UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS
Pursuant to Section 12(b) or (g) of the Securities
Exchange Act of 1934
GLOBAL SIGHT, INC
(Name of Small Business Issuer in its
charter)
Nevada
95-4720297
(State or other jurisdiction of (I.R.S.
Employer Identification No.)
incorporation or organization)
270 North Canon Drive, Suite 203,
Beverly Hills, California 90210
(Address of principal executive offices)
(Zip Code)
(310) 288- 0693
(Issuer's telephone number)
Securities to be registered pursuant to section 12(b) of
the Act:
Title of each class Name of each
exchange on which
to be so registered each class
is to be registered
Common shares NASD OTC
Bulletin Board
TABLE OF CONTENTS
PAGE
Item 1. Description of Business........... 1
Item 2. Plan of Operation............. 2
Item 3. Description of Property........... 3
Item 4. Security Ownership of Certain Beneficial
Owners and Management.......... 3
Item 5. Directors, Executive Officers, Promoters
and Control Persons............ 4
Item 6. Executive Compensation............ 5
Item 7. Certain Relationships and Related
Transactions................ 6
Item 8. Legal Proceedings............. 6
Item 9. Market for Common Equity and Related
Stockholder Matters............ 7
Item 10. Recent Sales of Unregistered
Securities................. 7
Item 11. Description of Securities........... 8
Item 12. Indemnification of Directors and
Officers................ 8
Item 13. Financial Statements........... 9
Item 14. Changes In and Disagreements
With Accountants on Accounting and Financial
Disclosure............... 20
Item 15. Financial Statements and Exhibits...... 20
Signatures.................... 35
Item 1. Description of Business.
(a) Business Development
Global Sight, Inc. ("the Company") was
incorporated
in the State of Nevada on December 21, 1998. The Company,
a calendar year entity, is a standard C- Corporation for
federal
income tax purposes. The Company which presently does
not have any subsidiaries or affiliated entities, is a
development
stage enterprise. To date, the Company has had no
significant
operations.
The Company has never been involved in any
bankruptcy,
receivership or similar proceedings.
(b) Business of Issuer
The Company's plan of business operation
consists
primarily of : (1) developing an international business
and
management consulting practice, and (2) exploring business
opportunities both in the United States and throughout
the globe including possible mergers, acquisitions and
other business combinations.
The Company's management is seeking consulting
contracts with businesses on a worldwide basis. The
Company,
which presently has no employees, will hire, as needed,
lawyers,
accountants, MBA's and other professionals, as well
as support staff.
The Company's management is exploring mergers,
acquisitions and other business combinations on a global
basis.
An area under close analysis is electronic commerce, as
well
as more traditional businesses with no significant
barriers
to entry. For potential merger candidates, the Company is
looking at the depth of management and at strong
potential return on equity (ROE) and return on
investment (ROI).
Forward-Looking Statements
This Form 10-SB includes "forward-looking
statements"
within the meaning of the "safe-harbor" provisions of the
Private
Securities Litigation Reform Act of 1995. Such statements
are
based on management's current expectations and are subject
to a number of factors and uncertainties that could cause
actual
results to differ materially from those described in the
forward-looking statements. All statements, other than
1
Item 1. Description of Business. (Continued)
statements of historical facts included in this Form,
including
without limitation, statements under "Plan of Operations"
and "Description of Business" , regarding the Company's
financial position, business strategy, and plans and
objectives
of management of the Company for future operations,
are forward-looking statements.
Although the Company believes that the expectations
reflected in such forward-looking statements are
reasonable,
it can give no assurance that such expectations will prove
to
have been correct. Important factors that could cause
actual
results to differ materially from the Company's
expectations
include, but are not limited to, market conditions,
competition
and the ability to successfully complete financings.
(c) Reports to Security Holders
The public may read and copy any materials the
Company files with the Securities and Exchange
Commission ("SEC") at the SEC's Public Reference
Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Public may obtain information on the operation of
the public Reference Room by calling the SEC at
1-800-SEC-0330.
Item 2. Plan of Operation.
Business Operation (Please see Item 1. (b) Business of
Issuer).
Financing
The Company's management is seeking funding
from a variety of sources including private placements
of its stock, public offerings of its stock, as well as
debt financing. Additionally, business combinations
with entities with significant cash will be considered.
However, there can be no assurance management will
be successful in these endeavors.
2
Item 2. Plan of Operation. (Continued)
For the twelve month period form March 1, 1999
to February 28, 2000 it is anticipated, absent the
Company's obtaining other sources of liquidity as
described
above, the Company's primary funding for ongoing
corporate expenses, such as legal and accounting fees
and filing fees will be provided by the Company's Chairman
of the Board of Directors and President.
The Company's management is commencing
discussions with investment bankers pertaining to a stair
step
financing plan. This will encompass initial seed capital,
a first and second level of private placements, bridge
financing,
mezzanine financing and an eventual initial public
offering.
However, there can be no assurance management will be
successful in these endeavors.
Item 3. Description of Property.
The Company does not own any physical properties
at this time.
The Company's corporate executive office
presently is
located within the office of the Company's major
shareholder/
Chairman of the Board of Directors/President Olesk.
Mr. Jaak Olesk is a Certified Public Accountant based in
Beverly Hills, California at 270 North Canon Drive,
Suite Number #203.
Item 4. Security Ownership of Certain Beneficial Owners
and Management.
