-----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, GCnQwSB8qe/UGIN6gcZ25fRlsiapUEnY/ObFaJrtjT65vkrIAuY7AdcNMnexPzWl iWwoWQDepp9gOZiyj4Twsg== 0001028596-00-000316.txt : 20001205 0001028596-00-000316.hdr.sgml : 20001205 ACCESSION NUMBER: 0001028596-00-000316 CONFORMED SUBMISSION TYPE: SB-2 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20001204 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OFFICE MANAGER INC CENTRAL INDEX KEY: 0000741017 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 870661638 STATE OF INCORPORATION: NV FILING VALUES: FORM TYPE: SB-2 SEC ACT: SEC FILE NUMBER: 333-51180 FILM NUMBER: 782870 BUSINESS ADDRESS: STREET 1: 136 E. SOUTH TEMPLE, SUITE 1600 CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013632656 SB-2 1 0001.txt REGISTRATION STATEMENT Remember there is a change on this. As filed with the Securities and Exchange Commission on ---------------. REGISTRATION NO. ========================================================================== U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OFFICE MANAGERS, INC. ---------------------- (Name of Small Business Issuer in its Charter) Nevada 87-0661638 - ------------------------------- --------------- --------------- (State or Other Jurisdiction of (Primary Standard (I.R.S. Employer Incorporation or Organization) Industrial Classifi- Identification No.) cation Code Number) 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111 (801) 363-2656 ---------------------------------------------------------------- (Address and Telephone Number of Registrant's Principal Place of Business) Gateway Enterprises, Inc. 3230 East Flamingo Road, Suite 156, Las Vegas, Nevada 98121 (800) 992-4333 ------------------------------------------------------------ (Name, Address and Telephone Number of Agent for Service) Copies to: Ronald L. Poulton, Esq. Poulton & Yordan 136 East South Temple, Suite 1700-A Salt Lake City, Utah 84111 (801) 355-1341 Approximate Date of Proposed Sale to the Public: As soon as practicable from time to time after this registration statement becomes effective. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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(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 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 check the following box. [ ] --------------------------------------------- If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] -------------------------------------------- CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------- Title of Number Proposed Proposed each Class of of Shares Maximum Aggregate Amount of Securities to Securities to Offering Price Offering Registration be Registered be Registered per Unit Price (1) Fee (1) - ------------------------------------------------------------------------------------- Common Stock 6,000,000 $0.10 $600,000 $158.40 included in Unit "A" Warrants 6,000,000 0.00 0 Shares of Common 6,000,000(2) 0.50 3,000,000 $792.00 Underlying "A" Warrants "B" Warrants 6,000,000 0.00 0 Shares of Common 6,000,000(2) 1.20 7,200,000 $1,900.80 Stock Underlying ------------ ----------- "B" Warrants TOTAL $10,800,000 $2,851.20
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457 under the Securities Act. (2) Shares of common stock issuable by registrant from time to time upon exercise of the warrants. 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 this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a) may determine. OFFICE MANAGERS, INC. Minimum/Maximum Offering: 2,000,000 Units/6,000,000 Units Offering Price: $.10 per Unit Office Managers, Inc., (the "Company") offers for sale, on a self underwritten, minimum-maximum basis a minimum of 2,000,000 units and a maximum of 6,000,000 units at a price of $.10 per unit. Each unit consists of one share of common stock, one A warrant redeemable within one year to purchase an additional share of common stock at $.50, and one B warrant redeemable within five years to purchase an additional share of common stock at $1.20. Proceeds from the sale of the shares will be escrowed in a non-interest bearing account until the minimum number of units are sold. If the minimum proceeds are not received within 90 days from the date of this prospectus, which can be extended an additional 30 days, all escrowed funds will be returned to subscribers without interest or deduction. This offering may continue past 120 days only if the minimum number of units have been sold. This offering will end no later than six months from the date of this prospectus, and may be terminated sooner in our sole discretion. Investing in our securities involves some risk. (See "risk factors," page 5). The securities offered herein should not be purchased by any investor who cannot afford to sustain the total loss of their investment. These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities agency nor has the Commission or any agency passed upon the accuracy of adequacy of this prospectus. Any representation to the contrary is a criminal offense. ------------------ This is our initial public offering. No public market currently exists for our shares. The offering price may not reflect the market price of our shares after the offering. The shares will be offered and sold by our officers without any discounts or other commissions. An indeterminate number of shares may be sold through broker/dealers who are members of the National Association of Securities Dealers, and who will be paid a 10% commission on the sales they make.
=========================================================================== Price to Underwriting Discounts Proceeds to Public and Commissions Company(1) - --------------------------------------------------------------------------- Per Share $.10 $.01 $.09 - --------------------------------------------------------------------------- Total Minimum $200,000 $20,000 $180,000 - --------------------------------------------------------------------------- Total Maximum $600,000 $60,000 $540,000 ===========================================================================
(1) Proceeds to the Company are shown before deducting offering expenses payable by the Company estimated at $45,000, including legal and accounting fees and printing costs. The date of this Prospectus is ____, 2000. 3 TABLE OF CONTENTS Page Summary. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Determination of Offering Price. . . . . . . . . . . . . . . . . . . . . 10 Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Selling Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Directors, Executive Officers, Promoters and Control Persons . . . . . . 12 Security Ownership of Certain Beneficial Owners and Management . . . . . 13 Description of Securities. . . . . . . . . . . . . . . . . . . . . . . . 14 Interest of Named Experts and Counsel. . . . . . . . . . . . . . . . . . 15 Disclosure of Commission Position of Indemnification for Securities Act Liabilities. . . . . . . . . . . . . . . . . . . 15 Organization Within Last Five Years. . . . . . . . . . . . . . . . . . . 16 Description of Business. . . . . . . . . . . . . . . . . . . . . . . . . 16 Plan of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Description of Property. . . . . . . . . . . . . . . . . . . . . . . . . 22 Certain Relationships and Related Transactions . . . . . . . . . . . . . 23 Market for Common Equity and Related Stockholder Matters . . . . . . . . 23 Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . 23 Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Changes in and Disagreements with Accountants Disclosure . . . . . . . . 23 4 PROSPECTUS SUMMARY The following summary is qualified in its entirety by reference to the detailed information and consolidated financial statements, including the notes thereto, appearing elsewhere in this prospectus. Each prospective investor is urged to read this prospectus in its entirety, and particularly the information set forth in "RISK FACTORS." The Company Officer Managers, Inc., intends to create a comprehensive online vertical portal devoted exclusively to office managers. We will develop a new and innovative site offering valuable services, and products, that will differentiate us from the many online e-commerce sites selling office products. Our approach will combine traditional professional service referrals, customer service and office products with the cost effective online medium. Our system will include: - A national network of reliable, qualified professional service providers in the areas of credit, collections and financing. - A personalized, professional customer service department to interact with, provide referrals to, and address the problems of office managers. - Automated online sales of business products in over ten different categories including, office supplies, computer hardware and software and furniture. - Access to secure current national, international, and industry news. - Online advertising. To date, we are still designing our online vertical portal and developing our network of professionals. We have not yet received any revenues from our intended operations, nor have we otherwise engaged in any business operations. The Offering Securities Offered: Minimum of 2,000,000 units and a maximum of 6,000,000 units. Each unit consists of one share of common stock, one "A" Warrant to purchase an additional share of common stock for $.50 within one year of the date of purchase and one "B" Warrant to purchase an additional share of common stock for $1.20 within five years of the date of purchase. The common stock sold in the units and the common stock underlying both the "A" and "B" warrants has a par value of $.001. Offering Price: $0.10 per unit. Escrow Agent: Brighton Bank, 311 South State Street, Salt Lake City, Utah 84111. 5 Summary of Selected We are a development stage company and have had no revenues or Financial Data: earnings from operations. As of October 31, 2000, our financial data is as follows: Total Assets $ 90,313 Total Liabilities $ 2,000 Shareholder Equity $ 88,313 Net Tangible Book Value $ 88,313 Net Tangible Book Value per Share $ .003 RISK FACTORS AN INVESTMENT IN THE UNITS OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION SET FORTH ELSEWHERE IN THIS PROSPECTUS, INCLUDING THE FINANCIAL STATEMENTS AND NOTES, PRIOR TO MAKING AN INVESTMENT IN OFFICE MANAGERS. WE HAVE NO OPERATING HISTORY AND EXPECT TO INCUR LOSSES FOR THE FORESEEABLE FUTURE. We were founded in September 2000, and have no operating history. We expect to incur losses for the foreseeable future due to additional costs and expenses related to: . the implementation of our business model; . brand development, marketing and other promotional activities; . the development of our service and product offerings; . the continued development of our website, transaction processing systems and network infrastructure; and . the development of strategic relationships. Moreover, you should consider our prospects in light of the risks and difficulties frequently encountered by early stage companies. These risks include, but are not limited to, an unpredictable business environment, the difficulty of managing growth and the use of our business model. To address these risks, we must, among other things: . create a customer base; . develop a referral network; . enhance our brand recognition; . access sufficient product inventory to fulfill our customers' orders; . implement our business and marketing strategy; . provide superior customer service and order processing; . respond effectively to competitive and technological developments; and . attract and retain qualified personnel. OUR GROWTH AND OPERATING RESULTS COULD BE IMPAIRED IF WE ARE UNABLE TO MEET OUR FUTURE CAPITAL NEEDS. Based on our current operating plan, we anticipate that the net proceeds of this offering if the maximum number of units is sold, will be sufficient to satisfy our anticipated needs for working capital and capital expenditures for at least the next twelve months. After that time, we may need additional capital. If, however, only the minimum number of units is sold, we most likely will not have sufficient funds to even begin scaled down operations and will likely need to seek additional funding to commence operations. Also, we may need to raise additional funds sooner to: 6 . create our referral network; . fund more rapid expansion; . develop enhanced services or product lines; or . respond to competitive pressures. If we raise additional funds by issuing equity or convertible debt securities, the percentage ownership of our stockholders will be diluted. Furthermore, any new securities could have rights, preferences and privileges senior to those of our common stock. We currently do not have any commitments for additional financing. We cannot be certain that additional financing will be available when and to the extent required, or that, if available, it will be on acceptable terms. If adequate funds are not available on acceptable terms, we may not be able to fund our operations, expansions, develop and enhance our services and products or respond to competitive pressures. WE WILL BE DEPENDENT ON THIRD PARTY PROVIDERS TO FULFILL A NUMBER OF OUR RETAIL FUNCTIONS. If these parties are unwilling or unable to provide services to us, our business could be seriously harmed. We will be dependent on third party providers to provide professional services, sell products, provide content, process orders, distribute and fill orders, manage inventory, and distribute products to our customers in a timely manner. We do not currently have any agreements with any third parties to provide any of these services. If we do not develop relationships with necessary providers on acceptable commercial terms, we may not be able to implement our business plan. Moreover, if we cannot negotiate acceptable terms, customers may refuse to use our referral services or purchase products. We will rely on distributors to fulfill a number of traditional retail functions, including maintaining inventory and preparing merchandise for shipment to customers. We may not be able to negotiate agreements with vendors willing to provide these services at competitive rates. Moreover, we will have no effective means to ensure that our providers will continue to perform these services to our satisfaction. Our customers could become dissatisfied and cancel their orders or they may decline to make future purchases if we or our providers are unable to deliver products on a timely basis. If our customers become dissatisfied with our distributors and third party service providers, our reputation and the officemanagers.net brand could suffer. Our operations will be dependent upon a number of third parties for products and support, credit card processing, and hosting our system infrastructure and database servers. In addition, we anticipate our distributors and fulfillment providers will use United Parcel Service, Federal Express and the United States Postal Service to deliver substantially all of the products we sell. If the services of any of these third parties becomes unsatisfactory, our customers may experience lengthy delays in receiving their orders, and we may not be able to find a suitable replacement on a timely basis or on commercially reasonable terms. 