director. The name, address and category of the initial member of the board of directors is Robert Lisle, 2591 Dallas Parkway, Suite 102, Frisco, TX 75034. ARTICLE VII INCORPORATOR The name and mailing address of the incorporator of the Company is Maria Ozaeta, c/o CT Corporation System, 350 N. St. Paul Street, Suite 2900, Dallas TX 75201. ARTICLE VIII NON-ASSESSABILITY Shares of the Corporation shall not be subject to assessment for payment of the debts of the Corporation. ARTICLE IX BYLAWS The Board of Directors shall have the power to make, adopt, amend, or repeal the Bylaws of the Corporation. ARTICLE X AMENDEMENTS TO THE ARICLES OF INCORPORATION In the event that the Board of Directors of the Corporation determines that it is in the Corporation's best interest to amend these Articles of Incorporation, the board of directors shall adopt a resolution setting forth the proposed amendment and declaring its advisability and submit the matter to the stockholders entitle to vote thereon for the consideration thereof in accordance with the provisions of the NRS and these Articles of Incorporation. In the resolution setting forth the proposed amendment, the board of directors may insert a provision allowing the board of directors to later abandon the amendment, without concurrence by the stockholders, after the amendment has received stockholder approval but before the amendment is filed with the Nevada Secretary of State. ARTICLE XI LIMITATION OF LIABILITY OF DIRECOTRS AND OFFICERS A director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, except for: (1) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law; or (2) the payment of dividends in violation of NRS 78.300. Any repeal or modification of the provisions of this Article XI 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 with respect to any act or omission occurring prior to the effective data e of such repeal or modification. If the Nevada Corporation Law hereafter is emended to authorize the further elimination or limitation of the liability of directors or officers, then the liability of a director or officer of the Corporation, in addition to the limitation on personal liability provided here, shall be limited to the fullest extent permitted by the amended Nevada Corporation Law. In the event that any of the provisions of this Article XI (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law. ARTICLE XII INDEMNIFICATION The Corporation shall, to the fullest extent permitted by the provisions of as 78.7502 of the Nevada Revised Statues, as the same may be amended and supplemented, indemnify any and all personas whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under the Bylaws, agreement, vote of stockholders, or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person. EX-3.2 5 assuresb2ex32121404.txt BYLAWS OF ASSURE DATA, INC. Exhibit 3.2 BYLAWS OF ASSURE DATA INC. (A Nevada Corporation) ARTICLE I GENERAL 1.1 GENERAL OFFICES The Corporation may have offices, either within or without the State of Nevada, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time. 1.2 REGISTERED OFFICE The Corporation shall have and continuously maintain in the State of Nevada a registered office which is now established as being in car of The Corporation Trust Company of Nevada, One East First Street, Reno, Nevada 89501. The address of the registered office may be changed from time to time by the Board of Directors. 1.3 REGISTERED OR RESIDENT AGENT The Corporation shall have and continuously maintain in the State of Nevada, a registered or resident agent, which agent is now designated as The Corporation Trust Company of Nevada. The registered or resident agent may be changed from time to time by the Board of Directors. ARTICLE II SHAREHOLDERS 2.1 ANNUAL SHAREHOLDERS' MEETING An annual meeting of the shareholders shall be held each year on a day to be selected by the Chairman of the Board of Directors or the President within nine months after the end of the Corporation's fiscal year, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. The annual meeting shall not be held on a date declared a legal holiday by the State of Nevada. If the election of the Directors shall not be held on the date selected for any annual meeting of Shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be held. 2.2 SPECIAL MEETINGS Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statue or these Bylaws, may be called by the Chairman of the Board, President, the Board of Directors, or the holders of not less than 40% of all outstanding shares of the Corporation entitled to vote at the meeting. Business transacted at a special meeting shall be limited to the purposes stated in the notice of the meeting. 2.3 PLACE OF MEETING The Chairman of the Board of Directors or the President may designate any place, either within or without the State of Nevada, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting of shareholders. A waiver of notice signed by all shareholders entitle to vote at a meeting may designate any place, either within or without the State of Nevada, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation in the State of Nevada. 2.4 NOTICE OF MEETING Written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose 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 chairman of the Board, President, the Secretary, or the person(s) calling the meeting, to each shareholder of 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 shareholder at his address as it appears in the stock transfer books of the Corporation, with postage thereon prepaid. 2.5 ACTION WITHOUT MEETING Unless otherwise provided by the Articles of Incorporation, any action required to be taken at any annual or special meeting of stockholder, or any action which may be taken at any annual or special meeting, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitle to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be give to those stockholders who have not consented in writing. 2.6 FIXING THE RECORD DATE For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors of the Corporation may fix in advance a date as the record date for such determination of shareholders, such date in any case to be not more than sixty (60) days and not less than ten (10) days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. If no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholder, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the data on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof except were the determination has been made through the closing of stock transfer books and the stated period of closing has expired. 2.7 VOTING LISTS A. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of (10) days prior to such meeting, shall be kept at the registered office of the Corporation or the principal office of the Corporation, if it be other than the registered office, and shall be subject to inspection by any shareholder at an time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder during the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitle to examine such list or transfer books or to vote at any meeting of shareholders. B. Failure to comply with the requirements of this Section shall not affect the validity of any action taken at such meeting. C. An officer or agent having charge of the stock transfer books who shall fail to prepare the list of shareholders or keep the same on file for a period of ten (10) days, or produce an keep it open for inspection at the meeting, as provided in this Section, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. In the event that such officer or agent does not receive notice of a meeting of shareholders sufficiently in advance of the date of such meeting reasonable to enable him or her to comply with the duties prescribed by this Section, the Corporation, but not such officer or agent, shall be liable to any shareholder suffering damage on account of such failure, to the extent of such damage. 