Phage Therapeutics International Inc – ‘10SB12G/A’ on 6/5/01 – EX-21

On:  Tuesday, 6/5/01, at 9:31pm ET   ·   As of:  6/6/01   ·   Accession #:  1096906-1-500109   ·   File #:  0-31961

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Amendment to Registration of Securities of a Small-Business Issuer   —   Form 10-SB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G/A   Amendment to Registration of Securities of a          96    577K 
                          Small-Business Issuer                                  
 2: EX-3.(I)    Articles of Incorporation and Amendments               5     19K 
 3: EX-3.(II)   By-Laws                                               14     78K 
 4: EX-10.1     Advisory Agreements                                   11     68K 
 5: EX-10.2     Confidentiality Agreement                              2     11K 
 6: EX-10.3     Employee Agreements                                   47    237K 
 7: EX-10.4     Management Agreement                                   2     14K 
 8: EX-10.5     Property Lease Agreement                              26    138K 
 9: EX-10.6     Consulting Agreement                                   2±    11K 
10: EX-10.7     Stock Option Plan 2000                                17     85K 
11: EX-10.8     Securities Purchase Agreement                         28    139K 
12: EX-21       List of Subsidiaries                                   6     21K 
13: EX-27       Financial Data Schedule                                1     10K 

EX-21   —   List of Subsidiaries
Exhibit Table of Contents

EX-21
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EXHIBIT 21

Phage  Therapeutics  International,  Inc. has acquired  approximately 88% of the
issued and  outstanding  share  capital of Phage  Therapeutics,  Inc.  through a
combination  of purchasing  632,000  shares of common stock  directly from Phage
Therapeutics,  Inc.  and  through a  completion  of a series  of share  exchange
agreements,  in March and April of 1999, with individual stockholders in which a
total of 6,022,425 shares of Phage was issued in exchange for 10,191,000  shares
of  Phage  Therapeutics.  The  total  issued  and  outstanding  shares  of Phage
Therapeutics is 12,312,000.  Phage intends to acquire the remaining  outstanding
shares of Phage  Therapeutics  in due course to  increase  its  holding of Phage
Therapeutics to 100%. Phage Therapeutics shareholders who decide not to exchange
their  shares of Phage  Therapeutics  for  shares of Phage's  common  stock will
remain  minority  interest  shareholders  of  Phage  Therapeutics.  All  of  the
stockholders who participated in the share exchange received their stock through
Regulation D, Rule 504.                                                         

Phage Therapeutics, Inc. is a privately held Washington state bio-pharmaceutical
corporation.  Phage Therapeutics,  Inc. was originally incorporated in the state
of Washington as "World Center for Bacteriophage Research, Inc." on December 24,
1996.                                                                           

The Articles of Incorporation and Amendments follow:                            

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 ARTICLES OF INCORPORATION

OF

 WORLD CENTER FOR BACTERIOPHAGE RESEARCH, INC.

ARTICLE 1.        NAME                                                          

The name of this corporation is World Center for Bacteriophage Research, Inc.   

ARTICLE 2.        DURATION                                                      

This corporation has perpetual existence.                                       

ARTICLE 3.        PURPOSE                                                       

This corporation is organized fo rthe purposes of transacting any and all lawful
business  for which a  corporation  may be  incorporated  under Title 23B of the
Revised Code of Washington, as amended.                                         

ARTICLE 4.        REGISTERED OFFICE AND AGENT                                   

The address of the registered office of the corporation is 5000 Columbia Center,
701 Fifth Avenue, Seattle, Washington 98104-7078, and the name of the registered
agent at such address is PTSGE Corp.                                            

ARTICLE 5.        CAPITAL STOCK                                                 

The  authorized  capital stock of this  corporation  shall consist of 10,000,000
(Ten Million) shares of common stock without par value.                         

ARTICLE 6.        PREEMPTIVE RIGHTS                                             

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Shareholders of this corporation have no preemptive rights to acquire additional
shares of stock or  securities  convertible  into shares of stock  issued by the
corporation.                                                                    

ARTICLE 7.        DIRECTORS                                                     

The  number  of  directors  of this  corporation  shall be fixe  din the  manner
specified by the bylaws of this corporation.  There is currently one director of
the corporation and his name and address is:                                    

Caisey Harlingten                                                               

6177 272nd Street                                                               

Aldergrove, BC V4W 1P6                                                          

Canada                                                                          

The  first   director  shall  serve  until  the  first  annual  meeting  of  the
shareholders and until his successor is elected and qualified.                  

