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
GLOBAL MEDIA CORPORATION
(Name of Small Business Issuer in its Charter)
Nevada 91-1842480
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
83 Victoria Crescent
Nanaimo, BC, Canada V9R 5B9
(Address of principal executive offices) (Zip Code)
Issuer's telephone number: (250) 716-0500
SECURITIES TO BE REGISTERED UNDER SECTION 12(b) OF THE ACT:
None
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class to be registered
Common Stock OTC Electronic Bulletin Board
Total Number of Pages:
Index to Exhibits Appears on Page: 21 Page: 1
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Except for the historical information contained herein, the matters set
forth in this registration statement are forward looking statements within
the meaning of the "safe harbour" provisions of the Private Securities
Litigation Reform Act of 1995. These forward looking statements are
subject to risk and uncertainties that may cause actual results to differ
materially. These forward looking statements speak only as of the date
hereof and the Company disclaims any intent or obligation to update these
forward looking statements.
PART I
ITEM 1. DESCRIPTION OF BUSINESS
(a) BUSINESS DEVELOPMENT
Global Media Corp. (the "Company") was incorporated on April 8, 1997,
pursuant to the laws of the State of Nevada for the purpose of acquiring
and developing profitable communications projects to increase shareholder
wealth. On May 20, 1997, the Company acquired one hundred percent of the
shares of the satellite service provider Westcoast Wireless Cable Ltd., a
British Columbia corporation ("Westcoast"). The shareholder of Westcoast,
Michael Metcalfe, received 8,000,000 shares of the Company and U.S.
$100,000.00. In exchange the Company received all of the common stock of
Westcoast. Subsequent to its organization, the Company has raised $548,165.00
from investors in private transactions exempted from the registration
provisions of the Securities Act of 1933, in reliance upon Regulation D,
Rule 504 (see Item 10, Recent Sales of Unregistered Securities). The
Company, including its subsidiary, employs 22 people full time.
Westcoast Wireless Cable Ltd.
____________________________
Michael Metcalfe was the founder, sole director and owner of Westcoast
Wireless Cable Ltd. The Company was organized as a British Columbia
corporation in May 1994 for the purpose of selling direct-to-home satellite
hardware and programming services primarily in Western Canada. Westcoast
Wireless Cable Ltd. has approximately 3,000 customers with over $3.9
million in sales since inception with the growth of approximately 100 new
customers a month. The approximate amount of sales for the fiscal year
ended July 31, 1997 was $1,618,000.
On September 19, 1997, a contract was entered into among Westcoast Wireless
Cable Ltd. and Express Serve Inc. to install Express Vu satellite systems
in certain areas of the lower mainland of Vancouver, Canada as well as on
Vancouver Island.
Prior to Express Vu's contract, Westcoast sold satellite hardware and
programming services including Cancom programming. Cancom is one of
Canada's largest providers of licensed Canadian content satellite
programming. This represented the focus of the Company since inception.
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(b) BUSINESS OF THE ISSUER
Global Media Corp. is a high tech information and communications
corporation. It is in the business of acquiring and developing profitable
communications projects to increase shareholder wealth. The Corporation
has recently acquired the business of Westcoast Wireless Cable which is in
the business of selling direct-to-home satellite hardware and programming
services in Western Canada.
Westcoast Wireless Cable
________________________
Westcoast Wireless Cable Ltd. (Westcoast) is in the business of selling
direct to home satellite equipment, installation, programming and
warranties in the western Canadian cable market. Westcoast is a value
added reseller of direct-to-home satellite hardware and programming
services. The two main product lines are the Express Vu and Star Choice
systems. Use of these systems requires consumers to purchase hardware such
as a satellite dish and a translator apparatus and programming packages
which are sold on an annual subscription basis, usually accompanied by an
installation contract. Westcoast also sells extended warranty and service
contracts.
Westcoast was recently selected as a distributor for Express Vu and Star
Choice, Canadian Radio and Television Commission ("CRTC") approved Canadian
satellite programming services. Westcoast has signed distribution
contracts with both services. Westcoast has also secured the rights to
install Express Vu satellite systems in certain areas of the lower mainland
of Vancouver, Canada as well as on Vancouver Island. These areas represent
a population base of approximately 1.6 million individuals and over 450,000
homes. There are less than five other companies with similar licenses,
none of which have as large a geographic area as Westcoast.
Products are warehoused and distributed from the Company's offices in
Aldergrove, BC, Canada. Sales and installation teams are coordinated from
the Nanaimo office. Westcoast's hardware is acquired locally through
Beamscope Communications, ("Beamscope") the national Canadian distributor
of all Express Vu products. Beamscope is a large wholesale to retail
supplier of IBM, Compaq and NEC hardware as well as various software
products. Westcoast has been dealing with Beamscope for over one year. In
its relationship with Beamscope, Westcoast has not encountered equipment
shortages or credit problems. Computerized inventory systems have ensured
sufficient hardware stock consistently.
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Marketing is currently via standard tele-marketing to book sales
appointments and by the use of flyers and print advertising. The Company
also has a site on the Internet's World Wide Web. Westcoast has been
approached by distributors of satellite services to assist in co-op
advertising and marketing.
Global Media Corp.
___________________________
Global Media Corp. is building and plans to operate a 100 station call
center in Nanaimo Canada. Using a network of servers, Internet lines,
computers, phones and contact management software, the call center is
envisioned to operate as a completely Internet-integrated call center. The
Company plans to integrate Internet and telephone communication,
simultaneously providing real-time online customer service and information
dissemination as well as traditional, phone based, call center services.
Global Media Corp.s' call center is planned to manage and track thousands
of daily inbound and outbound calls as well as facsimiles, e-mail and live,
real time Internet discussions. The existing infrastructure also allows
the center to be easily expanded to include real time video and audio
communication over the Internet. Management believes that as band-width
increases and compression technology improves, this will be the next form
of online customer service. Global Media Corp. will generate revenue by
contracting out the services of its call center to other Global Media
subsidiaries as well as companies in various industries who use
tele-marketing and telephone based customer services on either a complete
out-source or an over-flow basis.
The center is planned to handle large volumes of both inbound and outbound
calls as well as inbound and outbound information over the Internet. The
call center is planned to service a wide variety of businesses requiring
the management and dissemination of information over a wide geographic area
over multiple mediums. Some of these may include overflow toll-free order
taking or information dissemination, tele-marketing of goods and services,
telephone campaigns for charitable or for-profit endeavors. Subscribers
pay based on a flat fee, by commission, or per hour for use of these
services.
Global Media began customizing its contact management software and
developing its contact database in July 1997. The first stage of
development, allowing the Company to begin operations with up to 20
stations was, completed in September 1997.
(c) INDUSTRY OVERVIEW AND COMPETITION
Westcoast Wireless Cable
________________________
Televisions are presently in the vast majority of Canadian homes; no trend
seems to be present today which could negatively affect this. The
potential market for Westcoast's products and services is close to the
number of households in British Columbia --
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approximately 1.6 million. The introduction of personal satellite cable
systems such as those sold and serviced by Westcoast represent the only
alternative delivery medium (to wired cable) of certain television
stations. Based on the results of the introduction of similar systems into
the United States, Westcoast believes that the sales of personal satellite
cable systems will continue to gain in popularity over the next two years.
Management believes a significant opportunity exists in the commercial sale
of such systems to large, multi-unit dwellings such as apartment and
condominium buildings. These type of sales provide larger initial hardware
and continuous revenue streams from all units which subscribe. A portion
of this revenue goes to the building owner providing them with an incentive
to choose Westcoast. Westcoast will seek a significant position in this
market as more personal and commercial residences convert from analog to
digital receiving of television signals.
There are many other distributors of these products and services.
Westcoast also competes for the public's monthly expenditures on such
entertainment opportunities as movie theaters, sporting events and other
recreational time endeavors. Westcoast cannot estimate how these competing
industries may grow and to what extent such growth would decrease
Westcoast's revenue.
As manufacturers attempt to increase both dealer and consumer participation
in the Canadian direct to home market, prices are dropping and gross
margins are increasing. This is allowing for faster market penetration and
growth.
Global Media Corp. Call Center
___________________________
With the Internet increasingly becoming the first medium of interaction
between the consumer and corporations, customer service and interaction
will also need to be carried out through this medium. The phone however
continues to provide the most powerful, direct method of connecting to
geographically dispersed individuals on a one-to-one basis.
There are many call centers across North America providing inbound and
outbound services for various industries. Global Media Corp. also will
compete for corporate promotion budgets in such areas as direct mail and
print advertising.
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(d) RESEARCH AND DEVELOPMENT
Global Media Corp. Call Center
___________________________
The Company has plans to build and operate a 100 station call center in
Nanaimo, BC, Canada. Using a network of servers, Internet lines,
computers, phones and contact management software, the center is designed
to operate as a completely Internet integrated call center. The call
center is planned to be capable of simultaneously providing real time
online customer service and information as well as traditional, phone
based, call center services. Research and development will be ongoing to
ensure that the Company continues to be able to offer state of the art,
Internet integrated call center services. Management estimates that an
additional $250,000 will be required over the next twelve months. The
Company may seek to obtain this financing through a registered or exempt
securities offering or through debt financing if favorable terms may be
obtained.
(e) REGULATORY BACKGROUND
The Canadian Radio Telecommunications Corporation (CRTC) regulates the
distribution of programming to the Canadian Television market. Westcoast
Wireless Cable's Express Vu and Star Choice products are fully CRTC
approved and licensed. The radio and communications act mandates that
these two services are the only services of their type that can be sold
presently in Canada.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
(a) RESULTS OF OPERATIONS
The Company currently derives its revenue principally from hardware and
programming sales of its personal cable satellite systems. As satellite
penetration into the Canadian market continues to grow, the market
opportunities for the Company will continue to expand. This growth will
also attract many potential new competitors. In order to maintain sales
growth, the Company has been expanding its tele-marketing efforts, as well
as researching and developing other projects that will utilize its new
facilities and expertise.
(b) STATEMENT OF EARNINGS DATA
For Year Ended
July 31, 1997 July 31, 1996
Sales 1,617,528 1,745,061
Gross Margin 260,689 446,702
Net Income (108,999) 35,886
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Balance Sheet Data
For Year Ended
July 31, 1997 July 31, 1996
Current Assets 274,892 177,092
Capital Assets 20,566 11,420
_______ _______
Total Assets 295,458 188,512
Current Liabilities 208,863 174,433
Deferred Revenue 12,062 0
_______ _______
Total Liabilities 220,925 174,433
The Company's revenue decreased 7.3% to $1,617,528 for the year ended July
31, 1997 compared to $1,745,061 for the year ended July 31, 1996. The
decline was primarily due to a decrease in prices in the satellite
hardware, which averaged 25%. More units were sold in fiscal 1997 than in
fiscal 1996. Gross margin also decreased to $260,689 for the year ended
July 31, 1997 from $446,702 for the year ended July 31, 1996. This was
again due to decreases in retail prices which were not completely offset by
increases in unit sales. Gross margin as a percentage of sales also
decreased to 16.1% for the year ended July 31, 1997 from 25.6% for the year
ended July 31, 1996. This was also due to a decrease in retail prices.
Selling and general administrative expense decreased 7.7% to $369,688
(22.9% of sales) for the year ended July 31, 1997 from $400,462 (22.9% of
sales) for the year ended July 31, 1996. The dollar value decrease was due
to increased internal efficiencies.
(c) LIQUIDITY AND CAPITAL RESOURCES
Year Ended July 31, 1997
Global Media occupies 5,717 square feet of commercial space at 83 Victoria
Crescent, Nanaimo, British Columbia, Canada. Global Media leases the space
for a term of five years with an option to renew for two additional terms
of five years. The Nanaimo lease began on October 1, 1997. Global Media
also occupies 1,800 square feet of commercial space at Unit No. 29 337 -
262 St., Aldergrove, British Columbia, Canada. Global leases this space on
a month to month term. Total monthly rent is currently averaging $841.
This lease began on October 1, 1996.
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Global Medial initially relied on advances from shareholders and cash
generated from operations to meet its working capital requirements. As the
Company established its creditworthiness it was able to increase inventory
using lines of credit and can additionally offer consumer lines of credit
through the National Bank of Canada.
The Company expects to meet its short-term cash requirements through cash
generated from operations and its long-term cash requirements through
equity financing.
The cashflow from operations for the year ended July 31, 1997 was a net
outflow of $68,378 including a net loss of ($108,999), a net decrease in
accounts receivable of $47,116, a net decrease in inventory and prepaid
expenses of $20,832 and a net payout of accounts payable and other
liabilities of $43,446. Deferred revenue increased by $12,162. Net income
was negative primarily due to increased expenses related to SEC filing
costs and costs related to incorporation, legal fees and organizational
overhead. Rent also increased significantly due to expansion of Westcoast
Wireless Cable and setup of operations for Global Media's planned for call
center. The net cash generated by changes in non-cash operating working
capital was a cash inflow of $36,664.
For the year ended July 31, 1997, net cash generated from investing
activities was $5,097. The main source of this cash was a collection of a
loan receivable in the amount of $18,306. Purchase of capital assets
totaled $13,209 and mainly consisted of new computer equipment and
software.
Net cash provided by financing activities was $169,068 for the year ended
July 31, 1997. The major source of financing was the sale of share
subscriptions of $283,700 which was offset by dividend payments of
$114,632.
Major investments in research and development of new businesses have been
made since the year ended July 31, 1997. New computer equipment and
software has been purchased for development of the Global Media call
center, now located at Global Media's Victoria Crescent offices.
Management expects this to be a major source of revenue for the Company.
Global Media will seek a unique market niche in the expanding call center
industry by being on the leading edge of computer, telephone and Internet
integration.
Year Ended July 31, 1996
The cash flow from operations for the year ended July 31, 1996 were $45,256
including a net income of $35,886 and amortization of $1,917. The net cash
provided by changes in non-cash operating working capital was $7,453.
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For the year ended July 31, 1996, net cash used for investing activities
was $28,024. This included the purchase of capital assets, $9,652 (mainly
consisting of purchases of office furniture and equipment and computer
equipment) and the creation of a loan receivable of $18,372 to a shareholder.
Net cash used in financing activities was $6,318 for the year ended
July 31, 1996. The major use of financing was a decrease in bank
indebtedness.
(d) IMPACT OF INFLATION
The Company believes that inflation has not had a material affect on its
past business.
ITEM 3. DESCRIPTION OF PROPERTY
Global Media occupies 5,717 square feet of commercial space at 83 Victoria
Crescent, Nanaimo, British Columbia. This facility houses all of Global
Media Communications, operations including the call center and
administration.
The terms of the Victoria Crescent commercial lease are as follows. Global
Media leases the space for a term of five years with an annual rent of
$32,669. Global Media has an option to renew this lease for two additional
terms of five years. The lease started on October 1, 1997.
Global Media also occupies 1,800 square feet of commercial space at Unit
No. 29 3347-262 St., Aldergrove, British Columbia. This facility houses
all of Westcoast Wireless warehousing of equipment and administration.
The terms of the 262 St. commercial lease area as follows. Global Media
leases the space on a month to month term. Monthly rent is $841.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Owner Class
Common Stock Michael Metcalfe 16,130,000 (1) 80.7%
29-3347 262nd Street
Aldergrove, BC
Canada V4W 2X2
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(1) This amount includes shares owned by Michael Metcalfe, individually,
(14,000,000 shares), his mother, Dorothy Metcalfe, individually, (330,000
shares), Eustace Bennet Metcalfe, his father, individually, (900,000
shares) and his sister, Michelle Metcalfe-MacFarlane, individually,
(900,000 shares). Michael Metcalfe disclaims beneficial ownership of the
shares owned by Dorothy Metcalfe, Eustace Bennet Metcalfe and Michelle
Metcalfe-MacFarlane.
(b) SECURITY OWNERSHIP OF MANAGEMENT
Title of Class Name and Address Amount and Nature % of
of Beneficial Owner of Beneficial Owner Class
Common Stock Michael Metcalfe 16,130,000 (1) 80.7%
29-3347 262nd Street
Aldergrove, BC
Canada V4W 2X2
Common Stock Robert Fuller 1,668,000 (2) 08.4%
3218 Sheorwater Drive
Nanaimo, BC V9T 5W9
Common Stock Winston V. Barta -0- 0%
3289 Oak St., No. 1
Vancouver, BC V6H 2L4
Common Stock Peter Roberts -0- 0%
601-154 Promenade Drive
Nanaimo, BC V9R 6YR
Common Stock Jack MacDonald 50,000 .2%
1904-1111 Beach Ave.
Vancouver, B.C. V6E 1T9
Common Stock All Officers and 17,848,000 89.3%
Directors as a Group
(1) This amount includes shares owned by Michael Metcalfe, individually,
(14,000,000 shares), his mother, Dorothy Metcalfe, individually, (330,000
shares), his father, Eustace Bennet Metcalfe, individually, (900,000
shares) and his sister, Michelle Metcalfe-MacFarlane, individually,
(900,000 shares). Michael Metcalfe disclaims beneficial ownership of the
shares owned by Dorothy Metcalfe, Eustace Bennet Metcalfe and Michelle
Metcalfe-MacFarlane.
(2) This amount includes shares owned by Robert Fuller, individually,
(1,288,000 shares), his wife, Jasmine Fuller, individually, (200,000
shares). David Fuller and Joan Fuller (owners of 180,000 shares) are
Robert Fuller's parents. Robert Fuller disclaims beneficial ownership of
David and Joan Fuller's shares.
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(c) CHANGES IN CONTROL
There are no arrangements which may result in a change in control of the
issuer.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
(a) DIRECTORS AND EXECUTIVE OFFICERS
The following are the names, positions, municipalities of residence and
relevant backgrounds of key personnel of the Company.
MICHAEL METCALFE (Age 41), Chairman of the Board, President.
April 1997 - Present - Global Media.
Mr. Metcalfe has served as President, the Chairman of the Board
and as a director since April 15, 1997. He shall serve his term
of office as a director until the next election by shareholders.
May 1994 - Present - Westcoast Wireless Cable - Global Media
Mr. Metcalfe founded Westcoast Wireless Cable and Global Media. Prior
thereto, Mr. Metcalfe spent 15 years in the entertainment industry
including film production, distribution, finance and marketing. Mr.
Metcalfe brings a powerful vision of the entertainment industry and
the convergence of the various mediums.
October 1991 - April 1994 - Starscan Communications Ltd. (Director of
Sales and Marketing). Starscan sold and serviced C-Band satellite
hardware systems. It is no longer in business. The company was
located in Kelowana, B.C. It had 25 employees and averaged
approximately $1.5 million in sales per year.
ROBERT FULLER (Age 36), Chief Executive Officer, Director.
June 1997 - Present - Global Media. Mr. Fuller has served as a
director since June 15, 1997. He shall serve his term of office
as a director until the next election by shareholders.
May 1990 - June 1997 - Promark Construction Co. Inc. (President).
This Nanaimo, B.C. company is a general contractor specializing in
multi-unit residential construction including condominiums and
townhomes.
1983 - 1989 - Ernst & Young
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Mr. Fuller served as a manager in the entrepreneurial services
branch in the accounting firm of Ernst & Young.
Mr. Fuller is a Chartered Accountant and received his Bachelor of
Commerce degree from the University of British Columbia in 1985.
WINSTON V. BARTA (Age 26), VP Marketing and Business Development, Director.
September 1997 - Present - Global Media
Mr. Barta shall serve as a director until the next election by
shareholders,. He has served as director since September 15, 1997.
July 1996 - July 1997 - Starnet Communications Canada (VP Marketing).
This company develops, markets and manages multi-media online
interactive content and software for the Internet.
June 1995 - April 1996 - Motion Works Group (Senior Account
Executive). This company specializes in producing multi-media
CD-ROMs for children and younger consumers.
September 1993 - June 1995 - Simon Fraser University M.B.A.
(Marketing).
1992 - Concordia University in Montreal;
Bachelors Degree in Marketing and Administrative Management.
DENNIS MORGAN (age 40), Director.
Mr. Morgan shall serve his term of office as a director until the next
election by shareholders. He has served as a director since April 15,
1997.
June 1988 - Present. Via-Sat Data Systems Inc. (Vice President and
Project Engineer).
Mr. Morgan, P.Eng., graduated from the University of Waterloo with a
B.Sc. in Civil Engineering in 1981. Since that time Mr. Morgan has
worked in the water resource sector of two large hydro utilities;
Ontario Hydro and B.C. Hydro. For the last nine years Mr. Morgan has
served as Vice President of Via-Sat Data Systems Inc. of North
Vancouver.
JACK D. MACDONALD (age 68), Director.
Mr. MacDonald shall serve his term of office as a director
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until the next election by shareholders. He has served as a director since
November 17, 1997.
May 1996 - September 1997. TKO Resources Inc. (Director).
May 1990 - October 1996. Salus Resource Corp. (President and Chief
Executive Officer). Mr. MacDonald became a director in May 1990 of
Salus' predecessor, Arapahoe Mining Corp. and served as its President
and Chief Executive Officer from September 1991 to May 1996. Arapahoe
Mining Corp. became Salus Resource Corp. in May 1996, and became
Brandon Gold Corp. in October 1996.
(b) SIGNIFICANT EMPLOYEES
PETER ROBERTS (age 46), VP Operations.
August 1997 - Present - Global Media
May 1996 - July 1997 - Island Wireless Cable (President)
June 1982 - April 1996 - American President Lines (Western Canadian
Manager)
Mr. Roberts has over 15 years of senior management experience.
He worked in the container shipping industry for twenty years and
was employed by two of the largest shipping companies in North
America; American President Lines and Sealand Containers. Mr.
Roberts has managed a staff of 30 persons and has been
responsible for annual marketing budgets in excess of $10 million
dollars.
(c) FAMILY RELATIONSHIPS
There are no family relationships to report.
(d) INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
There are no legal proceedings to report other than a single action
involving Robert Fuller arising out of his membership on the board of
directors of an unaffiliated company. An action filed in small claims
court against the unaffiliated company names Mr. Fuller as a defendant as
well. The action is entitled MICHAEL AND SHERRY FANTILO V. 392012 B.C.
LTD., CYRIL BUBALO AND ROBERT FULLER, No. C 17627, Provincial Court of
British Columbia (Small Claims). The action was filed August 26, 1997, and
arises out of a contract to purchase a townhome. Mr. Fuller denies the
allegations of the complaint as they pertain to him. He is vigorously
defending the action.