The following table sets forth certain
information as
of March 15, 1999 with respect to the beneficial ownership
(as such term is defined under section 13(d) of the
Securities
Exchange Act of 1934, as amended) of the common
stock by (i) each person who is the beneficial owner of
more than 5% of the common stock outstanding as of
such date, (ii) each director of the Company, (iii) the
named officers, and (iv) all executive officers of the
Company as a group:
3
Item 4. Security Ownership of Certain Beneficial Owners
and Management. (Continued)
Amount of
Name and address of Beneficial Owner Beneficial
Percent
Ownership of Class
Jaak Olesk
2,500,000 92.6
270 N. Canon Drive, Suite #203
Beverly Hills, California 90210
Lilian Cruz
100,000 3.7
270 N. Canon Drive, Suite #203
Beverly Hills, California 90210
All Directors, Nominees and Executive
Officers as a Group (2 persons) 2,600,000
96.3
Item 5. Directors, Executive Officers, Promoters and
Control Persons.
The following individuals are the directors of the
Company:
Name of Director Age Title
Jaak Olesk 46 Chairman of the
Board
of
Directors and President
Lilian Cruz 31 Director and
Secretary/
Treasurer
Both directors have indefinite terms of office.
Both directors have served since inception on
December 21, 1998.
The following individuals are the executive officers
of the Company:
Name of Executive Officer Age Title
Jaak Olesk 46
Chairman of the Board
of Directors and President
Lilian Cruz 31
Director and Secretary/
Treasurer
4
Business Experience
Jaak Olesk. Mr. Olesk is a Certified Public
Accountant
and has a Juris Doctorate Degree. Mr. Olesk has recently
completed Law School and has recently taken the California
Bar Examination. Mr. Olesk has over twenty years of
business
experience including auditing, accounting and tax
services.
During the last five years, Mr. Olesk has gained
substantial
international business experience by making foreign
business
trips, including trips to Canada, Ukraine, the
Netherlands,
China and Hong Kong.
Lilian Cruz. Ms. Cruz has an Associates Degree in
Business Administration. Ms. Cruz has over five years
of experience in business and accounting.
Item 6. Executive Compensation.
SUMMARY COMPENSATION TABLE
Long Term Compensation
Annual Compensation
Awards Payouts
Other Securities
Name
Annual Registered Under- All other
and
Compen- Stock Lying LTIP Compen-
Principal Year
sation Award(s) Options/ Payouts sation
Position (Note A) Salary ($) Bonus ($) $
$ SARs (#) $ $
Jaak Olesk
President 1999 - -
- - - -
-
1998 - -
- - - - $
1,000
Lilian Cruz
Secretary/
Treasurer 1999 - -
- - - -
-
1998 - -
- - - - $
100
Note A: 1999 is for the period January 1, 1999 to March
15, 1999;
1998 is for the period December 21,1998 to December 31,
1998.
5
Item 7. Certain Relationships and Related Transactions.
Initial Cash Infusions by Founder
In December, 1998 the Company issued 500,000
shares
of its common stock to its founder Jaak Olesk, Chairman of
the
Board of Directors and President of the Company, for
aggregate proceeds of $500. The stock issuance was
approved by the written consent of the Directors of the
Company on December 21, 1998.
In March, 1999 the Company issued 1,000,000
shares of its common stock to Jaak Olesk for aggregate
proceeds of $1,000. The stock issuance was approved
by the written consent of the Directors of the Company
on March 10, 1999.
Shares for Services
In December, 1998 the Company issued a total of
1,200,000 shares of its common stock for services
performed.
Jaak Olesk, Chairman of the Board of Directors and
President,
received 1,000,000 shares of common stock for consulting,
accounting and advisory services. Lilian Cruz, Director
and
Secretary/ Treasurer, received 100,000 shares of common
stock for administrative and secretarial services. Morena
Rodriguez also received 100,000 shares of common stock
for administrative and secretarial services. The stock
issuance was approved by the written consent of
the Directors of the Company on December
21, 1998.
Item 8. Legal Proceedings.
The Company is not a party to any pending legal
proceeding. Management is not aware of any threatened
litigation, claims or assessments.
Item 9. Market for Common Equity and Related
Stockholder Matters.
(a) Market Information
Currently, there is no public market for the
Company's
common stock. At the appropriate time, the Company's
management will complete the pertinent procedures for
listing the Company's common stock on the National
Association of Securities Dealers Over the Counter
Electronic Bulletin Board. 6
Item 9. Market for Common Equity and Related
Stockholder
Matters. (Continued)
The Company has no common equity that is subject
to
outstanding options or warrants to purchase, or securities
convertible into, common equity of the Company.
All 2,700,000 shares of common stock outstanding at
March 15, 1999 could be sold pursuant to Rule 144 under
the Securities Act.
(b) Holders
As of March 15, 1999 there were three common
shareholders of record.
(c) Dividends
The Company has never declared any cash dividends.
The current policy of the Company is not to pay cash
dividends, but instead to retain future earnings, if any,
to
support the growth of the Company.
However, there are no restrictions that limit the
ability
to pay dividends on common equity when it is lawful to do
so.
Item 10. Recent Sales of Unregistered Securities.
In December, 1998 the Company issued 500,000 shares
of its common stock to Jaak Olesk, Chairman of the
Board of Directors and President, for aggregate
proceeds of $500.
In December, 1998 the Company issued a total of
1,200,000 shares of its common stock for services
performed.
Jaak Olesk, Chairman of the Board of Directors and
President,
received 1,000,000 shares of common stock for consulting,
accounting and advisory services. Lilian Cruz, Director
and
Secretary/ Treasurer, received 100,000 shares of common
stock for administrative and secretarial services. Morena
Rodriguez also received 100,000 shares of common
stock for administrative and secretarial services.
