U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
PAYFORVIEW.COM CORP.
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(Name of Small Business Issuer in its Charter)
Nevada, U.S.A. 91-1976310
(State or other Jurisdiction (IRS Employer
of Incorporation or Organization) Identification No.)
575 Madison Avenue, 10th Floor, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number (212) 605-0150
Securities to be registered under Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered: Each Class is to be Registered:
Securities to be registered under Section 12(g) of the Act:
Common Stock
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(Title of Class)
<PAGE>
FORWARD LOOKING STATEMENTS
CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS
PayForView.com Corp., an Internet-based, diversified
entertainment company ("PayForView" or the "Company" or the
"Registrant") cautions readers that certain important factors may
affect the Company's actual results and could cause such results
to differ materially from any forward-looking statements that may
be deemed to have been made in this Document or that are
otherwise made by or on behalf of the Company. For this purpose,
any statements contained in the Document that are not statements
of historical fact may be deemed to be forward-looking
statements. This Registration contains statements that
constitute "forward-looking statements". These forward-looking
statements can be identified by the use of predictive,
future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or
similar terms. These statements appear in a number of places in
this Registration and include statements regarding the intent,
belief or current expectations of the Company, its directors or
its officers with respect to, among other things: (i) trends
affecting the Company's financial condition or results of
operations for its limited history; (ii) the Company's business
and growth strategies; (iii) the Internet and Internet commerce;
and, (iv) the Company's financing plans. Investors are cautioned
that any such forward-looking statements are not guarantees of
future performance and involve significant risks and
uncertainties, and that actual results may differ materially from
those projected in the forward-looking statements as a result of
various factors. Factors that could adversely affect actual
results and performance include, among others, the Company's
limited operating history, dependence on continued growth in the
use of the Internet for entertainment and media distribution, the
Company's relative inexperience with the Internet, potential
fluctuations in quarterly operating results and expenses,
security risks of transmitting information over the Internet,
government regulation, technological change and competition.
The accompanying information contained in this Registration,
including, without limitation, the information set forth under
the heading "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business"
identifies important additional factors that could materially
adversely affect actual results and performance. All of these
factors should be carefully considered and evaluated. All
forward-looking statements attributable to the Company are
expressly qualified in their entirety by the foregoing cautionary
statement. Any forward-looking statements in this report should
be evaluated in light of these important risk factors. The
Company is also subject to other risks detailed herein or set
forth from time to time in the Company's filings with the
Securities and Exchange Commission.
<PAGE>
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Part I
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Item 1. Description of Business
Item 2. Management's Discussion and Analysis or Plan of
Operation
Item 3. Description of Property
Item 4. Security Ownership of Certain Beneficial Owners
and Management
Item 5. Directors, Executive Officers, Promoters
and Control Persons
Item 6. Executive Compensation
Item 7. Certain Relationships and Related Transactions
Item 8. Description of Securities
Part II
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Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters
Item 2. Legal Proceedings
Item 3. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Item 4. Recent Sales of Unregistered Securities
Item 5. Indemnification of Directors and Officers
Part F/S
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Item 1. Financial Statements
Part III
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Index to Exhibits
Signatures
Exhibits
Except where the context otherwise requires, all references
in this Registration to (a) the "Registrant" or the "Company" or
"PayForView" refer to PayForView.com, Inc., a Nevada corporation,
(b) the "Web" refer to the World Wide Web and (c) the "site"
refer to the Company's website at "www.PayForView.com".
PART I
Item 1. 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.
The registrant 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.
The registrant will also acquire, distribute and sell filmed
entertainment in the traditional manner through existing
relationships with distributors and content providers.
The registrant is in the process of acquiring content and
creating programming and broadcasting for Internet and
traditional distribution.
The registrant was organized on August 26, 1988, under the
name Sierra Gold Corporation and under the laws of the State of
Nevada. The registrant had no operations at that time and as such
was considered a development stage company.
The registrant 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 the registrant 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, the
registrant 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.
Company Objectives
The registrant 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
The registrant plans to enter the marketplace through
alliances with entertainment and technology companies that will
provide elements needed for the completion of the registrant'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 the registrant.
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
The registrant 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 the registrant with
filmed product. Through distribution of existing libraries and
other licensed property, management believes that the registrant
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 the registrant 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 the registrant with the
Internet broadcast rights to these films on an exclusive basis
allowing the registrant to develop and maintain a competitive
edge.
2. Technology Providers
The registrant's marketing plan is to provide online
entertainment through partnerships with Internet technology
leaders. To that end, the registrant is working with various
companies for technical joint ventures and service agreement to
provide essential streaming video and web casting services.
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 the registrant
to reliably deliver programming via the Internet. InterVu has
developed proprietary technology which allows the registrant to
manage broadcast streams in real time and gives the registrant
access to critical information about its video database and
streaming files.
With its own distributed broadcast network, InterVu can
provide the registrant 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
The registrant 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 the registrant
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
The registrant 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;
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
The registrant 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
The registrant is in the business of delivering
entertainment. The registrant 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 the registrant'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 the registrant.
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
*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, the registrant 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 the registrant'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)
The registrant 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 the registrant now through the acquisition of
additional content, and using the most current Internet
technology available, the registrant will be positioned to take
advantage of this online commerce trend.
Market Position
In planning a market intrusion, the registrant 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.
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.
The registrant will provide a "turnkey content package" to
these Islands. By collecting content and creating and perfecting
a delivery and tracking mechanism, the registrant 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 the registrant's subscriber list.
Additionally, by retaining control of the content and delivery
system, the registrant 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 filmed
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.
As international television, satellite, cable, video and DVD
markets grow, the registrant is positioned to take advantage of
these established and emerging market areas.
Through distribution of the existing library and other
licensed property, the registrant 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.
The registrant's approach differs from these through
diversification. By having Record Label, Sports alliances and a
Film Sales Acquisition Division, the registrant 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, the registrant is creating a vertically
integrated approach to building a business. This will lend
further security to shareholders and set the registrant apart
from the competition.
Marketing Plan
Distribution Sales Strategy
Because of the registrant'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 the registrant'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 the registrant rather than product
publicity.
Public Relations
During 2000, the registrant will focus on the following
publicity strategies:
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
The registrant 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.
The registrant 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.
Risk Factors:
The registrant 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.
The registrant expects to incur losses on both a quarterly
and an annual basis for the foreseeable future and cannot assure
investors of ever achieving profitability.
The registrant'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.
The registrant 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.
The registrant'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.
* the ability of the registrant 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.
* the registrant'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 the registrant'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 the registrant's viewer base
and a resultant impairment of the registrant's ability to
generate advertising and e-commerce transaction revenues.
The registrant 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. The registrant may not be
able to replace or supplement these services on a timely basis,
if at all. In addition, because the registrant must rely on
third-party telecommunications services providers for connection
to the Internet, the registrant may not be able to control
decisions regarding the availability of, or our access to,
services at any given time.
The registrant's success will depend to a large degree upon
the efforts of its management, technical and marketing personnel.
The registrant'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.
The registrant 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, the registrant will have to provide
sufficiently compelling and popular content to generate users and
support advertising intended to reach such users. The registrant
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.
The registrant 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 the registrant's websites.
* the demographics of prospective users.
* the registrant's ability to deliver focused programming
and advertiser interactivity through its websites.
* the overall cost-effectiveness and value of advertising
on the registrant's network.
* the registrant's ability to achieve recognition of the
PayForView.com name.
The registrant'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 the registrant'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. The registrant is also
unable to assure investors that the steps taken to protect
proprietary rights will be adequate. Furthermore, The registrant
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.
The registrant 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 the registrant 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 the registrant associated with this issue.
Item 2. Management's Discussion and Analysis or
Plan of Operation.
The accompanying information contained in this Registration,
including, without limitation, the information set forth under
the heading "Risk Factors," "Management's Discussion and Analysis
of Financial Condition and Results of Operations" and "Business"
identifies important factors that could materially adversely
affect actual results and performance. Any forward-looking
statements in this report should be evaluated in light of these
important risk factors. The registrant is also subject to other
risks detailed herein or set forth from time to time in the
registrant's filings with the Securities and Exchange Commission.
Financial Condition
As of September 30, 1999, the registrant 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
The registrant 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 the registrant over the
next 18 to 24 months should also improve the liquidity of the
registrant.
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 the registrant's shares in
exchange for 100% of the issued and outstanding shares of
Voyager, such that Voyager became a wholly-owned subsidiary of
the registrant. Voyager shareholders received 0.6 shares of the
registrant for each Voyager share held. A total of 2,596,280
restricted shares of the registrant'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, the registrant 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, the registrant completed a two-for-one
forward stock split.
Reel Media License
On February 19, 1999, the registrant 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 the registrant 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 the registrant 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, the registrant 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. The registrant 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.
Bacchus Asset Purchase
On March 23, 1999, the registrant 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 the registrant to continue to invest in
current projects, the registrant 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, the registrant 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 the registrant's option for the
purposes of evaluating content licensing agreements and for the
inspection of content to be acquired by the registrant. 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, the registrant 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 the registrant declared a three-for-two
forward stock split.
Sportsworld Live
On April 14, 1999, the registrant 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
the registrant of 25,000 restricted shares of the registrant and
payment of a license fee equal to 8% of gross revenue received by
the registrant from distribution and advertising purchases. To
date, the registrant 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, the registrant 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. The registrant 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, the registrant entered into a license
and development agreement with Ottawa, Canada-based InGenius
Multimedia. Under the terms of the agreement, InGenius agreed to
license to the registrant 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, the registrant 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.
William Mutual Consulting Agreement
In August 1999, the registrant 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. The registrant
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, the registrant 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 the registrant on the day immediately preceding the date of a
notice of conversion to the registrant 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.
Item 3. Description of 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 main office in New York, 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.
Item 4. Security Ownership of Certain Beneficial Owners
and Management
(a) Security ownership of certain beneficial owners. The table
below identifies any individual (including any "group") 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 the
small business issuer's voting securities:
<TABLE>
<S> <C> <C> <C>
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.
</TABLE>
(b) Security ownership of management. The table below sets for
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 the registrant
as a group.
<TABLE>
<S> <C> <C> <C>
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 Item 4(a), above, regarding
management contracts of Nic Meredith and Warren Wayne.
</TABLE>
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 the registrant.
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 5. Directors, Executive Officers, Promoters
and Control Persons.
(a) Directors and Executive Officers:
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.
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.
(b) 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.
ITEM 6. EXECUTIVE COMPENSATION.
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term Compensation
Annual Compensation Awards Payouts
------------------------------- ----------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
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, the registrant had no Long Term
Compensation plans or agreements with any of its officers or
directors.
Employment Contracts
On January 4, 1999, the registrant 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.
