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RTR Inc – ‘10SB12G’ on 7/22/02

On: Monday, 7/22/02, at 2:47pm ET · Accession #: 1144204-2-492 · File #: 0-49932

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/22/02  RTR Inc                           10SB12G                1:53K                                    Vintage/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10SB12G     Registration of Securities of a Small-Business        29     91K 
                          Issuer

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Certain Relationship and Related Transactions Certain Relationships and Related Transactions Changes in and Disagreements with Accountants Description of Business Description of Exhibits Description of Property Description of Securities Directors and Executive Officers, Promoters and Control Persons Directors, Executive Officers, Promoters and Control Persons Executive Compensation Indemnification of Directors and Officers Index to Exhibits Legal Proceedings Market Price and Dividends on the Registrant's Common Equity and Other Related Shareholder Matters Market Price of and Dividends on the Registrant's Common Equity and Related Stockholders Matters Plan of Operation Recent Sales of Unregistered Securities Security Ownership of Certain Beneficial Owners and Management Table of Contents
1	1st Page - Filing Submission
2	Table of Contents
"	Item 1. Description of Business
"	Item 2. Plan of Operation
"	Item 3. Description of Property
"	Item 4. Security Ownership of Certain Beneficial Owners and Management
"	Item 5. Directors and Executive Officers, Promoters and Control Persons
"	Item 6. Executive Compensation
"	Item 7. Certain Relationships and Related Transactions
"	Item 8. Description of Securities
"	Item 1. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholders Matters
"	Item 2. Legal Proceedings
"	Item 3. Changes in and Disagreements with Accountants
"	Item 4. Recent Sales of Unregistered Securities
"	Item 5. Indemnification of Directors and Officers
"	Item 1. Index to Exhibits
"	Item 2,. Description of Exhibits
5	Item 5:. Directors, Executive Officers, Promoters and Control Persons
6	Item 7:. Certain Relationship and Related Transactions
7	Item 1:. Market Price and Dividends on the Registrant's Common Equity and Other Related Shareholder Matters

10SB12G 1st Page of 29 TOC ↑Top Previous Next ↓Bottom Just 1st
 
As  filed  with  the  Securities  and  Exchange  Commission  on  July  17,  2002
File  No.  __________                                                           

U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-SB

 GENERAL FORM FOR REGISTRATION OF SECURITIES
 OF SMALL BUSINESS ISSUERS

 Under Section 12(b) or (g) of The Securities Exchange Act of 1934

 RTR, INC.
(Name of small business issuer in its charter)

          Delaware                                    33-1000768
(State  or  other  jurisdiction  of                  (I.R.S.  Employer
     incorporation  or  organization)                 Identification Number)

C/O Riggs & Associates LLC
18 Leonard Farms Way
 Wethersfield, CT  06109
(860) 529-6500
 (Address and Telephone Number of principal executive offices)

George L. Riggs, III
C/O Riggs & Associates LLC
 P.O. Box 290975
Wethersfield, CT  06129-0975
(860) 529-6500
(Name, address and phone number for agent for service)

Copies to:
Michael S. Krome, P.C.
8 Teak Court
 Lake Grove, New York, 11755
(631) 737-8381
(631) 737-8382 (fax)

Securities to be registered under Section 12(b) of the Act: none

 Securities to be registered under Section 12(g) of the Act:
 Common Stock, $.001 par value per share

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 Table of Contents

Part  I                                                                         

Item  1.     Description  of  Business                                          

Item  2.     Plan  of  Operation                                                

Item  3.     Description  of  Property                                          

Item  4.     Security  Ownership  of  Certain  Beneficial  Owners  and          
Management                                            

Item  5.     Directors  and  Executive  Officers,  Promoters and Control Persons

Item  6.     Executive  Compensation                                            

Item  7.     Certain  Relationships  and  Related  Transactions                 

Item  8.     Description  of  Securities                                        

Part  II                                                                        

Item  1.     Market  Price  of  and  Dividends  on  the Registrant's            
Common  Equity  and  Related  Stockholders  Matters   

Item  2.     Legal  Proceedings                                                 

Item  3.     Changes  in  and  Disagreements  with  Accountants                 

Item  4.     Recent  Sales  of  Unregistered  Securities                        

Item  5.     Indemnification  of  Directors  and  Officers                      

Part  Financial  Statements                                                     

Part  III                                                                       

Item  1.     Index  to  Exhibits                                                

Item  2,     Description  of  Exhibits                                          

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PART I

Item  1   DESCRIPTION  OF  BUSINESS                                             

Forward-Looking  Statements                                                     

     This  Form  10-SB  contains "forward-looking" statements that involve risks
and  uncertainties.  Forward-looking  statements include statements about future
business  plans  and strategies, and other statements that are not historical in
nature.  Because  forward-looking  statements  involve  risks and uncertainties,
there  are  factors,  including  those  discussed below, that could cause actual
results  to  be  materially  different  from  any future results, performance or
achievements  expressed  or implied. Accordingly, readers should not place undue
reliance  on  forward-looking statements. We undertake no obligation to publicly
release  the  result  of  any  revision  of  these forward-looking statements to
reflect  events  or circumstances after the date they are made or to reflect the
occurrence  of  unanticipated  events.                                          

General                                                                         

RTR Inc. the ("Company") is filing this Form 10-SB on a voluntary basis in order
to  make  the  company's financial information equally available to all parties,
including  potential  investors,  and  to  meet certain listing requirements for
publicly  traded  securities.                                                   

History  of  the  Company                                                       

The  Company  was incorporated on April 12, 2002, under the laws of the State of
Delaware.  The  Company  has never had any operations or assets since inception.

Item  2:          Plan  of  Operation                                           

Industry  Overview  and  Opportunity                                            

Currently, the Company is seeking a favorable a business opportunity to acquire.
The  Company has not entered into any agreement, nor does it have any commitment
or understanding to enter into or become engaged in a transaction as of the date
of  this  filing.  The  Company  continues  to investigate, review, and evaluate
business  opportunities  as  they  become  available and will seek to acquire or
become  engaged in business opportunities at such time as specific opportunities
warrant.  The Company cannot now predict what type of business it may enter into
or  acquire.  It is emphasized that the business objectives discussed herein are
extremely  general  and  are not intended to be restrictive on the discretion of
the  Company's  management.                                                     

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Market  Overview                                                                

It is anticipated that business opportunities will be identified for the Company
through  its officers and directors and through professional advisors, including
members  of  the  financial  and  legal  community.                             

In seeking a business venture, the decision of management will not be controlled
by  an  attempt  to  take  advantage of any anticipated or perceived appeal of a
specific  industry,  but  will  be  based  on  the business objective of seeking
long-term  capital  appreciation  in  the  real  value  of  the  Company.       

Capital  Resources                                                              

The Company has never had any operations or assets since inception.  The Company
is  fully  dependent upon its shareholders to provide sufficient working capital
and  other  services  to  preserve  the  integrity  of  the  Company.           