In March, 1999 the Company issued 1,000,000 shares
of its common stock to Jaak Olesk, Chairman of the Board
of Directors and President, for aggregate proceeds of
$1,000.
7
Item 11. Description of Securities.
The Company's authorized capital stock consists of
25,000,000 shares of common stock, of which, 2,700,000
shares were issued and outstanding as of March 15, 1999.
Shareholders do not have an unqualified right to
a dividend. The policy of the Company is not to declare
dividends, however dividends may be declared, when
lawful to do so, at the discretion of the Board of
Directors.
A common shareholder has the right to vote her
shares in the affairs of the Company. Common shares
have one vote each. The right to vote may be delegated
by the shareholder to another person.
Shareholders do not have preemption rights. NRS
78.265
pertaining to corporations organized on or after October
1, 1991
states: "the stockholders of a corporation do not have a
preemptive right to acquire the corporation's unissued
shares
except to the extent the articles of incorporation so
provide".
The Company's articles of incorporation do not so provide.
In the event of a liquidation or dissolution of the
Company,
common shareholders are entitled to share pro rata all
assets
remaining, if any, after payment in full of all
liabilities.
Shareholders do not have any other material rights.
There are no provisions in the Company's articles of
incorporation or by-laws that would delay, defer or
prevent
a change in control of the Company.
Item 12. Indemnification of Directors and Officers.
The Company's by-laws provide for indemnification
against necessary expenses incurred, of directors or
officers
who are named as defendants in litigation relating to
corporate affairs, except where the director or officer
is adjudged in the action to be liable for negligence or
misconduct in the performance of duty.
Section 78.7502 of Nevada Corporation Law
("Discretionary and Mandatory Indemnification
of Officers, Directors, Employees and Agents:
General Provisions.") authorizes the Company to do
the above.
8
Item 13. Financial Statements.
Global Sight, Inc.
INDEX TO FINANCIAL STATEMENTS
PAGE
Report of Independent Certified Public
Accountants................ 10
Financial Statements:
Balance Sheets as of February 28, 1999 and
December 31, 1998............... 12
Statements of Operations for the two month
period ended February 28, 1999, the period from
December 21, 1998 (inception) to December 31, 1998
and for the period from December 21, 1998
(inception) to February 28, 1999........ 13
Statements of Shareholders' Deficit for the period
December 21, 1998 (Inception) through
February 28, 1999............. 14
Statements of Cash Flows for the two month
period ended February 28, 1999, the period from
December 21, 1998 (inception) to December 31, 1998
and for the period from December 21, 1998
(inception) to February 28, 1999........ 15
9
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
Global Sight, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of
Global Sight, Inc. (A Development Stage Company) as
of February 28, 1999 and December 31, 1998 and the
related statements of operations, shareholders' equity
(deficit) and cash flows, for the two months ended
February 28, 1999, the period from inception
December 21, 1998 to December 31, 1998, and for the
period from inception December 21, 1998 to February 28,
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 misstatements. An audit includes examining,
on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also
includes assessing the accounting principles used and
significant estimates made be management, as well as
evaluating the overall 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 Global Sight, Inc. (A Development Stage Company)
as of February 28, 1999 and December 31, 1998 and the
results of its operations and its cash flows for the two
months
ended February 28, 1999, the period from inception
December 21, 1998 to December 31, 1998, and for
the period from inception December 21, 1998 to
February 28, 1999 in conformity with generally
accepted accounting principles.
10
The accompanying financial statements have been
prepared assuming that the Company will continue as
a going concern. As discussed in Note 2 to the financial
statements, the Company has suffered recurring losses from
operations that raises substantial doubt about its ability
to
continue as a going concern. Management's plans in regard
to these matters are also described in Note 2. The
financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
/s/ Friedman, Minsk, Cole & Fastovsky
Friedman, Minsk, Cole & Fastovsky
Los Angeles, California
March 31, 1999
11
GLOBAL SIGHT, INC.
(A Development Stage Company)
BALANCE SHEETS
February 28,
December 31,
1999
1999
ASSETS
Current Assets
Cash and cash
equivalents $ 166
$ 500
Total current assets 166
500
$ 166
$ 500
LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)
Current Liabilities
Accrued expenses $ 600
$ -
Total current liabilities 600
-
Common stock, $.001 par
value, 25,000,000 shares
authorized, 1,700,000 shares
issued and outstanding
at both February 28, 1999
and December 31, 1998 1,700
1,700
Additional paid-in-capital -
-
(Deficit) accumulated
during the development
stage (2,134)
(1,200)
Total shareholders' equity
(deficit) (434)
(500)
$ 166
$ (500)
See accompanying notes to financial statements.
12
GLOBAL SIGHT, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Inception) (Inception)
Two Months December 21,
December 21,
Ended 1998 to
1998 to
February 28, December 31,
February 28,
1999 1998
1999
Revenue $ - $
- $ -
Expenses:
General and
administrative 934 1,200
2,134
(Loss) from
operations (934) (1,200)
(2,134)
Income taxes -
- -
Net (loss) $ (934) $ (1,200)
$ (2,134)
(Loss) per
common
share $ (.00) $
(.00) $ (.00)
Weighted
average shares
outstanding 1,700,000 1,700,000
1,700,000
See accompanying notes to financial statements.
13
GLOBAL SIGHT, INC.