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.
Item 7. Certain Relationships and Related Transactions.
None.
Item 8. Description of Securities.
The registrant's only class of stock is Common Stock. Each
share has equal and identical rights to every other share for
purposes of dividends, liquidation preferences, voting rights and
any other attributes of a company's common stock. No voting
trusts or any other arrangement for preferential voting exist
among any of the shareholders, and there are no restrictions in
the bylaws or articles of incorporation precluding issuance of
further common stock or requiring any liquidation preferences,
voting rights or dividend priorities with respect to this class
of stock. As of January 31, 2000, there were approximately
48,112,847 shares of the Company's Common Stock issued and
outstanding. Each share of Common Stock entitles the holder
thereof to one vote, either in person or by proxy, at a meeting
of shareholders. The holders are not entitled to vote their
shares cumulatively. Accordingly, the holders of more than 50%
of the issued and outstanding shares of Common Stock can elect
all of the directors of the registrant.
All shares of common Stock are entitled to participate
ratably in dividends when and as declared by the registrant's
Board of Directors out of the funds legally available therefor.
Any such dividends may be paid in cash, property or additional
shares of Common Stock.
Holders of Common Stock have no preemptive rights or other
subscription rights, conversion rights, redemption or sinking
fund provisions. In the event of the dissolution, whether
voluntary or involuntary, of the registrant each share of Common
Stock is entitled to share ratably in any assets available for
distribution to holders of the equity securities of the
registrant after satisfaction of all liabilities.
Dividend Policy
To the best of management's knowledge, the registrant has
not declared or paid any dividends on its outstanding Shares
since its inception and does not anticipate that it will do so in
the foreseeable future. The declaration of dividends on the
Shares is within the discretion of the registrant's board of
directors and will depend upon the assessment of, among other
factors, earnings, capital requirements and the operating and
financial condition of the registrant. At the present time the
registrant's anticipated capital requirements are such that it
intends to follow a policy of retaining earnings in order to
finance the further development of its business.
The registrant is limited in it ability to pay dividends on
its Shares by limitations under Nevada law relating to the
sufficiency of profits from which dividends may be paid.
PART II
Item 1. Market Price of and Dividends on the Registrant's
Common Equity and Other Shareholder Matters.
A. Market Information
The Company's common stock is presently quoted on the OTC
Bulletin Board of the NASD under the ticker symbol "PAYV".
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 (this requirement will be
satisfied by the filing and effectiveness of this Registration
Statement, the passage of 90 days and the continued timely filing
by the Company of all reports required to be filed by it with the
Securities and Exchange Commission); 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*
<TABLE>
<S> <C> <C>
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.
</TABLE>
(i) 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.
(ii) 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.
(iii) There is currently no common equity that is being or
is proposed to be publicly offered by the registrant, the
offering of which could have a material effect on the market
price of the issuer's common equity.
B. Holders
As of January 31, 2000, the Company had approximately 176
shareholders of record.
Applicability of Low-Priced Stock Risk Disclosure
Requirements.
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.
C. Dividend Policy
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.
D. Reports to Shareholders
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.
E. Transfer Agent and Registrar
The Company's Transfer Agent for its shares of voting Common
Stock is Transfer Online, 227 SW Pine Street, Suite 300,
Portland, Oregon 97204.
Item 2. Legal Proceedings.
To the best knowledge of the officers and directors of the
registrant, neither the registrant nor any of its officers or
directors is a party to any material legal proceeding or
litigation and such persons know of no other material legal
proceeding or litigation contemplated or threatened. There are no
judgments against the registrant or its officers or directors.
None of the officers or directors has been convicted of a felony
or misdemeanor relating to securities or performance in corporate
office.
Item 3. Changes in and Disagreements with Accountants.
None.
Item 4. Recent Sales of Unregistered Securities.
On January 5th, 1999, the Company issued 3,096,280 shares of
its Common Stock in exchange for 100% of the issued and
outstanding shares of Voyager International Entertainment, Inc.
The shares were issued such that Voyager shareholders received
0.6 shares of the registrant's Common Stock for each share of
Voyager held. As a result of the transaction, Voyager became a
wholly-owned subsidiary of the registrant. The transaction has
been treated as a reverse takeover for accounting purposes.
In January of 1999, the registrant purchased 100% of the
issued and outstanding shares of 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 the company. 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. This acquisition was accomplished under Rule 4(2) of the
Securities Act of 1933 and Rule 145 of the Securities and
Exchange Act of 1934.
On February 19, 1999, the registrant 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 the registrant 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 35,000
restricted shares had a deemed value of $0.50 per share for
acquisition purposes. This issuance was accomplished under Rule
4(2) of the Securities Act of 1933.
On March 11, 1999, the registrant 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. The registrant 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
having a negotiated value of $0.70 per share. This issuance was
accomplished under the exemption provided by Rule 506 of
Regulation D.
On March 23, 1999, the registrant 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 the registrant to continue to invest in
current projects, the registrant 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. This
issuance was completed under the auspices of Regulation S of the
Securities Act of 1933.
On March 29, 1999, the registrant contracted the motion
picture and programming consulting services of Sage Entertainment
of New York. The value of Sage's services was set at $1,000 per
month for ongoing consulting and $2,000 in advance as a retainer.
For payment of the retainer, the registrant issued 1000
restricted shares with a deemed value of $2.00 per share. This
issuance was accomplished under Rule 4(2) of the Securities Act
of 1933. No monthly payments have been made at this time.
On April 14, 1999, the registrant concluded an agreement,
negotiated in January, with Australian media company Sportsworld
Network PTY Limited for the Internet broadcast rights to a
library 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 the registrant of 25,000
restricted shares of the registrant and payment of a license fee
equal to 8% of gross revenue received by the registrant from
distribution and advertising purchases. To date, the registrant
has paid to Sportsworld 25,000 shares of the Company's restricted
Common Stock with a deemed value of $0.50 per share. This
issuance was completed under the auspices of Regulation S of the
Securities Act of 1933.
On April 15, 1999, the registrant entered into an Investment
Agreement with Swartz Private Equity, LLC, to allow for the sale
of up to $40,000,000 of the Registrant's common stock in a
registered offering to be conducted by Swartz. As a commitment
fee, upon final execution of the contract, the Registrant issued
to Swartz 300,000 warrants allowing for the purchase of one share
of the Registrant's common stock for each warrant exercised, with
an exercise price of $4.50 per share, and an exercise period of 5
years. This exercise price may be reset every six months to
reflect lowered market conditions, such that the exercise price
will be approximately the then-current price of the Company's
common stock on any public exchange, which price will prevail for
the ensuing six-month period. To date, none of these warrants
have been exercised, and no placement of any of the securities by
Swartz has taken place. These warrants were issued under the
exemption available within Regulation D, Rule 506, as Swartz is
an accredited investor.
On May 31, 1999, the registrant signed a consulting
agreement with William Stuart of Los Angeles for the provision of
advice and expertise related to the Motion Picture Industry. The
value of ongoing consulting by William Stuart was set at
$250,000. The registrant 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.
The share issuance was accomplished under Rule 4(2) of the
Securities Act of 1933.
In June 1999, the registrant 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 the registrant on the day immediately preceding the date of a
notice of conversion to the registrant 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.
On August 17, 1999, the registrant entered into a license
and development agreement with Ottawa, Canada-based InGenius
Multimedia. 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, the registrant has paid InGenius $50,000 in cash
as a retainer and 200,000 shares of the Company's Common Stock
with a deemed value of $0.50 per share. This issuance was
conducted under the Regulation S exemption.
In August 1999, the registrant signed a consulting agreement
with William Mutual of Vancouver, Canada for the provision of
ongoing advice and expertise related to Streaming Media
technology. For ongoing consulting services, the value of Mr.
Mutual's services was set at $50,000. The registrant issued
25,000 restricted shares to William Mutual, with a deemed value
of $2.00 per share. This placement was conducted under the
exemption provided by Regulation S, as Mr. Mutual is a Canadian
citizen.
Item 5. Indemnification of Directors and Officers.
Article Eleventh of the Restated Articles of Incorporation
of the Company provides that no director of the Company shall
have personal liability to the corporation or to its shareholders
for damages for any breach of duty in such capacity, provided,
however, that the provisions shall not eliminate or limit:
(a) acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law, or
(b) the payment of dividends in violation of Section 78.300
of the Nevada Revised Statutes.
Section 78.751(1) of the Nevada Revised Statutes ("NRS")
authorizes a Nevada corporation to indemnify any director,
officer, employee, or corporate agent "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, except an action by or in the
right of the corporation" due to his or her corporate role.
Section 78.751(1) extends this protection "against expenses,
including attorneys' fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in
connection with the action, suit or proceeding if he or she acted
in good faith and in a manner which he or she reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful."
Section 78.751(2) of the NRS also authorizes indemnification
of the reasonable defense or settlement expenses of a corporate
director, officer, employee or agent who is sued, or is
threatened with a suit, by or in the right of the corporation.
The party must have been acting in good faith and with the
reasonable belief that his or her actions were not opposed to the
corporation's best interests. Unless the court rules that the
party is reasonably entitled to indemnification, the party
seeking indemnification must not have been found liable to the
corporation.
To the extent that a corporate director, officer, employee,
or agent is successful on the merits or otherwise in defending
any action or proceeding referred to in Section 78.751(1) or
78.751(2), Section 78.751(3) of the NRS requires that he be
indemnified "against expenses, including attorneys' fees,
actually and reasonably incurred by him or her in connection with
the defense."
Section 78.751 (4) of the NRS limits indemnification under
Sections 78.751 (1) and 78.751(2) to situations in which either
(1) the stockholders, (2) the majority of a disinterested quorum
of directors, or (3) independent legal counsel determine that
indemnification is proper under the circumstances.
Pursuant to Section 78.751(5) of the NRS, the corporation
may advance an officer's or director's expenses incurred in
defending any action or proceeding upon receipt of an
undertaking. Section 78.751(6)(a) provides that the rights to
indemnification and advancement of expenses shall not be deemed
exclusive of any other rights under any bylaw, agreement,
stockholder vote or vote of disinterested directors. Section
78.751(6)(b) extends the rights to indemnification and
advancement of expenses to former directors, officers, employees
and agents, as well as their heirs, executors, and
administrators.
Regardless of whether a director, officer, employee or agent
has the right to indemnity, Section 78.752 allows the corporation
to purchase and maintain insurance on his behalf against
liability resulting from his or her corporate role.