Competition                                                                     

The  Company  will  be  involved  in  intense  competition  with  other business
entities,  many of which will have a competitive edge over the Company by virtue
of their stronger financial resources and prior experience in business. There is
no  assurance  that  the  Company  will  be  successful  in obtaining a suitable
business  opportunity.                                                          

Environmental  Matters                                                          

The  Company  is  not  aware  of  any  environmental  liability  relating to its
operations  that  would  have  a  material  adverse  effect  on the Company, its
business,  assets  or  results  of  operations.                                 

Inflation                                                                       

Inflation  has  not  historically  been  a  material  effect  on  the  Company's
operations  and  is not expected to have a material impact on the Company or its
operations  in  the  future.                                                    

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Item  3:          DESCRIPTION  OF  PROPERTY                                     

The  Company  does  not  own  any  properties.                                  

Item  4:         SECURITY  OWNERSHIP  OF  CERTAIN   BENEFICIAL  OWNERS  AND     
MANAGEMENT                                    

The  following  information  table  sets forth certain information regarding the
Company's  common  stock ownership on May 29, 2002, by (1) any person (including
any "group") who is known by the Company to own beneficially more than 5% of its
outstanding  Common  Stock, (2) each director and executive officer, and (3) all
executive  officers  and  directors  as  a  group.                              

Name  and  address          Shares  Owned          Percentage                   
----------------          -----------------      -------------                  
Andrew  Roth                 3,000,000              33.3                        

C  &  M  Management                                                             
Consulting,  Inc.       3,000,000              33.3                   

George  L.  Riggs,  III      3,000,000              33.3                        

Item  5:          DIRECTORS,  EXECUTIVE  OFFICERS, PROMOTERS AND CONTROL PERSONS

The  directors  and  officers  of  the Company are listed below with information
about  their  respective  backgrounds.                                          

Name                                   Age          Position                    
-------                               -----        ----------                   
Andrew  Roth                           51           President                   
George  L.  Riggs,  III                51           Treasurer  and  Secretary   

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Andrew  Roth                                                                    
------------                                                                    

Mr.  Roth  is  a  businessman  and  a  founder  and  managing  agent for Classic
Development  Inc.,  Clay  Realty  LLC and First Huron LLC.  Mr. Roth has over 28
years of experience in real estate acquisition and development.  He attended the
civil  engineering  school  at  City  Collage  of  New  York.                   

George  L.  Riggs,  III                                                         
-----------------------                                                         

Mr.  Riggs is a CPA in the states of Connecticut and Vermont. He was the founder
and  Managing  partner  of  Riggs  &  Associates,  LLP  prior to its merger with
Centerprise Advisors, a newly formed national financial advisory firm. Mr. Riggs
has  over  twenty-five years experience in public accounting, including 13 years
as  an  audit  partner at Deloitte & Touche, LLP. He received a B.S. in Business
Administration from the University of Hartford and an M.B.A. from the University
of  Connecticut                                                                 

Item  6:          EXECUTIVE  COMPENSATION                                       

The Company currently pays no compensation to its officers and directors and has
paid  no  compensation in any amount or of any kind to its executive officers or
directors  for  the  period  through  the  date  of  this  filing.              

Item  7:          CERTAIN  RELATIONSHIP  AND  RELATED  TRANSACTIONS             

C  & M Consulting, Inc. received its stock for compensation of certain financial
advisory  services  provided  to  the  Company.                                 

George  L.  Riggs,  III  received  his  stock  for  compensation  for  certain  
administrative  services  provided  to  the  Company.                           

Item  8:          DESCRIPTION  OF  SECURITIES                                   

The  authorized  capital  stock  of the Company consists of 10,000,000 shares of
common  stock with a par value of $0.001 per share.  The holders of common stock
(1)  are  entitled  to one non-cumulative vote per share on all matters that the
stockholders  may  vote  on  at  meetings  of  stockholders;  (2)  do  not  have
pre-emptive,  subscription  or conversion rights, and there are no redemption of
sinking  fund  provisions  applicable  thereto;  and  (3)  are entitled to share
ratably  in  the  assets  of  the  Company,  after  the payment of all debts and
liabilities,  available  for  distribution  to  holders of common stock upon the
liquidation,  dissolution  or winding up of affairs of the Company.  The Company
has  no  preferred  stock,  debentures,  warrants,  options or other instruments
outstanding  or  that  could  be  converted  into  common  stock of the Company.

10SB12G 7th Page of 29 TOC 1st Previous Next ↓Bottom Just 7th
Holders  of  shares  of  the  common stock do not have cumulative voting rights,
which  means  that  the  holders  of  more  than  50% of such outstanding shares
("majority  shareholders",  when voting for the election or directors, can elect
all  of  the  directors  and,  in  such situations, the holders of the remaining
shares  will  not  be able to elect as the Company's directors anyone other than
those  candidates  supported by the majority shareholders.  Holders of shares of
the  common  stock are entitled to receive dividends if and when declared by the
Board  of  Directors  out  of  funds  legally  available  therefore.            

 PART II

Item  1:          MARKET  PRICE  AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
AND  OTHER  RELATED  SHAREHOLDER  MATTERS   

As  of  the  date  of  this  filing, there is no public market for the Company's
common stock.  As of June 16, 2002, all 9,000,000 of the 9,000,000 shares issued
and  outstanding are deemed to be "restricted securities" as defined in Rule 144
under  the  Securities  Act.  Restricted shares may be sold in the public market
only  if  registered or if they qualify for an exemption from registration under
Rule  144  promulgated  under  the  Securities  Act.                            

In  general, under Rule 144, any person, or persons whose shares are aggregated,
who  has  beneficially owned restricted shares for at least one year is entitled
to  sell, within any three-month period, a number of shares that does not exceed
the greater of 1% of the then outstanding shares of common stock, or the average
weekly  trading  volume  during  the  four  calendar weeks preceding such sales.
Sales  under  Rule  144 are also subject to the requirements as to the manner of
sale,  notice  and availability of current public information about the Company.
In  addition, restricted shares, which have been beneficially owned for at least
two  years  and  which  are  held  by  non-affiliates,  may  be sold free of any
restrictions  under  Rule  144.                                                 

Dividend  Policy                                                                

The Company has never paid or declared a cash dividend on its Common Stock.  The
Board  of  Directors  does  not  intend  to declare or pay cash dividends in the
foreseeable  future.  It is the current policy to retain all earnings if any, to
support  future  growth  and  expansion.                                        

Item  2:          LEGAL  PROCEEDINGS                                            

The  Company  is  not  a  party to any pending litigation nor is it aware of any
threatened  legal  proceedings.                                                 

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Item  3:          CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS            

None                                                                            

Item  4:          RECENT  SALES  OF  UNREGISTERED  SECURITIES                   

None                                                                            

Item  5:          INDEMNIFICATION  OF  DIRECTORS  AND  OFFICERS                 

The  Company's Certificate of Incorporation and By-laws provide that the Company
will  indemnify  its  directors  and  officers  to the full extent authorized or
permitted  under  Delaware  law.                                                

As  to  indemnification for liabilities arising under the Securities Act of 1933
for  directors,  officers and controlling persons of the Company, the registrant
has  been advised that in the opinion of the Securities and Exchange Commission,
such  indemnification  is  against  public  policy  and  is  unenforceable.     