2.8 QUORUM OF SHAREHOLDERS The holders of a majority of the shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. The vote of the holders of a majority of the shares entitled to vote at any meeting of shareholders at which a quorum is present, shall be the act of that shareholders' meeting, unless the vote of a greater number is required by law. 2.9 VOTING OF SHARES A. Each outstanding share, regardless of class, shall be entitled to one vote on any matter submitted to a vote of the shareholders, except to the extent that the Articles of Incorporation provide for more or less than one vote per share or limit or deny voting rights to the holders of the shares of any class or series, and except as otherwise provided by the General Corporation Law of Nevada. B. A shareholder may vote either in person or by a proxy executed in writing by the shareholder or by the shareholder's duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise specifically provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. C. At each election for Directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by the shareholder for as many persons as there are Directors to be elected and for whose election the shareholder has a right to vote. 2.10 METHOD OF VOTING Voting on any question or in any election shall be by written ballot. 2.11 RULES OF PROCEDURE To the extent applicable, Robert's Rules of Order may govern the conduct and procure at all shareholders' meetings. 2.12 TELEPHONE MEETINGS Subject to the provisions required or permitted by the General Corporation Law of Nevada for notice of meetings, unless otherwise restricted by the Articles of Incorporation or these Bylaws, shareholders may participate in and hold a meeting of shareholders, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting, except where a person participated in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 2.13 CUMULATIVE VOTING Cumulative voting is expressly prohibited by the Articles of Incorporation for this Corporation. 2.14 PRE-EMPTIVE RIGHTS No holder of any stock of the Corporation shall be entitled as a matter of right to purchase or subscribe for any stock of the Corporation authorized by the Article of Incorporation or for any additional stock of any class to be issues by reason of any increase of the authorized stock of the Corporation, or for any bonds, certificates of indebtedness, debentures, warrants, options or other securities convertible into any class of stock of the Corporation, but any stock authorized by the Articles of Incorporation or any such additional authorized issue of any stock or securities convertible into any stock may be issues and disposed of by the Board of Directors to such persons, firms, Corporations or associates for such consideration and upon such terms and in such manner as the Board of Directors may in its discretion determine without offering any thereof on the same terms or on any terms to the shareholders then of record or to any class of shareholders, provided only that such issuance may not be inconsistent with any provision of law or with any of the provisions of the Articles on Incorporation. ARTICLE III DIRECTORS 3.1 MANAGEMENT The business and affairs of the Corporation shall be managed by its Board of Directors. Directors need not be residents of Nevada or shareholders of the Corporation in order to qualify as a director. 3.2 NUMBER The number of directors of the Corporation shall consist of one or more members as shall be elected by the shareholders from time to time. The number of directors may be increased or decreased from time to time by action of the stockholders or of the directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. 3.3 ELECTION At the first annual meeting of shareholders and at each annual meeting thereafter, the shareholders shall elect directors to hold office until the succeeding annual meeting. 3.4 TERM OF OFFICE Unless removed in accordance with these Bylaws each director shall hold office for the term for which the director is elected and until the director's successor shall have been elected and qualified. 3.5 REMOVAL The entire Board of Directors or any director may be removed from office, either with or without cause, at any special meeting of shareholders by the affirmative vote of a majority in number of shares of the shareholders present in person or by proxy at such meeting and entitled to vote for the election of such director or directors if notice of intention to act upon the question of removing such director shall have been stated as one of the purposes for the calling of such meeting an such meeting shall have been called in accordance with the Bylaws. 3.6 VACANCY A. Any vacancy occurring in the board of Directors may be filled in accordance with paragraph C of this Section or may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. B. A directorship to be filled by reason of an increase in the number of directors may be filled in accordance with paragraph C. of this Section or may be filled by the board of Directors for a term of office continuing only until the next election of one or more directors by the shareholders; provided that the Board of Directors may not fill more than two such directorships during the period between any two successive annual meeting of shareholders. C. Any vacancy occurring in the board of Directors or any directorship to be filled by reason of an increase in the number of directors may be filled by election at an annual or special meeting of shareholders called for that purpose. 3.7 QUORUM A majority of the number of directors fixed by these Bylaws shall constitute a quorum for the transaction of business unless a greater number is required by law of these Bylaws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or these Bylaws. 3.8 ANNUAL DIRECTORS' MEETINGS Immediately after the annual meeting of the shareholders has been held, the Board of Directors shall meet each year for the purpose of electing the officers of the Corporation and consideration of any other business that may properly be brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall me necessary. 3.9 REGULAR MEETINGS The Board of Directors may provide by resolution the time and place, either with or without the state of Nevada, for the holding of regular meetings without other notice that such resolution. 3.10 SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the Chairman of the board, the President or shall be called at the request of any two members of the Board of Directors and shall be held upon notice by letter, telegram, or fax, delivered for transmission not later than during the third business day immediately preceding the day for the meeting, or by word or mouth, telephone, or radiophone received not later than during the second business day immediately preceding the day for the meeting. Notice of any special meeting of the Board of Directors may be waived before or after the time of the meeting. 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. 3.11 NO STATEMENT OF PURPOSE OF MEETING REQUIRED Neither the business proposed to be transacted nor the purpose of any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 3.12 COMPENSATION By resolutions of the Board of Directors, the Directors may be paid their expenses, if any, in connection with attendance at such meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director form serving the Corporation in another capacity and receiving compensation thereof. 