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ITEM 6. EXECUTIVE COMPENSATION
(a) SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
====================================================================================================
Securities
Other Restric- Underly-
Annual ted ing All
Name and Compen- Stock Options/ LTIP Other
Position Year Salary Bonus sation Award(s) SARs Payouts Compensation
(US$) ($) ($) ($) (#) ($) ($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Michael Metcalfe, 1997 15,838 0 0 0 0 0 0
President
Robert Fuller, 1997 0 0 0 0 0 0 0
CEO
Winston V. Barta, 1997 0 0 0 0 0 0 0
VP Marketing
Peter Roberts, 1997 0 0 0 0 0 0 0
VP Operations
Jack Macdonald 1997 0 0 0 0 0 0 0
Director
</TABLE>
(b) OPTION/SAR GRANTS IN LAST FISCAL YEAR (INDIVIDUAL GRANTS)
The Company has a Management Stock Option Plan, entitled the "Global Media
Corp. Stock Option Plan" (the "Plan"). Its purpose is to advance the
business and development of the Company and its shareholders by affording
to the employees, directors and officers of the Company the opportunity to
acquire a proprietary interest in the Company by the grant of Options to
such persons under the Plan's terms. By doing so the Company seeks to
motivate, retain and attract highly competent, motivated employees,
executive Officers and Directors to lead the Company.
The effective date of the Plan is April 8, 1997. Article 3 of the Plan
provides that the Board shall exercise its discretion in awarding Options
under the Plan, not to exceed 500,000 shares. The per share Option price
for the stock subject to each Option is US $.50 per share.
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All Options must be granted within ten years from the effective date of the
Plan. There is no express termination date for the Options, although the
Board may vote to terminate the Plan.
Under the Plan, there have been no Options granted.
(c) AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
There have been no exercises in the past fiscal year.
(d) LONG-TERM INCENTIVE PLANS -- AWARDS IN LAST FISCAL YEAR
There are no long term incentive plans other than the Stock Option Plan.
(e) COMPENSATION OF DIRECTORS
1. Standard Arrangements
The members of the Company's Board of Directors are reimbursed for actual
expenses incurred in attending Board meetings.
2. Other Arrangements
There are no other arrangements.
(f) EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND
CHANGE-IN-CONTROL ARRANGEMENTS
There are no written employment contracts or agreements in place among
management and any person.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company's By-Laws include a provision regarding Related Party
Transactions which requires that each participant to such transaction
identify all direct and indirect interests to be derived as a result of the
Company's entering into the related transaction. A majority of the
disinterested members of the board of directors must approve any Related
Party Transaction.
On May 20, 1997, the Company acquired Westcoast Wireless Cable Ltd. a
British Columbia corporation ("WWC"). The shareholder of WWC, Michael
Metcalfe, received 8,000,000 shares of the Company and U.S. $100,000.00.
In exchange the Company received all of the common stock of WWC.
In 1997, Michael Metcalfe, the majority shareholder of the Company, loaned
$73,729 to the Company. This item is non-interest bearing and without a
specific term of repayment.
Also in 1997, the Company loaned to an unrelated company known as Global
Media Co. Canada $77,182. The sole owner of Global Media Co. Canada is
Michael Metcalfe. The terms of this item are non-interest bearing and
without a specific term of repayment.
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ITEM 8. LEGAL PROCEEDINGS
There is no action, suit or proceeding before or by any court or
governmental agency or body, domestic or foreign, now pending or, to the
knowledge of the Company, threatened, against or affecting the Company, or
any of its properties, business affairs or business prospects of the
Company.
ITEM 9. MARKET PRICE FOR REGISTRANT'S COMMON EQUITY AND OTHER SHAREHOLDER
MATTERS
(a) MARKET INFORMATION
The Company's stock is not listed for sale on any exchange or trading
medium. The Company intends to seek the listing of its Common Stock on the
OTC Electronic Bulletin Board upon the effectiveness of this Form 10-SB.
Until such time, there is no public market for the Company's Common Stock.
In April 1997, 10,000,000 shares were sold to individuals pursuant to Rule
504 of Regulation D. As permitted by Rule 504 certificates for these
securities were issued without restrictive legends. However, 6,000,000 of
these shares were purchased by Michael Metcalfe, one of the officers and a
director of the Registrant and may only be publicly sold pursuant to Rule
144. This was an private transaction pursuant to which all material
information as specified in Rule 502(b)(2) was made available to the
purchaser(s). Thus the exemptions from registration afforded by Rule 4(2)
and Rule 3(b) were available to the issuer. Mr. Metcalfe is also the
beneficial owner of an additional 8,330,000 shares which are restricted and
may only be sold pursuant to Rule 144.
In July of 1997, 1,000,000 shares were sold at $.01 per share to Robert
Fuller, an officer and a director of the Company. These shares are
restricted and may only be publicly sold pursuant to Rule 144.
(b) HOLDERS
There are 55 holders of the Company's Common Stock.
(c) DIVIDENDS
The Company has paid no dividends to date on its Common Stock. The Company
reserves the right to declare a dividend when operations merit.
-16-
<PAGE>
ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES
During the past three years, the Registrant sold securities which were not
registered under the Securities Act of 1933, as amended, as set forth
below.
The Registrant was not a reporting company pursuant to the Securities
Exchange Act of 1934 nor was it a development stage company with no
business plan. Thus it was eligible to rely upon Rule 504. Moreover, Rule
504 was available to the registrant in that the Company sold less than
$1,000,000.00 worth of securities in the previous 12 month period and the
purchasers were unaffiliated investors. Further, Rule 504 does not require
the presentation of specified information prior to the sale of the
securities offered in reliance upon this rule. Nevertheless, these were
entirely private transactions pursuant to which all material information as
specified in Rule 502(b)(2) was made available to the purchaser(s). Thus
the exemptions from registration afforded by Rule 4(2) and Rule 3(b) were
available to the issuer.
Name of Purchaser Date Security (1)(2)
_________________ ____ ________
Simon (Wai Ho) Au 11/12/97 45,500
Mike Aussant 10/15/97 2,000
Barcan Estates 10/15/97 4,000
Michael Bennett 7/15/97 4,000
Roy Boyd 10/15/97 6,000
Dennis Brovarone 11/6/97 8,000
K. Allen Brown 11/5/97 2,000
Tom & Elaine
Christian 10/15/97 20,000
Karen J.
Christian and
David Skinner 10/15/97 8,000
David Cohen 8/15/97 42,898
-17-
<PAGE>
Denise Connolly 7/15/97 12,000
Josephine Cross 5/29/97 500,000
Elaine Davies
& Lorraine Polson 11/12/97 8,000
Marvin Dyck 10/15/97 14,320
Patricia Endrizzi 10/15/97 5,000
Rob Fairall 5/29/97 10,000
Eric Fowles 11/24/97 1,000
Robert Fuller 7/15/97 1,288,000
Gary Ganz 7/15/97 11,400
9/3/97 4,320
10/15/97 35,800
Jerry & Rose Hale 11/12/97 20,000
John Hayes 10/15/97 26,000
Mitchell A. Hetman 11/12/97 25,700
Calvin & Darlene Kemp 11/12/97 10,000
Kierden Fishing Ltd. 11/5/97 20,000
Patricia Kirk 11/5/97 5,000
Peter Kozak 11/5/97 10,000
Krystyna Kwiaskowski 5/29/97 450,000
Elaine Lamb 10/15/97 5,000
Jack Macdonald 5/29/97 50,000
-18-
<PAGE>
Gil Manning &
June Manning, JT TEN 7/15/97 20,000
Dr. R.M. Marback, Inc. 11/5/97 20,000
Louis J. Martini 11/12/97 77,493
Douglas McClean 11,19,97 20,000
Mickey McGuire 11/5/97 25,000
Michael Metcalfe 5/25/97 6,000,000
9/2/97 8,000,000
Dorothy Metcalfe 5/29/97 930,000
Eustace Bennet Metcalfe 5/29/97 880,000
Michelle Metcalfe-
Macfarlane 5/29/97 900,000
Dennis Morgan 5/29/97 10,000
David L. Morris 9/3/97 4,000
Lee Odgers 10/15/97 2,000
Dide Olcay 10/15/97 4,000
Pacific Icon Inc. 10/15/97 7,000
Mark Quin 7/15/97 4,000
SFC Strategic 12/02/97 14,200
Zeljko Simovic 11/12/97 4,000
Betty and
Frank Skinner 10/15/97 4,000
S.P. Plumb Line
Mech. Ltd. 11/5/97 10,000
Gerry Taylor 10/15/97 5,000
Verdun Thomson 7/15/97 4,000
Sharon Thomson 7/15/97 4,000
Peter H. Tulk, Sr. 10/15/97 6,000
-19-
<PAGE>
Ken W.H. Walking 10/15/97 20,000
Maureen Ward 9/3/97 7,200
Rebbeca Wellman 10/15/97 1,000
Neil Wensel 11/12/97 4,000
Julio Zilahi-Balogh 5/29/97 250,000
(1) All securities are common stock.
(2) On all transactions depicted, a sales commission was paid by the
Company to Pacific Rim Investment Inc. pursuant to the April 8, 1997,
Offering Sales Agency Agreement. (See Exhibit 10(ii)). Pacific Rim
Investment Inc. is a corporation organized under the law of the Pacific
island nation Vanuatu.
With respect to the sales made, the Company or its affiliates relied on
Regulation D, Rule 504 and Section 4(2) of the Securities Act of 1933, as
amended as the exemption from the registration requirements of said Act.
ITEM 11. DESCRIPTION OF SECURITIES
The authorized capital stock of Company consists of 200,000,000 shares of
common stock. Options in the amount of 500,000 shares at $.50 are
authorized. No warrants to acquire common stock have been authorized.
There are no outstanding obligations of the Company to repurchase, redeem
or otherwise acquire any shares of the Company's common stock.
The common stock carry no preemptive rights, are not convertible,
redeemable, assessable or entitled to the benefits of any sinking fund.
The common stock affords the holders no cumulative voting rights, and the
holders of a majority of the shares voting for the election of the
directors can elect all of the directors if they should choose to do so.
ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 11 of the Company's By-laws provides that every person who was or
is a party or is threatened to be made a party to or is involved in any
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he or a person for whom he is the
legal representative is or was a director or officer of the corporation or
is or was serving at the request of the corporation or for its benefit as
a director or officer of another corporation, or as its representative in
a partnership, joint venture, trust or other enterprise, shall be
-20-
<PAGE>
indemnified and held harmless to the fullest extent legally permissible
under the General Corporation Law of the State of Nevada against all
expenses, liability and loss (including attorney's fees, judgments, fines
and amounts paid or to be paid in settlement) reasonably incurred or
suffered by him in connection therewith.
ITEM 13. FINANCIAL STATEMENTS
The Financial Statements are set forth beneath Item 15, below, and include
audited financial statements for the fiscal years ended July 31, 1996; and
July 31, 1997.
ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There have been no disagreements on accounting and financial disclosures
from the inception of the Company through the date of this Registration
Statement.
ITEM 15. INDEX TO EXHIBITS
2. (i) Plan of Reorganization among Westcoast Wireless Cable and
Global Media Corp.
3. (i) Global Media Corp. Articles of Incorporation
(ii) Global Media Corp. By-laws
10. Material Contracts
(i) Dealer Agreement among Star Choice and Westcoast Wireless;
(ii) Offering Sales Agency Agreement among Global Media Corp. and
Pacific Rim Investment Inc.;
(iii) Agent Agreement among Express Vu Inc. and Westcoast Wireless.
21. (i) Subsidiaries of the Registrant
23. (i) Consent of Auditors
27. (i) Financial Data Schedule
99. (i) Global Media Corp. 1997 Directors and Officers Stock Option
Plan
-21-
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
GLOBAL MEDIA CORP.
JULY 31, 1997
-22-
<PAGE>
REPORT OF INDEPENDENT AUDITORS
To the Shareholders of
GLOBAL MEDIA CORP.
We have audited the consolidated balance sheets of GLOBAL MEDIA CORP. as at
July 31, 1997 and 1996 and the consolidated statements of income (loss),
retained earnings (deficit) and cash flows for each of the years in the three
year period ended July 31, 1997. These financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, these consolidated financial statements present fairly, in
all material respects, the financial position of the company as at July 31,
1997 and 1996 and the results of its operations and the changes in its
financial position for each of the years in the three year period ended July
31, 1997 in accordance with accounting principles generally accepted in the
United States of America.
Vancouver, Canada, /s/ ERNST & YOUNG
November 20, 1997. Chartered Accountants
-23-
<PAGE>
GLOBAL MEDIA CORP.
CONSOLIDATED BALANCE SHEETS
As at July 31 (in US dollars)
1997 1996
$ $
- ----------------------------------------------------------------------------
ASSETS
CURRENT
Cash 121,890 15,905
Accounts receivable, net of allowance for
doubtful accounts of $13,307
[1996 - $4,058] 58,838 105,841
Inventory 15,469 35,628
Prepaid expenses 917 1,515
Advances to affiliated companies [NOTE 3] 77,778 -
Advances to shareholder [NOTE 3] 2,625 -
Loan receivable from shareholder [NOTE 3] - 18,203
- ----------------------------------------------------------------------------
277,517 177,092
Capital assets [NOTE 5] 20,566 11,420
- ----------------------------------------------------------------------------
298,083 188,512
============================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities 94,649 83,727
Accrued wages payable [NOTE 3] - 58,195
Taxes payable 30,124 25,195
Due to affiliated company [NOTE 3] - 1,872
Due to shareholder [NOTE 3] 86,715 5,444
- ----------------------------------------------------------------------------
211,488 174,433
Deferred revenue 12,062 -
- ----------------------------------------------------------------------------
223,550 174,433
- ----------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
Share capital [NOTE 6] 11,059 1
Capital in excess of par value [NOTE 6] 128,641 -
Unissued share capital [NOTE 6] 144,001 -
Retained earnings (deficit) (209,145) 14,486
Cumulative translation adjustment (23) (408)
- ----------------------------------------------------------------------------
74,533 14,079
- ----------------------------------------------------------------------------
298,083 188,512
============================================================================
SEE ACCOMPANYING NOTES
On behalf of the Board:
Director Director
-24-
<PAGE>
GLOBAL MEDIA CORP.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
Years ended July 31 (in US dollars)
1997 1996 1995
$ $ $
- -----------------------------------------------------------------------------
REVENUE
Sales 1,617,528 1,745,061 552,003
Commission earned 20,204 10,154 64,250
- -----------------------------------------------------------------------------
1,637,732 1,755,215 616,253
Cost of sales 755,446 764,619 289,519
Commission paid 621,597 543,894 150,932
- -----------------------------------------------------------------------------
Gross margin 260,689 446,702 175,802
- -----------------------------------------------------------------------------
GENERAL AND ADMINISTRATIVE EXPENSES
[NOTE 3]
Advertising and marketing 22,452 100,485 61,906
Amortization 3,957 1,917 416
Bad debts 11,131 4,096 525
Bank charges, interest and
financing fees 15,766 38,734 12,085
Professional fees 63,003 7,888 2,004
Office and miscellaneous 180,597 90,438 58,300
Travel 26,088 16,880 6,294
Wages and benefits 46,694 140,024 35,831
- -----------------------------------------------------------------------------
369,688 400,462 177,361
- -----------------------------------------------------------------------------
Income (loss) before provision
for income taxes (108,999) 46,240 (1,559)
Income taxes [NOTE 4] - 10,354 -
NET INCOME (LOSS) FOR THE YEAR (108,999) 35,886 (1,559)
=============================================================================
SEE ACCOMPANYING NOTES
-25-
<PAGE>
GLOBAL MEDIA CORP.
CONSOLIDATED STATEMENTS OF
RETAINED EARNINGS (DEFICIT)
Years ended July 31 (in US dollars)
1997 1996 1995
$ $ $
- -----------------------------------------------------------------------------
BALANCE, BEGINNING OF YEAR 14,486 (21,400) (6,774)
Net income (loss) for the year (108,999) 35,886 (1,559)
- -----------------------------------------------------------------------------
(94,513) 14,486 (8,333)
Dividends declared and paid (114,632) - (13,067)
- -----------------------------------------------------------------------------
BALANCE, END OF YEAR (209,145) 14,486 (21,400)
=============================================================================
SEE ACCOMPANYING NOTES
-26-
<PAGE>
GLOBAL MEDIA CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended July 31 (in US dollars)
1997 1996 1995
$ $ $
- -----------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income (loss) for the year (108,999) 35,886 (1,559)
Items not requiring an outlay of
funds
Amortization 3,957 1,917 416
- -----------------------------------------------------------------------------
(105,042) 37,803 (1,143)
Changes in non-cash operating
working capital
Accounts receivable 47,116 (103,292) (3,495)
Inventory 20,233 (17,551) (18,203)
Prepaid expenses 599 (1,291) -
Accounts payable and accrued
liabilities 11,090 29,560 54,329
Accrued wages payable (58,527) 58,737 -
Taxes payable 5,034 12,728 12,551
Advances to/from shareholder 79,266 5,358 (6,993)
Advances to/from affiliated
companies (80,309) 23,204 (21,075)
Deferred revenue 12,162 - -
- -----------------------------------------------------------------------------
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES (68,378) 45,256 15,971
- -----------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of capital assets (13,209) (9,652) (4,165)
Decrease (increase) in loan
receivable from shareholder 18,306 (18,372) -
- -----------------------------------------------------------------------------
CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES 5,097 (28,024) (4,165)
- -----------------------------------------------------------------------------
FINANCING ACTIVITIES
Dividends (114,632) - (13,067)
Share subscriptions 283,700 - -
Increase (decrease) in bank
indebtedness - (6,318) 6,247
- -----------------------------------------------------------------------------
CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 169,068 (6,318) (6,820)
- -----------------------------------------------------------------------------
Effect of exchange rate changes
on cash 198 (143) 54
INCREASE IN CASH DURING THE YEAR 105,985 10,771 5,040
Cash, beginning of year 15,905 5,134 94
- -----------------------------------------------------------------------------
CASH, END OF YEAR 121,890 15,905 5,134
=============================================================================
CASH IS REPRESENTED BY:
Cash 121,890 15,905 -
Term deposits - - 5,134
- -----------------------------------------------------------------------------
121,890 15,905 5,134
=============================================================================
Interest - paid 357 - -
Income taxes paid 9,278 - -
=============================================================================
SEE ACCOMPANYING NOTES
-27-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
1. NATURE OF BUSINESS AND BASIS OF PRESENTATION
Global Media Corp. (the "Company") was incorporated on April 8, 1997 in the
State of Nevada and is engaged in providing internet-integrated call centre
services from its location in Nanaimo, Canada, and marketing of direct to
home satellite hardware and programming services to both commercial and
private individuals primarily in Western Canada. The Company did not
commence its internet-integrated call centre operation prior to July 31,
1997.
On May 20, 1997 the Company issued 8,000,000 common shares and paid
$100,000 in cash for all of the outstanding shares of Westcoast Wireless
Cable Ltd. ("Westcoast Wireless"), a company which markets direct to home
satellite hardware and programming services.
Westcoast Wireless is contracted as an agent for the sales of certain
satellite hardware and programming services, therefore the majority of the
purchases are sourced from a single supplier.
These financial statements reflect the continuity of interests of the
former shareholder of Westcoast Wireless, and are prepared on the following
basis:
In the consolidated balance sheet at July 31, 1996 the assets, liabilities
and retained earnings of the Company represent the assets, liabilities and
retained earnings of Westcoast Wireless at that date.
The consolidated statements of operations and retained earnings and cash
flows for the years ended July 31, 1995 and 1996 and for the period from
August 1, 1996 to May 20, 1997 (included in the results for the year ended
July 31, 1997) represent the results of operations and changes in financial
position of Westcoast Wireless during those periods.
References to "the Company" in these financial statements include Westcoast
Wireless (for events occurring prior to May 20, 1997).
The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles in the United States of America.
2. SIGNIFICANT ACCOUNTING POLICIES
INVENTORY
Inventory is recorded at the lower of cost and net realizable value.
1
-28-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
CAPITAL ASSETS AND AMORTIZATION
Capital assets are recorded at cost. Amortization has been calculated
using the methods and rates as follows, except in the year of acquisition
when one half of the rate is used.
Office furniture and equipment 20% declining balance
Software 20% declining balance
Computer equipment 30% declining balance
Leasehold improvements 5 year straight line
REVENUE RECOGNITION
Revenues are recorded at the time of installation for hardware sales, and
at contract inception for sales of programming.
Revenues from extended warranty contracts are recognized at contract
inception to the extent that the supplier is liable for repair work under
the warranty contract. To the extent that the Company is liable for repair
under the warranty contract, related revenues are deferred and are released
to income on a straight line basis over the period of the Company's
liability.
FOREIGN CURRENCY TRANSLATION
The assets and liabilities of the Company's foreign subsidiary, Westcoast
Wireless, are translated into US dollars at fiscal year end exchange rates.
Income and expense items are translated at average exchange rates
prevailing during the fiscal year. The resulting translation adjustments
are recorded as a separate component of shareholders' equity.
Monetary assets and liabilities of the Company denominated in a foreign
currency are translated at year end exchange rates. Other balances are
recorded at rates in effect on the dates of the transaction. Exchange
gains and losses arising are reflected in net income for the year.
2
-29-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
2. SIGNIFICANT ACCOUNTING POLICIES (CONT'D.)
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires the Company's
management to make estimates and assumptions that affect the amounts
reported in the consolidated financial statements and related notes to the
financial statements. Actual results may differ from those estimates.
3. RELATED PARTY TRANSACTIONS
1997 1996
$ $
- ----------------------------------------------------------------------------
Loan receivable from shareholder and spouse - 18,203
Advances to affiliated companies 77,778 -
Advances to shareholder 2,625 -
Due to affiliated company - (1,872)
Due to shareholder (86,715) (5,444)
Accrued wages payable to shareholder and
spouse - (58,195)
============================================================================
The loan receivable from the shareholder was non-interest bearing and was
fully repaid on January 31, 1997. The fair value of this loan approximates
carrying value.
Other related party balances are non-interest bearing and without specific
terms of repayment.
The affiliated companies are related to Global Media Corp. through common
control. The fair value of the balances are not determinable since they
have no fixed repayment terms.
During the years ended July 31, the Company's statement of income (loss)
includes the following related party transactions:
* advertising and marketing expense $nil [1996 - $73,421; 1995 -
$20,327], to a company related through common control.
* wages and benefits expense $45,565 [1996 - $147,752; 1995 - $33,859],
to shareholder and spouse.
