UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS UNDER SECTION 12(B)
OR 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
------------------------------ -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Suite 39 - 717 18th Avenue
Vancouver, B. C., Canada V3N 1H2 V3N 1H2
- ---------------------------------------- ----------
(Address of Principal Executive Officer) (Zip Code)
(604) 688-3931
---------------------------
(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
----------------------------------------
(TITLE OF CLASS)
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TABLE OF CONTENTS
ITEM PAGE
PART 1
Item 1 Description of Business 3
Item 2 Management's Discussion and Analysis or Plan
of Operation 13
Item 3 Description of the Registrant's Advertising Concept 14
Item 4 Security Ownership of Certain Beneficial
Ownership and Management 14
Item 5 Directors, Executive Officers, Promoters and
Control Persons 16
Item 6 Executive Compensation 17
Item 7 Certain Relationships and Related Transactions 18
Item 8 Description of Securities 18
PART 11
Item 1 Market Price of and Dividends on the Registrant's
Common Equity and Other Stockholders Matters 20
Item 2 Legal Proceedings 21
Item 3 Disagreement With Accountants and Financial Disclosure 21
Item 4 Recent Sales of Unregistered Securities 21
Item 5 Indemnification of Directors and Officers 22
PART F/S
Financial Statements 23
PART 111
Item 1 Index to Exhibits 32
Item 2 Description of Exhibits 32
-------------------
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 - 717 18th Avenue,
Vancouver, British Columbia, Canada, V3N 1H2.
The Registrant is in the development stage and is seeking a quotation on
the NASD OTC Bulletin Board. To date it has not made an application to file the
required forms with the NASD but upon confirmation that it is a registered
company 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.
PLANNED BUSINESS
Much of the discussion in this section is "forward looking" as that term is
contemplated by Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934,
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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, and the Registrant
assumes no obligation to update any such forward-looking statements. 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.
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 the 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 two 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 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
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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.
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 CDN$300 for a three month
period. This is considerably less than it would cost to advertise in a major
newspaper or even a local community newspaper for the same period of time. In
fact, the majority of small business or self-employed individuals could not
afford to advertise for this length of time in the majority of other advertising
media.
ii. Mail Circulation - the cost of mail circulation is often prohibitive to
smaller businesses. 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
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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,
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 and each
dollar spent must produce results.
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
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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.
c. Advertising Market
Point of Purchase ("POP") advertising is the fastest growing segment of the
advertising industry. While the United States' and Canada's advertising industry
is experiencing only minimal growth, Point of Purchase advertising has been
expanding at approximately 14% annually since 1985, resulting in record sales of
$15,700,000,000 in 1992 and over $17,000,000,000 in 1997.
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 eventually enter the establishment in question. The Point
Of Purchase Advertising Institute, Inc. ("POPAI"), the industry's leader, based
in Englewood, New Jersey, 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. Other marketing
professionals 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.
d. Phases of Development
The Registrant will have three phases of development for its concept:
1. Phase One
At this Phase the Registrant will design, develop and test the dispensary
board system by building a prototype. In addition, the Registrant will test
the advertiser community to determine the response to its system of
advertising and communicate with the consuming public to determine what
their needs are. All advertising agreements, information letters and other
correspondence to the advertisers will be prepared at this stage.
The cost of this Phase of development is estimated to be approximately
$10,000. The majority of the requirements at this stage have virtually been
completed.
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2. Phase Two
The final design of the dispensary board will be done and the molds for the
dispensary boxes affixed to the dispensary board will be commissioned.
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.
<TABLE>
<CAPTION>
ESTIMATED
PROCEDURES COST
---------- ---------
<S> <C>
Development of the molds for the dispensary boxes affixed to the
dispensary board $ 14,000
Design and development of a wooden dispensary boards - 10 only 5,000
Rental of ten board locations (i) 15,000
Printing of advertiser's coupons - 220 separate plasticized coupons at
$50 per set - a set containing 1000 such coupons 11,000
Employ three full time sales people for the first three months of
operations at the rate of $1,500 per month as a draw against
commissions (ii) 13,500
Full time secretary - $2,000 per month for three months 6,000
Management's remuneration - $2,500 for each of three months 7,500
Miscellaneous - office supplies, stationery, etc. 5,000
-----------
Estimated Cost of Phase 2 $ 77,000
===========
</TABLE>
(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 $500 per
month per location.
(ii) Sales agents will be paid $1,500 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 $300. 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.
<TABLE>
<CAPTION>
PROCEDURES ESTIMATED
COST
---------- ---------
<S> <C>
Manufacturing of an estimated 50 dispensary board at a cost of $500 each $ 25,000
Cost of dispensary boxes estimate to be 22 per dispensary board time 50 to
equal 1,100 at a cost of $2.20 per box 2,240
Pedestal stands required for some locations - being 10 at a cost of $100 per
pedestal stand (i) 1,000
Advertising in local newspapers and magazines (ii) 10,000
Miscellaneous expenses 10,000
---------
Total estimated funds required for Phase 3 $ 48,240
=========
</TABLE>
(i) Pedestal stands are metal in structure with a dispensary board placed on
the metal pipe rising from the pedestal base.
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(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 an 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.
e. 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.
f. Projected cash flow
The Registrant projects that during the four quarters then ended that the
following anticipated revenues and expenses will occur:
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
Quarter Quarter Quarter Quarter TOTAL
------- ------- ------- ------- -----
<S> <C> <C> <C> <C> <C>
Revenue $ 66,000 $ 191,400 $ 409,200 $ 607,200 $1,273,800
Cost of Sales 58,940 84,720 143,280 197,880 484,820
---------- ---------- ---------- ---------- ----------
Gross Profit 7,060 106,680 265,920 409,320 788,980
General and
Administration 47,050 67,600 90,650 117,600 322,900
---------- ---------- ---------- ---------- ----------
Cash Flow $ (39,990) $ 39,080 $ 175,270 $ 291,720 $ 466,080
========== ========== ========== ========== ==========
</TABLE>
For a more detailed analysis of the projected cash flow for the four
quarters then ended refer to the attached Business Plan - refer to Exhibit
99(a).
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g. 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 future there may
be opportunities made available to the Registrant which would enhance it and
prove financial rewarding. Such opportunities as these will be reviewed at the
time they are presented to the Registrant.
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At the present time the Registrant has no knowledge or has been contract
with regards to any other business opportunities.
EMPLOYEES
As at March 31, 1999, the Registrant did not have any employees either part
time or full time.
The Registrant is not a party to any employment contracts or 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.
