UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): FEBRUARY 22, 2000
PAYFORVIEW.COM CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-27161 91-1976310
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
575 MADISON AVENUE, 10TH FLOOR, NEW YORK, NY 10022
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(212) 605-0150
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
MAS ACQUISITION XVI CORP.
1710 E. DIVISION ST.
EVANSVILLE, IN 47711
(812) 479-7226
(FORMER NAME, ADDRESS AND TELEPHONE NUMBER)
<PAGE>
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Stock Exchange Agreement (the "Exchange Agreement") dated
as of February 22, 2000 between MRC Legal Services Corporation, a California
Corporation, which entity is the controlling shareholder of MAS Acquisition
XVI Corp. ("MAS XVI"), an Indiana corporation, and Payforview.com Corp.,
a Nevada corporation ("Payforview" or the "Company"), approximately 96.8%
(8,250,000 shares) of the outstanding shares of common stock of MAS Acquisition
XVI Corp. were exchanged for 335,000 shares of common stock of Payforview
in a transaction in which Payforview became the parent corporation of MAS
XVI.
The Exchange Agreement was adopted by the unanimous consent of the Board of
Directors of MAS XVI on February 22, 2000. The Exchange Agreement was
adopted by the unanimous consent of the Board of Directors of
Payforview on February 22, 2000. No approval of the shareholders of
Payforview or MAS XV is required under applicable state corporate law.
Prior to the merger, MAS XVI had 8,519,800 shares of common
stock outstanding of which 8,250,000 shares were exchanged for 335,000
shares of common stock of Payforview. By virtue of the exchange,
Payforview acquired 96.8% of the issued and outstanding common stock
of MAS XVI.
Prior to the effectiveness of the Exchange Agreement, Payforview
had an aggregate of 48,112,847 shares of common stock, par value $.0001,
issued and outstanding.
Upon effectiveness of the acquisition, Payforview had an aggregate of
48,782,847 shares of common stock outstanding.
The officers of Payforview continue as officers of Payforview
subsequent to the Exchange Agreement. See "Management" below. The officers,
directors, and by-laws of Payforview will continue without change.
A copy of the Exchange Agreement is attached hereto as an exhibit. The
foregoing description is modified by such reference.
(b) The following table sets forth certain information regarding
beneficial ownership of the common stock as of February 22, 2000 (prior to the
issuance of 770,000 shares pursuant to the Exchange Agreement and the
Consulting Agreement) by each individual who is known to the Company,
as of the date of this filing, to be the beneficial owner of more than
five percent of any class of Payforview's voting securities:
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Title of Name and address Amount and nature Percentage
class of beneficial of beneficial of class
Owner ownership(1)
Common Southampton Genetic 3,219,650 6.7%
Sciences, Inc.(2) (affiliate)
55 Frederick Street
Nassau, Bahamas
Common Argel Holdings, Ltd.(3) 3,120,250 6.5%
55 Frederick Street (affiliate)
Nassau, Bahamas
(1) Unless otherwise indicated, the Company believes that
all persons named in the above table have sole voting
and investment power with respect to all shares of
common stock beneficially owned by them.
(2) Nic Meredith, an officer and a director of the Company,
is under a management contract with Southampton Genetic
Sciences, Inc. to provide consulting services regarding
investment opportunities, and as such, may have
significant influence as to the voting of this
shareholder in matters regarding the Company.
(3) Warren Wayne, an officer and a director of the Company,
is under a management contract with Argel Holdings,
Ltd. to provide consulting services regarding
investment opportunities, and as such, may have
significant influence as to the voting of this
shareholder in matters regarding the Company.
The table below sets forth the ownership, as of the date of this
filing, by all directors and nominees, and each of the named executive
officers of the Company, and directors and executive officers of Payforview
as a group.
Title of Name and address Amount and nature Percentage
class of beneficial of beneficial of class
owner ownership
Common Marc A. Pitcher 0 0.0%
305-1188 Richards St. (affiliate)
Vancouver, BC V6B 3E6
Canada
Common Nicholas R.S. Meredith(2) 0 0.0%
Rosemount, Grange Road (affiliate)
Winchester, Hants
SO23 9RT
United Kingdom
Common Warren Wayne(2) 0 0.0%
7480 Reeder Road (affiliate)
Vancouver, BC
Canada
Common All Officers and 0 0.0%
Directors as a
Group
(1) Unless otherwise indicated, the Company believes that
all persons named in the above table have sole voting
and investment power with respect to all shares of
common stock beneficially owned by them.
(2) See notes 2 and 3 to the first chart above, regarding
management contracts of Nic Meredith and Warren Wayne.
<PAGE>
There are no agreements between or among any of the
shareholders which would restrict the issuance of shares in a
manner that would cause any change of control of Payforview.
There are no voting trusts, pooling arrangements or similar
agreements in place between or among any of the shareholders, nor
do the shareholders anticipate the implementation of such an
agreement in the near term.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration exchanged pursuant to the Exchange Agreement
was negotiated between representatives of the shareholders of MAS XVI
and the management of Payforview.
In evaluating Payforview as a candidate for the proposed acquisition,
MAS XVI used criteria such as the value of the assets of Payforview, its
Present stock price as set forth on the over-the-counter bulletin board,
Its internet business and other anticipated operations, and Payforview's
Business name and reputation. The shareholders of MAS XVI determined
that the consideration for the merger was reasonable.
(b) Payforview intends to continue its historical businesses and
proposed businesses as set forth more fully immediately below.
Description of Business.
PayForView.com is an Internet-based, diversified
entertainment company which was created to distribute movies,
music, live events and sports, directly to consumers on a
pay-for-view, Internet and retail basis.
Payforview will use existing and proprietary technology
gained through funding and marketing partnerships with Internet
and electronics companies to achieve its goal of allowing viewers
to view the movie or event of their choice in real time, at the
time they want, on their computer or television.
Payforview will also acquire, distribute and sell filmed
entertainment in the traditional manner through existing
relationships with distributors and content providers.
Payforview is in the process of acquiring content and
creating programming and broadcasting for Internet and
traditional distribution.
Payforview was organized on August 26, 1988, under the
name Sierra Gold Corporation and under the laws of the State of
Nevada. Payforview had no operations at that time and as such
was considered a development stage company.
Payforview commenced trading on the National Association
of Securities Dealers (NASD) OTC Bulletin Board on December 21,
1998 under the trading symbol SIRG.
On January 4th, 1999 the name of Payforview was changed
to PayForView.com under the trading symbol PAYV.
Recent Company History
Through an agreement to purchase Voyager International
Entertainment Inc. on January 5th, 1999, and subsequent
agreements with Reel Media, and other filmed content owners,
Payforview has acquired the foreign distribution and domestic
Internet broadcast and DVD rights to extensive motion picture and
video libraries. The more than 2500 titles either closed or being
negotiated to date include well-known silent films, classic
animation features and shorts, and a wide variety of motion
pictures and television programs.
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Company Objectives
Payforview plans to negotiate with other content
providers and distributors for the Internet broadcast and DVD
rights to other films, as well as for sports, live events,
business and educational programming content.
Strategic Alliances
Payforview plans to enter the marketplace through
alliances with entertainment and technology companies that will
provide elements needed for the completion of Payforview's
plans. These companies will include those providing Internet
related technical support, filmed or live programming, recorded
music and sports related footage. This creates a vertical
integration of entertainment-related products and Internet
expertise, which will establish a base of operations and cash
flow for Payforview.
The targets for Strategic Alliances are as follows:
1. Film/TV Production Companies
2. Technology Providers
3. Record Labels
4. Sporting Event/Management Companies
5. Broadband Service Providers
1. Film/TV Production Companies
Payforview has entered into agreements with
film/television production companies Avalon Films of Los Angeles,
Voyager Productions Ltd. of Vancouver and Reel Media
International of Dallas, which will supply Payforview with
filmed product. Through distribution of existing libraries and
other licensed property, management believes that Payforview
will be able to generate revenue in the short and long term.
Voyager Productions Ltd.
Voyager Productions Ltd. is a Vancouver-based film
production company in the business of "Road Housing" the
production of motion pictures. By taking advantage of the
Canadian Dollar, Canadian tax incentives and Vancouver's pool of
film production talent, Voyager Productions Ltd. can save
American producers significant amounts of money. Suitable
projects from Payforview and Aurora will be produced by
Voyager Productions. Voyager Productions Ltd. is headed by
securities and entertainment Lawyer Tyrol Russell, who has
practiced law with Vancouver's Russell & Dumoulin and the
national firm Lang, Michener, Lawrence & Shaw.
Reel Media International
Reel Media International is a Dallas, Texas-based company
which represents broadcast rights to 350 color films and 400
Classic black and white titles in it's catalog. The library
collection includes films starring Elizabeth Taylor, John
Travolta, Ingrid Bergman, Roger Moore, John Wayne and Lana
Turner, as well as hundreds of other stars.
Reel Media International provides Payforview with the
Internet broadcast rights to these films on an exclusive basis
allowing Payforview to develop and maintain a competitive
edge.
2. Technology Providers
Payforview's marketing plan is to provide online
entertainment through partnerships with Internet technology
leaders. To that end, Payforview is working with various
companies for technical joint ventures and service agreement to
provide essential streaming video and web casting services.
<PAGE>
InterVu
InterVu is a streaming media service provider working to
make the Internet a viable broadcast medium for entertainment,
business and education.
InterVu has the technical expertise to allow Payforview
to reliably deliver programming via the Internet. InterVu has
developed proprietary technology which allows Payforview to
manage broadcast streams in real time and gives Payforview
access to critical information about its video database and
streaming files.
With its own distributed broadcast network, InterVu can
provide Payforview with reliable and efficient connectivity
to the Internet using a premier Internet infrastructure built on
a high-speed backbone and high speed links to the Internet.
InGenius Multimedia
Payforview has entered into a license and development
agreement with Ottawa, Canada-based InGenius Multimedia. Under
the terms of the agreement, InGenius has agreed to license to the
registrant its "SofTV" web authoring software, and to design and
build an interactive streaming media website specifically for
Internet Broadcast.
3. Record Label
In order to take full advantage of the crossover potential
between film, television product and recorded music product, the
registrant has purchased Los Angeles-based Street Solid Records.
Street Solid Records
In 1997, Street Solid Records Inc. ("Street Solid") was
formed to develop, produce and market recorded music to the
worldwide market.
Overall, Street Solid Records can be characterized as a
developing independent record label specializing in urban music.
Street Solid currently owns 25 completed master recordings,
which represent 15 recording artists under contract. In addition
to owning the rights to the recordings, Street Solid owns the
publishing rights to all songs represented on those 25 albums.
Among those under contract are Father MC, Above The Law, and RBX.
An affiliation with Street Solid provides Payforview
access to national and international distribution for music
products as well as street promotion, press, radio promotion and
retail marketing. This creates sales activity for film
soundtracks, and provides additional support for film releases.
The founder and President of Street Solid Records is Jay
Warsinske. Mr. Warsinske has led the development of a number of
record labels and has assisted with the career development of
such artists as N.W.A., Run-DMC, Dr. Dre, Ohio Players, Eazy-E,
Roger & Zapp, Ice Cube, Eric B & Rakim, Ice-T, Cypress Hill,
Fugees, Mellow Man Ace, and dozens of other artists.
Capital Requirements
Payforview estimates initial capital requirements at
$10,000,000 for the following purposes:
1. Creation or acquisition of "Front End Technology" which
is the website and programming mechanism which will be the face
presented to subscribers. This includes the website design,
transaction and database programming, file distribution and links
to the web cast network;
<PAGE>
2. Digitizing and electronic storage of "first tier" films
from the library, plus acquisition and licensing of additional
content;
3. Securing of a multi-cast server network for streaming
video distribution;
4. Funding of the Street Solid Records, Voyager and film
sales business plans;
5. Operational and administrative expenses; and
6. Film Sales Marketing
Total Initial Requirement
Payforview has raised approximately $3,000,000 of the
above required amount and is in the process of seeking private
placements for the remainder.
The Product
Payforview is in the business of delivering
entertainment. Payforview operates in three separate elements
including the Entertainment Programming, the Delivery Method and
the Supporting Technology.
Entertainment Programming
The programs viewed on programming include a wide variety of
feature films, sports events, documentaries, music concerts and
videos and live events such as plays, dances and comedies. This
programming is acquired through specific license agreements with
the owners of these products, or created originally for the
registrant through Joint Ventures with film and television
production companies.
Delivery Method
Titles in Payforview's catalogue are delivered to the
end user through the Internet and through traditional Film
Licensing.
1. Internet
In order to view good quality film and video files over the
Internet, subscribers will require a cable modem or greater
bandwidth access. Research indicates that cable companies will
be the leading provider of residential broadband service,
capturing more than 80% of the market by 2002. By 2006 the
industry expects a total of 48.8 million North American
subscribers with high bandwidth access. (Al Nazarali & Associates
Market Research, January 1999).
The following table identifies current and expected trends
in the adoption of high bandwidth Internet access. These
high-end band width users represent computer users with the
capacity to use services provided by Payforview.
Year Cable Modem DSL Subscriber Total High
Users Users Bandwidth Users
1997 170,000 40,000 210,000
1998 350,000 90,000 440,000
1999 1,250,000 250,000 1,500,000
2000 1,600,000 400,000 2,000,000
2001 10,000,000 2,500,000 12,500,000
2002 12,800,000 3,200,000 16,000,000
<PAGE>
*Cable modem services are estimated to serve 80% of the broadband
market. The remaining 20% is served by DSL (Digital Subscriber
Line) services.
Supporting Technology
Along with providing customers access to entertainment
programming via the Internet, Payforview will also provide
the hardware to receive this programming at home, through a
personal computer or television. This hardware will be in the
form of a set top box, ("STB") similar to a cable decoder which
will convert the digital information to analogue so it can be
viewed on a standard television set. These units will be
required to access all of Payforview's online programming.
Market Analysis
Overview
Internet Commerce
The International Data Corporation estimates that 48 million
households in the U.S. have at least one personal computer. Of
this amount, roughly 75% or 36 million households are online.
Internet commerce is growing rapidly. Between now and 2003, an
estimated 30 million households will conduct commerce online for
the first time. (International Data Corporation).
In 1999, total U.S. online sales by consumers reached $8
billion. Worldwide online sales are expected to grow to $3.2
trillion by 2003. The average Internet shopper spent $629 for
goods and services in 1998, which is twice that of 1997.
Some 20% of all U.S. households have computers with Internet
access, and a further 53 million DVD or DVD equipped computers
will be accessible by 2002. (Forrester's Entertainment and
Technology Strategies). Currently, 86% of all U.S. households
have a VCR, and in 1997, the estimated video tape rental revenue
was $9.1 billion in the U.S. and another $1 billion throughout
the rest of North America. (Al Nazarali & Associates Market
Research, January 1999)
Payforview estimates second year market potential at
250,000 subscribers, growing to 1,000,000 by year three. These
figures are based on the potential of the current market in an
industry that is recording compounded annual growth in excess of
2.5% per month.
Online Entertainment
Research shows a large portion of Internet spending will be
for media goods and entertainment. Management believes that
positioning Payforview now through the acquisition of
additional content, and using the most current Internet
technology available, Payforview will be positioned to take
advantage of this online commerce trend.
Market Position
In planning a market intrusion, Payforview is looking to
begin by concentrating on a "Business to Business" professional
sales approach, followed closely by or implemented in tandem with
a general consumer marketing strategy. Success in either of the
two areas, although distinct and unique in themselves, will lead
to increased success in the other through brand recognition and
content availability.
<PAGE>
Bandwidth Islands
In the marketplace, we have identified companies, which we
describe as "Bandwidth Islands". These are organizations whose
primary business is the sale and service of bandwidth and related
services to end users, both residential and commercial. Each of
these Islands has a built in subscriber base, and instant access
through their database to the high bandwidth users which the
registrant is targeting. In effect, these Islands provide a safe
and friendly harbor in which to begin to conduct business away
from the open ocean of the wider marketplace.
In selling high bandwidth services to homes, one of the
challenges faced by the Islands is content. Consumers, while
attracted to the extra speed in Internet Surfing possible with
higher bandwidth, generally question the value of upgrading to
higher bandwidth at higher cost when to date, there is not enough
content on the net for which high bandwidth is required. Imagine
paying for cable on a monthly basis if you only got one or two
extra channels, and they were in black and white. Such is the
current state of the High Bandwidth arena.
Payforview will provide a "turnkey content package" to
these Islands. By collecting content and creating and perfecting
a delivery and tracking mechanism, Payforview will be able to
offer the Islands the content with which they will be able to
attract additional high band width customers, and keep the ones
they have on line and on Payforview's subscriber list.
Additionally, by retaining control of the content and delivery
system, Payforview could sell advertising during its
programming, thus offering the Island an additional source of
revenue.
The Entertainment Industry
No other industry can match the entertainment industry for
its high profile profit potential. It is expanding at a rate
never before seen. Five of the top 50 fifty entertainment
companies had revenues of over $10 billion and virtually every
company in the top fifty had revenues in the hundreds of millions
during 1996. (Variety Magazine Global Top 50 - August 31, 1997).
The continued growth in demand is expected to continue, due
to the ever expanding cable industry and the emerging markets in
Eastern Europe, hungry for Western product. The success of
Columbia Films' Men In Black, which grossed $750 million,
demonstrates the revenue potential of filmed entertainment,
including the merchandising and licensing opportunities. In 1996,
entertainment companies had combined revenues of $197 billion.
(Variety Magazine Global Top 50 - August 31, 1997). The
proliferation of cable and satellite networks has created new
ancillary markets for films and television to be sold worldwide.
These markets provide even more revenue than the traditional
distribution channels and have increased the demand for product
required to fill the schedules for these networks. The greatest
growth area in the industry remains the continually expanding
export market of North American entertainment products to the
rest of the world.
Secondary marketing of motion pictures has reached the point
where revenues from the above sources and foreign sales can
outstrip original box office figures.
Film Distribution
As in most businesses, the key to success in the film
entertainment industry is distribution. Accordingly, the
registrant intends to create a division designed to maximize the
library's income potential by identifying top titles and
merchandising opportunities through the sales of videocassettes,
DVDs and Special Edition boxed sets. Additionally, the
registrant will be able to assign, in whole or in part,
international distribution rights to portions of the library for
foreign territories.
<PAGE>
As international television, satellite, cable, video and DVD
markets grow, Payforview is positioned to take advantage of
these established and emerging market areas.
Through distribution of the existing library and other
licensed property, Payforview expects to be in a position to
generate revenue quickly.
Competition
The Internet broadcast industry is in its infancy.
Competitors such as Dallas based Broadcast.com have been
successful organizations by concentrating on the delivery of
professional services - becoming a fulfillment house for
companies who want to broadcast their content on the net. Others,
like New York based Simply TV are considering a broadcast
approach, such as simulcasting existing stations and content,
while Intertainer positions itself as a movie store on the net by
concentrating on the video rental market.
Payforview's approach differs from these through
diversification. By having Record Label, Sports alliances and a
Film Sales Acquisition Division, Payforview is in a position
to create revenue from the non-Internet sources while also
creating the very content it intends to broadcast on the
Internet. By including music, live events, sports, business and
educational programming, Payforview is creating a vertically
integrated approach to building a business. This will lend
further security to shareholders and set Payforview apart
from the competition.
Marketing Plan
Distribution Sales Strategy
Because of Payforview's focus on a wide range of markets
for filmed product distribution, the sales strategy includes
active representation at the international television product
trade shows, ongoing corporate presence in Los Angeles, Toronto,
New York and London, direct sales with international broadcasters
and strong post-market support.
The primary method of selling Payforview's film
libraries is representation at international trade shows. These
events provide for direct meetings and product pitches to
broadcasters plus opportunities to develop and continue new and
existing relationships with co-production partners. These "show
and tell" opportunities last four to five days and include a full
schedule of pre-booked meetings as well as active networking.