* income from recharge of wages of $72,610 [1996 - $19,824; 1995 -
$nil], to a company related through common control
3
-30-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
4. INCOME TAXES
The actual income tax expense attributable to earnings for the years ended
July 31, 1997, 1996 and 1995 differed from the amounts computed by applying
combined statutory income tax rates to pretax earnings as a result of the
following:
1997 1996 1995
$ $ $
- -----------------------------------------------------------------------------
Tax provision at combined statutory
income tax rate of 22% - 10,173 -
Benefit of operating loss
carryforwards - (719) -
Other, net - 900 -
- -----------------------------------------------------------------------------
- (10,354) -
=============================================================================
At July 31, 1997 the Company had operating loss carryforwards available to
reduce future taxable income which expire in 2004 of $24,857. Deferred
taxation has not been recognized in respect of these amounts as their
future utilization does not meet the 'more likely than not' test prescribed
by Financial Accounting Standard No. 109.
5. CAPITAL ASSETS
ACCUMULATED NET BOOK
COST AMORTIZATION VALUE
$ $ $
- -----------------------------------------------------------------------------
1997
Office furniture and equipment 9,794 2,576 7,218
Computer equipment 8,814 2,187 6,627
Leasehold improvements 2,029 709 1,320
Software 6,001 600 5,401
- -----------------------------------------------------------------------------
26,638 6,072 20,566
=============================================================================
1996
Office furniture and equipment 8,917 1,439 7,478
Computer equipment 3,404 510 2,894
Leasehold improvements 1,415 367 1,048
- -----------------------------------------------------------------------------
13,736 2,316 11,420
=============================================================================
4
-31-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
6. SHARE CAPITAL
1997 1996 1995
# # #
- -----------------------------------------------------------------------------
AUTHORIZED
Common shares, par value of
$0.001 each 200,000,000 200,000,000 200,000,000
ISSUED
Common shares 11,059,400 8,000,000 8,000,000
=============================================================================
CAPITAL
IN EXCESS
NUMBER SHARE OF PAR
OF SHARES CAPITAL VALUE
# # #
- -----------------------------------------------------------------------------
Issued for cash at $0.01
per share 11,000,000 11,000 99,000
Issued for cash at $0.50
per share 59,400 59 29,641
- -----------------------------------------------------------------------------
11,059,400 11,059 128,641
=============================================================================
UNISSUED
NUMBER OF SHARE
SHARES CAPITAL
UNISSUED # $
- -----------------------------------------------------------------------------
Consideration for shares in
Westcoast Wireless [NOTE 1] 8,000,000 1
For cash at $0.50 per share 288,000 144,000
- -----------------------------------------------------------------------------
8,288,000 144,001
=============================================================================
The 8,000,000 shares issued in consideration for the shares in Westcoast
Wireless and 288,000 of the shares issued for cash of $0.50 per share were
issued subsequent to the balance sheet date. However legal agreements for
the issue of these shares were in place at July 31, 1997, therefore the
amounts have been recorded as unissued share capital at the balance sheet
date.
Since the balance sheet date, excluding the above, a further 571,333 common
shares have been issued for cash at $0.50 per share, and 42,898 common
shares have been issued in kind for rent of property at $0.50 per share.
5
-32-
<PAGE>
GLOBAL MEDIA CORP.
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
July 31, 1997 (in US dollars)
6. SHARE CAPITAL (CONT'D.)
Effective April 8, 1997 the company adopted, subject to shareholder
approval, the 1997 Directors and Officers Stock Option Plan (the "Plan").
The Plan is administered by the Board of Directors who have sole discretion
and authority to determine individuals eligible for awards under the Plan.
The Plan provides for issuance of a total of 500,000 options with an
exercise price of US$0.50 per share, within a period of 10 years from the
effective date. The conditions of exercise of each grant are determined
individually by the Board at the time of the grant.
6
-33-
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized.
Global Media Corporation
- ------------------------------------------------------------------
(Registrant)
Date December 11, 1997
--------------------------------------------------------------
By /s/ MICHAEL METCALFE
---------------------------------------------------------------
(Signature)
Michael Metcalfe, President, Secretary and Treasurer
- ------------------------------------------------------------------
(Type Name and Title)
(On behalf of the Registrant and as President, Secretary and Treasurer.)
/s/ MICHAEL METCALFE
- ------------------------------------------------------------------
Michael Metcalfe, Chairman, President, Secretary and Treasurer
Date December 11, 1997
--------------------------------------------------------------
/s/ ROBERT FULLER
- ------------------------------------------------------------------
Robert Fuller, Director, Chief Executive Officer
Date December 11, 1997
--------------------------------------------------------------
/s/ WINSTON V. BARTA
- ------------------------------------------------------------------
Winston V. Barta, Director, VP Marketing and Business Development
Date December 11, 1997
--------------------------------------------------------------
/s/ DENNIS MORGAN
- ------------------------------------------------------------------
Dennis Morgan, Director
Date December 11, 1997
--------------------------------------------------------------
/s/ JACK D. MCDONALD
- ------------------------------------------------------------------
Jack D. McDonald, Director
Date December 11, 1997
--------------------------------------------------------------
-34-
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement is made as of the 20th day of May, 1997 by and among
Global Media Corp., a Nevada corporation (hereinafter referred to as
"Global"), Westcoast Wireless Cable Ltd., a British Columbia corporation
(hereinafter referred to as "WWC"), and is based on the following:
PREMISES
A. This Agreement provides for the exchange of all of the
outstanding common stock of WWC for shares of common voting stock of
Global, all for the purpose of effecting a tax-free reorganization pursuant
to Sections 354, 368(a)(1)(A) and 368(a)(2)(E) of the Internal Revenue Code
of 1986, as amended.
B. The Boards of Directors of WWC and Global have agreed, subject to
the conditions set forth in this Agreement, and by these premises do hereby
evidence their agreement, that it is desirable and in the best interests of
said corporations and their stockholders, that WWC be held as a wholly-owned
subsidiary of Global. This Agreement is being entered into for the
purposes of setting forth the terms and conditions of the exchange of the
shares of WWC into shares of Global.
AGREEMENT
Now, therefore, on the stated premises and for and in consideration of
the mutual covenants and agreements hereinafter set forth and the mutual
benefits to the parties to be derived here from, it is hereby agreed as
follows:
ARTICLE 1
REPRESENTATIONS, COVENANTS AND WARRANTIES OF GLOBAL
As an inducement to, and to obtain the reliance of WWC, Global
represents and warrants as follows:
1.1 ORGANIZATION, GOOD STANDING, POWER, ETC. Global (i) is a
corporation duly organized, validly existing and in good standing under the
law of the State of Nevada; (ii) is qualified or authorized to do business
as foreign corporations and are in good standing in all jurisdictions in
which qualification or authorization may be required; and (iii) has all
requisite corporate power and authority, licenses and permits to own or
lease and operate their properties and carry on their business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
1.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Prior to execution of
this Agreement by both parties Global has furnished to WWC's
representatives complete and correct copies of (i) their Certificates of
Incorporation, as amended to date, and (ii) their Bylaws, as
<PAGE>
amended to date. Global's Certificate of Incorporation and Bylaws are in
full force and effect, and they are not in violation of any of the
provisions thereof.
1.3 CAPITALIZATION. The authorized capital stock of Global consists
solely of 200,000,000 shares of Common Stock, $0.001 par value, (the
"Global Common Stock"), of which, on the date hereof 10,000,000 shares are
issued and outstanding and no shares are held in the treasury of Global.
At the Closing of this Agreement, 8,000,000 shares of Global Common Stock
will have been lawfully and validly issued to the Shareholder of WWC. All
of such issued and outstanding shares of the Global Common Stock have been
duly authorized and validly issued and are fully paid and non-assessable
with no personal liability attaching to the ownership thereof and were not
issued in violation of the preemptive or other rights of any person.
1.4 OPTIONS, WARRANTS, RIGHTS, ETC. Global does not have outstanding
any option, warrant or other right to purchase or convert any obligation
into, any shares of Global Common Stock, nor any instruments or obligations
to confer or create such rights.
1.5 SUBSIDIARIES. Global has no subsidiaries and Global does not own
a controlling interest in any capital stock of any corporation.
1.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by Global.
1.7 TAX MATTERS. On or before Closing, Global will have prepared and
filed with the appropriate United States, state and local governmental
agencies, and all foreign countries and political subdivisions thereof, all
tax returns required to be filed; Global will have paid all taxes shown on
such tax returns to be payable or which have become due pursuant to any
assessment, deficiency, notice, 30-day letter or similar notice received by
it; and the provisions for income taxes payable in the Balance Sheets of
Global delivered to WWC are sufficient for all accrued and unpaid taxes,
whether or not disputed and for all periods to and including the date of
such Balance Sheet. On or before Closing, Global will provide true and
accurate copies of all tax returns filed for the last three fiscal years,
together with a balance sheet and income statement as of the date of this
Agreement. The balance sheet and income statement of Global shall be
updated through Closing.
1.8 COMPLIANCE WITH APPLICABLE LAWS. The conduct by Global of their
business does not violate or infringe on any domestic (federal, state or
local) or foreign law, statute, ordinance or regulation now in effect, or,
to the knowledge of Global proposed to be adopted, the enforcement of which
would materially and adversely affect its business or the value of its
properties or assets.
1.9 LITIGATION. There is no material claim, action, suit,
proceeding, arbitration, investigation or inquiry pending before any
federal, state, municipal, foreign or other court or governmental or
administrative body or agency, or any private arbitration tribunal, or to
the knowledge of Global, threatened, against, relating to or affecting
Global or any of their properties or business, or the transactions
contemplated by this Agreement; nor to the knowledge of Global is there any
basis for any such material claim, action, suit, proceeding,
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arbitration, investigation or inquiry which may have any adverse effect
upon the assets, properties or business of Global, or the transactions
contemplated by this Agreement. Neither Global nor any officer, director,
partner or employee of Global, have been permanently or temporarily
enjoined by order, judgment or decree of any court or other tribunal or any
agency from engaging in or continuing any conduct or practice in connection
with the business engaged in by Global. There is not in existence at
present any order, judgment or decree of any court or other tribunal or any
agency enjoining or requiring Global to take any material action of any
kind or to which Global or their respective business, properties or assets
are subject or bound. Global is not in default under any order, license,
regulation or demand of any federal, state or municipal or other
governmental agency or with respect to any order, writ, injunction or
decree or any court which would have a materially adverse impact upon
Global's operations or affairs.
1.10 OTHER INFORMATION. Global does not presently have any material
contractual commitments, non-executive officer employees or employee
benefit commitments. In addition, none of the information and documents
made or to be made available by Global or any of its representatives to WWC
or any of its representatives in connection with the transactions
contemplated by this Agreement is materially false or misleading or
contains any material misstatements of fact or omits any material fact
necessary to be stated in order to make the statements therein not
misleading.
1.11 FINANCIAL STATEMENTS. Global has delivered or will deliver prior
to Closing, to WWC financial statements for its most recent fiscal year
ended December 31, 1996. These financial statements have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with that of prior years or periods, are correct and complete
and fairly present the financial position and results of operations of
Global as of the date thereof and for the periods indicated in such
statements. The Balance Sheets of Global included in the statements make
full and adequate provisions for all obligations, liabilities or
commitments (fixed and contingent) of Global as of their respective dates.
As of the date of such financial statements, Global has no obligations,
liabilities or commitments (fixed or contingent) not required to be
reserved against in the foregoing financial statements or disclosed in the
notes thereto in accordance with generally accepted accounting principles,
except the transactions contemplated by this Agreement.
1.12 NO ADVERSE CHANGES. Since the date of Global's most recent
financial statements, there has been no material adverse change in Global's
financial condition, assets, liabilities, or business.
1.13 SHAREHOLDER LIST. Upon the closing of this Agreement, Global
shall furnish to WWC a true and complete list of all shareholders of
Global, including name, address, telephone number, and relationship of any
beneficial or indirect interests known to Global or its officers,
directors, or advisors, of greater than 5,000 shares individually and/or in
the aggregate of such beneficial or indirect interests.
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ARTICLE 2
REPRESENTATIONS, COVENANTS AND WARRANTIES OF WWC
As an inducement to, and to obtain the reliance of Global, WWC
represents and warrants as follows:
2.1 ORGANIZATION, GOOD STANDING, POWER, ETC. WWC (i) is a
corporation duly organized, validly existing and in good standing under the
laws of the Province of British Columbia and (ii) has all requisite
corporate power and authority, licenses, permits and franchises to own or
lease and operate its properties and carry on its business as presently
being conducted and to execute, deliver and perform this Agreement and
consummate the transactions contemplated hereby.
2.2 CERTIFICATE OF INCORPORATION AND BYLAWS. Upon execution of this
Agreement by both parties, WWC will furnish to Global's representatives a
complete and correct copy of (i) WWC's Certificate of Incorporation, as
amended to date; and (ii) WWC's Bylaws, as amended to date. WWC's
Certificate of Incorporation and Bylaws are in full force and effect, and
WWC is not in violation of any of the provisions thereof.
2.3 CAPITALIZATION. By Closing the authorized capital stock of WWC
will consist solely of 10,000 Class A Common Shares with a par value of
$0.01 per share; 10,000 Class B Common Shares without par value; 10,000
Class C Common Shares with a par value of $1.00 per share; 10,000 Class D
Common Shares with a par value of $1.00 per share; 100,000 Class E
Preferred Shares with a par value of $100.00 per share; 100,000 Class F
Preferred Shares with a par value of $0.01 per share; 100,000 Class G
Preferred Shares with a par value of $0.01 per share; and 100,000 Class H
Preferred Shares with a par value of $0.01 per share. As of the date
hereof one (1) share of Class A Common Stock is issued and outstanding and
no shares are held in the treasury of WWC. All of such issued and
outstanding shares of WWC Common Stock have been duly authorized and
validly issued and are fully paid and non-assessable with no personal
liability attaching to the ownership thereof.
2.4 OPTIONS, WARRANTS, RIGHTS, ETC. WWC does not have outstanding
any option, warrant or other right to purchase or convert any obligation
into, any shares of the WWC Common Stock, nor any instruments or
obligations to confer or create such rights.
2.5 SUBSIDIARIES. WWC does not have any subsidiaries and does not
own a controlling interest in any capital stock of any corporation.
2.6 AUTHORIZATION OF AGREEMENT. This Agreement has been or will be
at Closing duly and validly authorized, executed and delivered by WWC.
2.7 FINANCIAL STATEMENTS. WWC has delivered or will deliver prior to
Closing, to Global financial statements for its most recent fiscal year
ended July 31, 1996. These financial statements have been prepared in
accordance with generally accepted accounting principles applied on a basis
consistent with that of prior years or periods, are correct and complete
and fairly present the financial position and results of operations of WWC
as of
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the date thereof and for the periods indicated in such statements. The
Balance Sheets of WWC included in the statements make full and adequate
provisions for all obligations, liabilities or commitments (fixed and
contingent) of WWC as of their respective dates. As of the date of such
financial statements, WWC has no obligations, liabilities or commitments
(fixed or contingent) not required to be reserved against in the foregoing
financial statements or disclosed in the notes thereto in accordance with
generally accepted accounting principles, except the transactions
contemplated by this Agreement.
2.8 MATERIAL CONTRACTS. There has not occurred any default by WWC or
any event which with the lapse of time or the election of any person other
than WWC, or any combination thereof, will become a default, except
defaults, if any, which will not result in any material loss to or
liability of WWC.
2.9 PERMITS, LICENSES, ETC. WWC has all permits, licenses, orders
and approvals of federal, state, local or foreign governmental or
regulatory bodies that are required in order to permit it to carry on its
business as presently conducted.
2.10 COMPLIANCE WITH APPLICABLE LAWS. The conduct by WWC of its
business does not violate or infringe upon any domestic (federal, state or
local) or foreign law, statute, ordinance or regulation now in effect, or,
to the knowledge of WWC, proposed to be adopted, the enforcement of which
would materially and adversely affect its business or the value of its
properties or assets.
2.11 LITIGATION. There is no material claim, action, suit,
proceeding, arbitration, investigation or inquiry pending before any
federal, state, municipal, foreign or other court or governmental or
administrative body or agency, or any private arbitration tribunal, or to
the knowledge of WWC threatened, against, relating to or affecting WWC or
any of its properties or business, or the transactions contemplated by this
Agreement; nor to the knowledge of WWC is there any basis for any such
material claim, action, suit, proceeding, arbitration, investigation or
inquiry which may have any adverse effect upon the assets, properties or
business of WWC, or the transactions contemplated by this Agreement.
Neither WWC nor any officer, director, partner or employee of WWC, has
been permanently or temporarily enjoined by order, judgment or decree of
any court or other tribunal or any agency from engaging in or continuing
any conduct or practice in connection with the business engaged in by WWC.
There is not in existence at present any order, judgment or decree of any
court or other tribunal or any agency enjoining or requiring WWC to take
any material action of any kind or to WWC or its respective business,
properties or assets are subject or bound. WWC is not in default under any
order, license, regulation or demand of any federal, state or municipal or
other governmental agency or with respect to any order, writ, injunction or
decree of any court which would have a materially adverse impact upon WWC's
operations or affairs.
2.12 OTHER INFORMATION. None of the information and documents which
have been furnished or made available by WWC or any of its representatives
to Global or any of their representatives in connection with the
transactions contemplated by this Agreement is materially false or
misleading or contains any material misstatements of fact or omits any
material fact necessary to be stated in order to make the statements
therein not misleading.
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2.13 INVESTMENT REPRESENTATION. The WWC shareholder is acquiring the
shares of Global Common Stock issuable hereunder for his own account and
agrees not to distribute such Shares within the meaning of the Securities
Act of 1933 (the 1933 Act) unless an appropriate registration statement has
been filed with the SEC or unless an exemption from registration under the
1933 Act is available according to opinion of counsel for Global. Each
certificate for Shares shall be stamped or otherwise imprinted with the
following or a substantially similar legend:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933 (the "Act") nor any
state securities laws. These shares may not be offered for sale,
sold or otherwise transferred except pursuant to an effective
registration statement under the Act or pursuant to an opinion of
counsel acceptable to Global that an exemption from such
registration is available."
By execution of this Agreement the WWC shareholder represents that he
has sufficient investment sophistication and ability to take the financial
risks associated with this transaction and those representations contained
in this Section 2.13, which meet the standards for availability of an
exemption from the registration requirements of the 1933 Act and from the
registration and/or qualification requirements of any other applicable
securities law. The foregoing notwithstanding, the Shares issuable
hereunder may be registered in the name of or transferred to family
members, trusts and other related parties.
ARTICLE 3
PLAN OF EXCHANGE
3.1 THE EXCHANGE. The issued and outstanding shares of common stock
of WWC shall be converted into shares of Global Common Stock as follows:
(a) The single share of WWC Common Stock outstanding on the
Closing Date shall be converted into 8,000,000 shares of Global Common
Stock. The exchanged Global Common Stock shall thereupon be validly
issued and outstanding, fully paid, and non-assessable and shall not
be liable to any further call, nor shall the holder thereof be liable
for any further payments with respect thereto.
(b) At the Closing the holder of the outstanding certificate
which prior thereto represented shares of WWC Common Stock shall on
surrender said certificate and receive in exchange therefor a
certificate or certificates representing the 8,000,000 shares of
Global Common Stock.
(c) As additional consideration of the single share of WWC
Common Stock, Global shall pay $100,000.00 U.S. To the WWC Shareholder
at closing.
3.2 CLOSING. The Closing of the transactions contemplated by this
Agreement shall take place on such date as may be agreed upon by the
parties, but no later than May 30,
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1997 (herein called the "Closing Date"), at the offices of WWC, 102-1975
Lonsdale Avenue, North Vancouver, B.C. V7M 2K3 or such other time and
location as the parties may mutually agree.
3.3 CLOSING EVENTS. At the Closing, each of the respective parties
hereto shall execute, acknowledge, and deliver (or shall cause to be
executed, acknowledged, and delivered) any agreements, resolutions, or
other instruments required by this Agreement to be so delivered at or prior
to the Closing, together with such other items as may be reasonably
requested by the parties hereto and their respective legal counsel in order
to effectuate or evidence the transactions contemplated hereby.
3.4 DIRECTORS OF GLOBAL. Effective on the Closing Date of this
transaction, the Board of Directors of Global shall consist of the
individuals named by WWC in Section 3.5 hereof, and the existing directors
of Global and any others shall have submitted their resignations to take
effect at closing.
3.5 OFFICERS OF GLOBAL. Effective on the Closing Date of this
transaction all existing executive officers and employees of Global shall
have submitted their resignations effective on Closing, and the Board shall
have elected new officers of Global to consist of the following persons:
NAME OFFICE
Michael Metcalfe President, Chief Executive Officer
Secretary
Executive Vice President, Chief Financial
Officer, Treasurer
ARTICLE 4
CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES
4.1 WWC'S CLOSING CONDITIONS. The obligations of WWC hereunder are
subject to fulfillment prior to or at the Closing of each of the following
conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before May 30, 1997.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of Global made pursuant to Article 2.1 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. Global shall have performed and complied with
all agreements and conditions required by this Agreement to be
performed or complied with by it prior to or at the Closing.
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(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of Global, any
materially adverse change in Global's financial condition, assets,
liabilities or business.
4.2 GLOBAL'S CLOSING CONDITIONS. The obligations of Global hereunder
are subject to fulfillment prior to or at the Closing of each of the
following conditions:
(a) CLOSING DATE. The transactions contemplated by this
Agreement shall be closed on or before May 30, 1997.
(b) REPRESENTATIONS AND WARRANTIES. The representations and
warranties of WWC made pursuant to Section 2.2 above, shall be true
and accurate in all material respects as of the Closing Date.
(c) PERFORMANCE. WWC shall have performed and complied with all
agreements and conditions required by this Agreement to be performed
or complied with by it prior to or at the Closing.
(d) NO ADVERSE CHANGES. There shall not have been, since the
date of the latest audited financial statements of WWC, any materially
adverse change in WWC's financial condition, assets, liabilities or
business.
ARTICLE 5
MISCELLANEOUS
5.1 EXPENSES AND FURTHER ASSURANCES. The parties hereto shall
each bear their respective costs and expenses incurred in connection
with the transactions contemplated by this Agreement. Each party
hereto will use its best efforts provide any and all additional
information, execute and deliver any and all documents or other
written material and perform any and all acts necessary to carry-out
the intent of this Agreement.
5.2 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. All
of the representations, warranties and covenants made as of the date
of this Agreement and as of Closing, shall survive the closing of this
transaction.
5.3 SUCCESSORS AND ASSIGNS. All representations, warranties,
covenants and agreements in this Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
heirs, representatives, successors and assigns whether so expressed or
not.
5.4 GOVERNING LAW. This Agreement is to be governed by and
interpreted under the laws of the State of Nevada, without giving
effect to the principles of conflicts of laws thereof.