3.13 ATTENDANCE AND PRESUMPTION OF ASSENT Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. A director who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless that director's dissent shall be entered in the minutes of the meeting or unless that director shall file a written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by 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 3.14 EXECUTIVE AND OTHER COMMITTEES The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members an Executive Committee and one or more other committees, each of which, to the extent provided in such resolution or in these Bylaws, shall have an may exercise all of the authority of the Board of Directors except that no such committee shall have the authority of the Board of Directors in reference to amending the Articles of Incorporation of the Corporation, approving a plan of merger or consolidation, recommending to the shareholders the sale, lease, or exchange of all or substantially all of the property and assets of the Corporation other than in the usual and regular course of the Corporation's business, recommending to the shareholders a voluntary dissolution of the Corporation or a revocation thereof, amending, altering, or repealing these Bylaws or adopting new Bylaws, filling vacancies in the Board of Directors or any committee, filling any directorship to be filled by reason of an increase in the number of directors, electing or removing officers or members of any such committee, fixing the compensation of any member of such committee. No committee shall have the power or authority to declare a dividend or to authorize the issuance of shares of the Corporation. The designation of such committee and the delegation thereto of authority shall not operate to relive the Board of Directors, or any member thereof, of any responsibility imposed by law. 3.15 REMOVEL OF COMMITTEE MEMBERS Any member of a committee elected by the Board of Directors may be removed from said committee, whenever in the judgment of the Board of Directors the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of a member of a committee shall not itself create any contract right. 3.16 WAIVER BY UNANIMOUS CONSENT IN WRITING Any action required or permitted to be taken at a meeting of the Board of Directors, any Executive Committee or any other committee of the Board of Directors, may be taken without a meeting if a consent in writing, setting for the action so taken, is signed by all of the members of the Board of Directors, the Executive Committee or any other committee of the Board of Directors, as the case may be, and then delivered to the Secretary of the Corporation for inclusion in the Minute Book of the Corporation. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State. 3.17 TELEPHONE MEETING Subject to the provisions required or permitted by the General Corporation Law of Nevada for notice of meetings, unless otherwise restricted by the Articles of Incorporation, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in and hold a meeting of the Board of Directors or that committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, an participation in a meeting pursuant to this Section shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. ARTICLE IV OFFICERS 4.1 NUMBER The principal officers of the Corporation shall consist of a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Directors. Any offices may be held by the same person. No officer need be a shareholder, a director, or a resident of Nevada. 4.2 ELECTION AND TERM OF OFFICE The officers of the Corporation shall be elected by the Board of Directors at its annual meeting or as soon thereafter as conveniently possible. New or vacated offices may be filled at any meeting of the Board of Directors. The subordinate officers and agents not elected or appointed by the Board of Directors shall be appointed by the President or any other principal officer to whom the President shall delegate that authority. Each officer shall hold office until that officer's successor shall have been fully elected and shall have qualified or until that officer shall resign or shall have been removed in the manner hereafter provided. Election or appointment of an officer or agent shall not of itself create contract rights. 4.3 REMOVAL Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall not be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. 4.4 VACANCIES A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term as herein provided. 4.5 AUTHORITY Officers an agents shall have such authority and perform such duties in the management of the Corporation as are provided in these Bylaws or as may be determined by resolution of the Board of Directors not inconsistent with these Bylaws. 4.6 PRESIDENT Unless the Board of Directors elects a Chairman of the Board and designates him as the principal executive officer of the Corporation, the President shall be the principal executive officer of the Corporation and shall have general and active management of the business and affairs of the Corporations. Unless a Chairman of the Board has been elected, the President shall preside at all meetings of the Shareholders and of the Board of Directors. The President may sign, with the Secretary or an Assistant Secretary, certificates for shares of the Corporation, and deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the 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, or shall be required by law to b otherwise signed or executed. The President shall see that all orders and resolutions of the Board of Directors are carried in to effect, and shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. 4.7 VICE PRESIENT In the absence of the President or in the vent of the president's death, inability or refusal to act the Vide President, or in the vent there be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors or in the absence of any designation then in the order of their election, shall perform all the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the Chairman of the Board, President or by the Board of Directors. 4.8 SECRETARY The Secretary shall keep the minutes of the Shareholders' and Board of Directors' meetings in appropriate minute books; see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents and instruments which have been duly executed by this Corporation in accordance with the provisions of these Bylaws or the Articles of Incorporation of this Corporation or as required or permitted by the law; keep a register of the mailing address for each shareholder as it has been furnished to the Secretary by such shareholder; sign with the President stock certificates representing shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors; have general charge of the stock transfer books of the Corporation; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairman of the Board, President or by the Board of Directors. 4.9 TREASURER The Treasurer shall be the principal financial officer of the Corporation and shall have charge and custody and be responsible for al funds and securities of the Corporation; receive and give up receipts for monies due an payable to the Corporation from any source whatsoever, and deposit al such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors; render to the Chairman of the Board, the President and the Board of Directors, whenever the same shall be required, an account of all transactions as Treasurer and of the financial condition of the Corporation; if required by the Board of Directors give bond for the faithful performance of the duties of this office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer's possession or under his control belonging to the Corporation; and in general perform all of the duties incident to the office of Treasurer and such other duties as form time to time may be assigned by the Chairman of the Board, President or by the Board of Directors. 4.10 ASSISTANT TREASURER AND ASSISTANT SECRETARY The Assistant Treasurer shall, if required by the Board of Directors, give bond for the faithful discharge of his duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretary as authorized by the Board of Directors may sign with the President stock certificates representing shares of the Corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurer and Assistant Secretary, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary, respectively, or by the Board of Directors. 4.11 SALARIES The salaries of the principal officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that the officer is also a director of the Corporation. ARTICLE V CONTRACTS, LOANS, CHECKS AND DEPOSITS 5.1 CONTRACTS, DEEDS, MORTGAGES AND OTHER DOCUMENTS Subject always to the specific direction of the Board of Directors, all deeds and mortgages made by the Corporation and all other written contracts and agreements to which the Corporation shall be a party shall be executed in its name by the President or Vice President (or one of the Vice Presidents if there are more than one), and when requested, the Secretary shall attest to such signatures and affix the corporate seal to the instruments. 5.2 LOANS No indebtedness shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to the specific instances. 