UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB/A
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)
OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file no. 0001077997
VIS' OPPS MARKETING INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 98-0199126
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 39 - 7179 18th Avenue
Vancouver, B. C., Canada V3N 1H2 V3N 1H2
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(Address of Principal Executive Officer) (Zip Code)
(604) 688-3931
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(Issuer's Telephone Number)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:)
Common Stock, par value $0.001 per share
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(Title of Class)
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TABLE OF CONTENTS
ITEM PAGE
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PART 1
Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 18
Item 3 Description of the Registrant's Advertising Concept 20
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 21
Item 5 Directors, Executive Officers, Promoters and
Control Persons 22
Item 6 Executive Compensation 24
Item 7 Certain Relationships and Related Transactions 25
Item 8 Description of Securities 26
PART 11
Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matter 27
Item 2 Legal Proceedings 28
Item 3 Disagreement With Accountants and Financial Disclosure 28
Item 4 Recent Sales of Unregistered Securities 28
Item 5 Indemnification of Directors and Officers 29
PART F/S
Financial Statements 30
PART 111
Item 1 Index to Exhibits 39
Item 2 Description of Exhibits 39
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DOCUMENTS INCORPORATED BY REFERENCE
Documents incorporated by reference: None
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PART 1
Vis' Opps Marketing Inc. (the "Registrant") is filing this Form 10-SB on a
voluntary basis:
(1) to provide current, public information to the investment community;
(2) to expand the availability of secondary trading exemptions under the
Blue Sky laws and thereby expand the trading market in the Registrant's
securities, and
(3) to comply with prerequisites for listing of the Registrant's securities
on NASDAQ.
ITEM 1. DESCRIPTION OF BUSINESS
HISTORICAL OVERVIEW OF THE REGISTRANT
The Registrant, a Nevada corporation, was incorporated on November 24,
1998. The Registrant has no subsidiaries and no affiliated companies. The
Registrant's executive offices are located at Suite 39 - 7179 18th Avenue,
Vancouver, British Columbia, Canada, V3N 1H2.
The Registrant is in the development stage and is seeking a quotation on
the OTC Bulletin Board. To date it has not made an application to file the
required forms with the NASD but with no further comments from the United States
Securities and Exchange Commission, management anticipates filing the necessary
information and documents with the NASD.
The Registrant is developing a new concept in advertising which will allow
individual entrepreneurs and small businesses to reach a larger section of the
public with the Registrant's advertising concept. The Registrant will operate
under the name of Vis's Opps Marketing Inc. for all business transactions but
will use the name of "Pick-N-Save" for recognition by its customers. This is
more fully described in the narrative in this Form and in the attached Business
Plan.
The Registrant has no revenue to date from the development of its
advertising concept, and its ability to effect its plans for the future will
depend on the availability of financing. Such financing will be required to
develop its advertising concept to a stage where there are adequate advertisers
using its concept for their monthly advertising. There is a need to have
additional capital to reach the stage where the Registrant has a positive cash
flow. The Registrant anticipates obtaining such funds from its directors and
officers, financial institutions or by way of the sale of its capital stock in
the future (see Part 1, Item 2 - "Plan of Operations"), but there can be no
assurance that the Registrant will be successful in obtaining additional capital
for its advertising concept from the sale of its capital stock or in otherwise
raising substantial capital.
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PLANNED BUSINESS
Much of the discussion in this section is "forward looking", including,
without limitation, statements regarding the Registrant's expectations, beliefs,
intentions or strategies regarding future business operations and projected
earnings from advertising operations, which are subject to many risks.
All forward-looking statements included in this document are based on
information available to the Registrant on the date hereof. The Registrar's
actual results may differ materially as a result of certain factors, including
those set forth hereafter and elsewhere in this Form 10-SB. Potential investors
should consider carefully the previously stated factors, as well as the more
detailed information contained elsewhere in this Form 10-SB, before making a
decision to invest in the common stock of the Registrant.
Information concerning all the factors associated with the Registrant is
set forth in this Item 1 and in Items 2 and 3 below. FOR A COMPLETE
UNDERSTANDING OF SUCH FACTORS, THIS ENTIRE DOCUMENT, INCLUDING THE FINANCIAL
STATEMENTS AND THEIR ACCOMPANYING NOTES, SHOULD BE READ IN ITS ENTIRETY.
Unless otherwise noted all dollar amounts are stated in US currency.
1. The Registrant's Advertising Concept
a. The Concept
The concept of the Registrant is a form of advertising affordable to the average
self-employed person or small business; although not solely restricted to this
section of advertisers. The basic concept is one of advertising through the use
of a "dispensary board" system.
The Registrant will attract potential advertisers who are interested in offering
a promotional "discount" on their product or service. The advertisers will
extend their offer on a coupon - being the equivalent size of a business card.
This will allow the person wishing to take advantage of the offer to carry the
coupon in their wallet or purse similar to the way one would carry a business
card.
The concept comprises three distinctly different component parts.
1. Dispensary board - with dimensions of approximately two and a half feet
tall by three feet long. The basic materials in the dispensary board will
be wood and plastic with the back part of the board being a plain piece of
wood with a frame built on the outside of the back section. The front
section will be a rib structure fastened to the back section by hinges
allowing it to fall forward when unlocked.
2. Dispensary Boxes - The front frame of the dispensary board will house 22
plastic boxes containing the advertisers' coupons. Each box will be
approximately two inches high, two inches deep and three and a half inches
wide. These plastic boxes, known hereinafter as "dispensary boxes", have a
space at the back allowing the coupons to be inserted. To afford ease of
extraction of the coupons by potential customers, there is a sponge
inserted
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on the top of the coupons once they are placed in the dispensary box. This
has the effect of causing a downward pressure allowing ease of extraction.
The dispensary boxes will have
holes drilled in them to allow for them to be screwed onto the front
section of the dispensary board and reduce the movement of the boxes.
The front of the dispensary board will be on a hinge system which allows,
when unlocked, the front section to drop down exposing the reverse side of
the dispensary boxes. Only when this occurs can the boxes be filled with
additional coupons. Through a locking system no one will have access to
placing the coupons into the dispensary boxes other than an employee of the
Registrant assigned to fill the boxes.
The face of the dispensary box will have inserted in it a replica of the
coupon being offered by the advertiser. A quick glance at the dispensary
board will tell the potential customer what products and services are being
offered.
The method of extracting the coupons from a dispensary box is merely to
withdraw the coupons from the base of the dispensary box. The customer can
extract as many coupons as desired from an individual dispensary box or as
many as he or she wishes to from a given dispensary board.
3. Coupons - the Registrant expects to attract a wide number of advertisers
offering many different products and services. For example, the Registrant
will approach companies currently advertising discounts or two-for-one
promotions such as fast food companies (mainly hamburger, pizza, submarine
sandwiches, etc.), restaurants (one entree free with the purchase of a
second of equal or greater value), retail outlets (offering a straight
discount on the price; ie., 20% off any purchase), entertainment facilities
(offering either a cash discount or a two-for-the-price-of-one), hotels
(offering an additional night free after a stay of two or three days),
professionals (wishing to display their names in an area near their
businesses), and other businesses who wish to sell their products or
services. Once the coupon is extracted from the dispensary box, the
customer merely goes to the premises of the advertiser and presents the
coupon. Upon presentation the advertiser will honor the terms and
conditions of the coupon.
b. Advantages to Advertisers
The advantages the Registrant's advertising concept offers to its advertisers
are as follows:
i. Low Cost - an advertiser will lease a box for $207 for a three month
period. This is considerably less than it would cost to advertise in a newspaper
for the same period of time. In fact, the majority of small business or
self-employed individuals could not afford to advertise for any length of time
in the newspaper. For example, the cost to advertise in the Classified section
of The Vancouver Sun newspaper for a business card size advertisement on a
Saturday is $258. For one day during the week the cost in the Classified section
of the same newspaper is $219 whereas for four days the advertising rate is
$685. This is the Classified section of the newspaper which might not have the
readers the advertiser is seeking to attract. If the advertiser decides to use
the section "Business to Business", a section devoted to businesses wishing to
advertise their product
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or services, the cost for a business card size advertisement for one day is $347
whereas for six days it is $1,564. Newspaper advertising, even though it will
initially be noticed by more people, is expensive for the small business or
individual.
ii. Mail Circulation - the cost of mail circulation is often prohibitive to
smaller businesses. For example, in Canada, the cost to post a two page letter
is $0.33. If the advertiser mails 200 envelopes, the number of coupons contained
in each dispensary box, the postage cost will be $66 before consideration of
printing the advertising letter, typing each envelope and placing the
advertisement inside. There is no guarantee the 200 letters will receive a
positive response. Whereas if the advertiser uses the Registrant's dispensary
board, only interested customers will extract coupons from the dispensary boxes.
To equal the same results enjoyed by using the Registrant's method of
advertising, the advertiser might have to mail several thousand letters to
people in the community. If this is the case, the postage charges will be $660
instead of the $207 paid to the Registrant.
There is also a social stigma attached to the mail circulation of a business'
advertising: the chance to be known as a "mail garage business".
iii. Targeting a Greater Market - the advertiser will be directed to the
dispensary board installed in a location where the traffic flow is made up of
individuals more acceptable to the advertiser's product and/or service. For
example, if the advertiser is wishing to promote a product normally used in the
household, the advertiser will be directed by the Registrant to advertise on
those dispensary boards located near residential housing. There is no need to
place his coupons in an area comprising office buildings or entertainment
facilities. Location of the advertiser's coupon is essential to the future
development of the Registrant's business.
iv. Limited Competition on Dispensary Board - the Registrant will limit the
number of advertisers on each board who are in the same industry thereby
allowing for greater exposure to the advertisers on the dispensary board. For
example, only two or maybe three advertisers who are in the restaurant business
will be allowed to advertise on a given board at any one time. For those
business with limited competition, such as suppliers of fresh drinking water,
only one such advertiser will be allowed to be displayed on a given dispensary
board. The whole objective is to allow the advertiser maximum exposure of his or
her product or service without having to have too many competitors on the same
dispensary board.
v. Transferability of Advertising - The Registrant will offer the advertiser
the opportunity to transfer, on a monthly basis, their advertising coupons to
other dispensary boards in order to attract new customers. The maximum number of
transfers by one advertiser will be restricted to three based on the three
months advertising program. Some advertisers will welcome transferability since
their coupons will not become too familiar to potential customers by being on
one board and cause a reduction in extractions. The advantage to the Registrant
is that they will be able to move similar advertisers from one board to another
and allow the boards to be constantly updated with new advertisers. This will
give the consumer the opportunity to be exposed to new coupons each month which
otherwise might not be the case.
vi. Measurability - the advertiser will have the ability to measure the success
of this form of advertising by the number of coupons extracted each month. To
ensure the advertiser is fully aware of the extraction of the coupons,
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management will prepare a monthly report on the number of coupons taken.
Nevertheless the advertiser will only be sure as to the usage when a customer
submits a coupon to use the discount or the service. At that time he will have
physical evidence as to the success of this form of advertising. This fact is
important to small businesses who have a limited advertising budget due to low
profit margins and each dollar spent must produce results. If results are not
obtained by these small businesses they will cease to use whatever form of
advertising they are using and will switch to another form of advertising.
Measuring the return on dollars spent on advertising is important to them. They
will want to know how many dollars of sales have been earned compared to the
amount of dollars it cost in advertising to obtain those dollars.
c. Dispensary Board Locations
It is essential for the Registrant to select locations for its dispensary board
which are deemed to be high traffic areas; highest-visibility, highest-foot
traffic and key marketing intercept locations. It is essential that areas be
selected that will result in the maximum number of coupons each month being
extracted from the dispensary board. Locations, which will prove appealing to
the normal advertisers, are as follows:
i. Shopping malls and supermarkets where the dispensary board can
either be installed on a wall or a free standing pedestal built
to house the dispensary board;
ii. Bus, subways and train terminals, where tourists visiting the
city require either hotel accommodation or restaurants, are
ideal locations for business wishing to attract the tourist
industry. In addition, these locations will appear favorable to
local residents returning to the city since they will extract
certain coupons for restaurants and services which are of
interest to them.
iii. Sports facilities such as ball parks, ice arenas, fitness
establishments and football stadiums are noted for heavy traffic
areas at particular times. During the intermissions, fans will
have time to view the dispensary board and extract whatever
coupons they feel are suitable to them.
iv. Theaters and playhouses are ideally suited for the installation
of the Registrant's dispensary boards since patrons often seek
restaurants after a performance. The advertisers in these
dispensary boards would be businesses located within the
immediate area of the facility who will advertise an attractive
offer on their coupon to entice the patron to extract and use
the coupon after the performance.
v. Office complexes where lunch and after work pedestrian traffic
is high are also ideal locations since businesses located near
these complexes will wish to attract new customers.
d. Key Elements in the Concept
The seven key elements of the Registrant's are as follows:
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i. Expanding usage of the Registrant's dispensary boards to include
advertising messages as well as promotional offers. Many
businesses will merely wish to have their name in front of the
purchasing public without the need to give a promotional offer.
Real estate agencies, specialized law firms, recreational
facilities who merely wish to advise the public as to their
location. Consultants, dentists and doctors are a few examples
of those business which do not need to give a promotional offer.
They merely wish to inform the public that they exist.