YEAR 2000 COMPUTER PROBLEMS
The Registrant is engaged in and dependents on computer technology in its
business operations. Many existing computer programs use only two digits to
identify a year in the date field; i.e., "98" instead of "1998". These programs
were designed and developed without considering the impact of the upcoming
change in the century, i.e., Year 2000. The Registrant uses computer software
programs and systems that are essential to its business operations. If not
corrected, many computer applications could fail or create erroneous results by
or at the Year 2000. The Registrant has:
(i) diagnosed and repaired the existing and known Year 2000 problems in
its computer software and systems;
(ii) reviewed the possible contingent liabilities the Registrant may have
to third parties as a result of non-compliant systems; and
(iii)has examined the extent the Registrant depends on third parties whose
systems may not be Year 2000 compliant.
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However, there may be untold numbers of unforeseen circumstances or unknown
factors which the Registrant has not yet identified, determined or anticipated
regarding the Year 2000 computer problems, and such problems could have a
material adverse affect on the Registrant's business operations and financial
condition. Consequently, the Registrant can give no assurance that the Year 2000
compliance can be fully achieved without costs and uncertainties that may
seriously and substantially adversely affect the Registrant's operations and
financial results.
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OR PLAN OF OPERATION
The discussion contained in this Item 2 is "forward looking" as that term
is contemplated by Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, 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.
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 no contractual obligations for either lease premises,
employment agreements or work commitments on the its advertising concept and has
made no commitments to acquire any asset of any nature.
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Operational and administrative expenses of the Registrant for the first
four quarters of operations are shown in the attached Business Plan - refer to
Exhibit 99 (a).
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 is interested in attracting 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 - 717 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 March
31, 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 - 717 18TH Avenue
Vancouver, B.C.
Canada, V3N 1H2
</TABLE>
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(1) As of March 31, 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 March 31, 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 - 717 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 March 31, 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.
(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
15
<PAGE>
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 March 31, 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.
Term as
Director
Name Position Held Expires
---- ------------- -------
EDISON HO President and Director 1999
WILLIAM WRIXON Director 1999
SUSAN PELLAND Secretary and Treasurer 1999
EDISON HO, 36, has experience in administrating and operating various businesses
during the last 14 years. He has been 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. 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.
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, is currently 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.
Prior to holding this position he held a similar position with Paxton Pacific
Resource Products Inc. and Westrend Natural Gas. This work experience has
provided him with a strong background in communications with shareholders and
regulatory authorities. During the early 1990s 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.
16
<PAGE>
His educational background relates to economics where he obtained a Bachelor of
Arts degree from Dalhousie University. Subsequently he undertook several courses
from the Institute of Chartered Accountants.
SUSAN PELLARD, 46, is presently the President of Pelma Holding Ltd., a company
specializing in business development and marketing for other companies. Her
background has 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). She is currently employed by her husband where she worked as
office manager and administrator of his dental practice.
None of the Directors or Executive Officers work full time for the
Registrant, but intend to devote such time as their responsibilities require.
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.
The following table sets forth compensation paid or accrued by the
Registrant during the period ended March 31, 1999 to the Registrant's President
and shows compensation paid to any other officers or directors.
SUMMARY COMPENSATION TABLE (1998 - 1999)
<TABLE>
<CAPTION>
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, 1998-1999 -0- -0- -0- -0- -0- -0-
President
WILLIAM WRIXON 1998-1999 -0- -0- -0- -0- -0- -0-
Director
SUSAN PELLAND 1998-1999 -0- -0- -0- -0- -0- -0-
Secretary/Treasurer
and Director
</TABLE>
17
<PAGE>
There are no stock options outstanding as at March 31, 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. Ho 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.
Certain parties interested in the Registrant's success have contributed and
continue to contribute time, office space, telephone, and other expenses,
without compensation or reimbursement.
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. 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 March 31, 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
18
<PAGE>
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 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.
19
<PAGE>
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. The Registrant anticipates filling with the NASD Regulators Inc. upon
receipt of being a registered company. 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 March
31, 1999 was 45 of which 1 is a director. There has been no additional
shareholders since March 31, 1999.
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.
20
<PAGE>
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.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
From inception through to March 31, 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.
21
<PAGE>
(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 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.
22
<PAGE>
PART F/S
FINANCIAL STATEMENTS
The following financial statements are filed with this Form 10-SB:
Page
Report of Independent Certified Public Accountants 24
Financial Statements of Vis' Opps Marketing Inc.
Balance Sheet as at March 31, 1999 25
Statement of Operations for the Period from November 24, 1998 (Date
of Inception) to March 31, 1999 26
Statement of Changes in Stockholders' Equity for the Period from
November 24, 1998 (Date of Inception) to March 31, 1999 27
Statement of Cash Flows for the Period from November 24, 1998 (Date
of Inception) to March 31, 1999 28
Notes to Financial Statements 29
23
<PAGE>
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Salt Lake City, Utah, 84106
Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA Fax 801-486-0098
E-mail Kandersen @ msn.com
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.
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
24
<PAGE>
VIS' OPPS MARKETING INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
MARCH 31, 1999
================================================================================
<TABLE>
<S> <C>
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
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
25
<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
================================================================================
<TABLE>
<S> <C>
REVENUE $ --
EXPENSES 6,894
-----------
NET LOSS $ (6,894)
===========
NET LOSS PER COMMON SHARE
Basic $ (.001)
===========
AVERAGE OUTSTANDING SHARES
Basic 5,200,000
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
26
<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.
27
<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
================================================================================
<TABLE>
<S> <C>
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
========
</TABLE>
The accompanying notes are an integral part of these financial statements.
28
<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.
29
<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, mineral leases,
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.
30
<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.
31
<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 34)
(b) Bylaws (filed herewith, page 38)
(3) Instruments Defining Rights of Securities Holders
(a) Text of stock certificates for common stock (filed herewith, page 50)
(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 51)
(10) Consent of experts and counsel
(i) Consent of Andersen Andersen & Strong, L.C., independent certified
public accountants (filed herewith, page 55)
(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
Note
(99) Addition Exhibits
(a) Business Plan dated January 1, 1999 (filed herewith, page 56)
ITEM 2. DESCRIPTIONS OF EXHIBITS
[Attached, pages 34 through 98]
32
<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 /s/ Edison Ho
----------------------
Edison Ho, President
Dated: April 8, 1999
33
ARTICLES OF INCORORATION
EXHIBIT NO. 2 (A)
OF
VIS' OPPS MARKETING INC.
* * * * *
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
34
<PAGE>
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 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
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ARTICLE EIGHT. [PERIOD OF EXISTENCE]. The period of existence of the
corporation shall be perpetual.
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.
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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
- -------------------------
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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.
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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.
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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.
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
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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.
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.
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,
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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.
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
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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.
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.
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
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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.
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.
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.
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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.
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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.
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 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
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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.
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
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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.
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.
48
<PAGE>
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.
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
49
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
50
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 shall be supplied at COMPANY'S cost. The
TRANSFER AGENT agrees to order stock certificates from its printer upon request
of the COMPANY.