5.2 CHECKS, DRAFTS, ETC. All checks, drafts, notes, bonds, other orders for the payment of money, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officer, agent or agents of the Corporation and in such manner as shall from time to time be determined by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 5.4 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 VI CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 CERTIFICATES FOR SHARES The Corporation shall deliver stock certificates representing all shares to which shareholders are entitled in such form as may be determined by the Board of Directors. Each certificate representing shares shall state upon the face thereof that the Corporation is organized under the laws of the State of Nevada, the name of the person to whom it is issued; the number and class of shares and the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, and any restrictions or statements required by law. Such certificates shall be signed by the President or Vice President and either by the Secretary or Assistant Secretary or such officer or officers as the Board of Directors shall designate, and may be sealed with the seal of the Corporation or a facsimile thereof. 6.2 FACSIMILE SIGNATURES The signatures of the President or Vice President, Secretary or Assistant Secretary or such officer or officers as these Bylaws or the Board of Directors of the Corporation shall prescribe upon a certificate may be facsimiles, if the certificate is countersigned by a transfer agent or registered by a registrar. In the case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he or she were such officer at the date of issuance. 6.3 ISSUANCE Shares (both treasury and authorized but unissued) may be issued for such consideration, not less than the par value, and to such persons as the Board of Directors may determine from time to time. 6.4 SUBSCRIPTIONS Unless otherwise provided in the subscription agreement, subscriptions for shares, whether made before or after organization of the Corporation, shall be paid in full at such time or in such installments and at such times as shall be determined by the Board of Directors. Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series, as the case may be. In case of default I the payment on any installment or call when payment is due, the Corporation may proceed to collect the amount due in the same manner as any other debt due to the Corporation. 6.5 PAYMENT The consideration paid for the issuance of shares of the Corporation shall consist of money actually paid, labor or services actually performed or property, both tangible and intangible, actually received. Certificates for shares may not be issued until the full amount of the consideration, fixed as provided by law, has been paid. When such consideration shall have been paid to the Corporation or to a Corporation of which all of the outstanding shares of each class are owned by the Corporation, the shares shall be deemed to have been issued and the subscriber or Shareholder entitled to receive such issue shall be a Shareholder with respect to such shares, and the shares shall be considered fully paid and non-assessable. Neither promissory notes nor the promise of future services shall constitute payment or partial payment for shares of the Corporation. In the absence of fraud in the transaction, the judgment of the Board of Directors or the shareholders as the case may be, as to the value of the consideration received for shares shall be conclusive. 6.6 LIEN The Corporation shall have a first and prior lien on all shares of its stock and upon all dividends being declared upon the same for any indebtedness of the respective holders thereof to the Corporation 6.7 REPLACEMENT OF LOST OR DESTORYED CERTIFICATES The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates therefore issued by the Corporation alleged to have been lost or destroyed, upon the making of an affidavit of act by the person claiming that the certificate or certificates representing shares has been lost or destroyed. When authorizing the issuance 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 the owner's legal representative, to give the Corporation a bond with a surety of sureties satisfactory to the Corporation with respect to the certificate or certificates alleged to have been lost or destroyed. 6.8 TRANSER OF SHARES Shares of stock shall be transferable only on the books of the Corporation by the holder thereof in person or by the holder's duly authorized attorney. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate representing shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation or its transfer agent shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 6.9 REGISTERED SHAREHOLDERS The Corporation shall be entitled to treat the holder of record 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 share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law ARTICLE VII DIVIDENDS AND RESERVES 7.1 DECLARATION AND PAYMENT Subject to provisions (if any) contained in the statutes or the Articles of Incorporation, dividends may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, property, or in shares of the Corporation. Such declaration and payment shall be at the discretion of the Board of Directors. 7.2 RECORD DATE The Board of Directors may fix in advance a record date for the purpose of determining shareholders entitled to receive payment of any dividend, such record date to be not more than sixty (60) days and not less than ten (10) days prior to the payment date of such dividend. In the absence of any action by the Board of Directors, the date upon which the Board of Directors adopted the resolution declaring such dividend shall be the record date. 7.3 RESERVES There may be created by resolution of the Board of Directors out of the earned surplus of the Corporation such reserve or reserves as the Directors from time to time, in their discretion, think proper to provide for contingencies, to pay dividends, or to repair or maintain any property of the Corporation, or for such other purposes as the Directors shall think beneficial to the Corporation, and the Directors may modify or abolish any such reserve in the manner in which it was created. ARTICLE VIII INDEMNIFICATION 8.1 DEFINITIONS In this Article A. "Corporation" includes any domestic or foreign predecessor entity of the Corporation in a merger, consolidation, or other transaction in which the liabilities of the predecessor are transferred to the Corporation by operation of law and in any other transaction in which the Corporation assumes the liabilities of the predecessor but does not specifically exclude liabilities that are the subject matter of this Article VIII. B. "Director" means any person who is or was a director of the Corporation and any person who, while a director of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise. C. "Expenses" include court costs and attorneys' fees. D. "Official capacity" means: (1). When used with respect to a director, the office of director in the Corporation, and (2). When used with respect to a person other than a director, the elective or appointive office in the Corporation held by the officer or the employment or agency relationship undertaken by the employee or agent in behalf of the Corporation, but (3). In both paragraphs (1) and (2) does not include service for any other foreign or domestic Corporation or any partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise E. "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit or proceeding. 8.2 POWER TO INDEMNIFY The Corporation may indemnify a person who was, is, or is threatened to be made a named defendant or respondent I a proceeding because the person is or was a director only if it is determined in accordance with Section 8.6 of this Article that the person: A. Conducted himself in good faith; B. Reasonably believed: (1). In the case of conduct in his official capacity as a director of the Corporation, that his conduct was in the Corporation's best interests; and (2). In all other cases, that his conduct was at least not opposed to the Corporation's best interests; and C. In the case of any criminal proceeding, has no reasonable cause to believe his conduct was unlawful. 