PART F/S
A. Financial Exhibits
1. PayForView.com Corp. Consolidated Interim Financial
Statements January 1, 1999 - September 30, 1999
2. Voyager International Entertainment, Inc. Audited Financial
Statements Date of Inception - December 31, 1998
3. Sierra Gold Corporation Audited Financial Statements
December 31, 1998; December 31, 1997; December 31, 1996
<PAGE>
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
<PAGE>
<TABLE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<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
=========== ===========
History and organization of the Company (Note 1)
The accompanying notes are an integral part
of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
PAYFORVIEW.COM CORP.
(formerly Sierra Gold Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
(Expressed in United States Dollars)
(Unaudited - Prepared by Management)
<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
=========== ===========
The accompanying notes are an integral part
of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
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)
<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)
========= ======== ======== ======== ======== ========
The accompanying notes are an integral part
of these consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
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)
<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 $ - $ - $ -
----------- ----------- -----------
Supplemental disclosure for non-cash operating, financing
and investing activities (Note 12)
The accompanying notes are an integral part
of these consolidated financial statements.
</TABLE>
<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,
"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.
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.
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
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
======= ======= ======= =======
5. GOODWILL
Net Book Value
------------------
Accumulated (Audited)
Cost Amortization 9/30/99 12/31/98
------ ------- ------- -------
Goodwill $ 4,046 $ 607 $ 3,439 $ -
======= ======= ======= =======
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.
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 $ -
======= ======= ======= =======
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.
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.
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).
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.
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
============
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 1998
<PAGE>
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.
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>
<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
==========
History 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.
</TABLE>
<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
<TABLE>
<S> <C>
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.
</TABLE>
<PAGE>
VOYAGER INTERNATIONAL ENTERTAINMENT INC.
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Expressed in United States Dollars)
<TABLE>
<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)
========= ========= ========= ========= =========
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<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>
<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 $ -
==========
Supplemental disclosure for non-cash operating, financing and
investing activities (Note 12)
The accompanying notes are an integral part of these consolidated
financial statements.
</TABLE>
<PAGE>
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.
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.
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.
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:
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.
<PAGE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
December 31, 1997
December 31, 1996
<PAGE>
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
any filings that are necessary now or in the near future with the
U.S. Securities and Exchange Commission.
Very truly yours,
/s/ Barry L. Friedman
Certified Public Accountant
<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
<PAGE>
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>
<TABLE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation
(A Development Stage Company)
BALANCE SHEET
ASSETS
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
PAYFORVIEW.COM CORP.
(Formerly Sierra gold Corporation)
(A Development Stage Company)
STATEMENT OF OPERATIONS
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
PAYFORVIEW.COM CORP.
(Formerly Sierra Gold Corporation)
(A Development Stage Company)
STATEMENT OF CASH FLOWS
<S> <C> <C> <C> <C>
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
</TABLE>
<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
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.
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.
PART III
Item 1. Index to Exhibits
No. Description
- ---- -----------
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.
10.1 Long Form Agreement completing purchase of Voyager
assets by the registrant, dated January 5, 1999.
10.2 Employment Contract between the registrant and Marc
Pitcher for Employment as President, dated January 3,
1999.
10.3 Employment Contract between the registrant and Nic
Meredith for Employment as Vice President, Finance
dated January 3, 1999.
10.4 Employment Contract between the registrant and Warren
Wayne for Employment as Vice President, Acquisitions
dated January 3, 1999.
10.5 Employment Contract between the registrant and Fraser
Barnes respecting Employment as Director of Marketing,
dated April 27, 1999.
10.6 Office lease between the registrant and Guinness
Business Center respecting a six-month term lease for
office space dated January 15, 1999.
10.7 Letter of Intent respecting plans to purchase or merge
with Bacchus Entertainment ("Bacchus"), and fund
Bacchus acquisition plans, dated January 29, 1999.
10.8 Service Agreement between ITV.Net and the registrant
for the provision of Internet broadcasting services and
technology by ITV.Net to The registrant for a fixed
rate and term, dated March 11, 1999.
10.9 Internet Broadcast Agreement between the registrant and
Sportsworld Network (Australia) Pty Limited for several
Sports related clips and highlights dated March 25,
1999.
10.10 Reel Media License for Internet broadcast to 750 film
library.
10.11 Contract between Sage Entertainment Inc. and the
registrant for professional, entertainment industry
consulting services, dated March 29, 1999.
10.12 Warrant for the purchase of 300,000 common shares of
the registrant by Swartz Private Equity, LLC, dated
April 15, 1999.
27 Financial Data Schedule
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of
1934, the registrant has caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized.
PAYFORVIEW.COM CORP.
Date: February 17, 2000 By: /s/ Marc A. Pitcher
Marc A. Pitcher, President, COO
and Director
Date: February 17, 2000 By: /s/ Nicholas R. M. Meredith
Nicholas R. M. Meredith, Vice
President and Director
Date: February 17, 2000 By: /s/ Warren Wayne
Warren Wayne, Vice President and
Director
<PAGE>
Exhibit 3.1 Restated Articles of Incorporation
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:
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
<PAGE>
Exhibit 3.2 Articles of Incorporation
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:
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:
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.
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
<PAGE>
Exhibit 3.3 Certificate of Amendment of Articles of
Incorporation
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:
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.
Barry Somervail, President
<PAGE>
Exhibit 3.4 Certificate of Amendment of Articles of
Incorporation
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.
Barry Somervail, President
M. Zapara, Secretary
<PAGE>
Exhibit 3.5 Resolution of the Board of Directors authorizing
3-for-2 forward stock split effective April 9, 1999
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
<PAGE>
Exhibit 3.6 Bylaws, adopted on August 26, 1988
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
Barry Somervail Secretary
<PAGE>
Exhibit 10.1 Long Form Agreement completing purchase of Voyager
assets by the registrant, dated January 5, 1999.
ACQUISITION AGREEMENT
THIS AGREEMENT, is made and entered into on the 5th day of
January, 1999, by and between VOYAGER INTERNATIONAL
ENTERTAINMENT, INC., a Nevada corporation (hereinafter referred
to as "Voyager"), and SIERRA GOLD CORPORATION (the name of which
company will be changed to "payforview.com Corp." as of the
Effective Date of this Agreement), a Nevada corporation,
(hereinafter referred to as "Payforview").
WITNESSETH:
WHEREAS, Voyager has an issued capital of 4,327,131 common
shares.
WHEREAS, Voyager has acquired the right to purchase a film
library known as the Blue Lion Investment Trust Feature Film,
Television Program and Animation Library, which consists of
approximately 1,450 titles.
WHEREAS, Payforview has agreed to purchase, and Voyager has
agreed to cause the shareholders of Voyager to sell one hundred
(100%) percent of the issued and outstanding shares of Voyager
(the "Acquisition"), on the terms and conditions herein below set
forth; and
WHEREAS the Acquisition is to be effected pursuant to the
applicable provisions of the Nevada General Corporation Law (the
"GCL"), with Payforview to be the parent corporation, and Voyager
to be a wholly owned subsidiary of the parent after the
Acquisition, with both to continue existence under the GCL.
NOW, THEREFORE, in consideration of the mutual covenants set
forth herein, and for good and valuable consideration, the
receipt and sufficiency of where is hereby acknowledged, the
parties hereto agree as follows:
ARTICLE I
THE ACQUISITION
1.1 The Acquisition
(a) Voyager hereby agrees to cause the delivery of (100%)
of the issued and outstanding shares in its capital
(the "Voyager Shares"), to Payforview in exchange for
the issuance from treasury of shares of Payforview, on
the basis of 0.6 Voyager Shares for each I share of
Payforview (the "Payforview Shares").
The Payforview Shares will be issued in the names of
those individuals or entities to be specified by
Voyager in the amounts as set forth in Exhibit "A"
attached hereto at the time of the Closing, as defined
below.
(b) Upon delivery of the Payforview Shares as described in
subparagraph (a) above, Voyager will become a wholly
owned subsidiary of Payforview in accordance with the
GCL.
(c) As soon as practicable after satisfaction of or, to the
extent permitted hereunder, the waiver of all
conditions attaching to the Acquisition, Payforview and
Voyager will file the necessary certificates with the
Secretary of State of the State of Nevada and make all
other filings or recordings required by the GCL in
connection with the Acquisition. The closing of the
Acquisition (the "Closing") will occur, and the
Acquisition will become effective at such time as
exchange of Payforview Shares and Voyager Shares has
duly taken place (the "Effective Date"). The Closing
will take place at the offices of Boughton Peterson
Yang Anderson, 2500 -1055 Dunsmuir Street, Vancouver,
British Columbia, or at such other place as the parties
will mutually agree.
1.2 Conversion of Shares
(a) At the Effective Date:
(i) Each share of capital stock of Payforview, if any,
held by Payforview as treasury stock immediately
prior to the Effective Date will be cancelled, and
no payment will be made with respect thereto.
(ii) The certificates representing the Payforview
Shares, duly registered in the names of the
respective shareholders of Voyager, will be
delivered thereto and will contain the following
legend:
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") OR ANY STATE SECURITIES LAWS. THE
SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF A CURRENT AND
EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
SUCH APPLICABLE STATE SECURITIES LAWS WITH RESPECT
TO SUCH SHARES, OR AN OPINION OF THE REGISTERED
HOLDER'S COUNSEL REASONABLY ACCEPTABLE TO THE
ISSUER'S COUNSEL TO THE EFFECT THAT SUCH
REGISTRATION IS NOT REQUIRED.
(iii)The shareholders of Voyager will deliver to
Payforview the various certificates, instruments,
and documents necessary to accomplish the
acquisition of Voyager by Payforview.
(iv) No fractional shares of Payforview will be issued
in the Acquisition. All fractional shares to be
issued to individual respective shareholders will
be rounded to the nearest whole share.
1.3 Tax-Free Reorganization
The Acquisition is intended to be a share for share exchange
within the meaning of the Internal Revenue Code of 1986, as
amended (the "IRC").
1.4 Secondary Financing
The parties further acknowledge that they will each use their
best efforts and co-operate in the completion of a second stage
financing in the amount of $10,000,000, on or before September
30, 1999.
1.5 Commission
It has been agreed between the parties that 500,000 shares of
Payforview will be issued in payment of a Commission in respect
of the Acquisition, to be held in trust by EAW Enterprises Ltd.
ARTICLE 2
THE ACQUIRED CORPORATION
2.1 Articles of Incorporation
The Articles of Incorporation of Voyager will remain the Articles
of Incorporation of Voyager until amended in accordance with
applicable law.
2.2 By-Laws
The By-Laws of Voyager in effect at the Effective Date will be
the By-Laws of Voyager until amended in accordance with
applicable law.