Other business will want to give the purchasing public an
incentive to extract their coupon from the dispensary board.
This will result in a promotional offering being made which will
ensure that the public will use their services over their
competitors. As indicated previously, this might be a two for
one special on a hamburger. Other promotion offers will be a
discount on purchase of a consumer products such as a bicycle,
clothes or even an electric kettle. The purchasing public is
constantly seeking a bargain and the businesses offering this
bargain will out-perform their competitors.
ii. The coupons will be printed by the Registrant in order to ensure
uniformity and ease of extraction. The coupons will be the size
of a business card in order to enable it to be kept for a long
period in a customer's wallet or purse. The coupon itself will
have a plastic coating on both sides which will facilitate the
ease of extracting the coupon and reduce the chances of cards
sticking together and being extracted in multiples greater than
one. The plastic coating will enhance the life of the coupons in
the event that the potential customer does not immediately use
it.
The Registrant will control the printing of the coupons in order
to ensure each coupon will be different in color and design. It
is important to have the dispensary board as colorful as
possible since it will be more appealing to the general public.
The Registrant will recommend to all advertisers to use their
logo on the coupon itself in order to familiarize the public
with their company or service and to provide a more colorful
effect to the dispensary board.
iii. The dispensary board will be designed to hold a minimum of 22
dispensary boxes; each dispensary box will be black in color
inserted into a black self-locking frame. The effect of using
black will be to draw the potential customer's attention to the
coupons on the board and not the board itself. With the coupons
being either white or in pastel colors they will stand out and,
hopefully, will have a greater chance of being selected.
iv. A three-tier pricing structure might be introduced in the future
depending upon the acceptability of moving the coupons from
board to board for greater exposure for the advertiser. The
Registrant might introduce in the future an increased charge for
boxes on dispensary boards in market appeal locations; those in
heavy traffic areas. The reason for considering this price
structure is that some locations will require the Registrant to
pay monthly rental for the space used. This cost will have to be
passed onto the advertiser since extremely desirable locations
will bear a higher rental charge than less desirable ones.
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v. The name Pick-n-Save appears to be a desirable name for using on
the dispensary board itself since it tells the whole story. One
only has to pick a coupon and, in the majority of cases, will
save money.
In many areas where the dispensary boards will be installed
Pick-N-Save will be a name which can be used. In some areas, the
name Pick-n-Save will denote a wholesale operation. For example,
certain office complexes will require that only their tenants
advertise on the dispensary board and these clients might be
professional firms who either do not wish to offer a promotional
discount or are restricted as such by their professional
organizations. This being the case, the Registrant will use the
name "Vis' Opps" on the dispensary board.
vi. A key factor governing the success of the Registrant's marketing
plan is its performance in actually installing dispensary
boards. Prospective advertisers will want evidence that some
kind of system actually exists. The Registrant's policy will be
that no board will be installed unless the Registrant has
sufficient advertisers to fill all but two boxes on the board.
Those extra two boxes, if available, will be used by the
Registrant itself to promote its unique advertising system.
vii. The Registrant will offer two different forms of dispensary
boards:
a. one affixed to a wall and, therefore, stationery until
detached;
b. a pedestal dispensary board which is attached to a steel
pipe welded to a steel base.
The advantage of the latter is that it can be moved from
location to location without any effort. The disadvantage is
that some locations will not allow a pedestal stand for fear
that they might become a hazard to a blind person. Since the
pedestal is merely a flat metal base with a steel rod welded
onto it which has the dispensary board attached to the top of
the rod, a blind persons white cane might not detect the
pedestal stand until he walks into it.
e. Advertising Market
Point of Purchase ("POP") advertising is the fastest growing segment of the
advertising industry (summarized from "Bright Future Seen for P-O-P Industry" by
Laurie Petersen). "POP", meaning point of purchase buying and refers to the
customer making the decision to purchase a product once they are in the store. A
study by the Point-of-Purchase Advertising Institute, Inc. ("POPAI"), the
industry's leader, based in Englewood, New Jersey in classifying nearly 50,000
purchases found that two out of every three were decided in the store and not
before the customer was in the store ("Study Confirms Impulse Buying on Rice" by
Laurie Petersen).
The basis of the growth of the POP advertising is its capacity to influence
the buying decisions of shoppers after they have obtained an advertising flier
or discount coupon and
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eventually enter the establishment in question. POPAI has determined that
average shoppers make the decision for choosing two thirds of their purchases
after they have received a flier, discount coupon or have entered into a store
itself. Laurie Petersen's articles noted above concur with these findings.
The Registrant feels that there exists a demand for its form of advertising
since the purchasing public is constantly seeking to reduce their overall costs
of products or services. With fliers the customer must take the time to review
the entire flier and cut the product or service desired from it. This is time
consuming. Often the flier is made from inexpensive paper and hence does not
have the resilience to last for any great periods of time. The Registrant's
concept, as mentioned previously, offers a business card size coupon plasticized
for endurance and longevity.
There are no specific governmental regulations prohibiting the distribution
of coupons. General advertising rules prohibit the advertising of tobacco
products to persons under 19 years of age. One of the major problems with
discount coupon books is the number of books sold. The merchant may not
anticipate the number of coupons books sold and subsequently not be able to
honor the coupons. This is a result of coupon books being oversold and a further
printing is done to satisfy the demand. With the Registrant's coupons, the total
number of coupons outstanding relates directly to the number of coupons printed
for the advertiser for insertion in the dispensary board. The advertiser knows
his maximum number of coupons outstanding from his Advertising Agreement with
the Registrant.
f. Phases of Development
The Registrant will have three phases of development for its concept:
1. Phase One
During this Phase the Registrant designed and developed the dispensary
board system by building a prototype. This prototype has been shown to
advertisers to determine their response to the Registrant's advertising
system. The results are favorable but it must be borne in mind that no
advertiser has committed to using the Registrant's advertising system. At
this stage, it is difficult for the Registrant to know whether its
advertising system will be accepted by the business community.
Nevertheless, the Registrant has produced many of the documents it will
require to operate its business; being an Introduction Letter, Advertising
Agreement, Coupon Design Sheet, Authorization Letter to Use the
Advertiser's Name and Thank You Letter for Being an Advertiser.
The cost of this Phase of development was approximately $7,500. The
Registrant has virtually completed Phase One.
2. Phase Two
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The final design of the dispensary board has been done and the molds for
the dispensary boxes affixed to the dispensary board has been approved. The
dispensary boxes have now been manufactured. Consideration will be given to
the type of sales people required and locations for the dispensary boards,
both pedestal and affixed to a wall, will be investigated. During this
Phase it is anticipated boards will be installed and sales will commence.
The cost of this Phase of development is determined as outlined below.
ESTIMATED
PROCEDURES COST
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Design and development of a wooden dispensary boards
- 10 only 3,500
Rental of ten board locations (i) 10,300
Printing of advertiser's coupons - 220 separate plasticized
coupons at $35 per set - a set containing 1,000 such
coupons 7,700
Employ three full time sales people for the first three
months of operations at the rate of $1,000 per month as a
draw against commissions (ii) 9,000
Full time secretary - $1,334 per month for three months 4,000
Sales Manager's remuneration @ $2,000 per month for
three months 6,000
Management's remuneration - $1,667 for each of three months 5,000
Miscellaneous - office supplies, stationery, etc. 3,000
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Estimated Cost of Phase 2 $ 48,500
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(i) Initially the Registrant expects to pay rent to landlords and managers of
commercial sites to allow the dispensary boards to be installed either on a
pedestal or affixed to a wall. The rental cost is estimated at $343 per
month per location.
(ii) Sales Representatives will be paid $1,000 per month as a draw against their
commissions. It is anticipated that this amount will be substantially
reduced as sales are made. The three month charge for the rental of a
dispensary box is $207. Sales agents will be paid 20% commission on
dispensary box rentals.
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To complete this stage, the Registrant will require additional capital
either provided by its directors and officers or by way of lending from a
banking institutional or through the issuance of its common stock.
3. Phase 3
This Phase will develop the Registrant into a viable concern in the
advertising field. Locations will be researched in all areas of the
community to give a wide variety to the advertiser.
There will be an increase in the hiring of sales people in order to seek
out new advertisers and maintain existing ones.
New sales people will be given a draw against commissions as they establish
their customer-base. Commissions will be paid at the rate of 20% of the
rental cost of a dispensary box. If one advertiser rents more than one
dispensary box, either in one or in several locations, the sales person
will receive commission on each and every dispensary box rented. This will
ensure that the sales people are constantly recommending advertisers to use
several locations for greater exposure of their coupons.
Revenue from existing advertisers should be sufficient to carry operations
after several months into this Phase. Nevertheless there will still be
expenses which should be budgeted for in the event that circumstances do
not proceed as envisioned. The estimated cost for Phase Three is shown
below.
PROCEDURES ESTIMATED
COST
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Manufacturing of an estimated 50 dispensary board at a cost of
$333 each $ 16,650
Cost of dispensary boxes estimate to be 22 per dispensary
board time 50 to equal 1,100 at a cost of $1.46 per box 1,606
Pedestal stands required for some locations - being 10 at a cost
of $67 per pedestal stand (i) 670
Advertising in local newspapers and magazines (ii) 6,500
Miscellaneous expenses 6,500
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Total estimated funds required for Phase 3 $ 31,926
(i) Pedestal stands are metal in structure with a dispensary board placed on
the metal pipe rising from the pedestal base.
(ii) There will be a need to advertising the Registrant's concept to obtain
market recognition. Once this is established there will be no need to use
other media sources to advertise. The Registrant plans to try to keep one
dispensary box available for its own use at all time. A separate coupon
will be contained in this box allowing any interest advertiser to have
access to it.
Concentration initial in establish dispensary board locations will focus in
Vancouver, British Columbia but the Registrant will direct its interest to other
cities in Canada - mainly Calgary, Toronto and Winnipeg. Eventually
consideration might be given to developing the concept in the United States and
other parts of North America. It is imperative that the Registrant does not
extend itself too fast and thereby burden unduly its ability to maintain a
profitable base.
The Registrant does not have the funds available to complete either Phases
Two or Three and will have to raise additional funds to do so. These funds can
be advanced by the directors, who are currently willing to financially assist
the operations of the Registrant over the next several months. Other avenues of
financing available to the Registrant are loans from financial institutions or
through the sale of its capital stock. If the latter two methods of financing
are not available to the Registrant, the Registrant will reduce its dispensary
board program to several boards until such time as there are profits from the
sales of the advertising to manufacture additional dispensary boards.
g. Use of the name of "Pick-N-Save"
The Registrant will use the name of "Pick-N-Save" on all its dispensary
boards. This name defines the process of the Registrant's concept. A potential
customer wishing to use the services or acquire a product from one of the
advertisers on the dispensary board merely "picks" the desired coupon and upon
presentation receives a "saving".
The Registrant's name Vis' Opps, in contrast to Pick-N-Save, is a shortened
form of "visual opportunities". In other words, by viewing the dispensary board
the potential customer has an opportunity to realize an opportunity.
The use of the name Pick-N-Save has been researched through the University
of British Columbia's Patscan - a patent search service. No similar names were
detected in the United States other than Pick N Save - a retail department store
in numerous states offering sales and service. No similar name was found in the
advertising area nor in Canada.
The Registrant does not know if the name "Pick-N-Save" will be able to be
used in the United States due to its use by the above mentioned department
store. The Registrant has not sought legal advise to determine if it will be
able to use the name in the United States. At this time it is concentrating its
operations in Canada and will not enter the United States market for
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several years. At that time it will seek legal advise as to the use of the name.
There is a possibility that the name might not be available to the Registrant.
In that case, it will use the name of "Vis' Opps"; although there is not
guarantee this name will be available to the Registrant. If it is not available
the Registrant will select a suitable name at that time.
h. Risk Factors
There are certain inherent risks with the Registrant's concept from the
point of view of the Registrant and its shareholders as follows:
i. The availability of the number of other forms of advertising will be a
deciding factor in the advertisers' choices of the media they wish to use.
ii. The advertising market is highly fragmented. The market is characterized by
hundreds of small, independent media firms in addition to large newspaper
and magazine chains. Nevertheless, no single chain in North America has a
significant share of the retail market for advertising.
iii. There are no concrete statistics on what forms of advertising will best be
suited to the consuming public.
iv. The Registrant might not be able to induce landlords to provide the
Registrant with the desirable locations required to increase its sales. The
cost to locate the dispensary board in certain locations might be
prohibitive since the landlord will require too high a rental charge.
v. The Registrant's current operations are dependent on attracting certain key
locations and advertisers to assist in the development of the concept. Any
future loss of these locations or advertisers may impact operations.
vi. The only present source of funds available to the Registrant is through the
funds contributed by the directors and shareholders. Even if the results of
sales through the concept is encouraging, the Registrant may not have
sufficient funds to conduct its expansion plans and hence increase its
market share of its product. While additional working capital may be
generated through the operation, there is no assurance that any such funds
will be available. This might impact the availability of locations for the
advertisers.
vii. The Registrant has not patented its concept and hence it could be used by
other interest parties with no way that the Registrant can protect itself.