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RTR INC.
(a development stage entity)

FINANCIAL STATEMENTS
 AND
 INDEPENDENT AUDITORS REPORT

 Period from Inception
(April 12, 2002)
through April 30, 2002

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RTR,  INC.                                                                      
(a  development  stage  entity)                                                 

TABLE  OF  CONTENTS                                                             

                                        Page
REPORT  OF  INDEPENDENT  AUDITOR                           1                    

FINANCIAL  STATEMENTS                                                           

Balance  Sheet                                        2               
Statements  of  Operations                            3               
Statement  of  Changes  in  Stockholders'  Equity     4               
Statements  of  Cash  Flows                           5               
Notes  to  Financial  Statements                      6               

10SB12G 11th Page of 29 TOC 1st Previous Next ↓Bottom Just 11th
 Aaron Stein
CERTIFIED PUBLIC ACCOUNT
981 ALLEN LANE
P.O. BOX 406
WOODMERE, NY 11598
516-569-0520

REPORT  OF  INDEPENDENT  AUDITOR                                                

To  the  Board  of  Directors  and  Stockholders'                               
RTR  INC.                                                             

I  have  audited the accompanying balance sheet of RTR INC. (a development stage
company)  as  of  April  30,  2002  and  the  related  statements of operations,
stockholders'  equity and cash flows for the period from April 12, 2002 (date of
inception)  to April 30, 2001. These financial statements are the responsibility
of the Company's management. My responsibility is to express an opinion on these
financial  statements  based  on  my  audit.                                    

I conducted my audit in accordance with auditing standards generally accepted in
the  United  States  of America. Those standards require that I plan and perform
the  audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining on a test basis,
evidence  supporting the amounts and disclosures in the financial statements. An
audit  also  includes  assessing  the accounting principles used and significant
estimates  made  by  management,  as  well  as  evaluating the overall financial
statement  presentation. I believe that my audits provide a reasonable basis for
my  opinion.                                                                    

In my opinion, the financial statements referred to above present fairly, in all
material  respects,  the  financial  position  of  RTR INC. (a development stage
company)  as  of  April  30, 2002 and the results of its operations and its cash
flows  for  the period from April 12, 2002 (date of inception) to April 30, 2002
in conformity with accounting principles generally accepted in the United States
of  America                                                                     

Aaron  Stein  CPA                                                               
Woodmere,  New  York                                                            
July  10,  2002                                                                 

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RTR,  INC.                                                                      
BALANCE  SHEET                                                                  
APRIL  30,  2002                                                                

                                                                [Download Table]

ASSETS                                                           

                                                                 
CURRENT ASSETS                                                   
  Cash                                         $ 2,618           
                                               -------           

      Total current assets                                $ 2,618
                                                          -------

                                                          $ 2,618
                                                          =======

LIABILITIES AND STOCKHOLDERS' EQUITY                             

CURRENT LIABILITIES                                              
  Accrued expenses                             $ 3,556           
                                               -------           

      Total current liabilities                           $ 3,556
                                                          -------

STOCKHOLDERS' DEFICIT                                            
  Common stock                                                   
    Voting shares, $0.001 par value,                             
      10,000,000 shares authorized,                              
      9,000,000 shares issued and outstanding    9,000           
   Accumulated deficit                          (9,938)          
                                               -------           

      Total stockholders' deficit                          (938) 
                                                         ------- 

                                                         $2,618  
                                                         ======= 

See  notes  to  financial  statements.                                          

 2

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RTR,  INC.                                                                      
STATEMENT  OF  OPERATIONS                                                       
PERIOD  FROM  INCEPTION  (APRIL  16,  2002)                                     
THROUGH  APRIL  30,  2002                                                       

                                                                [Download Table]

                                       
REVENUE                                
                            $        - 
                            -----------

GENERAL AND ADMINISTRATIVE             
  Consulting fees           $    6,000 
  Auditing fees                  3,500 
  Other expenses                   438 
                            -----------
                            $    9,938 
                            -----------

NET LOSS                    $   (9,938)
                            ===========

LOSS PER SHARE                         

  Basic                     $   (0.001)
                            ===========

AVERAGE NUMBER OF COMMON               
  SHARES OUTSTANDING                   

  Basic                      9,000,000 
                            ===========

See  notes  to  financial  statements.                                          

 3

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RTR,  INC.                                                                      
STATEMENT  OF  CHANGES  IN  STOCKHOLDERS'  EQUITY                               
PERIOD  FROM  INCEPTION  (APRIL  16,  2002)                                     
THROUGH  APRIL  30,  2002                                             

                                                                [Download Table]

                                      COMMON  STOCK       
                                   --------------------   
                                   SHARES       AMOUNT    
                                   --------  ----------   

                                                          

April 16, 2002 (inception)                   0        -   

Issuance of Common Stock             9,000,000   $9,000   

                                             -        -   
                                    -----------  ------   

Balance at May 15, 2001              9,000,000   $9,000   
                                    ===========  ======   

                                              ACCUMULATED 
                                                DEFICIT   
                                               ---------- 

April 16, 2002 (inception)                      $     -   

Net loss                                          (9,938) 
                                               -----------

                                                      -   
                                               -----------

Total accumulated deficit                      $  (9,938) 
                                               ===========

Total stockholders deficit                     $    (938) 
                                               ===========


See  notes  to  financial  statements.                                          
 4

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RTR,  INC.                                                                      
STATEMENT  OF  CASH  FLOWS                                                      
PERIOD  FROM  INCEPTION  (APRIL  16,  2002)                                     
THROUGH  APRIL  30,  2002                                             

                                                                [Download Table]


                                                                             

CASH FLOWS FROM OPERATING ACTIVITIES                                         
  Net loss                                             $ 9,938               
  Adjustments to reconcile net loss to net                                   
  cash used in operating activities:                                         
      Common stock issued for consulting services        6,000               
      Changes in assets and liabilities:                                     
        Accrued expenses                                 3,556               
                                                   ------------              

          Net cash used in operating activities                   $     (382)
                                                                 ------------
  Financing activities:                                                      
    Proceeds from issuance of common stock                             3,000 
                                                                 ------------

          NET INCREASE IN CASH                                         2,618 

CASH AND CASH EQUIVALENTS, Beginning                                       - 
                                                                 ------------

CASH AND CASH EQUIVALENTS, End                                   $     2,618 
                                                                 ============

SUPPLEMENTAL DISCLOSURES OF CASH PAYMENTS                                    

  Interest                                                       $       -   
                                                                 ============

  Taxes                                                          $       -   
                                                                 ============

See  notes  to  financial  statements.                                          

5                       

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RTR,  INC.                                                                      
NOTES  TO  FINANCIAL  STATEMENTS                                                

NOTE  1  OPERATIONS  AND  SIGNIFICANT  ACCOUNTING  POLICIES                     

FORMATION                                                                       

On  April  12, 2002 RTR INC was formed as a Delaware corporation for the purpose
of  entering  into  a  business  combination  with  an operating entity or other
purpose  as  yet to be identified. The corporation issued 3,000,000 shares to an
officer/director  for  $3,000  cash  ($0.001 par value), 3,000,000 shares with a
fair  value  of  $3000.00  for  administrative  services  rendered  by  an      
officer/director  of  the corporation, and 3,000,000 shares with a fair value of
$3000.00  for  financial  consulting services rendered to an unaffiliated party.
RTR  INC  is filing a registration statement on Form 10-SB to make the Company a
reporting  entity  under  the  Securities  Exchange  Act  of  1934.             