51
<PAGE>
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 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.
52
<PAGE>
10. [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.
11- [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 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.
53
<PAGE>
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
54
ANDERSEN ANDERSEN & STRONG, L.C. 941 East 3300 South, Suite 220
Certified Public Accountants and Business Salt Lake City, Utah, 84106
Consultants Board Telephone 801-486-0096
Member SEC Practice Section of the AICPA 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.
Salt Lake City, Utah
April 7, 1999
A member of ACF International with affiliated offices worldwide
55
EXHIBIT 99 (A)
VIS' OPP MARKETING INC.
BUSINESS PLAN
January 31, 1999
#39 - 717 18th Avenue
Vancouver, British Columbia
Canada, V3N 1H2
56
<PAGE>
VIS' OPPS MARKETING INC.
(the "Company")
BUSINESS PLAN
OVERALL PLAN
The Company plans to develop a dispensary board network whereby advertisers are
able to promote their products or services at a more reasonable cost than is
normally incurred by way of the standard advertisement media. Through a process
of extracting from the dispensary board the advertisers' coupons, the consuming
public is able to take advantage of any discounts or services being offered by
the advertiser.
The objective of this Business Plan is to provide to the reader an opportunity
to determine the business of the Company, its merits and its risk. It is the
intention of the Company to offer securities for sales to close friends and
relatives.
PUBLIC OFFERING
This Business Plan is not, and under no circumstances, is to be construed as a
public offering of securities of the Company or an offering of such securities
in any jurisdiction in which such an offering would be unlawful. No securities
commission or similar authority has in any way passed upon the merits of this
Business Plan and any representation to the contrary is an offense.
INFORMATION CONTAINED HEREIN
This information presented in this Business Plan has been prepared from
information prepared by management of the Company and is being furnished solely
for use by an interested third party known to management. This Business Plan
does not purport to be all inclusive or to contain all the information that an
interested reader may require. Each individual reader must conduct and rely on
his own evaluation of the Company and the terms of the Business Plan, including
the merits and risks involved, in making a decision with respect to the merit of
the Company.
57
<PAGE>
CONFIDENTIALITY
The information contained in this Business Plan is confidential and proprietary
to the Company and is being submitted to interested readers solely for such
readers' confidential use with the express understanding that, without the prior
written permission of the Company, such persons will not release this document
or discuss the information contained herein or make reproductions of or use this
Business Plan for any purpose other than evaluating the potential merits of the
Company's form of advertising. An independent reader, by accepting delivery of
this Business Plan, agrees to comply with this paragraph and promptly return to
the Company this Business Plan and any other documents or information furnished
if required by the Company.
No person has been authorized to give any information other than contained in
this Business Plan, or to make any representations in connection with the
Business Plan made hereby, and if given or made, such other information or
representations must not be relied upon as having been authorized by the
Company.
Reproduction in any way of this Business Plan is strictly prohibited without the
express written permission of the Company.
STATEMENTS, PROJECTIONS, ESTIMATES
This Business Plan contains statements, projections and estimates which are
derived from the best information available to management but many differ
depending upon events outside of its control and with changing circumstances of
the Company's business.
BUSINESS PLAN NUMBER:____
58
<PAGE>
EXECUTIVE SUMMARY
Vis' Opps Marketing Inc. has developed a unique advertising concept which 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.
Vis' Opps Marketing Inc. is interested in attracting those individuals 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.
The coupon will bear the advertisers logo and be plasticized for ease of
extraction from the dispensary box. Each dispensary board will house
approximately 22 dispensary boxes. Each dispensary box will contain a minimum of
200 coupons. To ensure the greatest expose for the advertisers, no more than two
similar advertisers will be placed on one dispensary board.
Vis' Opps Marketing Inc. will identify high traffic areas for placement of the
dispensary boards to ensure maximum exposure for their customers. The need of
the community will be determined so that advertisers do not place their coupons
in dispensary boards where the public has little or no interest in their service
or products.
Vis' Opps Marketing Inc. projects that during the four quarters then ended that
the following anticipated revenues and expenses will occur:
<TABLE>
<CAPTION>
Ist 2nd 3rd 4th
Quarter Quarter Quarter Quarter TOTAL
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Revenue $ 66,000 $ 191,400 $ 409,200 $ 607,200 $1,273,800
Cost of Sales 58,940 84,720 143,280 197,880 484,820
---------- ---------- ---------- ---------- ----------
Gross Profit 7,060 106,680 265,920 409,320 788,980
General and Administration 47,050 67,600 90,650 117,600 322,900
---------- ---------- ---------- ---------- ----------
Cash Flow for the Quarters $ (39,990) $ 39,080 $ 175,270 $ 291,720 $ 466,080
========== ========== ========== ========== ==========
</TABLE>
59
<PAGE>
It is estimated that the concept will be developed over three Phases.
Phase One - Vis' Opps Marketing Inc. will design and develop the dispensary
board and determine market acceptability to it through discussions with
potential advertisers and landlords of premises where the dispensary board can
be established.
Phase Two - The molds for the dispensary boxes will be commissioned and sales
persons will be selected to find suitable locations and commence to build a
clientele.
Phase Three - A sales team will be established and efforts will be put forth to
attract advertisers to the Vis' Opps concept.
Concentration initial in establish dispensary board locations will focus in
Vancouver, British Columbia but Vis' Opps Marketing Inc. 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 Vis' Opps
Marketing Inc. does not extend itself too fast and thereby burden unduly its
ability to maintain a profitable base.
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<PAGE>
VIS' OPPS MARKETING INC.
INDEX
Corporate Information........................................................ 1
Incorporating Jurisdiction.......................................... 1
Operating Name...................................................... 1
Offices............................................................. 1
Names of Directors and Officers..................................... 1
The Concept.................................................................. 2
Dispensary Board.................................................... 2
Dispensary Boxes.................................................... 2
Advertising Market........................................................... 4
Advertising Media
Number of Dispensary Boxes.......................................... 5
Extraction of Coupons............................................... 5
Type of Coupons being Offered....................................... 5
Advantages to Advertisers.................................................... 6
Low Cost............................................................ 6
Mail Circulation.................................................... 6
Targeting a Greater Market.......................................... 6
Limited Competition on Dispensary Board............................. 6
Transferability Advertising......................................... 7
Measurability....................................................... 7
Dispensary Board Locations................................................... 8
Key Elements in the Concept.................................................. 9
Risk Factors................................................................. 12
Management................................................................... 13
Edison Ho........................................................... 13
William Wrixon...................................................... 13
Susan Pelland....................................................... 13
Phases of Development........................................................ 15
Phase One........................................................... 15
Phase Two........................................................... 15
Phase Three......................................................... 15
61
<PAGE>
Projection of Cash Flows 17
Appendixes:
Appendix 1 - Photograph of prototype dispensary board 26
Appendix 2 - Introduction Letter 27
Appendix 3 - Advertising Agreement 29
Appendix 4 - Coupon Design Sheet 31
Appendix 5 - Authorization Letter to Use Advertiser's Name 32
Appendix 6 - Thank you letter for Being an Advertiser 33
Appendix 7 - Phase Two Estimated Costs 34
Appendix 8 - Phase Three Estimated Costs 35
Appendix 9 - News Article on P-O-P Industry 36
62
<PAGE>
VIS' OPPS MARKETING INC.