(A Development Stage Company)
STATEMENTS OF CHANGES IN SHAREHOLDERS'
EQUITY (DEFICIT)
(Deficit)
Accumulated
Additional During the
Common Stock Paid-
In Development
Shares Amount
Capital Stage Total
Common shares
issued for cash-
Dec. 21, 1998 500,000 $ 500 $
- $ - $ 500
Common shares
issued for
services-
Dec. 21, 1998 1,200,000 1,200
- - 1,200
Net (loss) for
the period from
inception
Dec. 21, 1998 to
Dec. 31, 1998 - -
- (1,200) (1,200)
Balance-
Dec. 31, 1998 1,700,000 1,700
- (1,200) 500
Net (loss) for the
two months ended
Feb. 28, 1999 - -
- (934) (934)
Balance-
Feb. 28, 1999 1,700,000 $ 1,700 $
- $(2,134) $ (434)
See accompanying notes to financial statements.
14
GLOBAL SIGHT, INC.
(Development Stage Company)
STATEMENTS OF CASH FLOWS
(Inception) (Inception)
Two Months
December 21, December 21,
Ended
1998 to 1998 to
February 28, December
31, February 28
1999
1998 1999
Cash flows from
operating activities:
Net (loss) $ (934) $
(1,200) $ (2,134)
Adjustments to
reconcile net loss to
cash flows from
operating activities:
Shares issued for services - 1,200
1,200
Change in accrued
expenses 600
- 600
Net cash from (for)
operating activities: (334)
- (334)
Net cash from financing
activities:
Common stock
issuance -
500 500
Increase (decrease)
in cash (334)
500 166
Cash at beginning
of period 500
- -
Cash at end of
period $ 166 $
500 $ 166
See accompanying notes to financial statements.
15
GLOBAL SIGHT, INC.
(Development Stage Company)
STATEMENTS OF CASH FLOWS
(Continued)
(Inceptiom) (Inception)
Two Months
December 21, December 21,
Ended
1998 to 1998 to
February 28, December
31, February 28
1999
1998 1999
Supplemental cash
flows information:
Cash paid during the
period for:
Income Taxes $ - $
- $ -
Interest $ - $
- $ -
Non-cash financing
transactions:
Common shares
issued for services $ - $
1,200 $ 1,200
See accompanying notes to financial statements.
16
GLOBAL SIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
February 28, 1999
Note 1 - Summary of Significant Accounting Policies
Nature of Operations
Global Sight, Inc. (the "Company"), a Nevada
corporation, was incorporated on December 21, 1998.
The Company, which is in the development stage, is
exploring business consulting opportunities and potential
business combinations on a global basis. To date, the
Company has had no revenues.
Cash Equivalents
Cash equivalents consist of funds invested in money
market accounts and investments with a maturity of three
months or less when purchased.
Loss per Share
The computation of loss per share of common stock is
based on the weighted average number of shares outstanding
during the periods presented.
Use of Estimates
The preparation of financial statements in conformity
with generally accepted accounting principles requires
management to make estimates and assumptions that affect
the amounts reported in financial statements and
accompanying notes. Actual results could differ from
those estimates.
Issuance of Shares for Services
Valuation of shares for services in based on estimated
value (par) of the shares issued.
Income Taxes
The Company records its income tax provision
in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes".
(See Note 3.)
17
GLOBAL SIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
February 28, 1999
Note 2 - Basis of presentation and considerations related
to continued existence (going concern)
The Company's financial statements have been
presented
on the basis that it is a going concern, which
contemplates
the realization of assets and the satisfaction of
liabilities in
the normal course of business. The Company incurred net
losses of $934 and $1,200 for the two months ended
February 28, 1999 and the period from inception on
December 21, 1998 to December 31, 1998, respectively.
These factors, among others, raise substantial doubt as to
the
Company's ability to continue as a going concern.
The Company's management intends to raise
additional operating funds through equity and/or debt
offerings.
However, there can be no assurance management will be
successful in this endeavor.
Note 3 -Income taxes
The Company records its income tax provision in
accordance with Statement of Financial Accounting
Standards No. 109 "Accounting for Income Taxes"
which requires the use of the liability method of
accounting for deferred income taxes.
Since the Company has not generated taxable income
since inception, no provision for income taxes has been
provided . At February 28, 1999, the Company did not have
any significant tax net operating loss carryforwards
(tax benefits resulting from losses for tax purposes have
been fully reserved due to the uncertainty of a going
concern).
At February 28, 1999 and December 31, 1998, the Company
did not have any significant deferred tax liabilities or
deferred tax assets.
18
GLOBAL SIGHT, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Continued)
February 28, 1999
Note 4 - Related Party Transactions
In addition to the 1,200,000 shares to its
officers and
one other shareholder for services during the period ended
December 31, 1998, the Company paid a non-officer
shareholder $100 for services in the two months ended
February 28, 1999.
The Company uses the facilities and personnel of
its
president without charge.
Note 5 - Development Stage Company
The Company is a development stage Company.
A development stage company is one for which principal
operations have generated no revenues or an insignificant
amount of revenue. A development stage company
devotes most of its activities to establishing a new
business.
Note 6 - Subsequent Event
On March 10, 1999 the Company issued 1,000,000
shares of its common stock to its Chairman of the Board of
Directors and President for aggregate proceeds of $1,000.
At March 15, 1999 the total common shares issued and
outstanding was 2,700,000.
19
Item 14. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure.
The Company has not had any changes in or
disagreements with accountants since inception.
Item 15. Financial Statements and Exhibits.
(a) Financial statements filed as part of this
registration
statement are:
Balance sheets as of: February 28, 1999 and
December 31, 1998.
Statements of operations for periods: January 1,
1999
to February 28, 1999, December 21, 1998 to December 31,
1998 and December 21, 1998 to February 28, 1999.