Advertising and Promotion
The advertising and promotion strategy is to position the
registrant as a leader in catalogue film distributor in the
market.
We will utilize the following media and methods to inform
our customers:
1. Primary business publications with high specific market
penetration in conjunction with trade shows.
2. Special, high-interest issues of major publications,
focusing on national press for Payforview rather than product
publicity.
Public Relations
During 2000, Payforview will focus on the following
publicity strategies:
<PAGE>
1. Contracting a publicist who will develop a sustained
public relations effort, with ongoing contact between key editors
and top-level personnel;
2. Developing a regular and consistent production update
program for the major target media;
3. Maintaining contact with editorial staff for the purpose
of being included in production listings;
4. Maintaining a complete company background on the
registrant to be used as the primary public relations tool for
all target media editorial contact.
Financial Plan
Revenue Streams
Payforview can generate revenue from the following
sources:
1. Internet Pay-For-View Distribution Rights and Retail
Sales
2. Assignment and Sales of Rights
3. Traditional Film Distribution/Sales
4. Street Solid/Sportsworldlive Revenue
5. Advertising sales including previews for theatrical
feature film releases and commercials attached to pay-for-view
films.
6. Data Base Management and Sales of demographic profile and
viewing habits of subscribers.
Payforview can realize revenue from the sales or
assignment of additional or international rights to Internet
broadcast and DVD production and traditional film sales almost
immediately.
Management's Discussion and Analysis or Plan of Operation.
Financial Condition
As of September 30, 1999, Payforview had received
approximately $327,000 in revenue, and has otherwise been
supported in its operations by private investments. The
investments are in the form of loans with no specific terms of
repayment or interest rate. The amount of the loans to date is
approximately $1,050,000.
Liquidity
Payforview expects an improvement in liquidity based on
anticipated sales in the third and fourth quarters and from
revenue derived from record sales at its subsidiary, Street Solid
Records. Additionally, revenues are expected from the sale of
advertising for specific Internet broadcast projects, such as
film festivals and live events.
In addition to expected revenue, recent private placement
commitments to fund the business plan of Payforview over the
next 18 to 24 months should also improve the liquidity of the
registrant.
<PAGE>
Capital Resources
Material commitments made in the first three quarters of
1999 include two short-term office leases, film rights
acquisition contracts and employment contracts. To date, funding
for these commitments has been through private financing.
PayForView.com/Voyager International Share Exchange.
On January 5th, 1999, Sierra Gold Corporation, which at the
same time changed its name to PayForView.com, acquired total
control of Voyager International Entertainment, Inc., a private
company, by issuing 3,096,280 of Payforview's shares in
exchange for 100% of the issued and outstanding shares of
Voyager, such that Voyager became a wholly-owned subsidiary of
Payforview. Voyager shareholders received 0.6 shares of the
registrant for each Voyager share held. A total of 2,596,280
restricted shares of Payforview's Common Stock have been
issued to Voyager shareholders, as well as 500,000 shares placed
into trust for agents and commission recipients. The transaction
has been treated as a reverse takeover for accounting purposes.
Under the terms of the purchase agreement between the
registrant and Voyager, 500,000 restricted shares of the
Company's Common Stock were placed in trust in January of 1999 as
a commission to be paid at an unspecified future date and upon
successful completion of the transaction. As of the date of this
filing, the ultimate recipient(s) of the commission and the total
value of the consideration are as yet undetermined. The Company
evaluated the commission at $0.50 per share, based upon the
market price on the date of closing, discounted by 50% to
encompass the restricted nature of the shares. No shares have
yet been released from trust.
Street Solid Records Purchase for Shares
In January of 1999, Payforview purchased 100% of the
issued and outstanding shares of Los Angeles-based rap and
hip-hop record label Street Solid Records through the issuance of
391,170 pre-split restricted shares (1,173,509 post-split) of the
Company's Common Stock, with a deemed value of $0.70 per share,
to Mr. Jay Warsinske, the sole owner of Street Solid. The
valuation was based upon the current business operations and
assets of Street Solid. The value associated with artists
contracts, rights to master recordings and existing distribution
contracts was determined to be $270,000. The value of fixed
assets, including office furniture and equipment, was $3,819.
Two-For-One Forward Stock Split
On January 15, 1999, Payforview completed a two-for-one
forward stock split.
Reel Media License
On February 19, 1999, Payforview entered into an
agreement with Dallas-based Reel Media for the exclusive Internet
broadcast rights to a motion picture library. The terms of the
deal included issuance by Payforview of 35,000 restricted
shares and payment of a license fee equal to 3% of gross revenue
received from Pay-For-View and advertising purchases. The deal
gave Payforview access to 750 films, television shows and
shorts for Internet broadcast. The 35,000 restricted shares had
a deemed value of $0.50 per share for acquisition purposes.
ITV.Net Services Agreement
On March 11, 1999, Payforview entered into a service
agreement with ITV.Net for the provision of Web Casting,
production and Streaming Media services for a live Internet event
from the Cannes Film Festival. The value of the contract was
$85,000, and was payable $40,000 up front and the balance,
including incidentals, after the production. Payforview paid
the down payment in cash, and after the event, negotiated with
ITV.Net to pay the $58,000 balance with 82,000 restricted shares
at a negotiated value of $0.70 per share.
<PAGE>
Bacchus Asset Purchase
On March 23, 1999, Payforview concluded an agreement,
negotiated in January, for the purchase of certain assets of the
Vancouver-based film development company, Bacchus Entertainment.
In exchange for 675,000 restricted shares of the Company's Common
Stock and an agreement by Payforview to continue to invest in
current projects, Payforview received the exclusive rights to
a motion picture in development and the expertise and services of
the Principals of Bacchus. The value of the Bacchus assets was
determined to be approximately $337,500 and the restricted shares
were issued, subject to completion of due diligence by the
registrant, with a deemed value of $0.50 per share.
Sage Consulting Agreement
On March 29, 1999, Payforview contracted the motion
picture and programming consulting services of Sage Entertainment
of New York. The contract called for the services of Sage to be
provided from time to time at Payforview's option for the
purposes of evaluating content licensing agreements and for the
inspection of content to be acquired by Payforview. The
value of Sage's services was set at $1,000.00 per month for
ongoing consulting and $2,000 in advance as a retainer. For
payment of the retainer, Payforview issued 1,000 restricted
shares with a deemed value of $2.00 per share. No monthly
payments have been made at this time.
Three-for-Two Forward Stock Split
On April 9, 1999 Payforview declared a three-for-two
forward stock split.
Sportsworld Live
On April 14, 1999, Payforview concluded an agreement,
negotiated in January, with Australian media company Sportsworld
Network PTY Limited for the Internet broadcast rights to a
library of hundreds of hours of sports-related shorts and
highlights and rights to future content as it is produced by
Sportsworld. The terms of the agreement included the issuance by
Payforview of 25,000 restricted shares of Payforview and
payment of a license fee equal to 8% of gross revenue received by
Payforview from distribution and advertising purchases. To
date, Payforview has paid to Sportsworld 25,000 shares of the
Company's restricted Common Stock with a deemed value of $0.50
per share.
William Stuart Consulting Agreement
In May 1999, Payforview signed a consulting agreement
with William Stuart of Los Angeles for the provision of advice
and expertise related to the Motion Picture Industry. Bill
Stewart is an experienced motion picture producer, with dozens of
films, including the 1996 hit "The Rock", to his credit. The
value of ongoing consulting by William Stuart was set at
$250,000. Payforview issued 333,333 restricted shares to
William Stuart, at a deemed value of $0.75 per share, based upon
then-current market pricing, discounted by the restricted nature
of the shares and the contingencies inherent to the agreement.
InGenius Multimedia
On August 17, 1999, Payforview entered into a license
and development agreement with Ottawa, Canada-based InGenius
Multimedia. Under the terms of the agreement, InGenius agreed to
license to Payforview its "SofTV" web authoring software, and
to design and build an interactive streaming media site
specifically for Internet Broadcast. The initial stage of
development called for the payment of $200,000 in fees for
services to InGenius, with $100,000 payable in cash and $100,000
payable in restricted stock. To date, Payforview has paid
InGenius $50,000.00 in cash as a retainer and 200,000 shares of
the Company's Common Stock with a deemed value of $0.50 per
share.
<PAGE>
William Mutual Consulting Agreement
In August 1999, Payforview signed a consulting agreement
with William Mutual of Vancouver, Canada for the provision of
ongoing advice and expertise related to Streaming Media
technology. William Mutual's company, ITV.Net, is a leader in
the Streaming Media industry, and provides services to leading
internet companies. For ongoing consulting services, the value
of Mr. Mutual's services was set at $50,000. Payforview
issued 25,000 restricted shares to William Mutual, with a deemed
value of $2.00 per share.
BSD Debenture and Subscription Agreement
In June 1999, Payforview entered into a 2% series A
senior subordinated convertible redeemable debenture and a
separate securities subscription agreement for the purchase of
the Debenture with BSD Holdings Ltd., a Texas-based investor.
The debenture was valued at $1,000,000, and had a conversion
price equal to 75% of the closing bid price of the Common Stock
of Payforview on the day immediately preceding the date of a
notice of conversion to Payforview from BSD. The
subscription agreement was executed under Rule 504 of Regulation
D, and gave BSD the option to purchase some or the entire
debenture up to a maximum of $1,000,000.
Between June 1999 and September 1999, BSD elected to convert
$600,000 of the debenture. A total of 600,000 shares have been
issued to BSD under the original terms of the debenture.
Acquisition of MAS XVI Consulting Agreement
On February 22, 2000 the Company entered into a consulting agreement between the
Company and the following individual professional persons who acted as
consultants to the Company: M. Richard Cutler, Brian A. Lebrecht, Vi Bui, James
Stubler, and Samuel Eisenberg for services involving consultation, advice and
counsel with respect to the negotiation and completion of the stock exchange
between Payforview and MAS XVI. In addition to cash compensation, the
agreement calls for issuance of a total of 335,000 shares of Payforview
to be issued to the consultants together with an obligation for the Company
to register such shares on Form S-8 at Payforview's sole expense.
Property
The Company presently maintains offices at two locations, in
Vancouver, British Columbia and New York, New York. The business
office in Vancouver is located at the Guinness Business Centre,
Suite 300, Guinness Tower, 1055 West Hastings Street, Vancouver,
British Columbia V6E 2E9. The Vancouver office consists of
approximately 1,000 square feet, leased at $3,300 per month, with
a six-month lease and an option to renew for additional six-month
intervals. The New York office, presently located at 575
Madison Avenue, 10th Floor, New York, New York 10022, consists of
approximately 300 square feet, with a renewable three-month
lease. This office is a temporary location while the Company
seeks more suitable long-term office space.
Market Price of and Dividends on the Registrant's Common Equity
and Other Shareholder Matters.
<PAGE>
Market Information
The Company's common stock is presently quoted on the OTC
Bulletin Board of the NASD under the ticker symbol "PAYVE".
However, there is currently no "established trading market" for
the Company's common stock, and no assurance can be given that
any current market for the Company's common stock will develop or
be maintained. For any market that develops for the Company's
common stock, the sale of "restricted securities" (common stock)
pursuant to Rule 144 of the Securities and Exchange Commission by
members of management, or any other person to whom any such
securities may be issued in the future may have a substantial
adverse impact on any such public market. A minimum holding
period of one year is required for resales under Rule 144, along
with other pertinent provisions, including publicly available
information concerning the Company; limitations on the volume of
"restricted securities" which can be sold in any 90 day period;
the requirement of unsolicited broker's transactions; and the
filing of a Notice of Sale of Form 144. There are approximately
9,622,717 restricted shares of the Company eligible for trading
as of the date of this filing.
The following quotations were provided by the National
Quotation Bureau, LLC, and do not represent actual transactions;
these quotations do not reflect dealer markups, markdowns or
commissions.
STOCK QUOTATIONS*
CLOSING BID
-----------------------
Quarter ended: High Low
- -------------- ---- ---
January 31, 2000 1.14 0.35
December 31, 1999 0.63 0.12
September 30, 1999 1.75 0.375
June 30, 1999 (2) 7.25 1.25
March 31, 1999 (1) 3.9375 1.0625
(1) Effective January 15, 1999, the Company instituted a 2-
for-1 forward stock split of its Common Stock.
(2) Effective April 9, 1999, the Company instituted a 3-for-
2 forward stock split of its common stock.
With the exception of the 300,000 warrants held by
Swartz Private Equity, there is currently no Common Stock of the
Company which is subject to outstanding options or warrants to
purchase.
There are currently over 9,000,000 shares of the
Company's Common Stock which are eligible to be sold under Rule
144 of the Securities Act of 1933 as amended or that the
registrant has agreed to register for sale by security holders.
There is currently no common equity that is being or
is proposed to be publicly offered by Payforview, the
offering of which could have a material effect on the market
price of the issuer's common equity.
As of January 31, 2000, the Company had approximately 176
shareholders of record.
<PAGE>
The securities of the Company will be considered low-priced
or "designated" securities under rules promulgated under the
Exchange Act. Penny Stock Regulation Broker-dealer practices in
connection with transactions in "Penny Stocks" are regulated by
certain rules adopted by the Securities and Exchange Commission.
Penny stocks generally are equity securities with a price of less
than $5.00 (other than securities registered on certain national
securities exchanges or quoted on the NASDAQ system). The penny
stock rules require a broker-dealer, prior to a transaction in a
penny stock not otherwise exempt from the rules, to deliver a
standardized risk disclosure document that provides information
about penny stocks and the risk associated with the penny stock
market. The broker-dealer must also provide the customer with
current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the
transaction, and monthly account statements showing the market
value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a
transaction in a penny stock, the broker-dealer must make a
written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may
have the effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny
stock rules. When the Registration Statement becomes effective
and the Company's securities become registered, the stock will
likely have a trading price of less than $5.00 per share and will
not be traded on any national exchanges. Therefore, the
Company's stock will become subject to the penny stock rules and
investors may find it more difficult to sell their securities,
should they desire to do so.
The Company has not paid any dividends to date. In
addition, it does not anticipate paying dividends in the
immediate foreseeable future. The Board of Directors of the
Company will review its dividend policy from time to time to
determine the desirability and feasibility of paying dividends
after giving consideration to the Company's earnings, financial
condition, capital requirements and such other factors as the
board may deem relevant.
The Company intends to furnish its shareholders with annual
reports containing audited financial statements and such other
periodic reports as the Company may determine to be appropriate
or as may be required by law. Upon the effectiveness of this
Registration Statement, the Company will be required to comply
with periodic reporting, proxy solicitation and certain other
requirements by the Securities Exchange Act of 1934.
The Company's Transfer Agent for its shares of voting Common
Stock is Transfer Online, 227 SW Pine Street, Suite 300,
Portland, Oregon 97204.
MANAGEMENT
DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth the names and ages of the current directors
and executive officers of Payforview who will remain so with the combined
entity,
their principal offices and positions and the date each such person became a
director or executive officer.
All directors are elected annually by the shareholders and
hold office until the next annual general meeting of shareholders
or until their successors are duly elected and qualified, unless
they sooner resign or cease to be directors in accordance with
the Articles of Incorporation of the Registrant. Executive
officers are appointed and serve at the pleasure of the Board of
Directors.
The following persons are the current directors and
executive officers of the Company:
MARC A. PITCHER - President, Chief Operating Officer and Director
Date Position Commenced: January 4th, 1999
Term of Office: One Year
Address:305-1188 Richards Street, Vancouver, BC V6B 3E6, Canada
Age: 32
January 4 1999 - Present, PayForView.com, Internet Company,
President. August 1998 - October 1999, Professional Business
Interiors, Interior Design/Construction Project Manager; June
1992 - May 1998, Future Business Center, Commercial Office
Leasing, partner, operations manager.
<PAGE>
NICHOLAS R. S. MEREDITH - Vice President, Finance and Director
Date Position Commenced: January 4th, 1999
Term of Office: One Year
Address: Rosemount, Grange Road, Winchester, Hants, SO23 9RT, UK
Age: 39
January 1999 - Present; PayForView.com, Internet Company, Vice
President Finance; February 1998 - January 1999, Voyager
International Entertainment, Film Production, Chief Executive
Officer; January 1996 - October 1999, BTV Productions Inc., Film
Production company, President; January 1995 - January 1996,
Global Financial Services, Finance Consultant.
WARREN WAYNE - Vice President, Content and Acquisitions and
Director
Date Position Commenced: January 4th, 1999
Term of Office: One Year
Address: 7480 Reeder Road, Richmond, BC, Canada
Age: 38
January 1999 - Present, PayForView.com, Internet company; VP
Finance; February 1998 - January 1999, Voyager International
Entertainment; Film Production, Chief Operating Officer; June
1997 - February 1998, Wassermann Investments Holding Co.,
consultant; September 1985 - June 1997, Self Employed, Film
Production.
There are no significant employees who are not described as
executives above, and there are no family relationships among
directors, executive officers or any nominees to these positions.
During the past five years, no present or former director,
executive officer or person nominated to become a director or an
executive officer of the Company:
(1) was a general partner or executive officer of any
business against which any bankruptcy petition was filed, either
at the time of the bankruptcy or two years prior to that time;
(2) was convicted in a criminal proceeding or named subject
to a pending criminal proceeding (excluding traffic violations
and other minor offenses);
(3) was subject to any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining,
barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; or
(4) was found by a court of competent jurisdiction (in a
civil action), the Securities and Exchange Commission or the
Commodity Futures Trading Commission to have violated a federal
or state securities or commodities law, and the judgment has not
been reversed, suspended or vacated.
<PAGE>
EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------- ----------------------------------------
Name and Year Salary($) Bonus($) Other Restricted Securities All other
Principal annual stock awards underlying compensation
position compensation options/SARs ($)
(Medical) (#)
----------------------------------------------------------------------------------------------
Marc A. 2000 60,000 20,000 6,000 0 0 0
Pitcher 1999 60,000 20,000 6,000 0 0 0
(President,
COO & Director)
Nicholas R.S. 2000 60,000 20,000 6,000 0 0 0
Meredith 1999 60,000 20,000 6,000 0 0 0
(Vice President
& Director)
Warren Wayne 2000 60,000 20,000 6,000 0 0 0
(Vice 1999 60,000 20,000 6,000 0 0 0
President
& Director)
</TABLE>
No cash compensation, deferred compensation or long-term
incentive plan awards were issued or granted to the Company's
management during the period ended December 31, 1999, except as
set forth in the Summary Compensation Table. Further, no member
of the Company's management has been granted any option or stock
appreciation rights; accordingly, no tables relating to such
items have been included within this Item.
There are no employment contracts, compensatory plans or
arrangements, including payments to be received from the Company,
with respect to any director or executive officer of the Company
which would in any way result in payments to any such person
because of his or her resignation, retirement or other
termination of employment with the Company or its subsidiaries,
any change in control of the Company, or a change in the person's
responsibilities following a change in control of the Company.
Long-Term Compensation
As at December 31, 1999, being a date within 135 days of
this Registration Statement, Payforview had no Long Term
Compensation plans or agreements with any of its officers or
directors.
Employment Contracts
On January 4, 1999, Payforview executed contracts for
three key management employees, Marc Pitcher, President, Nic
Meredith, VP Finance and Warren Wayne, VP Licensing and
Acquisition. The remuneration for each is as follows:
Marc Pitcher - Term of contract one year. Annual salary $60,000.
Monthly Vehicle allowance of $500. Bonus of $20,000 upon receipt
by the Company of financing not introduced by an outside third
party of between $2 Million and $10 Million. Bonus of $50,000
upon receipt by the Company of financing not introduced by an
outside third party of more than $10 Million.
Nic Meredith - Term of contract one year. Annual salary $60,000.