OTHER ASSETS
The Registrant has no other assets other than its advertising concept. At
the present time, the Registrant has no intention of developing any other
concepts or acquiring any other assets of a different nature until such time as
it has developed its advertising concept. Nevertheless, in the
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<PAGE>
future there may be opportunities made available to the Registrant that would
enhance it and prove financial rewarding. Such opportunities, which are
presently not known to the Registrant, will be reviewed at the time they are
presented to the Registrant. Only opportunities of an advertising nature will be
considered by the Registrant since it wishes to remain in advertising.
At the present time the Registrant has no knowledge or has been contract
with regards to any other business opportunities.
EMPLOYEES
As at June 30, 1999, the Registrant has two employees in addition to its
President and Secretary/Treasurer. One employee is the Sales Manager for the
Registrant and the other is a Sales Representative. The Registrant has entered
into a contract with each of these individuals for a period of one year
commencing June 1, 1999 (refer to Exhibit (6) (a) (i) and (ii)). The Sales
Manager is compensated at the rate of $2,000 (CDN$3,000) per month whereas the
Sales Representative is given a draw against commissions of $1,000 (CDN$1,500).
The business background of each of these individuals is as follows:
YUI LAM KO, 39, graduated from Vancouver Community College in 1988 before
becoming an import/export trader for Cathay Trading Co. of Vancouver, British
Columbia, which specialized in bulk purchases of finished and perishable goods
from Mainland China. In 1991, Mr. Ko was employed with Can-Chi Media Services
Ltd as manager of advertising and marketing. His responsibilities included the
establishment of an Asian orientated newspaper and the development and
circulation of telephone books for the Asian community. In the latter capacity,
he was responsible for seeking out and selling advertisement in the telephone
books to Asian merchants and business people. In 1997 he started his own
printing company called Continental Printing Company located in Richmond,
British Columbia which specialized in the printing of business cards, stationery
and other material used by businesses. With a staff administering his business,
Mr. Ko feels he can spend the majority of his time on the affairs of the
Registrant.
YEN KWAN POON, 56, graduated in 1963 from Guangdong Ximen Secondary School.
Subsequent to this she took teacher's training and from 1970 to 1987 worked as a
teacher in an elementary school. In 1987 she immigrated to Canada with her
family and accepted a position as Assistant China Trading Manager for Western
Connection Investments Ltd., a company specializing in developing investment
projects in China. In 1989 she became Assistant to the Vice President of
Canadian Connection Financial & Management Ltd. that was involved in promoting
joint venture opportunities in China and raising working capital for them. From
1991 to 1997 she assisted the President of Can-Chi Group which specialized in
acquiring finished goods from China and selling them in the North American
market. With the closing of operations of Can-Chi Group, she accepted a position
at Royal Loyalty Trading Ltd, a company also specializing in the trading of
products in China. Since 1998, Mrs. Poon has been an independent consultant in
selling of products produced in China prior to accepting a position as a Sales
Representative with the Registrant.
15
<PAGE>
The above two employees will devote 20 hours a week to expanding the advertiser
base and ensure a high percentage of renewals.
The directors and officers of the Registrant are not full time employees but
devote time to the affairs of the Registrant by attending to the various
administration functions required, identifying the initial sales personal
required, developing the design of the dispensary board and boxes and
undertaking whatever duties are required of them.
The Registrant is not a party to any collective bargaining agreements. The
British Columbia area has a relatively large pool of sales people who are
suitable to sell the Registrant's concept. In addition, there is also a large
pool of clerical personnel who could be hired at any time.
COMPETITION
There are numerous other advertising companies located in North America who
offer competing forms of advertising. To the best knowledge of management, there
are no other companies offering a coupon dispensary board similar to the
Registrants. There are coupon boards located in super markets offering discounts
on various products within the store. These boards do not offer any discounts on
products or services not located in the store.
On the ferries in British Columbia, there are display boards offering
pamphlets on hotels, restaurants and tourist sites. Very few, if any, of these
pamphlets offer a discount to the person taking the pamphlet.
Nevertheless, management realizes there is a great deal of competition in
the advertising industry and the possibilities for the Registrant in obtaining a
sizeable market share is limited.
REPORTS TO SECURITIES HOLDERS
Prior to filing this Form 10-SB, the Registrant has not been required to
deliver annual reports. To the extent that the Registrant is required to deliver
annual reports to security holders through its status of a reporting company,
the Registrant shall deliver annual reports. Also, to the extent the Registrant
is required to deliver annual reports by the rules or regulations of any
exchange upon which the Registrant's shares are traded, the Registrant shall
deliver annual reports. If the Registrant is not required to deliver annual
reports, the Registrant will not go to the expense of producing and delivering
such reports. If the Registrant is required to deliver annual reports, they will
contain audited financial statements as required.
Prior to the filing of this Form 10-SB, the Registrant has not filed
reports with the Securities and Exchange Commission. Once the Registrant becomes
a reporting company, management anticipates that Forms 3, 4, 5, 10K-SB, 10Q-SB,
8-K and Schedules 13D along with the appropriate proxy material will have to be
filed as they come due. If the Registrant issues additional shares, the
Registrant may file additional registration statements for those shares.
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<PAGE>
The public may read and copy any material which the Registrant files with
the Securities and Exchange Commission at the Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain
information on the operation of the Public Reference Room by calling the
Commission at 1-800-SEC-0330. The Commission maintains an Internet site that
contains reports, proxy and information statements, and other information
regarding the issuers that file electronically with the Commission. The Internet
address of the Commission's site is (http://www.sec.gov).
YEAR 2000 COMPUTER PROBLEMS
The Registrant is dependent on computer technology in its business
operations even though it does not itself own any computers at the present time.
Nevertheless every business and professional person the Registrant uses are
reliant on computers which reliance has a direct effect on the Registrant.
The "Year 2000 problem" arose because many existing computer programs use
only the last two digits of a year. Therefore, these computer programs do not
properly recognize a year that begins with "20" instead of "19". If not
corrected, many computer applications could fail or create erroneous results.
The extent of the potential impact of the Year 2000 problem is not yet known,
and if not timely corrected, it could affect the global economy. No country,
government, business, or person is immune from the potential far-reaching
effects of Year 2000 problems. Some estimates that include not only software and
hardware costs, but also cost related to business interruption, litigation and
liability, run into the hundreds of billions of dollars.
The Registrant has determined that the consequences of its Year 2000 issues
are likely to be material, in that a breakdown in the economy due to the Year
2000 problem might endanger its chances of having its coupons printed. The
majority of printing companies use computerized equipment to do their printing.
The possibilities of some or all of this equipment failing is extremely high.
Without a supply of printed coupons the Registrant would be unable to continue
to supply its dispensary boards. In addition, advertiser's sales agreement,
cheques and other documents are often prepared to day on the computer and as
such are subject to the Year 2000 problem. The Registrant has:
1. investigated computer software for future purchase whereby the Year 2000
issue has been addressed and corrected. The Registrant is in the state of
readiness to purchase software, if it proves to have resolved the Year 2000
problem, at the time it acquires its own computer hardware.
2. incurred no cost, as yet, to address the Year 2000 issue but expects its
costs in the future will be for the purchase of computers and software
which have resolved the Year 2000 problem.
3. acknowledged the risk it faces with the Year 2000 issue from its customers,
suppliers and professionals who have not addressed the Year 2000 issue and
hence can no longer operate once the Year 2000 is upon the business
community.
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<PAGE>
4. a contingency plan in that it will discuss with its customers, suppliers
and professionals their contingency plans and if they have not addressed
the Year 2000 problem the Registrant will switch to other suppliers,
customers and professionals who have. There is no guarantee the Registrant
will be successful in identifying those customers, suppliers and
professionals who have not addressed the Year 2000 issue.
In summary, the problem is a massive, pervasive, complex, world-wide
phenomena that could, in a worst-case scenario, totally shut down and destroy
the Registrant's business operations.
This discussion contains forward-looking statements regarding the
Registrant's Year 2000 problems and their effect on the Registrant. In this
regard, the Registrant is relying upon the "safe harbor" provided under the
Private Securities Litigation Reform Act of 1995 for protection from liabilities
in the event such statements are not proven accurate.
OTHER ASPECTS OF THE REGISTRANT'S BUSINESS
New Products or Services
The Registrant has not made any announcements regarding new products or
services.
Sources of Raw Materials and Names of Principal Suppliers
The source of raw material for the building of the dispensary board is
available from the majority of lumber yards, retail lumber stores and other
business specializing in wood products. There are numerous firms throughout the
lower Mainland of British Columbia who can supply plastic for the manufacturing
of the dispensary boxes. In addition, paper products and printers are abundant
in the Province. There is no major supplier of any of the products required by
the Registrant to build and services the dispensary boards.
Dependency on one or a few major customers.
With the number of small business and individuals in the lower Mainland of
British Columbia the Registrant is not dependent on one or a few major
customers.
Patents and Trademarks
The Registrant's method of advertising is not patented and no trademark
exists. The Registrant does not intend to patent its advertising concept.
Governmental Regulations on the Business
There is no enacted legislation on the distribution of coupons.
Nevertheless, advertising cannot be misleading or fraudulent or else both
criminal and civil remedies could be brought against the Registrant. The
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<PAGE>
Registrant will act cautiously in the selection of its advertisers so that there
will not be any problems which might result in litigation.
Item 2. Management's Discussion and Analysis
or Plan of Operation
The discussion contained in this Item 2 is "forward looking" including,
without limitation, statements regarding the Registrant's expectations, beliefs,
intentions or strategies regarding future business operations and projected
earnings from its advertising concept, which are subject to may risks.
PLAN OF OPERATION
The Registrant has to date concentrated on developing its advertising
concept and will do so in the immediate future. Subject to the availability of
financing, the Registrant will seek to complete Phase 2 and 3 within the current
year. (See Part 1, Item 1 - "Description of the Business"). The Registrant will
seek to generate such funds through the sale of securities and/or institutional
financing. If an underwriter can be found, a public offering of common stock
will be considered; alternatively the Registrant will seek to raise funds
through a private offering of securities to an institutional buyer or through a
registered broker dealer. The Registrant does not presently have any financing
arranged for nor has any underwriter yet expressed interest in such an offering,
and there can be no assurance that an underwriter can be found on terms
acceptable to the Registrant. In the absence of such financing, the Registrant
may be unable to put its plans into effect.
In the event that the Registrant is unable to arrange financing, it will
reduce its activities to installing several dispensary boards in high traffic
locations and rely on the Sales Manager and Sales Representatives to sell
sufficient advertising to cover the cost of the dispensary boards and earn a
profit, if possible. The directors are prepared to contribute funds that will
pay certain expenses over the next several months; being the salary to the Sales
Manager, draws to the Sales Representative, auditing and accounting fees, office
expenses and filing fees.
LIQUIDITY AND CAPITAL RESOURCES
As at March 31, 1999, the Registrant had $23,376 of assets, and $2,500 of
liabilities, including cash or cash equivalents amounting to $23,376.
The Registrant has sufficient funds on hand to complete Phase One as more
fully described in this Form 10-SB. The Registrant will require additional funds
to complete Phase Two which will have to be either advanced by the directors and
officers, bank financed or raised through a public offering of its capital
stock. Subsequent to the completion of Phase One, the Registrant will have
sufficient funds on hand to meet accounting, administration and filing fees.
Filing fees are mainly the cost for processing the Forms 10-SB and 10QSB through
Edgar. It is estimated that these fees should be no more than $5,000. The
Registrant will have to raise additional funds to meet its future cash
obligations.
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<PAGE>
Additional capital required over the next twelve months is estimated to be
$80,426 based on the requirements of Phases Two and Three. This amount assumes
no revenue from sales of advertising due to this figure not been known at the
present time. The Registrant has not as yet investigated or negotiated with any
financial organization to obtain funds for the future to complete either Phases
Two or Three.
The Registrant's auditors have qualified their opinion on going concern as
follows:
"The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in this regard to these matters are described in Note 4.
These financial statements do not include any adjustments that might result from
the outcome of this uncertainty".
In Note 4 to the financial statements, the Registrant acknowledges the fact
that it is dependent upon additional financing in order to develop its concept.
If the Registrant is unable to raise additional financing it will not be able to
continue and may eventually cease to operate as a company. The auditor wishes to
alert the readers of the financial statements that he agrees with the Registrant
that there is a possibility that without additional funding the Registrant will
not be able to complete its goals and might cease to be an operating entity.
The Registrant will undertake no formal plan to market research the
desirability of its advertising service other than to test the response of the
advertising community to its concept.
The Registrant has no need to purchase a factory to manufacture the
dispensary boards since the manufacturing can be contracted out to various firms
specializing in building office equipment. The printing of the coupons can be
done by any of the numerous printing companies in the lower Mainland of British
Columbia. The Registrant has not selected any manufacturer or printing company
to date.
It is estimated that the Registrant will require twelve Sales
Representatives by the end of the first year. A draw against commissions of
$1,000 will be advanced each month to each Sales Representative. This draw will
be deducted from the amount of commissions paid. It is expected in the early
months of operations and when each Sales Representative commences work that
commissions will not be sufficient to cover the draws. As more dispensary boards
are installed and renewals occur, commissions each month should be sufficient to
eliminate the need for a draw.
The Registrant has no contractual obligations for either leasing premises
or commitments to acquire assets of any nature.
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<PAGE>
Management does not believe the Registrant's operations have been
materially affected by inflation.