Statement of changes in shareholders' equity for
period
from December 21, 1998 to February 28, 1999.
Statements of cash flows for periods: January 1,
1999 to
February 28, 1999 December 21, 1998 to December 31, 1998,
and December 21, 1998 to February 28, 1999.
The above financial statements, and related footnotes, are
all included in Item 13.
(b) Index of exhibits
Exhibit:
PAGE
Articles of Incorporation,
as amended, of Global Sight, Inc...... 21
By-laws of Global Sight, Inc......... 27
20
ARTICLES OF INCORPORATION
OF
Global Sight, Inc.
FIRST. The name of the corporation is:
Global Sight, Inc.
SECOND. Its registered
office in the State
of Nevada is located at 2533 North Carson Street, Carson
City,
Nevada 89706 that this Corporation may maintain an office,
or offices, in such other place within or without the
State of
Nevada as may be from time to time designated by the
Board
of Directors, or by the By-Laws of said Corporation, and
that
this Corporation may conduct all Corporation business of
every
kind and nature, including the holding of all meeting of
Directors
and Stockholders, outside the State of Nevada as well as
within
the State of Nevada
THIRD. The objects for which
this
Corporation is formed are: To engage in any lawful
activity,
including, but not limited to the following:
(A) Shall have such rights, privileges and powers as may
be conferred upon corporations by any existing law.
(B) May at any time exercise such rights, privileges
and powers, when not inconsistent with the purposes
and
objects for which this corporation is organized.
(C) Shall have power to have succession by its corporate
name for the period limited in its certificate or
articles
of incorporation, and when no period is limited,
perpetually,
or until dissolved and its affairs its affairs wound
up
according to law.
(D) Shall have power to sue and be sued in any court of
law or equity.
(E) Shall have power to make contracts.
(F) Shall have power to hold, purchase and convey real
and personal estate and to mortgage or lease any such
real
and personal estate with its franchises. The power to
hold
21
real and personal estate shall include the power to
take
the same by devise or bequest in the State of
Nevada, or in any other state, territory or country.
(G) Shall have power to appoint such officers and agents
as the affairs of the corporation shall require, and to
allow
them suitable compensation.
(H) Shall have power to make By-Laws not inconsistent
with the constitution or laws of the United States, or
of the State
of Nevada for the management, regulation and government
of
its affairs and property, the transfer of its stock,
the transaction
of its business, and the calling and holding of
meetings of its
stockholders.
(I) Shall have power to wind up and dissolve itself, or be
wound up or dissolved.
(J) Shall have power to adopt and use a common seal or
stamp, and alter the same at pleasure. The use of a
seal
or stamp by the corporation on any corporate documents
is
not necessary. The corporation may use a seal or
stamp, if it
desires, but such use or nonuse shall not in any way
affect
the legality of the document.
(K) Shall have power to borrow money and contract debts
when necessary for the transaction of its business, or for
the
exercise of its corporate rights, privileges or
franchises, or for
any other lawful purpose of its incorporation; to issue
bonds,
promissory notes, bills of exchange, debentures, and other
obligations and evidences of indebtedness, payable at a
specified time or times, or payable upon the happening of
a
specified event or events, whether secured by mortgage,
pledge or otherwise, or unsecured, for money borrowed, or
in payment for property purchased, or acquired, or for any
other lawful object.
(L) Shall have power to guarantee, purchase, hold, sell,
assign, transfer, mortgage, pledge or otherwise dispose
of the
shares of the capital stock of, or any bonds, securities
or
evidences of the indebtedness created by, any other
corporation
or corporations of the State of Nevada, or any other
state
or government, and, while owners of such stock, bonds,
securities or evidences of indebtedness, to exercise all
the rights, powers and privileges of ownership, including
the
right to vote, if any.
22
(M) Shall have power to purchase, hold, sell and transfer
shares of its own capital stock, and use therefor its
capital,
capital surplus, surplus, or other property or fund.
(N) Shall have power to conduct business, have one or
more offices, and hold, purchase, mortgage and convey real
and personal property in the State of Nevada, and in any
of
the several states, territories, possessions and
dependencies of
the United States, the District of Columbia, and any
foreign
countries.
(O) Shall have power to do all and everything necessary
and proper for the accomplishment of the objects
enumerated
in its certificate or articles of incorporation, or any
amendment
thereof, or necessary or incidental to the protection and
benefit
of the corporation, and, in general, to carry on any
lawful
business necessary or incidental to the attainment of the
objects
of the corporation, whether or not such business is
similar in
nature to the objects set forth in the certificate or
articles of
incorporation of the corporation, or any amendment
thereof.
(P) Shall have power to make donations for the public welfare
or for charitable, scientific or educational purposes.
(Q) Shall have power to enter into partnerships, general
or limited, or joint ventures, in connection with any
lawful
activities, as may be allowed by law.
FOURTH. That the total number
of common
stock authorized that may be issued by the Corporation is
twenty
five million (25,000,000) shares of stock of which are at
one
tenth of one cent (.001) par value and no other class of
stock
shall be authorized. Said shares may be issued by the
corporation from time to time for such considerations
as may be fixed from time to time by the Board of
Directors.
FIFTH. The governing board of
this corporation
shall be known as directors, and the number of directors
may from
time to time be increased or decreased in such manner as
shall be
provided by the By-Laws of this Corporation, providing
that
the number of directors shall not be reduced to fewer than
one (1).