Monthly Vehicle allowance of $500. Bonus of $20,000 upon receipt
by the Company of financing not introduced by an outside third
party of between $2 Million and $10 Million. Bonus of $50,000
upon receipt by the Company of financing not introduced by an
outside third party of more than $10 Million.
Warren Wayne - Term of contract one year. Annual salary $60,000.
Monthly Vehicle allowance of $500. Bonus of $20,000 upon receipt
by the Company of financing not introduced by an outside third
party of between $2 Million and $10 Million. Bonus of $50,000
upon receipt by the Company of financing not introduced by an
outside third party of more than $10 Million.
Fraser Barnes - No fixed term of contract. Annual salary
$55,000. Reimbursement of reasonable and necessary expenses.
<PAGE>
Option Agreements
In January of 1999, the Board of Directors of the Company
approved, through a director's resolution, the creation of an
employee option plan. The Company intends to implement an
employee option plan in the near future; however, as of the date
of this filing, no employee option plan has been implemented.
RISK FACTORS
Payforview does not have any significant operating
history upon which to evaluate its future performance. As there
is no lengthy history of operations, investors will be unable to
assess future operating performance or future financial results
or condition by comparing these criteria against their past or
present equivalents. No revenues have been received as yet and no
services have actually been delivered to any customers.
Future revenues are expected to be derived from the sale of
media content on its websites and from commissions on electronic
commerce transactions between viewers and advertisers. The
registrant will only be able to attract content providers or
advertisers to its websites if it can develop and maintain a
viewer base of sufficient size and economic means to offer
prospective content providers and advertisers meaningful
marketing opportunities for their products and services.
Payforview expects to incur losses on both a quarterly
and an annual basis for the foreseeable future and cannot assure
investors of ever achieving profitability.
Payforview's success will depend upon market acceptance
of streaming technology as an alternative to broadcast
television. Without streaming technology, viewers proposed
on-demand programming would not be able to initiate playback
until the programming was downloaded in its entirety, resulting
in significant waiting times.
The acceptance of streaming technology will depend upon a
number of factors, including:
* market acceptance of streaming players such as
Microsoft's Windows Media Player and RealNetworks' RealPlayer
* technological improvements to the Internet
infrastructure, such as an increase in generally available
bandwidth, to allow for improved video and audio quality and a
reduction in Internet usage congestion.
* the ability of Internet users to acquire sufficient
skill and experience to download and operate streaming players.
* reconfiguration of older Web browsers to handle the
inclusion of streaming players.
Payforview anticipates deriving revenues from the sale
of various types of content, generally created by third parties,
over the Internet. Internet product delivery, particularly
utilizing streaming video technology, is a new and rapidly
evolving industry whose demand and market acceptance has not as
yet been proven. Furthermore, standards have not as yet been
widely accepted for the measurement of the effectiveness of
Web-based media services delivery.
Payforview's ability to generate revenue will depend
upon a number of factors, including:
* pricing of content delivered by other websites.
* the amount of traffic on our proposed websites.
<PAGE>
* the ability of Payforview to demonstrate user
demographic characteristics that are attractive to content
providers.
* the establishment of desirable production and programming
relationships.
Acceptance of the Internet among content providers,
distributors, studios, television networks, such as sports
programmers and advertising agencies will also depend to a large
extent on the level of Internet use by consumers and upon growth
in the commercial use of the Internet. Because global commerce
and the online exchange of information is new and evolving, we
are unable to predict with any assurance whether the Internet
will prove to be a viable commercial marketplace in the long
term. Prospective revenues would be adversely affected if
widespread commercial use of the Internet does not develop or is
substantially delayed, or if the Internet does not develop as an
effective and measurable advertising medium.
In addition to media content delivery and advertising,
another intended source of revenue is from electronic commerce
tie-ins. E-commerce has only recently begun to develop and is
rapidly evolving. As is typical in a new and rapidly evolving
industry, demand and market acceptance for recently introduced
services and products are subject to uncertainty. Consumer
satisfaction from shopping over the Internet has been mixed,
there is no assurance that e-commerce will continue to grow. The
registrant's ability to derive revenues from arrangements with
e-commerce businesses and to deliver acceptable programming
content will depend upon a number of factors including:
* acceptance by the general public of the Internet as a
convenient and safe shopping forum.
* the offer of quality products at competitive prices.
* Payforview's ability to attract viewers and direct
such viewers to its e-commerce business tie-ins.
At present, prospective viewers can download streaming
software off the Internet, in most instances at no charge. There
is no assurance that streaming software will continue to be made
available to the public free of charge. If users are charged to
acquire streaming software, streaming technology may not be
widely accepted by Internet users.
Internet infrastructure failures or disruptions caused by
increased traffic on the Web, may result in technical
difficulties. Vandalism or acts of God, among other factors, may
impede Payforview's ability to transmit streaming video
content to viewers. Repeated failures or disruptions may result
in viewer dissatisfaction with the Internet as a viewing medium,
which may lead to a diminution of Payforview's viewer base
and a resultant impairment of Payforview's ability to
generate advertising and e-commerce transaction revenues.
Payforview will have to rely on local and long-distance
telecommunications companies to provide data communications
capacity. These providers may experience service disruptions or
have limited capacity, which could disrupt the provision of
streaming video content to viewers. Payforview may not be
able to replace or supplement these services on a timely basis,
if at all. In addition, because Payforview must rely on
third-party telecommunications services providers for connection
to the Internet, Payforview may not be able to control
decisions regarding the availability of, or our access to,
services at any given time.
<PAGE>
Payforview's success will depend to a large degree upon
the efforts of its management, technical and marketing personnel.
Payforview's success will also depend on its ability to
attract and retain additional qualified management, technical and
marketing personnel. Hiring employees with the combination of
skills and attributes required to carry out the strategy is
extremely competitive. The loss of the services of key personnel
together with an inability to attract qualified replacements
could adversely affect prospective growth.
Payforview will compete for both viewers and advertisers
with numerous larger and well-financed companies. These include:
* other websites, Internet access providers and Internet
broadcasters that provide content to attract users.
* Online services, other website operators and
advertising networks, as well as traditional media such as
television. Radio and print for a share of available media
content suitable for distribution via the Internet, and for
advertisers' total advertising budgets.
* traditional media such as broadcast television, cable
television, radio and print with international content.
To compete successfully, Payforview will have to provide
sufficiently compelling and popular content to generate users and
support advertising intended to reach such users. Payforview
believes that the principal competitive factors in attracting
Internet users include the quality of service and the relevance,
timeliness, depth and breadth of content and services offered.
Payforview also expects to compete with online services,
other website operators and advertising networks, as well as
traditional media such as television, radio and print for a share
of advertisers' total advertising budgets.
The principal competitive factors for attracting advertisers
include:
* the number of users accessing Payforview's websites.
* the demographics of prospective users.
* Payforview's ability to deliver focused programming
and advertiser interactivity through its websites.
* the overall cost-effectiveness and value of advertising
on Payforview's network.
* Payforview's ability to achieve recognition of the
PayForView.com name.
Payforview's intended establishment of operations in
foreign countries and hiring freelance media providers will
entail significant expenditures and some knowledge of each
country's national and local laws, including tax and labor laws.
Furthermore, there are certain risks inherent in conducting
business internationally, including, among others, regulatory
requirements, legal uncertainty regarding liability, difficulties
in staffing and managing foreign operations, longer payment
cycles, different accounting practices, currency exchange rate
fluctuations, tariffs and other trade barriers, political
instability and potentially adverse tax consequences, any of
which could adversely affect growth opportunities.
Copyrights, trade secrets and similar intellectual property
are significant to Payforview's growth and success. The
registrant relies upon a combination of copyright and trademark
laws, trade secret protection, confidentiality and non-disclosure
agreements and contractual provisions with its employees and with
third parties to establish and protect proprietary rights. The
registrant has applied for federal trademark protection for
"PayForView.com" and intends to apply for federal trademark
protection for all domain names used in the PayForView.com
network. Legal standards relating to the validity, enforceability
and scope of protection of certain proprietary rights in
Internet-related industries are uncertain and still evolving. The
registrant is unable to assure investors as to the future
viability or value of any of its proprietary rights or those of
other companies within the industry. Payforview is also
unable to assure investors that the steps taken to protect
proprietary rights will be adequate. Furthermore, Payforview
can have no assurance that its proposed business activities will
not infringe upon the proprietary rights of others, or that other
parties will not assert infringement claims against the
registrant.
<PAGE>
Payforview will require substantial additional financing
in order to expand its network offerings beyond the initial
venues, and to become a meaningful competitor in the Internet
broadcast industry. There is no assurance that such financing
will be available. Moreover, if additional capital is raised
through borrowing or other debt financing, this would incur
interest expense.
Although there are currently few laws and regulations
directly applicable to the Internet it is likely that new laws
and regulations will be adopted in the United States and
elsewhere covering issues as music licensing, copyrights,
privacy, pricing, sales taxes and characteristics and quality of
internet services. The adoption of restrictive laws and
regulations could slow Internet growth or its use as a commercial
or advertising medium.
Year 2000 Disclosure.
The Year 2000 issue is the potential for system and
processing failures of date-related data and the result of
computer-controlled systems using two digits rather than four to
define the applicable year. For example, computer programs that
have time-sensitive software may recognize a date using "00" as
the year 1900 rather than the year 2000. This could result in
system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability
to process transactions. As of the date of this filing, this
risk has been a non-issue and neither Payforview nor any of
its hardware or software suppliers has experienced any system
failures or disruptions caused by the Year 2000 issue. There were
no costs to Payforview associated with this issue.
Potential de-listing of common stock
We may be de-listed from the OTC bulletin board. NASD Eligibility Rule 6530
issued on January 4, 1999, states that issuers who do not make current
filings pursuant to Sections 13 and 15(d) of the Securities Act of 1934 are
ineligible for listing on the OTC bulletin board. Issuers who are not current
with such filings are subject to de-listing according to a phase-in
schedule depending on each issuer's trading symbol as reported on January 4,
1999. Our trading symbol on January 4, 1999 was PAYV. Therefore, under
the phase-in schedule, our common stock is subject to de-listing on March 7,
2000. One month prior to our potential de-listing date, our common stock
had its trading symbol changed to PAYVE.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Successor Issuer Election.
Upon execution of the Exchange Agreement and delivery of the Payforview
shares to
<PAGE>
the shareholders of MAS XVI, pursuant to Rule 12g-3(a) of the General Rules and
Regulations of the Securities and Exchange Commission, Payforview became the
successor issuer to MAS XVI for reporting purposes under the Securities
Exchange Act of 1934 and elected to report under the Act effective
February 22, 2000.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
1. PayForView.com Corp. Consolidated Interim Financial
Statements January 1, 1999 - September 30, 1999
2. Voyager International Entertainment Inc. Audited Consolidated
Financial Statements from incorporation on April 6, 1998
to December 31, 1998
3. Sierra Gold Corporation Audited Financial Statements
December 31, 1998; December 31, 1997; December 31, 1996
PAYFORVIEW.COM, CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
<S> <C> <C>
(Audited)
September 30, December 31,
1999 1998
----------- -----------
ASSETS
Current
Accounts receivable $ 86,242 $ -
Prepaid expenses and deposits 350,337 2,802
Due from related parties - 7,648
----------- -----------
436,579 10,450
Capital assets (Note 4) 14,066 7,025
Goodwill (Note 5) 3,439 -
Licenses and rights (Note 6) 547,208 -
----------- -----------
$1,001,292 $ 17,475
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and
accrued liabilities $ 832,570 $ 82,893
Loan payable (Note 8) 1,046,763 59,418
----------- -----------
1,879,333 142,311
----------- -----------
Stockholders' equity
Capital stock (Note 10)
Authorized
100,000,000 common shares with
a par value of $0.0001
Issued
17,810,722 common shares
(December 31, 1998 - 4,327,131) 1,781 4,327
Additional paid in capital 2,209,547 146,365
Stock subscriptions receivable (50) -
Deficit, accumulated during
the development stage (3,089,319) (275,528)
----------- -----------
(878,041) (124,836)
----------- -----------
$ 1,001,292 $ 17,475
=========== ===========
</TABLE>
History and organization of the Company (Note 1)
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative
Amounts
From Period From
Incorporation Incorporation
on April 6, Nine Month on April 6,
1998 to Period Ended 1998 to
September 30, September 30, September 30,
1999 1999 1998
----------- ----------- -----------
REVENUE $ 327,138 $ 327,138 $ -
COST OF SALES 679,820 679,820 -
----------- ----------- -----------
OPERATING LOSS (352,682) (352,682) -
----------- ----------- -----------
EXPENSES
Advertising and promotion 601,218 601,218 -
Amortization 95,345 93,446 1,266
Commissions (Note 7a) 262,250 262,250 -
Consulting fees 452,419 441,639 10,780
Corporate relations 42,608 - 42,608
Interest 10,762 10,762 -
Management fees 159,525 150,525 -
Office and general 107,878 79,746 22,989
Professional fees 117,574 85,663 18,523
Recording expenses 14,924 - 14,924
Rent 96,336 67,321 19,511
Royalties 143,000 143,000 -
Telephone 49,887 44,581 3,537
Transfer agent 10,901 10,901 -
Travel 185,654 177,349 8,305
Wages and benefits 13,648 - 10,583
Web-site development 105,208 105,208 -
Write-off of licenses and rights 80,000 - 30,000
Write-off of receivable 187,500 187,500 -
----------- ----------- -----------
(2,736,637) (2,461,109) 183,026
----------- ----------- -----------
Loss for the period $(3,089,319) $(2,813,791) $ (183,026)
=========== =========== ============
Basic and fully diluted loss per share $ (0.18) $ (0.08)
============ ============
Weighted average shares outstanding 15,441,869 2,282,443
=========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Deficit
Accumulated
Common Shares Issued Additional Stock During the
------------------------- Paid in Subscription Development
Number Amount Capital Receivable Stage Total
_________ __________ ___________ _____________ _____________ _____________
Balance, April 6, 1998 - $ - $ - $ - $ - $ -
Capital stock of Voyager
International
Entertainment Inc.
issued for services 3,800,000 3,800 34,200 $ - - 38,000
Capital stock of Voyager
International
Entertainment
Inc. issued for
acquisition of Voyager
Film Sales Inc. 200,000 200 - - - 200
--------- -------- -------- ----------- -------- --------
Capital stock of Voyager
International
Entertainment Inc.
issued for cash 327,131 327 112,165 - - 112,492
Loss for the period - - - - (275,528) (275,528)
--------- -------- -------- ----------- ------------- -----------
Balance,
December 31, 1998 4,327,131 4,327 146,365 - (275,528) (124,836)
Capital stock of Voyager
International
Entertainment Inc. (4,327,131) - - - - -
Capital stock of
Payforview.com Corp.
at January 5, 1999 3,750,000 375 625 - - 1,000
Adjustment for
par value - (4,327) 4,327 - - -
Issuance of shares for
acquisition of Voyager
International
Entertainment
Inc. (Note 7a) 7,788,840 779 1,817 - - 2,596
Issuance of shares for
commission on acquisition
of Voyager International
Entertainment Inc.
(Note 7a) 1,500,000 150 249,850 - - 250,000
Issuance of shares for
acquisition of Street
Solid Records Inc.
(Note 7b) 1,173,509 117 273,702 - - 273,819
Issuance of shares for
acquisition of licenses
and rights (Note 6) 1,102,500 110 367,390 - - 367,500
Issuance of shares
for services 759,833 76 479,924 - - 480,000
Issuance of shares
for debt 95,500 10 61,290 - - 61,300
Issuance of shares
for cash 540,540 54 99,946 - - 100,000
Issuance of shares on
conversion of
convertible
debentures 600,000 60 599,540 - - 600,000
Shares subscribed
for cash 500,000 50 - (50) - -
Share issuance costs - - (75,629) - - (75,629)
Loss for the period - - - - (2,813,791) (2,813,791)
--------- -------- -------- ----------- ------------ -----------
Balance at September 30,
1999 17,810,722 $ 1,781 $2,209,547 $ (50) $ (3,089,319) $ (878,041)
=========== ======== ========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Cumulative
Amounts
From Period From
Incorporation Incorporation
on April 6, Nine Month on April 6,
1998 to Period Ended 1998 to
September 30, September 30, September 30,
1999 1999 1998
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(3,089,319) $(2,813,791) $ (183,026)
Items to reconcile loss to cash
from operating activities
Amortization 95,345 93,446 1,266
Issuance of common stock
for services 518,000 480,000 38,000
Issuance of common stock
for commission 250,000 250,000 -
Changes in other operating assets
and liabilities
Increase in accounts receivable (86,242) (86,242) -
Increase in prepaid expenses
and deposits (350,337) (347,535) (2,802)
Decrease (increase) in due
from related party 200 7,648 (21,467)
Increase in accounts payable
and accrued liabilities 893,420 810,527 55,043
----------- ----------- -----------
Net cash used in operating
activities (1,768,933) (1,605,947) (112,986)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of capital assets (14,693) (5,769) (8,924)
----------- ----------- -----------
Net cash used in investing
activities (14,693) (5,769) (8,924)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital stock issued for cash 212,492 100,000 112,492
Share issuance costs (75,629) (75,629) -
Proceeds from loan payable 1,046,763 987,345 9,418
Proceeds from convertible
debenture 600,000 600,000 -
----------- ----------- -----------
Net cash provided by financing
activities 1,783,626 1,611,716 121,910
----------- ----------- -----------
Cash, end of period $ - $ - $ -
----------- ----------- -----------
Cash paid during the period
for interest $ 11,149 $ 10,762 $ 387
----------- ----------- -----------
Cash paid during the period
for income taxes $ - $ - $ -
----------- ----------- -----------
</TABLE>
Supplemental disclosure for non-cash operating, financing
and investing activities (Note 12)
The accompanying notes are an integral part
of these consolidated financial statements.
<PAGE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
SEPTEMBER 30, 1999
1. ORGANIZATION OF THE COMPANY
Payforview.com Corp ("the Company") was incorporated on
August 26, 1988. On January 4, 1999, the Company changed its
name from Sierra Gold Corporation to Payforview.com Corp.
On January 5, 1999, the Company issued 2,596,280 (7,788,840
post split) common shares at par value for all the issued
and outstanding shares of Voyager International
Entertainment Inc. ("Voyager"). In January 1999, the Company
issued 391,170 (1,173,509 post split) common shares at par
value for all the issued and outstanding shares of Street
Solid Records Inc. On January 15, 1999 the Company
implemented a two for one forward stock split. On April 9,
1999 the Company implemented a three for two forward stock
split.
These financial statements contain the financial statements
of Voyager, its wholly-owned subsidiary Voyager Film Sales
Inc., Street Solid Records Inc. and Payforview.com Corp
presented on a consolidated basis. On January 5, 1999, the
Company acquired all the issued and outstanding share
capital of Voyager by issuing 2,596,280 (7,788,840 post
split) common shares (Note 7a). As a result of the share
exchange, control of the combined companies passed to the
former shareholders of Voyager. This type of share exchange
has been accounted for as a capital transaction accompanied
by a recapitalization of Voyager. Recapitalization
accounting results in consolidated financial statements
being issued under the name of Payforview.com Corp, but are
considered a continuation of Voyager. As a result, the
financial statements presented represent the consolidated
financial position of the above companies as at September
30, 1999 and the results of operations of Voyager for the
nine month period ended September 30, 1999 and the period
from April 6, 1998 (incorporation) to September 30, 1999 and
the results of operations of Payforview from the deemed date
of acquisition during the period. The number of shares
outstanding at September 30, 1999 as presented are those of
Payforview.com, Corp.
The company is considered a development stage company.
Presently, the Company is developing an internet based
website to distribute movies, music, live event and sports
events direct to consumers on a pay-for-view and retail
basis.