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5.5 SECTION AND OTHER HEADINGS. The section and other headings
herein contained are for convenience only and shall not be construed as
part of this Agreement.
5.6 COUNTERPARTS. This Agreement may be executed in any number of
counterparts and each counterpart shall constitute an original instrument,
but all such separate counterparts shall constitute but one and the same
instrument.
5.7 ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the parties
hereto with respect to the subject matter hereof. This Agreement may not
be amended or modified, except by a written agreement signed by all parties
hereto.
5.8 SEVERABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffectual to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining
terms and provisions of this Agreement or affecting the validity or
enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.
5.9 CONFIDENTIALITY. Each party hereto agrees with the other parties
that, unless and until this Agreement has been consummated, or for a period
of one (1) year from the date of this Agreement if the transaction
contemplated by this Agreement is not consummated it and its
representatives will hold in strict confidence all data and information
obtained with respect to the other party from any representative, Officer,
Director or employee, or from any books or records or from personal
inspection, of such other party, and shall not use such data or information
or disclose the same to others, except: (i) to the extent such data or
information has theretofore been publicly disclosed, is a matter of public
knowledge or is required by law to be publicly disclosed; and (ii) to the
extent that such data or information must be used or disclosed in order to
consummate the transactions contemplated by this Agreement.
IN WITNESS WHEREOF, the corporate parties hereto have caused this
Agreement to be executed by their respective Officers, hereunto duly
authorized, as of the date first above written.
Global Media Corp. Westcoast Wireless Cable, Ltd.
By: /s/ By: /s/ MICHAEL METCALFE
----------------------------- ------------------------------
President Michael Metcalfe,
President and Sole Shareholder
9
EXHIBIT 3(i)
ARTICLES OF INCORPORATION
OF
GLOBAL MEDIA CORP.
KNOW ALL MEN BY THESE PRESENTS:
That we the undersigned, have this day voluntarily associated
ourselves together for the purpose of forming a corporation under the laws
of the State of Nevada and do hereby certify:
ONE
The name of this corporation is GLOBAL MEDIA CORP.
TWO
The resident agent of said corporation shall be Pacific Corporate
Services Company, 7631 Bermuda Road, Las Vegas, NV., 89123 and such other
offices as may be determined by the By-Laws in and outside the State of
Nevada.
THREE
The objects to be transacted, business and pursuit and nature of the
business, promoted or carried on by this corporation are and shall continue
to be engaged in any lawful activity.
FOUR
The members of the governing board shall be styled Directors and the
first Board of Directors shall consist of one (1). The number of
stockholders of said corporation shall consist of one (1). The number of
directors and shareholders of this corporation may, from time to time, be
increased or decreased by an amendment to the By-Laws of this corporation
in that regard, and without the necessity of amending these Articles of
Incorporation. The name and address of the first Board of Directors and of
the Incorporator signing these Articles as follows:
MICHAEL METCALFE UNIT 29-3347 262ND STREET
ALDERGROVE, B.C., CANADA,
V4W-2X2
<PAGE>
FIVE
The Corporation is to have perpetual existence.
SIX
The total authorized capitalization of this Corporation shall be and
is the sum of 200,000,000 shares of Common Stock at $0.001 par value, said
stock to carry full voting power and the said shares shall be issued fully
paid at such time as the Board of Directors may designate in exchange for
cash, property, or services, the stock of other corporations or other
values, rights, or things, and the judgement of the Board of Directors as
to the value thereof shall be conclusive.
SEVEN
The capital stock shall be and remain non-assessable. The private
property of the stockholders shall not be liable for the debts or
liabilities of the Corporation.
IN WITNESS WHEREOF, I have set my hand this 2nd, April, 1997.
/s/ MICHAEL METCALFE
------------------------------
Michael Metcalfe
Province of British Columbia )
)
Canada )
On this 2nd day of April, 1997 before me, a Notary Public in and for
said, Province of British Columbia, Canada. Personally appeared, Michael
Metcalfe known to me to be the person whose name is subscribed to the
foregoing instrument, and he duly acknowledged to me that he executed the
same for the purpose therein mentioned.
IN WITNESS WHEREOF, I have set my hand and offered by official seal
in, The City of Vancouver, Province of British Columbia, Canada, the day
and year in this Certificate first above written.
/s/ DAVID R. BISSETT
-----------------------------------
Notary Public
DAVID R. BISSETT
BARRISTER & SOLICITOR
1040 - 999 WEST HASTINGS ST.
VANCOUVER, B.C. V6C 2W2
EXHIBIT 3(ii)
BYLAWS
OF
GLOBAL MEDIA CORP.
A Nevada Corporation
ARTICLE 1
---------
OFFICES
SECTION 1. The registered office of this corporation shall be
in the County of Clark, State of Nevada.
Section 2. The corporation may also have offices at such
other places both within and without the State of Nevada as the Board of
Directors may from time to time determine or the business of the
corporation may require.
ARTICLE 2
---------
MEETINGS OF STOCKHOLDERS
SECTION 1. All annual meetings of the stockholders shall be
held at the registered office of the corporation or at such other place
within or without the State of Nevada as the Directors shall determine.
Special meetings of the stockholders may be held at such time and place
within or without the State of Nevada as shall be stated in the notice of
the meeting, or in a duly executed waiver of notice thereof.
SECTION 2. Annual meetings of the stockholders, commencing
with the year 1997 shall be held on the , each year if not a
legal holiday and, if a legal holiday, then on the next secular day
following, or at such other time as may be set by the Board of Directors
from time to time, at which the stockholders shall elect by vote a Board of
Directors and transact such other business as may properly be brought
before the meeting.
SECTION 3. Special meetings of the stockholders, for any
purpose or purposes, unless otherwise prescribed by statute or by the
Articles of Incorporation, may be called by the President or the Secretary
by resolution of the Board of Directors or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose of the proposed meeting.
SECTION 4. Notices of meetings shall be in writing and signed
by the President or Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the Directors shall
designate. Such notice shall state the purpose or purposes for which the
meeting is called and the time and the place, which may be within or
without this State, where it is to be held. A copy of such notice shall be
either delivered personally to or shall be mailed, postage prepaid, to each
stockholder of record entitled to vote at such meeting not less than ten
nor more than sixty days before such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears upon the records of
the corporation and upon such mailing of any such notice, the service
thereof shall be complete and the time of the notice shall begin to run
from the date upon which such notice is deposited in the mail for
transmission to such stockholder. Personal delivery of any such notice to
any officer of a corporation or association, or to any member of a
partnership shall constitute delivery of such notice to such corporation,
association or partnership. In the event of the transfer of stock after
delivery of such notice of and prior to the holding of the meeting it shall
not be necessary to deliver or
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mail notice of the meeting to the transferee.
SECTION 5. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.
SECTION 6. The holders of a 10% of the stock issued and
outstanding and entitled to vote thereat, present in person or represented
by proxy, shall constitute a quorum at all meetings of the stockholders for
the transaction of business except as otherwise provided by statute or by
the Articles of Incorporation. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, the stockholders
entitled to vote there at, present in person or represented by proxy, shall
have power to adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum shall be present or
represented. At such adjourned meeting at which a quorum shall be present
or represented, any business may be transacted which might have been
transacted at the meeting as originally notified.
SECTION 7. When a quorum is present or represented at any
meeting, the vote of the holders of a 10% of the stock having voting power
present in person or represented by proxy shall be sufficient to elect
directors or to decide any question brought before such meeting, unless the
question is one upon which by express provision of the statutes or of the
Articles of Incorporation, a different vote shall govern and control the
decision of such question.
SECTION 8. Each stockholder of record of the corporation
shall be entitled at each meeting of stockholders to one vote for each
share of stock standing in his name of the books of the corporation. Upon
the demand of any stockholder, the vote for Directors and the vote upon any
question before the meeting shall be by ballot.
SECTION 9. At any meeting of the stockholders any stockholder
may be represented and vote by a proxy or proxies appointed by an
instrument in writing. In the event that any such instrument in writing
shall designate two or more persons to act as proxies, a majority of such
persons present at the meeting, or, if only one shall be present, then that
one shall have and may exercise all of the powers conferred by such written
instrument upon all of the persons so designated unless the instrument
shall otherwise provide. No proxy or power of attorney to vote shall be
used to vote at a meeting of the stockholders unless it shall have been
filed with the secretary of the meeting when required by the inspectors of
election. All questions regarding the qualifications of voters, the
validity of proxies and the acceptance of or rejection of votes shall be
decided by the inspectors of election who shall be appointed by the Board
of Directors, or if not so appointed, then by the presiding officer of the
meeting.
SECTION 10. Any action which may be taken by the vote of the
stockholders at a meeting may be taken without a meeting if authorised by
the written consent of stockholders holding at least a majority of the
voting power, unless the provisions of the statutes or of the Articles of
Incorporation require a greater proportion of voting power to authorise
such action in which case such greater proportion of written consents shall
be required.
ARTICLE 3
---------
DIRECTORS
SECTION 1. The business of the corporation shall be managed
by it's Board of Directors which may exercise all such powers of the
corporation and do all such lawful acts and things as are not by statute or
by the Articles of Incorporation or by these Bylaws directed or required to
be exercised or done by the stockholders.
SECTION 2. The number of Directors which shall constitute the
whole board shall be One. The number of Directors may from time to time be
increased or decreased to not less than one nor more than
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fifteen by action of the Board of Directors. The Directors shall be elected
at the annual meeting of the stockholders and except as provided in section
2 of this Article, each Director elected shall hold office until his
successor is elected and qualified. Directors need not be stockholders.
SECTION 3. Vacancies in the Board of Directors including
those caused by an increase in the number of directors, may be filled by a
majority of the remaining Directors, though less than a quorum, or by a
sole remaining Director, and each Director so elected shall hold office
until his successor is elected at an annual or a special meeting of the
stockholders. The holders of a two-thirds of the outstanding shares of
stock entitled to vote may at any time peremptorily terminate the term of
office of all or any of the Directors by vote at a meeting called for such
purpose or by a written statement filed with the secretary or , in his
absence, with any other officer. Such removal shall be effective
immediately, even if successors are not elected simultaneously and the
vacancies on the Board of Directors resulting therefrom shall only be
filled from the stockholders.
A vacancy or vacancies in the Board of Directors shall be deemed to
exist in case of the death, resignation or removal of any Directors, or if
the authorised number of Directors be increased, or if the stockholders
fail at any annual or special meeting of stockholders at which any Director
or Directors are elected to elect the full authorised number of Directors
to be voted for at that meeting.
The stockholders may elect a Director or Directors at any time to fill
any vacancy or vacancies not filled by the Directors. If the Board of
Directors accepts the resignation of a Director tendered to take effect at
a future time, the Board or the stockholders shall have power to elect a
successor to take office when the resignation is to become effective.
No reduction of the authorised number of Directors shall have the
effect of removing any Director prior to the expiration of his term of
office.
ARTICLE 4
---------
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 1. Regular meetings of the Board of Directors shall
be held at any place within or without the State which has been designated
from time to time by resolution of the Board or by written consent of all
members of the Board. In the absence of such designation regular meeting
shall be held at the registered office of the corporation. Special meetings
of the Board may be held either at a place so designated or at the
registered office.
SECTION 2. The first meeting of each newly elected Board of
Directors shall be held immediately following the adjournment of the
meeting of stockholders and at the place thereof. No notice of such meeting
shall be necessary to the directors in order legally to constitute the
meeting, provided a quorum be present. In the event such meeting is not so
held, the meeting may be held at such time and place as shall be specified
in a notice given hereinafter provided for special meetings of the Board of
Directors.
SECTION 3. Regular meetings of the Board of Directors may be
held without call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.
SECTION 4. Special meetings of the Board of Directors may be
called by the Chairman or the President or by the Vice-President or by any
two directors.
Written notice of the time and place of special meetings shall be
delivered personally to each director, or sent to each director by mail or
by other form of written communication, charges prepaid, addressed to him
at his address as it is shown upon the records or if not readily
ascertainable, at the place in which the meetings of the directors are
regularly held. In case such notice is mailed or telegraphed, it shall be
deposited in the
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United States mail or delivered to the telegraph company at least forty-
eight (48) hours prior to the time of the holding of the meeting. In case
such notice is delivered as above provided, it shall be so delivered at
least twenty-four (24) hours prior to the time of the holding of the
meeting. Such mailing, telegraphing or delivery as above provided shall be
due, legal and personal notice to such director.
SECTION 5. Notice of the time and place of holding an
adjourned meeting need not be given to the absent directors if the time and
place be fixed at the meeting adjourned.
SECTION 6. The transaction of any meeting of the Board of
Directors, however called and noticed or wherever held, shall be as valid
as though had at a meeting duly held after regular call and notice, if a
quorum be present, and if, either before or after the meeting, each of the
directors not present signs a written waiver of notice, or a consent to
holding such meeting, or approvals of the minutes thereof. All such
waivers, consents or approvals shall be filed with the corporate records or
made a part of the minutes of the meeting.
SECTION 7. A majority of the authorised number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn as hereinafter provided. Every act or decision done or
made by a majority of the directors present at a meeting duly held at which
a quorum is present shall be regarded as the act of the Board of Directors,
unless a greater number be required by law or by the Articles of
Incorporation. Any action of a majority, although not at a regularly called
meeting, and the record thereof, if assented to in writing by all of the
other members of the Board shall be as valid and effective in all respects
as if passed by the Board in regular meeting.
SECTION 8. A quorum of the directors may adjourn any
directors meeting to meet again at stated day and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the Board.
ARTICLE 5
COMMITTEES OF DIRECTORS
SECTION 1. The Board of Directors may, by resolution adopted
by a majority of the whole Board, designate one or more committees of the
Board of Directors, each committee to consist of two or more of the
directors of the corporation which, to the extent provided in the
resolution, shall and may exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have
power to authorise the seal of the corporation to be affixed to all papers
which may require it. Such committee or committees shall have such name or
names as may be determined from time to time by the Board of Directors. The
members of any such committee present at any meeting and not disqualified
from voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the meeting in
the place of any absent or disqualified member. At meetings of such
committees, a majority of the members or alternate members at any meeting
at which there is a quorum shall be the act of the committee.
SECTION 2. The committee shall keep regular minutes of their
proceedings and report the same to the Board of Directors.
SECTION 3. Any action required or permitted to be taken at
any meeting of the Board of Directors or of any committee thereof may be
taken without a meeting if a written consent thereto is signed by all
members of the Board of Directors or of such committee, as the case may be,
and such written consent is filed with the minutes of proceedings of the
Board or committee.
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ARTICLE 6
---------
COMPENSATION OF DIRECTORS
SECTION 1. The directors may be paid their expenses of
attendance at each meeting of the Board of Directors and may be paid a
fixed sum for attendance at each meeting of the Board of Directors or a
stated salary as director. No such payment shall preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be allowed like
reimbursement and compensation for attending committee meetings.
ARTICLE 7
---------
NOTICES
SECTION 1. Notices to directors and stockholders shall be in
writing and delivered personally or mailed to the directors or stockholders
at their addresses appearing on the books of the corporation. Notice by
mail shall be deemed to be given at the time when the same shall be mailed.
Notice to directors may also be given by telegram.
SECTION 2. Whenever all parties entitled to vote at any
meeting, whether of directors or stockholders, consent, either by a writing
on the records of the meeting or filed with the secretary, or by presence
at such meeting and oral consent entered on the minutes, or by taking part
in the deliberations at such meeting without objection, the doings of such
meeting shall be as valid as if had at a meeting regularly called and
noticed, and at such meeting any business may be transacted which is not
excepted from the written consent to the consideration of which no object
for want of notice is made at the time, and if any meeting be irregular for
want of notice or of such consent, provided a quorum was present at such
meeting, the proceedings of said meeting may be ratified and approved and
rendered likewise valid and the irregularity or defect therein waived by a
writing signed by all parties having the right to vote at such meeting; and
such consent or approval of stockholders may be by proxy or attorney, but
all such proxies and powers of attorney must be in writing.
SECTION 3. Whenever any notice whatever is required to be
given under the provisions of the statutes, of the Articles of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by
the person or persons entitled to said notice, whether before or after the
time stated therein, shall be deemed equivalent thereto.
ARTICLE 8
---------
OFFICERS
SECTION 1. The officers of the corporation shall be chosen by
the Board of Directors and shall be a President, a Secretary and a
Treasurer. Any person may hold two or more officers.
SECTION 2. The Board of Directors at it's first meeting after
each annual meeting of stockholders shall choose a Chairman of the Board
who shall be a director, and shall choose a President, a Secretary and a
Treasurer, none of whom need be directors.
SECTION 3. The Board of Directors may appoint a Vice-Chairman
of the Board, Vice-Presidents and one or more Assistant Secretaries and
Assistant Treasurers and such other officers and agents as it shall deem
necessary who shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined from time to
time by the Board of Directors.
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SECTION 4. The salaries and compensation of all officers of
the corporation shall be fixed by the Board of Directors.
SECTION 5. The officers of the corporation shall hold office
at the pleasure of the Board of Directors. Any officer elected or appointed
by the Board of Directors may be removed any time by the Board of
Directors. Any vacancy occurring in any office of the corporation by death,
resignation, removal or otherwise shall be filled by the Board of
Directors.
SECTION 6. The CHAIRMAN OF THE BOARD shall, preside at
meetings of the stockholders and the Board of Directors, and shall see that
all orders and resolutions of the Board of Directors are carried into
effect.
SECTION 7. The VICE-CHAIRMAN shall, in the absence or
disability of the Chairman of the Board, perform the duties and exercise
the powers of the Chairman of the Board and shall perform other such duties
as the Board of Directors may from time to time prescribe.
SECTION 8. The PRESIDENT shall be the chief executive officer
of the corporation and shall have active management of the business of the
corporation. He shall execute on behalf of the corporation all instruments
requiring such execution except to the extent the signing and execution
thereof shall be expressly designated by the Board of Directors to some
other officer or agent of the corporation.
SECTION 9. The VICE-PRESIDENT shall act under the direction
of the President and in the absence or disability of the President shall
perform the duties and exercise the powers of the President. They shall
perform such other duties and have such other powers as the President or
the Board of Directors may from time to time prescribe. The Board of
Directors may designate one or more Executive Vice-Presidents or may
otherwise specify the order of seniority of the Vice-Presidents. The duties
and powers of the President shall descend to the Vice-Presidents in such
specified order of seniority.
SECTION 10. The SECRETARY shall act under the direction of the
President. Subject to the direction of the President he shall attend all
meetings of the Board of Directors and all meetings of the stockholders and
record the proceedings. He shall perform like duties for the standing
committees when required. He shall give, or cause to be given, notice of
all meetings of the stockholders and special meetings of the Board of
Directors, and will perform other such duties as may be prescribed by the
President or the Board of Directors.
SECTION 11. The ASSISTANT SECRETARIES shall act under the
direction of the President. In order of their seniority, unless otherwise
determined by the President or the Board of Directors, they shall, in the
absence or disability of the Secretary, perform the duties and exercise the
powers of the Secretary. They shall perform other such duties and have such
other powers as the President or the Board of Directors may from time to
time prescribe.
SECTION 12. The TREASURER shall act under the direction of the
President. Subject to the direction of the President he shall have custody
of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the
corporation and shall deposit all monies and other valuable effects in the
name and to the credit of the corporation in such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the President or the Board of Directors,
taking proper vouchers for such disbursements, and shall render to the
President and the Board of Directors, at it's regular meetings, or when the
Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the corporation.
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SECTION 13. If required by the Board of Directors, he shall
give the corporation a bond in such sum and with such surety as shall be
satisfactory to the Board of Directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of
his death, resignation, retirement or removal from office, of all books,
papers, vouchers, money and other property of whatever kind in his
possession or under his control belonging to the corporation.
SECTION 14. The ASSISTANT TREASURER in the order of their
seniority, unless other wise determined by the President or the Board of
Directors, shall, in the absence or disability of the Treasurer, perform
the duties and exercise the powers of the Treasurer. They shall perform
such other duties and have such other powers as the President or the Board
of Directors may from time to time prescribe.
ARTICLE 9
---------
CERTIFICATES OF STOCK
SECTION 1. Every stockholder shall be entitled to have a
certificate signed by the President or a Vice-President and the Treasurer
or an Assistant Treasurer, or the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned by him in the
corporation. If the corporation shall be authorised to issue more than one
class of stock or more than one series of any class, the designations,
preferences and relative, participating, optional or other special rights
of the various classes of stock or series thereof and the qualifications,
limitations or restrictions of such rights, shall be set forth in full or
summarised on the face or back of the certificate which the corporation
shall issue to represent such stock.
SECTION 2. If a certificate is signed (a) by a transfer agent
other than the corporation or it's employees or (b) by a registrar other
than the corporation or it's employees, the signatures of the officers of
the corporation may be facsimiles. In case any officer who has signed or
whose facsimile signature has been placed upon a certificate shall cease to
be such officer before such certificate is issued, such certificate may be
issued with the same effect as though the person had not ceased to be such
officer. The seal of the corporation, or a facsimile thereof, may, but need
not be, affixed to certificates of stock.
SECTION 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been
lost or destroyed upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed. When
authorising such issue of a new certificate or certificates, the Board of
Directors may, in it's discretion and as a condition precedent to the
issuance thereof, require the owner of such lost or destroyed certificate
or certificates, or his legal representative, to advertise the same in such
manner as it shall require and/or give the corporation a bond in such sum
as it may direct as indemnity against any claim that may be made against
the corporation with respect to the certificate alleged to have been lost
or destroyed.
SECTION 4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly endorsed or
accompanied by proper evidence of succession, assignment or authority to
transfer, it shall be the duty of the corporation, if it is satisfied that
all provisions of the laws and regulations applicable to the corporation
regarding transfer and ownership of shares have been complied with, to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon it's books.
SECTION 5. The Board of Directors may fix in advance a date
not exceeding sixty (60) days nor less than ten (10) days preceding the
date of any meeting of stockholders, or the date for the payment of any
dividend, or the date for the allotment of rights, or the date when any
change or conversion or exchange of capital stock shall go into effect, or
a date in connection with obtaining the consent of stockholders for any
purpose, as a record date for the termination of the stockholders entitled
to notice of and to vote at any such
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meeting, and any adjournment thereof, or entitled to receive payment of any
such dividend, or to give such consent, and in such case, such
stockholders, and only such stockholders as shall be stockholders of record
on the date so fixed, shall be entitled to notice of and to vote at such
meeting, or any adjournment thereof, or to receive such payment of
dividend, or to receive such allotment of rights, or to exercise such
rights, or to give such consent, as the case may be, notwithstanding any
transfer of any stock on the books of the corporation after any such record
date fixed as aforesaid.