The name and post office address of the first board
of Directors
shall be one (1) in number and listed as follows:
23
POST OFFICE ADDRESS
Brent Buscay 2533 North
Carson Street
Carson City, Nevada 89706
SIXTH. The capital stock,
after the amount of
the subscription price, or par value, has been paid in,
shall
not be subject to assessment to pay the debts of the
corporation.
SEVENTH. The name and post office address of the
Incorporator signing the Articles of Incorporation is as
follows:
NAME POST
OFFICE ADDRESS
Brent Buscay 2533
North Carson Street
Carson City, Nevada 89706
EIGHTH. The agent for this corporation shall be:
LAUGHLIN
ASSOCIATES, INC.
The address of said agent, and, the registered or
statutory address
of this corporation in the state of Nevada, shall be:
2533 North Carson Street
Carson City, Nevada
89706
NINTH. The corporation is to have perpetual existence.
TENTH. In furtherance and not in limitation of the
powers
conferred by statute, the Board of Directors is
expressly authorized:
Subject to the By-Law, if any, adopted by the
Stockholders, to make,
alter or amend the By-laws of the Corporation.
To fix the amount to be reserved as working capital
over
and above its capital stock paid in; to authorize and
cause to be executed,
mortgages and liens upon the real and personal property of
this Corporation.
24
By resolution passed by a majority of the whole
Board, to
designate one (1) or more committees, each committee to
consist of
one or more of the Directors of the Corporation, which, to
the
extent provided in the resolution, or in the By-Laws of
the
Corporation, shall have and may exercise the powers of the
Board of Directors in the management of the business and
affairs of the Corporation. Such committee, shall have
such
name, or names, as may be stated in the By-Laws of the
Corporation, or as may be determined from time to time by
resolution adopted by the Board of directors.
When and as authorized by the affirmative vote of the
Stockholders
holding stock entitling them to exercise at least a
majority of the
voting power given at a Stockholders meeting called for
that
purpose, or when authorized by the written consent of the
holders
of at least a majority of the voting stock issued and
outstanding, the
Board of Directors shall have power and authority at any
meeting to
sell, lease or exchange all of the property and assets of
the Corporation,
including its good will and its corporate franchises, upon
such terms
and conditions as its board of Directors deems expedient
and for the
best interests of the Corporation.
ELEVENTH. No shareholder shall be entitled
as a matter of right to subscribe for or receive
additional shares
of any class of stock of the Corporation, whether now or
hereafter
authorized, or any bonds, debentures or securities
convertible into
stock, but such additional shares of stock or other
securities
convertible into stock may be issued or disposed of by the
Board
of Directors to such persons and on such terms as in its
shall
deem advisable.
TWELFTH. No director or officer of the Corporation
shall be personally liable to the Corporation or any of
its
stockholders for damages for breach of fiduciary duty as
a director or officer involving any act or omission of any
such
director or officer; provided, however, that the foregoing
provision shall not eliminate or limit the liability of a
director
or officer (i ) for acts or omissions which involve
intentional
misconduct, fraud or a knowing violation of law, or (ii)
the
payment of dividends in violation of Section 78.300 of the
Nevada Revised Statutes. Any repeal or modification of
this
Article by the stockholders of the Corporation shall be
prospective
only, and shall not adversely affect any limitation on the
personal
liability of a director or officer of the Corporation for
acts or
omissions prior to such repeal or modification.
25
THIRTEENTH. This Corporation reserves the right to
amend,
alter, change or repeal any provision contained in the
Articles of
Incorporation, in the manner now or hereafter prescribed
by statute,
or by the Articles of Incorporation, and all rights
conferred upon
Stockholders herein are granted subject to this
reservation.
I, THE UNDERSIGNED, being the Incorporator hereinbefore
named for the purpose of forming a Corporation pursuant to
the
General Corporation Law of the State of Nevada, do make
and file these Articles of Incorporation, hereby declaring
and
certifying that the facts herein stated are true, and
accordingly
have hereunto set my hand this December 21, 1998.
/s/ Brent Buscay
Brent Buscay
STATE OF NEVADA )
) SS:
CARSON CITY )
On this December 21, 1998 in Carson City, Nevada,
before me, the undersigned, a Notary public in and
for Carson City, State of Nevada, personally appeared:
Brent Buscay
Known to me to be the person whose name is subscribed to
the
foregoing document and acknowledged to me that he executed
the same.
/s/ Casey W. Andrews
Notary Public
I, Laughlin Associates, Inc. hereby accept as Resident for
the previously named Corporation.
December 21, 1998 /s/ Brent Buscay
Date Vice President
26
Global, Sight, Inc.
BY-LAWS
ARTICLE I MEETINGS OF SHAREHOLDERS
1. Shareholders' Meetings shall he held in the office of the
corporation, at Carson City, NV, or at such other place
or places as
the Directors shall, from time to time , determine.
2. The annual meeting of the shareholders of this corporation
shall be held at 11:00 a.m., on the 21st day of
December of each
year beginning in 1999, at which time there shall be
elected by
the shareholders of the corporation a Board of Directors
for the
ensuing year, and the shareholders shall transact such
other business
as shall properly come before them. If the day fixed for
the annual
meeting shall be a legal holiday such meeting shall be
held on the
next succeeding business day.
3. A notice signed by any Officer of the corporation or
by any person designated by the Board of Directors, which
sets forth the place of the annual meeting, shall be
personally
delivered to each of the shareholders of record, or mailed
postage prepaid, at the address as appears on the stock
book
of the corporation, or if no such address appears in the
book
of the corporation, to his last known address, at least
ten
(10) days prior to the annual meeting.