7 SYSTEM FAILURES COULD PREVENT ACCESS TO OUR WEBSITE AND HARM OUR BUSINESS AND RESULTS OF OPERATIONS. Our sales would decline and we could lose potential customers if they are not able to access our website or if our website, transaction processing systems or network infrastructure do not perform to our customers' satisfaction. Any network interruptions or problems with our website could: . prevent customers from accessing our site; . reduce our ability to provide referrals; . reduce the number of products that we sell; . cause customer dissatisfaction; or . damage our reputation. We anticipate our systems and operations will be vulnerable to damage or interruption from a number of sources, including fire, flood, power loss, telecommunications failure, physical and electronic break-ins, earthquakes and other similar events. We believe our servers will also be vulnerable to computer viruses, physical or electronic break-ins and similar disruptions. Any substantial disruption of this sort could completely impair our ability to generate revenues from our website. We do not presently have a formal disaster recovery plan in effect and do not carry sufficient business interruption insurance to compensate us for losses that could occur. ONLINE SECURITY RISKS COULD SERIOUSLY HARM OUR BUSINESS. A significant barrier to e-commerce and online communications is the secure transmission of confidential information over public networks. Anyone who is able to circumvent our security measures could misappropriate proprietary information or cause interruptions in our operations. We may be required to expend significant capital and other resources to protect against potential security breaches or to alleviate problems caused by any breach. We will rely on licensed encryption and authentication technology to provide the security and authentication necessary for secure transmission of confidential information, including credit card numbers. Advances in computer capabilities, new discoveries in the field of cryptography, or other events or developments may result in a compromise or breach of the algorithms that are used to protect customer transaction data. In the event someone is able to circumvent security measures, it could seriously harm our business and reputation, and we could lose customers. Security breaches could also expose us to a risk of loss or litigation and possible liability for failing to secure confidential customer information. OUR OPERATING RESULTS COULD BE IMPAIRED IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATIONS AND LEGAL UNCERTAINTIES CONCERNING THE INTERNET. Due to the increasing popularity and use of the internet, it is possible that a number of laws and regulations may be adopted with respect to the internet relating to: . user privacy; . pricing, usage fees and taxes; . content; . copyrights; . distribution; . characteristics and quality of products and services; and . online advertising and marketing. 8 The adoption of additional laws or regulations may decrease the popularity or impede the expansion of the internet and could seriously harm our business. A decline in the popularity or growth of the internet could decrease demand for our services and products, reduce our margins and increase our cost of doing business. Moreover, the applicability of existing laws to the internet is uncertain with regard to many important issues, including property ownership, intellectual property, export of encryption technology, libel and personal privacy. The application of laws and regulations from jurisdictions whose laws do not currently apply to our business, or the application of existing laws and regulations to the internet and other online services, could also harm our business. THE SUCCESS OF OUR BUSINESS DEPENDS ON THE CONTINUED GROWTH OF THE INTERNET AS A VIABLE COMMERCIAL MARKETPLACE. Our success depends upon the widespread acceptance of the internet as a vehicle to purchase services and products. The e-commerce market is at an early stage of development, and demand and continued market acceptance is uncertain. We cannot predict the extent to which customers will shift their purchasing habits from traditional to online retailers. If customers, service providers or manufacturers are unwilling to use the internet to conduct business and exchange information, our business will fail. It is possible that the internet may not become a viable long-term commercial marketplace due to the potentially inadequate development of the necessary network infrastructure, the delayed development of enabling technologies and performance improvements and the high cost of shipping products. The commercial acceptance and use of the internet may not continue to develop at historical rates, or may not develop as quickly as we expect. In addition, concerns over security and privacy may inhibit the growth of the internet. THE LIMITED MARKET FOR OUR SHARES WILL MAKE OUR PRICE MORE VOLATILE. The market for our common stock is very limited and we can not assure you that a larger market will ever be developed or maintained. The market for our common stock is likely to be volatile and many factors may affect the market. These include, for example: . our success, or lack of success, in marketing our products and services; . competition; . governmental regulations; and . fluctuations in operating results. The stock markets generally have experienced, and will likely continue to experience, extreme price and volume fluctuations which have affected the market price of the shares of many small capital companies. These fluctuations have often been unrelated to the operating results of such companies. Such broad market fluctuations, as well as general economic and political conditions, may decrease the market price of our common stock in any market that develops. THE SUCCESS OF OUR OPERATIONS WILL DEPEND LARGELY ON STEVEN WEISS. Our success will depend largely on the efforts of our President, Steven Weiss. We do not have a "key person" life insurance policy on Mr. Weiss. The loss of Mr. Weiss could have devastating effect on our business, operating results and financial condition. Our future growth and success also depends on our ability to identify, hire, train and retain other qualified management and technical personnel in the future. The inability to hire and retain necessary personnel could severely limit our ability to grow. 9 FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that are based on our current expectations, assumptions, estimates and projections about us and our industry. When used in this prospectus, the words "expects," "anticipates," "estimates," "intends" and similar expressions are intended to identify forward looking statements. These statements include, but are not limited to, statements under the captions "Risk Factors," "Use of Proceeds," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and elsewhere in this prospectus. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. The cautionary statements made in this prospectus should be read as being applicable to all related forward-looking statements wherever they appear in this prospectus. USE OF PROCEEDS The following table sets forth management's present estimate of the allocation of net proceeds expected to be received from this offering. Actual expenditures may vary from these estimates. Pending such uses, we will invest the net proceeds in investment-grade, short-term, interest bearing securities.
If Maximum If Minimum of 6,000,000 If 4,000,000 of 2,000,000 Units Sold Units Sold Units Sold ------------ ------------ ------------ Total Proceeds $600,000 $400,000 $200,000 Less: Commission 60,000 40,000 20,000 Offering Expenses 45,000 45,000 45,000 Filing Fees Net Proceeds from 495,000 315,000 135,000 Offering Available Use of Net Proceeds Equipment 40,000 40,000 40,000 Software Development 110,000 110,000 95,000 Marketing 230,000 110,000 0 Working Capital 115,000 55,000 0 Total Use of Net Proceeds $495,000 $315,000 $135,000 ========= ========= =========
DETERMINATION OF OFFERING PRICE As no underwriter has been retained to offer our securities, the offering price of our shares was not determined by negotiation with an underwriter as is customary in underwritten public offerings. Rather, we arbitrarily selected the offering price. There is no relationship between the offering price of the shares and our assets, earnings, book value, net worth or other economic or recognized criteria or future value of our shares. 10 DILUTION As of the date of this offering, we had 27,000,000 common shares issued and outstanding and a net tangible book value of $88,313 or $.003 per share. The proceeds from the sale of shares will vary depending on the total number of shares sold. If all 6,000,000 shares offered hereunder are sold, there would be a total of 33,000,000 common shares issued and outstanding. If the maximum 6,000,000 shares are sold the net proceeds after deducting the offering costs of $105,000 will be $495,000. Adding the net offering proceeds to the net tangible book value, our total net tangible book value would be $583,313. Dividing our net tangible book value by the number of shares outstanding discloses a per share book value of approximately $.018. Therefore, the shareholders who purchase in this offering will suffer an immediate dilution in the book value of their shares of approximately $.082 or approximately 82% and our present shareholders will receive and immediate book value increase of $ .015 per share. The following table illustrates the dilution which will be experienced by investors in the offering: Offering price per share before deduction of offering expense$.10 Net tangible book value per share before the offering .003 Net tangible book value per share after the offering .018 Dilution to new investors per share .082 Dilution to new investors as a percentage 82% COMPARATIVE DATA The following chart illustrates the pro forma proportionate ownership in the Company, upon completion of the offering, assuming the maximum number of units is sold, of present stockholders and of investors in the offering, compared to the relative amounts paid and contributed to capital of the Company by present stockholders and by investors in this offering, assuming no changes in net tangible book value other than those resulting from the offering.
Approximate Approximate Percentage Percentage Shares Total Shares Total Total Average Owned Outstanding Consideration Consideration Price/share - ------------------------------------------------------------------------------------- New Investors 6,000,000 18.2% $600,000 86.8% $0.10 Existing 27,000,000 81.8% $ 91,000 13.2% $ .003 Shareholders - -------------------------------------------------------------------------------------
SELLING SECURITY HOLDERS None of our existing shareholders is selling securities pursuant to this registration statement. 11 PLAN OF DISTRIBUTION The offering will not be sold through selling agents. Our officers will sell the common shares on a self underwritten basis. In the past, we have received unsolicited indications of interest in Office Managers from persons familiar with it, including some brokers. Our officers will deliver prospectuses to these individuals and to others who they believe might have interest in purchasing all or a part of this offering. None of the brokers who have expressed interest in Office Managers have made any commitment to purchase any of the units offered herein. LEGAL PROCEEDINGS To our knowledge, neither our officers or directors, nor us is a party to any material legal proceeding or litigation and such persons know of no material legal proceeding or contemplated or threatened litigation. There are no judgments against us or our officers or directors. None of our officers or directors has been convicted of a felony or misdemeanor relating to securities or performance in corporate office. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS The following table sets forth our directors, executive officers promoters and control persons, their ages, and all offices and positions held. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders and qualified. Officers and other employees serve at the will of the Board of Directors.
Name Age Term Served as Positions with Director/Officer the Company Steven Weiss 43 September 2000 President & Director John M. Hickey 58 September 2000 Secretary/Treasurer & Director John Ray Rask 48 November 2000 Director
The above individuals will serve as officers and/or directors. None of the officers or directors are related. A brief description of their positions, proposed duties and their background and business experience follows: STEVEN WEISS. From 1992 to 2000, Mr. Wiess worked for Universal Media in New York. During that time, he served as the Director of Credit and Collections and was responsible for all aspects of commercial credit and collections. In March 2000, Mr. Weiss left Universal Media and founder Eric, David & Sons, Inc., a financial marketing and consulting firm. He has served as that Company's CEO and President since March 2000. JOHN M. HICKEY. From 1995 to present Mr. Hickey has worked for Ambra Resources Group, Inc., a mineral and oil and gas exploration company. Mr. Hickey began with Ambra resources as the General Manager. In 1996, he became the President and a director of Ambra Resources. Mr. Hickey is primarily responsible for the day to day operations of Ambra Resources. JOHN RAY RASK. Since the early 1980's Mr. Rask has been owner and operator of Ray's Income Tax Service, a company which specialized in bookkeeping and the preparation of income tax returns. Since 1997, Mr. Rask has also served as a director of Ambra Resources Group, Inc. 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The term "beneficial owner" refers to both the power of investment (the right to buy and sell) and rights of ownership (the right to received distributions from the company and proceeds from sales of the shares). Inasmuch as these rights or shares may be held by more than one person, each person who has a beneficial ownership interest in shares is deemed the beneficial owners of the same shares because there is shared power of investment or shared rights of ownership.