ITEM 3. DESCRIPTION OF THE REGISTRANT'S ADVERTISING CONCEPT
As more fully described above, the Registrant has developed an advertising
concept that is affordable to the average self-employed entrepreneur and small
business. The concept is based on a "dispensary board" method of advertising
whereby individuals and businesses are able to place their coupons in a plastic
box attached to the dispensary board and have them extracted by interested
parties.
The Registrant hopes to attract those entrepreneurs and small businesses
that are interested in offering a "discount" or "promotional" offer on their
coupon. By offering a discount the purchasing public will be more willing to
extract the coupon and try the service or product being offered.
OFFICES
The Registrant's executive offices are located at Suite 39 - 7179 18th
Avenue Vancouver, British Columbia, Canada. The office is located in the
personal residence of the President of the Registrant. There is no charge to the
Registrant for using this office.
OTHER PROPERTY
The Registrant does not own any other property.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERSHIP AND MANAGEMENT
SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information with respect to the
beneficial ownership of each person who is known to the Registrant to be the
beneficial owner of more than 5% of the Registrant's Common Stock as of June 30,
1999.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER OWNERSHIP (1),(2) CLASS (2)
- -------- ----- ----------------- ---------
<S> <C> <C> <C>
Common EDISON HO 4,500,000 43.09%
Shares #39 - 7179 18TH Avenue
Vancouver, B.C.
Canada, V3N 1H2
</TABLE>
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<PAGE>
(1) As of June 30, 1999, there were 10,442,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the percentage of outstanding shares owned by the
persons having such rights, but are not deemed outstanding for the purpose
of computing the percentage for such other persons.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of each officer and director, and of all directors and
executive officers as a group as of June 30, 1999.
<TABLE>
<CAPTION>
(1) (2) (3) (4)
TITLE NAME AND ADDRESS AMOUNT AND NATURE PERCENT
OF OF BENEFICIAL OF BENEFICIAL OF
CLASS OWNER OWNERSHIP (1),(2) CLASS (2)
----- ----- ----------------- ---------
<S> <C> <C> <C>
Common EDISON HO 4,500,000 (3) 43.09%
Shares 39 - 7179 18TH Avenue
Vancouver, B.C.
Canada, V3N 1H2
Common WILLIAM WRIXON NIL NIL
Shares 6 - 1535 West 14th Avenue
Vancouver, B.C.
Canada, V6J 2J1
Common SUSAN PELLAND NIL NIL
Shares 205 - 1120 Westwood St.
Vancouver, B.C.
Canada, V3B 7K8
All officers and directors as a 4,500,000 43.09%
group (three persons)
</TABLE>
(1) As of June 30, 1999, there were 10,442,500 common shares outstanding.
Unless otherwise noted, the security ownership disclosed in this table is
of record and beneficial.
(2) Under Rule 13-d under the Exchange Act, shares not outstanding but subject
to options, warrants, rights, conversion privileges pursuant to which such
shares may be acquired in the next 60 days are deemed to be outstanding for
the purpose of computing the
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<PAGE>
percentage of outstanding shares owned by the persons having such rights,
but are not deemed outstanding for the purpose of computing the percentage
for such other persons.
(3) Mr. Ho is President of the Registrant and a controlling shareholder. This
stock is restricted since it was issued in compliance with the exemption
from registration provided by Section 4 (2) of the Securities Act of 1933,
as amended. After this stock has been held for one (1) year, Mr. Ho could
sell 1% of the outstanding stock every three months. Therefore, this stock
cannot be sold except in compliance with the provisions of Rule 144.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
DIRECTORS AND EXECUTIVE OFFICERS
The following table identifies the Registrant's directors and executive
officers as of June 30, 1999. Directors are elected at the Registrant's annual
meeting of stockholders and hold office until their successors are elected and
qualified. The Registrant's officers are appointed annually by the Board of
Directors and serve at the pleasure of the Board.
<TABLE>
<CAPTION>
TERM AS
DIRECTOR
NAME POSITION HELD EXPIRES
---- ------------- -------
<S> <C> <C>
EDISON HO President and Director 1999
WILLIAM WRIXON Director 1999
SUSAN PELLAND Secretary / Treasurer 1999
</TABLE>
Both the directors have served as directors since the Registrant was
incorporated on November 25, 1998. The President and Secretary Treasurer have
held their positions as officers since November 25, 1998. The Registrant has had
no other individuals serving as officers other than the ones mentioned above.
EDISON HO, 36, has experience in administrating and operating various
businesses during the last 14 years. He is employed as the Chief Financial
Officer of IntraCoastal Systems Engineering Corporation that has afforded him
the advantage of overseeing all financial requirements of the company. Mr. Ho is
still employed in the capacity of Chief Financial Officer of Intra Coastal
Systems Engineering Corporation. Prior to holding this position, Mr. Ho was, in
1997, the Controller for Dexton Computer Corporation and held a similar position
in 1992 with Autism Society of British Columbia. This allowed him to have a
strong background in every aspect of the daily operations of a company. In 1989
he was the President of Secure Office Systems Inc. prior to being the accountant
for Western Basic Ingredients and Assistant Food & Beverage Manager for the BC
Institute of Technology SA.
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<PAGE>
His educational background includes obtaining a degree from the Certified
Management Accountants of British Columbia and a diploma in Financial Management
from BCIT Institute of British Columbia.
WILLIAM WRIXON, 32, has been employed since 1998 as the Manager of Corporate
Relations for IntraCoastal Systems Engineering Corporation where he is
responsible for communications with shareholders and financial institutions on a
daily bases. In 1997 he was employed in a similar position for two years with
Paxton Pacific Resource Products Inc. and Westrend Natural Gas, associated
companies. This work experience has provided him with a strong background in
communications with shareholders and regulatory authorities. From 1995 to 1996
he was employed as an auditor for the firm of Usher and Vineberg, Chartered
Accountants. Prior to this position he was the President of Windstar Promotions,
his own company.
His educational background relates to economics where he obtained a Bachelor of
Arts degree from Dalhousie University in 1990 and subsequent at Concordia
University where he obtained in 1995 a degree in Accounting and Finance.
Subsequently he undertook several courses from the Institute of Chartered
Accountants.
SUSAN PELLARD, 46, has a background centered around dentistry where in 1979 she
obtained a certificate as a Certified Dental Assistant (General) and in 1983
obtained a certificate from the College of Dental Surgeons as a Certified Dental
Assistant (Orthodontics). For the past 15 years she has been employed by her
husband where she works as office manager and administrator of his dental
practice.
Management does not devote full time to the affairs of the Registrant
because each is employed by other companies. Mr. Ho has been instrumental in
hiring the Sales Manager, conceiving the concept, arranging for the
incorporation of the Registrant, instructing professionals and accountants as to
the direction of the Registrant and the documents required for both corporate
and filing purposes. To date the corporate activities of both Mr. Wrixon and Ms.
Pellard has been limited on a daily basis but as the Registrant commences
operations the time they devote to the Registrant will increase.
None of the Registrant's Directors are currently directors of other
companies registered under the Securities Act of 1934. There are no family
relationships between the directors, executive officers or with any person under
consideration for nomination as a director or appointment as an executive
officer of the Registrant.
ITEM 6. EXECUTIVE COMPENSATION
None of the Registrant's executive officers have received compensation
since the Registrant's inception.
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<PAGE>
The following table sets forth compensation paid or accrued by the Registrant
during the period ended June 30, 1999 to the Registrant's President and shows
compensation paid to any other officers or directors.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE (1998 - 1999)
Long Term Compensation (US Dollars)
-----------------------------------
Annual Compensation Awards Payouts
-------------------------- ------ -------
(a) (b) (c) (e) (f) (g) (h) (i)
Other Restricted All other
annual stock Options/ LTIP compen-
Name and Princi- Comp. awards SAR payouts sation
pal position Year Salary ($) ($) (#) ($) ($)
- ------------ ---- ------ --- --- --- --- ---
<S> <C> <C> <C> <C> <C> <C> <C>
EDISON HO, 1998- -0- -0- -0- -0- -0- -0-
President and 1999
Director
WILLIAM WRIXON Director -0- -0- -0- -0- -0- -0-
SUSAN PELLAND 1998- -0- -0- -0- -0- -0- -0-
Secretary/Treasurer 1999
</TABLE>
There are no stock options outstanding as at June 30, 1999 and no options
have been granted in 1999, but it is contemplated that the Registrant may issue
stock options in the future to officers, directors, advisers and future
employees.
COMPENSATION OF DIRECTORS
Members of the Board of Directors do not receive cash compensation for
their services as Directors. Directors are not presently reimbursed for expenses
incurred in attending Board meetings.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On February 1, 1999, the Registrant's Board of Directors approved the
issuance of 4,500,000 shares of its common stock between Edison Ho, President of
the Registrant, in consideration of his services in organizing the Registrant.
The terms of this transaction were determined by the Board of Directors at the
time there were no other stockholders. These shares are restricted since they
were issued in compliance with the exemption form registration provided by
Section 4 (2) of the Securities Act of 1933, as amended. After these shares have
been held for one (1) year, Mr. HoHoHo could sell in a given three month period
shares based on 1% of the outstanding stock of the Registrant. Therefore, these
shares cannot be sold except in compliance with the provisions of Rule 144. The
share certificate registered in the name of Mr. Ho has a legend affixed to it
restricting its sale.
The promoters of the Registrant are the Officers, Directors, Sales Manager
and Sales Representative. No other individual is responsibility for the
promotion of the activities of the
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<PAGE>
Registrant and nothing of value, including money, property, contracts, options
or rights of any kind, have been given to anyone other than Mr. Ho as noted in
the preceding paragraph.
The Directors and Officers of the Registrant have contributed and continue
to contribute time, office space, telephone, and other expenses, without
compensation or reimbursement. The Sales Manager and Sales Representative are
compensated for their time as noted elsewhere in this Form 10-SB.
Certain directors of the Registrant are directors, officers, stockholders
and/or employees of other companies, and conflicts of interest may arise between
their duties as directors of the Registrant and as directors, officers of other
companies. All such possible conflicts will be disclosed and the directors
concerned will govern themselves in respect thereof to the best of their ability
in accordance with the obligations imposed on them under the laws of the State
of Nevada.
All officers and directors are aware of their fiduciary responsibilities under
corporate law, especially insofar as taking advantage, directly or indirectly,
of information or opportunities acquired in their capacities as officers and
directors of the Registrant. Any transaction with officers or directors will
only be on terms consistent with industry standards and sound business practice
in accordance with the fiduciary duties of those persons to the Registrant, and
depending upon the magnitude of the transactions and the absence of any
disinterested board members, the transactions may be submitted to the
shareholders for their approval in the absence of any independent board members.
None of the directors or officers are engaged with any other public company.
ITEM 8. DESCRIPTION OF SECURITIES
The Registrant's articles of incorporation currently provide that the
Registrant is authorized to issue 200,000,000 shares of common stock, par value
$0.001 per share. As at June 30, 1999, 10,442,500 shares were outstanding.
COMMON STOCK
Each holder of record of the Registrant's common stock is entitled to one vote
per share in the election of the Registrant's directors and all other matters
submitted to the Registrant's stockholders for a vote. Holders of the
Registrant's common stock are also entitled to share ratably in all dividends
when, as, and if declared by the Registrant's Board of Directors from funds
legally available therefor, and to share ratably in all assets available for
distribution to the Registrant's stockholders upon liquidation or dissolution,
subject in both cases to any preference that may be applicable to any
outstanding preferred stock. There are no preemptive rights to subscribe to any
of the Registrant's securities, and no conversion rights or sinking fund
provisions applicable to the common stock.
Neither the Registrant's articles of incorporation nor its bylaws provide
for cumulative voting. Accordingly, persons who own or control a majority of the
shares outstanding may elect
26
<PAGE>
all of the Board of Directors, and persons owning less than a majority could be
foreclosed from electing any.
OPTIONS OUTSTANDING
There are no outstanding options. It is the intention of the Board of
Directors to grant stock options to directors, officers and future employees at
some time in the future. At the present time no consideration has been given to
the granting of stock options.
PART 11
ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND OTHER STOCKHOLDER MATTERS
MARKET INFORMATION
The Registrant's stock is not presently traded or listed on any public
market. With no further comments from the United States Securities and Exchange
Commission on this Form 10-SB, the Registrant anticipates filling with the NASD
Regulators Inc. Upon effectiveness of the Registrant's registration statement
under the Securities Exchange Act of 1934, it is anticipated one or more broker
dealers may make a market in its securities over the counter, with quotations
carried on the National Association of Securities Dealers, Inc.'s "OTC Bulletin
Board". To date no broker dealer has been approached nor have any offered to
make a market in the Registrant's shares.
HOLDERS
The number of record holders of the Registrant's common stock as at June
30, 1999 was 45 of which 1 is a director. There has been no additional
shareholders since June 30, 1999.
27
<PAGE>
DIVIDENDS
The Registrant has never paid cash dividends on its common stock and does
not intend to do so in the foreseeable future. The Registrant currently intends
to retain any earnings for the operation and expansion of its business.
The Securities and Exchange Commission has adopted regulations which
generally define a "penny stock" to be equity securities that has a market price
(as defined) of less than $5.00 per share, subject to certain exemptions. The
Registrant's Common Stock may be deemed to be a "penny stock" and thus, if and
when it becomes listed and trading, of which there can be no assurance, will
become subject to rules that impose additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors, unless the Common Stock is listed on The
NASDAQ Small Cap Market.