SIGNIFICANT  ACCOUNTING  POLICIES                                               

INCOME  TAXES  -  the  Company  accounts  for  income  taxes under the asset and
liability method.  Deferred income taxes and liabilities are determined based on
the  difference  between  the  financial  statement  and tax bases of assets and
liabilities  using enacted tax rates for the period in which the differences are
expected  to  reverse.                                                          

USE  OF  ESTIMATES  IN  FINANCIAL  STATEMENTS  Management  uses  estimates  and 
assumptions in preparing these financial statements in accordance with generally
accepted  accounting  principles.  Those  estimates  and  assumptions affect the
reported  amounts of 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  used.                                   

LOSS PER  SHARE----- Loss per share is computed based upon the net loss for     
the period divided by the weighted average shares outstanding during the period.

NOTE  3  -  INCOME  TAXES                                                       

Deferred  income  taxes  reflect  the  net  tax effects of temporary differences
between  the  carrying amounts of assets and liabilities for financial reporting
purposes  and  the amounts used for income tax purposes.  Significant components
of the Company's deferred income tax assets and liabilities as of April 30, 2002
are  as  follows:                                                               

Tax  benefit  of  Net  Operating  Loss  Carryforward-current     $3,000         
Valuation  allowance                                            ($3,000)        
                                                        --------
Net  Amount  recognized                                          $  -0-         
                                                        --------

In  that  the  valuation  allowance  at  April 30, 2002 relates primarily to tax
assets associated with net operating losses, management's assessment is that the
nature  of future taxable income may not allow the Company to realize theses tax
benefits of the net operating losses within the prescribed carry forward period.
Accordingly,  an  appropriate  valuation  allowance  has  been  made.           

-6- 

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PART III

Item  1:          INDEX  TO  EXHIBITS                                           

Attached  hereto  are  the  exhibits  as  required.                             

Item  2:          DESCRIPTION  OF  EXHIBITS                                     

Exhibit  No.      Description  of  Exhibit                                      
-----------       ----------------------                                        
3.1               Articles  of  Incorporation                                   
3.2               By-Laws                                                       

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EXHIBIT 3.1                                                                     

STATE  OF  DELAWARE                                                             
SECRETARY  OF  STATE                                                            
DIVISION  OF  CORPORATIONS                                                      
FILED  09:00  AM  04/12/2002                                                    
020236428  -  3513541                                                           

CERTIFICATE  OF  INCORPORATION                                                  

FIRST:  The  name  of  this  corporation  shall  be:                            

RTR,  INC.                                                                      

SECOND:  Its registered office in the State of Delaware is to be located at 2711
Centerville Road, Suite 400, in the City of Wilmington, County of New Castle and
its  registered  agent  at  such  address  is  CORPORATION  SERVICE  COMPANY.   

THIRD:  The  purpose  or  purposes  of  the  corporation  shall  be:            
To  engage in any lawful act or activity for which corporations may be organized
under  the  General  Corporation  Law  of  Delaware.                            

FOURTH: The total number of shares of stock which this corporation is authorized
to  issue  is:                                                                  

Ten  Million  (10,000,000)  shares  of  Common  Stock  with a par value of $001.

FIFTH:  The  name  and  address  of  the  incorporator  is  as  follows:        

Lynn  CanneLongo                                                                
Corporation  Service  Company                                                   
2711  Centerville  Road                                                         
Suite  400                                                                      
Wilmington,  Delaware  19808                                                    

SIXTH: The Board of Directors shall have the power to adopt, amend or repeal the
by-laws.                                                                        

SEVENTH:  No  director  shall  be  personally  liable  to the Corporation or its
stockholders  for  monetary  damages  for  any  breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be  liable  to  the  extent  provided  by  applicable law, (i) for breach of the
directors  duty of loyalty to the Corporation or its stockholders, (ii) for acts
or  omissions  not  in  good  faith or which involve intentional misconduct or a
knowing  violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation  Law  or (iv) for any transaction from which the director derived an
improper  personal  benefit.  No  amendment to or repeal of this Article Seventh
shall  apply  to or have any effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts or omissions of such
director  occurring  prior  to  such  amendment.                                

WITNESS  WHEREOF,  the  undersigned, being the incorporator herein before named,
has  executed  signed  and  acknowledged  this certificate of incorporation this
twelfth  April,  AD.  2002,                                                     
/s/ Lynn CanneLongo   
___________________ 
Lynn  CanneLongo    
Incorporator        

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City  of  Wilmington                                                            
County  of  New  Castle                                                         
Dated:  April  12,  2002                                                        

ORGANIZATION ACTION IN WRITING OF INCORPORATOR
OF
 RTR, INC,
(Organized April 12, 2002)

The  following  action  is  taken  this  day  through  this  instrument  by  the
incorporator  of  the  above  corporation:                                      

1.  The  election  of  the  following  person  to  serve  as the director of the
corporation  until  the  first  annual  meeting  of stockholders and until their
successors  are  elected  and  qualified  or  until their earlier resignation or
removal:                                                                        

GEORGE RIGGS
ANDREW ROSS 

/s/  Lynn  CanneLongo         
________________              
Lynn  CanneLongo              
Incorporator                  

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EXHIBIT 3.2                                                                     

BYLAWS
OF
 RTR, INC.
(a Delaware Corporation)

 ARTICLE I
STOCKHOLDERS

     l.  CERTIFICATES REPRESENTING STOCK. Certificates representing stock in the
--------------------------------                              
corporation  shall  be  signed  by,  or  in  the name of, the corporation by the
Chairperson  or  Vice-Chairperson  of  the Board of Directors, if any, or by the
President  or a Vice-President and by the Treasurer or an Assistant Treasurer or
the  Secretary  or  an  Assistant  Secretary  of the corporation. Any or all the
signatures  on  any  such  certificate  may be a facsimile. In case any officer,
transfer  agent,  or  registrar  who has signed or whose facsimile signature has
been  placed  upon  a certificate shall have ceased to be such officer, transfer
agent,  or  registrar before such certificate is issued, it may be issued by the
corporation  with  the same effect as if such person were such officer, transfer
agent,  or  registrar  at  the  date  of  issue.                                