In the opinion of management, the accompanying consolidated
financial statements contain all adjustments necessary
(consisting only of normal recurring accruals) to present
fairly the financial information contained therein. These
consolidated statements do not include all disclosures
required by generally accepted accounting principles and
should be read in conjunction with the audited consolidated
financial statements of the Company for the year ended
December 31, 1998. The results of operations for the period
ended September 30, 1999 are not necessarily indicative of
the results to be expected for the year ending December 31,
1999.
2. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
These consolidated financial statements include the accounts
of Payforview.com Corp. (formerly Sierra Gold Corporation)
and its wholly-owned subsidiaries, Voyager International
Entertainment Inc., Voyager Film Sales Inc. and Street Solid
Records Inc. All significant inter-company balances and
transactions have been eliminated in consolidation.
Stock-based compensation
Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation", encourages, but
does not require, companies to record compensation cost for
stock-based employee compensation plans at fair value. The
Company has chosen to account for stock-based compensation
using Accounting Principles Board Opinion No. 25,
<PAGE>
"Accounting for Stock Issued to Employees". Accordingly,
compensation cost for stock options is measured as the
excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee
is required to pay for the stock.
Income taxes
Income taxes are provided in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for
Income Taxes". A deferred tax asset or liability is
recorded for all temporary differences between financial and
tax reporting and net operating loss carryforwards.
Deferred tax expenses (benefit) results from the net change
during the period of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than
not that some portion or all of the deferred tax assets will
not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on
the date of enactment.
Use of estimates
The preparation of consolidated financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported
amount of revenues and expenses during the period. Actual
results could differ from these estimates.
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 133
"Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") which establishes accounting and
reporting standards for derivative instruments and for
hedging activities. SFAS 133 is effective for all fiscal
quarters of fiscal years beginning after June 15, 1999. In
June 1999, FASB issued SFAS 137 to defer the effective date
of SFAS No. 133 to fiscal quarters of fiscal years beginning
after June 15, 2000. The Company does not anticipate that
the adoption of the statement will have a significant impact
on its financial statements.
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 "Reporting on
the Costs of Start-Up Activities" ("SOP 98-5") which
provides guidance on the financial reporting of start-up
costs and organization costs. It requires costs of start-up
activities and organization costs to be expensed as
incurred. SOP 98-5 is effective for fiscal years beginning
after December 15, 1998 with initial adoption reported as
the cumulative effect of a change in accounting principle.
The Company has adopted this statement during the period.
Foreign currency translation
Transaction amounts denominated in foreign currencies are
translated into United States currency at exchange rates
prevailing at transactions dates. Carrying values of
monetary assets and liabilities are adjusted at each balance
sheet date to reflect the exchange rate at that date. Gains
and losses from restatement of foreign currency monetary
assets and liabilities are included in income, except for
those gains and losses related to long-term monetary assets
or liabilities which are deferred and amortized over the
life of the respective asset or liability.
<PAGE>
Revenue recognition
Revenues from products and services are recognized at the
time the goods are shipped or services provided to the
customer, with an appropriate provision for returns and
allowance.
Capital assets
Capital assets are stated at cost unless the future
undiscounted cash flows expected to result from either the
use of an asset or its eventual disposition is less than its
carrying amount in which case an impairment loss is
recognized based on the fair value of the assets.
Amortization of capital assets is based on the estimated
useful lives of the assets and is computed using the
straight-line method as follows:
Computer equipment 3 years
Furniture and office equipment 5 years
Goodwill
Goodwill represents the excess of acquisition costs over the
fair market value of the net assets of acquired business and
is being amortized on a straight-line basis over their
useful lives being five years. In accordance with APB 17,
"Intangible Assets", the Company continues to evaluate the
amortization period to determine whether events and
circumstances warrant revised amortization periods.
Additionally, the Company considers whether the carrying
value of such assets should be reduced based on the future
benefits of its intangible assets.
Licenses and rights
Licenses and rights costs are deferred and amortized on a
straight-line basis over the lesser of their estimated
useful lives, generally three to five years, or their
contractual term. In accordance with APB 17, "Intangible
Assets", the Company continues to evaluate the amortization
period to determine whether events and circumstances warrant
revised amortization periods. Additionally, the Company
considers whether the carrying value of such assets should
be reduced based on the future benefits of its intangible
assets.
Loss per share
Loss per share is computed based on the weighted average
number of common shares and common stock equivalents
outstanding during the period, unless the common stock
equivalents are anti-dilutive.
Comprehensive income
The Company has adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), "Reporting Comprehensive
Income". This statement establishes rules for the reporting
of comprehensive income and its components. The adoption of
SFAS 130 had no impact on total stockholders' equity as of
September 30, 1999.
<PAGE>
Comparative figures
Certain comparative figures have been reclassified to
conform with the current period's presentation.
3. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of accounts
receivable, accounts payable and loan payable. Unless
otherwise noted, it is management's opinion that the Company
is not exposed to significant interest, currency or credit
risks arising from these financial instruments. The fair
value of these financial instruments approximate their
carrying values, unless otherwise noted.
4. CAPITAL ASSETS
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Net Book Value
------------------
Accumulated (Audited)
Cost Amortization 9/30/99 12/31/98
------ ------- ------- -------
Computer equipment $ 856 $ 426 $ 430 $ 571
Furniture and office 17,656 4,020 13,636 6,454
equipment ------ ------- ------- -------
$18,512 $ 4,446 $14,066 $ 7,025
======= ======= ======= =======
</TABLE>
5. GOODWILL
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Net Book Value
------------------
Accumulated (Audited)
Cost Amortization 9/30/99 12/31/98
------ ------- ------- -------
Goodwill $4,046 $ 607 $3,439 $ -
======= ======= ======= =======
</TABLE>
6. LICENSES AND RIGHTS
a) License and distribution rights to the master
recordings of various recording artist which were
purchased on the acquisition of Street Solid Records
Inc. (Note 7b). The deemed value of the license and
distribution rights acquired was $270,000.00
b) On February 19, 1999 Payforview entered into an
agreement with Reel Media International to acquire the
license and internet broadcast rights to a 750 film
library. As consideration for the license rights,
Payforview.com Corp. issued 35,000 (52,500 post split)
common shares at a deemed value of $17,500 and will pay
a license fee of 3% of revenues generated from the
license rights. The term of the agreement is for four
years.
c) On March 23, 1999 Payforview.com Corp. issued 675,000
(1,012,500 post split) common shares to Bacchus
Entertainment Ltd. at a deemed value of $337,500 as
consideration for the purchase of various rights and
interests in feature films and motion picture
productions.
d) In April 1999 Payforview.com Corp. entered into an
agreement with Sportsworld Network (Australia) Pty
Limited to acquire the non-exclusive, worldwide license
rights to broadcast various sports related filmclips
and highlights. As consideration for the license
rights, Payforview.com Corp. issued 25,000 (37,500 post
split) common shares at a deemed value of $12,500 and
will pay a license fee of 8% of gross revenues
generated from the license. The license agreement
expires July 1, 2000.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Net Book Value
------------------
Accumulated (Audited)
Cost Amortization 9/30/99 12/31/98
------ ------- ------- -------
Street Solid Records
Inc. - licenses and
distribution rights $270,000 $40,500 $229,500 $ -
Reel Media International -
750 film library license
and Internet broadcast
rights 17,500 2,917 14,583 -
Bacchus Entertainment Ltd. -
rights and interests 337,500 39,375 298,125 -
Sportsworld Network -
license and broadcast
rights 12,500 7,500 5,000 -
--------- ------ --------- -------
637,500 $90,292 $547,208 $ -
========= ======== ======= =======
</TABLE>
7. BUSINESS COMBINATIONS
a) On January 5, 1999, Payforview.com Corp. ("Payforview")
acquired all of the issued and outstanding share
capital of Voyager International Entertainment Inc.
("Voyager"). As consideration, Payforview issued
2,596,280 (7,788,840 post split) common shares.
Legally, Payforview is the parent of Voyager. However,
as a result of the share exchange described above,
control of the combined companies passed to the former
shareholders of Voyager. This type of share exchange,
has been accounted for as a capital transaction
accompanied by a recapitalization of Voyager rather
than a business combination. Accordingly, the net
assets of Voyager are included in the balance sheet at
book values, with the net assets of Payforview recorded
at fair market value at the date of acquisition. The
revenues and expenses and assets and liabilities
reflected in the financial statements prior to the date
of acquisition are those of Voyager. Revenue and
expenses or assets and liabilities are subsequent to
the date of acquisition include the accounts of
Payforview.
The cost of an acquisition should be based on the fair
value of the consideration given, except where the fair
value of the consideration given is not clearly
evident. In such a case, the fair value of the net
assets acquired is used.
At January 5, 1999, Payforview was a newly listed
company on the OTC Bulletin Board with a thin market
for its shares, making it impossible to estimate the
actual market value of the 2,596,280 (7,788,840 post
split) common shares. Therefore, the cost of the
acquisition, $2,596, has been determined by the fair
value of Payforview's net assets.
<PAGE>
The total purchase price of $2,596 was allocated as
follows:
Goodwill $ 4,046
Accounts payable and
accrued liabilities (1,450)
----------
$ 2,596
==========
As part of this transaction, Payforview issued 500,000
(1,500,000 post split) common shares at a deemed value
of $250,000 as a commission on the acquisition.
b) In January 1999, Payforview acquired all the issued and
outstanding share capital of Street Solid Records Inc.
("Street Solid"), a Nevada corporation. As
consideration, Payforview issued 391,170 (1,173,509
post split) common shares. The acquisition was
accounted for using the purchase method. The operations
and financial position of Street Solid were accounted
for in the consolidated financial statements of the
Company subsequent to the date of acquisition.
The cost of an acquisition should be based on the fair
value of the consideration given, except where the fair
value of the consideration given is not clearly
evident. In such a case, the fair value of the net
assets acquired is used.
In January 1999, Payforview was a newly listed company
on the OTC Bulletin Board with a thin market for its
shares, making it impossible to estimate the actual
market value of the 391,170 (1,173,509 post split)
common shares. Therefore, the cost of the acquisition,
$273,819, has been determined by the fair value of
Street Solid's net assets.
The total purchase price of $273,819 was allocated as
follows:
Licenses and rights $ 270,000
Capital assets 3,819
------------
$ 273,819
============
8. LOAN PAYABLE
The loan payable is unsecured, non-interest bearing with no
fixed terms of repayment.
9. CONVERTIBLE DEBENTURE
On June 25, 1999, Payforview.com Corp. ("Payforview")
entered into a Debenture Agreement and Securities
Subscription Agreement with BSD Holdings L.L.C. ("BSD").
Under the Debenture Agreement, Payforview can issue up to
$1,000,000 of 2% series A senior subordinated convertible
redeemable debentures. The principal sum outstanding plus
accrued interest calculated at a rate of 2% per annum are
due at maturity on June 25, 2001.
<PAGE>
Each $10,000 debenture is convertible into common shares of
Payforview at the option of the holder at a conversion price
equal to 75% of the closing bid price of Payforview's common
stock on the OTC Bulletin Board for the day immediately
preceding the date of the notice of conversion.
Payforview has the option to redeem the debentures at 125%
of the principal amount to the extent conversion has not
occurred.
Under the agreement, Payforview has issued $600,000 of
debentures to BSD. Immediately upon issuance, BSD converted
the debentures into 600,000 common shares of Payforview at a
deemed value of $600,000.
In addition, Payforview issued 500,000 common shares at a
deemed value of $50 to BSD as collateral towards future
debenture financings and conversions.
10. CAPITAL STOCK
Additional paid in capital
The excess of proceeds received for common shares over their
par value of $0.0001, less share issue costs, is credited to
additional paid in capital.
Stock split
On January 15, 1999, the Company implemented a 2:1 stock
split. On April 9, 1999, the Company implemented a 3:2
stock split. The consolidated statements of changes in
stockholders' equity has been restated to give retroactive
recognition of the stock split for all periods presented by
reclassifying from additional paid-in capital to common
shares the par value of additional shares arising from the
split. In addition, all references to number of shares and
per share amounts of common stock have been restated to
reflect the stock split.
Common stock
As part of the acquisition of Voyager International
Entertainment Inc., the Company issued 2,596,280 (7,788,840
post split) common shares at a deemed value of $2,596 (Note
7a). In addition, the Company issued 500,000 (1,500,000
post split) common shares at a deemed value of $250,000 as a
commission on the acquisition.
As part of the acquisition of Street Solid Records Inc., the
Company issued 391,170 (1,173,509 post split) common shares
at a deemed value of $273,819 (Note 7b).
The Company issued 735,000 (1,102,500 post split) common
shares at a deemed value of $367,500 towards the acquisition
of licenses and rights (Note 6).
The Company issued 759,833 (759,833 post split) common
shares at a deemed value of $480,000 for services rendered.
The Company issued 95,500 (95,500 post split) common shares
at a deemed value of $61,300 towards the settlement of
various debts.
The Company issued 540,540, (540,540 post split) common
shares for cash proceeds of $100,000.
The Company issued 600,000 (600,000 post split) common
shares at a deemed value of $600,000 upon the conversion of
$600,000 of convertible debenture (Note 9).
<PAGE>
The Company issued 500,000 (500,000 post split) common
shares for proceeds of $50 as collateral towards future
debenture financings and conversions (Note 9). As of
September 30, 1999, the $50 is still receivable.
Warrants
On April 15, 1999, the Company issued a warrant entitling
the holder to purchase 300,000 common shares at a minimum
exercise price of $4.50 per common share. The warrant will
expire on April 15, 2004.
11. RELATED PARTY TRANSACTIONS
During the period from April 6, 1998 to September 30, 1998,
the Company issued 3,800,000 shares of common stock at a
deemed value of $38,000 to directors for services rendered.
In addition, the Company issued 200,000 shares of common
stock at a deemed value of $200 to companies controlled by
directors for the acquisition of Voyager Film Sales Inc.
12. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING
AND INVESTING ACTIVITIES
The significant non-cash transactions for the nine month
period ended September 30, 1999 were as follows:
a) As part of the acquisition of Voyager International
Entertainment Inc., the Company issued 2,596,280
(7,788,840 post split) common shares at a deemed value
of $2,596 (Note 7a). In addition, the Company issued
500,000 (1,500,000 post split) common shares at a
deemed value of $250,000 as a commission on the
acquisition.
b) As part of the acquisition of Street Solid Records
Inc., the Company issued 391,170 (1,173,509 post split)
common shares at a deemed value of $273,819 (Note 7b).
c) The Company issued 735,000 (1,102,500 post split)
common shares at a deemed value of $367,500 towards the
acquisition of licenses and rights (Note 6).
d) The Company issued 759,833 (759,833 post split) common
shares at a deemed value of $480,000 for services
rendered.
e) The Company issued 95,500 (95,500 post split) common
shares at a deemed value of $61,300 towards the
settlement of various debts.
f) The Company issued 500,000 (500,000 post split) common
shares for proceeds of $50 under a convertible
debenture (Note 9). As of September 30, 1999, the $50
is still receivable.
g) The Company issued 600,000 (600,000 post split) common
shares at a deemed value of $600,000 upon the
conversion at $600,000 of convertible debenture (Note
9).
The significant non-cash transactions for the period from
April 6, 1998 to September 30, 1998 were as follows:
a) The Company issued 3,800,000 shares of common stock at
a deemed value of $38,000 for services rendered.
b) The Company issued 200,000 shares of common stock at a
deemed value of $200 to acquire all of the issued and
outstanding common stock of Voyager Film Sales Inc.
<PAGE>
13. INCOME TAXES
The Company's total deferred tax asset at September 30, 1999
is as follows:
Tax benefits of net operating
loss carryforward $ 1,173,941
Valuation allowance (1,173,941)
--------------
$ -
==============
The Company has a net operating loss carryforward of
approximately $3,089,319 (December 31, 1998 - $275,520).
The valuation allowance increased to $1,173,941 from
$104,701 during the period ended September 30, 1999 since
the realization of the operating loss carryforwards are
doubtful. It is reasonably possible that the Company's
estimate of the valuation allowance will change.
The operating loss carry forwards expire as follows:
2005 $ 275,528
2006 2,813,791
------------
$ 3,089,319
============
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of
Voyager International Entertainment Inc.
(A Development Stage Company)
We have audited the accompanying consolidated balance sheet of
Voyager International Entertainment Inc. as at December 31, 1998
and the related consolidated statements of operations, changes in
stockholders' equity and cash flows for the period from
incorporation on April 6, 1998 to December 31, 1998. These
consolidated financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
<PAGE>
We conducted our audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that we plan and perform an 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 significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial
position of Voyager International Entertainment Inc. as at
December 31, 1998 and the results of its operations, changes in
stockholders' equity and its cash flows for the period from
incorporation on April 6, 1998 to December 31, 1998 in conformity
with generally accepted accounting principles in the United
States of America.
The accompanying consolidated financial statements have been
prepared assuming that Voyager International Entertainment Inc.
will continue as a going concern. As discussed in Note 2 to the
consolidated financial statements, unless the Company attains
future profitable operations and/or obtains additional financing,
there is substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regards to
these matters are discussed in Note 2. The consolidated
financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Vancouver, Canada Chartered Accountants
July 21, 1999
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
(Expressed in United States Dollars)
AS AT DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C>
ASSETS
Current
Prepaid expenses and deposits $ 2,802
Due from related parties (Note 5) 7,648
----------
10,450
Capital assets (Note 6) 7,025
----------
$ 17,475
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities $ 82,893
Loan payable (Note 9) 59,418
----------
142,311
----------
Stockholders' equity
Capital stock (Note 10)
Authorized
50,000,000 common shares with
a par value of $0.001
1,000,000 preferred shares with
a par value of $0.01
Issued
December 31, 1998 - 4,327,131 common shares 4,327
Additional paid in capital 146,365
Deficit, accumulated during the development stage (275,528)
----------
(124,836)
----------
$ 17,475
==========
</TABLE>
istory and organization of the Company (Note 1)
On behalf of the Board:
______________________Director ______________________Director
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON APRIL 6, 1998 TO DECEMBER 31, 1998
EXPENSES
Amortization $ 1,899
Automobile 2,036
Consulting fees 10,780
Corporate relations 42,608
Investor relations 2,000
Legal and accounting 31,911
Management fees 9,000
Office and general 24,096
Recording expenses 14,924
Rent 29,015
Telephone and utilities 5,306
Travel 8,305
Wages and benefits 13,648
Write-off of licenses and rights (Note 7) 80,000
----------
Loss for the period $ 275,528
==========
Basic and fully diluted loss per share $ (0.07)
===========
Weighted average shares outstanding 3,780,207
============
The accompanying notes are an integral part of these consolidated
financial statements.
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
Common Shares Issued Additional During the
------------------------- Paid in Development
Number Amount Capital Stage Total
__________ __________ ___________ ____________ ________
Balance, April 6, 1998 - $ - $ - $ - $ -
Shares issued for services 3,800,000 3,800 34,200 - 38,000
Shares issued for acquisition
of Voyager Film Sales Inc.