Amount & Nature of % of Class Name and Address Beneficial Ownership After Offering - ----------------------------- --------------------- --------------- John M. Hickey 12,000,000 36.4% 1601-1415 West Georgia Street Vancouver, B.C. V6G 3C8 John M. Hickey Ambra Resources Group, Inc. 6,000,000 18.2% 800 West Pender Street Vancouver, B.C. V6C 2V6 Robert L. Card Siam Oceanic Fund Ltd. 5,000,000 15.2% Suite 316 - 744 West Hastings Street Vancouver, B.C. V6C 1A5 Steven Weiss Eric David & Sons, Inc. Company 4,000,000 12.1% 5 Independence Way, Suite 300 Princeton, New Jersey 08540 Steven Weiss 4,000,000 12.1% 5 Independence Way, Suite 300 Princeton, New Jersey 08540 Eric Smith Network Capital Group, Inc. 2,000,000 6.1% P.O. Box 61 Front Street Churchill Building Grand Turk, Turks & Caicos Islands Mavis Smith Powerwave Systems Corp. 2,000,000 6.1% P.O. Box 170 Front Street Churchill Building Grand Turk, Turks & Caicos Islands John Ray Rask 0 0.0% 1909 Monroe Ave. Butte, Montana 59701 - -------------------------------------------------------------------------- All officers and directors as a group (3 persons) 16,000,000 48.5% - -------------------------------------------------------------------------- TOTAL 27,000,000 81.8% - --------------------------------------------------------------------------
13 Mr. Weiss and Mr. Hickey are officers and directors. Mr. Rask is a director. Mr. Hickey is the holder of record of 6,000,000 shares. Mr. Hickey also has voting power over the shares held by Ambra Resources. Therefore, the 6,000,000 shares held by Mr. Hickey personally and the 6,000,000 shares held by Ambra Resources are all attributed to Mr. Hickey. Mr. Card has investment power over the shares held by Siam Oceanic Fund Ltd, and may be deemed the beneficial owner of the shares. Mr. Weiss has investment power over the shares held by EricDavid & Sons, Inc. Company, and may be deemed to be the beneficial owner of those shares. Mr. Weiss does not hold any shares in his own name. Mr. Smith has investment power over the shares held by Network Capital Group, Inc., and may be deemed to be the beneficial owner of those shares. Ms. Smith has investment power over the shares held by Powerwave Systems Corp., and may be deemed to be the beneficial owner of those shares. DESCRIPTION OF THE SECURITIES DESCRIPTION OF COMMON STOCK. The Company is presently authorized to issue 50,000,000 shares of $.001 par value common stock. All shares when issued, will be fully paid and non-assessable. All shares are equal to each other with respect to liquidation and dividend rights. Holders of voting shares are entitled to one vote for each share they own at any shareholders' meeting. Holders of shares of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor, and upon liquidation are entitled to participate pro-rata in a distribution of assets available for such a distribution to shareholders. There are no conversion, pre-emptive or other subscription rights or privileges with respect to any shares. Reference is made to our Articles of Incorporation and Bylaws for a more complete description of the rights and liabilities of holders of common stock. The Company does not have cumulative voting rights which means that the holders of more the 50% of the shares voting for each election of directors may elect all of the directors if they choose to do so. In such event, the holders of the remaining shares aggregating less than 50% will not be able to elect any directors. We will furnish annual reports to our shareholders which will include financial statements and other interim reports as we deem appropriate. DESCRIPTION OF PREFERRED STOCK. We are also presently authorized to issue 5,000,000 shares of $.001 par value preferred stock. Under our Articles of Incorporation the Board of Directors has the power, without further action by the holders of the common stock, to designate the relative rights and preferences of the preferred stock, and issue the preferred stock in such one or more series as designated by the Board of Directors. The designation of rights and preferences could include preferences as to liquidation, redemption and conversion rights, voting 14 rights, dividends or other preferences, any of which may be dilutive of the interest of the holders of the common stock or the preferred stock of any other series. The issuance of preferred stock may have the effect of delaying or preventing a change in control of the Company without further shareholder action and may adversely effect the rights and powers, including voting rights, of the holders of common stock. In certain circumstances, the issuance of preferred stock could depress the market price of the common stock. The Board of Directors effects a designation of each series of preferred stock by filing with the Nevada Secretary of State a Certificate of Designation defining the rights and preferences of each such series. Documents so filed are matters of public record and may be examined in accordance with procedures of the Nevada Secretary of State, or copies thereof may be obtained from the Company. TRANSFER AGENT. Interwest Transfer Company, Inc., 1981 East Murray- Holladay Road, Salt Lake City, Utah 84117, Telephone (801) 272-9294, has agreed to serve as transfer agent and registrar for the Company's outstanding securities upon completion of this offering. INTEREST OF NAMED EXPERTS AND COUNSEL None of the experts named herein was or is a promoter, underwriter, voting trustee, director, officer or employee of the Company. Further, none of the experts was hired on a contingent basis and none of the experts named herein will receive a direct or indirect interest in the Company. LEGAL MATTERS Certain legal matters will be passed upon for the Company by Poulton & Yordan, of Salt Lake City, Utah. ACCOUNTING MATTERS The financial statements included in this prospectus and elsewhere in the registration statement have been audited by Andersen, Andersen & Strong, L.C., Certified Public Accountants, located in Salt Lake City, Utah, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "act") may be permitted to directors, officers and controlling persons for the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer 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. 15 In the event that any claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question 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. ORGANIZATION WITHIN LAST FIVE YEARS We are a start-up company and have no operating history. As soon as the money from this offering is made available, we expect to make all arrangements necessary to commence operations in 2001. DESCRIPTION OF BUSINESS Company History - --------------- Office Mangers, Inc., was formed as a Nevada corporation on September 19, 2000. Our executive offices are located at 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111. Our telephone number is (801) 363-2656. We are qualified to do business in New Jersey. Our website is located at www.officemanagers.net. Information contained on our website does not constitute part of this prospectus. Our Strategy We intend to create a comprehensive online vertical portal devoted exclusively to office managers. We will develop a new and innovative site offering valuable services and products that will differentiate us from the many online e-commerce sites selling services or office products. Our approach involves combining traditional professional service referrals, customer service and office products with the cost effective online medium. Our system will include: - A national network of reliable, qualified professional service providers in the areas of credit, collections and financing from which we will provide referrals to office managers seeking such services. - A personalized, professional customer service department to interact with, provide referrals to and address the problems of office managers. - Automated online sales of business products in over ten different categories including office supplies, computer hardware and software and furniture. - Access to secure current national, international and industry news. - Online advertising. 16 Referrals of Professional Services - ---------------------------------- Initially, we will primarily focus our referral services in the areas of credit, collections and financing as our president has extensive professional experience in these areas. In his experience, most businesses rely on one or a few credit and collection agencies in the same city or state where the business is located. This arrangement works well for collections from in-state customers. As most credit and collections agencies are local or at best regional, however, a problem arises with customers outside the state or region of the business. In our experience, most delinquent customers simply ignore threats from out-of-state credit and collection agencies and respond only if and when a collection agency located in the customer's state is retained. The problem for most businesses, and their office managers, is that they do not know, have access to, or have a comfort level with credit and collections professionals outside their immediate locale. Our online vertical portal will eliminate these problems for office managers. We will develop a nationwide network of high quality credit and collections professionals. We will only accept reputable, bonded professionals as members of our referral network. To assure that our customers receive high quality service, we will implement a follow up program to seek feedback from all individuals receiving referrals. This follow up program will be designed to evaluate the customers' experience with the professional to whom they were referred. Based on this feedback, professionals will be evaluated for ongoing suitability as a referral source. Development of our Network Initially, we hope to include at least three professionals in each major city in the United States in our network. We will build our network through the contacts of our management, through an intensive direct marketing program, and through word of mouth. To support our direct marketing program, we intend to hire an individual whose primary responsibility will be to identify, contact and screen potential service providers for inclusion in our network. We will seek to establish relationships with professional organizations that can provide us referrals to competent professionals. As need demands, we will broaden our network to include more professionals in major cities and to extend our network to smaller cities. Marketing and Delivery of our Referral Service We will market our professional service referral system as a nationwide white pages for office managers. Office managers and others visiting our site in search of a referral will be directed to call a 1-800 number that will put them in touch with one of our customer service representatives. The customer service representative will ask for information relevant to the caller's location, situation and need. This information will be logged into our database. Based on the information 17 provided, the customer service representative will provide the caller with the name of a professional. The caller will be informed that the professional will contact him within 24 hours. The customer service representative will then contact the professional and disclose the relevant information. If the professional is interested in providing the services needed, the professional will be instructed to contact the caller within 24 hours. The professional will then be billed a $100 referral fee, which will be paid directly to us. Following the expiration of the 24 hour period, the customer service representative will contact the caller to assure that he or she was called by the professional, and is satisfied with the referral. If the professional has not contacted the caller, or the caller would like a second referral, another referral will be given. In addition to being provided with a referral, the caller will receive a free or significantly discounted initial visit with the professional. We believe many professionals will be willing to pay the $100 referral fee and provide a free or significantly discounted initial consultation to become a member of our referral network, as these referrals could potentially represent a significant source of income to the professional. Online Sales of Office Products - ------------------------------- The business model for our online office products store will not vary significantly from many of the current office product e-commerce sites. While we have not determined the full range of products we may offer, we intend to offer at least 10 different categories of office-related "commodity" type products, including computer hardware and software; office supplies, such as pens, pencils, paper, binders, etc.; furniture; and office machines. Our website will provide links to other sites where additional products can be obtained. Distribution Network Rather than undertake the significant capital expenditures associated with a traditional retail sales operation, we intend to outsource all of the necessary operating infrastructure. We believe that outsourcing is key to an efficient and profitable e-commerce model. As part of this strategy, we will enter into relationships with distributors in each of our product segments. These distributors will carry the inventory of goods from which products will be picked, packed and shipped directly to our customers. Through this system, we can effectively leverage the inventory management and fulfillment capabilities of each of our providers to deliver products cost effectively to our customers. To date, we have no agreements with any distributors. We expect to establish secure electronic connections with each of our providers so that orders placed by our customers will be transmitted directly to the distributor. The orders will be automatically fed into the distributor's system where they will be processed, picked, packed and shipped. We anticipate that orders will be processed and ready for shipment within three to five days from the time a customer places an order at our website. 