8.3 LIMITATIONS A director may not be indemnified under Section 8.2 of this Article for obligations resulting from a proceeding: A. In which the person is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted form an action taken in the person's official capacity; or B. In which the person is found liable to the Corporation. 8.4 TERMINATION OF A PROCEEDING The termination of a proceeding by a judgment, order, settlement, or conviction, or on a plea of nolo contendere or its equivalent is not of itself determinative that the person did not meet the requirements set forth in Section 8.2 of this Article. 8.5 PROCEEDING BROUGHT BY THE CORPORATION A person may be indemnified under Section 8.2 of this Article against judgment, penalties, fines, settlements, and reasonable expenses actually incurred by the person in connection with the proceeding, but if the proceeding was brought by or in behalf of the Corporation, the indemnification is limited to reasonable expenses actually incurred by the person in connection with the proceeding. 8.6 DETERMINATION OF INDEMNIFICATION A determination of indemnification under Section 8.2 of this Article must be made: A. By a majority vote of a quorum consisting of directors who at the time of the vote are not named defendants or respondents in the proceeding; B. If such a quorum cannot be obtained, by a majority vote of a committee the Board of Directors, designated to act in the matter by a majority vote of all Directors, consisting exclusively of directors who at the time of the vote are not named defendants or respondents in the proceeding; C. By special legal counsel selected by the Board of Directors or a committee of the Board by vote as set forth in Subsection A or B of this Section 8.6, or, if such a quorum cannot be obtained and such a committee cannot be established, by a majority vote of all Directors; or D. By the shareholders in a vote that excludes the shares held by the directors who are named defendants or respondents in the proceeding. 8.7 AUTHORIZATION OF INDEMNIFICATION Authorization of indemnification and determination as to reasonableness of expenses must be made in the same manner as the determination that indemnifications permissible, except that if the determination that indemnification is permissible is made by special legal counsel, authorization of indemnification and determination as to reasonableness of expenses must be made in the manner specified by Subsection C of Section 8.6 of this Article, for the selection of special legal counsel. A provision contained in the Articles of Incorporation, these Bylaws, a resolution of Shareholders or Directors, or an agreement that makes mandatory the indemnification permitted under Section 8.7 of this Article shall be deemed to constitute authorization of indemnification in the manner required by this Section 8.7 even though such provision may not have been adopted or authorized in the same manner as the determination that indemnification is permissible. 8.8 INDEMNIFICATION OF A DIRECTOR A. The Corporation shall indemnify a director against reasonable expenses incurred by him in connection with a proceeding in which he is named a defendant or respondent because he is or was a director if he has been wholly successful, on the merits or otherwise, in the defense of the proceeding. B. If, in the suit for the indemnification required by Section 8.8 of this Article, a court of competent jurisdiction determines that the director is entitled to indemnification under that section, the court shall order indemnification and shall award to the director the expenses incurred in securing the indemnification. C. If, upon application of a director, a court of competent jurisdiction determines, after giving any notice the court considers necessary, that the director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he has met the requirements set forth in Section8.2 of this Article or has been adjudged liable in the circumstances described in Section 8.3 of this Article, the court may order the indemnification that the court determines is proper and equitable. The court shall limit indemnification to reasonable expenses if the proceeding is brought by or in behalf of the Corporation or if the director is found liable on the basis that personal benefit was improperly received by him, whether or not the benefit resulted from an action taken in the person's official capacity. D. Reasonable expenses incurred by a director who was, is or is threatened to be made a named defendant or respondent in a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of the proceeding after: 1. The Corporation receives a written affirmation by the director of his good faith belief that he has met the standard of conduct necessary for indemnification under this Article and a written undertaking by or on behalf of the director to repay the amount paid or reimbursed if it is ultimately determined that he has not met those requirements; and 2. A determination that the facts then known to those making the determination would not preclude indemnification under this Article. E. The written undertaking required by Subsection D. of this Section 8.8 must be an unlimited general obligation of the director but need not be secured. It may be accepted without reference to financial ability to make repayment. Determinations and authorizations of payment under Subsection D. of this Section 8.8 must be made in the manner specified by Section 8.6 of this Article for determining that indemnification is permissible. F. Notwithstanding any other provision of this Article, a Corporation may pay or reimburse expenses incurred by a director in connection with his appearance as a witness or other participation in a proceeding at a time when he is or is not a named defendant or respondent in the proceeding. 8.9 INDEMNIFICTION OF OTHERS A. An officer of the Corporation shall be indemnified as, and to the same extent, provided by Subsections A, B, and C of this Section 8.9 for a director and is entitled to seek indemnification under those Subsections to the same extent as a director. The Corporation may indemnify and advance expenses to an officer, employee, or agent of the Corporation to the same extent that it may indemnify and advance expenses to directors under this Article. B. The Corporation may indemnify and advance expenses to persons who are not or were not officers, employees, or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise to the same extent that it may indemnify and advance expenses to directors under this Article C. The Corporation may indemnify and advance expenses to an officer, employee, agent, or person identified in Subsection B of this Section 8.9 and who is not a director to such further extent, consistent with law, as may be provided by the Corporation's Articles of Incorporation, Bylaws, general or specific action of its Board of Directors, or contract or as permitted or required by common law. 8.10 INDEMNITY INSURANCE The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic Corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan, or other enterprise, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the Corporation would have the power to indemnify him against that liability under this Article. 8.11 REPORTS TO SHAREHOLDERS Any indemnification of or advance of expenses to a director in accordance with this Article shall be reported in writing to the shareholders with or before the notice or waiver of notice of the next shareholders' meeting or with or before the next submission to shareholders of a consent to action without a meeting pursuant to the General Corporation Law of Nevada and, in any case, within the 12 month period immediately following the date of he indemnification or advance. 