(Note 8) 200,000 200 - - 200
Shares issued for cash
at $0.01 per share 26,000 26 234 - 260
at $0.25 per share 200,000 200 49,800 - 50,000
at $0.30 per share 16,667 17 4,983 - 5,000
at $0.50 per share 34,464 34 17,198 - 17,232
at $0.80 per share 50,000 50 39,950 - 40,000
Loss for the period - - - (275,528) (275,528)
--------- --------- --------- --------- ---------
Balance, December 31, 1998 4,327,131 $ 4,327 $ 146,365 $(275,528) $(124,836)
========= ========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
(Expressed in United States Dollars)
PERIOD FROM INCORPORATION ON APRIL 6, 1998 TO DECEMBER 31, 1998
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Loss for the period $(275,528)
Items to reconcile loss to cash
from operating activities
Amortization 1,899
Issuance of common stock for services 38,000
Changes in other operating assets and liabilities
Increase in prepaid expenses and deposits (2,802)
Increase in due from related party (7,448)
Increase in accounts payable
and accrued liabilities 82,893
----------
Net cash used in operating activities (162,986)
----------
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of capital assets (8,924)
----------
Net cash used in investing activities (8,724)
----------
CASH FLOWS FROM FINANCING ACTIVITIES
Capital stock issued for cash 112,492
Proceeds from loan payable 59,418
----------
Net cash provided by financing activities 171,910
----------
Cash, end of period $ -
==========
Cash paid during the period for interest $ 387
==========
Cash paid during the period for income taxes $ -
==========
</TABLE>
Supplemental disclosure for non-cash operating, financing and
investing activities (Note 12)
The accompanying notes are an integral part of these consolidated
financial statements.
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on April 6, 1998 under the laws of
the state of Nevada. The Company currently has no operations
and, in accordance with SFAS #7, is considered a development
stage company. Presently, the Company is developing an internet
based website to distribute movies, music, live events and sports
events direct to consumers on a pay-for-view and retail basis.
2. GOING CONCERN
The Company's consolidated financial statements are prepared
using the generally accepted accounting principles applicable to
a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business.
However, the company has no current source of revenue. Without
realization of additional capital, it would be unlikely for the
Company to continue as a going concern. It is management's plan
to seek additional capital through equity financing.
1998
Deficit accumulated during the development stage $ (275,528)
Working capital deficiency (131,861)
==========
3. SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
These consolidated financial statements include the accounts of
the Company and its wholly-owned subsidiary, Voyager Film Sales
Inc. (Note 8). All significant inter-company balances and
transactions have been eliminated on consolidation.
Stock-based compensation
Statement of Financial Accounting Standards No. 123, "Accounting
for Stock-Based Compensation", encourages, but does not require,
companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has chosen to
account for stock-based compensation using Accounting Principles
Board Opinion No. 25, "Accounting for Stock Issued to Employees".
Accordingly, compensation cost for stock options is measured as
the excess, if any, of the quoted market price of the Company's
stock at the date of the grant over the amount an employee is
required to pay for the stock.
Income taxes
Income taxes are provided in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes". A deferred tax asset or liability is recorded for all
temporary differences between financial and tax reporting and net
operating loss carryforwards. Deferred tax expenses (benefit)
results from the net change during the period of deferred tax
assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment.
Use of estimates
The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the consolidated
financial statements and the reported amount of revenues and
expenses during the period. Actual results could differ from
these estimates.
Accounting for derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 133 "Accounting
for Derivative Instruments and Hedging Activities" ("SFAS 133")
which establishes accounting and reporting standards for
derivative instruments and for hedging activities. SFAS 133 is
effective for all fiscal quarters of fiscal years beginning after
June 15, 1999. In June 1999, FASB issued SFAS 137 to defer the
effective date of SFAS No. 133 to fiscal quarters of fiscal years
beginning after June 15, 2000. The Company does not anticipate
that the adoption of the statement will have a significant impact
on its financial statements.
<PAGE>
Reporting on costs of start-up activities
In April 1998, the American Institute of Certified Public
Accountant's issued Statement of Position 98-5 "Reporting on the
Costs of Start-Up Activities" ("SOP 98-5") which provides
guidance on the financial reporting of start-up costs and
organization costs. It requires costs of start-up activities and
organization costs to be expensed as incurred. SOP 98-5 is
effective for fiscal years beginning after December 15, 1998 with
initial adoption reported as the cumulative effect of a change in
accounting principle. The Company's adoption of this statement
during the period had no effect on its financial statements.
Foreign currency translation
Transaction amounts denominated in foreign currencies are
translated into United States currency at exchange rates
prevailing at transactions dates. Carrying values of monetary
assets and liabilities are adjusted at each balance sheet date to
reflect the exchange rate at that date. Gains and losses from
restatement of foreign currency monetary assets and liabilities
are included in income, except for those gains and losses related
to long-term monetary assets or liabilities which are deferred
and amortized over the life of the respective asset or liability.
Revenue recognition
Revenues from products and services are recognized at the time
the goods are shipped or services provided to the customer, with
an appropriate provision for returns and allowance.
Capital assets
Capital assets are stated at cost unless the future undiscounted
cash flows expected to result from either the use of an asset or
its eventual disposition is less than its carrying amount in
which case an impairment loss is recognized based on the fair
value of the assets.
Amortization of capital assets is based on the estimated useful
lives of the assets and is computed using the straight-line
method as follows:
Computer equipment 3 years
Furniture and office equipment 5 years
Licenses and rights
Licenses and rights costs are deferred and amortized on a
straight-line basis over the lesser of their estimated useful
lives, generally three to five years, or their contractual term.
In accordance with APB 17, "Intangible Assets", the Company
continues to evaluate the amortization period to determine
whether events and circumstances warrant revised amortization
periods. Additionally, the Company considers whether the
carrying value of such assets should be reduced based on the
future benefits of its intangible assets.
Loss per share
Loss per share is computed based on the weighted average number
of common shares and common stock equivalents outstanding during
the period, unless the common stock equivalents are
anti-dilutive.
<PAGE>
Comprehensive income
The Company has adopted Statement of Financial Accounting
Standards No. 130 ("SFAS 130"), "Reporting Comprehensive Income".
This statement establishes rules for the reporting of
comprehensive income and its components. The adoption of SFAS
130 had no impact on total stockholders' equity as of December
31, 1998.
4. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of due from related
parties, accounts payable and loan payable. Unless otherwise
noted, it is management's opinion that the Company is not exposed
to significant interest, currency or credit risks arising from
these financial instruments. The fair value of these financial
instruments approximate their carrying values, unless otherwise
noted.
5. DUE FROM RELATED PARTIES
Amounts due from directors of the Company are non-interest
bearing, unsecured and have no fixed terms of repayment.
6. CAPITAL ASSETS
Accumulated Net Book
Cost Amortization Value
Computer equipment $ 856 $ 285 $ 571
Furniture and office 8,068 1,614 6,454
equipment ------ ------- -------
$ 8,924 $ 1,899 $ 7,025
======= ======= =======
7. LICENSES AND RIGHTS
a) The Company entered into an agreement on June 19, 1998 to
purchase certain rights, a record label and other assets.
The purchase price was:
i) $50,000 due on June 19, 1998 ($30,000 paid);
ii) $125,000 due on or before July 15, 1998, and;
iii) $125,000 due on or before August 15, 1998.
After a partial payment of $30,000, the Company determined
the assets to be non-existent. The $30,000 was deemed
unrecoverable by the Company and was written-off to
operations.
b) Under the terms of an agreement dated November 30, 1998, the
Company paid a non-refundable $50,000 fee towards the
purchase of the distribution rights to a 1,452 title film
library. The Company then determined the film library had
no economic value and the non-refundable fee was written-off
to operations.
8. BUSINESS COMBINATIONS
Voyager Film Sales Inc.
On May 8, 1998, the Company acquired all the issued and
outstanding share capital of Voyager Film Sales Inc., a Nevada
corporation ("VFS"). As consideration, the Company issued
200,000 common shares at a deemed value of $200, equal to the par
value of the shares issued. As the acquisition of VFS was deemed
to be from promoters and shareholders of the Company, the
purchase has been recorded at the historical cost of the net
assets of VFS, which approximate the par value of the shares
issued.
<PAGE>
9. LOAN PAYABLE
The loan payable is unsecured and non-interest bearing with no
fixed terms of repayment.
10. CAPITAL STOCK
Additional paid in capital
The excess of proceeds received for common shares over their par
value of $0.001, less share issue costs, is credited to
additional paid in capital.
Common stock
The Company issued 3,800,000 common shares at a deemed value of
$38,000 for services rendered.
The Company issued 200,000 common shares at a deemed value of
$200 for the acquisition of Voyager Film Sales Inc. (Note 8).
The Company issued 327,131 common shares for cash proceeds of
$112,492.
11. RELATED PARTY TRANSACTIONS
During the period from April 6, 1998 to December 31, 1998, the
Company entered into the following transactions with related
parties:
a) The Company accrued management fees of $9,000 to directors.
b) The Company issued 3,800,000 shares of common stock at a
deemed value of $38,000 to companies controlled by directors
for services rendered.
c) The Company issued 200,000 shares of common stock at a
deemed value of $200 to companies controlled by directors
for the acquisition of Voyager Film Sales Inc. (Note 8).
Included in accounts payable as at December 31, 1998 is $11,000
due to directors.
12. SUPPLEMENTAL DISCLOSURE FOR NON-CASH OPERATING, FINANCING
AND INVESTING ACTIVITIES
The significant non-cash transactions for the period from
April 6, 1998 to December 31, 1998 were as follows:
a) The Company issued 3,800,000 shares of common stock at a
deemed value of $38,000 for services rendered.
b) The Company issued 200,000 shares of common stock at a
deemed value of $200 to acquire all the issued and
outstanding common stock of Voyager Film Sales Inc. (Note
8).
13. INCOME TAXES
The Company's total deferred tax asset at December 31, 1998 is as
follows:
<PAGE>
Tax benefits of net operating loss carryforward $ 104,701
Valuation allowance (104,701)
---------
$ -
=========
The Company has a net operating loss carryforward of
approximately $275,528. The valuation allowance increased to
$104,701 for the period ended December 31, 1998 since the
realization of the operating loss carryforwards are doubtful. It
is reasonably possible that the Company's estimate of the
valuation allowance will change. The operating loss
carryforwards will expire in the 2005 fiscal year.
14. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE
The Year 2000 Issue arises because many computerized systems use
two digits rather than four to identify a year. Date-sensitive
systems may incorrectly recognize the year 2000 as some other
date, resulting in errors. The effects of the Year 2000 Issue
may be experienced before, on, or after January 1, 2000 and, if
not addressed, the impact on operations and financial reporting
may range from minor errors to significant systems failure which
could affect an entity's ability to conduct normal business
operations. It is not possible to be certain that all aspects
of the Year 2000 Issue affecting the Company, including those
related to the efforts of customers, suppliers, or other third
parties, will be fully resolved.
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
December 31, 1997
December 31, 1996
<PAGE>
TABLE OF CONTENTS
PAGE #
INDEPENDENT AUDITORS REPORT 1
ASSETS 2
LIABILITIES AND STOCKHOLDERS' EQUITY 3
STATEMENT OF OPERATIONS 4
STATEMENT OF STOCKHOLDERS' EQUITY 5
STATEMENT OF CASH FLOWS 6
NOTES TO-FINANCIAL STATEMENTS 7-11
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702)361-8414
LAS VEGAS, NEVADA 89123 FAX NO. (702) 896-0278
INDEPENDENT AUDITORS REPORT
Board of Directors June 24, 1999
PAYFORVIEW.COM CORP.
Reno, Nevada
I have audited the accompanying Balance Sheets
PAYFORVIEW.COM CORP., (formerly Sierra Gold Corporation), (A
Development Stage Company), as of December 31, 1998, December 31,
1997, and December 31, 1996, and the related statements of
operations, stockholders, equity and cash flows for the three
years ended December 31, 1998, December 31, 1997, and December
31, 1996. These financial statements are the responsibility of
the Company's management. My responsibility is to express an
opinion on these financial statements based on my audit.
I conducted my audit 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
significant estimates made by management, as well as evaluating
the overall financial statement presentation. I believe that my
audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of PAYFORVIEW.COM CORP. (formerly Sierra Gold Corporation), (A
Development Stage Company), as of December 31, 1998, December 31,
1997, and December 31, 1996, and the results of its operations
and cash flows for the three years ended December 31, 1998,
December 31, 1997, and December 31, 1996, in conformity with
generally accepted accounting principles.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As
discussed in Note #5 to the financial statements, the Company has
suffered recurring losses from operations and has no established
source of revenue. This raises substantial doubt about its
ability to continue as a going concern. Management's plan in
regard to these matters is described in Note #5. These financial
statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Barry L. Friedman
Barry L. Friedman
Certified Public Accountant
<PAGE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation
(A Development Stage Company)
BALANCE SHEET
ASSETS
December December December
31, 1998 31, 1997 31, 1996
CURRENT ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL CURRENT ASSETS $ 0 $ 0 $ 0
-------- -------- --------
OTHER ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL OTHER ASSETS $ 0 $ 0 $ 0
-------- -------- --------
TOTAL ASSETS $ 0 $ 0 $ 0
-------- -------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Advances Payable (Note 45) $ 1,450 $ 0 $ 0
-------- -------- --------
TOTAL CURRENT LIABILITIES: $ 1,450 $ 0 $ 0
-------- -------- --------
STOCKHOLDERS' EQUITY: (Note #4)
Common stock, No Par Value
Authorized 2,500 shares
Issued and outstanding at
December 31, 1996 - 2,500
Shs $ 1,000
December 31, 1997 - 2,500
Shs $ 1,000
Common Stock
Par Value $0.0001,
authorized 100,000,000
shares, Issued and
Outstanding at
December 31, 1998
1,250,000 shares $ 125
Additional Paid-In Capital 875 0 0
ACCUMULATED LOSS -2,450 -1,000 -1,000
-------- -------- -------
TOTAL STOCKHOLDERS' EQUITY: $ -1,450 $ 0 $ 0
-------- -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY: $ 0 $ 0 $ 0
-------- -------- --------
See accompanying notes to financial statements & audit report
PAYFORVIEW.COM CORP.
(Formerly Sierra gold Corporation)
(A Development Stage Company)
STATEMENT OF OPERATIONS
Year Year Year Aug. 26, 1988
Ended Ended Ended (Inception)
Dec.31, Dec.31, Dec.31, to Dec.31,
1998 1997 1996 1998
INCOME:
Revenue $ 0 $ 0 $ 0 $ 0
-------- -------- -------- --------
EXPENSES:
General, Selling and
Administrative: $ 1,450 $ 0 $ 0 $ 2,450
-------- -------- -------- --------
TOTAL EXPENSES: $ 1,450 $ 0 $ 0 $ 2,450
-------- -------- -------- --------
NET PROFIT/LOSS (-) $ -1,450 $ 0 $ 0 $ -2,450
-------- -------- -------- --------
Net Profit/Loss(-)
per weighted share
(Note 1): $-.0012 $ NIL $ NIL $ -.0020
-------- -------- -------- --------
Weighted average
Number of common
shares outstanding: 1,250,000 1,250,000 1,250,000 1,250,000
-------- -------- -------- --------
See accompanying notes to financial statements & audit report
<PAGE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
Additional Accumu-
Common Stock paid-in lated
Shares Amount Capital Deficit
-------- -------- -------- --------
Balance,
December 31, 1995 2,500 $ 1,000 $ 0 $ -1,000
Net loss year ended
December 31, 1996 0
-------- -------- -------- --------
Balance,
December 31, 1996 2,500 $ 1,000 $ 0 $ -1,000
Net loss year ended
December 31, 1997 0
-------- -------- -------- --------
Balance,
December 31, 1997 2,500 $ 1,000 $ 0 $ -1,000
September 16, 1998
Changed from No Par
Value to $0.0001 -1,000 +1,000
September 16, 1998
Forward Stock Split
500:1 1,247,500 +125 -125
Net loss year ended
December 31, 1998 -1,450
-------- -------- -------- --------
Balance,
December 31, 1998 1,250,000 $ 125 $ 875 $ -2,450
-------- -------- -------- --------
See accompanying notes to financial statements & audit report
<PAGE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
Year Year Year Aug. 26, 1988
Ended Ended Ended (Inception)
Dec. 31, Dec. 31, Dec. 31, to Dec. 31,
1998 1997 1996 1998
-------- -------- -------- --------
Cash Flows from
Operating Activities
Net Loss $ -1,450 $ 0 $ 0 $ -2,450
Adjustment to
Reconcile net loss
To net cash provided
by operating
Activities: 0 0 0 0
Changes in assets and
Liabilities 0 0 0 0
Increase in current
Liabilities +1,450 0 0 +1,450
-------- -------- -------- --------
Net cash used in
Operating activities: $ 0 $ 0 $ 0 $ -1,000
Cash Flows from
Investing Activities: 0 0 0 0
Cash Flows from
Financing Activities:
Issuance of Common
Stock for Cash 0 0 0 +1,000
-------- -------- -------- --------
Net Increase (decrease) $ 0 $ 0 $ 0 $ 0
Cash,
Beginning of period: 0 0 0 0
-------- -------- -------- --------
Cash, End of Period: $ 0 $ 0 $ 0 $ 0
-------- -------- -------- --------
See accompanying notes to financial statements & audit report
<PAGE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporations
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
December 31, 1998, December 31, 1997, and December 31, 1996
NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY
The Company was organized August 26, 1988, under the laws of
the State of Nevada as Sierra gold Corporation. On December
29, 1998, the Company amended its Articles of Incorporation
in order to change it's name to PAYFORVIEW.COM CORP. The
Company currently has no operations and in accordance with
SFAS #7, is considered a development company.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Accounting Method
The Company records income and expenses on the accrual
method.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and
expenses during the reporting period. Actual results could
differ from those estimates.
Cash and equivalents
The Company maintains a cash balance in a non-interest-
bearing bank that currently does not exceed federally
insured limits. For the purpose of the statements of cash
flows, all highly liquid investments with the maturity of
three months or less are considered to be cash equivalents.
There are no cash equivalents as of December 31, 1998
Income Taxes
Income taxes are provided for using the liability method of
accounting in accordance with Statement of Financial
Accounting Standards No. 109 SFAS 4109) "Accounting for
Income Taxes". A deferred tax asset or liability is recorded
for - all temporary difference between financial and tax
reporting. Deferred tax expense (benefit) results from the
net change during the year of deferred tax as-sets and
liabilities.
Loss Per Share
Net loss per share is provided in accordance with Statement
of Financial Accounting Standards No. 128 (SFAS #128)
"Earnings Per Share". Basic loss per share is computed by
dividing losses available to common stockholders by the
weighted average number of common shares outstanding during
the period. Diluted loss per share reflects per share
amounts that would have resulted if dilative common stock
equivalents had been converted to common stock. As of
December 31, 1998, the Company had no dilative common stock
equivalents such as stock options.
Year End
The Company has selected December 31st as its year-end.
Year 2000 Disclosure
Computer programs that have time sensitive software may
recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a system failure or
miscalculations causing disruption of normal business
activities.
The company's potential software suppliers have verified
that they will provide only certified "Year 2000,11
compatible software for all of the company's computing
requirements. Because the company's products and services
are sold to the general public with no major customers, the
company believes that the "'Year 200011 issue will not pose
significant operational problems and will not materially
affect future financial results.
NOTE 3 - INCOME TAXES
There is no provision for income taxes for the period ended
December 31, 1998, due to the net loss and no state income
tax in Nevada, the state of the Company's domicile and
operations. The Company's total deferred tax asset as of
December 31, 1998 is as follows:
Net operation loss carry forward $ 2,450
Valuation allowance $ 2,450
Net deferred tax asset $ 0
<PAGE>
The federal net operation loss carry forward will expire in
various amounts from 2008 to 2018.
This carry forward may be limited upon the consummation of a
business combination under IRC Section 381.
NOTE 4 - STOCKHOLDERS' EQUITY
Common Stock
The authorized common stock of the corporation consists of
2,500 shares with No Par Value.
Preferred Stock
The corporation has no preferred stock.
On August 26, 1988, the company issued 2,500 shares of its
No Par Value Common Stock in consideration of $1,000 in
cash.
On September 16, 1998, the State of Nevada approved the
Company's restated Articles of Incorporation, which
increased its capitalization from 2,500 common shares with
No Par Value stock to 25,000,000 common shares with $0.0001
Par Value stock.