SECTION 6. The corporation shall be entitled to recognise the
person registered on it's books as the owner of shares to be the exclusive
owner for all purposes including voting and dividends, and the corporation
shall not be bound to recognise any equitable or other claim to or interest
in such share or shares on the part of any other person, whether or not it
shall have express or other notice thereof, except as otherwise provided by
the laws of Nevada.
ARTICLE 10
----------
GENERAL PROVISIONS
SECTION 1. Dividends upon the capital stock of the
corporation, subject to the provisions of the Articles of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property or in
shares of the capital stock, subject to the provisions of the Articles of
Incorporation.
SECTION 2. Before payment of any dividend, there may be set
aside out of any funds of the corporation available for dividends such sum
or sums as the directors from time to time, in their absolute discretion,
think proper as a reserve or reserves to meet contingencies, or for
equalising dividends or for repairing or maintaining any property of the
corporation or for such other purpose as the directors shall think
conducive to the interest of the corporation, and the directors may modify
or abolish any such reserve in the manner in which it was created.
SECTION 3. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other
person or persons as the Board of Directors may from time to time
designate.
SECTION 4. The fiscal year of the corporation shall be fixed
by resolution of the Board of Directors.
SECTION 5. The corporation may or may not have a corporate
seal, as may be from time to time be determined by resolution of the Board
of Directors. If a corporate seal is adopted, it shall have inscribed
thereon the name of the corporation and the words "Corporate Seal" and
"Nevada". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or in any manner reproduced.
ARTICLE 11
----------
INDEMNIFICATION
Every person who was or is a party or is a threatened to be made a
party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or
a person of whom he is the legal representative is or was a director or
officer of the corporation or is or was serving at the request of the
corporation or for it's benefit as a director or officer of another
corporation, or as its representative in a partnership, joint venture,
trust or other enterprise, shall be indemnified and held harmless to the
fullest extent legally permissible under General Corporation Law of the
State of Nevada time
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to time against all expenses, liability and loss (including attorney's
fees, judgements, fines and amounts paid or to be paid in settlement)
reasonably incurred or suffered by him in connection therewith. The
expenses of officers and directors incurred in defending a civil or
criminal action, suit or proceeding must be paid by the corporation as they
are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director
or officer to repay the amount if it is ultimately determined by a court of
competent jurisdiction that he is not entitled to be indemnified by the
corporation. Such right of indemnification shall be a contract right which
may be enforced in any manner desired by such person. Such right of
indemnification shall not be exclusive of any other right which such
directors, officers or representatives may have or hereafter acquire and,
without limiting the generality of such statement, they shall be entitled
to their respective rights of indemnification under any bylaw, agreement,
vote of stockholders, provision of law or otherwise, as well as their
rights under this Article.
The Board of Directors may cause the corporation to purchase and
maintain insurance on behalf of any person who is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, or as it's
representative in a partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred in any such
capacity or arising out of such status, whether or not the corporation
would have the power to indemnify such person.
The Board of Directors may from time to time adopt further Bylaws with
respect to indemnification and amend these and such Bylaws to provide at
all times the fullest indemnification permitted by the General Corporation
Law of the State of Nevada.
ARTICLE 12
----------
AMENDMENTS
SECTION 1. The Bylaws may be amended by a majority vote of
all the stock issued and outstanding and entitled to vote at any annual or
special meeting of the stockholders, provided notice of intention to amend
shall have been contained in the notice of the meeting.
SECTION 2. The Board of Directors by a majority vote of the
whole Board at any meeting may amend these Bylaws, including Bylaws adopted
by the stockholders.
APPROVED AND ADOPTED this April 8th, 1997.
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CERTIFICATE OF SECRETARY
I, Michael Metcalfe, hereby certify that I am the Secretary of Global
Media Corp., and the foregoing Bylaws, consisting of 9 pages, constitute
the code of Bylaws of Global Media Corp.., as duly adopted at a regular
meeting of the Board of Directors of the corporation held April 8th, 1997.
IN WITNESS WHEREOF, I have hereunto subscribed my name this April 8th,
1997.
/s/ MICHAEL METCALFE
--------------------------------
Secretary
EXHIBIT 10(i)
Dealer No. 1266
------
Distributor No. 1000
------
STAR CHOICE TELEVISION NETWORK INCORPORATED
DEALER PROGRAMMING AGREEMENT
This Dealer Programming Agreement (the "Agreement") is made and
effective as of the 24 day of, June, 1997 by and between Star Choice
Television Network Incorporated ("SCTN") having a principal place of
business at 2398 Route 102 Highway, Lincoln, New Brunswick E3B 7G1, and
WestCoast Wireless Cable LTD., having a principal place of business at #29,
3347-262 STR. Aldergrove, BC V4Ww 2X2 ("Dealer").
INTRODUCTION
A. SCTN is the duly licensed and authorized distributor of Star
Choice Programming throughout Canada.
B. Dealer, acting as an independent contractor, desires to become
authorized, as a commissioned representative of SCTN, to solicit and take
Orders (as defined in Section 2.3 below) by end-users ("Subscribers") for
certain SCTN provided programming on a non-exclusive basis (an "Authorized
Dealer"), only from the "Authorized Premises" incorporated in Exhibit A.
C. SCTN desires to appoint Dealer as an authorized commissioned
representative in accordance with and subject to the terms and conditions
of this Agreement.
AGREEMENT
1. APPOINTMENT OF DEALER
1.1 SCTN appoints Dealer as a non-exclusive authorized commissioned
representative, to solicit and take Orders for SCTN provided programming
and/or programming packages (the "Programming"), subject to all the terms
and conditions of this Agreement. Dealer's appointment shall become
effective on the later to occur of the date that: (i) this Agreement has
been signed by both Dealer and SCTN and (ii) Dealer has been authorized by
Star Choice Marketing Inc. ("SCM") or its Authorized Distributor to
purchase Star Choice DTH Receivers (as defined in Section 2.2 below).
Dealer is only authorized, and shall limit its actions, to soliciting
Orders for Programming. Dealer is only authorized, and shall limit its
actions, to the solicitation and taking of Orders from Subscribers.
1.2 Dealer accepts its appointment as an Authorized Commissioned
Representative and agrees to use its best reasonable commercial efforts to
solicit Orders for Programming. Dealer understands that it may hold itself
out to the public as an Authorized Commissioned Representative of SCTN only
after fulfilling, and for so long as it continues to fulfill, all of the
requirements in this agreement and any other agreements between SCTN and/or
SCM and/or its Authorized Distributor and Dealer, to be entered into
contemporaneously with this Agreement, and only during the Term of this
Agreement.
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2. DEFINITIONS In addition to the capitalized terms defined else Wherein
this Agreement, the following definitions shall apply to this Agreement:
2.1 "Affiliate" shall mean any person or entity directly or
indirectly controlling, controlled By or Under common control with another
person or entity.
2.2 "Star Choice DTH Receiver" shall mean an MPEG-2 DVB/DigiCipher 11
compliant receiver manufactured or distributed by SCM and intended to be
utilized for the reception of programming authorized and distributed by
Star Choice Communications Incorporated and/or Star Choice Television
Network Incorporated and sold to Dealer by SCM or its authorized
distributor (s), such sale confirmed by tracing of serial number and Smart
Card number.
2.3 "Order" shall mean an activated order for certain Programming
which, in complete accordance with all the terms of this Agreement and the
agreement between Dealer and SCM, Dealer solicits and takes from a
Residential Location under the direction of and with the support of SCTN
and/or SCM, and which SCTN or SCM, in their sole discretion, accepts and
activates through authorization of a Star Choice DTH Receiver.
2.4 "Subscriber" means an individual at a Residential Location who
orders Programming from SCTN, who pays for Programming in full, and who
prior to the date on which SCTN activates the Programming, has never
received an audio, video, data or any other programming services from SCTN.
A Subscriber shall not include any individual who would otherwise qualify,
but whose equipment SCTN and/or SCM, in its reasonable discretion, declines
to activate, or any individual who purchased a Star Choice DTH Receiver or
other product which was installed and is used at a location outside of
Canada.
2.5 "Residential Location" shall mean a single family residential
dwelling (i.e. single family houses, apartments, condominiums, or other
dwellings used primarily for residential purposes); provided, however, in
no case shall any satellite master antenna television or private cable
company in a residential multiple dwelling unit (i.e. dormitories, etc.) be
considered a Residential Location. SCTN reserves the right to determine,
in its, sole discretion, whether a location constitutes a Residential
Location, or is more appropriately considered a commercial or non-
residential location.
3. PROGRAMMING
3.1 SCTN, in its sole discretion, shall determine the Programming
(including the packaging of that Programming) for which Dealer, under the
direction of and with the support of SCM, solicits and takes Orders. SCTN
may expand, reduce or otherwise modify Programming from time to time in its
sole discretion. Any changes shall be effective immediately upon
notification by SCTN or SCM, unless SCTN or SCM notifies Dealer of a
different effective date.
3.2 If at any time or for any reason SCTN changes the content of any
Programming or Programming package, Dealer's solicitation and taking of
Orders for the prior Programming or Programming package shall immediately
cease.
4. PRICES SCTN, in its sole discretion, shall determine the retail
prices for Programming. Dealer will solicit and take Orders for
Programming at the retail prices set by SCTN from time to time. SCTN may
increase, decrease or otherwise modify those prices from time to time in
its sole discretion. Any changes shall be effective immediately upon
notification by SCTN or SCM, unless SCTN or SCM notifies Dealer of a
different effective date.
5. SUBSCRIBER ORDER REQUIREMENTS Dealer, during the term of this
Agreement, agrees to achieve a sale, minimum of three (3) Orders for
Programming per month. If Dealer fails to achieve the monthly minimum for
two consecutive months, SCTN shall have the option, in its sole discretion,
to,
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among other things, terminate this Agreement. Failure of SCTN to take any
action in response to Dealer's failure to achieve monthly minimum Orders
for two consecutive months shall not preclude any subsequent action by SCTN
or be deemed a waiver by SUM of its right to take any action as set forth
by failure by Dealer to achieve Dealer's minimum monthly Order requirement
for any subsequent two consecutive months.
6. COMMISSIONS
6.1 Except for special provisions to accommodate the "roll-out"
period, commencing with tile first full calendar month a Subscriber
receives Programming, Dealer shall be entitled to a monthly commission with
respect to that Subscriber (a Commission"). Each Commission payment
(again, except for special provisions to accommodate the "roll-out" period)
shall be paid by SCTN or SCM approximately forty-five (45) days following
the last day of each calendar month for which a Commission is owed to
Dealer (on or about the fifteenth day of each month) Subject to the terms
and condition of this Agreement, Dealer shall continue to receive a
commission on or about the fifteenth day of each month through and
including file fifteenth day of the sixtieth month following the date of
the original Programming order from a Subscriber; however, in the event
that this Agreement expires and is not renewed, no further Commissions
shall be payable to the Dealer from the date of expiration.
6.2 Notwithstanding Section 6.1 above, Dealer shall not be entitled
to any Commission with respect to any Subscriber: (i) whose Programming is
canceled; (ii) who has not paid in full for the Programming; (iii) who has
been issued a credit or refund (to the extent of the credit or refund
issued); or (iv) whose Programming is otherwise terminated, disconnected or
deactivated for any reason.
6.3 Each month, in order to determine the Commissions to which Dealer
is entitled, SCTN or SCM shall calculate file retail price of the
Programming activated by SCTN that month for each Subscriber for which
Dealer is entitled to a commission (excluding any applicable taxes or other
governmental payments with respect to the Programming). SCTN or SCM shall
pay a commission rate to the Dealer for all Programming that is purchased
by Subscribers. Dealer's Commission Schedule is set forth in Exhibit C.
Commissions shall be paid only on Programming that is purchased by
Subscribers who have purchased Star Choice DTH Receivers sold by a Dealer
and installed and used at a Residential Location. SCTN and/or SCM, in its
sole discretion, shall determine whether Dealer is entitled to a
Commission.
6.4 SCTN or SCM shall have no obligation to pay Commissions to Dealer
with respect to any person who would otherwise be a Subscriber, but who was
already receiving any of the Programming, or any other audio, video, data
or other programming from SCTN on the date of the Order. In no event shall
Dealer be entitled to commissions with respect to Star Choice DTH Receivers
not confirmed by SCM is having been purchased by Dealer directly from SCM
or its authorized distributors.
6.5 The Dealer will not receive any Commissions if Dealer, through
its company or any Affiliated person or entity, distributes, markets or
sells any other DTH or Direct to Home (DTH) product or service in Canada,
with the exception of C-Band product and programming for C-Band receivers,
at any time during tile term of this Agreement.
6.6 SCTN or SCM shall deliver to Dealer with each payment of
Commissions, a summary statement (on paper or electronic media at SCTN's or
SCM's option) containing supporting information pertaining to the relevant
Commissions then payable to Dealer.
6.7 Dealer agrees to keep accurate books and records relating to
Commissions. Dealer agrees to include in those books and records the name,
address and telephone number of the Subscribers who purchased Product from
Dealer up to the time of the record review by SCTN or SCM. Dealer agrees
to provide this information to SCM on a monthly basis during the term of
the Agreement. Dealer agrees to maintain during the term of the Agreement
and for a period of 12 months after termination, accurate
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books and records of Commissions and to permit SCTN or SCM or its
representatives reasonable access to such books and records at Dealer
locations at any time upon reasonable notice from SCTN and/or SCM to Dealer
or during the term of this Agreement and for a period of 12 months after
termination. If Dealer fails to provide accurate books and records
relating to its sales of Programming, SCTN and/or SCM shall have the
option, in its sole discretion, to take either of the following measures:
(i) withhold accrued but unpaid Commissions; or (ii) not permit Dealer to
participate in any or all of SCM's programs.
6.8 In the event that Dealer for any reason does not qualify for a
Commission with respect to any Subscriber or any Star Choice DTH Receiver,
SCTN shall be entitled to activate Programming for that Subscriber without
payment of any Commission to Dealer.
6.9 In the event that Dealer is ever paid a Commission but the
Subscriber either fails to pay in full for the Programming, or a refund or
credit is issued to the Subscriber for any reason (SCTN and/or SCM shall
have the discretion to issue a credit or refund in its sole discretion),
Dealer shall be charged back the Commission paid, if any, relating to such
unpaid, credited or refunded portion.
6.10 In no event shall Dealer offset any amounts due to SCTN or SCM
from Dealer for any Commissions owed to Dealer by SCTN or SCM or any other
sums owed to Dealer by SCM against any amounts due to SCTN or SCM from
Dealer for any reason. In the event that the Commissions paid by SCTN or
SCM to Dealer exceed the amount to which Dealer was entitled, or if Dealer
is indebted to SCM for any other reason, Dealer acknowledges and agrees
that SCTN or SCM shall have the right to offset any such amounts due to SCM
from Dealer for any reason against any Commissions or other money otherwise
due to Dealer from SCTN or SCM. Further, should one or more contracts now
or hereafter exist between SCM and Dealer, or if SCM is holding funds or
equipment to be paid or disbursed to Dealer pursuant to business, dealings
between the parties not reflected in any contract (all such other contracts
and business dealings with SCM are herein collectively referred to as the
"Other Agreements"), SCTN or SCM may deduct from any amounts due or to
become due to Dealer under this Agreement any sums which Dealer owes to
SCM, whether or not then due, arising out of this Agreement or the Other
Agreements, as well is any and all amounts for which SCM may become liable
to third parties by reason of Dealer's acts in performing, or failing to
perform, Dealer's obligations under this Agreement or any of the Other
Agreements. Further, SCTN or SCM may withhold such sums from any monies
due or to become due to Dealer hereunder as SCM, in its sole discretion,
deem-, necessary to protect SCM from any loss, damage, or expense relating
to or in response to any claim or threatened claim of which SCM becomes
aware concerning Dealer or the performance of Dealer's duties hereunder.
SCTN's and/or SCM's right to money due and to become due hereunder shall
not be subject to any defense (except payment),offset, counterclaim, or
recoupment of Dealer whatsoever, including, but not limited to, any which
might raise from a breach of this Agreement by SCTN.
6.11 SCTN's calculation of Commissions and offset amounts shall be
binding absent manifest error. If, after the termination of this Agreement
SCTN or SCM has paid, or taken offsets against, all Commissions, then
Dealer shall pay to SCM, within five (5) days after the day on which Dealer
receives SCM's written notice thereof, all offset amounts which SCM has not
already recovered.
6.12 Dealer acknowledges and agrees that, in addition to any other
rights and remedies available, SCTN or SCM shall not pay any Commissions to
Dealer which would otherwise be due to Dealer for any reason in the event
that Dealer is in breach or default of this Agreement, and SCTN and/or SCM
shall have no liability to Dealer as a result thereof.
6.13 Under no circumstance shall Dealer collect any payment directly
from any Subscriber. In the event that notwithstanding Dealer's best
efforts to comply with this requirement, any Subscriber forwards any
payment to Dealer rather than to SCTN directly, Dealer shall immediately
forward the payment to SCTN without deduction or offset of any kind, and
shall instruct the Subscriber that all future payments must be made to SCTN
directly.
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6.14 Dealer acknowledges and agrees that the Commissions payable
pursuant to this Agreement constitute the sole Commissions or other fees
payable by SCTN or SCM to Dealer for Dealer solicitation and taking of
Orders for Programming, or for any other audio, video, data or other
programming provided by SCTN.
6.15 No payment to Dealer under this Agreement, whether in full or in
part, shall be deemed to operate as SCTN's acceptance or admission that
Dealer has complied with any provisions of this Agreement.
7. ORDERS
7.1 Dealer agrees to use its reasonable commercial efforts to solicit
and take Orders for Programming from Subscribers, and to use its best
commercial efforts to promote and enhance SCTN's and SCM's business,
reputation and goodwill. Dealer shall allow only its full-time employees
(and not any independent contractors, sub-agents or other person or entity)
to solicit, take or transmit any Orders, unless Dealer obtains SCTN's
and/or SCM's specific prior written consent to use of such other person or
entity, which consent may be withheld in SCTN's and/or SCM's sole
discretion.
7.2 Dealer shall not condition, tie or otherwise bundle any purchase
of Programming with tile purchase of other services or products other than
as specifically agreed to in writing by SCTN and/or SCM inn advance. In
tile event that Programming is sold by the Dealer at the same time as a
Star Choice DTH Receiver or other related equipment, the Programming price
shall be specifically and separately set forth on the sales slip. Unless
SCTN and/or SCM specifically approves of some other method of writing,
Dealer shall only permit the purchase of Programming to be accomplished if
at the time of the purchase, Dealer disclose to the Subscriber that the
Programming portion of the sale is being made by SCTN, the purchase is made
by the Subscriber, and the Programming purchase is directly between the
Subscriber and SCTN.
7.3 Dealer will promptly forward to SCTN all Orders for Programming
in the manner prescribed by SCTN from time to time. Dealer understands
that SCTN or SCM shall have the right, in its discretion, to accept or
reject, in whole or in part, all Orders for Programming.
7.4 Dealer shall take all actions and refrain from taking any action,
as reasonably requested by SCTN and/or SCM in connection with the
marketing, advertisement, promotion of, or taking of Orders and Dealer
shall cooperate by supplying SCTN and/or SCM with information relating to
those actions as SCTN and SCM reasonably requests.
8. USE OF TRADEMARKS, SERVICE MARKS AND TRADE NAMES BY DEALER.
Dealer shall sign the Trademark License Agreement, in the form
attached as Exhibit B hereto.
9. CONDUCT OF BUSINESS
9.1 BUSINESS ETHICS. Dealer shall not engage in any activity or
business transaction which could be considered unethical, as determined by
SCM, or damaging to SCTN's or SCM's image or goodwill in any way. Dealer
shall under no circumstances take action which could be considered
disparaging to SCTN or SCM. Dealer shall comply with all applicable
governmental statutes, laws, rules, regulations, ordinances, codes,
directives, and orders (whether federal, provincial, municipal or
otherwise) ("Laws"), and Dealer is solely responsible for its compliance
with all Laws which apply to its obligations under this Dealer Programming
Agreement.
9.2 SIGNAL THEFT. Dealer shall not directly or indirectly; (i)
engage in any signal theft, piracy or similar activities; (ii) alter any
Star Choice DTH Receivers or "Smart Cards", or any other equipment
compatible with programming delivered by SCTN to be capable of signal the
(or for any other
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reason without (lie express written consent of SCTN and/or SCM); (iii) sell
any equipment altered to permit signal theft or other piracy; or (iv) aid
any others in engaging in any of the above described activities. Dealer
shall immediately notify SCTN and/or SCM if it becomes aware of any such
activity.
10. TERM AND TERMINATION
10.1 TERM. Subject to Section 9.2 of this Agreement, and other
provisions providing for early termination, this Agreement is for a fixed
term of one-year (365 days) commencing on ______________,1997. This
Agreement is not automatically renewable. Except as provided to the
contrary in this Agreement, any obligations of the parties arising prior to
expiration or termination of this Agreement shall survive expiration or
termination and continue in full force and effect. The acceptance of any
Order from, or the sale of any products (including, but not limited to, any
product bearing the Trademark) to the Dealer after the expiration or
termination of this Agreement shall not be construed as a renewal or
extension of this Agreement. Rather, any such continued sales, if any,
shall be considered as sales on a non-exclusive basis and on such terms as
SCM may impose, in its sole discretion.
10.2 TERMINATION BY EITHER PARTY UPON DEFAULT. This Agreement may be
terminated by a party (the "Affected Party"), in accordance with the
procedures set forth in Section 10.4 below, upon the occurrence of any of
the following with respect to the other party (the "Other Party").
(a) The Other Party commits a payment default which is not cured
within ten (10) days of receipt (if written notice from the Affected Party.
(b) The Other Party defaults on any obligation or breaches any
representation, warranty or covenant in this Agreement or the Trademark
License Agreement (regardless of whether breach or default of such
obligation, representation, warranty or covenant is designated as giving
rise to a termination right), and -such default or breach is not cured
within ten (10) days of receipt of written notice from the Affected Party.
The Parties agree that all obligations, representation, warranties and
covenants contained in this Agreement, whether or not specifically
designated as such, are material to the agreement of the parties to enter
into and continue this Agreement.