2.3 Directors and Officers
From and after the Effective Date, until successors are duly
elected or appointed in accordance with applicable law, (i) the
directors of Voyager at the Effective Date will be the directors
of both Voyager and Payforview, and (ii) the officers of Voyager
at the Effective Date will be the officers of both Voyager and
Payforview.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PAYFORVIEW
Payforview represents and warrants to Voyager that:
3.1 Organization and Existence
Payforview is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Nevada.
Payforview has full corporate power and authority and all
governmental licenses, authorizations, consents and approvals to
own and lease the properties and assets it now owns and leases
and to carry on its business as and where such properties and
assets are now owned or leased and such business is now
conducted, other than any such licenses, authorizations, consents
or approvals which, if not obtained or made, would not have a
material adverse effect on the condition (financial or
otherwise), business, assets, liabilities, capitalizations,
financial position, operations, results of operations or
prospects of Payforview (a "Material Adverse Effect on
Payforview"). Payforview has heretofore made available to
Voyager, true, correct and complete copies of the Articles of
Incorporation and By-Laws of Payforview, each as amended to the
date hereof. Payforview is duly licensed or qualified to do
business as a foreign corporation and is in good standing in all
jurisdictions in which the character of the properties and assets
now owned or leased by it or the nature of the business is not
conducted by it requires it to be so licensed or qualified and in
which failure so to qualify could reasonably be expected to have
a Material Adverse Effect on Payforview.
Since its incorporation, Payforview has had no Subsidiaries. For
the purposes of this Agreement, "Subsidiary" means any entity of
which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or
other persons performing similar functions are directly or
indirectly owned by Payforview. For the purposes hereof, the term
"Subsidiary" will mean a subsidiary as defined in Rule 405 under
the Securities Act of 1933 (the "Act").
3.2 Capitalization
(a) The authorized capital stock of Payforview consists of
25,000,000 common shares, par value $0.001 per share,
of which 1,250,000 are issued and outstanding, (on a
"pre-split" basis).
(b) All outstanding shares of capital stock of Payforview
have been duly authorized and validly issued and are
fully paid and non-assessable and are not subject to
preemptive rights created by statute, Payforview's
Articles of Incorporation or By Laws, or any agreement
to which Payforview is a party or by which Payforview
may be bound. None of the outstanding securities of
Payforview was issued in violation of the Securities
Act of 1933, as amended, (the "Securities Act"), or the
securities or blue-sky laws of any state or other
jurisdiction.
3.3 Authority and Non-contravention
(a) Payforview has the full corporate power and authority
to execute, deliver and perform this Agreement and to
consummate the Acquisition, except for confirmation and
approval by Payforview's stockholders in connection
with the consummation of the Acquisition, all corporate
acts and proceedings required to be taken by or on the
part of Payforview to authorize Payforview to execute,
deliver and perform this Agreement and to consummate
the Acquisition have been duly and validly taken. This
Agreement constitutes the legal, valid and binding
agreement of Payforview enforceable against it in
accordance with its terms.
(b) The execution, delivery and performance by Payforview
of this Agreement, and the consummation of the
Acquisition by Payforview, require no consent,
approval, order or authorization of, action by or in
respect of, or registration or filing with, any
governmental body, court, agency, official or authority
(collectively, "Governmental Body"), other than (i)
shareholder approval (ii) the filing of a certificate
in accordance with the GCL; and (iii) such other
filings or registrations with, or authorizations,
consents or approvals of, any Governmental Body, the
failure of which to make or obtain would not materially
adversely affect the ability of Payforview or Voyager
to consummate the Acquisition.
(c) The execution, delivery and performance by Payforview
of this Agreement and consummation by Payforview of the
Acquisition do not and will not:
(i) contravene or conflict with the Articles of
Incorporation or By-Laws of Payforview;
(ii) assuming the requisite approval of Payforview's
stockholders of the Acquisition, contravene or
conflict with or constitute a violation of any
provision of any law, regulation, judgment,
injunction, order or decree binding upon or
applicable to Payforview;
(iii)constitute a default under or give rise to a right
of termination, cancellations, acceleration or
loss of any material benefit (with or without the
giving of notice or lapse of time or both), or
require the consent, approval, waiver or other
action by any person or entity (a "person"), under
any agreement, contract or other instrument
binding upon Payforview, or any license,
franchise, permit or other similar authorization
held by Payforview; or
(iv) result in the creation or imposition of any lien
(as defined below) on any material asset of
Payforview.
3.4 Certain Interests
Except for Employment/Consulting Agreements entered into between
Payforview and each of Nic Meredith, Warren Wayne and Marc
Pitcher, there are and have been no contracts, agreements,
arrangements or other transactions between Payforview, and any
officer, director, or holder of five percent (5%) or more (a
"Five Percent Stockholder") of any class of outstanding shares of
capital stock of Payforview, or any corporation or other entity
controlled by any such officer, director or Five Percent
Stockholder's family, or any affiliate of any such officer,
director or Five Percent Stockholder.
3.5 Debts
Payforview has no material assets or liabilities other than
those, which are part of the Acquisition, and as set forth and
made part of this Agreement. There are no additional debts or
liabilities, actual or potential, of any nature, including taxes,
assessments, contingent liabilities, or choses in action.
3.6 Compliance
Payforview is not in violation of any applicable provisions of
any law, regulation, order, judgment or decree of any federal or
state court or Governmental Body, the violation of which could
reasonably be expected to have a Material Adverse Effect on
Payforview.
3.7 Financial Information
Payforview has delivered to Voyager copies of the balance sheet
of Payforview as of December 31, 1998 (the "Payforview Balance
Sheet") and the related statements of income and changes in
stockholder's equity for the twelve (12) month period then ended,
as prepared by Payforview (collectively, the "Payforview
Financial Statements"). The Payforview Financial Statements
fairly represent, in conformity with generally accepted
accounting principles consistently applied, the financial
position of Payforview as of such date and its results of
operations and changes in financial position for the twelve month
period then ended.
3.8 Undisclosed Liabilities
Except for (i) liabilities reflected in the Payforview Balance
Sheet and (ii) liabilities incurred in the ordinary course of
business of Payforview subsequent to December 31, 1998,
Payforview has no liabilities or obligations (whether absolute,
accrued or contingent) that are of a character which, under
generally accepted accounting principles, should be accrued,
shown, disclosed or indicated in a balance sheet of Payforview,
or are material to the business, financial condition or results
of operations of Payforview, and there is no existing condition,
situation or set of circumstances which, to the best knowledge of
Payforview, could reasonably be expected to result in such a
liability or obligation.
3.9 Absence of Certain Changes
Since December 31, 1998, there has not been:
(a) any change in condition (financial or otherwise) of the
properties, assets, liabilities, business or prospects
of Payforview which can reasonably be expected to have
a Material Adverse Effect on Payforview.
(b) any redemption, purchase or other acquisition of any
shares of the capital stock of Payforview, or any
issuance of any shares of capital stock other than a
two for one stock split increasing the issued and
outstanding shares of Payforview; or
(c) any amendment of the Articles of Incorporation or By-
Laws of Payforview, except such as may be necessary to
comply with the terms of this Agreement (complete and
correct copies of which have been delivered to
Voyager).
3.10 Employee Benefit Plans
There is no "employee benefit plan," as defined in Section 3(3)
of the Employee Retirement Income Security Act of 1974 ("ERISA"),
which (i) is subject to any provision of ERISA, and (ii) is
maintained, administered or contributed to by Payforview or any
affiliate (as defined below) and covers any employee or former
employee of Payforview or any affiliate or under which Payforview
or any affiliate has any material liability. For purposes of this
Paragraph, "affiliate" of any person means any other person which
is a member of a controlled group of corporations with such
person (within the meaning of Section 414(b) of the Code).
3.11 Finder's Fees
There is no investment banker, broker, finder or other
intermediary which has been retained by or is authorized to act
on behalf of Payforview who might be entitled to any fee or
commission from Voyager or any of its affiliates upon
consummation of the Acquisition.
3.12 Tax and Other Returns and Reports
(a) All federal, state, county, local and foreign returns,
information returns, statements, reports and
declarations (collectively, "Returns") relating to
taxes (as defined below) required to be filed by
Payforview have been timely filed, or will be timely
filed prior to the Effective Date, with the appropriate
Governmental Body in all jurisdictions in which such
Returns are required to be filed;
(b) All federal, state, county, local and foreign income,
profits, franchise, gross receipts, sales, use,
occupation, property, withholding, excise and other
taxes, duties, charges or assessments, including
interest, penalties and additions thereto
(collectively, a "Tax" or "Taxes") of Payforview
reflected in the Return have been fully paid or
adequately provided for on the books, and financial
statements of Payforview in accordance with generally
accepted accounting principles at least on a quarterly
basis.
(c) To the best of Payforview's knowledge, no issues have
been raised (and are currently pending) by the Internal
Revenue Service, or any other taxing authority in
connection with any of the Returns referred to in
subparagraph (i) above, which, individually or in the
aggregate, might have a Material Adverse Effect on
Payforview. To Payforview's knowledge, no state of fact
exists which constitutes grounds for the assessment of
further Tax liability beyond that shown on the Returns
described in subparagraph (i) above, or the books and
financial statements of Payforview as stated in
subparagraph (ii) above.
(d) All tax obligations of Payforview are accurately
reflected in the Financial Statements.
(e) Payforview is not subject to any penalty by reason of a
violation of any order, rule, or regulations of, or a
default with respect to any return, report or
declaration required to be filed with any federal,
state, county, local or foreign or other Governmental
Body to which it is subject, which violations or
defaults, individually or in the aggregate, would have
a Material Adverse Effect on Payforview.
3.13 Products Liability
There is no action, suit, proceeding or, to the knowledge of
Payforview, inquiry or investigation pending by or before any
court or Governmental Body against Payforview relating to any
product alleged to have been sold by Payforview and alleged to
have been defective, or improperly designed or manufactured, nor,
to the knowledge of Payforview, is there any valid basis for any
such action, proceeding or investigation.
3.14 Books and Records
The books of account, minute books, stock record books, and other
records of Payforview, all of which have been or will be made
available to Voyager, are complete and correct in all material
respects, and there are no others. At the Effective Date, all of
those books and records of Payforview will be in the possession
of Payforview.
3.15 Copies of Documents
Payforview has delivered or made available to Voyager true and
correct copies of all documents listed in any Schedule to this
Agreement.