18 We will seek to establish integrated electronic connections with each of our distribution providers that can provide us with data on inventory quantities, shipping status, shipper tracking numbers and the estimated time of arrival for back-ordered products. Our website will provide a direct link from a customer's order information to United Parcel Service and FederalExpress to provide up-to-the-minute information on delivery status. Content - ------- Visitors to our site will also have access to secure current national, international and industry news. We will contract with various news services to provide this information. As need demands, we may also hire individuals to provide information on products, technology, industry regulations, news and management. Eventually, we will archive historical content, enabling users to research through large databases of information. If we believe there is sufficient interest, and we are capable of doing so, we may also accept requests for proposals and related posting and response areas. Advertising - ----------- Advertising will be sold throughout our website. We anticipate, given the narrow focus of our website, that our site will provide attractive demographics which will appeal to participants in the professional services and office products markets. Attractive rates will be given to affiliates and strategic partners, such as service providers and e-commerce partners. While we believe our website will provide a positive advertising platform, the primary focus of our website will be on services and content, not advertising. Marketing Strategy - ------------------ Successful vertical internet sites build their business on an understanding of the importance of creating positive and productive relationships among the community. Accordingly, we believe our success will be based on a combination of quality content and in-depth, lasting relationships within the community we hope to develop. We will pursue an aggressive brand building strategy, utilizing a combination of innovative online and offline industry methods targeted specifically to key market segments. This will include: - Offering content that is tailored and specialized for the office management community and is different from many of the existing category product and service-related sites. - Providing superior customer value through a combination of unique services and delivery mechanisms, broad product selection, fair prices and outstanding customer service. - Creating a comfortable, easy to use environment with skilled customer service representatives available to assist customers. 19 Direct Sales We anticipate the need to hire from one to three individuals with marketing experience to undertake an extensive marketing campaign focused on contacting office managers, service providers and product suppliers. This campaign is expected to occur during the first and second quarters of 2001 and will be aimed at creating brand awareness, building our referral network and developing product and distribution relationships. Advertising Our online advertising will include: - Content tailored e-mail drops. - Reciprocal web links with other websites. - Presence in web directories. - Selected banner advertising. Our offline advertising will include: - Articles and ads in internet industry publications, general business magazines and newsprint. - Trade Shows and Conferences - Outdoor billboard advertising. - Direct mail campaigns. - TV and radio spots in selected markets. - Full color brochures. Given our contacts, our offline advertising campaign will initially be focused solely in the northeastern United States. Thereafter, as we begin to build brand recognition, we will expand our offline advertising to other regions, with the expectation of having a nationwide offline advertising presence within three to five years. Direct Marketing Firms There are an increasing number of internet-related direct marketing firms specializing in finding sales leads, conducting direct mail and direct marketing campaigns, creating custom databases, performing marketing research and database marketing. We hope to develop a co-marketing relationship with one or more of these firms to assist us with our direct marketing program. Trade Shows and Conferences We will seek to have a presence at offline office supply trade shows, conferences for credit, collections and financing professionals, and internet-related business-to-business trade shows to build brand awareness and relationships with office managers and industry partners. Public Relations We anticipate hiring a public relations firm to provide us valuable market research and information and to manage both our online and offline advertising campaigns. To date we have not entered into negotiations with any public relations firms. 20 Technology and Systems - ---------------------- We will primarily rely upon commercially available licensed technologies. Our current strategy is to license available technology whenever possible rather than seek internally- developed solutions. Our website's front-end will be built on industry standard technologies. The business logic of the site will be contained in a variety of currently available programs. These programs will handle user interface, ordering and customer communications and will operate on redundant servers. If needed, we will add additional servers and capacity. Our system will include redundant hardware on mission critical components, which we believe can survive the failure of several entire servers with relatively little downtime. We will also find a system we believe can quickly and easily expand capacity without significant additional development. We will run our key systems below capacity to support anticipated growth. Order Processing Applications. We will use a set of computer software applications for processing each customer order. These applications will charge customer credit cards, print order information, transmit order information electronically to our distributors and deposit transaction information into our accounting system. All credit card numbers and financial and credit information will be secured using encryption standards, and we will maintain credit card numbers behind appropriate fire walls. Intellectual Property We regard the protection of our service marks, trademarks, trade secrets and other intellectual property rights as critical to our future success. We rely on various intellectual property laws and contractual restrictions to protect our proprietary rights in products and services. We have acquired and registered our domain name with regulatory bodies in an effort to protect these intellectual property rights. We will also enter into confidentiality and invention assignment agreements with our contractors, and nondisclosure agreements with our suppliers to limit access to and disclosure of our proprietary information. We cannot assure that these contractual arrangements or the other steps taken by us to protect our intellectual property will prove sufficient to prevent misappropriation of our technology or to deter independent third party development of similar technologies. In addition, we are pursuing the registration of our key trademarks and service marks in the U.S. We currently have pending trademark registrations for marks in the U.S. However, effective intellectual property protection may not be available in every country in which our services may be made available in the future. There is also no guarantee that the trademarks or servicemarks for which we have applied for registration will offer adequate protection under applicable law. 21 As is customary with technology companies, from time to time we may receive or become aware of, correspondence claiming potential infringement of other parties' proprietary rights. We could incur significant costs and diversion of management time and resources to defend claims regardless of the validity of these claims. We may not have adequate resources to defend these claims, and any associated costs and distractions could have a material adverse effect on our business, financial condition and results of operations. As an alternative to litigation, we may seek licenses for other parties' intellectual property rights. We may not be successful in obtaining any necessary licenses on commercially reasonable terms, if at all. EMPLOYEES Mr. Weiss is currently working about 20 hours per week to meet the needs of the Company. Mr. Hickey is working approximately 10 hours per week. As demand requires, Mr. Weiss and Mr. Hickey will devote additional time to the Company. We anticipate the need to hire up to 18 additional employees within the next twelve months. As needed, we expect to hire five accounting/billing coordinators, five sales and marketing professionals, five customer service representatives, an office manager, a secretary/receptionist, and an information technology specialist. PLAN OF OPERATIONS Our plan of operations for the next twelve months is to raise funds through the offering. In addition to providing capital to help defray various start up expenditures, a principal use of the offering proceeds will be to provide working capital necessary upon commencement of operations until sufficient revenues are generated to cover such operating expenditures. To commence active business operations during 2001 we are engaged in a number of planning stage and preliminary activities. These activities include purchasing and putting into place the necessary electronic infrastructure to support our vertical portal; developing the software to run both our vertical portal and our referral databases; finishing construction of our website; negotiating agreements with product suppliers; putting into place the necessary infrastructure to support our e-commerce operations, including order placement, secure payment, and delivery systems; negotiating agreements for content production and delivery; developing a sufficient referral network to begin operations, including negotiating agreements with the service providers on the terms discussed herein; hiring and training sales and marketing and customer service representatives; and formulating and implementing an aggressive marketing campaign to drive the office management community to our website. DESCRIPTION OF PROPERTY Our principal executive offices are located in approximately 400 square feet of office space in Salt Lake City, Utah under a one year lease that expires November 2001. Our lease agreement for this office space requires monthly rental payments of $2,000. In addition to the space we rent in Salt Lake City, we anticipate that within the next six months, we will need to rent approximately 500-1,000 square feet of office space in New Jersey. This space will be used as our operational headquarters. 22 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS At present, our securities are not traded publicly. There is no assurance that a trading market will develop, or, if developed, that it will be sustained. A purchaser of shares may, therefore, find it difficult to resell the securities offered herein should he or she desire to do so when eligible for public resales. Furthermore, the shares are not marginable and it is unlikely that a lending institution would accept our common stock as collateral for a loan. Pursuant to this registration statement, we propose to publicly offer a minimum of 2,000,000 units and a maximum of 6,000,000 units, each consisting of one share of common stock, one A warrant redeemable within one year to purchase an additional share and one B warrant redeemable within five years to purchase an additional share. To date, none of our outstanding shares of common stock are subject to outstanding options, warrants to purchase or securities convertible into common stock. We have not agreed to register shares of common stock held by existing security holders for resale. EXECUTIVE COMPENSATION To date we have no employees other than our officers. Neither our officers nor directors have been paid any compensation. Moreover, we presently have no formal employment agreements or other contractual arrangements with our officers or directors or any one else regarding the commitment of time or the payment of salaries or other compensation. When funds allow, we anticipate that our officers will be offered a compensation package. FINANCIAL STATEMENTS The audited financial statements of the Company appearing in the Registration Statement have been examined by Andersen, Andersen & Strong, Certified Public Accountants, as indicated in its report contained herein. The financial statements are included in the Registration Statement in reliance upon the report of that firm as an expert in auditing and accounting. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART II - INFORMATION NOT REQUIRED IN PROSPECTUS INDEMNIFICATION OF DIRECTORS AND OFFICERS The statutes, charter provisions, bylaws, contracts or other arrangements under which controlling persons, directors or officers of the registrant are insured or indemnified in any manner against any liability which they may incur in such capacity are as follows: (a) Section 78.751 of the Nevada Business Corporation Act provides that each corporation shall have the following powers: 23 1. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful. 2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper. 3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense. 4. Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made: 24 (a) By the stockholders; (b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding; (c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or (d) If a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. 5. The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. 6. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. 7. The registrant's Articles of Incorporation limit liability of its Officers and Directors to the full extent permitted by the Nevada Business Corporation Act. 25 OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION* The following table sets forth the estimated costs and expenses we will pay in connection with the offering described in this registration statement. Amount --------------- SEC registration fee $2,851.20 Blue sky fees and expenses $2,500.00 Printing and shipping expenses $3,500.00 Legal fees and expenses $32,000.00 Accounting fees and expenses $2,000.00 Transfer and Miscellaneous expenses $2,148.80 Total $45,000.00 * All expenses except SEC registration fee are estimated. RECENT SALES OF UNREGISTERED SECURITIES On September 19, 2000, 4,000,000 restricted common shares were issued to our CEO, President and Director, Steven Weiss for $4,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 6,000,000 restricted common shares were issued to our Secretary, Treasurer and Director, John M. Hickey for $6,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 2,000,000 restricted common shares were issued to Network Capital Group, Inc., for $2,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 2,000,000 restricted common shares were issued to Powerwave Systems Corp, for $2,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. 26 On September 19, 2000, 1,500,000 restricted common shares were issued to Precision Technologies, Ltd., for 1,500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On September 19, 2000, 500,000 restricted common shares were issued to Apex Holdings Ltd., for $500. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities. On September 25, 2000, we issued 6,000,000 restricted common shares to Ambra Resources Group, Inc., to acquire the "officemanagers.net" domain name and a partially constructed website. The domain name and website were valued at $25,000. The transaction was effected pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. On October 20, 2000, 5,000,000 common shares were issued to an accredited investor for $50,000. The shares were issued without registration under the Securities Act of 1933 in reliance on an exemption from registration provided by Section 4(2) of the Securities Act, and from similar applicable states' securities laws, rules and regulations exempting the offer and sale of these securities by available state exemptions. No general solicitation was made in connection with the offer or sale of these securities.