On September 16, 1998, the company had a forward stock split
of 500:1 thus increasing the outstanding common stock of the
corporation from 2,500 common shares to 1,250,000 common
shares.
On December 29, 1998, the State of Nevada approved the
company's restated Articles of Incorporation that increased
the capitalization from 25,000,000 common shares with a par
value of $0.0001 to 100,000,000 common shares with a par
value of $0.0001.
NOTE 5 - WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any
additional share of common or preferred stock.
NOTE 6 - GOING CONCERN
The Company's financial statements are prepared using
generally accepted accounting principles applicable to a
going concern which contemplates the realization of assets
and liquidation of liabilities in the normal course of
business. However, the Company does not have significant
cash or other material assets, nor does it have an
established source of revenues sufficient to cover its
operating costs and to allow it to continue as a going
concern. It is the intent of the Company to seek a merger
with an existing, operating company. Until that time, the
stockholders/officers and or directors have committed to
advancing the operating costs of the Company interest free.
NOTE 7 - RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal.
property. An officer of the corporation provides office
services without charge. Such costs are immaterial to the
financial statements and accordingly, have not been
reflected therein. The officers and directors of the
Company are involved in other business activities and may,
in the future, become involved in other business
opportunities. 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 not formulated a policy for the resolution of
such conflicts.
<PAGE>
NOTE 8 - SUBSEQUENT EVENTS
Effective January 15th, 1999, the company had a forward
stock split of 2:1 thus increasing the total issued and
outstanding shares of the corporation's common stock from
1,250,000 shares to 2,500,000 shares.
ITEM 8. CHANGE IN FISCAL YEAR
Payforview as the successor issuer has a fiscal year end of December 31,
which
fiscal year end will continue for the successor issuer.
EXHIBITS
1.1. Stock Exchange Agreement between MRC Legal Services Corporation and
Payforview.com Corp., dated as of February 22, 2000.
1.2. Consulting Agreement dated February 22, 2000.
3.1 Restated Articles of Incorporation.
3.2 Articles of Incorporation of Sierra Gold Corporation,
dated August 26, 1988.
3.3 Certificate of Amendment of Articles of Incorporation,
dated September 16, 1998, increasing the number of
shares of the registrant to twenty-five million at
$0.0001 par value and a resolution declaring a 500-for-
1 forward stock split.
3.4 Certificate of Amendment of Articles of Incorporation,
dated December 29, 1998, changing the name of the
registrant from SIERRA GOLD CORPORATION to
PAYFORVIEW.COM CORP., and authorizing a 2-for-1 forward
stock split to be effective January 15, 1999.
3.5 Board Resolution authorizing 3-for-2 forward stock
split to be effective April 9, 1999.
3.6 Bylaws, adopted on August 26, 1988.
23.1 Consent of Davidson & Company, chartered accountants
23.2 Consent of Barry L. Friedman, P.C., certified public accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Payforview.com Corp.
By /s/ Marc A. Pitcher
President, Chief Operating Officer, Director
Date: February 22, 2000
STOCK EXCHANGE AGREEMENT
Agreement dated as of February 22, 2000 between Payforview.com Corp., a
Nevada corporation ("PAYV"), on the one hand, and MRC Legal Services Corporation
("MRC" or the "Shareholder"), on the other hand.
1. THE ACQUISITION.
1.1_ Purchase and Sale Subject to the Terms and Conditions of this
Agreement. At the Closing to be held as provided in Section 2, PAYV shall sell
the PAYV Shares (defined below) to the Shareholder and the Shareholder shall
purchase the PAYV Shares from PAYV, free and clear of all Encumbrances other
than restrictions imposed by Federal and State securities laws.
1.2 Purchase Price. PAYV will exchange 335,000 shares of its
restricted common stock (the "PAYV Shares") for 8,250,000 shares of MAS
Acquisition XVI Corp. ("MAS XVI"), representing approximately 96.8% of the
issued and outstanding common shares of MAS XVI (the "MAS XVI Shares").
Immediately after the Closing, the Shareholder will cause MAS XVI to complete a
reverse stock split (the "Reverse Stock Split") previously approved by the
directors of MAS XVI which will result in the remaining 269,900 shares of MAS
XVI being cashed out by the Shareholder at no additional cost to PAYV.
Immediately subsequent to the Reverse Stock Split, PAYV shall be the sole
shareholder of MAS XVI with 1,000 shares issued and outstanding. The PAYV
Shares shall be issued and delivered to the Shareholder or assigns as set forth
in Exhibit "A" hereto.
2. THE CLOSING.
2.1 Place and Time. The closing of the sale and exchange of the PAYV
Shares for the MAS XVI Shares (the "Closing") shall take place at Cutler Law
Group, 610 Newport Center Drive, Suite 800, Newport Beach, CA 92660 no later
than the close of business (Orange County California time) on or before February
28, 2000 or at such other place, date and time as the parties may agree in
writing.
2.2 Deliveries by the Shareholders. At the Closing, the Shareholder
shall deliver the following to PAYV:
1. Certificates representing the MAS XVI Shares, duly endorsed for transfer
to PAYV and accompanied by appropriate medallion guaranteed stock powers; the
Shareholder shall immediately change those certificates for, and to deliver to
PAYV at the Closing, a certificate representing the MAS XVI Shares registered in
the name of PAYV (without any legend or other reference to any Encumbrance other
than appropriate federal securities law limitations).
2. The documents contemplated by Section 3.
1.
<PAGE>
3. All other documents, instruments and writings required by this Agreement
to be delivered by the Shareholder at the Closing and any other documents or
records relating to MAS XVI's business reasonably requested by PAYV in
connection with this Agreement.
2.3 Deliveries by PAYV. At the Closing, PAYV shall deliver the
following to the Shareholder:
a. The PAYV Shares for further delivery to the Shareholder or assigns as
contemplated by section 1.
2. The documents contemplated by Section 4.
3. All other documents, instruments and writings required by this Agreement
to be delivered by PAYV at the Closing.
3. CONDITIONS TO PAYV'S OBLIGATIONS.
The obligations of PAYV to effect the Closing shall be subject to the
satisfaction at or prior to the Closing of the following conditions, any one or
more of which may be waived by PAYV:
3.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits PAYV's
acquisition of the MAS XVI Shares or the PAYV Shares or that will require any
divestiture as a result of PAYV's acquisition of the MAS XVI Shares or that will
require all or any part of the business of PAYV to be held separate and no
litigation or proceedings seeking the issuance of such an injunction, order or
decree or seeking to impose substantial penalties on PAYV or MAS XVI if this
Agreement is consummated shall be pending.
3.2 Representations, Warranties and Agreements. (a) The
representations and warranties of the Shareholder set forth in this Agreement
shall be true and complete in all material respects as of the Closing Date as
though made at such time, and (b) the Shareholder shall have performed and
complied in all material respects with the agreements contained in this
Agreement required to be performed and complied with by it at or prior to the
Closing.
3.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of PAYV's acquisition of the MAS XVI Shares shall have been
obtained and shall be in full force and effect.
3.4 Resignations of Director. Effective on the Closing Date, all of
officers and directors shall have resigned as an officer, director and employee
of MAS XVI.
<PAGE>
4. CONDITIONS TO THE SHAREHOLDER'S OBLIGATIONS.
The obligations of the Shareholder to effect the Closing shall be subject
to the satisfaction at or prior to the Closing of the following conditions, any
one or more of which may be waived by the Shareholder:
4.1 No Injunction. There shall not be in effect any injunction, order
or decree of a court of competent jurisdiction that prevents the consummation of
the transactions contemplated by this Agreement, that prohibits PAYV's
acquisition of the MAS XVI Shares or the Shareholder's acquisition of the PAYV
Shares or that will require any divestiture as a result of PAYV's acquisition of
the Shares or the Shareholder's acquisition of the PAYV Shares or that will
require all or any part of the business of PAYV or MAS XVI to be held separate
and no litigation or proceedings seeking the issuance of such an injunction,
order or decree or seeking to impose substantial penalties on PAYV or MAS XVI if
this Agreement is consummated shall be pending.
4.2 Representations, Warranties and Agreements. (a) The
representations and warranties of PAYV set forth in this Agreement shall be true
and complete in all material respects as of the Closing Date as though made at
such time, and (b) PAYV shall have performed and complied in all material
respects with the agreements contained in this Agreement required to be
performed and complied with by it at or prior to the Closing.
4.3 Regulatory Approvals. All licenses, authorizations, consents,
orders and regulatory approvals of Governmental Bodies necessary for the
consummation of PAYV's acquisition of the MAS XVI Shares and the Shareholder's
acquisition of the PAYV Shares shall have been obtained and shall be in full
force and effect.
5. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDER.
The Shareholder represents and warrants to PAYV that, to the Knowledge of
the Shareholder, and except as set forth in an MAS XVI Disclosure Letter:
5.1 Authorization. The Shareholder is a corporation duly organized,
validly existing and in good standing under the laws of the state of California.
This Agreement constitutes a valid and binding obligation of the Shareholder,
enforceable against it in accordance with its terms.
5.2 Capitalization. The authorized capital stock of MAS XVI consists
of 80,000,000 authorized shares of stock, par value $.001, and 20,000,000
preferred shares, par value $.001, of which 8,519,900 common shares are
presently issued and outstanding. No shares have been registered under state or
federal securities laws. As of the Closing Date there will not be outstanding
any warrants, options or other agreements on the part of MAS XVI obligating MAS
XVI to issue any additional shares of common or preferred stock or any of its
securities of any kind.
<PAGE>
5.3 Ownership of MAS XVI Shares. The delivery of certificates to PAYV
provided in Section 2.2 will result in PAYV's immediate acquisition of record
and beneficial ownership of the MAS XVI Shares, free and clear of all
Encumbrances subject to applicable State and Federal securities laws.
5.4 Consents and Approvals of Governmental Authorities. Except with
respect to applicable State and Federal securities laws, no consent, approval or
authorization of, or declaration, filing or registration with, any Governmental
Body is required to be made or obtained by MAS XVI or PAYV or any of its
Subsidiaries in connection with the execution, delivery and performance of this
Agreement by MAS XVI or the consummation of the sale of the MAS XVI Shares to
PAYV.
5.5 Financial Statements. MAS XVI has delivered to PAYV the
consolidated balance sheet of MAS XVI as at June 30, 1998 and June 30, 1999,
and statements of income and changes in financial position for the fiscal years
then ended and the period from inception to the period then ended, together with
the report thereon of MAS XVI's independent accountant (the "MAS XVI Financial
Statements"). The MAS XVI Financial Statements are accurate and complete in
accordance with generally accepted accounting principles. The independent
accountants for MAS XVI will furnish any and all work papers required by PAYV
and will sign any and all consents required to be signed to include the
financial statements of PAYV in any subsequent filing by PAYV.
5.6 Litigation. There is no action, suit, inquiry, proceeding or
investigation by or before any court or Governmental Body pending or threatened
in writing against or involving MAS XVI which is likely to have a material
adverse effect on the business or financial condition of MAS XVI, PAYV and any
of their Subsidiaries, taken as whole, or which would require a payment by MAS
XVI in excess of $2,000 in the aggregate or which questions or challenges the
validity of this Agreement. MAS XVI is not subject to any judgment, order or
decree that is likely to have a material adverse effect on the business or
financial condition of MAS XVI, PAYV or any of their Subsidiaries, taken as a
whole, or which would require a payment by MAS XVI in excess of $2,000 in the
aggregate.
5.7 Absence of Certain Changes. Since the date of the MAS XVI Financial
Statements, MAS XVI has not:
1. suffered the damage or destruction of any of its properties or assets
(whether or not covered by insurance) which is materially adverse to the
business or financial condition of MAS XVI or made any disposition of any of
its material properties or assets other than in the ordinary course of business;
2. made any change or amendment in its certificate of incorporation or
by-laws, or other governing instruments;
<PAGE>
3. issued or sold any Equity Securities or other securities, acquired,
directly or indirectly, by redemption or otherwise, any such Equity Securities,
reclassified, split-up or otherwise changed any such Equity Security, or granted
or entered into any options, warrants, calls or commitments of any kind with
respect thereto;
4. organized any new Subsidiary or acquired any Equity Securities of any
Person or any equity or ownership interest in any business;
5. borrowed any funds or incurred, or assumed or become subject to, whether
directly or by way of guarantee or otherwise, any obligation or liability with
respect to any such indebtedness for borrowed money;
6. paid, discharged or satisfied any material claim, liability or obligation
(absolute, accrued, contingent or otherwise), other than in the ordinary course
of business;
7. prepaid any material obligation having a maturity of more than 90 days
from the date such obligation was issued or incurred;
8. canceled any material debts or waived any material claims or rights,
except in the ordinary course of business;
9. disposed of or permitted to lapse any rights to the use of any material
patent or registered trademark or copyright or other intellectual property owned
or used by it;
10. granted any general increase in the compensation of officers or
employees (including any such increase pursuant to any employee benefit plan);
11. purchased or entered into any contract or commitment to purchase any
material quantity of raw materials or supplies, or sold or entered into any
contract or commitment to sell any material quantity of property or assets,
except (i) normal contracts or commitments for the purchase of, and normal
purchases of, raw materials or supplies, made in the ordinary course business,
(ii) normal contracts or commitments for the sale of, and normal sales of,
inventory in the ordinary course of business, and (iii) other contracts,
commitments, purchases or sales in the ordinary course of business;
12. made any capital expenditures or additions to property, plant or
equipment or acquired any other property or assets (other than raw materials and
supplies) at a cost in excess of $100,000 in the aggregate;
13. written off or been required to write off any notes or accounts
receivable in an aggregate amount in excess of $2,000;
14. written down or been required to write down any inventory in an
aggregate amount in excess of $ 2,000;
1.
<PAGE>
15. entered into any collective bargaining or union contract or agreement;
or
16. other than the ordinary course of business, incurred any liability
required by generally accepted accounting principles to be reflected on a
balance sheet and material to the business or financial condition of MAS XVI.
5.8 No Material Adverse Change. Since the date of the MAS XVI Financial
Statements, there has not been any material adverse change in the business or
financial condition of MAS XVI.
5.9 Brokers or Finders. Other than James Stubler, the Shareholder has
not employed any broker or finder or incurred any liability for any brokerage or
finder's fees or commissions or similar payments in connection with the sale of
the MAS XVI Shares to PAYV.
6. REPRESENTATIONS AND WARRANTIES OF PAYV.
PAYV represents and warrants to the Shareholder that, to the Knowledge of
PAYV (which limitation shall not apply to Section 6.3). Such representations
and warranties shall survive the Closing for a period of two years.
6.1 Organization of PAYV; Authorization. PAYV is a corporation duly
organized, validly existing and in good standing under the laws of Nevada with
full corporate power and authority to execute and deliver this Agreement and to
perform its obligations hereunder. The execution, delivery and performance of
this Agreement have been duly authorized by all necessary corporate action of
PAYV and this Agreement constitutes a valid and binding obligation of PAYV;
enforceable against it in accordance with its terms.
6.2 Capitalization. The authorized capital stock of PAYV consists of
100,000,000 shares of common stock, par value $0.0001 per share, and no shares
of preferred stock. As of the date of this Agreement, PAYV had 48,112,847
shares of common stock issued and outstanding, and no shares of Preferred Stock
issued and outstanding. As of the Closing Date, all of the issued and
outstanding shares of common stock of PAYV are validly issued, fully paid and
non-assessable. The Common Stock of PAYV is presently listed and trading on the
Nasdaq Over-the-Counter Bulletin Board under the symbol "PAYVE."
6.3 Ownership of PAYV Shares. The delivery of certificates to MAS XVI
provided in Section 2.3 will result in the Shareholder or assigns immediate
acquisition of record and beneficial ownership of the PAYV Shares, free and
clear of all Encumbrances other than as required by Federal and State securities
laws.
<PAGE>
6.4 No Conflict as to PAYV and Subsidiaries. Neither the execution and
delivery of this Agreement nor the consummation of the sale of the PAYV Shares
to the Shareholders will (a) violate any provision of the certificate of
incorporation or by-laws (or other governing instrument) of PAYV or any of its
Subsidiaries or (b) violate, or be in conflict with, or constitute a default (or
an event which, with notice or lapse of time or both, would constitute a
default) under, or result in the termination of, or accelerate the performance
required by, or excuse performance by any Person of any of its obligations
under, or cause the acceleration of the maturity of any debt or obligation
pursuant to, or result in the creation or imposition of any Encumbrance upon any
property or assets of PAYV or any of its Subsidiaries under, any material
agreement or commitment to which PAYV or any of its Subsidiaries is a party or
by which any of their respective property or assets is bound, or to which any of
the property or assets of PAYV or any of its Subsidiaries is subject, or (c)
violate any statute or law or any judgment, decree, order, regulation or rule of
any court or other Governmental Body applicable to PAYV or any of its
Subsidiaries except, in the case of violations, conflicts, defaults,
terminations, accelerations or Encumbrances described in clause (b) of this
Section 6.4, for such matters which are not likely to have a material adverse
effect on the business or financial condition of PAYV and its Subsidiaries,
taken as a whole.
6.5 Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration with, any
Governmental Body is required to be made or obtained by PAYV or any of either of
their Subsidiaries in connection with the execution, delivery and performance of
this Agreement by PAYV or the consummation of the sale of the PAYV Shares to the
Shareholders.
6.6 Other Consents. No consent of any Person is required to be obtained
by MAS XVI or PAYV to the execution, delivery and performance of this Agreement
or the consummation of the sale of the PAYV Shares to the Shareholders,
including, but not limited to, consents from parties to leases or other
agreements or commitments, except for any consent which the failure to obtain
would not be likely to have a material adverse effect on the business and
financial condition of MAS XVI or PAYV.
6.7 Financial Statements. Prior to closing, PAYV shall have delivered
to the Shareholder consolidated balance sheets of PAYV and its Subsidiaries as
at December 31, 1998 and September 30, 1999, and statements of income and
changes in financial position for each of the periods then ended, together with
the report thereon of PAYV's independent accountant (the "PAYV Financial
Statements"). Such PAYV Financial Statements and notes fairly present the
consolidated financial condition and results of operations of PAYV and its
Subsidiaries as at the respective dates thereof and for the periods therein
referred to, all in accordance with generally accepted United States accounting
principles consistently applied throughout the periods involved, except as set
forth in the notes thereto, and shall be utilizable in any SEC filing in
compliance with Rule 310 of Regulation S-B promulgated under the Securities Act.
6.8 Brokers or Finders. Other than M. Richard Cutler, Brian Lebrecht,
Vi Bui, James Stubler and Samuel Eisenberg, PAYV has not employed any broker or
finder or incurred any liability for any brokerage or finder's fees or
commissions or similar payments in connection with the sale of the PAYV Shares
to the Shareholders.
<PAGE>
6.9 Purchase for Investment. PAYV is purchasing the MAS XVI Shares
solely for its own account for the purpose of investment and not with a view to,
or for sale in connection with, any distribution of any portion thereof in
violation of any applicable securities law.
7. Access and Reporting; Filings With Governmental Authorities; Other
Covenants.
7.1 Access Between the date of this Agreement and the Closing Date.
Each of the Shareholder and PAYV shall (a) give to the other and its authorized
representatives reasonable access to all plants, offices, warehouse and other
facilities and properties of MAS XVI or PAYV, as the case may be, and to its
books and records, (b) permit the other to make inspections thereof, and (c)
cause its officers and its advisors to furnish the other with such financial and
operating data and other information with respect to the business and properties
of such party and its Subsidiaries and to discuss with such and its authorized
representatives its affairs and those of its Subsidiaries, all as the other may
from time to time reasonably request.
7.2 Regulatory Matters. The Shareholder and PAYV shall (a) file with
applicable regulatory authorities any applications and related documents
required to be filed by them in order to consummate the contemplated transaction
and (b) cooperate with each other as they may reasonably request in connection
with the foregoing.