3.16 Representations and Warranties
The representations and warranties of Payforview herein, or in
any certificate or other writing delivered by Payforview pursuant
hereto, or in connection with the Acquisition, do not contain any
untrue statement of a material fact, or, taken together, omit to
state a material fact necessary in order to make the statements
herein and therein not misleading in light of the circumstances
in which made.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VOYAGER
4.1 Organization and Existence
(a) Voyager is a corporation duly incorporated, validly
existing, and in good standing under the laws of the
State of Nevada. Voyager has full corporate power and
authority, and all governmental licenses,
authorizations, consents and approvals to own and lease
the properties and assets it now owns and leases, and
to carry on its business as and where such properties
and assets it now owns and leases, and to carry on its
business as and where such properties and assets are
now owned or leased, and such business is now
conducted, other than any such licenses,
authorizations, consents or approvals which, if not
obtained or made, would not have a material adverse
effect on the condition (financial or otherwise),
business, assets, liabilities, capitalization,
financial position, operations, results of operations
or prospects of Voyager (a Material Adverse Effect on
Voyager). Voyager has heretofore made available to
Payforview true, correct and complete copies of the
Articles of Incorporation and By-Laws, each as amended
to the date hereof, of Voyager. Voyager is duly
licensed or qualified to do business as a foreign
corporation, and is in good standing in all
jurisdictions in which the character of the properties
and assets now owned or leased by it, or the nature of
the business now conducted by it, requires it to be so
licensed or qualified, and in which failure so to
qualify could reasonably be expected to have a Material
Adverse Effect on Voyager.
4.2 Capitalization
(a) The authorized capital stock of Voyager consists of
10,000,000 common shares, of which, as at the date of
this Agreement, 4,327,131 are issued and outstanding.
(b) All outstanding shares of capital stock of Voyager have
been duly authorized and validly issued, and are fully
paid and non-assessable, and are not subject to
preemptive rights created by statutes, Voyager's
Articles of Incorporation or By Laws, or any agreement
to which Voyager is a party or by which Voyager may be
bound. Except as set forth in this Paragraph, there are
outstanding (i) no securities of Voyager convertible
into or exchangeable for shares of capital stock or
voting securities of Voyager, and (ii) no options or
other rights to acquire from Voyager, and no
obligations of Voyager to issue, any capital stock,
voting securities or securities convertible into or
exchangeable for capital stock of Voyager. None of the
outstanding securities of Voyager was issued in
violation of the Securities Act, or the securities or
blue sky laws of any state or other jurisdiction.
4.3 Authority and Non-contravention
(a) Voyager has the full corporate power and authority to
execute and deliver and perform this Agreement, and to
consummate the Acquisition. Except for any required
approval by Voyager's stockholders, all corporate acts
and proceedings required to be taken by or on the part
of Voyager to authorize Voyager to execute, deliver and
perform this Agreement, and to consummate the
Acquisition, have been duly and validly taken. This
Agreement constitutes the legal, valid and binding
agreement of Voyager enforceable against it in
accordance with its terms.
(b) The execution, delivery and performance by Voyager of
this Agreement and the consummation of the Acquisition
by Voyager require no consent, approval, order or
authorization of, action by or in respect of, or
registration or filing with, any Governmental Body
other than (i) the filing of a certificate of merger in
accordance with the GCL, and (ii) such other filings or
registrations with or authorizations, consents or
approvals of, any Governmental Body, the failure of
which to make or obtain would not materially adversely
affect the ability of Voyager or Payforview to
consummate this Acquisition.
(c) The execution, delivery and performance by Voyager of
this Agreement and the consummation of the Acquisition
do not and will not:
(i) contravene or conflict with the Articles of
Incorporation or By-Laws of Voyager;
(ii) assuming compliance with the matters referred to
in Paragraph 4.3(b) and assuming the requisite
approval of Voyager's stockholders to the
Acquisition, contravene or conflict with or
constitute a violation of any provision of any
law, regulation, judgment, injunction, order or
decree binding or applicable to Voyager;
(iii)constitute a default under or give rise to a right
of termination, cancellation, acceleration or loss
of any material benefit (with or without the
giving of notice or lapse of time or both), or
require the consent, approval, waiver or other
action by any person, under any agreement,
contract or other instrument binding upon Voyager
or any license, franchise, permit or other similar
authorization held by Voyager; or
(iv) result in the creation or imposition of any lien
on any material asset of Voyager.
4.4 Certain Interests
There are and have been no contracts, agreements, arrangements or
other transactions between Voyager, and any officer, director, or
Five Percent Stockholder of Voyager, or any corporation or other
entity controlled by any such officer, director or Five Percent
Stockholder, a member of any such officer, director or Five
Percent Stockholder's family, or any affiliate of any such
officer, director or Five Percent Stockholder.
4.5 Litigation
There is no action, suit, investigation or proceeding pending or,
to the knowledge of Voyager, threatened against or affecting
Voyager or any of its properties before any court or arbitrator
or any Governmental Body which, if determined or resolved
adversely to Voyager, may reasonably be expected to have a
Material Adverse Effect on Voyager or that would prevent or
hinder the consummation of the Acquisition. Voyager has not been
charged by any Governmental Body with a material violation of,
or, to the knowledge of Voyager, threatened by any Governmental
Body with a charge of a violation of, any federal, state, county
or municipal law or regulation, the resolution of which could
reasonably be expected to have a Material Adverse Effect on
Voyager.
4.6 No Default
Voyager is not in default under, and no condition exists that
with notice or lapse of time or both would constitute a default
under, (i) its Articles of Incorporation or By-Laws, (ii) any
mortgage, loan agreement, contract, agreement, lease, lease
purchase, indenture or evidence of indebtedness for borrowed
money or other instrument to which Voyager is a party or by which
Voyager or any of the assets of Voyager is bound, or (iii) any
judgment, order, decree or injunction of any court, arbitrator or
Governmental Body, which default or potential default could
reasonably be expected to have a Material Adverse Effect on
Voyager.
4.7 Compliance
Voyager is not in violation of any applicable provision of any
law, regulation, order, judgment or decree of any federal or
state court or Governmental Body, the violation of which could
reasonably be expected to have a Material Adverse Effect on
Voyager.
4.8 Employees
To the best knowledge of Voyager, no key employee of Voyager is,
or is now expected to be, in violation of any term of any
employment contract, patent disclosure agreement, non-competition
agreement or any other contract or agreement, or any restrictive
covenant, or any other common law obligation to a former employer
relating to the right of any such employee to be employed by
Voyager because of the nature of the business conducted or to be
conducted by Voyager, of the use of trade secrets or proprietary
information by others, and the employment of the employees of
Voyager does not subject Voyager to any material liability to any
former employer of any such employee.
4.9 Employee Benefit Plan
There is no "employee benefit plan", as defined in Section 3(3)
of ERISA, which (i) is subject to any provision of ERISA; and
(ii) is maintained, administered or contributed to by Voyager or
any affiliate (as defined below) and covers any employee or
former employee of Voyager or any affiliate, or under which
Voyager or any affiliate has any material liability. For
purposes of this Paragraph, "affiliate" of any person means any
other person which is a member of a controlled group of
corporations with such person (within the meaning of Section
414(b) of the IRC)
4.10 Tax and Other Returns and Reports
(a) All Returns relating to taxes required to be filed have
been timely filed, or will be timely filed prior to the
Effective Date, with the appropriate Governmental Body
in all jurisdictions in which Returns are required to
be filed;
(b) All taxes of Voyager reflected in the Returns have been
fully paid or adequately provided for on the books and
financial statements of Voyager in accordance with
generally accepted accounting principles at least on a
quarterly basis;
(c) To the best of Voyager's knowledge, no issues have been
raised (and are currently pending) by the Internal
Revenue Service or any other taxing authority in
connection with any of the Returns referred to in
subparagraph (i) above, which, individually or in the
aggregate, might have a Material Adverse Effect on
Voyager. To Voyager's knowledge, no state of facts
exists which constitutes grounds for the assessment of
further Tax liability beyond that shown on the Returns
described in subparagraph (i) above on the books and
financial statements of Voyager as stated in
subparagraph (ii) above.
Voyager is not subject to any penalty by reason of a
violation of any order, rule or regulation of, or a
default with respect to any return, report or
declaration required to be filed with, any federal,
state, county, local or foreign or other Governmental
Body to which it is subject, which violations or
defaults, individually or in the aggregate, would have
a Material Adverse Effect on Voyager.
4.11 Copies of Documents
Voyager has delivered or made available to Payforview true and
correct copies of all documents listed in any Schedule to this
Agreement, or requested by Payforview.
4.12 Representations and Warranties
The representations and warranties of Voyager herein or in any
certificate or other writing delivered by Voyager pursuant hereto
or in connection with the Acquisition do not contain any untrue
statement of a material fact, or, taken together, omit to state a
material fact necessary in order to make the statements herein
and therein not misleading in light of the circumstances in which
made.
ARTICLE 5
COVENANTS OF VOYAGER AND PAYFORVIEW
The parties hereto agree that:
5.1 Regulatory Approvals
Prior to the Effective Date, each party will execute and file, or
join in the execution and filing of, any application or other
document that may be necessary in order to obtain the
authorization, approval or consent of any Governmental Body,
federal, state, local or foreign, which may be reasonably
required, or that the other party may reasonably request, in
connection with the consummation of the Acquisition. Each party
will use its best efforts to obtain all such authorization,
approvals and consents.
5.2 Certain Filings
Payforview and Voyager will cooperate with one another:
(a) in determining whether any action by or in respect of,
or filing with, any Governmental Body is required, or
any actions, consents, approvals or waivers are
required to be obtained from parties to any material
contracts, in connection with the consummation of the
Acquisition; and
(b) in seeking any such actions, consents approvals or
waivers or making any such filings, furnishing
information required in connection therewith and
seeking to timely obtain any such actions, consents,
approvals or waivers.
5.3 Satisfaction of Conditions Precedent
Payforview and Voyager will use their reasonable best efforts to
satisfy or cause to be satisfied all the conditions precedent
that are set forth in Articles 3 and 4 hereof, as applicable to
each of them, and to cause the Acquisition to be consummated,
and, without limiting the generality of the foregoing, to obtain
all consents and authorizations of third parties and to make all
filings with, and give all notices to, third parties that may be
necessary or reasonably required on its part in order to effect
the Acquisition.
5.4 Public Announcements
Voyager and Payforview will consult with each other before
issuing any press release or making any public statement with
respect to this Agreement and the Acquisition and, except as may
be required by applicable law or any listing agreement with any
Voyager securities exchange, will not issue any such press
release or make any such public statement prior to such
consultation and without approval of the other.
5.5 Further Assurance
At and after the Effective Date, the officers and directors of
Voyager will be authorized to execute and deliver, in the name
and on behalf of Voyager or Payforview, any deeds, bills of sale,
assignments or assurances and to take and do, in the name and on
behalf of Voyager or Payforview, any other actions and things to
vest, perfect or confirm of record or otherwise in either Voyager
or Payforview any and all right, title and interest in, to and
under any of the rights, properties or assets of Voyager acquired
or to be acquired by Payforview as a result of, or in connection
with, the Acquisition.