EXHIBIT INDEX SEC Reference Exhibit No. Document Location - --------- ----------- ----------------------------------- ---------- 3 3.01 Articles of Incorporation Attached 3 3.02 Amended Articles of Incorporation Attached 3 3.03 By-Laws Attached 5 5.01 Opinion on Legality Attached 23 23.01 Consents of Accountants Attached 23 23.02 Consent of Counsel Attached as Exhibit 5.01 27 27.01 Financial Data Schedule Attached
27 UNDERTAKINGS Subject to the terms and conditions of Section 15(d) of the Securities Exchange Act of 1934, the undersigned Registration hereby undertakes to file with the Securities and Exchange Commission such supplementary and periodic information, documents, and reports as may be prescribed by any rule or regulation of the Commission heretofore or hereafter duly adopted pursuant to authority conferred to that section. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to its Articles of Incorporation or provisions of the Nevada Business Corporations Act, or otherwise, we have 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 registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question, whether or not such indemnification by us is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. We hereby undertake to: (1) File, during any period in which we offer or sell securities, a post-effective amendment to this registration statement to: (i) Include any prospectus required by section 10(a)(3) of the Securities Act; (ii) 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 nay 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 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 (iii) Include any additional or changed material information on the plan of distribution. (2) For determining 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. 28 SIGNATURES Pursuant to 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 Registration Statement to be signed on its behalf by the undersigned, on December 1, 2000. OFFICE MANAGERS, INC. By:/s/ Steven Weiss ------------------------------------- Steven Weiss, CEO, President and Director By: /s/ John M. Hickey ------------------------------------ John M. Hickey, Chief Financial Officer, Secretary/Treasurer and Director 29 OFFICE MANAGERS INC. FINANCIAL STATEMENTS AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS October 31, 2000 ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 202 Certified Public Accountants and Business Consultants Salt Lake City, Utah 84106 Member SEC Practice Section of the AICPA Telephone 801 486-0096 Fax 801 486-0098 Board of Directors Office Managers, Inc. Salt Lake City, Utah REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have audited the accompanying balance sheet of Office Managers, Inc. (development stage company) at October 31, 2000, and the related statement of operations, stockholders' equity, and cash flows for the period September 19, 2000 (date of inception) to October 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall balance sheet presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Office Managers Inc. at October 31, 2000, and the results of operations, and cash flows for the period September 19, 2000 (date of inception) to October 31, 2000, in conformity with generally accepted accounting principles. Salt Lake City, Utah November 10, 2000 s/Andersen Andersen and Strong OFFICE MANAGERS, INC. (Development Stage Company) BALANCE SHEET October 31, 2000 ========================================================================== ASSETS CURRENT ASSETS Cash $ 65,730 ------------- Total Current Assets 65,730 ------------- OTHER ASSETS Web site - net of amortization - Note 3 24,583 ------------- $ 90,313 ============= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 2,000 ------------- Total Current Liabilities 2,000 ------------- STOCKHOLDERS' EQUITY Common stock 50,000,000 shares authorized, at $0.001 par value; 27,000,000 shares issued and outstanding 27,000 Capital in excess of par value 63,810 Deficit accumulated during the development stage (2,497) ------------- Total Stockholders' Deficiency 88,313 ------------- $ 90,313 =============
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF OPERATIONS For the Period September 19, 2000 (Date of Inception) to October 31, 2000 ========================================================================== REVENUES $ - EXPENSES 2,497 ------------- NET LOSS $ (2,497) ============= NET LOSS PER COMMON SHARE Basic $ - ------------- AVERAGE OUTSTANDING SHARES Basic 13,000,000 -------------
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY For the Period September 19, 2000 (Date of Inception) to October 31, 2000 ==========================================================================
Capital in Common Stock Excess of Accumulated Shares Amount Par Value Deficit --------------------------------------------------------- Balance September 19, 2000 (date of inception) - $ - $ - $ - Issuance of common stock for cash at $.001 - September 19, 2000 16,000,000 16,000 - - Issuance of common stock for web site at $.004167 - September 25, 2000 6,000,000 6,000 19,000 - Issuance of common stock for cash at $.01 - October 10, 2000 5,000,000 5,000 44,810 - Net operating loss for the period September 19, 2000 to October 31, 2000 - - - (2,497) ------------------------------------------------------- Balance October 31, 2000 27,000,000 $ 27,000 $ 63,810 $ (2,497) =======================================================
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) STATEMENT OF CASH FLOWS For the Period September 19 , 2000 (Date of Inception) to October 31, 2000 ========================================================================== CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,497) Adjustments to reconcile net loss to net cash provided by operating activities Change in accounts payable 2,000 Amortize web site 417 ---------- Net Decrease in Cash From Operations (80) ---------- CASH FLOWS FROM INVESTING ACTIVITIES - ---------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of common stock 65,810 ---------- Net Increase in Cash 65,730 ---------- Cash at Beginning of Period - ---------- Cash at End of Period $ 65,730 ========== NON CASH FLOWS FROM INVESTING ACTIVITIES Issuance of 6,000,000 common shares for web site - 2000 $ 25,000 ----------
The accompanying notes are an integral part of these financial statements. OFFICE MANAGERS, INC. ( Development Stage Company) NOTES TO FINANCIAL STATEMENTS ========================================================================== 1. ORGANIZATION The Company was incorporated under the laws of the State of Nevada on September 19, 2000 with authorized common stock of 50,000,000 shares at $0.001 par value. The Company was organized for the purpose of acquiring and developing an online vertical portal on the World Wide Web devoted exclusively to office managers for the purpose of delivering office products and related professional services over the internet. Since its inception the Company has completed a private placement offering of 21,000,000 common shares for cash of $65,810. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Methods - ------------------ The Company recognizes income and expenses based on the accrual method of accounting. Dividend Policy - --------------- The Company has not yet adopted a policy regarding payment of dividends. Income Taxes - ------------ On October 31, 2000, the Company had a net operating loss carry forward of $2,497. The tax benefit from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is doubtful since the Company has no operations. The net operating loss will expire in 2022. Basic and Diluted Net Income (Loss) Per Share - --------------------------------------------- Basic net income (loss) per share amounts are computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of the preferred share rights unless the exercise becomes antidilutive and then only the basic per share amounts are shown in the report. Amoritization of web site - ------------------------- The cost of the web site will be amortized to expense over five years. OFFICE MANAGERS, INC. (Development Stage Company) NOTES TO FINANCIAL STATEMENTS (Continued) ========================================================================== 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - continued Comprehensive Income - -------------------- The Company adopted Statement of Financial Accounting Standards No. 130. The adoption of this standard had no impact on the total stockholder's equity. Recent Accounting Pronouncements - -------------------------------- The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements. Financial Instruments - --------------------- The carrying amounts of financial instruments, including cash, web site, and accounts payable, are considered by management to be their estimated fair values. Estimates and Assumptions - ------------------------- Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could vary from the estimates that were assumed in preparing these financial statements. 3. ACQUISITION OF WEB SITE On September 25, 2000 the Company acquired the web site and the domain name "officemanagers.net", from a related party, by the issuance of 6,000,000 common shares of the Company for the purpose of pursuing its business interest as outlined in note 1. The web site is being amortized to expense over five years. 4. RELATED PARTY TRANSACTIONS Related parties have acquired 79 % of the common stock issued. EX-3 2 0002.txt ARTICLES OF INCORPORATION ARTICLES OF INCORPORATION OF OFFICE MANAGER, INC. THE UNDERSIGNED, having associated ourselves together for the purpose of forming a corporation for the transaction of business and the promotion and conduct of the objects and purposes hereinafter stated, under the provisions of and subject to the requirements of the laws of the State of Nevada, do make, record and file these Articles of Incorporation, in writing, and we do hereby certify: ARTICLE I NAME The name of the Corporation shall be: Office Manager, Inc. ARTICLE II PURPOSE The purpose for which said Corporation is formed and the nature of the objects proposed to be transacted and carried on by it is to engage in any and all other lawful activity, as provided by the laws of the State of Nevada. ARTICLE III CAPITAL STOCK The authorized amount of Capital Stock of the Corporation shall be Fifty Million (50,000,000) shares of Common Stock at $.001 par value per share, but said Capital Stock may be increased or decreased from time to time in accordance with the provisions of the laws of the State of Nevada. 1 ARTICLE IV GOVERNING BOARD The members of the Governing Board of the Corporation are styled Directors. The initial board of directors shall consist of three members. The names and addresses of the First Board of Directors are as follows: FIRST BOARD OF DIRECTORS Name Address Steven Weiss 51 Rachel Court Franklin Park, New Jersey 08823 John Michael Hickey 1601-1415 West Georgia Street Vancouver, B.C. Canada V6G 3C8 Tammera K. Casull 1093 Eastridge Road Sandy, Utah 84094 ARTICLE V INCORPORATOR The name and address of the incorporator signing these Articles of Incorporation, who is above the age of eighteen (18) years, is as follows: Name Address ----------------- ----------------------------------- Richard T. Ludlow 136 East South Temple, Suite 1700-A Salt Lake City, Utah 84111 2 ARTICLE VI RESIDENT AGENT The name and address of the Resident Agent is as follows: Name Address ------------------------- Gateway Enterprises, Inc. 3230 East Flamingo Road, Suite 156 Las Vegas, Nevada 89121 and Gateway Enterprises, Inc., does hereby certify that on the ____ day of September, 2000, they accepted the appointment as Resident Agent of the Corporation in accordance with Section 78.090, N.R.S. ARTICLE VII INDEMNIFICATION No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer; provided, however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of an Article by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation of the personal liability of a director or officer of the Corporation for acts or omissions prior to such repeal or modification. 