10.3 TERMINATION BY SCTN. This Agreement shall terminate
automatically should any of the following occur, unless SCTN and/or SCM
notifies the Dealer to the contrary: (i) Dealer becomes insolvent or
voluntary or involuntary bankruptcy, insolvency or similar proceedings are
instituted against Dealer; (ii) Dealer, for more than twenty (20)
consecutive days, fails to maintain operations as a going business; (iii)
Dealer, or any officer, director, substantial shareholder or principal of
the Dealer is convicted in a court (if competent jurisdiction of any
offenses substantially related to the business conducted by the Dealer in
connection with this Agreement or of any offense punishable by a term of
imprisonment; (iv) Dealer fails to comply with any applicable federal,
provincial or local law or regulation or engages in any practice which is
determined to be an illegal or unfair trade practice in violation of any
applicable federal, provincial or local law or regulation; (v) Dealer's
falsification of any records or reports required hereunder; (vi) Dealer's
failure to renew, or the loss, due to suspension, cancellation or
revocation, for a period of fifteen (15) days or more, of any license,
permit or similar document or authority required by law or governmental
authority having jurisdiction, that is necessary in carrying out the
provisions of this Agreement and in maintaining its corporate or other
business status, as in effect as of the effective date of this Agreement;
(vii) Dealer makes any representation or promise on behalf of SCTN and/or
SCM inconsistent with the representations or promises that SCTN has
specifically authorized Dealer to make on behalf of SCTN and/or SCM in this
Agreement; (viii) any actual or alleged fraud, misrepresentation or alleged
action of any sort made by Dealer in connection with Other Agreements; (ix)
breach or default of any of the terms in the Trademark License Agreement,
set forth in Exhibit B herein; (x) the Trademark License Agreement, set
forth in Exhibit B, terminates for any reason; or (xi) the agreement
between SCM and Dealer or between SCM's Authorized Distributor and Dealer,
which is entered into contemporaneously with this Agreement, terminates; or
(xii) Dealer's failure to achieve minimum monthly Orders requirements for
Programming as set out in Article 5 above.
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10.4 TERMINATION OF AGREEMENT. Dealer agrees that if this Agreement
terminates for any reason, then Dealer shall:
10.4.1 immediately discontinue all sales of Programming, and
immediately cease to represent and/or imply to any person or entity
that Dealer is an Authorized Dealer or Authorized Commissioned
Representative for SCTN;
10.4.2 immediately discontinue all use of the Trademark
associated in any way whatsoever with the Programming, including,
without limitation, DTH, Star Choice and all Trademarks or names
associated with any programming included in the Programming.
Moreover, the Trademark License Agreement set forth in Exhibit B shall
also terminate.
10.4.3 deliver to SCM, or destroy, at SCM's option all
tangible things of every kind in the possession or control of Dealer
that bear any of the Trademarks;
10.4.4 upon request by SCM, certify in writing to SCM that
such delivery or destruction has taken place; and
10.4.5 at the option of SCM, cease to be authorized to
purchase StarChoice DTH Receivers.
11. FORFEITURE OF COMMISSIONS AFTER TERMINATION
Commissions shall be paid by SCTN or SCM to Dealer during the term of
the Agreement; however, immediately following the termination of the
Agreement, SCTN or SCM will end all payments of Commissions, to the Dealer
and SCTN or SCM shall have no liability to the Dealer, and Dealer shall
have no right to require that SCTN or SCM continue any payment of
Commissions.
12. STATUS OF DEALER
12.1 DEALER NOT A PARTNER OR EMPLOYEE. It is understood and agreed
that Dealer is an independent contractor, who solicits and takes Orders for
Programming as a commissioned sales representative of SCTN. It is further
understood and agreed that Dealer has no right or authority to make any
representation, promise or agreement on behalf of SCTN and/or SCM except
for such representations, promises, or agreements as SCTN and/or SCM shall
specifically authorize, in writing, Dealer to make. Any such inconsistent
or additional warranty or representation made by Dealer shall constitute a
breach of, and serve as grounds for, an automatic termination of this
Agreement pursuant to Section 10.3.
12.1.1 The relationship of the parties hereto is that of
independent contractors. Dealer shall conduct its business as an
independent contractor, and all persons employed in the conduct of
such business shall be Dealer's employees only.
12.1.2 Dealer, at its sole expense, shall provide and maintain
facilities, vehicles, tools and equipment as may be proper for
operations under this Agreement, and from which it shall operate, and
SCTN and/or SCM shall not have any responsibility or liability
relating to said facilities, vehicles, tools and equipment.
12.1.3 Dealer shall have no authority to employ persons on
behalf of SCTN and/or SCM and no employees of Dealer shall be deemed
to be employees or agents of SCTN and/or SCM. No employees of Dealer
shall be represented as, or represent themselves as, employees or
partners of SCTN and/or SCM, and shall not under any circumstance
represent that they have any greater rights than those specifically
provided in this Agreement Dealer shall have the sole
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and exclusive right to hire, transfer, suspend, layoff, recall,
promote, assign, discipline, adjust grievances and discharge its
employees. Dealer is solely responsible for all salaries and other
compensation of all Dealer's employees.
12.2 NO FRANCHISE RELATIONSHIP. Dealer acknowledges that SCTN or SCM
have not required Dealer to pay any franchise fee or other payment as a
condition of this Agreement. Dealer represents and warrants to SCTN and
SCM that Dealer does not and shall not claim itself to be a franchisee of
SCTN and SCM, either in relation to this Dealer Programming Agreement, or
for any purpose, under any Law.
13. LIMITATION OF LIABILITY
13.1 Except as provided in Section 11, upon termination for any reason
set forth herein, SCTN or SCM shall have no liability or obligation to
Dealer whatsoever. For example and not by limitation, in any such event
Dealer shall have no right to require SCTN or SCM to continue to allow
Dealer to act as an Authorized Dealer to solicit Orders on behalf of SCTN
or SCM, and Dealer shall not be entitled to any further Commissions with
respect to prior or future sales. Dealer agrees that upon expiration or in
the event of termination of this Agreement for any reason, no amounts spent
in its fulfillment will be recoverable from SCTN or SCM by the Dealer.
13.2 In no event shall SCTN or SCM be liable for any exemplary,
special, incidental or consequential damages to Dealer (including without
limitation, any payment for lost business, future profits, loss of
goodwill, reimbursement for expenditures or investments made or commitments
entered into, creation or clientele, advertising costs, termination of
employees or employees salaries, overhead or facilities incurred or
acquired based upon the business derived or anticipated under this
Agreement), whether foreseeable or not, claims under Dealer termination,
protection, non-renewal or similar laws, for any Cause whatsoever whether
or not caused by SCTN or SCM negligence, gross negligence or willful
Misconduct. In no event shall any projections or forecasts by SCM be
binding as commitments or promises.
13.3 PAYMENT, FORFEITURE AND CANCELLATION. Upon Expiration or
termination of this Agreement for any reason, all sums due SCTN or SCM by
Dealer shall be paid within five (5) days after the day oil which Dealer
receives written notice thereof.
13.4 AUTHORIZED DEALER STATUS. Upon expiration or termination of this
Agreement for any reason, Dealer shall immediately cease to solicit and
take Orders for Programming, and shall immediately cease to represent that
it is an Authorized Dealer or an authorized commissioned representative of
SCTN and/or SCM.
12.5 SURVIVAL OF TERMS. The rights and obligations of the parties
which would logically be expected to survive expiration or termination,
shall survive expiration or termination of this Agreement.
14. INDEMNIFICATION
14.1 Dealer shall indemnify, defend and hold SCTN and/or SCM, and its
and their respective officers, directors, employees, agents and
shareholders, and its and their respective assigns, heirs, successors and
legal representatives harmless from and against, any and all costs, losses,
liabilities, damages, lawsuits judgments, claims, actions, penalties, fines
and expenses (including, without limitation, interest, penalties,
reasonable legal fees and all monies paid in the investigation, defense or
settlement of any or all. of the foregoing "Claims") that arise out of, or
are incurred in connection with: (i) Dealer's performance or failure of
performance under this Agreement and any direct or indirect results
thereof, (ii) Dealer's acts or omissions, lawful or unlawful, (or those of
any of Dealer's employees or agents, whether or not such acts are within
the scope of employment of such employees or agents) relating to the sale,
marketing, advertisement or promotion of Programming and Star Choice DTH
Receivers and equipment; (iii) breach of any of Dealer's representations or
warranties herein; (iv) all purchases,
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contracts, debts and/or alleged violation of, any applicable laws, statute,
ordinance, governmental administrative order. rule or regulation; (v) the
failure of Dealer to comply with any provision of this agreement; (vi)
failure to collect adequate taxes and remit same to SCTN and/or SCM as
required herein; or, (vii) brought by Dealer's employees or agents for
compensation and/or damages arising out of the expiration or termination of
this Agreement.
15. MISCELLANEOUS
15.1 TAXES, FEES, ETC. Dealer, at its expense, shall pay and
discharge all license fees business, use sales, gross receipts, income,
property, federal, provincial or other similar or different taxes or
assessments which may be charged or levied upon Dealer by reason of
anything performed under this Agreement.
15.2 SUCCESSOR INTEREST; NO ASSIGNMENT BY DEALER. This Agreement is
binding upon the heirs. legal representatives, successors and assigns of
SCTN and Dealer. SCTN may assign this Agreement in whole or in part at any
time without the consent of Dealer. This Agreement shall not be assigned
by Dealer. Any merger, reorganization or consolidation of Dealer shall be
deemed an assignment. If any person not a substantial shareholder of
Dealer (less than a 25% interest) as of the date of this Agreement becomes
a substantial shareholder of Dealer (greater than a 25% interest), that
shall be Considered an impermissible assignment.
15.3 CHOICE OF LAW AND EXCLUSIVE JURISDICTION.
15.3.1 The relationship between the parties including all
disputes and claims, whether arising in contract, tort, or under
statute, shall be governed by and construed in accordance with the
laws of the Province of New Brunswick and Canada without giving any
effect to its conflict of law provisions.
15.3.2 Any and all disputes arising out of, or in connection
with, the interpretation, performance or the nonperformance of this
Agreement or any and all disputes arising out of, or in connection
with, transactions in any way related to this Agreement and/or the
relationship between the parties (including but not limited to the
termination of this Agreement or the relationship and Dealer's rights,
thereunder or disputes under rights granted pursuant to statutes or
common law, including those in the province in which Dealer is
located) shall be litigated solely and exclusively before the Court of
Queen's Bench of New Brunswick. The parties consent to the in
personal jurisdiction of said court for the purposes of any such
litigation,
and waive, fully and completely, any right to dismiss and/or transfer
any action pursuant to the New Brunswick's Court of Queen's Bench
Rules of Court (or any successor statute).
15.4 SEVERABILITY. The parties agree that each provision of this
Agreement shall be construed as separable and divisible from every other
provision and that the enforceability of any one provision shall not limit
the enforceability, in whole or in part, of any other provision hereof. In
the event that a court of Competent jurisdiction determines that a
restriction contained in this Agreement shall be unenforceable because of
the extent of time or geography, such restriction shall be deemed amended
to conform to such extent of time and/or geography as such court shall deem
reasonable.
15.5 WAIVER. The failure of any party to insist upon strict
performance of any provision of this AP Agreement shall not be construed as
a waiver of any subsequent breach of the same or similar nature. All
rights and remedies reserved to either party shall be cumulative and shall
not be in limitation of any other right or remedy which such party may have
at law or in equity.
15.6 Entire Agreement.
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15.6.1 This Agreement sets forth the entire, final and
complete understanding between the parties hereto relevant to the
subject matter of this Agreement, and it supersedes and replaces at I
previous understandings or agreements, written, oral, or implied,
relevant to the subject matter of this Agreement made or existing
before the date of this Agreement. Except as expressly provided by
this Agreement, no waiver or modification of any of the terms or
conditions of this Agreement shall be effective unless in writing and
signed by both parties.
15.6.2 The headings in this Agreement will not be used to
interpret or construe its provisions.
15.6.3 Nothing in this Agreement shall be construed to require
commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any law, such law
shall prevail; provided, however, that in such event, the affected
provisions of this Agreement shall be modified to the minimum extent
necessary to permit compliance with such law and all other provisions
shall continue in full force and effect.
15.6.4 By executing this Agreement, the parties indicate their
complete agreement to all matters set forth herein.
15.7 COMPLIANCE WITH LAW. The parties shall comply with, and agree
that this Agreement is subject to, all applicable federal, provincial and
local laws, rules and regulations, and all amendments thereto, now enacted
or hereafter promulgated in force during the term of this Agreement.
15.8 FORCE MAJEURE. Notwithstanding anything to the contrary in this
Agreement, neither party shall be liable to the other for failure to
fulfill its obligations hereunder if such failure is caused by or arises
out of an act of force majeure including acts of God, war, riot, natural
disaster, technical failure (including the failure of all or part of the
domestic communications satellite, or transponders on which the Programming
is delivered to Subscribers, or of the related unlinking or other
equipment) or any other reason beyond the reasonable control of the party
whose performance is prevented during the period of such occurrence.
15.9 CONFIDENTIALITY. At all times during the Term of this Agreement
and for a period of three (3) years thereafter, Dealer and its employees
will maintain, in confidence, the terms and provisions of this Agreement,
as well as all data, summaries, reports or information of all kinds,
whether oral or written, acquired, devised or developed in any manner from
SCTN and/or SCM personnel or files, or as a direct or indirect result of
Dealer's actions or performance under this Agreement, and Dealer represents
that it has not and will not reveal the same to any persons not employed by
the Dealer, except: (i) at the written direction of SCTN and/or SCM; (ii)
to the extent necessary to comply with law, the valid order of a court of
competent jurisdiction or the valid order or requirement of a governmental
agency or any successor agency thereto, in which event Dealer shall notify
SCTN and/or SCM in advance, prior to making any disclosure, and shall seek
confidential treatment of such information; (iii) as part of its normal
reporting or review procedure to its parent company, its auditors and its
legal counsel, provided such parent company, auditors and legal counsel
agree to be bound by the provisions of this Section 15.9; or (iv) to the
extent necessary to permit the performance of obligations under this
Agreement.
Dealer acknowledges and agrees that any and all Subscriber names and
information ("Subscriber Information") provided to Dealer by SCTN or SCM in
any form or through any means, or which Dealer obtains as a result of its
actions in performance of this Agreement, are as between Dealer and SCTN
proprietary to SCTN, and shall be treated confidentially by Dealer. During
the term of this Agreement and at all times thereafter, Dealer agrees that
it will treat all Subscriber Information as strictly confidential, and
shall not disclose any Subscriber Information or use, or permit any others
to use, any Subscriber Information, except in accordance with a limited
purpose specifically permitted under this Agreement. By example, but not
by way limitations Dealer shall not use any Subscriber Information for
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the purpose of soliciting, or to permit any others to solicit, Subscribers
to subscribe to any other programming services, and Dealer shall under no
circumstance directly or indirectly reveal any Subscriber Information to
any third party for any reason without the express prior written consent of
SCTN and/or SCM, which SCTN and/or SCM may withhold in its sole and
absolute discretion.
Dealer agrees that if it breaches the obligation in Section 15.9, it
will result in the substantial likelihood (if irreparable harm and injury
to SCTN for which monetary damages alone would be an inadequate remedy, and
which damages are difficult to accurately measure. Accordingly, Dealer
agrees that SCTN shall have the right, in addition to any other remedies
available, to obtain immediate injunctive relief as well as other equitable
relief allowed by the federal and provincial courts. The foregoing remedy
of injunctive relief is agreed to without prejudice to SCTN to exercise any
other rights and remedies it might have, including without limitation, the
right to terminate this Agreement and seek damages, or other legal or
equitable relief.
15.10 REMEDIES CUMULATIVE. It is agreed that the rights and
remedies herein provided in case of default or breach by Dealer of this
Agreement are cumulative and shall not affect in any manner any other
remedies that SCTN may have by reason of such default or breach by Dealer.
The exercise of any right or remedy herein provided shall be without
prejudice to the right to exercise any other right or remedy provided
herein, at law, or in equity.
15.11 LEGAL COSTS. The losing party in any litigation or
arbitration shall pay all costs of the prevailing party in addition to its
own, and in addition to any other relief to which the prevailing party may
be entitled.
16. GENERAL PROVISIONS. The terms and conditions attached as Exhibits A,
B and C are fully incorporated into this Agreement.
By signing below, Dealer hereby indicates its acceptance of the terms of,
and agreement to, this Agreement.
Approved by:
Star Choice Television Dealer:
Network Incorporated
By: /s/ By: /s/
---------------------------- ----------------------------
Title: Vice President Title: President
------------------------- -------------------------
Date: 16 AUG 97 Date: 23 JUN 97
------------------------- -------------------------
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EXHIBIT A
AUTHORIZED PREMISES
1. 83 Victoria St.
Nanaimo B.C.
2. 29 3347-262nd Street
Acdelgrove B.C.
3. 97-41 112th Ave
Grand Praire
Alisemza
4.#44-2568 Sandpiper Dr
Karloops B.C
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EXHIBIT B
TRADEMARK LICENSE AGREEMENT
THIS TRADEMARK LICENSE AGREEMENT (the "Agreement") is made and entered
into as of the 24 day of June 1997 by and between Star Choice Television
Network Incorporated ("SCTN") with a place of business 2398 Route 102
Highway, Lincoln, New Brunswick E3B 7G1 and WestCoast Wireless Cable Ltd.,
with its principal place of business at #29, 3347-262 St. Aldergrove, BC
V4W 2X2 ("Dealer").
A. SCTN conducts business in worldwide locations as, among other
things, a distributor of direct broadcast satellite-delivered, multi-channel,
digital audio, video and data services ("Programming") to subscribers; and
B. Dealer conducts business as, among other things, a retailer of
satellite television products and services to subscribers; and
C. Dealer desires to be permitted to use certain Star Choice
trademarks, service marks and trade names (the "Trademarks") as SCTN and/or
SCM, in its sole discretion, may authorize, from time to time, under a
non-exclusive license, in order to solicit orders for Star Choice Programming.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. SCTN hereby grants to Dealer a non-exclusive, non-transferable.
revocable license (the "License") to use the Trademarks and such other
trademarks as SCTN or SCM may from time to time expressly in writing permit
Dealer to use during the term of this Agreement and no other term or
license whatsoever, in its local advertising and promotional materials and
at its business locations. No such materials shall indicate that any
agreement of agency, partnership, joint venture, franchise or of exclusive
or non-exclusive Dealer exists between Dealer and SCTN or SCM, unless SCTN
or SCM and Dealer enter into a separate written agreement permitting Dealer
to do so. Notwithstanding the above, Dealer shall provide to SCTN or SCM,
at least thirty (30) days prior to first use, an example of any advertising
or promotional materials in which Dealer intends to use any Trademarks, and
any such other trademarks, which use has not, within the past twelve
months, been approved by SCTN or SCM in exactly the form intended for use.
SCTN or SCM may reject and prohibit Dealer from using such materials, for
any reason or reasons in its sole discretion. If Dealer is required to,
but fails to provide SCTN or SCM with proposed advertising or promotional
materials at least thirty (30) days prior to first use, SCTN or SCM shall
have just cause to immediately terminate the License by providing written
notice to Dealer to that effect. This Agreement is not intended, nor shall
it be construed, as creating any obligation on the part of SCTN or SCM to
enter into any such agreement with Dealer. Further, this Agreement is not
intended, nor shall it be construed, as providing any rights to Dealer to
purchase or sell products or programming manufactured and/or distributed by
SCTN or SCM. Dealer expressly recognizes and agrees that any goodwill now
existing or hereafter created through any sales by Dealer of products or
programming manufactured and/or distributed by SCTN or SCM, shall inure to
SCTN's or SCM's sole benefit. This License shall be effective until
terminated by either party in accordance with the terms of this Agreement,
or until termination of the Authorized Dealer Hardware Agreement between
SCM or its Authorized Distributor and Dealer, or until termination of the
Dealer Programming Agreement between SCTN and Dealer.
2. The License granted by SCTN is granted to Dealer only. Dealer
has no authority to transfer or grant any sublicense to any other entity or
individual for any reason, and if Dealer does so, such action shall
terminate the License granted herein, at SCTN's option, at any time
thereafter. Dealer shall immediately cease using Trademarks upon
termination or expiration of this Agreement for any reason. Upon
expiration or termination of this Agreement, at SCTN's option Dealer shall
immediately destroy or deliver to SCTN or SCM any and all advertising and
promotional materials in Dealer's possession with Trademarks on them. If
SCTN or SCM requests destruction of advertising and
13
<PAGE>
promotional materials, Dealer shall promptly execute an affidavit
representing at a minimum that such materials were destroyed, and the date
and means of destruction.
3. Dealer expressly recognizes and acknowledges that the License, as
well as any past use of the Trademarks in any manner whatsoever by Dealer
(including but not limited to use on signs, business card or in
advertisements), shall not confer upon Dealer any proprietary rights or
interest to any Trademarks including, but not limited to any existing or
future goodwill in the Trademarks. All goodwill in the Trademarks shall
inure to SCTN's or SCM's sole benefit. Further, Dealer waives any and all
past, present, or future claims it has or might have to the Trademarks, and
acknowledges that as between SCTN and Dealer, SCTN has the exclusive rights
to own and use the Trademarks, and that SCTN retains full ownership of the
Trademarks notwithstanding the License granted herein. While Dealer has no
right or authority to do so, in the event that Dealer has previously, or in
the future reserves, files, or registers any of the Trademarks of SCTN,
Dealer agrees to notify SCTN immediately, and immediately upon request of
SCTN. to assign any and all interest to SCTN that is obtained through the
reservation, filing, or registration of the Trademarks in Canada, in the
country in which Dealer is located or any foreign jurisdiction, and hereby
acknowledges that any such reservation, filing, or registration of the
Trademarks, whenever occurring, shall be on behalf of and for the sole
benefit of SCTN, and Dealer waives all claims or rights to any compensation
whatsoever therefor. Dealer's obligations in this paragraph shall survive
the expiration or termination of this Agreement.
4. Nothing in the Agreement shall be construed to bar SCTN from
protecting its right to the exclusive use (if its Trademarks against
infringement thereof by any party or parties, including Dealer, either
during the term of this Agreement or following any expiration or
termination of Dealer's right to such the Trademarks pursuant to this
Agreement. Dealer will promptly and fully advise SCTN or SCM of any use of
any mark that may appear to infringe the Trademarks. Dealer will also
fully cooperate with SCTN in defense and protection of the Trademarks, at
SCTN's expense. Similarly, nothing in this Agreement shall be construed to
require that SCTN take any action to protect the Trademarks in any
instance, and SCTN shall not be liable to Dealer in any manner whatsoever
for failure to take any such action.