     Whenever  the  corporation shall be authorized to issue more than one class
of  stock  or  more  than  one  series  of  any class of stock, and whenever the
corporation  shall  issue  any  shares  of  its  stock as partly paid stock, the
certificates  representing  shares  of  any  such class or series or of any such
partly  paid  stock  shall  set  forth  thereon the statements prescribed by the
General  Corporation  Law.  Any  restrictions on the transfer or registration of
transfer  of  any  shares  of  stock  of  any  class  or  series  shall be noted
conspicuously  on  the  certificate  representing  such  shares.                

     The  corporation  may  issue  a  new certificate of stock or uncertificated
shares  in  place  of  any certificate theretofore issued by it, alleged to have
been  lost,  stolen,  or  destroyed,  and the Board of Directors may require the
owner  of  the  lost,  stolen,  or  destroyed certificate, or such owner's legal
representative,  to  give  the  corporation  a  bond sufficient to indemnify the
corporation  against  any  claim  that  may be made against it on account of the
alleged  loss,  theft, or destruction of any such certificate or the issuance of
any  such  new  certificate  or  uncertificated  shares.                        

     2.  UNCERTIFICATED SHARES. Subject to any conditions imposed by the General
----------------------                                        
Corporation  Law,  the  Board  of  Directors  of  the corporation may provide by
resolution  or  resolutions  that some or all of any or all classes or series of
the  stock of the corporation shall be uncertifcated shares. Within a reasonable
time  after  the  issuance  or  transfer  of  any                               
                                                                               .

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uncertificated  shares,  the  corporation  shall  send  to  the registered owner
thereof  any  written  notice  prescribed  by  the  General  Corporation  Law.  

3.  FRACTIONAL SHARE INTERESTS. The corporation may, but shall not  
--------------------------                                  
be  required  to,  issue fractions of a share. If the corporation does not issue
fractions  of  a  share,  it shall (1) arrange for the disposition of fractional
interests by those entitled thereto, (2) pay in cash the fair value of fractions
of  a  share  as  of  the time when those entitled to receive such fractions are
determined,  or  (3)  issue  scrip  or  warrants  in  registered  form  (either 
represented by a certificate or uncertificated) or bearer form (represented by a
certificate)  which  shall  entitle  the holder to receive a full share upon the
surrender  of such scrip or warrants aggregating a full share. A certificate for
a  fractional  share  or  an uncertificated fractional share shall, but scrip or
warrants  shall  not  unless  otherwise  provided therein, entitle the holder to
exercise  voting rights, to receive dividends thereon, and to participate in any
of  the  assets  of  the  corporation  in the event of liquidation. The Board of
Directors  may  cause  scrip  or warrants to be issued subject to the conditions
that  they  shall become void if not exchanged for certificates representing the
full shares or uncertificated full shares before a specified date, or subject to
the  conditions that the shares for which scrip or warrants are exchangeable may
be  sold  by the corporation and the proceeds thereof distributed to the holders
of  scrip  or  warrants,  or  subject to any other conditions which the Board of
Directors  may  impose.                                                         

4.  STOCK  TRANSFERS. Upon  compliance  with  provisions      
----------------                                      
restricting the transfer or registration of transfer of shares of stock, if any,
transfers  or  registration  of  transfers of shares of stock of the corporation
shall  be  made  only  on  the stock ledger of the corporation by the registered
holder  thereof,  or by the registered holder's attorney thereunto authorized by
power  of attorney duly executed and filed with the Secretary of the corporation
or  with  a  transfer  agent  or a registrar, if any, and, in the case of shares
represented by certificates, on surrender of the certificate or certificates for
such shares of stock properly endorsed and the payment of all taxes due thereon.

    5. RECORD DATE FOR STOCKHOLDERS. In order that the corporation may
----------------------------                            
determine  the  stockholders  entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, the Board of Directors may fix a record
date,  which  record  date  shall not precede the date upon which the resolution
fixing  the  record  date is adopted by the Board of Directors, and which record
date shall not be more than sixty nor less than ten days before the date of such
meeting.  If  no record date is fixed by the Board of Directors, the record date
for  determining  stockholders  entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on  which  notice is given, or, if notice is waived, at the close of business on
the  day next preceding the day on which the meeting is held. A determination of
stockholders  of  record  entitled  to  notice  of  or  to  vote at a meeting of
stockholders  shall  apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for the adjourned meeting.
In order that the corporation may determine the stockholders entitled to consent
to corporate action in writing without a meeting, the Board of Directors may fix
a  record  date,  which  record  date  shall not precede the date upon which the
resolution  fixing  the  record  date  is adopted by the Board of Directors, and
                                                                               .

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which  date  shall  not  be  more  than  ten  days after the date upon which the
resolution  fixing  the  record date is adopted by the Board of Directors. If no
record  date  has  been  fixed  by  the  Board of Directors, the record date for
determining  the stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required by
the  General  Corporation Law, shall be the first date on which a signed written
consent  setting  forth the action taken or proposed to be taken is delivered to
the  corporation  by delivery to its registered office in the State of Delaware,
its  principal  place  of  business,  or  an officer or agent of the corporation
having  custody of the book in which proceedings of meetings of stockholders are
recorded.  Delivery made to the corporation's registered office shall be by hand
or  by certified or registered mail, return receipt requested. If no record date
has  been  fixed  by  the  Board  of  Directors and prior action by the Board of
Directors  is  required  by  the  General  Corporation  Law, the record date for
determining  stockholders  entitled  to  consent  to corporate action in writing
without  a  meeting  shall  be  at the close of business on the day on which the
Board of Directors adopts the resolution taking such prior action. In order that
the  corporation  may  determine the stockholders entitled to receive payment of
any  dividend  or  other  distribution  or  allotment  of  any  rights  or  the 
stockholders  entitled  to  exercise  any  rights  in  respect  of  any  change,
conversion, or exchange of stock, or for the purpose of any other lawful action,
the  Board  of  Directors  may  fix  a  record date, which record date shall not
precede  the  date  upon which the resolution fixing the record date is adopted,
and which record date shall be not more than sixty days prior to such action. If
no  record  date  is fixed, the record date for determining stockholders for any
such  purpose shall be at the close of business on the day on which the Board of
Directors  adopts  the  resolution  relating  thereto.                          