3 ARTICLE VIII CONTROLLING INTEREST The provisions of NRS 78.378 to 78.3793, inclusive shall not be applicable to any acquisition of a controlling interest in the Corporation. IN WITNESS WHEREOF, I have hereunto subscribed my name this ____ day of September, 2000. --------------------------------------- Richard T. Ludlow State of Utah ) :ss. County of Salt Lake ) On the ____ day of September, 2000, personally appeared before me, a notary public (or judge or other authorized person, as the case may be), duly commissioned and sworn, Richard T. Ludlow, personally known or proven to me on the basis of satisfactory evidence to be the person whose name is subscribed to the foregoing instrument and who acknowledged that he executed the instrument. IN WITNESS WHEREOF, I have executed this notary and affixed my official seal. NOTARY SEAL - ---------------------------------- NOTARY PUBLIC My Commission Expires: ----------------------- 4 EX-3 3 0003.txt AMENDED ARTICLES OF INCORPORATION AMENDED AND RESTATED ARTICLES OF INCORPORATION OF OFFICE MANAGER, INC. Pursuant to the provisions of the Nevada Revised Statutes, as amended, the undersigned corporation hereby adopts the following Amended and Restated Articles of Incorporation (the "Amended and Restated Articles"), consisting of Article I. FIRST: The name of the corporation is Office Manager, Inc., (the "Corporation"). SECOND: The text of the Amended and Restated Articles follows: ARTICLE I NAME The name of this Corporation shall be: Office Managers, Inc. THIRD: The Amended and Restated Articles were adopted on October 20, 2000. FORTH: These Amended and Restated Articles supersede the original Articles of Incorporation and all amendments hereto. Authority was given to the below named officers of the corporation to file these Amended and Restated Articles with the Nevada Secretary of State pursuant to the unanimous consent of the Board of Directors. FIFTH: The provisions of the Amended and Restated Articles change the name of the Corporation from Office Manager, Inc. to Office Managers, Inc. IN WITNESS HEREOF, these Amended and Restated Articles have been executed on this ____ day of November, 2000. By: ------------------------------------- Steven Weiss, President By: ------------------------------------- John Hickey, Secretary/ Treasurer STATE OF _____________ ) : ss. COUNTY OF ____________ ) On the ____ day of October, 2000, personally appeared before me, a Notary Public, Steven Weiss, who acknowledged that he is the President of Office Manager, Inc. and that he is authorized to and did execute the above instrument. _________________________________ Notary Public My Commission Expires _____________ STATE OF _____________ ) : ss. COUNTY OF ____________ ) On the ____ day of November, 2000, personally appeared before me, a Notary Public, John Hickey, who acknowledged that he is the Secretary/Treasurer of Office Manager, Inc. and that he is authorized to and did execute the above instrument. _________________________________ Notary Public My Commission Expires _____________ EX-3 4 0004.txt BY-LAWS BYLAWS OF OFFICE MANAGERS, INC. TABLE OF CONTENTS ARTICLE I OFFICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 Section 1.1 Office . . . . . . . . . . . . . . . . . . . . . . . . .1 ARTICLE II SHAREHOLDERS' MEETING. . . . . . . . . . . . . . . . . . . . .1 Section 2.1 Annual Meetings . . . . . . . . . . . . . . . . . . . . .1 Section 2.2 Special Meetings.. . . . . . . . . . . . . . . . . . . .2 Section 2.3 Notice of Shareholders' Meetings.. . . . . . . . . . . .2 Section 2.4 Waiver of Notice.. . . . . . . . . . . . . . . . . . . .3 Section 2.5 Place of Meeting.. . . . . . . . . . . . . . . . . . . .3 Section 2.6 Closing of Transfer Books or Fixing Records Date.. . . .3 Section 2.7 Quorum of Shareholders.. . . . . . . . . . . . . . . . .4 Section 2.8 Voting Lists.. . . . . . . . . . . . . . . . . . . . . .5 Section 2.9 Voting.. . . . . . . . . . . . . . . . . . . . . . . . .5 Section 2.10 Proxies.. . . . . . . . . . . . . . . . . . . . . . . .5 Section 2.11 Informal Action by Shareholders.. . . . . . . . . . . .6 ARTICLE III BOARD OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . .6 Section 3.1 General Powers.. . . . . . . . . . . . . . . . . . . . .6 Section 3.2 Number, Tenure and Qualifications. . . . . . . . . . . .6 Section 3.3 Election of the Board of Directors.. . . . . . . . . . .6 Section 3.4 Regular Meetings.. . . . . . . . . . . . . . . . . . . .6 Section 3.5 Special Meeting. . . . . . . . . . . . . . . . . . . . .7 Section 3.6 Waiver of Notice.. . . . . . . . . . . . . . . . . . . .7 Section 3.7 Quorum.. . . . . . . . . . . . . . . . . . . . . . . . .7 Section 3.8 Manner of Acting.. . . . . . . . . . . . . . . . . . . .8 Section 3.9 Powers of Directors. . . . . . . . . . . . . . . . . . .8 Section 3.10 Specific Powers of Directors. . . . . . . . . . . . . .8 Section 3.11 Vacancies.. . . . . . . . . . . . . . . . . . . . . . 10 Section 3.12 Removals. . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.13 Resignations. . . . . . . . . . . . . . . . . . . . . 11 Section 3.14 Presumption of Assent.. . . . . . . . . . . . . . . . 11 Section 3.15 Compensation. . . . . . . . . . . . . . . . . . . . . 11 Section 3.16 Emergency Power.. . . . . . . . . . . . . . . . . . . 12 Section 3.17 Chairman. . . . . . . . . . . . . . . . . . . . . . . 12 ARTICLE IV OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.1 Number.. . . . . . . . . . . . . . . . . . . . . . . . 12 Section 4.2 Election and Term of Office. . . . . . . . . . . . . . 12 Section 4.3 Resignation. . . . . . . . . . . . . . . . . . . . . . 13 Section 4.4 Removal. . . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.5 Vacancies.. . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.6 President. . . . . . . . . . . . . . . . . . . . . . . 13 Section 4.7 Vice President.. . . . . . . . . . . . . . . . . . . . 14 Section 4.8 Secretary. . . . . . . . . . . . . . . . . . . . . . . 14 Section 4.9 Treasurer. . . . . . . . . . . . . . . . . . . . . . . 15 Section 4.10 General Manager.. . . . . . . . . . . . . . . . . . . 15 Section 4.11 Other Officers. . . . . . . . . . . . . . . . . . . . 16 Section 4.12 Salaries. . . . . . . . . . . . . . . . . . . . . . . 16 Section 4.13 Surety Bonds. . . . . . . . . . . . . . . . . . . . . 16 i ARTICLE V COMMITTEES. . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 5.1 Executive Committee. . . . . . . . . . . . . . . . . . 16 Section 5.2 Other Committees.. . . . . . . . . . . . . . . . . . . 17 ARTICLE VI CONTRACTS, LOANS, DEPOSITS AND CHECKS. . . . . . . . . . . . 17 Section 6.1 Contracts. . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.2 Loans. . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 6.3 Deposits.. . . . . . . . . . . . . . . . . . . . . . . 18 Section 6.4 Checks and Drafts. . . . . . . . . . . . . . . . . . . 18 Section 6.5 Bonds and Debentures.. . . . . . . . . . . . . . . . . 18 ARTICLE VII CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . 19 Section 7.1 Certificate of Shares. . . . . . . . . . . . . . . . . 19 Section 7.2 Transfer of Shares.. . . . . . . . . . . . . . . . . . 19 Section 7.3 Transfer Agent and Registrar.. . . . . . . . . . . . . 20 Section 7.4 Lost or Destroyed Certificates.. . . . . . . . . . . . 20 Section 7.5 Consideration for Shares.. . . . . . . . . . . . . . . 20 Section 7.6 Registered Shareholders. . . . . . . . . . . . . . . . 20 ARTICLE VIII INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 21 Section 8.1 Indemnification. . . . . . . . . . . . . . . . . . . . 21 Section 8.2 Other Indemnification. . . . . . . . . . . . . . . . . 21 Section 8.3 Insurance. . . . . . . . . . . . . . . . . . . . . . . 22 Section 8.4 Settlement by Corporation. . . . . . . . . . . . . . . 22 ARTICLE IX AMENDMENTS . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE X FISCAL YEAR . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE XI DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE XII CORPORATE SEAL. . . . . . . . . . . . . . . . . . . . . . . 23 BYLAWS OF OFFICE MANAGERS, INC. ARTICLE I OFFICE ------- Section 1.1 Office The principal office of the Corporation outside the State of Nevada shall be located at 136 East South Temple, Suite 1600, Salt Lake City, Utah 84111. The Corporation may maintain such other offices, within or without the State of Nevada, as the Board of Directors may from time to time designate. The location of the principal office may be changed by the Board of Directors. ARTICLE II SHAREHOLDERS' MEETING ---------------------- Section 2.1 Annual Meetings The annual meeting of the shareholders of the Corporation shall be held at such place within or without the State of Nevada as shall be set forth in compliance with these Bylaws. The meeting shall be held on the 1st day of November of each year beginning with the year 2000 at 10:00 a.m. If such day is a legal holiday, the meeting shall be on the next business day. This meeting shall be for the election of directors and for the transaction of such other business as may properly come before it. No change of the time or place of a meeting for the election of directors, as fixed by the Bylaws, shall be made within sixty (60) days before the election is to be held. In case of any change in such time or place for such election of directors, notice thereof shall be given to each stockholder entitled to vote, in person, or by letter mailed to his last known post office address as shown on the Corporate books, ten (10) days before the election is held. 3 In the event that such annual meeting is omitted by oversight or otherwise on the date herein provided for, the directors shall cause a meeting in lieu thereof to be held as soon thereafter as conveniently may be called, and any business transacted or elections held at such meeting shall be as valid as if transacted or held at the annual meeting. If the election of directors shall not be held on the date designated herein for an 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 shareholders as soon thereafter as may conveniently be called. Such subsequent meetings shall be called in the same manner as is provided for the annual meeting of shareholders. Section 2.2 Special Meetings. Special meetings of shareholders, other than those regulated by statute, may be called at any time by the President, or by a majority of the directors, and must be called by the President upon written request of the holders of not less than 10% of the issued and outstanding shares entitled to vote at such special meeting. Section 2.3 Notice of Shareholders' Meetings. The President, Vice President and Secretary shall give written notice stating the place, day and hour of the meeting, and in the case of a special meeting the purpose or purposes for which the meeting is called, which shall be delivered not less then ten nor more than sixty days before the day of the meeting, either personally or by mail 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 on the books of the Corporation, with postage thereon prepaid. Any meeting of which all shareholders shall at any time waive or have waived notice in writing shall be a legal meeting for the transaction of business notwithstanding that notice has not been given as hereinbefore provided. 4 Section 2.4 Waiver of Notice. Whenever any notice is required to be given by these Bylaws, or the Articles of Incorporation, or by any of the Corporation Laws of the State of Nevada, a shareholder may waive the notice of meeting by attendance, either in person or by proxy, at the meeting, or by so stating in writing, either before or after such meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice. Section 2.5 Place of Meeting. The Board of Directors may designate any place, either within or without the State of Nevada, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the office of the Corporation, in the City of Marina Del Rey, California. Section 2.6 Closing of Transfer Books or Fixing Records Date. For the purpose of determining shareholders entitled to notice or to vote at any meeting of shareholders or any adjournment thereof, or shareholder entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books be closed for a period not to exceed in any case fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders, such books shall be closed for at least ten (10) days immediately preceding the date determined to be the date of record. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) days and in case of a meeting of shareholders 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 the stock transfer books are not closed 5 and no record date is fixed for the determination of shareholders entitled to notice or to vote at a meeting of shareholders or shareholders entitled to receive payment of a dividend, the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be deemed the record 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. Section 2.7 Quorum of Shareholders. Except as herein provided and as otherwise provided by law, at any meeting of shareholders a majority in interest of all the shares issued and outstanding represented by shareholders of record in person or by proxy shall constitute a quorum, but a less interest may adjourn any meeting and the meeting may be held as adjourned without further notice; provided, however, that directors shall not be elected at the meeting so adjourned. If notice of such adjourned meeting is sent to the stockholders entitled to receive the same, such notice also containing a statement for the purpose of the meeting and that the previous meeting failed for lack of a quorum, and that under the provisions of this Section it is proposed to hold the adjourned meeting with a quorum of those present, then any number of stockholders, in person or by proxy, shall constitute a quorum at such meeting unless otherwise provided by statute. When a quorum is present at any meeting, a majority in interest of the shares represented thereat shall decide any question brought before such meeting, unless the question is one upon which the express provision of law or of the Articles of Incorporation or of these Bylaws a larger or different vote is required, in which case such express provision shall govern and control the decision of such question. Section 2.8 Voting Lists. The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at such meeting or any 6 adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder, for any purpose germane to the meeting, during the whole time of the meeting. The original stock transfer books shall be prima-facie evidence as to which shareholders are entitled to examine such list or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting of the shareholders. Section 2.9 Voting. A holder of an outstanding share entitled to vote at a meeting may vote at such meeting in person or by proxy. Except as may otherwise be provided in the Articles of Incorporation, every shareholder shall be entitled to one vote for each share outstanding in his name on the record of shareholders. Except as herein or in the Articles of Incorporation otherwise provided, all corporate action shall be determined by a majority of the votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. Section 2.10 Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Section 2.11 Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting of the shareholders, if a consent in writing, setting forth the action so taken, 7 shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof. ARTICLE III BOARD OF DIRECTORS ------------------- Section 3.1 General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation as they deem proper. Section 3.2 Number, Tenure and Qualifications. The number of directors for the Board of Directors of the Corporation shall be not less than two (2) nor more than seven (7). Each director shall hold office until the next annual meeting of the shareholders and until his successor shall have been elected and qualified. Directors need not be residents of the State of Nevada or shareholders of the Corporation. Section 3.3 Election of the Board of Directors. The Board of Directors shall be chosen by ballot at the annual meeting of shareholders or at any meeting held in place thereof as provided by law. Section 3.4 Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than by this Bylaw, immediately following and at the same place as the annual meeting of the shareholders. The Directors may hold their meetings and have one or more offices, and keep the books of the corporation outside the State of Nevada, at any office or offices of the Corporation or at any other place as they may from time to time by resolution determine. Members of the Board of Directors may participate in a meeting of the Board by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other and participation in a meeting under this subsection shall constitute presence in person at the meeting, pursuant to Nevada Revised Statute, Section 78.315. 