Whenever any notice whatever is required to be
given under any article of these By-Laws, a waiver thereof
in
writing, signed by the person or persons entitled to the
notice,
whether before or after the time of the meeting of the
shareholders,
shall be deemed equivalent to proper notice.
4. A majority of the shares issued and outstanding, either
in person or by proxy, shall constitute a quorum for the
transaction of business at any meeting of the
shareholders.
5. If a quorum is not present at the annual meeting, the
shareholders present, in person or by proxy, may
adjourn to
such future time as shall be agreed upon by them, and
notice of
such adjournment shall be mailed, postage prepaid, to
each
shareholder of record at least ten (10) days before
such date to
which the meeting was adjourned; but if a quorum is
present,
they may adjourn from day to day as they see fit, and
no notice
of such adjournment need be given.
27
6. Special meetings of the shareholders may be called at
anytime by the President; by all of the Directors provided
there are no more than three, or if more than three, or if
more
than three, by any three Directors; or by the holder of a
majority
share of the capital stock of the corporation. The
Secretary shall
send a notice of such called meeting to each shareholder
of record
at least ten (10) days before such meeting, and such
notice shall state
the time and place of the meeting, and the object thereof.
No
business shall be transacted at a special meeting except
as stated in
the notice to the shareholders, unless by unanimous
consent of all
shareholders present, either in person or by proxy.
7. Each shareholder shall be entitled to one vote for each share
of stock in his own name on the books of the corporation,
whether
represented in person or by proxy.
8. At all meeting of shareholders, a shareholder, may
vote by proxy executed in writing by shareholder or by his
duly authorized attorney-in-fact. Such proxy shall be
filed
with the Secretary of the corporation before or at the
time
of the meeting.
9. The following order of business shall be observed at
all meetings of the shareholders so far as is
practicable:
a. Call the roll;
b. Reading,
correcting and approving of
the minutes of
the previous meeting;
c. Reports of
Officers;
d. Reports of
Committees;
e. Election of
Directors;
f. Unfinished
business; and
g. New business.
10. Unless otherwise provided by law, any action required
to be taken at a meeting of the shareholders, or any
other
action which may be taken at a meeting of the
shareholders,
may be taken without a meeting if a consent in writing,
setting
forth the action to be taken, shall be signed by all of
the
shareholders entitled to vote with respect to the subject
matter thereof.
28
ARTICLE II STOCK
1. Certificates of stock shall be in a form adopted by the
Board of Directors and shall be signed by the President
and
Secretary of the corporation.
2. All certificates shall be consecutively numbered;
the name of the person owning the shares represented
thereby, with the number of such shares and the date
of issue shall be entered on the company's books.
3. All certificates of stock transferred by endorsement
thereon shall be surrendered by cancellation and new
certificates issued to the purchaser or assignee.
4. Upon surrender to the corporation or the transfer
agent of the corporation of a certificate for shares duly
endorsed or accompanied by proper evidence of
successions, assignment or authority to transfer, it
shall
be the duty of the corporation to issue a new certificate
to
the person entitled thereto, and cancel the old
certificate;
every such transfer shall be entered on the transfer book
of the corporation.
5. The corporation shall be entitled to treat the holder
of any share as the holder in fact thereof, and,
accordingly,
shall not be bound to recognize any equitable or other
claim
to or interest in such share on the part of any other
person
whether or not it shall have express or other notice
thereof, except as expressly provided by laws of this
state.
ARTICLE III DIRECTORS
1. A Board of Directors, consisting of at least one
(1) person shall be chosen annually by the shareholders at
their meeting to manage the affairs of the corporation.
The Directors' term of office shall be one (1) year, and
Directors may be re-elected for successive annual terms.
2. Vacancies on the Board of Directors by reason of death,
resignation or other causes shall be filled by the
remaining
Director or Directors choosing a Director or Directors to
fill the unexpired term.
29
3. Regular meetings of the Board of Directors shall be held
at 1:00 p.m., on the 21st of day December of each year
beginning
in 1999 at the office of the company at Carson City, NV,
or at
such other time or place as the Board of Directors shall
by
resolution appoint; special meetings may be called by the
President or any Director giving ten (10) days notice to
each Director.
Special meetings may also be called by execution of the
appropriate
waiver of notice and called when executed by a majority
of the
Directors of the company. A majority of the Directors
shall constitute a quorum.
4. The Directors shall have the general management and
control of the business and affairs of the corporation and
shall exercise all the powers that may be exercised or
performed by the corporation, under the statutes, the
Articles of Incorporation, and the By-Laws. Such
management will be by equal vote of each member of the
Board of Directors with each Board member having an equal
vote.
5. The act of the majority of the Directors present at a
meeting at which a quorum is present shall be the act of
the Directors.
6. A resolution, in writing, signed by all or a majority
of the members of the Board of Directors, shall constitute
action by the Board of Directors to effect therein
expressed,
with the same force and effect as though such resolution
had been passed at a duly convened meeting; and it shall
be the duty of the Secretary to record every such
resolution
in the Minute Book of the corporation under its proper
date.
7. Any or all of the Directors may be removed for cause
by vote of the shareholders or by action of the Board.
Directors may be removed without cause only by vote
of shareholders.
8. A Director may resign at any time by giving written
notice to the Board, the President or the Secretary of
corporation.
Unless otherwise specified in the notice, the resignation
shall take
effect upon receipt thereof by the Board or such Officer,
and the
acceptance of the resignation shall not by necessary to
make it effective
30
9. A Director of the corporation who is present at a meeting
of the Directors at which action on any corporate matter
is
taken shall be presumed to have assented to the action
taken
unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent shall
be
entered in the minutes of the meeting or unless he shall
file
his written dissent to such action with the person acting
as
the Secretary of the meeting before the adjournment
thereof or
shall forward such dissent by registered mail to the
Secretary
of the corporation immediately after the adjournment of
the meeting.