Consequently, the "penny stock" rules may restrict the ability of
broker/dealers to sell the Registrant's securities, and may adversely affect the
ability of holders of the Registrant's Common Stock to resell their shares in
the secondary market, assuming such market develops, of which there can be no
assurance.
FINANCIAL INFORMATION
The Registrant will furnish annual financial reports to stockholders,
certified by its independent auditor, and furnish management prepared unaudited
quarterly reports to its shareholders.
TRANSFER AGENT
The Registrant's transfer agent is Nevada Agency & Trust Co., 50 West
Liberty Street, Suite 880, Reno, Nevada, 89501.
ITEM 2. LEGAL PROCEEDINGS
There are no legal proceedings to which the Registrant is a party or to
which its property is subject, nor to the best of management's knowledge are any
material legal proceedings contemplated.
ITEM 3. DISAGREEMENT WITH ACCOUNTANTS AND
FINANCIAL DISCLOSURE
From inception to date, the Registrant's principal accountant is Andersen
Andersen & Strong, L.C. of Salt Lake City, Utah. The firm's report for the
period from inception to March 31, 1999 did not contain any adverse opinion or
disclaimer, nor were there any disagreements between management and the
Registrant's accountants.
28
<PAGE>
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to June 30, 1999, the Registrant has issued and sold
the following unregistered shares of its common stock (the aggregated value of
all such offerings did not exceed US$1,000,000):
(i) Subscriptions of 4,500,000 shares by a Director of the Registrant.
On February 1, 1999 the Board of Directors of the Registrant approved the
issuance to its President, Edison Ho, 4,500,000 common shares. These shares are
restricted since they were issued in compliance with the exemption from
registration provided by Section 4(2) of the Securities Act of 1933, as amended.
After these shares have been held for one year, Mr. Ho could sell within a three
month period shares based on 1% of the outstanding stock in the Registrant.
Therefore, these shares can be sold after the expiration of one year in
compliance with the provisions of Rule 144. There is a "stop transfer"
instructions placed against this certificate and a legend has been imprinted on
the stock certificate itself.
(ii) Subscription for 5,885,000 shares at $0.002 per share
On February 8, 1999, the Registrant accepted subscriptions from twelve
corporate investors in the amount of 5,885,000 shares at a price of $0.002 per
share. Rule 504 exemption was claimed for the 5,885,000 shares. Forms D were
filed with the United States Securities and Exchange Commission. This stock can
be traded without restrictions. None of these shareholders are related to the
directors or officers or each other. All the shareholders live outside the
United States.
(iii) Subscription for 57,500 shares at $0.20 per share
On February 23, 1999, the Registrant accepted subscriptions from 32
individual shareholders who purchased 57,500 common shares at a price of $0.20
per share. Rule 504 exemption was claimed and Forms D were filed with the United
States Securities and Exchange Commission. This stock can be traded without
restrictions provided persons owing less than 5% of the outstanding stock do so.
All the shareholders subscribing for shares are located outside of the United
States and none are US citizens. All shareholders are either friends, relatives
or business associates of one or more of the directors.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of the Nevada General Corporation Law allows the Registrant
to indemnify any person who was or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, by reason of the
fact that he or she is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of any corporation, partnership, joint venture,
trust, or other
29
<PAGE>
enterprise. The Registrant's Bylaws provide that such person shall be
indemnified and held harmless to the fullest extent permitted by Nevada law.
Nevada law permits the Registrant to advance expenses in connection with
defending any such proceedings, provided that the indemnitee undertakes to repay
any such advances if it is later determined that such person was not entitled to
be indemnified by the Registrant. The Registrant's Bylaws require that the
Company advance such funds upon receipt of such an undertaking with respect to
repayment.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in such act, and is
therefore unenforceable.
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form10-SB:
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Certified Public Accountants 31
Financial Statements of Vis' Opps Marketing Inc.
Balance Sheet as at March 31, 1999 32
Statement of Operations for the Period from November 24, 1998 (Date
of Inception) to March 31, 1999 33
Statement of Changes in Stockholders' Equity for the Period from
November 24, 1998 (Date of Inception) to March 31, 1999 34
Statement of Cash Flows for the Period from November 24, 1998 (Date of
Inception) to March 31, 1999 35
Notes to Financial Statements 36
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Consultants Board Salt Lake City, Utah, 84106
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
</TABLE>
Board of Directors
Vis' Opps Marketing Inc.
Vancouver, B.C., Canada
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have audited the accompanying balance sheet of Vis' Opps Marketing Inc. (a
development stage company) at March 31, 1999, and the statement of operations,
stockholders' equity, and cash flows for the period from November 24, 1998 (date
of inception) to March 31, 1999. 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.
31
<PAGE>
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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 financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vis' Opps Marketing Inc. at
March 31, 1999, and the results of operations, and cash flows for the period
from November 24, 1998 (date of inception) to March 31, 1999, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company is in the development
stage and will need additional working capital for its planned activity, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are described in Note 4. These
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Salt Lake City, Utah /s/ "Andersen Andersen & Strong"
April 7, 1999
A member of ACF International with affiliated offices worldwide
32
<PAGE>
VIS' OPPS MARKETING INC.
(A Development Stage Company)
BALANCE SHEET
March 31, 1999
================================================================================
ASSETS
CURRENT ASSETS
Cash $ 23,376
--------
Total Current Assets $ 23,376
========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 2,500
Total Current Liabilities 2,500
STOCKHOLDERS' EQUITY
Common stock
200,000,000 shares authorized, at $0.001 par
value; 10,442,500 shares issued and outstanding 10,443
Capital in excess of par value 17,327
Deficit accumulated during the development stage (6,894)
-------
Total Stockholders' Equity 20,876
-------
$23,376
=======
The accompanying notes are an integral part of these financial statements.
33
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM NOVEMBER 24, 1998 (DATE OF INCEPTION) TO MARCH 31, 1999
================================================================================
REVENUE $ --
EXPENSES 6,894
NET LOSS $ (6,894)
NET LOSS PER COMMON SHARE
Basic $ (.001)
=======
AVERAGE OUTSTANDING SHARES
Basic 5,200,000
=========
The accompanying notes are an integral part of these financial statements.
34
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM NOVEMBER 24, 1998 (DATE OF INCEPTION) TO
MARCH 31, 1999
================================================================================
<TABLE>
<CAPTION>
CAPITAL IN
COMMON STOCK EXCESS OF ACCUMULATED
SHARES AMOUNT PAR VALUE DEFICIT
------ ------ --------- -------
<S> <C> <C> <C> <C>
BALANCE NOVEMBER 24, 1998
(date of inception) - $ - $ - $ -
Issuance of common stock for cash
at $.001 - February 1, 1999 4,500,000 4,500 - -
Issuance of common stock for cash
at $0.002 - February 28, 1999 5,885,000 5,885 5,885 -
Issuance of common stock for cash
at $.20 - February 23, 1999 57,500 58 11,442 -
Net operating loss for the period from
November 24, 1998 to March 31, 1999 - - - (6,894)
---------- ------- -------- --------
BALANCE MARCH 31, 1999 10,442,500 $ 10,443 $ 17,327 $ (6,894)
========== ======= ======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
35
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM NOVEMBER 24, 1998 (DATE OF INCEPTION)
TO FEBRUARY 28, 1999
================================================================================
CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss $ (6,894)
Adjustments to reconcile net loss to
net cash provided by operating
activities:
Change in current assets and liabilities 2,500
---------
Net Cash From Operations (4,394)
---------
CASH FLOWS FROM INVESTING
ACTIVITIES: -
---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of common stock 27,770
---------
Net Increase in Cash 23,376
Cash at Beginning of Period -
---------
Cash at End of Period $ 23,376
=========
The accompanying notes are an integral part of these financial statements.
36
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
================================================================================
1. ORGANIZATION
The Company was incorporated under the laws of the State of Nevada on November
24, 1998 with authorized common stock of 200,000,000 shares at $0.001 par value.
The Company was organized for the purpose of marketing a unique form of
advertising affordable to self-employed and other small businesses by the use of
"dispensary board" system.
Since its inception the Company has completed two Regulation D offerings of
5,942,500 shares of its capital stock for cash.
The Company is in the development stage.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICILES
Accounting, Methods
The Company recognizes income and expenses based on the accrual method of
accounting.
Dividend Policy
The Company has not yet adopted a policy regarding payment of dividends.
Income Taxes
The Company has elected a fiscal year ending October 31 and has not completed an
operating period and therefore has not filed any income tax returns.
Earning (Loss) Per Share
Earnings (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding using the treasury stock method in
accordance with FASB statement No. 128.
37
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (Continued)
================================================================================
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Cash and Cash Equivalents
The Company considers all highly liquid instruments purchased with a maturity,
at the time of purchase, of less than three months, to be cash equivalents.
Foreign Currency Translation
The transactions of the Company completed in Canadian dollars have been
translated to US dollars. Assets and liabilities are translated at the year end
exchange rates and the income and expenses at the average rates of exchange
prevailing during the period reported on.
Financial Instruments
The carrying amounts of financial instruments, including cash and accounts
payable, are considered by management to be their estimated fair values. These
values are not necessarily indicative of the amounts that the Company could
realize in a current market exchange.
Estimates and Assumptions
Management uses estimates and assumptions in preparing financial statements in
accordance with generally accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.
38
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCLAL STATEMENTS (Continued)
================================================================================
3. RELATED PARTY TRANSACTIONS
Related parties have acquired 43% of the common stock issued for cash.
The officers and directors of the Company are involved in other business
activities and they may, in the future, become involved in additional business
ventures which also may require their attention. If a specific business
opportunity becomes available, such persons may face a conflict in selecting
between the Company and their other business interests. The Company has
formulated no policy for the resolution of such conflicts.
4. GOING CONCERN
Continuation of the Company as a going concern is dependent upon obtaining
additional working capital and the management of the Company has developed a
strategy, which it believes will accomplish this objective through additional
equity funding, and long term financing, which will enable the Company to
operate in the future.
Management recognizes that, if it is unable to raise additional capital, the
Company cannot be successful in its efforts.
39
<PAGE>
PART 111
ITEM 1. INDEX TO EXHIBITS
EXHIBIT
NO.
- ------
(2) Charter and By-Laws
(a) Articles of Incorporation of Vis' Opps Marketing Inc. filed
November 23, 1998 (filed herewith, page 41)
(b) Bylaws (filed herewith, page 45)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith,
page 57)
(5) Voting Trust Agreements
None
(6) Material Contracts
(a) Not Made in the ordinary course of business
(i) Transfer Agent and Registrant Agreement between
Registrant and Nevada Agency & Trust Co., dated
February 1, 1998 (filed herewith, page 58)
(ii) Sales Manager's Agreement (filed herewith, page 62)
(iii) Agreement to Act as Sales Representative (filed
herewith, page 67)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent
certified public accountants (filed herewith, page 74)
(11) Statement re computation of per share earnings
Not applicable
(16) Letter of change in certifying accountant
Not applicable
(21) Subsidiaries of the Registrant
Not applicable
(24) Power of Attorney
None
(99) Addition Exhibits None
40
<PAGE>
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 41 through 74 ]
<PAGE>
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant has caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized.
VIS' OPPS MARKETING INC.
(Registrant)
by
----------------------------------
Edison Ho, President
Dated: June 10, 1999
<PAGE>
ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF
VIS' OPPS MARKETING INC.
* * * * *
41
<PAGE>
The undersigned, acting as incorporator, pursuant to the provisions of
the laws of the State of Nevada relating to private corporations, hereby adopts
the following Articles of Incorporation:
ARTICLE ONE. [NAME]. The name of the corporation is:
VIS' OPPS MARKETING INC.
ARTICLE TWO. [RESIDENT AGENT]. The initial agent for service of process
is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, City of
Reno, County of Washoe, State of Nevada 89501.
ARTICLE THREE. [PURPOSES]. The purposes for which the corporation is
organized are to engage in any activity or business not in conflict with the
laws of the State of Nevada or of the United States of America, and without
limiting the generality of the foregoing, specifically:
1. [OMNIBUS] . To have to exercise all the powers now or hereafter
conferred by the laws of the State of Nevada upon corporations
organized pursuant to the laws under which the corporation is organized
and any and all acts amendatory thereof and supplemental thereto.
11. [CARRYING ON BUSINESS OUTSIDE STATE). To conduct and carry on its
business or any branch thereof in any state or territory of the United
States or in any foreign country in conformity with the laws of such
state, territory, or foreign country, and to have and maintain in any
state, territory, or foreign country a business office, plant, store or
other facility.
111. [PURPOSES TO BE CONSTRUED AS POWERS] . The purposes specified
herein shall be construed both as purposes and powers and shall be in
no wise limited or restricted by reference to, or inference from, the
terms of any other clause in this or any other article, but the
purposes and powers specified in each of the clauses herein shall be
regarded as independent purposes and powers, and the enumeration of
specific purposes and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or of the general
powers of the corporation; nor shall the expression of one thing be
deemed to exclude another, although it be of like nature not expressed.