CORPORATE INFORMATION
INCORPORATING JURISDICTION
Vis' Opps Marketing Inc. (the "Company") was incorporated on November 24, 1998,
under the laws of the State of Nevada under Corporate Charter number C27325-98.
The name Vis' Opps is short for "visual opportunities" which is directly related
to the unique concept the Company is developing.
OPERATING NAME
The Company will operate under the name of PICK-N-SAVE in all jurisdictions
acceptable to the various authorities; mainly provincial, state and federal.
Only in the event where there is a conflict in name, either provincial,
state-wise or federally, will the Company seek to use the name of Vis'-Opps.
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.
OFFICES
The registered office of the Company is located at Suite 880 - 50 West Liberty
Street, Reno, Nevada, USA, 89501.
The head office and principal place of business is located at #39 - 717 18th
Avenue, Vancouver, British Columbia, Canada, V3N 1H2.
NAMES OF DIRECTORS AND OFFICERS
The following are the officers and directors of the Company:
Edison Ho President and Director
William Wrixon Director
Susan Pelland Secretary Treasurer
63
<PAGE>
2
THE CONCEPT
The Concept of the Company is a unique form of advertising affordable to the
average self-employed person or small business; although not solely restricted
to this section of advertisers. The Concept was derived from a feeling by
management that there is a need for this form of advertising service whereby a
greater exposure could be obtained for individuals and/or companies wishing to
advertise either their products or services at a far cheaper price than is
normally anticipated within the advertising industry.
The basic Concept is one of advertising through the use of a "dispensary board"
system.
The Concept comprises two distinctly different component parts:
1. Dispensary Board
The dispensary board is approximately two and a half feet tall by three
feet long. It is made of wood and plastic. The back part of the board is a
plain piece of wood with a frame built on the outside of the back section.
The front section is a rib structure that is fastened to the back section
by hinges allowing it to fall forward when unlocked.
Depending upon the location of the installation of the board itself, the
color of the frame can be changed to suit the location.
2. Dispensary Boxes
The front frame of the dispensary board will house 22 plastic boxes that
will contain the advertisers' coupons. Each box is 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
which allows the coupons to be inserted. To afford ease of extraction of
the coupons by potential customers, there is a sponge inserted on the top
of the coupons once they are placed in the dispensary box. This has the
effect of causing a downward pressure which will allow 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 themselves.
The front of the dispensary board is 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
64
<PAGE>
3
coupons. Through a locking system no one will have access to placing the
coupons into the dispensary boxes other than an employee of the Company
assigned to fill the boxes.
The Company is considering making all the dispensary boards' frames black
in color as well as the dispensary boxes themselves in order for all the
coupons displayed on the dispensary board to be more noticeable.
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 - being a wide
range of advertisers - refer to Appendix 1.
65
<PAGE>
4
ADVERTISING MARKET
Point of Purchase ("POP") advertising is the fastest growing segment of the
advertising industry. While the United States' and Canada's advertising industry
is experiencing only minimal growth, Point of Purchase advertising has been
expanding at approximately 14% annually since 1985, resulting in record sales of
$15,700,000,000 in 1992 and over $17,000,000,000 in 1997.
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 eventually enter the establishment in question. The Point Of
Purchase Advertising Institute, Inc. ("POPAI"), the industry's leader, based in
Englewood, New Jersey, 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. Other marketing
professionals concur with these findings.
With the Company planning to establish many dispensary boards in store
locations, especially supermarkets, the customers will have easy access to
discounts prior to commencing their shopping. POPAI's research has shown that 70
manufacturers displays and 160 signs are found in the average supermarket.
Currently many of the advertisements in stores and supermarkets are found on
product shelves and on shopping carts. With the installation of the dispensary
boards in high traffic areas, the shopper will have the advantage of selecting a
number of products prior to commencing their shopping. According to research in
Marketing Magazine which covers marketing and sales promotion advertising, gross
sales are 12% higher in stores with advertisements on product shelves than in
stores without shelf advertisement or other means of advertising their suppliers
products.
Companies willing to use the dispensary board system, have a greater chance of
their products being selected by the purchasing public. The majority of shoppers
are impulse buyers. Every year fewer wives say at home and read newspaper ads to
plan their grocery shopping. The increase of two-household earners means
considerably less time for planning. Consequently, more and more people do their
shopping without a list and are more susceptible to in-store advertising and
specific offers.
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<PAGE>
5
ADVERTISING MEDIA
NUMBER OF DISPENSARY BOXES
The basic devise of Pick-n-Save is a dispensary board, as noted under The
Concept, which carries a number of dispensary boxes. A normal dispensary board,
as shown on Appendix 1, will house 22 dispensary boxes. Each of these dispensary
boxes would be rented to an advertiser on a three months basis.
EXTRACTION OF COUPONS
The dispensary boxes are designed specifically for the extraction of advertising
coupons similar in size to a business card. The coupons themselves will be
plastic coated for ease of extraction. This will reduce the occurrence of
coupons sticking together causing numerous coupons to be extracted at a given
time. This is often the case with a normal business card which is made of
regular paper since there is no slippery surface to avoid sticking.
The dispensary box itself will carry approximately 200 coupons. By having a
sponge inserted on top of the coupons, downward pressure will constantly be
applied to ensure the ease of extraction. Even when the coupons are reduced to a
few, the sponge will continue to apply pressure.
TYPE OF COUPONS BEING OFFERED
Advertisers will be encouraged to offer "discount" on their coupons to make them
more attractive to the general public. For example, a fast food service will
offer two hamburgers for the price of one or a free drink with any purchase upon
presentation of the coupon. A retail store may offer a 20% discount on a
specific product they have in inventory; i.e., an electric kettle.
Other advertisers may choose to merely advertise their services on the coupons
for future reference by customers. For example, an attorney might wish to inform
the pubic that he is experienced in real estate law. The lawyer has been able to
distribute his "business card" to a wide range of the public which any other
advertising media would not afford him the opportunity to do.