Such right to dissent shall not apply to a Director who
voted in
favor of such action.
ARTICLE IV OFFICERS
1. The officers of this company shall consist of:
a President, one or more Vice Presidents, Secretary,
Treasurer, and such other officer as shall, from time
to time, be elected or appointed by the Board of
Directors.
2. The PRESIDENT shall preside at all meetings
of the Directors and the shareholders and shall have
general charge and control over the affairs of the
corporation subject to the Board of Directors. He shall
sign
or countersign all certificates, contracts and other
instruments
of the corporation as authorized by the Board of Directors
and
shall perform all such other duties as are incident to
his office
or are required by him by the Board of Directors.
3. The VICE PRESIDENT shall exercise the functions of
President during the absence or disability of the
President and
shall have such powers and such duties as may be assigned
to him, from time to time, by the Board of Directors.
4. The SECRETARY shall issue notices for all meetings
as required by the By-Laws, shall keep a record of the
minutes
of the proceedings of the meetings of the shareholders and
Directors, shall have charge of the corporate books, and
shall make such reports and perform such other duties as
are
incident to his office, properly required of him by the
Board of Directors. He shall be responsible that the
corporation complies with Section 78.105 of the
Nevada Revised Statutes and supplies to the Nevada
Resident
31
Agent or Registered Office in Nevada, any and all
amendments
to the corporation's Articles of Incorporation and any and
all amendments or changes to the By-Laws of the
corporation.
In compliance with Section 78.105, he will also supply to
the
Nevada Resident Agent or Registered Office in Nevada, and
maintain, a current statement setting out the name of the
custodian
of the stock ledger or duplicate stock ledger, and the
present
and complete Post Office address, including street and
number, if any, where such stock ledger or duplicate
stock ledger is kept.
5. The TREASURER shall have the custody of all monies
and securities of the corporation and shall keep regular
books
of account. He shall disburse the funds of the
corporation in
payment of the just demands against the corporation , or
as
may be ordered by the Board of Directors, making proper
vouchers for such disbursements and shall render to the
Board of Directors, from time to time, as may required of
him, an account of all his transactions as Treasurer and
of
the financial condition of the corporation. He shall
perform
all duties incident to his office or which are properly
required of him by the Board of Directors.
6. The RESIDENT AGENT shall be in charge of the
corporation's registered office in the State of Nevada,
upon whom process against the corporation may be
served and shall perform all duties required of him by
statute..
7. The salaries of all Officers shall be fixed by the
Board of Directors and may be changed, from time to time,
by a majority vote of the Board.
8. Each of such Officers shall serve for a term of
one (1) year or until their successors are chosen and
qualified.
Officers may be re-elected or appointment for successive
annual terms.
9. The Board of Directors may appoint such other Officers
and Agents, as it shall deem necessary or expedient, 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.
32
10. Any Officer or Agent elected or appointed by the
Directors may be removed by the Directors whenever in
their judgment the best interest of the corporation would
be
served thereby, but such removal shall be without
prejudice
to the contract rights, if any, of the person so removed.
11. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise, may
be filled by the Directors for the unexpired portion
of the term.
ARTICLE V INDEMNIFICATION OF OFFICERS
AND DIRECTORS
The corporation shall indemnify any and all of its
Directors and Officers, and its former Directors and
Officers, or any person who may have served at the
corporation's request as a Director or Officer of another
corporation in which it owns shares of capital stock or of
which it is a creditor, against expenses actually and
necessarily incurred by them in connection with the
defense of any action, suit or proceeding in which they,
or any of them, are made parties, or a party, by reason of
being
or having been Director(s) or Officer(s) of the
corporation, or
of such other corporation, except, in relation to matters
as to
which any such Director or Officer or former Director or
Officer or person shall be adjudged in such action, suit
or
proceeding to be liable for negligence or misconduct
in the performance of duty. Such indemnification shall
not
be deemed exclusive of any other rights to which those
indemnified may be entitled, under By-Laws, agreement,
vote of shareholders or otherwise.
ARTICLE VI DIVIDENDS
The Directors may, from time to time, declare,
and the corporation may pay, dividends on its outstanding
shares in the manner and upon the terms and conditions
provided by Law.
33
ARTICLE VII WAIVER OF NOTICE
Unless otherwise provided by law, whenever
any notice is required to be given to any shareholder or
Director of the corporation under the provisions of
these By-Laws or under the provisions of
Articles of Incorporation, a waiver thereof in
writing, signed by the person or persons entitled to
such notice, whether before of after the time stated
therein,
shall be deemed equivalent the giving of such notice.
ARTICLE VIII AMENDMENTS
1. Any of these By-Laws may be amended by
a majority vote of the shareholders at any annual meeting
or at any special meeting called for that purpose.
2. The Board of Directors may amend the By-Laws
or adopt additional By-Laws, but shall not alter or
repeal any By-laws adopted by the shareholders
of the company.
CERTIFIED TO BE THE BY-LAWS OF :
Global Sight, Inc.
By: /s/ Lilian Cruz
Secretary
34
SIGNATURES
In accordance with Section 12 of the Securities
Exchange
Act of 1934, the small business issuer caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
GLOBAL SIGHT, INC.
(small business
issuer)
/s/ Jaak
Olesk
Jaak Olesk
Chairman of the Board,
President
Date May 14, 1999
35