5. This Agreement shall continue for a period of time equal to the
term of the Authorized Dealer Programming Agreement between SCTN and
Dealer, and of the Authorized Dealer Hardware Agreement between SCM or its
Authorized Distributor and Dealer, unless terminated earlier for a reason
Provided herein.
6. Any and all disputes, claims or actions that may arise under or
out of this Agreement shall be governed, interpreted and enforced in
accordance with the laws of the Province of New Brunswick, and shall
otherwise be resolved in accordance with the dispute resolution provisions
of the Authorized Dealer Programming Agreement to which this Trademark
License Agreement is attached.
7. This Agreement may be executed in two or more counterparts, each
of which shall be an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by
their duly authorized representatives as of the day and year first above
written.
Star Choice Television Dealer
Network Incorporated
BY: /s/ By: /s/ MICHAEL METCALFE
------------------------- -------------------------
Its: Vice President Its: President
------------------------- -------------------------
Michael Metcalfe
WESTCOAST WIRELESS CABLE
14
<PAGE>
EXHIBIT C
DEALER COMMISSION SCHEDULE
NET SUBSCRIPTIONS PER MONTH *COMMISSION RATE
--------------------------- ----------------
0 - 10 2%
11 - 20 3%
21 plus 4%
COMMISSIONS APPLIES TO TOTAL ACCUMULATED CUSTOMER BASE RETAILED.
*Independent Dealer Single Store formula. Multistore dealers will be
calculated per store.
15
EXHIBIT 10(ii)
GLOBAL MEDIA CORP.
OFFERING SALES AGENCY AGREEMENT
This Agreement is made by and between GLOBAL MEDIA CORP. a Nevada
Corporation ("the Company") and Pacific Rim Investments, Inc., a
Corporation organised under the laws of the Republic of Vanuatu (the "Sales
Agent") concerning an offering of Shares of the Company's Common Stock to
be conducted by the Sales Agent (the "Shares" and the "Offering").
The Parties Agree as follows:
1. ENGAGEMENT AS SALES AGENT. Pacific Rim Investments, Inc., is
hereby engaged by the Company as a Sales Agent for the Offering to sell up
to 12,000 Common Shares at a price to the Purchasers thereof of $0.25 U.S.
per Share. The Sales Agent's engagement shall be on a "best efforts"
"continuous offering" basis. This Agreement shall terminate when all of the
Shares to be offered pursuant to this Agreement are sold unless terminated
earlier pursuant to this Agreement. The Sales Agent will promptly deliver
funds by noon of the third business day following it's receipt into an
account of the Company, and all payments will be made by wire transfer of
funds to the Company. Promptly upon execution of this Agreement, the
Company shall cause such certificates representing 49,400 Shares of Common
Stock to be issued in the name of the Sales Agent. Such certificates shall
be free of any restrictive legend as to it's transferability. However, the
Company's Transfer Agent shall prohibit the transfer of Shares except as
certified by the Sales Agent and the Company of the sale of the Shares
pursuant to this Offering and as set forth in Paragraph below.
2. COMPLIANCE WITH SECURITIES LAWS. The Company and the Sales Agent
have and will comply with all necessary or desirable statutory or
regulatory requirements in the United States of America ("United States"),
the Republic of Vanuatu and each state or nation in which the securities
may be offered or sold in connection with the Offering. The Sales Agent
will not act without having received all such consents or approvals of
governmental or other agencies, persons or institutions which may be
reasonably considered necessary or desirable in connection with the
Offering and such consents or approvals having been received in terms
acceptable to the Company and the Sales Agent and being in full force and
effect. The Company and the Sales Agent agree that the Offering shall be
conducted in the Republic of Vanuatu and that the Sales Agent shall provide
a legal opinion acceptable to the Company as to compliance with all
relevant laws of the Republic of Vanuatu.
3. MATERIAL INFORMATION AND OFFERING MATERIALS. The Company has
provided the Sales Agent with all material information regarding the
Company, it's operations, management, principal owners, financial condition
and business plans. Upon request of the Sales Agent, the Company shall
prepare an Offering Memorandum which fully and fairly describes the
Company, the securities and terms of the Offering in compliance with the
requirements of Regulation D of the United States Securities and Exchange
Commission (the "Memorandum"). The Company will prepare and deliver to the
Sales Agent as many copies of the Memorandum as the Sales Agent may
reasonably require. The Sales Agent shall not prepare or use a Memorandum
or other sales material without the prior review and written consent of the
Company.
4. SALES COMMISSION. The Sales Agent shall be paid a sales
commission of 1% of the sales price per Share for each Share sold by the
Sales Agent in the Offering. The commission shall be deducted from the
proceeds of the Sale of the Shares deposited from time to time by the Sales
Agent with the Company and accompanied by an accounting of the sales and
commissions deducted therefrom.
<PAGE>
5. DUE DILIGENCE COOPERATION. The Company agrees that all documents
and other information relating to the Company's affairs have been and will
be made available upon request to the Sales Agent at the Sales Agent's
office and copies of any such documents will be furnished upon request to
the Sales Agent. Included within the documents which must be made available
as soon as possible to the extent not already in the possession of the
Sales Agent are at least the Company's Articles of Incorporation and all
amendments thereto, the Company's By-Laws and all amendments thereto,
Minutes of all the Company's Incorporates, Directors and Shareholders
Meetings, all financial statements of the Company, and correct copies of
any material contracts or agreements to which the Company is a party.
6. SALES & BENEFICIAL OWNERSHIP RECORDS. Within 30 days of the
completion or termination of the Offering, the Sales Agent shall provide
the Company with an accurate account of all sales made in the Offering.
Such account shall indicate the name and address of each individual
purchaser, the number of Shares purchased and whether the certificate or
certificates evidencing the Shares purchased are to be issued to the
purchasers in joint tenancy or otherwise. In the event the purchaser is
reasonably believed to be subject to U.S. income taxation, the Sales Agent
shall also provide the purchaser's social security number or taxation ID
number of the Purchaser. In the event, that Purchasers do not elect to
receive individual certificates for Shares purchased, the Sales Agent shall
continue to hold the certificates for the Shares as the Record Owner on
behalf of the Beneficial Owner(s) who are such Purchaser(s) as have elected
for the Sales Agent to hold the Shares. The Sales agent shall promptly
notify the Company of changes to the Beneficial Owners for whom it serves
as record owner and shall indemnify and hold harmless the Company and it's
Transfer Agent form all liability arising from it's holding Shares on
behalf of the Purchasers thereof.
7. COMPANY'S EXPENSES. The Company agrees that it will bear all
costs and expenses incident to the issuance, offer, sale and delivery of
the Shares, including all expenses, fees and legal council fees of
qualification under securities laws, the fees and disbursements of legal
counsel and accountants for the Company, the cost of preparing and printing
sales material or Memorandum and related exhibits, including all amendments
and supplements to the Memorandum, the cost of printing as many Memorandums
as the Sales Agent reasonably may deem necessary, and the expenses incurred
by Company representatives in attending a reasonable number of "due
diligence" meetings (which shall include all expenses of presentations
reasonably specified by the Sales Agent) with the Sales Agent's
representatives and any other expenses customarily paid by an issuer.
8. SALES AGENT EXPENSES. The Sales Agent shall pay it's own
expenses including all mailing, telephone, travel and clerical costs and
all other office costs incurred or to be incurred by the Sales Agent or by
it's sales personnel in connection with the Offering as well as all fees
and expenses of any legal counsel whom it may employ to represent it in
connection with the Offering.
9. RIGHT OF INSPECTION. For a period of five years after the date
of this Agreement, the Sales Agent will have the right, at the Sales
Agent's expense, to have a person or persons selected by the Sales Agent,
review the books and records of the Company, provided that the Sales Agent
may cause such review no more than once in any twelve (12) month period.
10. FINDER. The Company and the Sales Agent represent to each other
that no person has acted as a finder in connection with this Agreement and
each will indemnify the other party with respect to any claim for finders
fees in connection herewith.
11. INDEMNIFICATION. The Parties agree to indemnify, defend, and
hold each other and each person, if any, who controls the Company or the
Sales Agent, free and harmless from and against any and all losses, claims,
demands, liabilities, and expenses (including reasonable legal or other
expenses incurred in connection with defending or investigating any such
claims or liabilities, whether or not resulting in any liability to the
Party or controlling
<PAGE>
person(s) which the Party or controlling person(s) may incur under the
United States law, U.S. State Securities Laws, common law or Vanuatu law or
otherwise, but only to the extent that such liabilities arise out of or are
based upon any untrue statement or alleged untrue statement of a material
fact (or omission of a material fact necessary to make the statements not
misleading) contained in any document prepared pursuant to this Agreement;
provided, however, that this indemnity agreement shall not apply to
statements or omissions made in reliance upon information furnished by
either Party, in writing, expressly in use for any document prepared
pursuant to this Agreement. The foregoing indemnity shall not be deemed to
protect Party or controlling person(s) to which either Party would
otherwise be subject by reason of wilful misfeasance, bad faith, or gross
negligence in the performance of their duties, or by reason of their
reckless disregard of their obligations and duties under this Agreement;
and such indemnity shall further not apply to any violations, statements or
omissions made in reliance upon written information furnished to either
Party expressly for use in any documents prepared pursuant to this
Agreement. Each Party and their controlling person(s) agree to give the
other Party and their controlling person(s) an opportunity to participate
in the defence or preparation of the defence of any action brought to
enforce any such claim or liability for which the Parties have agreed to
indemnify and defend, and each Party shall have the right so to
participate. The agreement of each Party under the foregoing indemnity is
expressly conditioned upon notice of any such action having been sent by
the Party or controlling person(s), as the case may be, to the other Party,
promptly after the commencement of such action against either Party or
controlling person(s), such notice either being accompanied by copies of
papers served or filed in connection with such action or by a statement of
the nature of the action to the extent known to the Party. Failure to
notify the other Party within a reasonable amount of time of any such
action shall relieve the other Party of it's respective liabilities under
the foregoing indemnity, but failure to notify the other Party shall not
relieve it from any liability which it may have to the other Party or
controlling person(s) other than on account of this indemnity provision.
Neither Party shall be liable for amounts paid in settlement of any such
claim if such settlement was effected without it's prior notification. The
provisions of this paragraph shall not in any way prejudice any right or
rights which either Party may have against the other Party under any
Federal or State securities law, at common law or otherwise.
12. NOTICE OF LEGAL PROCEEDINGS. It is agreed that the Company and
the Sales Agent will each advise the other party immediately and confirm in
writing the receipt of any threat of or the initiation of any steps or
procedures which would impair or prevent the right to offer the Shares or
the issuance of any orders or other prohibitions, preventing or impairing
the proposed offering, by the SEC or any other regulatory authority. In the
case of the happening of any such event, neither the Company nor the Sales
Agent will acquiesce in such steps, procedures or suspension orders and
each party agrees to actively defend any such actions or orders unless both
parties agree in writing to the acquiescence in such actions or orders.
13. CANCELLATION. If for any reason the Company or the Sales Agent
decides in their sole discretion not to proceed with the Offering, such
party shall provide written notice of such termination to the other party.
The Company nor the Sales Agent shall have any liability to the other if
either decides not to proceed with the Offering for any reason whatsoever.
14. NOTICES. All notices hereunder shall be in writing and be
delivered or mailed, certified mail with return receipt requested, to the
following addresses, or be by telegram sent to the following addresses with
written confirmation thereafter forwarded:
To the Company: President
Global Media Corp.
Unit 29 - 3347 262nd Street
Aldergrove, B.C., Canada
V4W 2X2
To the Sales Agent: Pacific Rim Investments, Inc.
2nd Floor, Pilioko House,
Rue Emile Mercet, Box # 782,
<PAGE>
Port Vila, Vanuatu, South Pacific.
15. INDEPENDENT STATUS OF PARTIES. Nothing in this Agreement shall
render either Party a general partner of the other. Nor shall either Party
be a general agent for the other, nor any agency authority be deemed given
to the other Party except as expressly set forth in this Agreement or by
subsequent written authorization of either Party.
16. DISPUTE RESOLUTION. Any dispute or controversy arising out of or
relating to this Agreement, or any breach of this Agreement shall be
settled by negotiated and good faith use of dispute resolution alternatives
prior to litigation. Any Party who fails to proceed in good faith with
alternative dispute resolution as determined by a Court with jurisdiction
or by the competent Finder of Fact in Arbitration shall be liable to the
non-breaching Party for the cost of defending the claim in dispute
regardless of the outcome of said dispute resolution.
17. ENTIRE AGREEMENT. This Agreement contains the entire Agreement
among the parties which may not be amended nor may any rights hereunder be
waived except by an instrument in writing signed by the party sought to be
charged with such amendment or waiver.
18. GOVERNING LAW. This Agreement shall be construed in accordance
with, and governed by, the laws of Nevada.
19. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective personal
representatives and assigns, except as above set forth.
20. COUNTERPART SIGNATURES. This Agreement may be executed in any
number of counterparts of the signature page, each of which shall be
considered an original. In addition, a signature transmitted by fax
identifying the source thereof shall be considered an original signature.
EXECUTED BY THE PARTIES AS SET FORTH BELOW AS OF THIS 25th DAY OF April,
1997.
GLOBAL MEDIA CORP. Pacific Rim Investments, Inc.
By By
------------------------- -------------------------
Michael Metcalfe
(President\Sec.\Treasurer)
EXHIBIT 10(iii)
EXPRESSVU INC.
APPROVED AGENT AGREEMENT
This Agreement made this 10th day of October, 1995
Between
ExpressVu Inc.
1290 Central Parkway West
Suite 1008
Mississauga, Ontario
L5C 4R3
(hereinafter referred to as "ExpressVu")
-And-
West Coast Wireless Cable
#29 - 3347 262nd Street
Aldergrove BC
V4W2X2
(hereinafter referred to as the "Approved Agent")
WHEREAS ExpressVu is engaged in the business of providing a Direct to
Home TV broadcast service in Canada.
AND WHEREAS the Approved Agent wishes to act as an agent of such
service.
<PAGE>
SECTION 1. DEFINED TERMS. In this Agreement, the following terms shall be
defined as follows:
"ACTIVATION" means activating the Service for a Subscriber who, within
the past 180 days of the date of becoming a Subscriber, has not
previously been a Subscriber activated on the Service.
"COMMERCIAL CUSTOMER" means a Subscriber who receives the Service for
display in an establishment to which the general public is invited or
permitted access.
"CUSTOMER" means a Subscriber who is not a person engaged in the
resale or distribution of the Services.
"DISTRIBUTION BUSINESS" means the business to be carried on by the
Approved Agent.
"EXCLUSIVE APPROVED AGENT" means an agent who sells, services and
installs only the digital ExpressVu system on an exclusive basis in
accordance with Section 2.
"INITIAL TERM" means a period of thirty-six (36) months under the
terms of this Agreement.
"MANUAL" means the agent's manual as from time to time provided to the
Approved Agent by ExpressVu, together with all amendments made by
ExpressVu and provided to the Approved Agent.
"NON-EXCLUSIVE APPROVED AGENT" means an agent who sells, services and
installs the Service on a non-exclusive basis in accordance with
Section 2.
"PREMISES" means the premises out of which the Approved Agent carries
on the Distribution Business.
"RESIDENTIAL CUSTOMER" means a Subscriber who receives the Service for
display exclusively by the Subscriber only within that Subscribers
residence.
"SERVICE" means the Direct to Home broadcast service provided or to be
provided by ExpressVu in Canada.
-2-
<PAGE>
"SUBSCRIBER" means any person or entity that has subscribed to
ExpressVu in order to receive the Service with satellite receiving
equipment.
SECTION 2. APPOINTMENT. (1) ExpressVu hereby appoints the Approved Agent,
and the Approved Agent hereby accepts appointment as, an agent of the
Service. The Approved Agent shall promote and sell the Service to
Customers in accordance with the terms and conditions of this Agreement.
(2) The Approved Agent may, by agreement of the parties, be
designated as an Exclusive Approved Agent or a Non-Exclusive Approved Agent
as may be indicated on the signature page hereof opposite the name of the
Approved Agent. If the Approved Agent has been designated as an Exclusive
Approved Agent, the Approved Agent shall not sell, service or install any
other Digital Direct to Home broadcast service other than the Service or
any Direct to Home broadcast receiving equipment not compatible with the
Service. If the parties have not agreed to designate the Approved Agent as
an Exclusive Approved Agent, the Approved Agent shall be a non-exclusive
Approved Agent.-
(3) ExpressVu shall have the right to appoint any number of
distributors of the Service and the Approved Agent shall not be entitled to
exclusivity within any defined market.
SECTION 3. TERM OF AGREEMENT. The term of this Agreement is a period of
thirty-six (36) months beginning on the 1ST day of NOVEMBER, 1995 and
ending on the 31ST day of OCTOBER, 1998. This Agreement may be earlier
terminated in accordance with Section 5 of Schedule "B".
SECTION 4. DUTIES AND RESPONSIBILITIES OF THE APPROVED AGENT. The Approved
Agent agrees to promote and market the Service in a manner consistent with
the expectations, policies and procedures of ExpressVu. Without limiting
the generality of the foregoing, the Approved Agent agrees:
i) To devote all necessary resources, time and attention to the
establishment, development, and operation of the Distribution
Business and to maximize the market penetration of the Service in
the area served by the Approved Agent.
ii) Not to sell the Service to customers outside Canada.
-3-
<PAGE>
iii) To distinguish between Residential Customers, Commercial
Customers, SMATV and other classes of Customers for the purposes
of activation.
iv) To provide prompt, courteous and efficient service to every
Customer and prospective Customer and adhere to the highest
standards of honesty, integrity, fair dealing and ethical conduct
in all dealings with its customers, suppliers, ExpressVu and the
public.
v) To maintain the internal and external condition and appearance of
the Premises including all signage as an attractive, modern,
clean, convenient and efficiently operated business offering high
quality products and prompt and courteous service.
vi) To participate fully in national, regional, and local sales and
service programs and promotions as ExpressVu may request.
vii) To strictly comply with all applicable municipal, provincial and
federal laws and regulations and the terms and conditions of all
applicable orders, permits, certificates and licenses and obtain
and maintain at all times all permits, certificates and licenses
necessary or desirable for the proper conduct of the Distribution
Business and pay when due all required taxes, duties and charges.
viii) To provide all after-sales service to Customers, including but
not limited to, repairs and maintenance of the satellite
equipment and handling warranty claims, in order to maintain the
Service as intended.
ix) To obtain a receiver and other equipment necessary to receive the
Service and maintain an operational display of the Service for
demonstration purposes.
x) Not to alter trade names or marks affixed to the receiver by
ExpressVu or by the manufacturer or other distributor of
receivers or repackage or relabel any promotional materials
supplied by ExpressVu.
xi) To fulfill all performance criteria.
-4-
<PAGE>
All costs incurred by the Approved Agent in performing its obligations
hereunder, should unless otherwise specifically agreed be the sole
responsibility of the Approved Agent and shall not be subject to
reimbursement by ExpressVu.
SECTION 5. DUTIES AND RESPONSIBILITIES OF EXPRESSVU. ExpressVu agrees:
i) To supply the Approved Agent with reasonable quantities of
promotional material in both English and French at a reasonable
cost to the Approved Agent.
ii) To participate in local co-operative advertising programs with
the Approved Agent in accordance with Schedule A.
iii) To inform the Approved Agent of changes to the rates, conditions,
and other material aspects of the Service and the service area as
soon as practical after any such change.
iv) To refer potential Subscribers to the Approved Agent according to
such procedures as ExpressVu may establish from time to time at
a reasonable cost to the Approved Agent as determined by
ExpressVu.
v) To provide the Service (other than Pay and Pay Per View movies)
for demonstration purposes within the Premises.
vi) To activate qualified Subscribers referred to ExpressVu by the
Approved Agent in accordance with their programming request.
ExpressVu reserves the right to refuse to activate certain
Subscribers at its discretion.
vii) To loan to the Approved Agent, at no cost, an interior sign which
designates the Distribution Business as an approved authorized
ExpressVu Approved Agent.
viii) To adhere to the highest standards, honesty, integrity, fair
dealing, and ethical conduct in all dealings with its Customers,
suppliers and dealers.
SECTION 6. ADVERTISING. (1) PROMOTIONS AND ADVERTISING. The Approved Agent
shall participate in promotional programs, including national programs from
time to time established by ExpressVu. These promotional programs may, at
ExpressVu's option, promote the sale of hardware or the sale of the Service
and may include programs directed towards existing Subscribers.
-5-
<PAGE>
(2) APPROVED AGENT ADVERTISING. The Approved Agent may conduct
advertising and promotions and produce its own advertising material in
respect of the Service provided that the Approved Agent obtains the written
approval of all advertising and promotions to be used by the Approved
Agent. ExpressVu may from time to time make available to the agent
advertising lay-out and material. ExpressVu reserves the right to limit
the quantities of this material when provided free of charge to the
Approved Agent and to charge the Approved Agent a reasonable price for
certain of these materials.
(3) CO-OPERATIVE ADVERTISING. ExpressVu will provide co-operative
advertising funding to the Approved Agent according to Schedule
"A" Co-operative advertising must be approved by ExpressVu as provided in
Schedule "A" prior to publication, and must be supported by proof of
purchase and copy (tear sheet) when claiming approved reimbursement from
ExpressVu. The Approved Agent shall comply with all guidelines outlined in
the Manual with respect to co-operative advertising.
SECTION 7. TRADE MARKS. (1) The Approved Agent acknowledges that all trade
marks associated with the Service and all goodwill associated with the
trade marks or the Service are the exclusive property of ExpressVu.
(2) The Approved Agent shall not use any of the trade marks as
any part of its corporate, firm or business name(s), and may only use such
of the trade marks and in such manner and for such purpose as ExpressVu may
approve from time to time in writing.
(3) The Approved Agent shall not, either directly or indirectly,
dispute or contest the validity or enforceability of any of the trade
marks, attempt any registration thereof, or attempt to dilute the value of
any goodwill attaching to the trade marks or the Service. The Approved
Agent shall immediately notify ExpressVu of any infringement of or
challenge to the Approved Agent's use of the trade marks. This obligation
shall survive any termination of this Agreement.
SECTION 8. COMMISSIONS: PAYMENT OF COMMISSIONS. ExpressVu will pay to the
Approved Agent the commissions defined, calculated and determined in
accordance with Schedule "A".
-6-
<PAGE>
SECTION 9. PRODUCT PURCHASE AGREEMENT. The Approved Agent shall enter into
a product purchase agreement for products compatible with the Service from
Tee-Comm Electronics Inc. or any other vendor designated as an authorized
manufacturer or wholesaler by ExpressVu.