ARTICLE 8.        CUMULATIVE VOTING                                             

Shareholders of this  corporation  shall not have the right to cumulate votes in
the election of directors.                                                      

ARTICLE 9.        LIMITATION OF DIRECTOR LIABILITY                              

A director of the corporation  shall not be personally liable to the corporation
or its shareholders for monetary damages for conduct as a director, except for: 

(1)  Acts or omissions  involving  intentional  misconduct  by the director or a
knowing violation of law by the director;                             

(2)  Conduct violating RCW 23B.08.310  (which involves certain  distributions by
the corporation);                                                     

(3)  Any transaction  from which the director will personally  receive a benefit
     in money,  property,  or  services  to which the  director  is not  legally
entitled.                                                             

If the Washington  Business  Corporation Act is amended to authorized  corporate
action further eliminating or limiting the personal liability of directors, then
the liability of a director of the corporation shall be eliminated or limited to
the fullest extent permitted by the Washington  Business  Corporation Act, as so
amended.   Any  repeal  or  modification  of  the  foregoing  paragraph  by  the
shareholders  of the  corporation  shall  not  adversely  affect  any  right  or
protection  of a  director  of the  corporation  with  respect  to any  acts  or
omissions of such director occurring prior to such repeal or modification.      

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ARTICLE 10.       INDEMNIFICATION OF DIRECTORS                                  

10.1       The  corporation  shall  indemnify  its  directors to the full extent
           permitted by the Washington Business Corporation Act now or hereafter
      in force. However, such indemnity shall not apply on account of:

          (a)  Acts  of  omissions  of  the  director  finally  adjudged  to  be
   intentional misconduct or a knowing violation of law;

          (b)  Conduct of the  director  finally  adjudged to be in violation of
RCW 23B.08.310; or                                

          (c)  The corporation  shall advance expenses for such persons pursuant
               to the terms set forth in the Bylaws, or in a separate directors'
resolution or contract.                           

10.2       The Board of Directors  may take such action as is necessary to carry
           out these indemnification and expense advancement  provisions.  It is
           expressly  empowered to adopt,  approve,  and amend from time to time
           such Bylaws,  resolutions,  contracts, or further indemnification and
           expense  advancement   arrangements  as  may  be  permitted  by  law,
           implementing these provisions. Such Bylaws, resolutions, contracts or
           further arrangements shall include but not be limited to implementing
           the manner in which determinations as to any indemnity or advancement
of expenses shall be made.                                

10.3       No  amendment  or repeal of this  Article  shall apply to or have any
           effect  on any  right  to  indemnification  provided  hereunder  with
           respect to acts or  omissions  occurring  prior to such  amendment or
repeal.                                                   

ARTICLE 11.       INCORPORATOR                                                  

The name and address of the incorporator is:                                    

Richard A. Montfort                         5000 Columbia Center                
                        701 Fifth Avenue
                              Seattle, WA 98104-7078

The  undersigned  incorporator  has signed these  Articles of  Incorporation  on
December 24, 1996.                                                              

/s/ Richard A. Montfort /s/                                                     

Richard A. Montfort                                                             

Incorporator                                                                    

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 ARTICLES OF AMENDMENT

OF

 WORLD CENTER FOR BACTERIOPHAGE RESEARCH, INC.

Pursuant to RCW  23B.10.060,  the undersigned  corporation  adopts the following
Articles of Amendment:                                                          

1.   The name of the  corporation  is World Center for  Bacteriophage  Research,
Inc.                                                                  

2.   Article 1 of the Company's Articles of Incorporation is amended as follows:

ARTICLE 1.        NAME                                                          

The name of this corporation is Georgia Research Institute Inc.                 

3.   This  amendment  does not provide  for an  exchange,  reclassification,  or
cancellation of issued shares.                                        

4.   The date of the adoption of the amendment was March 10, 1997.              

5.   The above  amendment was duly approved by the directors of the  corporation
 and does not require shareholder action as permitted by REC 23B.10.020.

The undersigned executes these Articles of Amendment under penalty of perjury on
March 10, 1997.                                                                 

WORLD CENTER FOR BACTERIOPHAGE RESEARCH, INC.                                   

By: /s/ C. Harlingten /s/                                                       

Caisey Harlingten, Chairman                                                     

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 ARTICLES OF AMENDMENT

Pursuant to RCW  23B.10.060  of the  Washington  Business  Corporation  Act, the
following  Articles  of  Amendment  to Articles of  Incorporation  are  herewith
submitted for filing.                                                           

ARTICLE 1. The name of record of the corporation is:                            

Georgia Research Institute, Inc.                  

ARTICLE 2. The text of each amendment as adopted is as follows:                 

      Article 1 is amended in its entirety to read as follows:

        "The name of this corporation is Phage Therapeutics, Inc."

      Article 4 is amended in its entirety to read as follows:

               "The address of the registered  office of the corporation is 2600
               Century   Square,   1501  Fourth  Avenue,   Seattle,   Washington
               98101-1688, and the name of the registered agent is DWTR&J Corp."

ARTICLE 3. The amendments do not provide for an exchange,  reclassification,  or
cancellation of issued shares.                            

ARTICLE 4. The amendments were duly approved by the directors of the corporation
           on July 29, 1997 and do not require  shareholder action in accordance
with the provisions of RCW 23B.10.020.                    

ARTICLE 5. These Articles will be effective upon fililng.                       

Dated: July 29, 1997                                                            

/s/ Richard C. Honour /s/                                                       

Richard C. Honour, President and CEO                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10SB12G/A’ Filing		Date		First		Last			Other Filings
Filed as of:		6/6/01
Filed on:		6/5/01							8-K
		7/29/97		6
		3/10/97		5
		12/24/96		1		4
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