8 Section 3.5 Special Meeting. Special meetings of the Board of Directors may be called by order of the Chairman of the Board, the President or by one-third of the directors. The Secretary shall give notice of the time, place and purpose or purposes of each special meeting by mailing the same at least two days before the meeting or by telephoning or telegraphing the same at least one day before the meeting to each director. Section 3.6 Waiver of Notice. Whenever any notice whatsoever is required to be given by these Bylaws, or the Articles of Incorporation of the Corporation, or by any of the Corporation Laws of the State of Nevada, a director may waive the notice of meeting by attendance in person at the meeting, or by so stating in writing, either before or after such meeting. Attendance at a meeting for the express purpose of objecting that the meeting was not lawfully called or convened shall not, however, constitute a waiver of notice. Section 3.7 Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business, but less than a quorum may adjourn any meeting from time to time until a quorum shall be present, whereupon the meeting may be held, as adjourned, without further notice. At any meeting at which every director shall be present, even though without any notice, any business may be transacted. Section 3.8 Manner of Acting. At all meetings of the Board of Directors, each director shall have one vote. The act of a majority present at a meeting shall be the act of the Board of Directors, provided a quorum is present. Any action required to be taken or which may be taken at a meeting of the Board of Directors, may be taken without a meeting of the Directors, if a consent in writing setting forth the action so taken shall be signed by all the directors. The directors may conduct a meeting by means of a conference telephone or any similar communication equipment by which all persons participating in the meeting can hear each other. 9 Section 3.9 Powers of Directors. The Board of Directors shall have the responsibility for the entire management of the business of the Corporation. In the management and control of the property, business and affairs of the Corporation, the Board of Directors is hereby vested with all of the powers possessed by the Corporation itself so far as this delegation of authority is not inconsistent with the laws of the State of Nevada and with the Articles of Incorporation or with these Bylaws. The Board of Directors shall have the power to determine what constitutes net earnings, profits and surplus, respectively, and what amounts shall be reserved for working capital and for any other purpose and what amounts shall be declared as dividends, and such determination by the Board of Directors shall be final and conclusive. Section 3.10 Specific Powers of Directors. Without prejudice to such general powers, it is hereby expressly declared that the directors shall have the following powers to-wit: (1) To adopt and alter a common seal of the corporation. (2) To make and change regulations, not inconsistent with these By- Laws, for the management of the corporation's affairs and business. (3) To purchase or otherwise acquire for the corporation any property, rights or privileges which the corporation is authorized to acquire. (4) To pay for any property purchased for the corporation either wholly or partly in money, stock, bonds, debentures or other securities of the corporation. (5) To borrow money and to make and issue notes, bonds, and other negotiable and transferable instruments, mortgages, deeds of trust and trust agreements, and to do every act and thing necessary to effectuate the same. 10 (6) To remove any officer for cause, or any officer other than the President summarily without cause, and in their discretion, from time to time, to develop the powers and duties of any officer upon any other person for the time being. (7) To appoint and remove or suspend such subordinate officers, agents or factors as they may deem necessary and to determine their duties and fix, and from time to time change their salaries or remuneration, and to require security as and when they think fit. (8) To confer upon any officer of the corporation the power to appoint, remove and suspend subordinate officers, agents and factors. (9) To determine who shall be authorized on the corporation's behalf to make and sign bills, notes, acceptances, endorsements, checks, releases, receipts, contracts and other instruments. (10) To determine who shall be entitled to vote in the name and behalf of the corporation, or to assign and transfer, any shares of stock, bonds, or other securities of other corporations held by this corporation. (11) To delegate any of the powers of the Board in relation to the ordinary business of the corporation to any standing or special committee, or to any officer or agent (with power to sub- delegate), upon such terms as they think fit. (12) To call special meetings of the stockholders for any purpose or purposes. (13) The directors shall have the right and the power to propose any amendment to the By-Laws of this corporation at any meeting whether called for that purpose or not and to submit to the next regular meeting of directors said proposal or amendment to the By-Laws of this corporation. 11 Section 3.11 Vacancies. A vacancy in the Board of Directors shall be deemed to exist in case of death, resignation or removal of any director, or if the authorized number of directors be increased, or if the shareholders fail at any meeting of shareholders at which any director is to be elected, to elect the full authorized number to be elected at that meeting. Any vacancy occurring in the Board of Directors may be filled by an affirmative vote of the majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law or the Articles of Incorporation. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at the annual meeting or at a special meeting of shareholders called for that purpose. Section 3.12 Removals. Directors may be removed at any time, at a meeting called expressly for that purpose by a vote of the shareholders holding a majority of the shares issued and outstanding and entitled to vote. Such vacancy shall be filled by the directors then in office, though less than a quorum, to hold office until the next annual meeting or until his successor is duly elected and qualified, except that any directorship to be filled by reason of removal by the shareholders may be filled by election, by the shareholders, at the meeting at which the director is removed. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of office. Section 3.13 Resignations. A director may resign at any time by delivering written notification thereof to the President or Secretary of the Corporation. Such resignation shall become effective upon its acceptance by the Board of Directors; provided, however, that if the Board of Directors has not acted thereon within ten days from the date of its delivery, the resignation shall upon the tenth day be deemed accepted. 12 Section 3.14 Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as 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. Section 3.15 Compensation. By resolution of the Board of Directors, the directors shall be paid their expenses, if any, of attendance at each 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 from serving the Corporation in any other capacity and receiving compensation therefor. Section 3.16 Emergency Power. When, due to a national disaster or death, a majority of the directors are incapacitated or otherwise unable to attend the meetings and function as directors, the remaining members of the Board of Directors shall have all the powers necessary to function as a complete Board and, for the purpose of doing business and filling vacancies, shall constitute a quorum until such time as all directors can attend or vacancies can be filled pursuant to these Bylaws. Section 3.17 Chairman. The Board of Directors may elect from its own number a Chairman of the Board, who shall preside at all meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors. ARTICLE IV OFFICERS --------- 13 Section 4.1 Number. The officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by a majority of the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Pursuant to Nevada Revised Statute, Section 78.130 any two or more offices may be held by the same person, including the offices of the President and Secretary. Officers may or may not be directors or shareholders of the Corporation. Section 4.2 Election and Term of Office. The officers of the Corporation are to be elected by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Section 4.3 Resignation. Any officer may resign at any time by delivering a written resignation either to the President or to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon delivery. Section 4.4 Removal. Any officer or agent may be removed by the Board of Directors whenever in its judgment 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 an officer or agent shall not of itself create contract rights. Any such removal shall require a majority vote of the Board of Directors, exclusive of the officer in question if he is also a director. 14 Section 4.5 Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, or if a new office shall be created, may be filled by the Board of Directors for the unexpired portion of the term. Section 4.6 President. The President shall be the chief executive and administrative officer of the Corporation. He shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board, at meetings of the Board of Directors. He shall exercise such duties as customarily pertain to the office of President and shall have general and active supervision over the property, business and affairs of the Corporation and over its several officers. He may appoint officers, agents or employees other than those appointed by the Board of Directors. He may sign, execute and deliver in the name of the Corporation, powers of attorney, certificates of stock, contracts, bonds, deeds, mortgages and other obligations and shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. Section 4.7 Vice President. The Vice President shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. In the absence or disability of the President, the Vice President designated by the board or the President shall perform the duties and exercise the powers of the President. In the event there is more than one Vice President and the Board of Directors has not designated which Vice President is to act as President, then the Vice President who was elected first shall act as President. A Vice President may sign and execute contracts and other obligations pertaining to the regular course of his duties. Section 4.8 Secretary. The Secretary shall keep the minutes of all meetings of the shareholders and of the Board of Directors and to the extent ordered by the Board of Directors or the President, the minutes of meetings of all committees. He shall cause notice to be given of the meetings of shareholders, of the Board of Directors and any committee 15 appointed by the Board. He shall have custody of the corporate seal and general charge of the records, documents and papers of the Corporation not pertaining to the performance of the duties vested in other officers, which shall at all reasonable times be open to the examination of any director. He may sign or execute contracts with the President or Vice President thereunto authorized in the name of the Corporation and affix the seal of the Corporation thereto. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. He shall be sworn to the faithful discharge of his duties. Assistant Secretaries shall assist the Secretary and shall keep and record such minutes of meetings as shall be directed by the Board of Directors. Section 4.9 Treasurer. The Treasurer shall have general custody of the collection and disbursement of funds of the Corporation for collection checks, notes, and other obligations, and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as the Board of Directors may designate. He may sign, with the President, or such other persons as may be designated for the purpose by the Board of Directors, all bills of exchange or promissory notes of the Corporation. He shall enter or cause to be entered regularly in the books of the Corporation full and accurate accounts of all monies received and paid by him on account of the Corporation; shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the office of the Corporation during business hours; and, whenever required by the Board of Directors or the President, shall render a statement of his accounts. Upon request by the Board of Directors, he shall give the corporation a bond for the faithful discharge of his duties in such amount and with such surety as the Board shall prescribe. He shall perform such other duties as may be prescribed from time to time by the Board of Directors or by the Bylaws. Section 4.10 General Manager. The Board of Directors may employ and appoint a General Manager who may, or may not, be one of the officers or 15 directors of the Corporation. If employed by the Board of Directors he shall be the chief operating officer of the Corporation and, subject to the directions of the Board of Direction, shall have general charge of the business operations of the Corporation and general supervision over its employees and agents. He shall have the exclusive management of the business of the Corporation and of all of its dealings, but at all times subject to the control of the Board of Directors. Subject to the approval of the Board of Directors or the executive committee, he shall employ all employees of the Corporation, or delegate such employment to subordinate officers, or such division officers, or such division chiefs, and shall have authority to discharge any person so employed. He shall make a quarterly report to the President and directors, or more often if required to do so, setting forth the result of the operations under his charge, together with suggestions looking to the improvement and betterment of the condition of the Corporation, and to perform such other duties as the Board of Directors shall require. Section 4.11 Other Officers. Other officers shall perform such duties and have such powers as may be assigned to them by the Board of Directors. Section 4.12 Salaries. The salaries or other compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he is also a director of the Corporation. Section 4.13 Surety Bonds. In case the Board of Directors shall so require, any officer or agent of the Corporation shall execute to the Corporation a bond in such sums and with sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting 16 for all property, monies or securities of the Corporation which may come into his hands. ARTICLE V COMMITTEES ------------ Section 5.1 Executive Committee. The Board of Directors may appoint from among its members an Executive Committee of not less than two (2) nor more than seven (7) members, one of whom shall be the President, and shall designate one or more of its members as alternates to serve as a member or members of the Executive Committee in the absence of a regular member or members. The Board of Directors reserves to itself alone the power to declare dividends, issue stock, recommend to shareholders any action requiring their approval, change the membership of any committee at any time, fill vacancies therein, and discharge any committee either with or without cause at any time. Subject to the foregoing limitations, the Executive Committee shall possess and exercise all other powers of the Board of Directors during the intervals between meetings. Section 5.2 Other Committees. The Board of Directors may also appoint from among its own members such other committees as the Board may determine, which shall in each case consist of not less than two directors, and which shall have such powers and duties as shall from time to time be prescribed by the Board. The President shall be a member ex officio of each committee appointed by the Board of Directors. A majority of the members of any committee may fix its rules of procedure. ARTICLE VI CONTRACTS, LOANS, DEPOSITS AND CHECKS --------------------------------------- Section 6.1 Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. 17 Section 6.2 Loans. No loan or advances shall be contracted on behalf of the Corporation, no negotiable paper or other evidence of its obligations under any loan or advance shall be issued in its name, and no property of the Corporation shall be mortgaged, pledged, hypothecated or transferred as security for the payment of any loan, advance, indebtedness or liability of the Corporation unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances. Section 6.3 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, or as may be selected by any officer or agent authorized to do so by the Board of Directors. Section 6.4 Checks and Drafts. All notes, drafts, acceptances, checks, endorsements and evidences of indebtedness of the Corporation shall be signed by such officer or officers of such agent or agents of the Corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the Corporation in any of its duly authorized depositories shall be made in such manner as the Board of Directors from time to time may determine. Section 6.5 Bonds and Debentures. Every bond or debenture issued by the Corporation shall be evidenced by an appropriate instrument which shall be signed by the President or a Vice President and by the Treasurer or by the Secretary, and sealed with the seal of the Corporation. The seal may be facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the Corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the Corporation's officers named thereon may be facsimile. In case of any 18 officer who signed, or whose facsimile signature has been used on any such bond or debenture, shall cease to be an officer of the Corporation for any reason before the same has been delivered by the Corporation, such bond or debenture may nevertheless be adopted by the Corporation and issued and delivered as though the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer. ARTICLE VII CAPITAL STOCK ---------------- Section 7.1 Certificate of Shares. The shares of the Corporation shall be represented by certificates prepared by the Board of Directors and signed by the President or the Vice President, and by the Secretary, or an Assistant Secretary, or the Treasurer, and sealed with the seal of the Corporation or a facsimile. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar other than the Corporation itself or one of its employees. All certificates for shares shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. Section 7.2 Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of 19 the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Section 7.3 Transfer Agent and Registrar. The Board of Directors shall have power to appoint one or more transfer agents and registrars for the transfer and registration of certificates of stock of any class, and may require that stock certificates shall be countersigned and registered by one or more of such transfer agents and registrars. Section 7.4 Lost or Destroyed Certificates. The Corporation may issue a new certificate to replace any certificate theretofore issued by it alleged to have been lost or destroyed. The Board of Directors may require the owner of such a certificate or his legal representatives to give the Corporation a bond in such sum and with such sureties as the Board of Directors may direct to indemnify the Corporation and its transfer agents and registrars, if any, against claims that may be made on account of the issuance of such new certificates. A new certificate may be issued without requiring any bond. Section 7.5 Consideration for Shares. The capital stock of the Corporation shall be issued for such consideration, but not less than the par value thereof, as shall be fixed from time to time by the Board of Directors. In the absence of fraud, the determination of the Board of Directors as to the value of any property or services received in full or partial payment of shares shall be conclusive. Section 7.6 Registered Shareholders. The Corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder thereof in fact, and shall not be bound to recognize any equitable or other claim to or on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such stock at any such meeting, and shall have power and authority to execute and deliver proxies and consents on behalf of the Corporation in connection with the exercise by the Corporation of the rights and powers incident to the ownership of such stock. The Board of Directors, from time to time may confer like 20 powers upon any other person or persons. ARTICLE VIII INDEMNIFICATION ----------------- Section 8.1 Indemnification. No officer or director shall be personally liable for any obligations arising out of any acts or conduct of said officer or director performed for or on behalf of the Corporation. The Corporation shall and does hereby indemnify and hold harmless each person and his heirs and administrators who shall serve at any time hereafter as a director or officer of the Corporation from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of any action alleged to have been heretofore or hereafter taken or omitted to have been taken by him as such director or officer, and shall reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability; including power to defend such person from all suits as provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his own negligence or willful misconduct. The rights accruing to any person under the foregoing provisions of this section shall not exclude any other rights to which he may lawfully be entitled, nor shall anything herein contained restrict the right of the Corporation to indemnify or reimburse such person in any proper case, even though not specifically herein provided for. The Corporation, its directors, officers, employees and agents shall be fully protected in taking any action or making any payment or in refusing so to do in reliance upon the advice of counsel. Section 8.2 Other Indemnification. The indemnification herein provided shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in 21 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 or employee and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 8.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Corporation, or is or was serving at the request of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any liability in any capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against liability under the provisions of this Article 8 or the laws of the State of Nevada. Section 8.4 Settlement by Corporation. The right of any person to be indemnified shall be subject always to the right of the Corporation by its Board of Directors, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Corporation by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith. ARTICLE IX AMENDMENTS ----------- These Bylaws may be altered, amended, repealed, or added to by the affirmative vote of the holders of a majority of the shares entitled to vote in the election of any director at an annual meeting or at a special meeting called for that purpose, provided that a written notice shall have been sent to each shareholder of record entitled to vote at such meetings at least ten (10) days before the date of such annual or special meetings, which notice shall state the alterations, amendments, additions, or changes which are proposed to be made in such Bylaws. Only such changes shall be made as have been specified in the notice. The Bylaws may also be altered, 22 amended, repealed, or new Bylaws adopted by a majority of the entire Board of Directors at any regular or special meeting. Any Bylaws adopted by the Board may be altered, amended, or repealed by a majority of the shareholders entitled to vote. ARTICLE X FISCAL YEAR ------------- The fiscal year of the Corporation shall be December 31 and may be varied by resolution of the Board of Directors. ARTICLE XI DIVIDENDS ---------- The Board of Directors may at any regular or special meeting, as they deem advisable, declare dividends payable out of the unreserved and unrestricted earned surplus of the corporation, such declaration shall be made in accord with Nevada Revised Statutes Section 78.288 thru 78.300. ARTICLE XII CORPORATE SEAL ---------------- The corporate seal may be used by causing it or a facsimile thereof to be impressed affixed or reproduced or otherwise. Adopted by resolution of the Board of Directors this ______ day of September, 2000. ---------------------------------------- President 23 EX-5 5 0005.txt OPINION RE: LEGALITY POULTON & YORDAN ATTORNEYS AT LAW 136 EAST SOUTH TEMPLE, SUITE 1700-A SALT LAKE CITY, UTAH 84111 Richard T. Ludlow Telephone: (801) 355-1341 Fax: (801) 355-2990 November 30, 2000 Board of Directors Office Managers, Inc. 136 E. South Temple, Suite 1600 Salt Lake City, Utah 84111 Re: Opinion and Consent of Counsel with respect to Registration Statement on Form SB-2 for Office Managers, Inc. Gentlemen: You have requested the opinion and consent of this law firm, as counsel, with respect to the proposed issuance and public distribution of certain securities of the Company pursuant to the filing of a registration statement on Form SB-2 with the Securities and Exchange Commission. The proposed offering and public distribution relates to a minimum offering of 2,000,000 units and a maximum offering of 6,000,000 units to be offered and sold to the public at a price of $.10 per unit. Each unit shall consist of one share of common stock, $.001 par value, one A warrant to purchase an additional share of common stock for $.50 and one B warrant to purchase an additional share of common stock for $1.20. It is our opinion that the shares sold in the units, including the shares underlying the warrants, when issued in accordance with the terms and conditions set forth in the registration statement, be duly authorized, validly issued, fully paid and nonassessable shares of common stock of the Company in accordance with the corporation laws of the State of Nevada. We consent to be named by the Company in the registration statement and prospectus included therein. We also consent to the Company filing this legality opinion as an exhibit to the registration statement. Very truly yours, POULTON & YORDAN /s/ Richard T. Ludlow Richard T. Ludlow Attorney at Law EX-23 6 0006.txt CONSENT OF ACCOUNTANTS CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We have issued our report dated November 10, 2000 accompanying the audited financial statements of Office Managers, Inc., for the period ended October 31, 2000 and hereby consent to the incorporation by reference to such report in a Registration Statement on Form SB-2. /s/ Andersen, Andersen & Strong November 29, 2000 Andersen, Andersen & Strong EX-27 7 0007.txt FINANCIAL DATA SCHEDULE
5 0000741017 OFFICE MANAGERS, INC. 6-MOS DEC-31-2000 OCT-31-2000 65,730 0 0 0 0 65,730 0 0 90,313 2,000 0 0 0 27,000 61,313 90,313 0 0 0 0 2,497 0 0 0 0 0 0 0 0 (2,497) 0 0
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