ARTICLE 6
CONDITIONS 0F THE ACQUISITION
6.1 Conditions to the Obligations of Each Party
The respective obligations of Payforview and Voyager under this
Agreement are subject to the satisfaction at or prior to the
Effective Date of the following conditions:
(a) Neither Voyager nor Payforview will be subject to any
order, decree or injunction of a court of competent
jurisdiction that prohibits or delays any of the
transactions contemplated by this Agreement, or that
will require any divestiture as a result of such
transactions or that will require all or any part of
the business of Voyager to be held separate.
(b) There will not have been any action by any court or
Governmental Body rendering the transactions
contemplated hereby illegal.
(c) If necessary to effect the Acquisition, this Agreement
will have been duly approved by the stockholders of
Voyager and the stockholders of Payforview in
accordance with applicable law and the respective
Certificates of Incorporation and By-Laws of Voyager
and Payforview.
(d) No order of any court or administrative agency will be
in effect which restrains or prohibits the transactions
contemplated hereby; no suit, action, investigation,
inquiry or proceeding by any Governmental Body or other
person will be pending or threatened against either
Voyager or Payforview which challenges the validity or
legality, or seeks to restrain the consummation, of the
transactions contemplated hereby, and no written advice
will have been received by Voyager or Payforview or
their respective counsel from any Governmental Body,
and remain in effect, stating that an action or
proceeding will, if the Acquisition is consummated or
sought to be consummated, be filed seeking to
invalidate or restrain the Acquisition; provided that,
in the case of such a proceeding brought or threatened
by a person other than a Governmental Body, the
condition set forth in this Paragraph 6. 1 (d) will be
deemed to have been satisfied if Voyager and Payforview
will have been provided with an opinion of counsel
satisfactory to them, to the effect that such
proceeding is or would be without substantial merit.
(e) No new United States federal or state legislation or
regulation will have been enacted or adopted which, in
the judgment of the Board of Directors of either
Voyager or Payforview, renders it inadvisable for such
party to proceed with the Acquisition, and no United
States federal or state authority has proposed to apply
any law or regulation to Voyager or Payforview in a
manner which, in the judgment of the Board of Directors
of Voyager or Payforview, renders it inadvisable for
such party to proceed with the Acquisition.
6.2 Conditions to the Obligation of Payforview
The obligation of Payforview to consummate the Acquisition is
further subject to the satisfaction on or prior to the Effective
Date of the following further conditions;
(a) Voyager will have performed in all material respects
all of its obligations hereunder required to be
performed by it at or prior to the Effective Date.
(b) The representations and warranties of Voyager contained
in this Agreement and in any certificate or other
writing delivered by Voyager pursuant hereto will be
true and correct in all material respects at and as of
the Effective Date as if made at and as of such time.
(c) Payforview will have received, or be satisfied that it
will receive, any material consents, approvals or
waivers from third parties required to consummate the
Acquisition or made necessary as a result of the
Acquisition.
(d) Payforview will have received all documents it may
reasonably request relating to the existence of Voyager
and its corporate authority for this Agreement, all in
form and substance satisfactory to Payforview.
6.3 Conditions to Obligations of Voyage
The obligations of Voyager to consummate the Acquisition are
further subject to the satisfaction on or prior to the Effective
Date of the following further conditions:
(a) Payforview will have performed in all material respects
all of its obligations hereunder required to be
performed by it at or prior to the Effective Date,
(b) The representations and warranties of Payforview
contained in this Agreement and in any certificate or
other writing delivered by Payforview pursuant hereto
will be true and correct in all material respects at
and as of the Effective Date as if made at and as of
such time.
(c) Voyager will have received a certificate signed on
behalf of Payforview by an officer of Payforview to the
effect set forth in subparagraphs (a) and (b) of this
Paragraph.
(d) Voyager will have received, or be satisfied that it
will receive, any material consents, approvals or
waivers from third parties required to consummate the
Acquisition or made necessary as a result of the
Acquisition.
(e) Voyager will have received all documents it may
reasonably request relating to the existence of
Payforview and its corporate authority for this
Agreement, all in form and substance satisfactory to
Voyager.
(f) Payforview will have delivered to Voyager, and Voyager
will have approved all reports and statements required
to be filed with the United States Securities and
Exchange Commission to bring Payforview current as of
the Effective Date.
(g) Payforview will have completed and filed all federal
and state tax returns required as of the Effective
Date.
ARTICLE 7
TERMINATION
7.1 Termination
This Agreement may be terminated and the Acquisition may be
abandoned at any time prior to the Effective Date
(notwithstanding any approval of this Agreement by the
stockholders of Payforview or Voyager):
(a) By mutual written consent of Voyager and Payforview;
(b) By either Voyager and Payforview if there has been a
breach of a material representation, warranty, covenant
or agreement contained in this Agreement on the part of
the other party and such breach has not been promptly
cured;
(c) By either Voyager and Payforview, if the acquisition
has not been consummated on or before May 31, 1999,
provided that neither party may terminate this
Agreement pursuant to this clause if such party's
failure to fulfill any of its obligations under this
Agreement will have been the reason that the Effective
Date will not have occurred on or before said date;
(d) By either Voyager and Payforview, if there will be any
law or regulation that makes consummation of the
Acquisition illegal or otherwise prohibited, or if any
judgment, injunction, order or decree enjoining Voyager
or Payforview from consummating the Acquisition is
entered and such judgment, injunction, order or decree
will become final and nonappealable;
7.2 Effect of Termination
If this Agreement is terminated pursuant to Paragraph 7. 1, this
Agreement will become void and of no effect with no liability on
the part of any party hereto, except that the agreements
contained in Paragraphs 5.4 and 8.4 will survive the termination
hereof.
ARTICLE 8
MISCELLANEOUS
8.1 Notices
All notices, requests and other communications to any party
hereunder will be in writing (including telecopy or similar
writing) and will be given,
If to Payforview to:
Payforview.com Corp.
(Sierra Gold Corporation)
Attention: Marc Pitcher
President
300 - 1055 West Hastings Street
Vancouver, B.C.
V6E 2E9
Telecopier No.: (604) 609-6183
If to Voyager, to:
Voyager International Entertainment Inc.
Attention: Nic Meredith
30O - 1055 West Hastings Street
Vancouver, B.C.
V6E 2E9
Telecopier No.: (604) 609-6183
With a copy to:
Andrew Walker
Boughton Peterson Yang Anderson
2500 - 1055 Dunsmuir Street
Vancouver, British Columbia, V7X IS8
Telecopier No.: (604) 683-5317
Or such other address or telecopier number as such party may
hereafter specify for the purpose by notice to the other parties
hereto. Each such notice, request or other communication will be
effective (i) if given by telecopier, when such telecopier is
transmitted to the telecopier number specified in this Paragraph
and the appropriate confirmation of receipt is received, or (ii)
if given by any other means when delivered at the address
specified in this Paragraph.
8.2 Survival of Representations and Warranties
The representations and warranties confirmed herein and in any
certificate or other writing delivered pursuant hereto will not
survive the Effective Date or the termination of this Agreement.
8.3 Amendments: No Waivers
(a) Any provision of this Agreement may be amended or
waived prior to the Effective Date if, and only if,
such amendment or waiver is in writing and signed, in
the case of an amendment, by Voyager and Payforview, or
in the case of a waiver, by the party against whom the
waiver is to be effective, provided that after the
adoption of this Agreement by the stockholders of
Voyager, no such amendment or waiver will, without the
further approval of such stockholders, alter or change
(i) the amount or kind of consideration to be received
in exchange for any shares of capital stock of Voyager;
(ii) any term of the Articles of Incorporation of the
Payforview; or (iii) any of the terms or conditions of
this Agreement if such alteration or change would
adversely affect the holders of any shares of capital
stock of Voyager.
(b) No failure or delay by any party in exercising any
right, power or privilege hereunder will operate as a
waiver thereof, nor will any single or partial exercise
thereof preclude any other or further exercise thereof
or the exercise of any other right, power or privilege.
The rights and remedies herein provided will be
cumulative and not exclusive of any rights or remedies
provided by law.
8.4 Expenses: Fees
All costs and expenses incurred in connection with this Agreement
will be paid by the party incurring such costs or expenses.
8.5 Successors and Assigns
The provisions of this Agreement will be binding upon and enure
to the benefit of the parties hereto and their respective
successors and assigns, provided that no party may assign,
delegate or otherwise transfer any of its rights or obligations
under this Agreement without the consent of the other parties
hereto.
8.6 Governing Law
This Agreement will be construed in accordance with and governed
by the laws of the State of Nevada, without regard to the
conflicts of law principles thereof
8.7 Entire Agreement: Counterparts: Effectiveness
This Agreement constitutes the entire agreement and supersedes
all prior agreements and understandings (including any
representations and warranties made by any party), both written
and oral, among the parties with respect to the subject matter
hereof. This Agreement maybe signed in any number of
counterparts, each of which will be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement will become effective when each party
hereto will have received counterparts hereof signed by all of
the other parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed and delivered by their respective authorized
officers as of the date and year first above written.
PAYFORVIEW.COM CORP.
(Sierra Gold Corporation)
Per:
/s/ Marc Pitcher
Authorized Signatory
VOYAGER INTERNATIONAL
ENTERTAINMENT, INC.
Per:
/s/ Nic Meredith
Authorized Signatory
<PAGE>
EXHIBIT "A"
SHAREHOLDERS OF VOYAGER
<TABLE>
<S> <C> <C>
Name of Shareholder No. of Voyager Payforview.com
Shares Shares
Argel Holdings Ltd.
55 Frederick Street
Nassau
BAHAMAS 2,000,000 1,200,000
Southampton Genetic Sciences Inc.