ARTICLE FOUR. [CAPITAL STOCK]. The corporation shall have authority to
issue an aggregate of TWO HUNDRED MILLION (200,000,000) Common Capital
42
<PAGE>
Shares, PAR VALUE ONE MILL ($0.001) per share for a total capitalization of TWO
HUNDRED THOUSAND DOLLARS ($200,000).
The holders of shares of capital stock of the corporation shall not be
entitled to pre-emptive or preferential rights to subscribe to any unissued
stock or any other securities which the corporation may now or hereafter be
authorized to issue.
The corporation's capital stock may be issued and sold from time to
time for such consideration as may be fixed by the Board of Directors, provided
that the consideration so fixed is not less than par value.
The stockholders shall not possess cumulative voting rights at all
shareholders meetings called for the purpose of electing a Board of Directors.
ARTICLE FIVE. [DIRECTORS]. The affairs of the corporation shall be
governed by a Board of Directors of no more than eight (8) nor less than one (1)
person. The names and addresses of the first Board of Director are:
NAME ADDRESS
- ---- -------
Edison Ho 39 - 717 18th Avenue
Vancouver, British Columbia
Canada V3N 1H2
ARTICLE SIX. [ASSESSMENT OF STOCK]. The capital stock of the
corporation, after the amount of the subscription price or par value has been
paid in, shall not be subject to pay debts of the corporation, and no paid up
stock and no stock issued as fully paid up shall ever be assessable or assessed.
ARTICLE SEVEN. [INCORPORATOR]. The name and address of the incorporator
of the corporation is as follows:
NAME ADDRESS
- ---- -------
Amanda Cardinalli 50 West Liberty Street, Suite 880
Reno, Nevada 89501
ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
43
<PAGE>
ARTICLE NINE. [BY-LAWS]. The initial By-laws of the corporation shall
be adopted by its Board of Directors. The power to alter, amend, or repeal the
By-laws, or to adopt new By-laws, shall be vested in the Board of Directors,
except as otherwise may be specifically provided in the By-laws.
ARTICLE TEN. [STOCKHOLDERS' MEETINGS]. Meeting of stockholders shall be
held at such place within or without the State of Nevada as may be provided by
the By-laws of the corporation. Special meetings of the stockholders may be
called by the President or any other executive officer of the corporation, the
Board of Directors, or any member thereof, or by the record holder or holders of
at least ten percent (10%) of all shares entitled to vote at the meeting. Any
action otherwise required to be taken at a meeting of the stockholders, except
election of directors, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by stockholders having at
least a majority of the voting power.
ARTICLE ELEVEN . [CONTRACTS OF CORPORATION]. No contract or other
transaction between the corporation and any other corporation, whether or not a
majority of the shares of the capital stock of such other corporation is owned
by this corporation, and no act of this corporation shall in any way be affected
or invalidated by the fact that any of the directors of this corporation are
pecuniarily or otherwise interested in, or are directors or officers of such
other corporation. Any director of this corporation, individually, or any firm
of which such director may be a member, may be a party to, or may be pecuniarily
or otherwise interested in any contract or transaction of the corporation;
provided, however, that the fact that he or such firm is so interested shall be
disclosed or shall have been known to the Board of Directors of this
corporation, or a majority thereof; and any director of this corporation who is
also a director or officer of such other corporation, or who is so interested,
may be counted in determining the existence of a quorum at any meeting of the
Board of Directors of this corporation that shall authorize such contract or
transaction, and may vote thereat to authorize such contract or transaction,
with like force and effect as if he were not such director or officer of such
other corporation or not so interested.
ARTICLE.TWELVE. [LIABILITY OF DIRECTORS AND OFFICERS]. No director or
officer shall have any personal liability to the corporation or its stockholders
for damages for breach of fiduciary duty as a director or officer, except that
this Article Twelve shall not eliminate or limit the liability of a director or
officer for (i) acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law, or (ii) the payment of dividends in violation of the
Nevada Revised Statutes.
44
<PAGE>
IN WITNESS WHEREOF, the undersigned incorporator has hereunto affixed
her signature at Reno, Nevada this 23rd day of November, 1998.
by /s/ "Amanda Cardinalli"
----------------------------
AMANDA CARDINALLI
STATE OF NEVADA }
: ss.
COUNTY OF WASHOE }
On the 23rd day of November, 1998, before me, the undersigned, a NOTARY
PUBLIC in and for the State of Nevada, personally appeared AMANDA CARDINALLI,
known to me to be the person described in and who executed the foregoing
instrument, and who acknowledged to me that she executed the same freely and
voluntarily for the uses and purposes therein mentioned.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year first above written.
by /s/ "Margaret Oliver"
----------------------------
NOTARY PUBLIC
Residing in Reno, Nevada
My Commission Expires:
October 10, 2002
45
<PAGE>
BY LAWS
EXHIBIT NO. 2 (B)
OF
VIS' OPPS MARKETING INC.
A Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. The registered office of this corporation shall be in the City of
Reno, 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 shall be held on the anniversary
date of incorporation each year if not a legal holiday and, 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.
46
<PAGE>
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 an officer of the 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 mail such notice of the
meeting to the transferee.
SECTION 5. Business transactions at any special meeting of stockholders shall be
limited to the purpose stated in the notice.
SECTION 6. The holders of a majority 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 thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcements at the
meeting, until a quorum shall be presented or represented. At such adjourned
meetings 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 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 statute 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 the stockholders to one vote for each share standing in his name
on 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.
47
<PAGE>
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 the powers
conferred by such written instruction upon all of the persons so designated
unless the instrument shall otherwise provide. No proxy or power of attorney to
vote shall be voted 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 at 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 authorized by the written consent of
stockholders holding at least a majority of the voting power, unless the
provisions of the statute or the Articles of Incorporation require a greater
proportion of voting power to authorize such action in which case such greater
proportion of written consents shall be required.
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ARTICLE 3
DIRECTORS
SECTION 1. The business of the corporation shall be managed by its 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 riot less than one and not more than eight. The number of Directors may from
time to time be increased or decreased to not less than one nor more than eight
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 filed 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 the
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 on the Board of Directors shall be deemed to
exist in case of death, resignation or removal of any Director, or if the
authorized 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 authorized 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 authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of office.
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ARTICLE 4
MEETING 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 meetings 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 as 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.
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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 postal service 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 or taxed, it shall be
so delivered or taxed at least twenty-four (24) hours prior to the time of the
holding of the meeting. Such mailing, telegraphing, delivery or taxing as above
provided shall be due, legal and personal notice of 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 transacted at a
meeting duly held after regular call and notice, if a quorum be present, and if,
either before or after such meeting, each of the Directors not present signs a
written waiver of notice, or a consent of 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. The majority of the authorized 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.
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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 authorize 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 therefore. Members of special or standing
committees may be allowed like reimbursement and compensation for attending
committee meetings.
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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. Notices to Directors may
also be given by fax and by telegram. Notice by mail, fax or telegram shall be
deemed to be given at the time when the same shall be mailed.
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 or 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 objection for want of notice is made at the time, and
if any meeting be irregular for want of notice or 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 statute, 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.
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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 offices.
SECTION 2. The Board of Directors at its 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.
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.
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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-PRESIDENTS shall act under the direction of the President
and in 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 and
the Board of Directors may from time to time prescribe.
12. SECTION The TREASURER shall act under the direction of the President.
Section 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 money 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
its 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.
If required by the Board of Directors, the Treasurer 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 13. The ASSISTANT TREASURERS in order of their seniority, unless
otherwise 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.
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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
authorized to issue more than one class of stock or more that 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 summarized 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 its employees or (b) by a Registrant other than the corporation
or its employees, the signatures of the officers of the corporation may be
facsimiles. In case any officer who has signed or whose facsimile signatures
have 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 authorizing such
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issue of a new certificate or certificates, the Board of Directors may, in its
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 duty 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 compiled with, to issue a new certificate to the person
entitled thereto, cancel the old certificate and record the transaction upon its
books.
SECTION 5. The Board of Directors may fix in advance a date not exceeding sixty
(60) days nor less than ten (I0) days preceding the date of any meeting of
stockholders, or the date of the payment of any dividend, or the date of 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 meeting, and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
give such consent, and in the 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 as 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
such record date fixed as aforesaid.
SECTION 6. The corporation shall be entitled to recognize the person registered
on its books as the owner of the share to be the exclusive owner for all
purposes including voting and dividends, and the corporation shall not be bound
to recognize any equitable or other claims to or interest in such shares 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.
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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 equalizing dividends or for
repairing and maintaining any property of the corporation, or for such other
purpose as the Directors shall think conducive to the interests 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 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.
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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
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 indemnified and held harmless to the fullest legally permissible under the
General Corporation Law of the State of Nevada from time to time 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. 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 its 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 form 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.
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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,
but the stockholders may from time to time specify particulars of the Bylaws
which shall not be amended by the Board of Directors.
APPROVED AND ADOPTED ON NOVEMBER 25,1998.
CERTIFICATE OF THE SECRETARY
I, Susan Pelland, hereby certify that I am the Secretary of VIS' OPP MARKETING
INC., and the foregoing Bylaws, consisting of 12 pages, constitute the code of
Bylaws of this company as duly adopted at a regular meeting of the Board of
Directors of the corporation held on November 25, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name on November 25, 1998.
/s/ "Susan Pelland"
- -------------------------
Susan Pelland - Secretary
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EXHIBIT 3(A)
NOT VALID UNLESS COUNTERSIGNED BY TRANSFER AGENT
INCORPORATED UNDER THE LAWS OF THE STATE OF NEVADA
SPECIMEN STOCK CERTIFICATES
NUMBER CUSIP NO. 92825Q 10 2
SHARES
VIS' OPPS
MARKETING, INC.
Authorized Common Stock: 200,000,000 Shares
Par Value: $0.001
THIS CERTIFIES THAT
IS THE RECORD HOLDER OF
-Shares of VIS' OPPS MARKETING INC, Common Stock -
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This Certificate
is not valid until countersigned by the Transfer Agent and registered by the
Registrant. .
Witness the facsimile seal of the Corporation and the facsimile of its
duly authorized officers.
Dated:
/s/ "Susan Pelland" /s/ "Edison Ho"
- ---------------------------- --------------------------------
Secretary President
SEAL
Not valid unless countersigned by transfer agent
Countersigned Registered:
NEVADA AGENCY AND TRUST COMPANY
50 WEST LIBERTY STREET, SUITE 880
RENO, NEVADA, 89501
By
-------------------------------------
Authorized Signature
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EXHIBIT 6(a)(i)
TRANSFER AGENT AND REGISITRAR AGREEMENT
THIS AGREEMENT made and entered into this 1st day of February 1999, by
and between:
NEVADA AGENCY AND TRUST COMPANY, 50 West Liberty Street, Suite 880, Reno, Nevada
89501, hereinafter called "Transfer Agent," and
VIS' OPPS MARKETING INC., 320-1100 Melville Street, Vancouver, B.C. V6E 4A6, a
Nevada corporation, hereinafter called "COMPANY."
NOW THEREFORE, for valuable consideration and the mutual promises
herein contained, the parties hereto agree as follows, to wit:
1. [APPOINTMENT OF TRANSFER AGENT] The COMPANY hereby appoints TRANSFER
AGENT as the Transfer Agent and Registrant for the COMPANY'S Common Stock,
commencing on this 1st day of February 1999.
2. [COMPANY'S DUTY] The COMPANY agrees to deliver to TRANSFER AGENT a
complete up-to-date stockholder list showing the name of the individual
stockholder, current address, the number of shares and the certificate numbers,
it being specifically understood and agreed that the TRANSFER AGENT is not to be
held responsible for any omissions or error, that may leave occurred prior to
this Agreement whether on the part of the COMPANY itself or its previous
transfer agent or agents. The COMPANY hereby agrees to indemnify TRANSFER AGENT
in this regard.
3. [STOCK CERTIFICATES] The COMPANY agrees to provide an adequate
number of stock certificates to handle the COMPANY'S transfers on a current
basis. Upon receipt of TRANSFER AGENT'S request, the COMPANY agrees to furnish
additional stock certificates as TRANSFER AGENT deems necessary considering the
volume of transfers. The stork certificates
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shall be supplied at COMPANY'S cost.
The TRANSFER AGENT agrees to order stock certificates from its printer upon
request of the COMPANY.
4. [TRANSFER AGENT DUTIES] TRANSFER AGENT agrees to handle the
Company's transfers, record the same, and maintain a ledger, together with a
file containing all correspondence relating to said transfers, which records
shall be kept confidential and be available to the Company and its Board of
Directors, or to any person specifically authorized by the Board of Directors to
review the records which shall be made available by Transfer Agent during the
regular business hours.
5. [TRANSFER AGENT REGISTRATION] TRANSFER AGENT warrants that it is
registered as a Transfer Agent with the United Stakes Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended.
6. [STOCKHOLIDER LIST] From time to time, as necessary for Company
stockholders meeting or mailings, the TRANSFER AGENT will certify and make
available to the current, active stockholders list for COMPANY purposes. it is
agreed that a reasonable charge for supplying such list will be made by TRANSFER
AGENT to the COMPANY. It is further agreed that in the event the TRANSFER AGENT
received a request or a demand from a stockholder or the attorney of agent for a
stockholder, for a list of stockholders, the TRANSFER AGENT will serve notice of
such request by certified mail to the COMPANY. The COMPANY will have forty-eight
(48) hours to respond in writing to the TRANSFER AGENT. If the COMPANY orders
the TRANSFER AGENT to withhold delivery of a list of stockholders as requested,
the TRANSFER AGENT agrees to follow the orders of the COMPANY. The COMPANY will
then follow the procedure set forth in the Uniform Commercial Code to restrain
the TRANSFER AGENT from making delivery of a stockholders list.
