Securities
to be registered pursuant to Section 12(b) of the Act:
Title
of each class
to
be so registered
Name
of each exchange of which
each
class is to be registered
Not
Applicable
Not
Applicable
If
this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box. [ ]
If
this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box. [X]
Securities
Act registration statement file number to which this form relates: 333-115444
(if
applicable)
Securities
to be registered pursuant to Section 12(g) of the Act:
Common
stock, par value of $0.001
(Title
of
class)
Item
1. Description of Registrant’s Securities to be
Registered.
Our
authorized capital stock consists of 277,713,000 shares of common stock, with
a
par value of $0.001 per share, and 10,000,000 shares of preferred stock, with
a
par value of $0.001 per share. As of March 20, 2007, there were 59,818,694
shares of our common stock issued and outstanding. Our shares are held by
seventy-six (76) stockholders of record. We have not issued any shares of
preferred stock.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to
a
vote of the stockholders, including the election of directors. Except as
otherwise required by law or provided in any resolution adopted by our board
of
directors with respect to any series of preferred stock, the holders of our
common stock will possess all voting power. Generally, all matters to be voted
on by stockholders must be approved by a majority (or, in the case of election
of directors, by a plurality) of the votes entitled to be cast by all shares
of
our common stock that are present in person or represented by proxy, subject
to
any voting rights granted to holders of any preferred stock. Holders of our
common stock representing fifty percent (50%) of our capital stock issued,
outstanding and entitled to vote, represented in person or by proxy, are
necessary to constitute a quorum at any meeting of our stockholders. A vote
by
the holders of a majority of our outstanding shares is required to effectuate
certain fundamental corporate changes such as liquidation, merger or an
amendment to our Articles of Incorporation. Our Articles of Incorporation do
not
provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created
by our board of directors from time to time, the holders of shares of our common
stock will be entitled to such cash dividends as may be declared from time
to
time by our board of directors from funds available therefor.
Subject
to any preferential rights of any outstanding series of preferred stock created
from time to time by our board of directors, upon liquidation, dissolution
or
winding up, the holders of shares of our common stock will be entitled to
receive pro rata all assets available for distribution to such
holders.
In
the
event of any merger or consolidation with or into another company in connection
with which shares of our common stock are converted into or exchangeable for
shares of stock, other securities or property (including cash), all holders
of
our common stock will be entitled to receive the same kind and amount of shares
of stock and other securities and property (including cash). Holders of our
common stock have no pre-emptive rights, no conversion rights and there are
no
redemption provisions applicable to our common stock.
Preferred
Stock
Our
board
of directors is authorized by our articles of incorporation to divide the
authorized shares of our preferred stock into one or more series, each of which
must be so designated as to distinguish the shares of each series of preferred
stock from the shares of all other series and classes. Our board of directors
is
authorized, within any limitations prescribed by law and our articles of
incorporation,
2
to
fix
and determine the designations, rights, qualifications, preferences, limitations
and terms of the shares of any series of preferred stock including, but not
limited to, the following:
1.
The
number of shares constituting that series and the distinctive designation
of that series, which may be by distinguishing number, letter or
title;
2.
The
dividend rate on the shares of that series, whether dividends will
be
cumulative, and if so, from which date(s), and the relative rights
of
priority, if any, of payment of dividends on shares of that series;
3.
Whether
that series will have voting rights, in addition to the voting rights
provided by law, and, if so, the terms of such voting rights;
4.
Whether
that series will have conversion privileges, and, if so, the terms
and
conditions of such conversion, including provision for adjustment
of the
conversion rate in such events as the Board of Directors determines;
5.
Whether
or not the shares of that series will be redeemable, and, if so,
the terms
and conditions of such redemption, including the date or date upon
or
after which they are redeemable, and the amount per share payable
in case
of redemption, which amount may vary under different conditions and
at
different redemption dates;
6.
Whether
that series will have a sinking fund for the redemption or purchase
of
shares of that series, and, if so, the terms and amount of such sinking
fund;
7.
The
rights of the shares of that series in the event of voluntary or
involuntary liquidation, dissolution or winding up of the corporation,
and
the relative rights of priority, if any, of payment of shares of
that
series;
8.
Any
other relative rights, preferences and limitations of that series.
Dividend
Policy
We
have
never declared or paid any cash dividends on our common stock. We currently
intend to retain future earnings, if any, to finance the expansion of our
business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.
Nevada
Anti-Takeover Laws
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the
acquisition of a controlling interest in certain Nevada corporations unless
the
articles of incorporation or bylaws of the corporation provide that the
provisions of these sections do not apply. Our articles of incorporation and
bylaws do not state that these provisions do not apply. The statute creates
a
number of restrictions on the ability of a person or entity to acquire control
of a Nevada company by setting down certain rules of conduct and voting
restrictions in any acquisition attempt, among other things. The statute is
limited to corporations that are organized in the state of Nevada and that
have
200 or more stockholders, at least 100 of whom are stockholders of record and
residents of the
3
State
of
Nevada; and does business in the State of Nevada directly or through an
affiliated corporation. Because of these conditions, the statute currently
does
not apply to our company.
Previously
filed on Form 8-K with the Securities and Exchange Commission on
February7, 2006.
2.
Previously
filed on Form 8-K with the Securities and Exchange Commission on
February15, 2007.
3.
Previously
filed on Form S-11 with the Securities and Exchange Commission on
May 13,2004.
4.
Previously
filed on Form S-1/A with the Securities and Exchange Commission on
November1 18, 2004.
5.
Previously
filed on Form 8-K with the Securities and Exchange Commission on
February14, 2007.
6.
Previously
filed on Form 8-K with the Securities and Exchange Commission on
March 30,2007.
4
SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