8.12 EMPLOYEE BENEFIT PLANS For the purposes of this Article, the Corporation is deemed to have requested a director to serve an employee benefit plan whenever the performance of his duties to the Corporation also imposes duties on or otherwise involves services by him to the plan or participants or beneficiaries of the plan pursuant to applicable law. Action taken or omitted by him with respect to an employee benefit plan in the performance of his duties for a purpose reasonable believed by him to be in the interest of the participants and beneficiaries of the plan is deemed to be for a purpose which is not opposed to the bet interests of the Corporation. ARTICLE IX MISCELLANEOUS 9.1 LIMITATION OF LIABILITY No person shall be liable to the Corporation for any loss or damage suffered by it on account of any action taken or omitted to be taken by that person as a director, officer, or employee of the Corporation in good faith, in the exercise of the ordinary care, this person: A. Relied upon financial statements of the Corporation represented to this person to be correct by the President or the officer of the Corporation having charge of its books of account, or stated in a written report by an independent public or certified public accountant or firm of such accountants, fairly to reflect the financial condition of the Corporation, or considered the Corporation's assets to be equal to their book value; or B. Relied upon the written opinion of any attorney for the Corporation. 9.2 FISCAL YEAR The fiscal year of the Corporation shall be fixed by a resolution of the Board of Directors. 9.3 SEAL The corporate seal shall be in such form as may be determined by the Board of Directors. Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 9.4 BOOKS AND RECORDS The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and the Board of Directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each. Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. Any person who shall have been a holder of record of shares for at least six (6) months immediately preceding demand, or shall be the holder of record of at least fiver percent (5%) of all the outstanding shares of a Corporation upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant, or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes and records of shareholders, and to make copies thereof, all at such person's expense. 9.5 ANNUAL STATEMENT The Board of Directors shall present at each annual meeting of shareholders a full and clear statement of the business and financial condition of the Corporation. 9.6 RESIGNATION Any director, officer or agent may resign by giving written notice to the Chairman of the Board, President or the Secretary. Such resignation shall take effect at the time specified therein, or immediately if no tie is specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 9.7 AMENDMENT OF BYLAWS These Bylaws may be altered, amended, or repealed either by unanimous written consent of the Board of Directors, in the manner stated in Article 3.16 herein, or at any meeting of the Board of Directors at which a quorum is present, by the affirmative vote of a majority of the Directors present at such meeting, provided notice of the proposed alteration, amendment, or repeal is contained in the notice of such meeting. 9.8 INVALID PROVISIONS If any part of these Bylaws shall be held invalid or inoperative for any reason, the remaining parts, so far as possible and reasonable, shall be valid and operative. 9.9 HEADINGS The headings used in these Bylaws have been inserted for administrative convenience only and do not constitute matter to be construed in their interpretation. 9.10 WAIVER OF NOTICE Whenever any notice is required to be given to any shareholder or director of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. 9.11 GENDER Words which import on gender shall be applied to any gender wherever appropriate and words which import the singular or plural shall be applied to either the plural or singular wherever appropriate. The undersigned, being the Secretary of Assure Data, Inc. a Nevada Corporation, does hereby certify the foregoing to be the Bylaws of said Corporation, as adopted at a meeting of the Board of Directors held on the 30th day of November, 2002. -------------------------- Robert M. Lisle, Secretary EX-4.1 6 assuresb2ex41121404.txt SPECIMEN STOCK CERTIFICATE Exhibit 4.1 SPECIMEN STOCK CERTIFICATE FOR ASSURE DATA, INC. ASSURE DATA, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA NUMBER SEE REVERSE FOR COMMON STOCK CERTAIN DEFINITIONS SHARES This certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.001 PAR VALUE, OF ASSURE DATA, INC. (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of the Certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, as amended (copies of which are on file at the office of the Transfer Agent), to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. Witness the facsmile seal of the Corporation and the facsimile signatures of its duly authorized officers. DATE: [CORPORATE SEAL OMITTED] Countersigned: PRESIDENT SECURITIES TRANSFER CORPORATION P.O. Box 701629 Dallas, TX 75370 By: SECRETARY ___________________________________ TRANSFER AGENT-AUTHORIZED SIGNATURE EX-10.1 7 assuresb2ex101121404.txt DATA PROTECTION SERVICES AGREEMENT Exhibit 10.1 DATA PROTECTION SERVICES AGREEMENT This Services Agreement ("Agreement") is executed to be effective as of ___________________, (the "Effective Date"), by and between ASSURE DATA, INC., a Nevada corporation ("Assure Data"), and _____________________, a ________________ ("Customer") (collectively, "Parties" or each a "Party"). This Agreement specifies the terms and conditions applicable to the data protection services to be provided by Assure Data to Customer under this Agreement. 1. Provision of Services / Customer Obligations. Assure Data agrees to provide to Customer data protection services, which will include the following (the "Services"): (i) local and offsite automated backup of Customer's computer network data as specified by Customer on the annexed Exhibit A, (ii) installation and maintenance of firewall protection software as specified on the annexed Exhibit B, (iii) network monitoring for possible security breaches and potential hardware failures as specified on the annexed Exhibit C, (iv) installation and maintenance of virus protection software as specified on the annexed Exhibit C, and (v) consulting services, as requested by Customer in writing, related to special requirements of Customer. In order to perform the Services, Assure Data will (i) deliver a server to Customer's place of business, which server will backup the network data selected by Customer, (ii) subject to Customer's obligations, transmit Customer's data from the server to the offsite facility, and (iii) monitor, as a computer software function, those transmissions. In order to perform the Services, Customer must (i) supply a location for the server in an appropriate and conducive environment accessible to Assure Data, and (ii) provide appropriate uninterrupted transmission lines (DSL equivalent or greater). 2. Pricing. For the provision of the Services, Customer shall pay Assure Data the fee set forth on the annexed Exhibit D (the "Services Fee"), in accordance with the payment schedule set forth on the annexed Exhibit D. In addition to the Services Fee, Customer shall pay, upon execution of this Agreement, the set up fee set forth on the annexed Exhibit D (the "Set Up Fee"). If Customer is not completely satisfied with the Services within the first thirty days of delivery of the server and commencement of the provision of the Services, then Assure Data will refund the Set Up Fee to Customer upon receipt by Assure Data of all Property (defined below). Additionally, Customer can request that Assure Data send a representative to Customer's place of business to install the Server. Should Customer request assistance with the installation, Customer shall pay Assure Data the additional fee set forth on the annexed Exhibit D. If, after sixty (60) days from the Effective Date, provision of Services has begun but any one or more of the Exhibits referenced in this Agreement have not been completed, executed and/or exchanged between the Parties, then Assure Data may, at its sole option, complete the Exhibit(s) using the information it then has, give Notice to Customer and deliver the completed Exhibit(s) (the "Assure Data Completed Exhibits"). Absent any response, objection or modification in writing by Customer, within thirty (30) days after receipt, the Assure Data Completed Exhibits shall be the agreement of the Parties. 