HEMC - .30 x 1.00
All Officers and Directors as a Group own 7,368,650 74.72% of the O/S. Total O/S = 9,643,502.
0.30 5000 OBB 12:46:08
0.25 7125 OBB 01/26
In April 1991 the Company ceased operations, liquidated the remaining assets and the proceeds were used to pay off the remaining trade debt of the Company. The State of Minnesota involuntarily dissolved the Company effective July 29, 1996. On February 16, 2005 the State of Minnesota reinstated the Company in good standing.
In January 2005, Robert Geller, John Ferris and Clifton Sherwood resigned as officers and directors of the Company. The remaining Board members, consisting of Allen Goldstone and Sanford Schwartz, appointed two new directors, Michael Friess and John Venette. The Board then appointed Michael Friess as President and CEO of the Company and also appointed John Venette as Secretary, Treasurer and Chief Financial Officer of the Company. The Company has opted to become a "blank check" company and to further engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On April 7, 2005, a group of four individuals, (Allen Goldstone, Sanford Schwartz, Michael Friess and Dave Lilja), contributed $16,000 as paid in capital to the Company to pay for the costs of current accounting and filings with the Securities and Exchange Commission, so as to reactivate the Company as a reporting company. In consideration for the capital contribution(s), the Company issued 7,000,000 shares of its common stock.
Pursuant to the Articles of Incorporation as amended, the Company is authorized to issue 800,000,000 common shares with a par value of $.01. Each holder of the common stock shall be entitled to one vote for each share of common stock held. As of June 30, 2005, there are 9,643,502 shares of common stock outstanding.
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Since April 1, 1991, the Company has not engaged in any operations and has been dormant. As such, the Company may presently be defined as a "shell" company, which sole purpose at this time is to locate and consummate a merger or acquisition with a private entity.
The Company has opted to resume the filing of reporting documentation in an effort to maximize shareholder value. The best use and primary attraction of the Company as a merger partner or acquisition vehicle will be its status as a reporting public company. Any business combination or transaction may potentially result in a significant issuance of shares and substantial dilution to present stockholders of the Company.
The proposed business activities described herein classify the Company as a "blank check" company. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any offering of the Company's securities, either debt or equity, until such time as the Company has successfully implemented its business plan described herein.
AI