     6.  MEANING OF  CERTAIN  TERMS. As  used  herein in respect of the right to
---------------------------                                   
notice  of  a  meeting  of stockholders or a waiver thereof or to participate or
vote  thereat  or  to consent or dissent in writing in lieu of a meeting, as the
case  may  be,  the  term  "share" or "shares" or "share of stock" or "shares of
stock"  or  "stockholder"  or  "stockholders"  refers to an outstanding share or
shares  of  stock  and to a holder or holders of record of outstanding shares of
stock  when  the  corporation is authorized to issue only one class of shares of
stock,  and  said reference is also intended to include any outstanding share or
shares  of  stock  and  any holder or holders of record of outstanding shares of
stock  of  any  class  upon  which or upon whom the certificate of incorporation
confers  such  rights where there are two or more classes or series of shares of
stock or upon which or upon whom the General Corporation Law confers such rights
notwithstanding  that the certificate of incorporation may provide for more than
one  class  or  series  of  shares of stock, one or more of which are limited or
denied  such rights thereunder; provided, however, that no such right shall vest
in  the event of an increase or a decrease in the authorized number of shares of
stock  of  any class or series which is otherwise denied voting rights under the
provisions  of  the certificate of incorporation, except as any provision of law
may  otherwise  require.                                                        

7.  STOCKHOLDER  MEETINGS.                                          
---------------------                                       
    -  TIME. The annual meeting shall be held on the date and at the time fixed,
----                                                              
from  time  to  time,  by the directors, provided, that the first annual meeting
shall  be  held  on  a  date                                                    

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within  thirteen  months  after  the  organization  of the corporation, and each
successive  annual  meeting shall be held on a date within thirteen months after
the date of the preceding annual meeting.     A special meeting shall be held on
the  date  and  at  the  time  fixed  by  the  directors.                       

    -  PLACE. Annual  meetings and special meetings shall be held at such place,
-----                                                             
within  or  without  the  State  of Delaware, as the directors may, from time to
time,  fix.  Whenever  the  directors  shall fail to fix such place, the meeting
shall  be  held  at  the  registered  office  of the corporation in the State of
Delaware.                                                                       
    -  CALL. Annual meetings and special meetings may be called by the directors
----                                                              
or  by  any  officer  instructed  by  the  directors  to  call  the  meeting.   

  - NOTICE OR WAIVER OF NOTICE. Written notice of all meetings shall be given,
--------------------------                                            
stating  the  place,  date, and hour of the meeting and stating the place within
the city or other municipality or community at which the list of stockholders of
the  corporation  may  be  examined. The notice of an annual meeting shall state
that the meeting is called for the election of directors and for the transaction
of  other business which may properly come before the meeting, and shall (if any
other  action  which  could be taken at a special meeting is to be taken at such
annual  meeting)  state the purpose or purposes. The notice of a special meeting
shall  in  all  instances state the purpose or purposes for which the meeting is
called.  The notice of any meeting shall also include, or be accompanied by, any
additional  statements,  information,  or  documents  prescribed  by the General
Corporation  Law. Except as otherwise provided by the General Corporation Law, a
copy  of  the  notice of any meeting shall be given, personally or by snail, not
less  than  ten  days  nor  more than sixty days before the date of the meeting,
unless  the  lapse  of the prescribed period of time shall have been waived, and
directed  to  each  stockholder  at such stockholder's record address or at such
other address which such stockholder may have furnished by request in writing to
the  Secretary  of  the  corporation. Notice by mail shall be deemed to be given
when  deposited,  with  postage thereon prepaid, in the United States Mail. If a
meeting is adjourned to another time, not more than thirty days hence, and/or to
another place, and if an announcement of the adjourned time and/or place is made
at  the  meeting,  it  shall  not  be  necessary to give notice of the adjourned
meeting  unless  the directors, after adjournment, fix a new record date for the
adjourned  meeting.  Notice  need  not be given to any stockholder who submits a
written  waiver  of  notice  signed by such stockholder before or after the time
stated  therein.  Attendance of a stockholder at a meeting of stockholders shall
constitute  a  waiver  of  notice  of  such meeting, except when the stockholder
attends  the  meeting  for the express purpose of objecting, at the beginning of
the  meeting,  to  the  transaction  of  any business because the meeting is not
lawfully  called  or convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the stockholders need be specified
in  any  written  waiver  of  notice.                                           

     -  STOCKHOLDER LIST. The  officer who has charge of the stock ledger of the
----------------                                                
corporation  shall  prepare and snake, at least ten days before every meeting of
stockholders,  a  complete  list  of  the stockholders, arranged in alphabetical
order,  and  showing  the  address  of each stockholder and the number of shares
registered  in  the  name  of  each  stockholder.  Such  list  shall            

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be  open  to  the examination of any stockholder, for any purpose germane to the
meeting, during ordinary business hours, for a period of at least ten days prior
to  the  meeting,  either  at  a  place within the city or other municipality or
community where the meeting is to be held, which place shall be specified in the
notice of the meeting, or if not so specified, at the place where the meeting is
to  be  held.  The list shall also be produced and kept at the time and place of
the  meeting  during  the  whole  time  thereof,  and  may  be  inspected by any
stockholder  who  is  present. The stock ledger shall be the only evidence as to
who are the stockholders entitled to examine the stock ledger, the list required
by  this  section  or the books of the corporation, or to vote at any meeting of
stockholders.                                                                   

-  CONDUCT  OF  MEETING. Meetings  of the stockholders    
--------------------                                
shall  be  presided  over  by  one  of  the  following  officers in the order of
seniority  and if present and acting - the Chairperson of the Board, if any, the
Vice-Chairperson  of  the Board, if any, the President, a Vice-President, or, if
none  of  the foregoing is in office and present and acting, by a chairperson to
be  chosen  by  the  stockholders.  The Secretary of the corporation, or in such
Secretary's  absence,  an  Assistant  Secretary, shall act as secretary of every
meeting,  but if neither the Secretary nor an Assistant Secretary is present the
chairperson  of  the  meeting  shall  appoint  a  secretary  of  the  meeting.  

-  PROXY  REPRESENTATION. Every  stockholder  may       
---------------------                             
authorize  another person or persons to act for such stockholder by proxy in all
matters  in  which  a stockholder is entitled to participate, whether by waiving
notice  of  any  meeting,  voting  or  participating at a meeting, or expressing
consent  or  dissent  without  a  meeting.  Every  proxy  must  be signed by the
stockholder  or  by such stockholder's attorney-in-fact. No proxy shall be voted
or  acted  upon after three years from its date unless such proxy provides for a
longer  period.  A duly executed proxy shall be irrevocable if it states that it
is  irrevocable  and,  if,  and  only as long as, it is coupled with an interest
sufficient  in  law  to  support  an  irrevocable  power.  A  proxy  may be made
irrevocable  regardless  of  whether the interest with which it is coupled is an
interest  in  the  stock  itself  or  an  interest in the corporation generally.