8. CONDUCT OF MAS XVI'S BUSINESS PRIOR TO THE CLOSING. The Shareholder
shall use its best efforts to ensure the following:
8.1 Operation in Ordinary Course. Between the date of this Agreement
and the Closing Date, MAS XVI shall cause conduct its businesses in all material
respects in the ordinary course.
8.2 Business Organization. Between the date of this Agreement and the
Closing Date, MAS XVI shall (a) preserve substantially intact the business
organization of MAS XVI; and (b) preserve in all material respects the present
business relationships and good will of MAS XVI.
8.3 Corporate Organization. Between the date of this Agreement and the
Closing Date, MAS XVI shall not cause or permit any amendment of its certificate
of incorporation or by-laws (or other governing instrument) and shall not:
1. issue, sell or otherwise dispose of any of its Equity Securities, or
create, sell or otherwise dispose of any options, rights, conversion rights or
other agreements or commitments of any kind relating to the issuance, sale or
disposition of any of its Equity Securities;
2. create or suffer to be created any Encumbrance thereon, or create, sell
or otherwise dispose of any options, rights, conversion rights or other
agreements or commitments of any kind relating to the sale or disposition of any
Equity Securities;
3. reclassify, split up or otherwise change any of its Equity Securities;
1.
<PAGE>
d. be party to any merger, consolidation or other business combination;
4. sell, lease, license or otherwise dispose of any of its properties or
assets (including, but not limited to rights with respect to patents and
registered trademarks and copyrights or other proprietary rights), in an amount
which is material to the business or financial condition of MAS XVI except in
the ordinary course of business; or
5. organize any new Subsidiary or acquire any Equity Securities of any
Person or any equity or ownership interest in any business.
8.4 Other Restrictions. Between the date of this Agreement and the
Closing Date, MAS XVI shall not:
1. borrow any funds or otherwise become subject to, whether directly or by
way of guarantee or otherwise, any indebtedness for borrowed money;
2. create any material Encumbrance on any of its material properties or
assets;
3. increase in any manner the compensation of any director or officer or
increase in any manner the compensation of any class of employees;
4. create or materially modify any material bonus, deferred compensation,
pension, profit sharing, retirement, insurance, stock purchase, stock option, or
other fringe benefit plan, arrangement or practice or any other employee benefit
plan (as defined in section 3(3) of ERISA);
5. make any capital expenditure or acquire any property or assets;
6. enter into any agreement that materially restricts PAYV, MAS XVI or any
of their Subsidiaries from carrying on business;
7. pay, discharge or satisfy any material claim, liability or obligation,
absolute, accrued, contingent or otherwise, other than the payment, discharge or
satisfaction in the ordinary course of business of liabilities or obligations
reflected in the MAS XVI Financial Statements or incurred in the ordinary course
of business and consistent with past practice since the date of the MAS XVI
Financial Statements; or
8. cancel any material debts or waive any material claims or rights.
9. DEFINITIONS.
As used in this Agreement, the following terms have the meanings specified
or referred to in this Section 9.
9.1 "Business Day" C Any day that is not a Saturday or Sunday or a day
on which banks located in the City of New York are authorized or required to be
closed.
9.2 "Code" C The Internal Revenue Code of 1986, as amended.
9.3 "Encumbrances" C Any security interest, mortgage, lien, charge,
adverse claim or restriction of any kind, including, but not limited to, any
restriction on the use, voting, transfer, receipt of income or other exercise of
any attributes of ownership, other than a restriction on transfer arising under
Federal or state securities laws.
9.4 "Equity Securities" C See Rule 3aB11B1 under the Securities
Exchange Act of 1934.
9.5 "ERISA" C The Employee Retirement Income Security Act of 1974, as
amended.
<PAGE>
9.6 "Governmental Body" C Any domestic or foreign national, state or
municipal or other local government or multi-national body (including, but not
limited to, the European Economic Community), any subdivision, agency,
commission or authority thereof.
9.7 "Knowledge" C Actual knowledge, after reasonable investigation.
9.8 "Person" C Any individual, corporation, partnership, joint venture,
trust, association, unincorporated organization, other entity, or Governmental
Body.
9.9 "Subsidiary" C With respect to any Person, any corporation of which
securities having the power to elect a majority of that corporation's Board of
Directors (other than securities having that power only upon the happening of a
contingency that has not occurred) are held by such Person or one or more of its
Subsidiaries.
10. TERMINATION.
10.1 Termination. This Agreement may be terminated before the Closing
occurs only as follows:
1. By written agreement of the Shareholder and PAYV at any time.
2. By PAYV, by notice to the Shareholders at any time, if one or more of the
conditions specified in Section 3 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1) would otherwise occur or
if satisfaction of such a condition is or becomes impossible.
3. By the Shareholder, by notice to PAYV at any time, if one or more of the
conditions specified in Section 4 is not satisfied at the time at which the
Closing (as it may be deferred pursuant to Section 2.1), would otherwise occur
of if satisfaction of such a condition is or becomes impossible.
4. By either the Shareholders or PAYV, by notice to the other at any time
after February 28, 2000, if the transaction has not been completed.
10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, this Agreement shall terminate without any liability or further
obligation of any party to another.
13. NOTICES. All notices, consents, assignments and other communications
under this Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with receipt
confirmed), provided that a copy is mailed by registered mail, return receipt
requested, or (c) received by the delivery service (receipt requested), in each
case to the appropriate addresses, telex numbers and facsimile numbers set forth
below (or to such other addresses, telex numbers and facsimile numbers as a
party may designate as to itself by notice to the other parties).
<PAGE>
(a) If to PAYV:
Payforview.com Corp.
1055 W. Hastings, Suite 300
Vancouver, BC V6E 2E9
Attn: Marc Pitcher
Facsimile (212) 605-0151
Copy to:
Dieterich and Associates
11300 W. Olympic Blvd., Suite 800
Los Angeles, CA 90064
Attn: Chris Dieterich
Facsimile (310) 312-6680
(b) If to the Shareholder:
c/o Cutler Law Group
610 Newport Center Drive, Suite 800
Newport Beach, CA 92660
Facsimile No.: (949) 719-1988
Attention: M. Richard Cutler, Esq.
14. MISCELLANEOUS.
14.2 Expenses. Each party shall bear its own expenses incident to the
preparation, negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
14.3 Captions. The captions in this Agreement are for convenience of
reference only and shall not be given any effect in the interpretation of this
agreement.
14.4 No Waiver. The failure of a party to insist upon strict adherence to
any term of this Agreement on any occasion shall not be considered a waiver or
deprive that party of the right thereafter to insist upon strict adherence to
that term or any other term of this Agreement. Any waiver must be in writing.
14.5 Exclusive Agreement; Amendment. This Agreement supersedes all prior
agreements among the parties with respect to its subject matter with respect
thereto and cannot be changed or terminated orally.
14.6 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be considered an original, but all of which
together shall constitute the same instrument.
<PAGE>
14.7 Governing Law, Venue. This Agreement and (unless otherwise provided)
all amendments hereof and waivers and consents hereunder shall be governed by
the internal law of the State of California, without regard to the conflicts of
law principles thereof. Venue for any cause of action brought to enforce any
part of this Agreement shall be in Orange County, California.
14.8 Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors and assigns,
provided that neither party may assign its rights hereunder without the consent
of the other, provided that, after the Closing, no consent of MAS XVI or the
Shareholder shall be needed in connection with any merger or consolidation of
PAYV with or into another entity.
IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement
to be executed by their respective offi-cers, hereunto duly authorized, and
entered into as of the date first above written.
PAYFORVIEW.COM CORP
a Nevada corporation
/s/ Marc Pitcher
____________________________________________________
By: Marc Pitcher, President
MRC LEGAL SERVICES CORPORATION
/s/ M. Richard Cutler
____________________________________________________
By: M. Richard Cutler, President
<PAGE>
EXHIBIT A
MAS XVI SHAREHOLDER AND ASSIGNS
Shareholder PAYV Shares to be Issued
- ----------- ----------------------------
MRC Legal Services LLC 148,200
Brian A. Lebrecht 45,600
Vi Bui 34,200
MAS Capital Inc. 50,000
James Stubler 28,500
Portfolio investment Strategies Corp. 28,500
TOTAL 335,000
[Please note that Portfolio investment Strategies Corp. is a lower case "i"]
CONSULTING AGREEMENT
CONSULTING AGREEMENT dated as of February 22, 2000 between PAYFORVIEW.COM
CORP, a Nevada corporation, ("PAYV"), on the one hand, and M. RICHARD CUTLER
("Cutler"), BRIAN A. LEBRECHT ("Lebrecht"), VI BUI ("Bui"), JAMES STUBLER
("Stubler") and SAMUEL EISENBERG ("Eisenberg", and, together with Cutler,
Lebrecht, Bui and Stubler, the "Consultants"), on the other hand.
WHEREAS:
A. Consultants have agreed to render consulting services with regard to
the negotiation and completion of a stock exchange between PAYV and the majority
shareholder of MAS Acquisition XVI Corp., an Indiana corporation (the "MAS XVI
Shareholder").
B. In the event PAYV is able to complete the Stock Exchange with the
MAS XVI Shareholder, PAYV wishes to compensate Consultants for their consulting
services.
NOW THEREFORE, it is agreed:
1. Cash Compensation. PAYV shall pay by bank wire to Cutler a
------------------
consulting fee of $100,000.00 immediately upon the execution of a stock exchange
agreement with the MAS XVI Shareholder.
2. Stock Compensation. PAYV shall pay and cause to be issued to the
-------------------
Consultants a consulting fee of 335,000 shares of common stock of PAYV (the
"Shares") immediately upon the execution of a stock exchange agreement with the
MAS XVI Shareholder. Such shares shall be subject to registration by PAYV on
Form S-8 within 7 days of PAYV closing on the stock exchange agreement with the
MAS XVI Shareholder. The Consultants agree to prepare and file the S-8
Registration Statement at their sole expense. PAYV agrees to furnish the
opinion of counsel required as Exhibit 5 for such Registration Statement at its
sole expense. Such shares shall be issued as follows: 174,200 to Cutler, 53,600
to Lebrecht, 40,200 to Bui, 33,500 to Stubler and 33,500 to Eisenberg.
3. Miscellaneous. This Agreement (i) shall be governed by the laws of
-------------
the State of California; (ii) may be executed in counterparts each of which
shall constitute an original; (iii) shall be binding upon the successors,
representatives, agents, officers and directors of the parties; and (iv) may not
be modified or changed except in a writing signed by all parties.
<PAGE>
This Consulting Agreement has been executed as of the date first above
written.
PAYFORVIEW.COM CORP.
/s/ Marc Pitcher
____________________________________________________
By: Marc Pitcher, President
CONSULTANTS
/s/ M. Richard Cutler
____________________________________________________
M. Richard Cutler
/s/ Brian A. Lebrecht
____________________________________________________
Brian A. Lebrecht
/s/ Vi Bui
____________________________________________________
Vi Bui
/s/ James Stubler
____________________________________________________
James Stubler
/s/ Samuel Eisenberg
____________________________________________________
Samuel Eisenberg
____________________________________________________
RESTATED ARTICLES OF INCORPORATION
OF
PAYFORVIEW.COM, INC.
FIRST: The name of this Corporation is:
PAYFORVIEW.COM, INC.
SECOND: Its principal office in the State of Nevada is
located at 202 South Minnesota Street, Carson City, Nevada,
89703. The name and address of its resident agent is Capitol
Document Services, Inc., at the above address.
THIRD: The nature of the business and the object and
purposes to be transacted, promoted and carried on by the
corporation are and shall continue to be:
To engage in any lawful business authorized and permitted by
the laws of the State of Nevada, United States, and any and
all counties, states or cities wherein this said corporation
may undertake to engage in business.
FOURTH: The total number of authorized capital stock of
the corporation is One Hundred Million (100,000,000) shares at
$.0001 par value per share. Said shares at $.0001 per value may
be issued by the corporation from time to time for such
consideration as may be fixed 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 in the by-laws of this corporation, provided that the
number of directors shall not be reduced to less than one unless
there is less than one stockholder.
The Board of Directors shall consist of three (3) members
whose names and addresses are as follows:
NAME ADDRESS
Marc Pitcher 305-1188 Richards Street
Vancouver, BC V6B 3E6
Canada
Nicholas R. M. Meredith Rosemount, Grange Road
Winchester, Hants
SO23 9RT
United Kingdom
Warren Wayne 7480 Reeder Road
Richmond, BC
Canada
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 each officer
signing these restated articles of incorporation is as follows:
<PAGE>
NAME ADDRESS
Marc Pitcher 305-1188 Richards Street
(President) Vancouver, BC V6B 3E6
Canada
Warren Wayne 7480 Reeder Road
(Secretary) Richmond, BC
Canada
EIGHTH: This corporation is to have perpetual existence.
NINTH: In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized, subject to the by-laws, if any, adopted by the
shareholders, to make, alter or amend the by-laws of the
corporation.
TENTH: Meetings of stockholders may be held outside of
the State of Nevada at such place or places as may be designated
from time to time by the board of directors or in the by-laws of
the corporation.
ELEVENTH: To the fullest extent permitted by Chapter 78 of
the Nevada Revised Statutes, as the same exists or may hereafter
be amended, an officer or director of the corporation who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by
or in the right of the corporation, or is or was serving at the
request of the corporation as an officer, director, employee or
agent of another corporation, partnership, joint venture, trust
or other enterprise, shall be indemnified by the corporation
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
him in connection with such action, suit or proceeding.
TWELFTH: 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, and
all rights conferred upon stockholders herein are granted subject
to this reservation.
WE, THE UNDERSIGNED, being the officers herein before named
for the purpose of filing these restated articles of
incorporation pursuant to the General Corporation Law of the
State of Nevada, do make and file these restated articles of
incorporation, hereby declaring and certifying that the facts
herein stated are true, and accordingly have hereunto set our
hands this twenty-ninth day of October, 1999.
/s/ Marc Pitcher /s/ Warren Wayne
Marc Pitcher, Warren Wayne,
President Secretary
ARTICLES OF INCORPORATION
OF
SIERRA GOLD CORPORATION
KNOW ALL MEN BY THESE PRESENTS;
I, the undersigned, do this day voluntarily acknowledge the
forming of a corporation under and pursuant to the laws of the
State of Nevada, and I HEREBY CERTIFY:
<PAGE>
FIRST: The name of the corporation is
SIERRA GOLD CORPORATION
SECOND: The principal office of this corporation is to be
at 777 East Williams Box 2849
in the city of Carson 89702 State of Nevada.
FIRST CARTEL, INC. is hereby named as Resident
Agent of this corporation and in charge of it's said office in
Nevada.
THIRD: The nature of the business, object and purpose to
be transacted, promoted, or carried on by the corporation are:
A. To conduct any lawful business, to promote any lawful
purpose, and to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law
of the State of Nevada and to and in every kind of fiduciary
capacity and generally to do all that is necessary or convenient
which are incident to or which a natural person might or could
do.
B. To purchase, receive, take by grant, gift, devise
bequest or otherwise lease, or otherwise acquire, own, hold,
improve, employ, use and otherwise deal in and with real or
personal property, on any interest therein, wherever situated,
and to sell, convey, lease, exchange, transfer or otherwise
dispose of, or mortgage or pledge, all or any of it's property
and assets, or any interests therein, whatever situated.
C. To engage generally in the real estate business as
principal, and in any lawful capacity, and generally to take,
lease, purchase, or otherwise acquire, and to own, use, hold,
sell, convey, exchange, lease, mortgage, work, clear, improve,
develop, divide, and otherwise handle, manage operate, deal in
and dispose of mining claims, oil leases, oil and gas wells, real
estate, real property, lands, multiple-dwelling structures,
houses, buildings and other works and any interest or right
therein; to take lease, purchase or otherwise handle or acquire
and to own, use, hold, sell, convey, exchange, hire, lease
pledge, mortgage, and otherwise handle, and deal in and dispose
of, as principal rent or in any lawful capacity, such personal
property, chattels, chattels real, rights, easements, privileges,
chooses in actions, notes, bonds, mortgages, and securities as
may lawfully be acquired, held or disposed of and to acquire,
purchase, sell, assign, transfer, dispose of and generally deal
in and with as principal, agent, broker, and in any lawful
capacity, mortgages and other interests in real, personal, and
mixed properties; to carry on a general oil exploration, mining
exploration and management business as principal, agent,
representative, contractor, sub-contractor, and in any other
lawful capacity. To manufacture, purchase or acquire in any
lawful manner and to hold, own, mortgage, pledge, sell, transfer,
or in any manner dispose of, and to deal and trade in goods,
wares, merchandise, and property of any and every class and
description, and in any part of the world.
D. To apply for, register, obtain, purchase, lease, take
licenses in respect of or otherwise acquire, and to hold, own,
use, operate, develop, enjoy, turn to account, grant licenses and
immunities in respect of, manufacture under and to introduce,
sell, assign, mortgage, pledge or otherwise dispose of and, in
any manner deal with and contact with reference to:
1. Inventions, devices, formulae, processes,
improvements and modifications thereof:
<PAGE>
2. Letters patent, patent rights, patented processes,
copyrights, designs, and similar rights, trade-
marks, trade names, trade symbols and other
indications or and ownership granted by
or recognized under the laws of the United States
of America, any state or subdivision thereof, and
any commonwealth, territory, possession,
dependency, colony, possession agency or
instrumentality of the United States of America
and of any foreign country, and all rights
connected therewith or appertaining thereunto.
3. Franchises, licenses, grants and concessions.
E. To make, enter into, perform and carry out contracts of
every kind and description with any person, firm, association,
corporation or government or agency or instrumentality thereof.
F. To lend money in furtherance of its corporate purposes
and to invest and reinvest it's funds from time to time to such
extent, to such persons, firms, associations, corporations,
governments or agencies or instrumentalities thereof, and on such
terms and on such security, if any, as the Board of Directors of
the corporation may determine and direct any officer to complete.
G. To borrow money without limit as to amount and at such
rates of interest as it may determine; from time to time to issue
and sell it's own securities, including it's shares of stock,
notes, bonds, debentures, and other obligations, in such amounts,
on such terms and conditions, for such purposes and for such
prices, now or hereafter permitted by the laws of the State of
Nevada and by the Board of Directors of the corporation as they
may determine; and to secure any of its obligations by mortgage,
pledge or other encumbrance of any or all of it's property,
franchises and income.
H. To be a promoter or manager of other corporations of
any type or kind; and to participate with others in any
corporation, partnership, limited partnership, joint venture, or
other association of any kind, or in any transaction, undertaking
or arrangement which the corporation would have power to conduct
by itself, whether or not such participation involves sharing or
delegation of control with or to others.
I. To promote and exercise all or any part of the
foregoing purposes and powers in and all parts of the world, and
to conduct it's business in all or any branches in any lawful
capacity.
The foregoing enumeration of specific purposes and powers
shall not be held to limit or restrict in any manner the purposes
and powers of the corporation by references to or inference from
the terms or provisions of any other clause, but, shall be
regarded as independent purposes.
FOURTH: The amount of the total capital stock of the
corporation is twenty five hundred (2,500) shares of common stock
with no par value.
FIFTH: The number of the governing board shall be styled
DIRECTORS and the number of such directors shall be no less than
one (1), or more than five (5). The first board of directors
shall be One Member whose name and post office address is as
follows:
Mr. James Barry Somervail
28708 North Mill Lane
Bowling Green, Kentucky, 42101
SIXTH: The initial number of stockholders will be one
(1). Additional stockholders may be obtained. The number of
directors may be charged as provided in N.R.S. 78.330.
<PAGE>
SEVENTH: The capital stock of this corporation after the
amount of the subscription price or par value has been paid in,
shall not be subject to assessment to pay debts of this
corporation and no stock issued as fully paid up shall ever be
assessable or assessed and the Articles of Incorporation shall
not be amended in the particular.