7. [TRANSFER FEE] Transfer Agent agrees to assess and collect from the
person requesting a transfer and/or the transferor, a fee of Fifteen and No/100
dollars ($15.00) for each stock certificate issued, except original issues of
stock or warrant certificates, which fees shall be paid by the Company. This fee
may be decreased or increased at any time by the Transfer Agent. This fee shall
be the property of the Transfer Agent.
8. [ANNUAL FEE] The Company agaves to pay the Transfer Agent an annual
fee of TWELVE HUNDRED DOLLARS ($1,200.00) each year. This fee reimburses the
Transfer Agent for the expense and time required to respond to the written and
oral inquiries from brokers and the investing public, as well as maintaining the
transfer books and records of the corporation. The annual fee will be due on 1st
of January of each year and is subject to annual review.
9.[TERMINATION] This Agreement may be terminated by either party given
written notice of such termination to the other party at least ninety (90) days
before the
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effective date. The TRANSFER AGENT shall return all of the transfer records to
the COMPANY and its duties and obligations as TRANSFER AGENT shall cease at that
time. The TRANSFER AGENT will be paid a Termination Fee of $1.00 per registered
stockholder of the Company at the time the written termination notice is served.
I0. [COMPANY STA'I'US] The COMPANY will promptly advise the TRANSFER
AGENT of any changes or amendments to the Articles of Incorporation, any
significant changes in corporate status, changes in officers, etc., and of all
changes in filing status
with the Securities and Exchange Commission, or any state entity, and to hold
the, TRANSFER AGENT harmless from its failure to do so.
II- [INDEMNIFICATION OF TRANSFER AGENT] The COMPANY agrees to indemnify
and hold harmless the TRANSFER AGENT, from any and all loss, liability of
damage, including reasonable attorneys' fees and expenses, arising out of, or
resulting from the assertion against the TRANSFER AGENT of any claims, debts or
obligations in connection with any of the TRANSFER AGENT'S duties as set forth
in the Agreement, and specifically it is understood that the TRANSFER AGENT
shall have the right to apply to independent counsel at the COMPANY'S expense in
following the COMPANY'S directions and orders.
12. [COUNTERPARTS] This Agreement may be executed in any number of
counterparts, each of which, when executed and delivered, shall be an original,
but all such counterparts shall constitute one and the same instrument.
13. [NOTICE] Any notice under this Agreement shall be deemed to have
been sufficiently given if sent by registered or certified mail,
postage prepaid, addressed as follows:
To the Company:
Edison Ho
VIS' OPPS MARKETING INC.
320 - 1100 Melville Street
Vancouver, B.C. V6E 4A6
TO THE TRANSFER AGENT:
NEVADA AGENCY AND TRUST COMPANY
50 West Liberty Street, Suite 880 Reno,
Nevada 89501
14. [MERGER CLAUSE] This Agreement supersedes all prior agreements and
understandings between the parties and may not be changed or terminated orally,
and no
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attempted change, termination or waiver of any of the provisions hereof shall
binding unless in writing and signed by the parties hereto.
15. [GOVERNING LAW] This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
THIS AGREEMENT has been executed by the parties hereto as of the day
and year 1st above written, by the duly authorized officer or officers of said
parties, and the same will be binding upon the assigns and successors in
interest of the parties hereto.
NEVADA AGENCY AND TRUST COMPANY
TRANSFER AGENT
BY /S/ "AMANDA CARDINALLI"
--------------------------------------
AMANDA CARDINALLI, VICE PRESIDENT
VIS' OPPS MARKETING INC.
BY /S/ "EDISON HO"
--------------------------------------
EDISON HO, PRESIDENT
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SALES MANAGER'S AGREEMENT
EXHIBIT 6 (a) (ii)
THIS AGREEMENT dated for reference the 1st day of June, 1999.
BETWEEN:
YIU LAM KO, an individual whose residence is located at 203 - 8020 Ryan
Road, Richmond, British Columbia, Canada, V7A 2E4; (hereinafter
referred to as "Ko")
OF THE FIRST PART
AND:
VIS' OPPS MARKETING INC., a company duly incorporated under the laws of
the State of Nevada with offices its located at 39-7179 18th Avenue,
Burnaby, British Columbia, Canada, V3N 1H2;
(hereinafter referred to as "Vis' Opps")
OF THE SECOND PART
WHEREAS:
A Ko is desirous to accept a position as Sales Manager for Vis' Opps
under the terms and conditions put forth in this Sales Manager's
Agreement (the "Agreement");
B. Vis' Opps is seeking the services of Sales Manager who will oversee the
sales responsibilities of Vis' Opps as set forth in this Agreement;
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
by the Vis' Opps to Ko (the receipt of which is hereby acknowledged), the
parties thereto agree as follows:
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1. DEFINITIONS AND INTERPRETATION
1.1 Definitions. In this Agreement, including the recitals hereto, the
following terms have the meanings set out after each:
a. "Agreement" means this Sales Manager's Agreement;
b. "Business Day" means a day other than a Saturday, Sunday,
statutory holiday or day that is declared by any
governmental authority to be a civic holiday in the
jurisdiction in which an event contemplated hereby is to
take place;
c. "Vis' Opps" means Vis' Opps Marketing Inc.;
Any other terms defined within the text of this Agreement shall have the
meanings so ascribed to them.
1.2 Headings and Paragraphs. The headings to, and the division of this
Agreement into, Articles and paragraphs, are for conveniences of
reference only and shall not in any way affect or be used in
interpreting any of the provisions of this Agreement.
1.3 Gender and Number. The provisions of this Agreement shall be read with
all changes in gender and number as may be required by the context.
1.4 Currency and Method of Payment. All monetary amounts specified in this
Agreement are in reference to lawful currency of Canada. Payment for
services will be paid by Vis' Opps' cheque drawn on the Bank of
Montreal in either Canadian or US dollars; the latter at the rate
prevailing at the date of the transaction.
1.5 Severance. If any provision of this Agreement is determined to be
illegal or unenforceable, such provision shall be ineffective to the
extent of such illegality or unenforceability, but shall not invalidate
or affect the validity or enforceability of the remaining provisions of
this Agreement.
1.6 Governing Laws. This Agreement shall be governed by and construed in
accordance with the laws of the Province of British Columbia and the
federal laws of Canada applicable therein, and the parties agree to
submit to the jurisdiction of the courts of British Columbia, with
respect to any legal proceedings arising herefrom.
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2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF KO AND VIS' OPPS
2.1 Representations of Ko. Ko covenants, representations and warrants to
Vis' Opps (and acknowledges that Vis' Opps is relying upon such
covenants, representations and warranties in entering into this
Agreement and completing the transaction contemplated hereby) that:
(a) he is an individual residing in the Province of British Columbia;
(b) he is over the age of eighteen (18) years of age and therefore has
the pull power and authority to carry on business and to enter
into this Agreement and any agreement or instruments referred to
or contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement nor any
agreements referred to herein or contemplated hereby, nor
consummation of the transaction hereby contemplated conflict with,
result in the breach of or accelerate the performance required by,
any agreement to which he is a party; and
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(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of
the laws of any jurisdiction applicable or pertaining thereto or
of his constating documents.
2.2 Representations of Vis' Opps. Vis' Opps covenants, represents and
warrants to the Ko, (and acknowledges that Ko is relying upon such
covenants, representations and warranties in entering into this
Agreement and completing the transaction contemplated hereby) that:
(a) Vis' Opps is duly incorporated and is a valid and subsisting
corporation under the laws of the State of Nevada, is not a public
company and is in good standing with all appropriate governmental
offices of the State of Nevada and in every other jurisdiction in
which it carries on business;
(b) It has full power and authority to carry on its business and to
enter into this Agreement and any agreement or instrument referred
to or contemplated by this Agreement;
(c) Neither the execution and delivery of this Agreement nor any of
the agreements referred to herein or contemplated hereby, nor the
consummation of the transactions hereby contemplated conflict
with, result the breach of or accelerate the performance required
by, any agreement to which it is a party;
(d) There are no actions, suits, claims or proceedings, whether or not
purportedly on behalf of Vis' Opps, pending or in existence or
threatened against or affecting Vis' Opps at law or in equity or
before or by any federal, provincial, state, municipal or other
governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, and there is not now
outstanding any order, writ, injunction or judgment of any court,
administrative agency or governmental body or arbitration tribunal
issued and directed against Vis' Opps or any of its properties,
assets, businesses or prospects;
(e) Vis' Opps is not in material breach of any laws, ordinances,
statutes, regulations, bylaws, orders or decrees to which it is
subject or which apply to it;
(f) The performance of this Agreement will not be in violation of the
articles, bylaws or other constating documents of Vis' Opps or of
any agreement to which Vis' Opps is a party and will not give any
person, firm or corporation any right to terminate or cancel any
agreement or any right enjoyed by Vis' Opps nor result in the
creation or imposition of any lien, encumbrance or restriction of
any nature whatsoever in favor of any third party upon or against
the assets of Vis' Opps;
2.3 Survival. The covenants, representations and warranties of Ko and Vis'
Opps contained in Paragraphs 1.1 and 2.2 shall be true and correct at
and as of the time of signing of this Agreement as though such
representations and warranties were made at and as of such time.
2.4 Indemnity. Ko hereby individually covenants and agrees to defend at his
expense any claim arising from any of his covenant, representation and
warranty set forth in this Agreement being incorrect or breached and to
indemnify and hold harmless Vis' Opps from and against any loss,
claims, actions, liability, damages and costs, including any payment
made in good faith in settlement of any valid claim arising from any of
the covenant, representation and warranty of Ko set forth in this
Agreement being incorrect or breached.
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3. TERMS AND CONDITIONS OF PURCHASE
3.1 The terms and conditions of this Agreement are as follows:
(a) Ko will be sales manager for Vis' Opps where his duties will be as
follows:
(i) to report directly to the President of Vis' Opps on a monthly
basis as to the status of advertising and other matters
important to the directors;
(ii) to be responsible for the hiring and training of the sales
representatives who will sell the Vis' Opps advertising
concept to potential advertisers;
(iii) to investigate and secure locations for the Vis' Opps
dispensary boards;
(iv) to monitor and ensure at all times that the dispensary boxes
have sufficient coupons contained therein to meet the demand
of the public;
(v) to work a minimum of twenty (20) hours a week on the affairs
to Vis' Opps;
(vi) to work at all times in the best interest of Vis' Opps and
report to the President of Vis' Opps any problems, conflicts
of interest or any situation which he feels would normally
want to be known by the directors;
(vii) to act in a proper and professional manner with the
advertisers of Vis' Opps, the public in general, sales
representatives and whoever he comes into daily contact while
undertaking his duties as sales manager for Vis' Opps;
(viii) to undertake whatever duties are required of him by the Board
of Directors; and
(b) Compensation to Ko will be at the rate of three thousand dollars
($3,000) per month which will be paid by Vis' Opps within ten (10)
working days of the month end. Vis' Opps reserves the right to pay said
compensation in either Canadian or US funds. It will be the
responsibility of Ko to assume all responsibilities for paying normal
payroll deductions such as Canada Pension, Worker Compensation and
Unemployment Insurance Premiums and to save harmless Vis' Opps from
such payments by having them paid within ten (10) working days of the
previous month; and
(c) Ko and Vis' Opps hereby agree that this Agreement will be for an
initial three month period wherein each party can assess the merits of
the other. During this period of time Vis' Opps will compensate Ko at
the dollar amount noted in 3.01(b) above. If at the end of three
months, being August 31, 1999, no written confirmation has been
received from either party that they wish to terminate this Agreement,
this Agreement will be in force for a period of one (1) year from the
date first written. During the period this Agreement is in force either
party can terminate the Agreement by giving written notice thirty (30)
days in advance of wanting the Agreement to terminate.
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4. GENERAL PROVISIONS
4.1 Further Assurances. The parties shall deliver to each other such
further documentation and shall perform such further acts as and when
the same may be required to carry out and give effect to the terms and
intent of this Agreement.
4.2 Communications and Notices. All notices and other communications given
in connection with this Agreement shall be in writing and shall, except
in the event of a mail strike, during which time all notices must be
personally delivered, be sufficiently given if delivered in person or
telefaxed or sent by registered mail, postage prepaid, to the parties
at the addresses first noted in this Agreement.
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Any such notices or other communications sent by registered mail
addressed as aforesaid shall be deemed to be received by the addressee
thereof on the fifth business day after the mailing thereof. Any such
notices personally delivered or telefaxed shall be deemed delivered on
the day of delivery. Any party hereto may change its address for
service by notice in writing to the other parties hereto.
4.3 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.
4.4 Waiver and Amendment. This Agreement may only be amended by further
written agreement executed and delivered by the parties. No waiver or
consent by a party of or to any breach or default by any other party
shall be effective unless evidenced in writing, executed and delivered
by the party so waiving or consenting and no waiver or consent
effectively given as aforesaid shall operate as a waiver of or consent
to any further or other breach or default in relation to the same or
any other provision of this Agreement.