         -  INSPECTORS. The directors, in advance of any meeting, may, but
----------                                        
need  not,  appoint  one or more inspectors of election to act at the meeting or
any  adjournment  thereof.  If an inspector or inspectors are not appointed, the
person  presiding  at  the  meeting  may,  but  need  not,  appoint  one or more
inspectors.  In  case  any  person who may be appointed as an inspector fails to
appear or act, the vacancy may be filled by appointment made by the directors in
advance  of  the meeting or at the meeting by the person presiding thereat. Each
inspector,  if  any,  before entering upon the discharge of duties of inspector,
shall  take  and  sign  an oath faithfully to execute the duties of inspector at
such  meeting  with  strict  impartiality  and  according  to  the  best of such
inspector's  ability.  The  inspectors,  if  any,  shall determine the number of
shares  of  stock  outstanding and the voting power of each, the shares of stock
represented  at  the meeting, the existence of a quorum, the validity and effect
of  proxies,  and  shall receive votes, ballots, or consents, hear and determine
all challenges and questions arising in connection with the right to vote, count
and  tabulate all votes, ballots, or consents, determine the result, and do such
acts  as  are  proper  to  conduct  the  election  or  vote with fairness to all
stockholders.  On  request  of  the                                             

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person presiding at the meeting, the inspector or inspectors, if any, shall make
a  report  in  writing  of any challenge, question, or matter determined by such
inspector  or  inspectors  and  execute  a certificate of any fact found by such
inspector  or  inspectors. Except as may otherwise be required by subsection (e)
of  Section  231  of the General Corporation Law, the provisions of that Section
shall  not  apply  to  the  corporation.                                        

    - QUORUM. The holders of a majority of the outstanding shares of stock shall
------                                                              
constitute  a  quorum  at  a  meeting of stockholders for the transaction of any
business.  The  stockholders present may adjourn the meeting despite the absence
of  a  quorum.                                                                  

     -  VOTING.     Each  share of stock shall entitle the holder thereof to one
------                                                          
vote.  Directors  shall  be  elected  by  a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Any other action shall be authorized by a majority of
the  votes  cast except where the General Corporation Law prescribes a different
percentage  of  votes and/or a different exercise of voting power, and except as
may  be  otherwise  prescribed  by  the  provisions  of  the  certificate  of   
incorporation  and these Bylaws. In the election of directors, and for any other
action,  voting  need  not  be  by  ballot.                                     

     8.  STOCKHOLDER ACTION  WITHOUT  MEETINGS. Except  as  any provision of the
--------------------------------------                        
General  Corporation  Law  may  otherwise  require,  any  action required by the
General  Corporation  Law  to  be  taken  at  any  annual  or special meeting of
stockholders,  or any action which may be taken at any annual or special meeting
of  stockholders,  may,  be  taken  without  a meeting, without prior notice and
without  a  vote,  if  a  consent in writing, setting forth the action so taken,
shall  be  signed  by  the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at  a  meeting  at  which  all  shares entitled to vote thereon were present and
voted.  Prompt notice of the taking of the corporate action without a meeting by
less  than  unanimous  written  consent shall be given to those stockholders who
have  not consented in writing. Action taken pursuant to this paragraph shall be
subject  to  the  provisions  of  Section  228  of  the General Corporation Law.

ARTICLE II

DIRECTORS 

     1.  FUNCTIONS AND  DEFINITION. The  business and affairs of the corporation
--------------------------                                    
shall  be  managed  by  or  under the direction of the Board of Directors of the
corporation.  The  Board  of  Directors  shall  have  the  authority  to fix the
compensation  of the members thereof. The use of the phrase "whole board" herein
refers  to  the  total  number  of directors which the corporation would have if
there  were  no  vacancies.                                                     

     2.  QUALIFICATIONS  AND  NUMBER. A director  need  not  be a stockholder, a
---------------------------                                   
citizen  of  the  United  States,  or  a  resident of the State of Delaware. The
initial  Board  of Directors shall consist of two persons. Thereafter the number
of  directors constituting the whole board shall be at least one. Subject to the
foregoing  limitation  and  except  for  the  first                             

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Board  of Directors, such number may be fixed from time to time by action of the
stockholders  or  of  the  directors, or, if the number is not fixed, the number
shall be. The number of directors may be increased or decreased by action of the
stockholders  or  of  the  directors.                                           

3.  ELECTION  AND  TERM. The first Board of Directors,              
-------------------                                         
unless  the  members  thereof  shall  have  been  named  in  the  certificate of
incorporation,  shall  be elected by the incorporator or incorporators and shall
hold  office  until  the  first  annual  meeting of stockholders and until their
successors  are  elected  and  qualified  or  until their earlier resignation or
removal.  Any  director  may  resign  at  any  time  upon  written notice to the
corporation.  Thereafter,  directors  who  are  elected  at an annual meeting of
stockholders, and directors who are elected in the interim to fill vacancies and
newly  created directorships, shall hold office until the next annual meeting of
stockholders and until their successors are elected and qualified or until their
earlier  resignation  or  removal.  Except  as  the  General Corporation Law may
otherwise  require, in the interim between annual meetings of stockholders or of
special meetings of stockholders called for the election of directors and/or for
the  removal of one or more directors and for the filling of any vacancy in that
connection,  newly  created  directorships  and  any  vacancies  in the Board of
Directors,  including unfilled vacancies resulting from the removal of directors
for  cause  or  without  cause,  may  be filled by the vote of a majority of the
remaining  directors then in office, although less than a quorum, or by the sole
remaining  director.                                                            

4.  MEETINGS.                                                           
---------                                                       
     - TIME. Meetings  shall be held at such time as the Board shall fix, except
----                                                              
that  the first meeting of a newly elected Board shall be held as soon after its
election  as  the  directors  may  conveniently  assemble.                      

    - PLACE. Meetings shall be held at such place within or without the State of
-----                                                               
Delaware  as  shall  be  fixed  by  the  Board.                                 

-  CALL.  No  call  shall  be  required  for  regular                 
----                                                            
meetings  for  which the time and place have been fixed. Special meetings may be
called  by  or  at  the  direction  of the Chairperson of the Board, if any, the
Vice-Chairperson of the Board, if any, of the President, or of a majority of the
directors  in  office.                                                          

     -  NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. No notice shall be required for
----------------------------------------                        
regular meetings for which the time and place have been fixed. Written, oral, or
any  other  mode  of  notice  of  the  time and place shall be given for special
meetings  in  sufficient  time  for  the  convenient  assembly  of the directors
thereat.  Notice  need  not  be  given  to  any  director  or to any member of a
committee  of  directors  who  submits a written waiver of notice signed by such
director  or  member  before or after the time stated therein. Attendance of any
such  person  at a meeting- shall constitute a waiver of notice of such meeting,
except  when such person attends a meeting for the express purpose of objecting,
at  the beginning of the meeting, to the transaction of any business because the
meeting  is  not lawfully called or convened. Neither the business to Directors,
such  number  may be fixed from time to time by action of the stockholders or of
the  directors, or, if the number is not fixed, the number shall be . The number
of  directors  may be increased or decreased by action of the stockholders or of
the  directors.                                                                 

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be  transacted  at,  nor  the  purpose of, any regular or special meeting of the
directors  need  be  specified  in  any  written  waiver  of  notice.           