55 Frederick Street
Nassau
BAHAMAS 2,000,000 1,200,000
Al Chisholm
1205, 1150 Burnaby Street
Vancouver, BC V6E 1P2
CANADA 6,000 3,600
Harry Meredith
Rosemount, Grange Road
St. Cross, Winchester
Hants S023 9RT
UNITED KINGDOM 1,000 600
Margot Meredith
Rosemount, Grange Road
St. Cross, Winchester
Hants S023 9RT
UNITED KINGDOM 1,000 600
Guy Meredith
Dymoke Barn, Church Lane
Easton, Nr. Winchester
Hants S021 1EH
UNITED KINGDOM 1,000 600
Mark Meredith
214 Loddon Bridge Road
Woodley, Reading
Berks RG5 4BS
UNITED KINGDOM 1,000 600
Lisa Greaves
#3, 1395 West 13th Avenue
Vancouver, BC V7M 2H1
CANADA 1,000 600
Michael Trigg
317 North Dollarton Highway
North Vancouver, BC V7G 1M9
CANADA 1,000 600
Panos Kappos
#6, 1946 West 12th Avenue
Vancouver,BC V6J 2E9
CANADA 1,000 600
Joe Dhami
1936 West 12th Avenue
Vancouver,BC V6J 2E9
CANADA 1,000 600
Mike Sweatman
4883 8A Avenue
Tsawwassen, BC V4M 1S8
CANADA 1,000 600
Jim Newton
404 -110 Cambie Street
Vancouver, BC V6B 2M8
CANADA 1,000 600
Brian Tingle
7871 Sunnymede
Richmond, BC V6Y 1H3
CANADA 1,000 600
Andrew Phillips
106 Parkgate Place
1281 Parkgate Avenue
North Vancouver, BC V7H 3A3
CANADA 1,000 600
James Carruthers
2760 West 19th Avenue
Vancouver, BC V6L 1E3
CANADA 1,000 600
Don Osborne
2760 West 19th Avenue
Vancouver, BC V6L 1E3
CANADA 1,000 600
Lisa Simard
Unit 2, 5740 Marine Way
RR#2
Sechelt, BC V0N 2A0
CANADA 1,000 600
Carolyn Anger
1125 Howe Street, 4th Floor
Vancouver, BC V6C 2K8
CANADA 1,000 600
Jay Stevenson
29 - 1656 Adanar Street
Vancouver BC V5L 2C6
CANADA 1,000 600
Ron Melnechenko
215 - 237 East 4th Avenue
Vancouver, BC V5T 4R4
CANADA 1,000 600
Laurie Roland
RR#1, Westley Site C25
Sechelt, BC V0N 3A0
CANADA 1,000 600
Frank Levine
RR#6, S19 C8
Gibsons, BC V0N 1V0
CANADA 1,000 600
WT Ventures
55 Frederick Street
Nassau
BAHAMAS 250,000 150,000
Al Partington
5677 Sundale Place
Surrey, BC V3S 7M6
CANADA 10,000 6,000
Ian Keay
3721 197th Street
Langley, BC V3A 1B2
CANADA 6,667 4,000
Steve Hynes
The Artists Studios
505 - 1529 West 6th Avenue
West Vancouver, BC V7J 1R1
CANADA 12,800 7,680
Renata Verhagan
5 - 2144 Oxford Street
Vancouver, BC V5L 1E9
CANADA 7,000 4,200
Sara Stockstad
#2 - 2760 Yale Street
Vancouver, BC V5K 1C3
CANADA 5,000 3,000
Shannon Sirch
29 - 2714 Tranquille Road
Kamloops, BC V2B 7Y2
CANADA 2,666 1,600
Sheldon & Sherri Romain
6676 Westsyd Road
Kamloops, BC V2B 8N7
CANADA 2,666 1,600
Rick Stockstad
16395 94th Avenue
Surrey, BC V4N 3C7
CANADA 2,000 1,200
Gary Menard
2500 - 1055 Dunsmuir Street
Vancouver, BC V7X 1S8
CANADA 1,000 600
Amanda Klassen
2401 Ord Road
Kamloops, BC V2B 7V8
CANADA 666 400
Victor & Arli Klassen
2401 Ord Road
Kamloops, BC V2B 7V8
CANADA 666 400
EAW Enterprises Ltd., in trust
c/o 2500 - 1055 Dunsmuir Street
Vancouver, BC V7X 1S8
CANADA 500,000
------------- -------------
TOTAL TO BE ISSUED 4,327,131 3,096,280
</TABLE>
<PAGE>
Exhibit 10.2 Marc Pitcher Employment Contract, dated
January 3, 1999
January 4, 1999
Attention: Marc Pitcher
305 - 1188 Richards St.
Vancouver, BC V6B 3E6
Tel: 604-834-0067 (cell)
RE: PRESIDENT SERVICE AGREEMENT
The following, when signed by you, will confirm the agreement
reached between Marc Pitcher. ("Executive") and PayForView.com
Inc. ("Company") upon the following terms:
1. Executive will provide services as President of Company and
as a Director beginning January 3,.
Duties
2. Executive shall during his employment under this agreement:
Perform the duties and exercise the powers which the board
of directors of Company (the "Board") may from time to time
properly assign to him in connection with the business of
Company and its subsidiaries;
(a) In the absence of any specific directions from the
Board (but subject always to the memorandum and
articles of Company) have the general control and
responsibility for the management of the business of
Company;
(b) Do all in his power to promote, develop and extend the
business of Company and its subsidiaries and at all
times and in all respects confirm to and comply with
the proper and reasonable directions and regulations of
the Board (the "Services").
3. Executive shall carry out his duties and exercise his powers
jointly with any other managing or executive directors or
officers appointed by the Board to act jointly with him.
Place of Work
4. Executive shall work in any place which the Board may
require for the proper performance of the Services and he
may be required to travel on the business of Company
anywhere within the world.
5. If Company requires Executive to work permanently at a place
which necessitates a move from his present address, Company
will reimburse Executive for all removal expenses directly
and reasonably incurred as a result of the move.
Office of Director
6. During his employment under this agreement Executive shall
not:
(a) Resign as a director of Company
(b) Do or refrain from doing any act whereby his office as
a director of Company is or becomes liable to be
vacated; or
(c) Do anything that would cause him to be disqualified
from continuing to act as a director.
Remuneration
7. Company shall pay Executive a gross annual salary of US
$60,000.00, which includes director fees and is payable
monthly.
8. Company shall pay Executive a monthly automobile allowance
of $500 on the first day of each month of employment.
9. Company will arrange for the issuance to Executive, or his
nominee, for the granting to Executive of 150,000 options to
purchase one share of the common stock of Company each at an
exercise price of US$1 per share which may be exercised
before January 3, 2000.
10. Upon receipt by company of initial financing of at least
$2,000,000 up to $10,000,000 from a source not introduced
by an outside third party, Company shall pay Executive a
bonus of $20,000.
11. Upon receipt by company of secondary financing of at least
$10,000,001 up to $50,000,000 from a source not introduced
by an outside third party, Company shall pay Executive a
bonus of $50,000.
12. The Board shall review Executive remuneration once per year.
Expenses
13. Company shall reimburse Executive for all expenses properly
incurred in the promotion of and in the carrying out of the
Services.
Holidays
14. Executive shall be entitled to six weeks holiday in each
year to be taken at a time or times convenient to Company.
Time and attention
15. During the continuance of his employment under this
agreement Executive shall, unless prevented by incapacity,
devote his whole time and attention to the business of
Company and shall not without the prior written consent of
the Board engage in any other business or be concerned or
interested in any other business of a similar nature to or
competitive with that carried on by Company or its
subsidiaries.
Trade Secrets
14. Executive acknowledges that in the course of employment with
Company, Executive will acquire and be exposed to
information about certain matters which are confidential to
Company and not known to the public or to competitors (the
"Confidential Materials and Information"), and which
Confidential Materials and Information are the exclusive
property of Company and includes:
(a) confidential methods of operation, which includes all
information relating to Company's unique marketing
programs, unique products, unique methods, unique
service systems, unique security information and
systems, and trade secrets;
(b) all of Company's manuals of operation, including,
without limitation, the corporate business plan;
(c) all information regarding Company's existing customers
and clients, including customer lists, contracts,
prices, invoices, computer printouts and other similar
information;
(d) all information concerning Company's potential
customers and clients, including mailing lists,
prospect cards, and other similar information;
(e) any information about internet and entertainment
business that is not known to the public or
competitors, or any other information which gives
Company an opportunity to obtain an advantage over
competitors who do not know of such information;
(f) financial information, including Company's costs,
sales, income, profits and other similar information;
(g) business opportunities, including all ventures
considered by Company, whether or not such ventures are
pursued;
(h) personnel information, including the names of employees
and applicable remuneration and benefit policies, and
(i) computer programs and procedures relating to Company's
business, including related data input procedures or
techniques, and similar information.
15. Executive acknowledges that the Confidential Materials and
Information could be used to the detriment of Company.
Accordingly, throughout the time of Executive's employment
with Company, Executive undertakes not to disclose to any
third party and to treat in strict confidence all
Confidential Materials and Information, except where
disclosure is necessary by Executive to properly discharge
his duties of employment under this agreement. Further,
after the termination of Executive's employment with
Company, regardless of how that termination should occur,
Executive undertakes, without time limitation, not to
disclose to any third party and to treat in strict
confidence all Confidential Materials and Information,
except where disclosure is made with the prior written
permission of an Officer of Company.
16. Executive understands and agrees that the restrictions and
covenants contained in paragraphs 14 - 15 constitute a
material inducement to Company to enter into this agreement
and to employ Executive, and that Company would not enter
into this agreement absent such inducement. Executive agrees
that the restrictions and covenants contained in this
paragraphs 14 - 15 shall be construed independent of any
other provision of this agreement, and the existence of any
claim or cause of action by Executive against Company,
whether predicated under this agreement or otherwise, shall
not constitute a defense to the enforcement by Company of
the said restrictions and covenants contained in paragraphs
14 - 15.
Termination
23. If during his employment under this agreement, Executive
shall cease to be a director of Company (other than by
reason of his resignation or disqualification pursuant to
the articles of Company or by statue or court order) his
employment shall continue as if it had been in the office of
President of Company and the terms of this agreement (other
than those relating to the holding of office of director)
shall continue in full force and effect and Executive shall
have no claims against Company in for such cessation
24. Executive's employment under this agreement may be
terminated by either party giving to the other 8 months
notice in writing. In the event termination is by Company,
Executive may, at his sole option, take cash equivalent to
the 8 month notice period .
Address for Notices
25. Any notices required or permitted to be given hereunder
shall be effectively given in person by letter addressed:
To Company at:
PayForView.com Inc.
c/o Chris Dieterich & Associates
Attention Chris Dieterich
11300 West Olympic Blvd
Suite 800
Los Angeles, CA
90064
To Executive at:
Marc Pitcher
305 - 1188 Richards Street
Vancouver, BC V6B 3E6
and mailed by registered mail, postage prepaid, or delivered
to such address and, if mailed as aforesaid, any such notice
shall be deemed to have been given on the second business
day following that on which the letter containing the notice
is posted. Any party to this Agreement may change its
address from time to time by notice given in accordance with
the foregoing.
28. Any clause or provision of any paragraph that may be found
unenforceable shall be considered to be severable from the
rest of this agreement, and the remainder of this agreement
shall continue in full force and effect in accordance with
the terms of this agreement.
By signing below, the parties agree to the above terms and
conditions:
PAYFORVIEW.COM INC.