4.5 Entirety of Agreement. This Agreement contains the entire agreement
among the parties pertaining to the subject matter hereof, and
supersedes and replaces all previous written and oral agreements among
the parties with respect to the subject matter hereof.
4.6 Successors and Assigns. This Agreement shall enure to the benefit of
and be binding upon the parties hereto and their respective heirs,
successors, personal representatives and assigns.
4.8 Independent Legal Advice. Ko and Vis' Opps acknowledges that they have
been given the opportunity to obtain independent legal and income tax
advice with respect to the subject matter of this Agreement and they
have either declined that opportunity or have relied on the advice of
their accountant and/or counsel and have entered into this Agreement.
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IN WITNESS WHEREOF the parties hereto have duly executed this Agreement as of
the day and year first above written.
SIGNED and DELIVERED BY )
YIU LAM KO in the )
presence of: )
)
"Philip Yee" ) " Yiu Lam Ko"
- --------------------------------------- ) ------------------------
Name ) YIU LAM KO
2668 Dundas Street )
- --------------------------------------- )
Address )
Vancouver, British Columbia )
- --------------------------------------- )
)
Certified Public Accountant )
- --------------------------------------- )
Occupation )
THE CORPORATE SEAL OF )
VIS' OPPS MARKETING INC. )
was hereunto affixed in the )
presence of: ) C/S
)
"Edison Ho" )
- --------------------------------------- )
Authorized Signatory )
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EXHIBIT 6 (a) (iii)
AGREEMENT TO ACT AS SALES REPRESENTATIVE
THIS AGREEMENT is made and executed the 1st day of June, 1999.
BETWEEN:
VIS' OPPS MARKETING INC., a body corporate duly incorporated under the
laws of the State of Nevada and having its office at 39-7179 18th
Avenue, Burnaby, British Columbia, Canada, V3N 1H2
("Vis' Opps")
AND:
YEN KWAN POON
1128 Odlum Drive
Vancouver, British Columbia, V5L 3L7
(the "Sales Representative")
WHEREAS:
A. Vis' Opps is in the business of selling dispensary board advertising
and wishes to engage the services of the Sales Representative to
perform this service on its behalf;
B The Sales Representative is an individual with experience in sales and
marketing and is desirous to enter into the Agreement under the terms
and conditions described below. .
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual
covenants and agreements herein contained and the sum of One Dollar ($1.00) paid
by Vis' Opps to the Sales Representative (the receipt of which is hereby
acknowledged), the parties thereto agree as follows:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS
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1.01 Vis' Opps represents and warrants to the Sales Representative that:
(a) it is a company duly incorporated, organized and validly subsisting
under the laws of its incorporating jurisdiction;
(b) it has the power and authority to carry on its business and to enter
into this Agreement and any agreement or instrument referred to or
contemplated by this Agreement;
(c) neither the execution and delivery of this Agreement referred to herein
or contemplated hereby, nor the consummation of the transactions hereby
contemplated conflict with, will result in the breach of or accelerate
the performance required by, any agreement to which it is a party; and
(d) the execution and delivery of this Agreement and the agreements
contemplated hereby will not violate or result in the breach of the
laws of any jurisdiction applicable or pertaining thereto or of its
constating documents.
1.02 The Sales Representative represents and warrants to Vis' Opps that:
(a) he is above the age of eighteen (18) year old;
(b) he is capable of managing his own affairs;
(c) he declares he has no conflict of interest regarding the affairs to
Vis' Opps; and
(d) neither the execution and delivery of this Agreement referred to herein
or contemplated hereby, nor the consummation of the transactions hereby
contemplated conflict with, will result in the breach of or accelerate
the performance required by, any agreement to which he is a party.
1.03 The representations, warranties and covenants hereinbefore set out are
conditions on which the parties have relied in entering into this Agreement and
shall survive any interest in this Agreement and any loss, damage, cause of
action and suit arising out of or in connection with any breach of any
representation, warranty, covenant, agreement or condition made by them and
contained in this Agreement.
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2. SERVICES EXPECTED TO BE RENDERED AND COMPENSATION THEREFORE
2.01 Vis' Opps hereby agrees to give to the Sales Representative for his
services as a sales representative for Vis' Opps following considerations:
(a) To commence work as of the above noted date of this Agreement;
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(b) To be paid a twenty percent (20%) commission on each and every advertising
sale made and renewals thereof. The determination of the twenty percent (20%)
commission is based on the gross proceeds from the individual rental charge of a
dispensary box on the dispensary board. In the event an advertiser wishes more
that one dispensary box, either on the same dispensary board or at another
location, the commission will be based on each dispensary box rented during a
three month period and on subsequent renewals thereof.
(c) To be advanced each month the sum of one thousand five hundred dollars
($1,500) as a draw against commissions. These advances will be offset against
commissions until such time as the commissions exceed the amount advanced in the
previous month;
(d) To work a minimum of twenty (20) hours per week on the selling of
advertising for Vis' Opps;
(e) To be responsible for the remittance of his own Canada Pension Plan
contributions, Unemployment Insurance Premiums (if applicable), Worker
Compensation and withholding taxes for income tax purposes;
(f) To report directly to the Sales Manager and to follow his instructions to
the best of his ability; and
(g) At all times to maintain a professional appearance and work in the best
interest of Vis' Opps;.
3. TERMINATION OF AGREEMENT
3.01 The services of the Sales Representative under this Agreement shall be
terminated forthwith upon any one or more of the following events:
(a) the death of the Sales Representative;
(b) the unreasonable refusal by the Sales Representative to render services
as required under this Agreement;
(c) at the election of the Sales Representative, upon giving not less than
thirty (30) days' written notice to Vis' Opps his intention to
terminate this Agreement;
(d) at the mutual agreement between Vis' Opps and the Sales Representative;
or
(e) at the sole election of Vis' Opps with either thirty (30) days written
notice or a payment of one thousand five hundred dollars ($1,500) to
the Sales Representative for immediate dismissal.
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4. FORCE MAJEURE
4.01 No party will be liable for its failure to perform any of its obligations
under this Agreement due to a cause beyond its reasonable control (except those
caused by its own lack of funds) including, but not limited to acts of God,
fire, storm, flood, explosions, strikes, lockouts or other industrial
disturbances, act of the public enemy, riots, laws, rules and regulations or
orders of any duly constituted governmental authority, including environmental
protection agencies, or nonavailability of materials or transportation (each an
"Intervening Event").
4.02 All time limits imposed by this Agreement will be extended by a period of
equivalent to the period of delay resulting from an Intervening Event described
in paragraph 4.01 hereof.
4.03 A party relying on the provisions of paragraph 4.01 hereof will take all
reasonable steps to eliminate any Intervening Event and, if possible, will
perform its obligations under this Agreement as far as practical, but nothing
herein will require such party to settle or adjust any labor dispute or to
question or to test the validity of any law, rule, regulation or order of any
duly constituted governmental authority or to complete its obligations under
this Agreement if an Intervening Event renders completion impossible.
5. NOTICE
5.01 Any notice, direction, cheque or other instructions required or permitted
to be given under this Agreement shall be in writing and may be given by the
delivery of the same or by mailing the same by prepaid registered or certified
mail or by sending the same by telegram, telex, telecommunication or other
similar forms of communication including facsimile, in each case addressed to
the intended recipient at the address of the respective party set out on the
front page hereof.
5.02 Any notice, direction, cheque or other instrument aforesaid will, if
delivered, be deemed to have been given and received on the day it was
delivered, and if mailed, be deemed to have been given and received on the third
business day following the day of mailing, except in the event of a disruption
of the postal service in which event notice will be deemed to be received only
when actually received and, if sent by telegram, telex, fax machine,
telecommunication or other similar form of communication, be deemed to have been
given or received on the day it was so sent.
5.03 Any party may at any time give to the other notice in writing of any
changes or address of the party giving such notice and from and after the giving
of such notice the address or addresses therein specified will be deemed to be
the address of such party for the purposes of giving notice hereunder.
6. WAIVER
6.01 If any provision of this Agreement shall fail to be strictly enforced or
any party shall consent to any actions by any other party or shall waive any
provision as set out herein such action by such party shall not be construed as
a waiver thereof other than at the specific time that such waiver or failure to
enforce takes place and shall at no time be construed as a consent, waiver or
excuse for any failure to perform and act in accordance with this Agreement at
any past or future occasions.
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7. FURTHER ASSURANCES
7.01 Each of the parties hereto shall from time to time and at all times do all
such further acts and execute and deliver all further deeds and documents as
shall be reasonably required in order to fully perform and carry out the terms
of this Agreement. For greater certainty this section shall not be construed as
imposing any obligation on any party to provide guarantees.
8. ENTIRE AGREEMENT
8.01 This Agreement embodies the entire agreement and understanding between Vis'
Opps and the Sales Representative and supersedes all prior agreements and
undertakings, whether oral or written, relative to the subject matter hereof.
9. AMENDMENT
9.01 This Agreement may be changed orally but only by an agreement in writing by
the party or parties against which enforcement, waiver, change, modification or
discharge is sought.
10. ARBITRATION
10.01 If any question, differences or disputes shall arise between the parties
in respect of any matters arising under this Agreement or in relation to the
construction hereof the same shall be determined by the award of three
arbitrators to be named as follows:
(a) the party sharing one side of the dispute shall name an arbitrator and
give notice thereof to the pay sharing the other side of the dispute;
(b) the party sharing the other side of the dispute shall, within 14 days
of receipt of the notice, name an arbitrator; and
(c) the two arbitrators so named shall, within 15 days of the naming of the
latter of them, select a third arbitrator.
The decision of the majority of these arbitrators shall be made within 30 days
after the selection of the latter of them. The expense of the arbitration shall
be borne equally by Vis' Opps and the Sales Representative. If the parties on
either side of the dispute fail to name an arbitrator within the time limit or
proceed with the arbitration, the arbitrator named may decide the question. The
arbitration shall be conducted in accordance with the provisions of the
Commercial Arbitrations Act of the Province of British Columbia as amended, and
the decision of the arbitrator or the majority of the arbitrators, as the case
may be, shall be conclusive and binding upon all parties. The rules and
procedures for the arbitration shall be procedures established in the B.C.
Arbitrators Institute and the appoint authority, if the two arbitrators
appointed under paragraph 10.01(a) and (b) cannot agree on the third arbitrator,
shall be the B.C. Arbitrators Institute. The place of arbitration shall be
Vancouver, British Columbia, Canada.
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11. RULES AGAINST PERPETUITIES
11.01 If any right, power or interest of either Vis' Opps or the Sales
Representative under this Agreement would violate the Rule against perpetuities,
then such right, power and interest shall terminate at the expiration of 20
years after the death of the last survivor of all the lineal descendants of his
late Majesty, King George V of England, living on the date of execution of this
Agreement.
12. ENUREMENT
12.01 This Agreement shall enure to the benefit and be binding upon the parties
hereto and their respective successors and permitted assigns.
13. GOVERNING LAW
13.01 This Agreement shall be governed by and interpreted in accordance with the
laws of the Province of British Columbia.
14. SEVERABILITY
14.01 If any one or more of the provisions contained herein shall be invalid,
illegal or unenforceable in any respect in any jurisdiction, the validity,
legality and enforceability of such provision shall not in any way be affected
or impaired thereby in any other jurisdiction and the validity, legality and
enforceability of the remaining provisions contained herein shall not in any way
be affected or impaired thereby.
15. NUMBER AND GENDER
15.01 Words used herein importing the singular number only shall include the
plural, and vice versa, and words importing the masculine gender shall include
the feminine and neuter genders, and vice versa, and words importing persons
shall include firms and corporations.
16. HEADINGS
16.01 The division of this Agreement into articles and sections and the
insertion of headings are for convenience of reference only and shall not affect
the construction or interpretation of this Agreement.
17. TIME OF THE ESSENCE
17.01 Time shall be of the essence in the performance of this Agreement.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day, month and year first above written.
THE CORPORATE SEAL OF ]
VIS' OPPS MARKETING INC. ]
Was hereunto affixed in the presence of: ]
]
/s/ "Edison Ho" ]
- -------------------------------- ]
(Authorized Signatory) ]
SIGNED and DELIVERED BY ]
YEN KWAN POON in the ]
Presence of: ]
]
/s/ "Yiu Lam Ko" ] /s/ "Yen Kwan Poon
- -------------------------------- ] ------------------------
(Name) ] (Signature)
]
]
203 - 8020 Ryan Road ]
- ------------------------------- ]
(Address) ]
]
]
Richmond, B.C., Canada, V7A 2E4 ]
- -------------------------------
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ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Salt Lake City, Utah, 84106
Business Consultants Board
Member SEC Practice Section of the AICPA Telephone 801-486-0096
Fax 801-486-0098
E-mail Kandersen @ msn.com
EXHIBIT 10 (i)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
VIS' OPPS MARKETING INC.
We hereby consent to the use of our report dated April 7, 1999, in the
registration statement of Vis' Opps Marketing Inc. filed in Form 10-SB in
accordance with Section 12 of the Securities Exchange Act of 1934.
/s/ L. REX ANDERSEN
Andersen Andersen & Strong, L.L.C.
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Salt Lake City, Utah
April 7, 1999
A member of ACF International with affiliated offices worldwide
84