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<PAGE>
6
ADVANTAGES TO ADVERTISERS
The six most obvious benefits that Pick-n-Save offers to prospective advertisers
are:
i. Low Cost
An advertiser will lease a box for CDN$300 for a three month period. This
is considerably less than it would cost to advertise in a major newspaper
or even a local community newspaper for the same period of time. In fact,
the majority of small business or self-employed individuals could not
afford to advertise for this length of time.
ii. Mail Circulation
The cost of mail circulation is often prohibitive to smaller businesses.
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 Company 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 sports facilities.
Location of the advertiser's coupon is essential to the future development
of the Company's business.
iv. Limited Competition on Dispensary Board
The Company 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 the
board at any one time.
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<PAGE>
7
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 Company 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 Company 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 use new coupons each month which otherwise they might not have been able
to.
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, 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 the
coupons to the advertiser to claim 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 and each dollar spent must produce results.
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<PAGE>
8
DISPENSARY BOARD LOCATIONS
It is essential for the Company 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 which 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
Pick-n-Save 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.
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<PAGE>
9
KEY ELEMENTS IN THE CONCEPT
The seven key elements of the Company's Concept are as follows:
i. Expanding usage of the Company'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 Company 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 Company 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 Company 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.
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<PAGE>
10
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 Company 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 Company 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.
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
Company will use the name "Vis' Opps" on the dispensary board.
vi. A key factor governing the success of the Company's marketing plan is
its performance in actually installing dispensary boards. Prospective
advertisers will want evidence that some kind of system actually
exists. The Company's policy will be that no board will be installed
unless the Company has sufficient advertisers to fill all but two
boxes on the board. Those extra two boxes, if available, will be used
by the Company itself to promote its unique advertising system.
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<PAGE>
11
vii. The Company 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.
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<PAGE>
12
RISK FACTORS
There are several risk factors for the advertisers to consider before making a
concrete decision to use the Company's form of advertising.
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 as well as
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 Company might not be able to induce landlords to provide the
Company 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 Company's current operations are dependent on attracting certain
key locations and advertisers to assist in the development of the
Pick-n-Save concept. Any future loss of these locations or advertisers
may impact operations.
vi. The only present source of funds available to the Company is through
the funds contributed by the directors and shareholders. Even if the
results of sales through the Pick-n-Save system is encouraging, the
Company 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.
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<PAGE>
13
MANAGEMENT
The management team of the Company comprises the following individuals:
EDISON HO - PRESIDENT AND DIRECTOR
Mr. Ho's experience lies administrating and operating various businesses during
the last 14 years. He has been employed as the Chief Financial Officer of
IntraCoastal Systems Engineering Corporation which has afforded him the
advantage of overseeing all financial requirements of a company. Prior to
holding this position, Mr. Ho was in 1997 the Controller for Dexton Computer
Corporation and held a similar position in 1992 for 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.
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 - DIRECTOR
Mr. Wrixon is currently 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. Prior to holding this
position he held a similar position with Paxton Pacific Resource Products Inc.
and Westrend Natural Gas. This has provided him with a strong background in
communications with shareholders and regulatory authorities. During the early
1990s 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 educational background relates to economics where he obtained a Bachelor of
Arts degree from Dalhousie University. Subsequently he undertook several courses
from the Institute of Chartered Accountants.
SUSAN PELLARD - SECRETARY TREASURER
Ms. Pellard is presently the President of Pelma Holding Ltd., a company
specializing in business development and marketing for other companies. Her
background has
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<PAGE>
14
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). She
was subsequently employed by her husband where she worked as office manager and
administrator of his dental practice.
76
<PAGE>
15
PHASES OF DEVELOPMENT
The Company will have three Phases of development for its Concept:
1. Phase One
At this Phase the Company will design, develop and test the Pick-n-Save
dispensary board system by building a prototype as shown on Appendix 1. In
addition, the Company will test the advertiser community to determine the
response to its system of advertising and communicate with the consuming
public to determine what their needs are. All advertising agreements,
information letters and other correspondence to the advertisers will be
prepared at this stage as shown on Appendix 2 to 6 inclusive.
The cost of this Phase of development is estimated to be approximately
$10,000.
2. Phase Two
The final design of the Pick-n-Save dispensary board will be done and the
molds for the dispensary boxes which are affixed to the dispensary board
will be commissioned. 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 in Appendix
7.
3. Phase 3
This Phase will develop the Company 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.
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<PAGE>
16
New sales people will be given a draw against commissions as they establish
the 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 on a dispensary board 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 on
Appendix 8 attached hereto.
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<PAGE>
VIS' OPPS MARKETING INC.
PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
REF. 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER TOTAL
---- ----------- ----------- ----------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
Revenue:
Advertising 1 $ 66,000 $ 191,400 $ 409,200 $ 607,200 $1,273,800
---------- ---------- ---------- ---------- ----------
Cost of Sales
Molds 2 14,000 -- -- -- 14,000
Dispensary Boards 3 5,000 5,000 5,000 5,000 20,000
Dispensary Boxes 4 440 440 440 440 1,760
Rent 5 15,000 30,000 45,000 60,000 150,000
Printing 6 11,000 11,000 11,000 11,000 44,000
Commissions 7 13,500 38,280 81,840 121.440 255,060
---------- ---------- ---------- ---------- ----------
58,940 84,720 143,280 197,880 484,820
---------- ---------- ---------- ---------- ----------
Gross Profit 7,060 106,680 265,920 409,320 788,980
---------- ---------- ---------- ---------- ----------
General and
Administration
Accounting 8 3,000 6,000 9,000 12,000 30,000
Automobile 9 900 1,800 2,700 3,500 8,900
Bank Charges 10 150 300 450 600 1,500
Consulting 11 5,000 10,000 10,000 20,000 45,000
Entertainment 12 2,500 5,000 10,000 15,000 32,500
Lease expense 13 1,500 1,500 1,500 1,500 6,000
Legal 14 2,500 5,000 5,000 5,000 17,500
Management fees 15 7,500 9,000 12,000 15,000 43,500
Miscellaneous 16 5,000 10,000 15,000 20,000 50,000
Office expenses 17 3,000 3,000 3,000 3,000 12,000
Rent 18 9,000 9,000 9,000 9,000 36,000
Secretarial 19 6,000 6,000 12,000 12,000 36,000
Stationery 20 1,000 1,000 1,000 1,000 4,000
---------- ---------- ---------- ---------- ----------
47,050 67,600 90,650 117,600 322,900
---------- ---------- ---------- ---------- ----------
Net Cash for Quarter (39,990) 39,080 175,270 291,720 466,080
Cash from Previous
Quarter -- (39,990) (910) 174,360 --
---------- ---------- ---------- ---------- ----------
Accumulated Cash $ (39,990) $ (910) $ 174,360 $ 466,080 $ 466,080
========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the Projection of Cash.