-  QUORUM  AND  ACTION. A  majority  of the whole Board         
-------------------                                       
shall  constitute  a  quorum  except  when  a vacancy or vacancies prevents such
majority,  whereupon  a  majority  of the directors in office shall constitute a
quorum,  provided, that such majority shall constitute at least one-third of the
whole  Board.  A  majority  of the directors present, whether or not a quorum is
present,  may  adjourn  a  meeting  to  another time and place. Except as herein
otherwise  provided, and except as otherwise provided by the General Corporation
Law,  the  vote of the majority of the directors present at a meeting at which a
quorum  is  present  shall  be  the  act  of  the  Board.  The quorum and voting
provisions  herein  stated  shall  not  be  construed  as  conflicting  with any
provisions  of  the  General  Corporation  Law  and  these Bylaws which govern a
meeting  of  directors held to fill vacancies and newly created directorships in
the  Board  or  action  of  disinterested  directors.                           

                           Any member or members of the Board of Directors or of
any  committee  designated  by  the  Board,  may participate in a meeting of the
Board,  or  any  such  committee,  as  the  case  may be, by means of conference
telephone  or  similar  communications  equipment  by means of which all persons
participating  in  the  meeting  can  hear  each  other.                        

-  CHAIRPERSON  OF THE MEETING.  The Chairperson of the   
---------------------------                         
Board,  if  any  and  if  present  and  acting,  shall  preside at all meetings.
Otherwise,  the Vice-Chairperson of the Board, if any and if present and acting,
or  the  President,  if  present and acting, or any other director chosen by the
Board,  shall  preside.                                                         

5.  REMOVAL  OF  DIRECTORS.  Except as may otherwise be 
----------------------                          
provided  by  the  General  Corporation Law, any director or the entire Board of
Directors may be removed, with or without cause, by the holders of a majority of
the  shares  then  entitled  to  vote  at  an  election  of  directors.         

         6.  COMMITTEES. The Board of Directors may designate  one  or  more
----------                                        
committees,  each  committee  to  consist of one or more of the directors of the
corporation.  The Board may designate one or more directors as alternate members
of  any  committee,  who  may  replace  any absent or disqualified member at any
meeting  of  the  committee. In the absence or disqualification of any member of
any  such  committee or committees, the member or members thereof present at any
meeting  and not disqualified from voting, whether or not such member or members
constitute  a  quorum,  may  unanimously  appoint another member of the Board of
Directors  to act at the meeting in the place of any such absent or disqualified
member.  Any  such  committee,  to  the extent provided in the resolution of the
Board,  shall have and may exercise all the powers and authority of the Board of
Directors  in the management of the business and affairs of the corporation with
the exception of any power or authority the delegation of which is prohibited by
Section  141  of  the General Corporation Law, and may authorize the seal of the
corporation  to  be  affixed  to  all  papers  which  may  require  it.         

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     7.  WRITTEN ACTION. Any  action  required  or  permitted to be taken at any
---------------                                               
meeting  of the Board of Directors or any committee thereof may be taken without
a  meeting if all members of the Board or committee, as the case may be, consent
thereto  in  writing,  and the writing or writings are filed with the minutes of
proceedings  of  the  Board  or  committee.                                     

ARTICLE III 

OFFICERS

     The  officers of the corporation shall consist of a President, a Secretary,
a  Treasurer,  and, if deemed necessary, expedient, or desirable by the Board of
Directors,  a  Chairperson  of  the  Board,  a Vice-Chairperson of the Board, an
Executive  Vice-President,  one  or  more  other  Vice-Presidents,  one  or more
Assistant Secretaries, one or more Assistant Treasurers, and such other officers
with such titles as the resolution of the Board of Directors choosing them shall
designate. Except as may otherwise be provided in the resolution of the Board of
Directors  choosing  such  officer,  no  officer  other  than the Chairperson or
Vice-Chairperson of the Board, if any, need be a director. Any number of offices
may  be  held  by  the  same  person,  as  the  directors  may  determine.      

     Unless  otherwise  provided  in  the resolution choosing such officer, each
officer shall be chosen for a term which shall continue until the meeting of the
Board  of  Directors following the next annual meeting of stockholders and until
such  officer's  successor  shall  have  been  chosen  and  qualified.          

     All  officers of the corporation shall have such authority and perform such
duties in the management and operation of the corporation as shall be prescribed
in  the  resolutions  of  the  Board  of Directors designating and choosing such
officers  and  prescribing  their  authority  and  duties,  and  shall have such
additional  authority  and  duties as are incident to their office except to the
extent  that such resolutions may be inconsistent therewith. The Secretary or an
Assistant  Secretary  of  the corporation shall record all of the proceedings of
all  meetings  and actions in writing of stockholders, directors, and committees
of  directors,  and  shall  exercise  such additional authority and perform such
additional  duties  as  the  Board  shall  assign to such Secretary or Assistant
Secretary.  Any  officer  may be removed, with or without cause, by the Board of
Directors.  Any  vacancy  in any office may be filled by the Board of Directors.

10SB12G Last Page of 29 TOC 1st Previous Next ↓Bottom Just 29th
ARTICLE IV
----------- 
CORPORATE SEAL
--------------

The  corporate  seal  shall  be  in  such  form  as the Board of Directors shall
prescribe.                                                                      

 ARTICLE V
----------
FISCAL YEAR 
----------- 

The  fiscal  year  of  the  corporation  shall be fixed, and shall be subject to
change,  by  the  Board  of  Directors.                                         

ARTICLE VI
----------
 CONTROL OVER BYLAWS
 -------------------
     Subject  to  the  provisions  of  the  certificate of incorporation and the
provisions  of the General Corporation Law, the power to amend, alter, or repeal
these  Bylaws and to adopt new Bylaws may be exercised by the Board of Directors
or  by  the  stockholders.                                                      

     I  HEREBY  CERTIFY  that the foregoing is a full, true, and correct copy of
the  Bylaws  of  RTR,  INC.  ,  a Delaware corporation, as in effect on the date
hereof.                                                                         

Dated:     April  17,  2002                                                     

     /s/
                                 _______________________________
                           Secretary  of  RTR,  Inc.

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Dates Referenced Herein

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This ‘10SB12G’ Filing	Date	First	Last	Other Filings

Filed on:	7/22/02			None on these Dates
	7/17/02	1
	7/10/02	11
	6/16/02	7
	5/29/02	5
	4/30/02	9	16
	4/17/02	29
	4/16/02	13	15
	4/12/02	3	19
	4/30/01	11
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Filing Submission 0001144204-02-000492 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

RTR Inc – ‘10SB12G’ on 7/22/02

On: Monday, 7/22/02, at 2:47pm ET · Accession #: 1144204-2-492 · File #: 0-49932

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Registration of Securities of a Small-Business Issuer — Form 10-SBFiling Table of Contents

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Dates Referenced Herein

Registration of Securities of a Small-Business Issuer — Form 10-SB
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