SECTION 10. GENERAL PROVISION. The Standard Terms and Conditions attached
as Schedule B are fully incorporated into this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement
to executed as follows:
ExpressVu INC.
Per: /s/
---------------------------------
Authorized Signing Officer
Per: /s/
---------------------------------
Authorized Signing Officer
[APPROVED AGENT]
The Approved Agent
Per: /s/
---------------------------------
with the consent of Authorized Signing Officer
ExpressVu shall be
designated as (check one Per: /s/
and initial): ---------------------------------
Authorized Signing Officer
Exclusive Agent X
________
Non-Exclusive Agent ________
-7-
<PAGE>
SCHEDULE A
EXPRESSVU INC.
APPROVED AGENT AGREEMENT
COMMISSIONS, ADVERTISING, ETC.
------------------------------
1. COMMISSIONS. Commissions payable to the Approved Agent in respect of
programming for Subscribers subject to Activation shall be calculated and
determined as set out below, provided, however, that for competitive market
reasons, commissions with respect to promotions may be varied by ExpressVu
from time to time. ExpressVu will give the Approved Agent no less that
sixty (60) days notice of changes or additions to commission percentages or
structure. Upfront commissions will be paid to the Approved Agent thirty
(30) days after confirmed Subscriber Activation and 'Residual Commissions'
shall be paid to the Approved Agent quarterly, thirty (30) days after the
end of each calendar quarter. Commissions will only be payable on
receivers activated by the Approved Agent or their authorized employees.
1.1 UP-FRONT ACTIVATION COMMISSIONS- EXCLUSIVE APPROVED AGENTS. With
respect to each Activation, an "Up-Front Activation Commission" of Twenty-
five Dollars ($25.00) will be paid to Exclusive Approved Agents. No
"Up-Front Activation Commission" will be paid to Approved Agents who sell
other small dish products not compatible to the digital ExpressVu System.
1.2. RESIDUAL COMMISSIONS - EXCLUSIVE APPROVED AGENTS. ExpressVu shall
also pay "Residual Commissions" to the Exclusive Approved Agent, in
accordance with this Agreement (based upon the calendar year in which the
Activation occurs) commissionable revenues in the case of all programming
packages and subscriptions to the ExpressVu Programming Guide, but
excluding Pay Per View, of five percent (5%) annally for three (3) years
from the date of Activation.
1.3. PERFORMANCE CRITERIA - EXCLUSIVE APPROVED AGENTS. (1) Provided that
the Exclusive Approved Agent (i) has fulfilled all other terms and
conditions of the Agreement, and (ii) and meets minimum Activation targets,
to be determined, in each twelve (1 2) months of operations, ExpressVu
agrees to pay the Commission set out in Section 1.2.
1.4. SPECIAL PRIVILEGES TO EXCLUSIVE APPROVED AGENTS. In addition to the
above Commissions, Exclusive Approved Agents will be entitled to the
following privileges:
(i) Inclusion of Exclusive Approved Agent name, address and telephone
number in retail advertisements placed from time to time by ExpressVu
at no cost to the Exclusive Approved Agent.
(ii) Participation in certain value-added incentive programs.
(iii) Higher allowances on rebateable cooperative advertising as determined
by ExpressVu.
(iv) Certain discounts on sales aids, brochures, premium items and other
sales assistance materials.
(v) Participation in sales incentive programs.
1.5 RESIDUAL COMMISSIONS - NON - EXCLUSIVE APPROVED AGENTS. ExpressVu
shall pay to the Non-Exclusive Approved Agent commissions in accordance
with this Agreement (based upon the calendar year in which Activation
occurs), commissionable revenues in the case of all programming packages
and subscriptions to the ExpressVu Programming Guide, but excluding Pay Per
View, of three percent (3%) annually for three (3) years from the date of
Activation.
1.6. PERFORMANCE CRITERIA - NON-EXCLUSIVE APPROVED AGENTS (1) Provided
that the Non-Exclusive Approved Agent (i) has fulfilled all other terms and
conditions of the Agreement; and (ii) meets minimum Activation targets, to
be determined, in each twelve (12) months of operation, ExpressVu agrees to
pay the commission set out in Section 1.5.
(2) ExpressVu may, at its absolute discretion, change the annual
Activation target for each year after 1996 and change the quarterly
allocation of such annual targets once per year upon thirty (30) days
written notice to the Non-Exclusive Approved Agent
1.7. EFFECT OF TERMINATION ON COMMISSIONS: In the event of termination of
the Agreement for any reason, all of ExpressVu's obligations to pay
"Residual Commissions" and any bonus commissions to Approved Agents shall
cease immediately.
1.8. EFFECT ON COMMISSIONS OF RATE PLAN CHARGES. A change in a Subscribers
basic monthly rate plan may result in a change to commissions payable to
the Approved Agent if the Approved Agent is receiving "Residual
Commissions" paid annually.
"Residual Commissions" will be paid based on the plan changed to in
accordance with this Schedule as at the date of change, except that if
Residual Commissions' have already commenced, they will continue unchanged.
2. CO-OP ADVERTISING PROGRAM.
ExpressVu shall accrue to the benefit of the Approved Agent, for its
use in advertising the Service, five dollars ($5.00) per Activation. Terms
and conditions regarding eligible activities, claim and payment procedures
are detailed in the Manual.
3. PAYMENTS WITH RESPECT TO PROMOTIONS.
Notwithstanding anything else contained in this Schedule or the
Agreement, ExpressVu shall have the right for competitive and/or market
reasons to change the commission structure and/or to reduce any commissions
payable to the Approved Agent with respect to services which are specially
priced for specific promotions implemented by ExpressVu from time to time.
<PAGE>
SCHEDULE B
EXPRESSVU INC.
APPROVED AGENT AGREEMENT
STANDARD TERMS AND CONDITIONS
-----------------------------
SECTION 1. RELATIONSHIP: This Agreement does not constitute the Approved
Agent as a partner, joint venturer, servant or employee of ExpressVu. The
Approved Agent shall have no authority to bind ExpressVu in any respect and
shall not hold itself out as having that authority. The Approved Agent
shall not hold itself out as owned by or associated with ExpressVu other
than as an independent Approved Agent authorized to sell the Service on the
terms and conditions of this Agreement.
SECTION 2. PRODUCTS. ExpressVu may at any time change the content or the
pricing of the Service.
SECTION 3. SALE, ASSIGNMENT AND/OR TRANSFER. The Approved Agent may not
assign this Agreement or any of the Approved Agent's rights or obligations
without the prior written consent of ExpressVu.
SECTION 4. CONFIDENTIALITY. 1
(1) The Approved Agent acknowledges that the Manual is loaned to the
Approved Agent and shall at all times remain the sole and exclusive
property of ExpressVu and, upon the expiration or termination of this
Agreement for any reason whatsoever, the Approved Agent shall return the
Manual to ExpressVu immediately. The Approved Agent shall at no time make
copies of the Manual.
(2) The Manual and all other confidential information provided by ExpressVu
to the Approved Agent is provided on a confidential basis. The Approved
Agent shall maintain the confidentiality of all such confidential
information. The Approved Agent shall not disclose any confidential
information to any person except those with a "need to know" to enable the
Approved Agent to conduct their business, except with ExpressVu's specific
prior written authorization. The obligations of the Approved Agent under
this Section 4 shall survive any termination of this Agreement.
SECTION 5. TERMINATION, (1) Either party may terminate this Agreement at
any time by giving the other party sixty (60) days written notice to that
effect.
(2) Notwithstanding Section 5 (1) ExpressVu may terminate this Agreement
at any time with written notice:
(i) If the Approved Agent is in breach of its obligations under this
Agreement and has failed to remedy this breach within thirty (30)
days of having received written notice.
(ii) If the Approved Agent has persistently breached its obligations under
this Agreement.
(iii) If the Approved Agent ceases to conduct its operation in the normal
course of business.
(iv) If the Approved Agent is convicted of any criminal or quasi criminal
offense including fraud, misleading advertising and other sales
related offenses.
(v) If there is a change in ownership of the Approved Agent
(vi) Where the Approved Agent fails to use its best effort to maximize
market penetration for the Service in the area serviced by the
Approved Agent.
(vii) If the Approved Agent knowingly uses or knowingly allows others to
use the Service for unauthorized applications.
(viii) Where the Approved Agent copies or pirates or knowingly permits
others to copy or pirate the Service or modifies or knowingly
permits others to modify receivers without the permission of
ExpressVu.
Upon termination, the Approved Agent must immediately cease to market the
Service and return to ExpressVu the Manual and all other information, data
and materials provided to the Approved Agent by ExpressVu. Should
ExpressVu not request the return of this material, the Approved Agent shall
immediately destroy its material at it own cost.
SECTION 6. EFFECT OF TERMINATION. If this Agreement is terminated for any
reason:
i) ExpressVu may immediately deactivate all signals to the receiver
assigned to the Approved Agent for demonstration purposes.
ii) ExpressVu shall not be liable to the Approved Agent for compensation
or damages of any kind, whether for loss of profits or anticipated
profits or on account of expenditures, investments or commitments
made in connection with this Agreement, or on account of any other
thing or cause
SECTION 7. NOTICES. All Notices, consents, approvals, statements,
authorizations, documents or other communications required or permitted to
be given hereunder shall be in writing and shall be delivered personally,
sent by telecopier or mailed by registered mail, postage prepaid at the
addresses set forth hereunder namely if to ExpressVu at 1290 Central
Parkway West, Suite 1008, Mississauga, Ontario, L5C 4R3. ATTENTION: VICE
PRESIDENT, SALES AND MARKETING FAX NUMBER: (905) 272-5514
SECTION 8. WAIVER AND AMENDMENTS. No waiver or amendment hereunder shall
be effective unless in writing.
SECTION 9. GENERAL PROVISIONS. If for any reason whatsoever, any term or
condition of this Agreement or the application to any party or circumstance
is to any extent invalid or unenforceable. all other terms and conditions
of the Agreement and/or the application of such terms and conditions to
parties or circumstances shall not be affected thereby and shall be
separately valid and enforceable to the fullest extent permitted bylaw.
SECTION 10. LIMITATION OF LIABILITY. ExpressVu shall not be liable to the
Approved Agent or to any customer of the Approved Agent for any
interruption in the Service or any change in the content or pricing of the
Service.
SECTION 11. INDEMNITY. The Approved Agent agrees to indemnify ExpressVu
and to hold it harmless for and against all loss, claims, demands, actions
and causes of action, including legal fees and disbursements, which
ExpressVu may suffer or incur as a result of any claim, action or
proceeding arising out of the breach of any obligation of Approved Agent
under this Agreement or arising out of the actions or omissions of the
Customers of the Approved Agent and arising out of the actions or omissions
on the part of the Approved Agent, its employees or its Agents.
EXHIBIT 21.(i)
Subsidiaries of the Registrant:
Westcoast Wireless Cable Ltd.
EXHIBIT 23.(i)
CONSENT OF INDEPENDENT CHARTERED ACCOUNTANTS
We consent to the inclusion in the Form 10-SB, of Global Media
Corp. dated on or about December 11, 1997 of our audit report dated
November 20, 1997 with respect to the financial statements of Global
Media Corp. as at July 31, 1997 and 1996 and for the three year period
ended July 31, 1997
Vancouver, Canada /s/ ERNST & YOUNG
December 11, 1997 Chartered Accountants
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> YEAR YEAR
<FISCAL-YEAR-END> JUL-31-1997 JUL-31-1996
<PERIOD-START> AUG-01-1996 AUG-01-1995
<PERIOD-END> JUL-31-1997 JUL-31-1996
<CASH> 121,890 15,905
<SECURITIES> 0 0
<RECEIVABLES> 58,838 105,841
<ALLOWANCES> 0 0
<INVENTORY> 15,469 35,628
<CURRENT-ASSETS> 277,517 177,092
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 298,083 188,512
<CURRENT-LIABILITIES> 211,488 174,433
<BONDS> 0 0
0 0
0 0
<COMMON> 128,641 0
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 298,083 188,512
<SALES> 1,617,528 1,745,061
<TOTAL-REVENUES> 1,637,732 1,755,215
<CGS> 0 0
<TOTAL-COSTS> 1,377,043 1,308,513
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 15,766 38,734
<INCOME-PRETAX> (108,999) 46,240
<INCOME-TAX> 0 10,354
<INCOME-CONTINUING> (108,999) 35,886
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (108,999) 35,886
<EPS-PRIMARY> (0.005) 0.00
<EPS-DILUTED> (0.005) 0.00
</TABLE>
EXHIBIT 99(i)
GLOBAL MEDIA CORP.
1997 DIRECTORS AND OFFICERS
STOCK OPTION PLAN
ARTICLE 1
DEFINITIONS
As used herein, terms have the meaning hereinafter set forth unless
the contest clearly indicate the contrary:
(a) "Board" shall mean the Board of Directors of the Company;
(b) "Days" shall mean for calculation purposes the days of the week
in which the NASDAQ System conducts and is open for regular trading
activity;
(c) "Company" shall mean Global Media Corp., a Nevada corporation;
(d) "Director" shall mean a member of the Board;
(e) "Grant" means the issuance of an Option hereunder to an Optionee
entitling such Optionee to acquire Stock on the terms and conditions set
forth in a Stock Option Agreement to be entered into with the Optionee;
(f) "Officer" shall mean an Executive Officer of the Company;
(g) "Option" shall mean the right to an Optionee to acquire Stock of
the Company pursuant to the Plan;
(h) "Optionee" shall mean an Officer of the Company, or a Director of
the Company, or an employee or consultant of the Company to whom a Grant
hereunder has been made;
(i) "Plan" shall mean the Global Media Corp., 1997 Directors and
Officers Stock Option Plan, the terms of which are herein set forth;
(j) "Stock" shall means the common stock of the Company or, in the
event the outstanding shares of stock are hereinafter changed into or
exchanged for shares of different stock or securities of the Company or
some other corporation, such other stock or securities;
(k) "Stock Option Agreement" shall mean the agreement between the
Company and an Optionee under which an Optionee may acquire Stock pursuant
tot the Plan.
ARTICLE 2
THE PLAN
2.1 NAME. The plan shall be known as the "Global Media Corp., 1997
Directors and Officers Stock Option Plan."
<PAGE>
2.2 PURPOSE. The purpose of the Plan is to advance the business and
development of the Company and its shareholders by affording to the
Directors, Officers, Employees and Consultants of the Company the
opportunity to acquire a propriety interest in the Company by the grant of
Options to such persons under the terms herein set forth. By doing so, the
Company seeks to motivate, retain and attract highly competent, highly
motivated individuals to lead the Company through this critical time in its
evolution and ensure the success of the Company. The Options to be granted
hereunder are non-statutory Options.
2.3 EFFECTIVE DATE. The Plan shall become effective April 8, 1997.
2.4 TERMINATION DATE. The Plan shall terminate ten (10) years from
the date the Plan is adopted by the Board of the Company and at such time
any Options granted hereunder shall be void and of no further force or
effect.
ARTICLE 3
PARTICIPANTS
Only Executive Officers, Directors, Employees and Consultants of the
Company shall be eligible to be granted an Option under the Plan. The Board
may grant Options in accordance with such determinations as the Board may
from time to time, in its sole discretion make.
ARTICLE 4
ADMINISTRATION
4.1 The Plan shall be administrated by the Board of Directors of the
Company. Subject to the express provisions of the Plan, the Board shall
have the sole discretion and authority to determine from among eligible
persons those to whom and the time or times at which Options may be granted
and the number of shares of Stock to be subject to each Option. Subject to
the express provisions of the Plan, the Board shall also have complete
authority to interpret the Plan, to prescribe, amend and rescind rules and
regulations related to it and to determine the details and provisions of
each Stock Option Agreement and to make all other determinations necessary
or advisable in the administration of the Plan.
4.2 RECORDS OF PROCEEDINGS. The Board shall maintain written minutes
of its actions which shall be maintained among the records of the Company.
4.3 MAJORITY. A majority of the members of the Board shall constitute
a quorum and any action taken by a majority present at such meeting, when
properly noticed, at which a quorum is present or any action taken without
a meeting evidenced by a writing executed by all members of the Board shall
constitute the action of the Board.
4.4 COMPANY ASSISTANCE. The Company shall supply full and timely
information to the Board in all matters relating to eligible Optionees,
their status, death, retirement, disability and such other pertinent facts
as the Board may require. The Company shall furnish the Board with such
clerical and other assistance as is necessary in the performance of its
duties.
<PAGE>
ARTICLE 5
SHARES OF STOCK SUBJECT TO THE PLAN
5.1 LIMITATION. The number of shares of Stock which may be issued and
sold hereunder shall not exceed 500,000 shares.
5.2 OPTIONS GRANTED UNDER THE PLAN. Shares of Stock with respect to
which an Option is granted hereunder, but which lapses prior to exercise,
shall be considered available for grant hereunder. Therefore, if Options
granted hereunder shall terminate for any reason without being wholly
exercised, new Options may be granted hereunder covering the number of
shares to which such terminated Options related.
ARTICLE 6
OPTION PROVISIONS
6.1 OPTIONS. Each option granted hereunder shall be evidenced by
minutes of a meeting of or the written consent of the Board and by a
written Stock Option Agreement dated as of the date of grant and executed
by the Company and the Optionee, which agreement shall set forth such terms
and conditions as may be determined by the Board consistent with the Plan.
6.2 LIMITATIONS.
(a) The maximum number of shares for which an Option or Options may
be granted under the Plan to any one Optionee shall be determined by the
Board.
(b) The Options granted hereunder are non-statutory Options which do
not satisfy the requisites of Section 422 of the Internal Revenue Code, as
amended.
6.3 OPTION PRICE. The per share Option price for the stock subject to
each Option shall be $1.00 per share or such other price as the Board may
determine.
6.4 OPTION PERIOD. Each Option granted hereunder must be granted
within ten (10) years from the effective date of the Plan.
6.5 OPTION EXERCISE.
(a) Options granted hereunder may not be exercised until and unless
the Optionee shall meet the conditions precedent established by the Board
for the Officers or Directors.
(b) Options may be exercised for the entire Option only. Optionees
may exercise their Option at any time by giving written notice to the
Company with respect to the specified Option, delivered to the Company at
its principal office together with payment in full to the Company of the
amount of the Option price for the number of shares with respect to which
the Option(s) are then being exercised.
6.6 NON-TRANSFERABILITY OF OPTION. No Option or ant right relative
thereto shall be transferred by an Optionee otherwise than by will or by
the laws of decent and distribution. During the lifetime of an Optionee,
the Option shall be exercisable only by him or her.
6.7 EFFECT OF DEATH OR OTHER TERMINATION OF EMPLOYMENT OR
DIRECTORSHIP.
<PAGE>
(a) If the Officer, Director, Employee or Consultant's relationship
with the Company shall be terminated, with or without cause, or by the act
of the Optionee, the Optionee's right to exercise such Options shall
terminate and all rights thereafter shall cease thirty (30) days after the
date on which such person's association is terminated. Provided however,
that if the Optionee shall die or become permanently and totally disabled
while employed by or servicing as a non-employee of the Company, as solely
determined by the Board in accordance with its policies, then either his or
her personal representatives or a transferee under the Optionee's will or
pursuant to the laws of decent and distribution, or the disabled Optionee
may exercise the Option in full six (6) months from the date of such death
or disability. In the case of an Optionee's retirement in accordance with
the Company's established retirement policy, such Option shall remain
exercisable by the Optionee for one hundred and eighty (180) days from the
date of such retirement.
(b) No transfer of an Option by the Optionee by will or the laws of
decent and distribution shall be effective to bind the Company unless the
Company shall have been furnished with a written notice thereof and an
authenticated copy of the will and/or such evidence as the Committee may
deem necessary to establish the validity of the transfer and the acceptance
by the transferee or transferees of the terms and conditions of such
Option.
6.8 RIGHTS AS A SHAREHOLDER.
(a) An Optionee or a transferee of an Option shall have no rights as
a shareholder of the Company with respect to any shares subject to any
unexercised Options.
6.9 REQUIRED FILINGS. An Optionee to whom an Option is granted under
the terms of the Plan is required to file appropriate reports with the
Internal Revenue Service. As a condition of the receipt of an Option
hereunder. Optionees shall agree to make necessary filings with the
Internal Revenue Service. The Company shall assist and cooperate with
Optionees by providing the necessary information required for compliance of
this condition.
ARTICLE 7
STOCK CERTIFICATES
7.1 ISSUANCE. The Company shall issue and deliver any certificate for
shares of Stock purchased upon the exercise of any Option granted
hereunder.
7.2 TRANSFER RESTRICTIONS. The Board shall instruct the Secretary of
the Corporation to impose restrictions of the subsequent transferability of
Stock issued pursuant to Options to be granted hereunder. The Stock of the
Company to be issued pursuant to the exercise of an Option shall have such
restrictions prominently displayed as a legend on such certificate.
ARTICLE 8
TERMINATION, AMENDMENT, OR MODIFICATION OF THE PLAN
The Board may at any time terminate the Plan, and may at any time and
from time to time and in any respect amend or modify the Plan. Provided,
however, if the Plan has been submitted to and approved by the shareholders
of the Company no such action by the Board may be taken without approval of
the majority of the shareholders of the Company which: (a) increases the
total number of shares of Stock subject to the Plan, except as contemplated
in Section 5.3 hereof; (b) change the
<PAGE>
manner of determining the Option price; or (c) withdraws the administration
of the Plan from the Board.
ARTICLE 9
EMPLOYMENT
9.1 EMPLOYMENT. Nothing in the Plan or any Option granted hereunder
or in any Stock Option Agreement shall confer upon a non-employee Director
or Consultant receiving such Option or Stock Option Agreement the status as
an employee of the Company. Further, nothing in the Plan or any Option
granted hereunder shall in any manner create in any Optionee the right to
continue their relationship with the Company or create any vested interest
in such relationship, including employment.
9.2 OTHER COMPENSATION PLANS. The adoption of the Plan shall ,not
effect any other stock option, incentive or other compensation plan in
effect for the Company or any of its subsidiaries, nor shall the Plan
preclude the Company or any subsidiary thereof from establishing any other
forms of incentive or other compensation for employees or non-employee
Directors or Consultants of the Company, or any subsidiary thereof.
9.3 PLAN EFFECT. The Plan shall be binding upon the successors and
assigns of the Company.
9.4 TENSE. When used herein nouns in the singular shall include the
plural.
9.5 HEADINGS OF SECTIONS ARE NOT PART OF THE PLAN. Headings of
articles and sections hereof are inserted for convenience and reference and
constitute no part of the Plan.
Global Media Corp.
By: /s/ MICHAEL METCALFE
-------------------------------
Michael Metcalfe, President.