79
<PAGE>
18
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
1. ADVERTISING
The Company offers a unique form of advertising which is suitable to the
self-employed and small businesses. Through a dispensary board system the
Company is able to offer its advertisers (customers) a greater exposure to
the consuming public. The dispensary board contains 22 dispensary boxes
which allows a potential customer to extract the advertisers card and
retain it on his or her person.
The following assumptions have been used in projection revenue derived from
advertising.
1. There will be 10 dispensary boards located in high traffic areas each
quarter;
2. There are only 22 dispensary boxes per dispensary board;
3. Each box will be rented to the advertiser for a three month period at
$300 per quarter; and
4. Each quarter either the advertiser will rent the box for another
quarter or a new advertiser will subscribe.
The number of dispensary boxes available during the four quarters ended are
as follows:
<TABLE>
<CAPTION>
NUMBER NUMBER NEW BOXES QUARTERLY TOTAL BOXES
MONTH OF BOARDS OF BOXES FOR MONTH RENEWALS RENTED
----- --------- -------- --------- -------- ------
<S> <C> <C> <C> <C> <C>
1 3 66 66 - 66
2 6 132 66 - 66
3 10 220 88 - 88
4 14 308 88 66 154
5 18 396 88 132 220
6 20 440 44 220 264
7 24 528 88 308 396
8 28 616 88 396 484
9 30 660 44 440 484
10 34 748 88 528 616
11 38 836 88 616 704
12 40 880 44 660 704
</TABLE>
80
<PAGE>
19
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
The revenue to be derived from advertising is calculated as follows:
<TABLE>
<CAPTION>
TOTAL BOXES
MONTH RENTED 1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----- ------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
1 66 $ 19,800 $ - $ - $ -
2 66 19,800 - - -
3 88 26,400 - - -
4 154 - 46,200 - -
5 220 - 66,000 - -
6 264 - 79,200 - -
7 396 - - 118,800 -
8 484 - - 145,200 -
9 484 - - 145,200 -
10 616 - - - 184,800
11 704 - - - 211,200
12 704 - - - 211,200
---------- --------- --------- ----------
Total Revenue $ 66,000 $ 191,400 $ 409,200 $ 607,200
========== ========= ========= ==========
</TABLE>
The above revenue is net of all provincial, state and federal taxes since
these represent a flow through from the advertiser to the various
governments.
2. MOLDS
The Company will require the manufacturing of injection molds for the
dispensary boxes. The dispensary boxes are unique in design since they will
be installed in the dispensary board to allow extraction of the coupons.
Estimated quotes range from $10,000 to $20,000 - one firm gave a concrete
quote of $14,000 and therefore this has been used in the Projection of Cash
Flows.
3. DISPENSARY BOARDS
The estimated cost of manufacturing the dispensary board is $500 each. The
Company will install ten new dispensary boards each quarter. Therefore,
each quarter will bear a charge of $5,000 for the manufacture of new
dispensary boards.
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<PAGE>
20
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
4. DISPENSARY BOXES
The cost of injection molding for each dispensary box is estimated at $2.00
per box. The main cost of the dispensary boxes is incurred in the
manufacturing of the injection molds and the subsequent making of the
dispensary boxes themselves. Since each dispensary board will house 22
dispensary boxes the number required each quarter for the ten dispensary
boards being installed is 220. At a cost of $2.00 each this will result in
a quarterly cash outlay of $440.
5. RENT
It is assumed the Company will be required to pay rent to the landlord of
the establishment where the board is installed. For conservative purposes,
it has been assumed the monthly rental charge per location will be $500. In
addition, it is assumed the rental charge will commence for the full ten
boards in the first quarter and ten additional boards each quarter
thereafter at the first day of the new quarter. Therefore, each quarter
will bear the full rental charge commencing at the first quarter of the
month. In the majority of cases this will not be applicable but for
conservative purposes it has been projected as such.
6. PRINTING
Under an Advertisement Agreement to be signed between the advertiser and
the Company, one of the terms and conditions is that the Company will
supply to the advertiser the first 200 coupons. The reason for this
procedure will be to ensure that the quality of the production is
maintained at all times. The coupon will be plasticized for ease of
extraction. The estimated cost of printing 200 coupons, taking into
consideration a volume discount price, is estimated at $50 per set of
coupons. Since there will be 22 dispensary boxes to house the coupons and
10 dispensary boards, the total number of coupons to be printed in a given
quarter will be 220. At $50 per set, this will result in a quarterly charge
of $11,000.
7. COMMISSIONS
The Company policy will be to pay sales people a 20% commission based on
the number of boxes rented to advertisers. In other words, the 20%
commission will be paid on the gross amount charged to the advertiser less
the applicable taxes and other
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<PAGE>
21
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
7. COMMISSIONS - CONTINUED
deductions which are withheld by the Company. A commission will not be paid
on future reprinting of coupons which will be invoiced directly to the
advertiser.
The estimate of commissions to be paid is determined as follows:
<TABLE>
<CAPTION>
QUARTER TOTAL SALES COMMISSION
------- ----------- ----------
<S> <C> <C> <C> <C>
1st $ 66,000 $ 13,500 (*)
2nd 191,400 38,280
3rd 409,200 81,840
4th 607,200 121,440
------------- ------------
Total $ 1,273,800 $ 255,060
============= ============
</TABLE>
(*) The Company will give each sales person a draw against commissions of
$1,500 per month until such time as they have established a client-base
which will provide them in excess of this amount. During the first quarter
there will be three sales people but not sufficient enough commission to
cover their draws. Therefore, the commissions estimated to be payable have
been increased by $300 to meet the draw requirements.
Each quarter an additional three sales people will be employed. The
quarterly commissions paid to sales people each quarter on the average is
as follows:
<TABLE>
<CAPTION>
COMMISSION PER
QUARTER COMMISSION SALES PEOPLE SALES PERSON (*)
------- ---------- ------------ ----------------
<S> <C> <C> <C> <C>
1st $ 13,500 3 $ 1,500
2nd 38,280 6 2,126
3rd 81,840 9 3,031
4th 121,440 12 3,373
------------
Total $ 255,060
============
</TABLE>
83
<PAGE>
22
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
7. COMMISSIONS - CONTINUED
(*) Represents the average monthly commission paid. Some sales people will
out- perform others but for estimation purposes all sales people have been
treated equally.
8. ACCOUNTING
With the expansion of the dispensary boards each quarter the accounting for
sales and information will expand. It is assumed during the first quarter
that one accounting personnel will be hired and an additional will be
needed by the end of the start of the second quarter. For conservative
purposes, the Company has estimated additional employees for the third and
fourth quarter. These employees might be in other areas such as filing,
preparation of contracts or working as a "girl Friday".
9. AUTOMOBILE
The Company will pay $100 per month to each sales person for car expenses
to cover gas and oil. No receipts need be submitted for this expenditure
but the amount will be treated for tax purposes as a taxable benefit to the
sales person. The expense increases each month as new sales people join the
sales force of the Company.