EIGHTH: This corporation is to have perpetual existence.
I, the undersigned, being the original incorporator for the
purpose of forming a corporation to do business both within and
without the State of Nevada, and in pursuance of the General
Corporation Law of the State of Nevada, effective March 31, 1925
and as subsequently amended to make and file this certificate,
hereby declaring and certifying that the facts herein above
stated are true.
This 26th day of August, 1988.
/s/
Address: P. O. Box 2849
Carson City, NV. 89702
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SIERRA GOLD CORPORATION
The undersigned being the Secretary of Sierra Gold
Corporation, a Nevada Corporation, hereby certify that by
majority vote of the Board of Directors and majority vote of the
stockholders at a meeting held on the 26 August 1993, it was
agreed by unanimous vote that this CERTIFICATE AMENDING ARTICLES
OF INCORPORATION be filed.
The undersigned further certify that ARTICLES FOURTH of the
original Articles of Incorporation filed on the 25 day of August
1993 herein is amended to read as follows:
RESOLVED that Article Fourth is hereby amended to read as
follows:
<PAGE>
The total number of authorized capital stock is increased to
Twenty Five million (25,000,000) shares at $000.1 par value per
share shall be authorized. Said shares at $.0001 par value may
be issued by the corporation from time to time for such
consideration as may be fixed from time to time by the Board of
Directors.
RESOLVED that the Corporation declare a 500 to 1 forward
stock split to be effective September 10, 1993.
The undersigned hereby certify that they have on the 26
August 1993 executed this Certificate Amending that original
Articles of Incorporation heretofore filed with the Secretary of
State of Nevada.
/s/ Barry Somervail
Barry Somervail, President
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
SIERRA GOLD CORPORATION
The undersigned, being the President and the Secretary of Sierra
Gold Corporation, a Nevada Corporation, hereby certify that by
majority vote of the Board of Directors and majority vote of the
stockholders at a meeting held on 18 December, 1998, it was voted
and adopted a resolution to amend the original Articles of
Incorporation as follows:
The undersigned further certify that ARTICLES ONE and FOUR of the
original Articles of Incorporation filed on the 26th day of
August, 1988 herein is amended to read as follows:
ARTICLE ONE, NAME is amended to read:
The name of the Corporation shall be:
"PAYFORVIEW.COM CORP".
ARTICLE FOUR, CAPITAL STOCK is amended to read:
The total number of authorized capital stock is increased to One
Hundred Million (100,000,000) shares at $.0001 par value per
shares shall be authorized. Said share at $.0001 per value may
be issued by the corporation from time to time for such
consideration as may be fixed by the Board of Directors.
The Corporation declare a 2 shares for each 1 share forward stock
split to be effective January 15, 1999.
The undersigned hereby certify that they have on this 18th
December 1998 executed this Certificate Amending that original
Articles of Incorporation heretofore is file with the Secretary
of State of Nevada.
/s/ Barry Somervail
Barry Somervail, President
/s/ M. Zapara
M. Zapara, Secretary
RESOLUTION OF THE BOARD OF DIRECTORS
of
PAYFORVIEW.COM
WHEREAS, the corporation is attempting to lower the effective
trading price of its securities in the marketplace, and desires
to accomplish this by increasing the number of shares being
traded;
NOW, THEREFORE, BE IT RESOLVED, that the officers of the
corporation are hereby directed to file an amendment to the
Articles to effect a split of the securities on a 3-for-2 basis,
to be filed with and implemented on or before April 9, 1999.
Approved:
/s/ Marc Pitcher
Marc Pitcher, Director
/s/ Warren Wayne
Warren Wayne, Director
BYLAWS
OF
SIERRA GOLD CORPORATION
(the "Corporation")
Article I.
Office
The Board of Directors she designate and the Corporation shall
maintain a principal office, The location of the principal office
may be changed by the Board of Directors. The Corporation also
may have offices in such other places as the; Board may from time
to time designate. The location of the initial principal office
of the Corporation shall be designated by resolution.
Article II.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the Corporation shall
be held at such place within or without the State of Nevada as
shall be set forth in compliance with these Bylaws. The meeting
shall be held on the 3 1" of December of each year. If such day
is a legal holiday, the meeting shall be on the next business
day. This meeting shall be for the election of Directors and for
the transaction of such other business as may properly come
before it.
<PAGE>
2. Special Meetings
Special meetings of shareholders, other than those regulated by
statute, may be called by the President upon written request of
the holders of 50% or more of the outstanding shares entitled to
vote at such special meeting. Written notice of such meeting
stating the place, the date and hour of the meeting, the purpose
or purposes for which it is called, and the name of the person by
whom or at whose direction the meeting is called shall be given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day,
and hour of the meeting, and in the case of a special meeting,
the purpose or purposes for which the meeting is called, which
shall be delivered not less than ten or more than fifty days
before the date of the meeting, either personally or by mail to
each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder
at his address as it appears on the books of the Corporation,
with postage thereon prepaid. Attendance at the meeting shall
constitute a waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, either within or
without the State of Nevada as the place of meeting for any
annual meeting or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders
entitled to vote at a meeting may designate any place, either
within or without the State of Nevada, as the place for the
holding of such meeting. If no designation is made, or if a
special meeting is otherwise called, the place of meeting shall
be the principal office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more
than sixty days prior to any meeting as the record date for the
purpose of determining shareholders entitled to notice of and to
vote at such meetings of the shareholders. The transfer books
may be closed by the Board of Directors for a stated period not
to exceed fifty days for the purpose of determining shareholders
entitled to receive payment of any dividend, or in order to make
a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled
to vote, represented in person or by proxy, shall constitute a
quorum at a meeting of shareholders. If less than a majority of
the outstanding shares are represented at a meeting, a majority
of the shares so represented may adjourn the meeting from time to
time without further notice. At a meeting resumed after any such
adjournment at which a quorum shall be present or represented,
any business may be transacted, which might have been transacted
at the meeting as originally noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting,
may vote at such meeting in person or by proxy. Except as may
otherwise be provided in the currently filed Articles of
incorporation, every shareholder shall be entitled to one vote
for each share standing in his name on the record of
shareholders. Except as herein or in the currently filed
Articles of Incorporation otherwise provided, all corporate
action shall be determined by a majority of the vote's cast at a
meeting of shareholders by the holders of shares entitled to vote
thereon.
<PAGE>
8. Proxies
At all meetings of shareholders, a shareholder may vote in person
or by proxy executed in writing by the 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. No proxy shall be valid after six months from the date
of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders,
may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by a majority of the,
shareholders entitled to vote with respect to the subject matter
thereof.
Article III
Board Of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by
its Board of Directors. The Board of Directors may adopt such
rules and regulations for he conduct of their meetings and the
management of the Corporation as they appropriate under the
circumstances. The Board shall have authority to authorize
changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number
between one and five, as the Directors may by resolution
determine from time to time. Each of the Directors shall hold
office until the next annual meeting of shareholders and until
his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without
other notice than by this Bylaw, immediately after and, at the
same place as the annual meeting of shareholders. The Board of
Directors may provide, by resolution, the time and place for the
holding of additional regular meetings without other notice than
this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order
of the Chairman of the Board or the President. The Secretary
shall give notice of the time, place and purpose or purposes of
each special meeting by mailing the same at least two days before
the meeting or by telephone, telegraphing or telecopying the same
at least one day, before the meeting to each Director. Meeting
of the Board of Directors may be held by telephone conference
call.
5. Quorum
A majority of the members of the Board of Directors shall
constitute a quorum for the transaction of business, but less
than a quorum may adjourn any meeting from time to time until a
quorum shall be present, whereupon the meeting may be held, as
adjourned, without further notice. At any meeting at which every
Director shall be present, even though without any formal notice,
any business may be transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall
have one vote, The act of a majority of Directors present at a
meeting shall be the act of the full Board of Directors, provided
that a quorum is present.
<PAGE>
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in
the case of death, resignation, or removal of any Director, or if
the authorized number of Directors is increased, or if the
shareholders fail, at any meeting of the shareholders, at which
any Director is to be elected, to elect the full authorized
number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the
shareholders holding a majority of the shares outstanding and
entitled to vote, Such vacancy shall be filled by the Directors
then in office, though less than a quorum, to hold office until
the next annual meeting or until his successor is duly elected
and qualified, except that any directorship to be filled by
election by the shareholders at the meeting at which the Director
is removed. 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.
9. Resignation
A Director may resign at any time by delivering written
notification thereof to the President or Secretary of the
Corporation. -A resignation shall become effective upon its
acceptance by the Board of Directors; provided, however, that if
the Board of Directors has not acted thereon within ten days from
the date of its delivery, the resignation shall be deemed
accepted.
10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the
Board of Directors at which action on any corporate matter is
taken shall be presumed to have assented to the action(s) taken
unless his dissent shall be placed 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.
11. Compensation
By resolution of the Board of Directors, the Directors may be
paid their expenses, if any, of attendance at each meeting of the
Board of Directors or a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation
in any other capacity and receiving compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the
Directors are incapacitated or otherwise unable to attend the
meetings and function as Directors, the remaining members of the
Board of Directors shall have all the powers necessary to
function as a complete Board, and for the purpose of doing
business and filling vacancies shall constitute a quorum until
such time as all Directors can attend or vacancies can be. filled
pursuant to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman
of the Board, who shall preside at all meetings of the Board of
Directors, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors, The
Chairman may by appointment fill any vacancies on the Board of
Directors.
<PAGE>
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President., one or
more Vice Presidents, and a Secretary Treasurer, each of whom
shall be elected by a majority of the Board of Directors, Such
other Officers and assistant Officers as may be deemed necessary
may be elected or appointed by the Board of Directors. In its
discretion, the Board of Directors may leave unfilled for any
such period as it may determine any office except those of
President and Secretary. Any two or more offices may be held by
the same person, Officers may or may not be Directors or
shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of
Directors shall be elected annually by the Board of Directors at
the first meeting of the Board of Directors held after each
annual meeting of the shareholders. If the election of Officers
shall not be held at such meeting, such election shall be held as
soon thereafter as convenient, Each Officer shall hold office
until his successor shall have been duly elected and shall have
qualified OF until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written
resignation either to the President or to the Secretary. Unless
otherwise specified therein, such resignation shall take effect
upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors
whenever in its judgment the best interests of the Corporation
will be served thereby, but such removal shall be without,
prejudice to the contract rights, if any, of the person so
removed. Election or appointment of an Officer or agent shall not
of itself create contract rights. Any such removal shall require
a majority vote of the Board of Directors, exclusive of the
Officer in question if he is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be
created, may be filled by the Board of Directors for the un-
expired portion of the term.
6 President
The President shall be the chief executive and administrative
Officer of the Corporation. He shall preside at all meetings of
the stockholders and, in the absence of the Chairman of the
Board, at meetings of the Board of Directors, He shall exercise
such duties as customarily pertain to the office of President and
shall have general and active supervision over the property,
business, and affairs of the Corporation and over its several
Officers, agents, or employees other than those appointed by the
Board of Directors, He may sign, execute and deliver in the name
of the Corporation powers of attorney., contracts, bonds and
other obligations, and shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
<PAGE>
7. Vice President
The Vice President shall have such powers and perform such duties
as may be assigned to him by the Board of Directors or the
President. In the absence or disability of the President, the
Vice President designated by the Board or the President shall
perform the duties and exercise the powers of the President, A
Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the
stockholders and of the Board of Directors and, to the extent
ordered by the Board of Directors or the President, the minutes
of meetings of all committees, He shall cause notice to be given
of meetings of stockholders, of the Board of Directors, and of
any committee appointed by the Board. He shall have custody of
the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the performance
of the duties vested in other Officers, which shall at all
reasonable times be open to the examination of any Directors, He
may sign or execute contracts with the President or a Vice
President thereunto authorized in the name of the Corporation and
affix the seal of the Corporation thereto. He shall perform such
other duties as may be prescribed from time to time by the Board
of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and
disbursement of funds of the Corporation. He shall endorse on
behalf of the Corporation for collection checks, notes and other
obligations, and shall deposit the same to the credit accounts to
any Director of the Corporation upon application at the office of
the Corporation during business hours; and, whenever required by
the Board of Directors or the President, shall render a statement
of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the
Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such.
powers as may be assigned to them by the Board of Directors.
11. Salaries
The salaries or other compensation of the Officers of the
Corporation shall be fixed from time to time by the Board of
Directors, except that the Board of Directors may delegate to any
person or group of persons the power to fix the salaries or other
compensation of any subordinate Officers or agents, No Officer
shall be prevented from receiving any such salary or compensation
by reason of the fact that he is also a Director of the
Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or
agent of the Corporation shall execute to the Corporation a bond
in such sums and with such surety or sureties as the Board of
Directors may direct, conditioned upon the faithful performance
of his duties to the Corporation, including responsibility for
negligence and for the accounting for all property, moneys or
securities of the Corporation, which may come into his hands.
<PAGE>
Article V.
Contracts, Loans, Checks And Deposits
1. Contracts
The Board of Directors may authorize any Officer or Officers,
agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the
Corporation and such authority may be general or confined to
specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the
Corporation, no negotiable paper or other evidence of its
obligation under any loan or advance shall be issued in its name,
and no property of the Corporation shall be mortgaged, pledged,
hypothecated or transferred as security for the payment of any
loan, advance, indebtedness or liability of the Corporation
unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific
instances.
3. Deposits
All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in
such banks, trust companies or other depositories as the Board of
Directors may select, or as may be selected by an Officer or
agent of the Corporation authorized to do so by the Board of
Directors.
4. Checks and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence
of indebtedness of the Corporation shall be signed by such
Officer or Officers or such agent or agents of the Corporation
and in such manner as the Board of Directors from time to time
may determine. Endorsements for deposits to the credit of the
Corporation in any of its duly authorized depositories shall be
made in such manner as the Board of Directors may from time to
time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the
form of an appropriate legal writing, which shall be signed by
the President or Vice President and by the Treasurer or by the
Secretary, and sealed with the seat of the Corporation. The seal
may be facsimile, engraved or printed. Where such bond or
debenture is authenticated with the manual signature of an
authorized Officer of the Corporation or other trustee designated
by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's
Officers named thereon may be facsimile. In case any Officer who
signed, or whose facsimile signature has been used on any such
bond or debenture, shall cease to be an Officer of the
Corporation for any reason before the same has been delivered by
the Corporation, such bond or debenture may nevertheless be
adopted by the Corporation and issued and delivered as though the
person who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
<PAGE>
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by
certificates prepared by the Board of Directors and signed by the
President. The signatures of such Officers upon a certificate may
be facsimiles if the certificate is countersigned by a transfer
agent or registered by a registrar other than the Corporation
itself or one of its employees, All certificates for shares shall
be consecutively numbered or otherwise identified, The name' and
address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be
entered on the stock transfer books of. the Corporation, All
certificates surrendered to the Corporation for transfer shall be
canceled except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and
indemnity to the Corporation as the Board of Directors may
prescribe.
2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the
stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper
evidence of authority to transfer, or by his attorney thereunto
authorized by power of attorney duly executed and filed with the
Secretary of -.the Corporation, and on surrender for cancellation
of the certificate for such shares. The person in whose name
shares stand on the books of the Corporation shall be deemed by
the Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors of shall have the power to appoint one or
more transfer agents and registrars for the transfer and
registration of certificates of stock of any class, and may
require that stock certificates shall be countersigned and
registered by one or more of such transfer agents and registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any
certificate theretofore issued by it alleged to have been lost or
destroyed. The Board of Directors may require the owner of such a
certificate or his legal representative to give the Corporation a
bond in such sum and with such sureties as the Board of Directors
may direct to indemnify the Corporation as transfer agents and
registrars, if any, against claims that may be made on account of
the issuance of such new certificates. A new certificate may be
issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such
consideration as shall be fixed from time to time by the Board of
Directors. In the absence of fraud, the determination of the
Board of Directors as to the value of any property or services
received in full or partial payment of shares shall be
conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder thereof, in fact.,
and shall not be bound to recognize any equitable or other claim
to or on behalf of this Corporation to any and all of the rights
and powers incident to the ownership of such stock at any such
meeting, and shall have power and authority to execute and
deliver proxies and consents on behalf of this Corporation in
connection with the exercise by this Corporation of the rights
and powers incident to the ownership of such stock, The Board of
Directors, from time to time, may confer like powers upon any
other person or persons.
<PAGE>
Article VII
Indemnification
No Officer or Director shall be personally liable for any
obligations of the Corporation or for any duties or obligations
arising out of any acts or conduct of said Officer or Director
performed for or on behalf of the Corporation. The Corporation
shall and does hereby indemnify and hold harmless each person and
his heirs and administrators who shall serve at any time
hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which
such persons shall become subject by reason of his having
heretofore or hereafter been a Director or Officer of the
Corporation, or by reason of any action alleged to have
heretofore or hereafter taken or omitted to have been taken by
him as such Director or Officer, and shall reimburse each such
person for all legal and other expenses reasonably incurred by
him in connection with any such claim or liability, including
power to defend such persons from all suits or claims as provided
for under the provisions of the Nevada Revised Statutes;
provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection
with arty claim or liability arising out of his own negligence or
willful misconduct. The rights accruing to any person under the
foregoing provisions of this section shall not exclude any other
right to which he may lawfully be entitled, nor shall anything
herein contained restrict the right of the Corporation to
indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its
Directors, Officers, employees and agents shall be My protected
in taking any action or making any payment, or in refusing so to
do in reliance upon the advice of counsel.
Article VIII
Notice
Whenever any notice is required to be given to any shareholder or
Director of the Corporation under the provisions of the Articles
of Incorporation, or under the provisions of the Nevada Statutes,
a waiver thereof in writing signed by the person or persons
entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.
Attendance at any meeting shall constitute a waiver of notice of
such meetings, except where attendance is for the express purpose
of objecting to the holding of that meeting.
Article IX
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws
adopted by a majority of the entire Board of Directors at any
regular or special meeting. Any Bylaw adopted by the Board may be
repealed or changed by the action of the shareholders.
Article X
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be
varied by resolution of the Board of Directors.
Article XI
Dividends
The Board of Directors may at any regular or special meeting, as
they deem advisable, declare dividends payable out of the surplus
of the Corporation.
<PAGE>
Article XII
Corporate Seal
The seal of the Corporation shall be in the form of a circle and
shall bear the name of the Corporation and the year of
incorporation per sample affixed hereto.
Date: August 26, 1988
/s/ Barry Somervail
Barry Somervail Secretary
DAVIDSON & COMPANY
[LETTERHEAD]
February 23, 2000
Payforview.com Corp.
Suite 300, Guiness Tower
1055 West Hastings Street
Vancouver, BC
V6E 2E9
Dear Sirs:
Re: Form 8-K
We refer to the Form 8-K Registration Statement of Payforview.com Corp. filed
pursuant to the Securities Exchange Act of 1933, as amended.
We conducted an audit of Voyager International Entertainment Inc.'s consolidated
financial statements at December 31, 1998 and have provided an audit report
dated July 21, 1999. We hereby consent to the filing of our audit report as
part of the aforementioned Registration Statement.
/s/ Davidson & Company
Vancouver, Canada Chartered Accountants
BARRY L. FRIEDMAN, P.C.
Certified Public Accountant
1582 TULITA DRIVE OFFICE (702) 361-8414
LAS VEGAS, NEVADA 89123 FAX NO.(702) 896-0278
To Whom It May Concern: June 24, 1999
The firm of Barry L. Friedman, P.C., Certified Public
Accountant consents to the inclusion of their report of June 24,
1999, on the Financial Statements of PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation), as of December 31, 1998, in
this Form 8-K with the U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
Certified Public Accountant