3. Term and Termination. This Agreement is entered into as of the Effective Date and shall remain in effect for one year thereafter, and will be renewed automatically for successive one-year periods unless and until terminated by either Party (i) upon thirty days prior written Notice to the other Party, or (ii) if a Party determines that the other Party has materially breached a provision of this Agreement, and, the defaulting Party has not timely cured the material breach after Notice of the breach and a ten day opportunity to cure the breach (such cure period commencing upon receipt of Notice). 4. Ownership of Property. Customer hereby acknowledges and agrees that any servers, other hardware, equipment, wiring, other ancillary products, software, (wherever installed), and all associated intellectual property rights of any of the foregoing, supplied by or utilized by Assure Data for the delivery of the Services (collectively, the "Property") shall at all times remain the property of Assure Data. Customer agrees to not remove any of the Property from the location where any of the Property was initially delivered without first obtaining the prior written approval of Assure Data, which approval shall not be unreasonably withheld. The Property shall only be used for the provision of the Services by Assure Data. Customer shall not attempt to open, access, modify, derive, reverse engineer or duplicate any of the Property and shall not attempt to incorporate any of the Property into Customer's systems except as specifically allowed by this Agreement. Customer shall accord the same degree of care with respect to the Property as it accords to its own intellectual property and proprietary rights. Customer agrees to use its best efforts to assure that the Property is not damaged and shall remain liable to Assure Data for any damage or loss of the Property. Assure Data will, within ten (10) days of written Notice from Customer or ascertainment of a defect by Assure Data, replace any defective Property, and will not charge Customer, so long as such defect was not caused by Customer, its employees, agents or representatives. Assure Data represents and warrants that it has and retains title to and ownership of the Property that it utilizes (notwithstanding that some of such Property may be obtained by license from third parties). Customer represents and warrants that it has and retains title to and ownership of any and all intellectual property rights associated with its business and its computer network data and systems, including but not limited to, all technology, designs, trademarks, patents, and trade secrets (notwithstanding that some of such rights may be obtained by license from third parties). 5. Data Recovery. If an event shall occur which results in Customer losing its computer network data as specified on the annexed Exhibit A, Customer shall contact Assure Data to retrieve the data. Assure Data will walk through with Customer (either onsite or offsite as Assure Data determines) the process of restoring the data. 6. Technical Support. Assure Data shall provide telephonic technical support to customers who purchase the Services, which personnel shall be available during normal business hours. Should Customer request or require onsite technical support, the fee for such additional services will be negotiated at that time. 7. Effects of Termination. Upon termination of this Agreement, (i) Customer shall immediately deliver the Property to Assure Data, and (ii) upon Customer's written request, Assure Data shall return or otherwise purge any of Customer's data stored by Assure Data. Other than the obligations set forth in this Section and any other obligations that accrued prior to any termination of this Agreement, neither of the Parties shall have any further obligations to the other. 8. Relationship of the Parties. Each Party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other Party for any purpose. Except as provided in this Agreement, neither Party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other. 9. Assignment. Customer shall not transfer or assign any of its rights or obligations hereunder without the prior written approval of Assure Data, which approval shall not be unreasonably withheld. Assure Data has the right to transfer or assign this Agreement to any third party, provided that such third party will continue to supply the Services. 10. Confidential Information. The Parties acknowledge that, from time to time, either may become aware of certain proprietary information concerning the other Party which that Party considers confidential and which is not in the public domain. Confidential Information of either Party may or may not be marked as such, and, might include strategic plans, marketing information, technical details, and other facts. The Parties agree to take appropriate steps to protect such Confidential Information from unauthorized disclosure and shall not disclose it to any third party or use any Confidential Information without the prior written consent of the other Party. 11. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES, IF ANY, MADE BY EITHER PARTY TO THE OTHER PARTY, AND, ANY WARRANTIES WHICH ARISE BY LAW AND WHICH CANNOT BE DISCLAIMED OR LIMITED, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER, EXPRESS OR IMPLIED. ASSURE DATA DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR USE. NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION ON BEHALF OF ASSURE DATA CONCERNING THE PERFORMANCE OF THE SERVICES OR THE MEDIA ON WHICH THEY ARE SUPPLIED. 12. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, COLLATERAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE OBLIGATIONS HEREUNDER; provided, however, this Section shall not limit any Party's right to indemnification as set forth in this Agreement. 13. Indemnification. a. Assure Data shall indemnify and hold Customer harmless from and against any and all liability, claims, demands, proceedings, causes of action, costs and expenses (including but not limited to any reasonable attorney's fees) in respect of personal injury or property damage (collectively, "Losses") from any breach of a representation or warranty of Assure Data contained in this Agreement. b. Customer shall indemnify and hold Assure Data harmless from and against any and all Losses from any breach of a representation or warranty of Customer contained in this Agreement or from any damage to the Property. c. Any Party seeking indemnification under this Agreement (the "Indemnified Party") shall give the other Party (the "Indemnifying Party") prompt Notice of any demand, claim, suit or proceeding instituted against the Indemnified Party. Within ten (10) days after receipt of the Notice, the Indemnifying Party shall take affirmative action to defend the Indemnified Party and the Indemnified Party shall give the Indemnifying Party any and all reasonable assistance necessary for the Indemnifying Party to prepare and maintain a proper defense. If, after the ten (10) day period, the Indemnifying Party has failed to give the Indemnified Party adequate assurance of the Indemnifying Party's intention or ability to defend the Indemnified Party against such a demand, claim, suit or proceeding, then the Indemnified Party may take whatever reasonable steps are necessary to defend and protect its own interests, and shall invoice the Indemnifying Party for any and all Losses incurred by the Indemnified Party for which it is entitled to hereunder. The Indemnifying Party shall then promptly reimburse the Indemnifying Party for any such Losses. 14. General Provisions. a. Notices. All notices shall be in writing, shall be served by personal service, facsimile (receipt confirmed), or email (receipt confirmed), with a copy by mail to the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party) (collectively, "Notices"). Copies of any and all such Notices or demands by mail shall be by certified mail, return receipt requested, or by nationally recognized private express courier. b. Governing Law, Jurisdiction, and Arbitration. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Texas, USA, excluding the choice of law rules. Each Party agrees that any dispute, claim or controversy arising out of or in connection with this Agreement shall be settled by final and binding arbitration under the applicable rules of the American Arbitration Association. The arbitration shall be conducted in Dallas, Texas, in the English language. An arbitral award resulting from such arbitration shall be enforceable in any court of competent jurisdiction. The expenses of such arbitration shall be paid in such proportion as the arbitrator(s) decides; however, in no instance shall a prevailing Party be required to reimburse more than one-half of the expenses of the arbitration. No arbitrator selected under this Agreement shall ever be liable to either of the Parties to this Agreement for any act arising out of his position as arbitrator, unless it is proven that the arbitrator failed to act in good faith, or was guilty of fraud, collusion or malfeasance in the execution of his duties. c. Force Majeure. Neither party shall be responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party. Such acts shall include, but not be limited to, acts of God, strikes, walkouts, riots, acts of war or terrorism, failure of suppliers to perform, governmental regulations, power failures, or other disasters. d. Survival of Certain Provisions. Sections 4, 7, 10, 11, 12 and 13 of the Agreement shall survive its termination or expiration. e. Amendments. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. f. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original, but all of which shall constitute but one instrument. g. Severability. In case any term, phrase, clause, paragraph, restriction, covenant or provision contained in this Agreement shall be held to be invalid or unenforceable, it is hereby agreed that the same shall be deemed to be severable and shall apply to the maximum extent permissible by law, and such holding shall not defeat or impair the provisions hereof. h. Entire Agreement. This Agreement constitutes the complete and entire agreement of the parties and supercedes all previous communications, oral or written, and all other communications between them relating to the subject matter hereof. No representations or statements of any kind made by either party, which are not expressly stated herein, shall be binding on such party. IN WITNESS WHEREOF, duly authorized representatives of the Parties have entered into this Agreement effective as of the Effective Date, although not necessarily executed on such date. CUSTOMER: ASSURE DATA: By:________________________________ ASSURE DATA, INC. Printed Name:______________________ By:________________________________ Title:_____________________________ Robert M. Lisle, its President Date:______________________________ Address:___________________________ Date:______________________________ ___________________________________ ___________________________________ 2591 Dallas Parkway, Suite 102 Frisco, Texas 75034 Facsimile:_________________________ Facsimile: (469) 633-0069 E-Mail:____________________________ E-Mail: boblisle@AssureData.com EXHIBIT "A" COMPUTER DRIVE AND DIRECTORY SELECTIONS FOR AUTOMATED BACKUP ------------------------------------------------------------ Assure Data Inc. and _____________________________________________ Date ___________________ Server / Workstation Backup Selections The following is a `tree based' list of servers and workstations (computers) to be backed up by Assure Data Inc. The tree structure defines what computers and what data will be backed up by the Delta Sync Remote Backup Service provided by Assure Data Inc. When defining what data is to be backed up, a standard `tree structure' is used. The root of the tree is the named computer and Drive Letter. Each Drive Letter on a computer must be listed individually. All hard disks both logical and physical that are to be backed up in whole or in part must be listed. Under each Computer and Drive Letter specific Directories, Sub Directories and Files may be selected. At any level within the tree structure the word "ALL" may be placed. When "ALL" is used then all Directories, Sub Directories and Files under that branch will be defined as `selected for backup'. After all the information is listed, number and initial the pages as required, and initial under the last completed line. Accepted by Assure Data Inc. Accepted by:_____________________________ ____________________________ _________________________________________ Date________________________ _________________________________________ Server / Workstation Backup Selections for: ___________________________________ Page __ of __ Initials Assure Data _____ Initials (company) _____ Server / Workstation Directory & Name or IP address Drive Letter Sub Directory Name File Name _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ _________________ _________ _____________________ ______________ EXHIBIT "B" FIREWALL OPTIONS Firewall Options Assure Data Inc. and _____________________________________________ Date: ___________________ The following is the list of ports and related services that are to be opened to allow access from outside the local network including VPN and Internet connections. After all the information is listed, number and initial the pages as required, and initial under the last completed line. ACCEPTED: Accepted by: Assure Data, Inc. By:______________________________ By:______________________________ Printed Name:____________________ Printed Name:____________________ Date:____________________________ Date:____________________________ Initials Assure Data _____ Initials (company) _____ The Linux based firewall will close all ports except the following: Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Port # __________ Service _________________________________________ Page 1 of 1 EXHIBIT "C" PRO-ACTIVE PROTECTION SERVICES Assure Data Inc. and _____________________________________________ Date ___________________ The following is the list of special service options and descriptions for additional services that are to be performed by Assure Data Inc. These may include but are not limited to virus protection, vulnerability assessments, bandwidth measurement and system performance. After all the services are listed, number and initial the pages as required, and initial under the last completed line. Accepted by Assure Data Inc. Accepted by _________________________ _______________________________ _____________________________________ Date___________________________ Date_________________________________ EXHIBIT "D" ASSURE DATA INC. PRICING Assure Data Inc. and _________________________________________(company) Date _______________________ Pricing for services described in Computer Drive and Directory Selections for Backup (Backup) Pricing for services described in Firewall Options (Firewall) Pricing for services described in Pro-Active Protection Services (P.A.P.S.) One time setup fee:__________________ Installation Assistance Fee (if requested):________________________ Monthly service charges are pro-rated for the first month, with subsequent services being billed at the monthly rate listed below, and due on the 1ST day of each month. A 5% billing discount is allowed for accepting the Monthly Invoice VIA email to a specified individual. Contact(s) E-mail address of the specified individual _________________________ Name ___________________ ___________________ ___________________ Position _______________ ___________________ ___________________ Phone:___________________ ___________________ ___________________ Monthly service charge for Backup: ________________________ Monthly service charge for Firewall: _______________________ Monthly service charge for P.A.P.S: ________________________ Total monthly service charge: ________________________ Discount for E-mail billing: ________________________ Net monthly service charge: ________________________ Accepted by Assure Data Inc. Accepted by _______________________ Company ___________________________________ ___________________________________ Name Name ___________________________________ ___________________________________ Title Title Date_______________________________ Date_______________________________ -----END PRIVACY-ENHANCED MESSAGE-----