10. BANK CHARGES
Represents a nominal monthly charge for bank charges.
11. CONSULTING
The Company will require the use of consultants to perform the following
functions:
a. Identify and introduce the Company to potential advertisers;
b. Assist in the development of a corporate image;
c. Research areas outside of the Company's jurisdiction which might
prove attractive to new expansion; and
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<PAGE>
23
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
11. CONSULTING - CONTINUED
d. Develop new manuals, invoices and other material more acceptable
as the Company expands it sales.
12. ENTERTAINMENT
Certain sales will require promotion and hence money to be spent on the
advertiser before the contract can be signed. In addition, in the normal
course of discussions with a potential advertiser, the sales person and/or
management might take the advertiser to lunch or dinner. As part of any
budget, this cash expense must be allowed for the marketing of the
Company's product.
13. LEASE EXPENSE
The Company will require the following equipment on a lease bases:
Computers $ 500 per month
Photocopier 500 per month
Fax 500 per month
If additional equipment is required it will be acquired at the time.
14. LEGAL
It is anticipated the Company will require certain legal services for
approving the final contractual agreement with the advertisers, preparation
of rental agreements with landlords and sales agreements with the sales
people. Subsequent to the first quarter an anticipated expense has been
estimated at $5,000 to cover any unusual need for legal services.
15. MANAGEMENT FEE
The President of the Company will require a management fee for overseeing
the operations. In the first quarter he will be given a fee of $2,500 per
month which will increase to $3,000 per month during the second quarter,
$4,000 per month in the third quarter and $5,000 per month in the fifth
quarter.
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<PAGE>
24
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
16. MISCELLANEOUS
Miscellaneous expense will comprise some of the following:
Insurance - office and general liability
- areas surrounding the dispensary boards
Advertising brochures and other materials;
Business cards for all sales persons and management;
Telephone expense - office in general;
Travel - when the situation warrants it; and
Desk, chairs and other office furniture.
All the above expenses have been grouped under Miscellaneous since it is
difficult at this time to precisely identify their costs or the number of
items within a group which will be required.
17. OFFICE EXPENSES
Office expenses include photocopying paper, coffee supplies, miscellaneous
paper supplies, pencils, pens, paper clips, file folders, etc. - all those
small cost items to run an office.
18. RENT
It has been projected the rent for office space will cost $3,000 per month.
This is based on the rental charges incurred in downtown Vancouver at the
present time. Basically for an office of approximately 1,500 square feet
which will include four offices, board room, reception and common areas.
19. SECRETARIAL
Initially the Company will require one secretary to handle all the
responsibilities normally assumed by a secretary. The rate per month paid
to such an individual will be $2,000 per month not including employee
benefits. After six months of operations the Company will hire an assistant
secretary at $1,500 and increase the existing secretary's wages by $500 per
month.
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<PAGE>
25
VIS' OPPS MARKETING INC.
(the "Company")
NOTES TO THE PROJECTION OF CASH FLOWS
for the four quarters then ended
(Unaudited - Prepared by Management)
20. STATIONERY
The quarterly charge for stationery, being mainly letterhead and envelopes,
will be approximately $1,000. Due to Advertising Agreements and other forms
being prepared on other paper rather than letterhead, the cost of
letterhead and envelopes will remain fairly constant over a twelve month
period.
87
<PAGE>
26
APPENDIX 1
PHOTOGRAPH OF PROTOTYPE DISPENSARY BOARD
(Not included herein)
88
<PAGE>
27
APPENDIX 2
INTRODUCTION LETTER
EXAMPLE
VIS' OPPS MARKETING INC.
Suite 39 - 717 18th Avenue
Vancouver, British Columbia
Canada, V3N 1H2
Date
- --------------------------------
(Advertiser)
- --------------------------------
(Address)
- --------------------------------
Dear Sirs:
On behalf of VIS' OPPS MARKETING INC. I would like to take this opportunity to
introduce your company to our new and unique concept in advertising. I am
extremely confident that you will find the results from advertising with VIS'
OPPS to be consistently satisfying in increasing your customer base and
profitability.
The VIS' OPPS concept is one whereby businesses can advertise their name,
product or service at prices well below that of other media costs such as
newspapers, periodicals, direct mailings and radio.
This is accomplished by installing the VIS' OPP advertising concept, being a
dispensary board for your advertisement, in a variety of areas throughout the
lower mainland of British Columbia. The dispensary board will hold approximately
twenty-two small boxes which will contain your business coupon; being similar to
your current business card in size. The boxes will contain approximately two
hundred coupons.
Once the dispensary board is installed in a high traffic area, a potential
customer need only extracted from your individual box your coupon and present it
to you upon attending your premises. By having the coupons extracted one at a
time will ensure no wastage from excess coupons being taken.
You will be able to monitor the success of this form of advertising by noting
the number of coupons you receive during the time period you are a VIS' OPPS
advertiser. To ensure a greater
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<PAGE>
28
presentation of coupons, I highly recommend you consider some form of offer;
being mainly a discount or incentive for the potential new customer to extract
your coupon from the VIS' OPPS dispensary board.
Within the next several weeks, a VIS' OPPS representative will contact you and
arrange a meeting with you. He will discuss in more detail our unique
advertising concept and answer all your questions and any concerns you might
have.
I cannot stress the value to you in arranging a time to meet with our VIS' OPPS
representative since I believe you will be rewarded by becoming a VIS' OPPS
advertisers.
In the meantime, if you require any information or have any questions please
feel free to contact me directly.
I look forward to the day when you are a VIS' OPPS advertiser.
Thank you for taking the time to read this letter and to speak with our VIS'
OPPS representative.
Sincerely yours;
Vis. Opps Marketing Inc.
Per:
- --------------------------------
Edison Ho
President and Director
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APPENDIX 3
EXAMPLE
ADVERTISING AGREEMENT
This Advertising Agreement (the "Agreement") is dated ___ of _____ , 1999.
BETWEEN:
VIS' OPPS MARKETING INC., located at 39 - 717 18th Avenue, Vancouver,
British Columbia, Canada, V3N 1H2
("VIS' OPPS)
ON THE FIRST PART
AND:
--------------------------------------------------------------------
--------------------------------------------------------------------
ON THE SECOND PART
(the "ADVERTISER")
VIS' OPPS hereby agrees to contract with the said ADVERTISER whereby for a
period of months commencing , 1999, or until the expiry of the ADVERTISER'S
coupons (whichever occurs first) VIS' OPPS will display the ADVERTISER'S coupons
at a VIS' OPPS dispensary board (the "board") location for the said period noted
below.
VIS' OPPS hereby agrees to the following terms and conditions:
1. To select a VIS' OPPS board location for the displaying of the ADVERTISER'S
coupons that is advantageous to the business of the ADVERTISER;
2. To ensure that the VIS' OPPS board is maintained on regular basis to afford
maximum exposure of the ADVERTISER'S coupons;
3. To communicate to the ADVERTISER during the term of this Agreement on a
regular basis as to the usage and rate the coupons are selected from the
VIS' OPPS board;
4. To relocate the ADVERTISER'S coupons to another VIS' OPPS board location
upon the ADVERTISER'S request (subject to availability);
5. To work at all times in the best interest of the ADVERTISER; and
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6. To refund to the ADVERTISER the full price of the advertising on the VIS'
OPPS board in the event that the ADVERTISER'S coupons are not displayed on
a board within forty-five (45) days of entering into this Agreement.
The ADVERTISER hereby agrees to the following terms and conditions:
1. To have VIS' OPPS print, on the ADVERTISER'S behalf, one thousand (1,000)
coupons at no cost to the ADVERTISER;
2. To save VIS' OPPS harmless from any damage or misuse of said coupons;
3. To make full payment upon signing of this Agreement at the amount so
indicated below;
4. To agree that this Agreement is non-cancelable after the commencement date;
5. To agree that in the event of cancellation prior to the commencement date
of this Agreement, the ADVERTISER agrees that VIS' OPPS can be reimbursed
from the funds paid for the cost of printing of the coupons; and
6. To advise VIS' OPPS within ten (10) working days from the date of this
Agreement if the ADVERTISER has not received a signed copy of this
Agreement.
Agreed upon fee for displaying of coupons $ 300.00
Add: Provincial sales tax (7%) 21.00
Goods and services taxes (7%) 21.00
----------
Total fee for three month period $ 342.00
==========
- ---------------------------------
(Name of ADVERTISER)
- --------------------------------- ---------------------------------
(Authorized Signatory) (VIS' OPPS Sales Representation)
---------------------------------
(Head Office Authorization)
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APPENDIX 4
COUPON DESIGN SHEET
( )
Code #
(Printing Style) Date: ______________________, 1999
- ---------------------------------
(ADVERTISER'S name)
- ---------------------------------
(Address)
- ---------------------------------
EXAMPLE ADVERTISER'S COUPON
- ---------------------------------------- ---------------------------------------
Name and address Tel:
Fax:
-------------------------------- --------------------------------
DISCOUNT OFFER
-------------------------------- --------------------------------
Terms and conditions of discount offer
- ---------------------------------------- ---------------------------------------
- ---------------------------------- -----------------------------------
(ADVERTISER'S authorized signatory) (VIS' OPP'S Sales Representative)
------------------------------------
(Head Office Approval)
A copy of your coupon design will be forward to you directly upon
receipt from the printers.
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APPENDIX 5
AUTHORIZATION LETTER TO USE ADVERTISER'S NAME
EXAMPLE
--------------------------------
(Advertiser's Name)
--------------------------------
(Address)
--------------------------------
Date: ______________, 1999
VIS' OPPS MARKETING INC.
Suite 39 - 717 18th Avenue
Vancouver, British Columbia
Canada, V3N 1H2
Dear Sirs:
This letter represents your authorization to allow VIS' OPPS MARKETING INC. to
use our business name for any advertising required to promote and market the use
of the VIS' OPP'S dispensary board concept.
We have reviewed the standard forms indicating the location of our coupons in
the VIS' OPPS dispensary board and hereby agree to the use of our
establishment's name in said advertising.
Yours very truly;
- ------------------------------
(Authorized Signatory)
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APPENDIX 6
THANK YOU LETTER FOR BEING AN ADVERTISER
EXAMPLE
VIS' OPPS MARKETING INC.
Suite 39 - 717 18th Avenue
Vancouver, British Columbia
Canada, V3N 1H2
Date
(Advertiser's Name)
(Advertiser's Address)
Dear (Personalize Name)
I would like to take this opportunity to thank you for becoming an advertiser on
the VIS' OPPS dispensary board.
We are in the process of having the printers prepare a draft copy of your
coupon. Once the draft has been sent to us I will have your VIS' OPPS sales
representative meet with you and review the coupon prior to authorization being
given to the printer to proceed with the final printing.
As you are aware it will be my responsibility to ensure your coupons are placed
in a dispensary board where the traffic flow is such that your coupons have a
greater than average chance of being selected. I will advise you which
location(s) will be suitable to you as soon as the coupons are printed.
If you have any questions at any time please feel free in contacting me
directly.
Thank you for your support and I look forward to working with you in the future.
Yours very truly;
Vis' Opps Marketing In c.
Per:
- ----------------------------
Edison Ho
President and Director
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APPENDIX 7
VIS' OPPS MARKETING INC.
PHASE TWO ESTIMATED COSTS
<TABLE>
<CAPTION>
ESTIMATED COST
PROCEDURES THREE MONTHS
---------- ------------
<S> <C>
Development of the molds for the
dispensary boxes affixed to the
dispensary board $ 14,000
Design and development of a wooden
dispensary boards - 10 only 5,000
Rental of ten board locations (i) 15,000
Printing of advertiser's coupons - 220
separate plasticized coupons at $50 per
set - a set containing 1000 such coupons 11,000
Employ three full time sales people for
the first three months of operations at
the rate of $1,500 per month as a draw
against commissions (ii) 13,500
Full time secretary - $2,000 per month 6,000
Management's remuneration - $2,500 7,500
Miscellaneous 5,000
-----------
Estimated Cost of Phase 2 $ 77,000
===========
</TABLE>
(i) Initially the Company expects to have 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 $500
per month per location.
(ii) Sales agents will be paid $1,500 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 $300. Sales agents will be paid 20% commission on
dispensary box rentals.
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APPENDIX 8
VIS' OPPS MARKETING INC.
PHASE THREE ESTIMATED COSTS
<TABLE>
<CAPTION>
PROCEDURES ESTIMATED COST
---------- --------------
<S> <C>
Manufacturing of an estimated 50 dispensary board
at a cost of $500 each $ 25,000
Cost of dispensary boxes estimate to be 22 per
dispensary board time 50 to equal 1,100 at a cost
of $2.20 per box 2,240
Pedestal stands required for some locations - being
10 at a cost of $100 per pedestal stand (i) 1,000
Advertising in local newspapers and magazines (ii) 10,000
Miscellaneous expenses 10,000
-----------
Total estimated funds required for Phase 3 $ 48,240
===========
</TABLE>
(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 Pick-n-Save concept to obtain
market recognition. Once this is established there will be no need to
use other media sources to advertise. The Company plans to try an 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.
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APPENDIX 9
NEWS ARTICLE ON P-O-P INDUSTRY
(Article not included herein)
98