______________________ ______________________
By: By: Marc Pitcher
<PAGE>
Exhibit 10.3 Nic Meredith Employment Contract, dated
January 3, 1999
January 4, 1999
Attention: Nic Meredith
Suite 203 - 7230 Aderra Street
Vancouver, BC
V6P 5C4
RE: EMPLOYMENT AGREEMENT
The following, when signed by you, will confirm the agreement
reached between Nic Meredith. ("Executive") and PayForView.com
Inc. ("Company") upon the following terms:
1. Executive will provide services as Vice President,
Acquisitions and Licensing and as a Director beginning
January 3.
Duties
2. Executive shall during his employment under this agreement:
(a) Perform the duties and exercise the powers which the
board of directors of Company (the "Board")or the
President may from time to time properly assign to him
in connection with the business of Company and its
subsidiaries;
(b) Do all in his power to promote, develop and extend the
business of Company and its subsidiaries and at all
times and in all respects confirm to and comply with
the proper and reasonable directions and regulations of
the Board (the "Services").
3. Executive shall carry out his duties and exercise his powers
jointly with any other managing or executive directors or
officers appointed by the Board to act jointly with him.
Place of Work
4. Executive shall work in any place which the Board may
require for the proper performance of the Services and he
may be required to travel on the business of Company
anywhere within the world.
5. If Company requires Executive to work permanently at a place
which necessitates a move from his present address, Company
will reimburse Executive for all removal expenses directly
and reasonably incurred as a result of the move.
Office of Director
6. During his employment under this agreement Executive shall
not:
(a) Resign as a director of Company;
(b) Do or refrain from doing any act whereby his office as
a director of Company is or becomes liable to be
vacated; or
(c) Do anything that would cause him to be disqualified
from continuing to act as a director.
Remuneration and Bonuses
7. Company shall pay Executive a gross annual salary of
US$60,000.00, which includes director fees and is payable
monthly.
8. Company shall pay Executive a monthly automobile allowance
of $500 on the first day of each month of employment.
9. Company will arrange for the issuance to Executive, or his
nominee, for the granting to Executive of 250,000 options to
purchase one share of the common stock of Company each at an
exercise price of US$1 per share, which may be exercised
before January 3, 2000.
10. Upon receipt by company of initial financing of at least
$2,000,000 up to $10,000,000 from a source not introduced by
an outside third party, Company shall pay Executive a bonus
of $20,000.
11. Upon receipt by company of secondary financing of at least
$10,000,001 up to $50,000,000 from a source not introduced
by an ouside third party, Company shall pay Executive a
bonus of $50,000.
12. The Board shall review Executive remuneration once per year.
Expenses
13. Company shall reimburse Executive for all expenses properly
incurred in the promotion of and in the carrying out of the
Services.
Holidays
14. Executive shall be entitled to six weeks holiday in each
year to be taken at a time or times convenient to Company.
Trade Secrets
12. Executive acknowledges that in the course of employment with
Company, Executive will acquire and be exposed to
information about certain matters which are confidential to
Company and not known to the public or to competitors (the
"Confidential Materials and Information"), and which
Confidential Materials and Information are the exclusive
property of Company and includes:
(a) confidential methods of operation, which includes all
information relating to Company's unique marketing
programs, unique products, unique methods, unique
service systems, unique security information and
systems, and trade secrets;
(b) all of Company's manuals of operation, including,
without limitation, the corporate business plan;
(c) all information regarding Company's existing customers
and clients, including customer lists, contracts,
prices, invoices, computer printouts and other similar
information;
(d) all information concerning Company's potential
customers and clients, including mailing lists,
prospect cards, and other similar information;
(e) any information about internet and entertainment
business that is not known to the public or
competitors, or any other information which gives
Company an opportunity to obtain an advantage over
competitors who do not know of such information;
(f) financial information, including Company's costs,
sales, income, profits and other similar information;
(g) business opportunities, including all ventures
considered by Company, whether or not such ventures are
pursued;
(h) personnel information, including the names of employees
and applicable remuneration and benefit policies, and
(i) computer programs and procedures relating to Company's
business, including related data input procedures or
techniques, and similar information.
15. Executive acknowledges that the Confidential Materials and
Information could be used to the detriment of Company.
Accordingly, throughout the time of Executive's employment
with Company, Executive undertakes not to disclose to any
third party and to treat in strict confidence all
Confidential Materials and Information, except where
disclosure is necessary by Executive to properly discharge
his duties of employment under this agreement. Further,
after the termination of Executive's employment with
Company, regardless of how that termination should occur,
Executive undertakes, without time limitation, not to
disclose to any third party and to treat in strict
confidence all Confidential Materials and Information,
except where disclosure is made with the prior written
permission of an Officer of Company.
16. Executive agrees and acknowledges that the foregoing time
and geographic limitations in preceding paragraphs are
reasonable and properly required for the adequate protection
of the exclusive property and business of Company, and in
the event that any such time or geographic limitations found
to be unreasonable by a court, then Executive agrees to be
bound to such reduced time or geographic limitation as said
court deems to be reasonable.
17. Executive acknowledges, agrees and understands that, without
prejudice to any and all remedies available to Company an
injunction is the only effective remedy for any breach of
Executive's covenants under paragraphs 12 - 15 and that
Company would suffer irreparable harm and injury in the
event of any such breach. Accordingly, Executive hereby
agrees that Company may apply for and have injunctive
relief, including an interim or interlocutory injunction ,in
any court of competent jurisdiction, to enforce any of the
provisions of paragraphs 12 - 15 upon the breach or
threatened breach thereof. Executive further agrees that
Company may apply for and is entitles to said injunctive
relief without having to prove damages, and is entitled to
all costs and expenses, including reasonable legal cost.
18. Executive understands and agrees that the restrictions and
covenants contained in paragraphs 13 - 16 constitute a
material inducement to Company to enter into this agreement
and to employ Executive, and that Company would not enter
into this agreement absent such inducement. Executive agrees
that the restrictions and covenants contained in this
paragraphs 13 - 16 shall be construed independent of any
other provision of this agreement, and the existence of any
claim or cause of action by Executive against Company,
whether predicated under this agreement or otherwise, shall
not constitute a defense to the enforcement by Company of
the said restrictions and covenants contained in paragraphs
13 - 16.
Termination
23. If during his employment under this agreement, Executive
shall cease to be a director of Company (other than by
reason of his resignation or disqualification pursuant to
the articles of Company or by statue or court order) his
employment shall continue as if it had been in the office of
President of Company and the terms of this agreement (other
than those relating to the holding of office of director)
shall continue in full force and effect and Executive shall
have no claims against Company in for such cessation.
24. Executive's employment under this agreement may be
terminated by either party giving to the other 8 months
notice in writing. In the event of termination by Company,
Executive may, at his sole option, take cash equivelent to 8
month notice period.
Address for Notices
25. Any notices required or permitted to be given hereunder
shall be effectively given in person by letter addressed:
To Company at:
PayForView.com Inc.
c/o Boughton, Peterson, Yang, Anderson
Attention Andrew Walker
2500 - Four Bentall Centre
1055 Dunsmuir Street
P.O. Box 49290
Vancouver, BC V7X 1S8
To Executive at:
Attention: : Nic Meredith
Suite 203 - 7230 Aderra Street
Vancouver, BC
V6P 5C4
and mailed by registered mail, postage prepaid, or delivered
to such address and, if mailed as aforesaid, any such notice
shall be deemed to have been given on the second business
day following that on which the letter containing the notice
is posted. Any party to this Agreement may change its
address from time to time by notice given in accordance with
the foregoing.
28. Any clause or provision of any part of this agreement that
may be found unenforceable shall be considered to be
severable from the rest of this agreement, and the remainder
of this agreement shall continue in full force and effect in
accordance with the terms of this agreement.
By signing below, the parties agree to the above terms and
conditions:
PAYFORVIEW.COM INC.
______________________ ______________________
By: By: Nic Meredith
<PAGE>
Exhibit 10.4 Warren Wayne Employment Contract, dated
January 3, 1999
January 4, 1999
Attention: Warren Wayne
Suite 502 - 1529 West 6th
Vancouver, BC
RE: EMPLOYMENT AGREEMENT
The following, when signed by you, will confirm the agreement
reached between Warren Wayne. ("Executive") and PayForView.com
Inc. ("Company") upon the following terms:
1. Executive will provide services as Vice President,
Acquisitions and Licensing and as a Director beginning
January 3.
Duties
2. Executive shall during his employment under this agreement:
(a) Perform the duties and exercise the powers which the
board of directors of Company (the "Board")or the
President may from time to time properly assign to him
in connection with the business of Company and its
subsidiaries;
(b) Do all in his power to promote, develop and extend the
business of Company and its subsidiaries and at all
times and in all respects confirm to and comply with
the proper and reasonable directions and regulations of
the Board (the "Services").
3. Executive shall carry out his duties and exercise his powers
jointly with any other managing or executive directors or
officers appointed by the Board to act jointly with him and
the Board may at any time for a period not more than 6
months require Executive to cease performing the Services.
Place of Work
4. Executive shall work in any place which the Board may
require for the proper performance of the Services and he
may be required to travel on the business of Company
anywhere within the world.
5. If Company requires Executive to work permanently at a place
which necessitates a move from his present address, Company
will reimburse Executive for all removal expenses directly
and reasonably incurred as a result of the move.
Office of Director
6. During his employment under this agreement Executive shall
not:
(a) Resign as a director of Company;
(b) Do or refrain from doing any act whereby his office as
a director of Company is or becomes liable to be
vacated; or
(c) Do anything that would cause him to be disqualified
from continuing to act as a director.
Remuneration and Bonuses
7. Company shall pay Executive a gross annual salary of
US$60,000.00, which includes director fees and is payable
monthly.
8. Company shall pay Executive a monthly automobile allowance
of $500 on the first day of each month of employment.
9. Company will arrange for the issuance to Executive, or his
nominee, for the granting to Executive of 250,000 options to
purchase one share of the common stock of Company each at an
exercise price of US$1 per share which may be exercised
before January 3, 2000.
10. Upon receipt by company of initial financing of at least
$2,000,000 up to $10,000,000 from a source not introduced
by an outside third party, Company shall pay Executive a
bonus of $20,000.
11. Upon receipt by company of secondary financing of at least
$10,000,001 up to $50,000,000 from a source not introduced
by an outside third party, Company shall pay Executive a
bonus of $50,000.
12. The Board shall review Executive remuneration once per year.
Expenses
13. Company shall reimburse Executive for all expenses properly
incurred in the promotion of and in the carrying out of the
Services.
Holidays
14. Executive shall be entitled to six weeks holiday in each
year to be taken at a time or times convenient to Company.
Trade Secrets
15. Executive acknowledges that in the course of employment with
Company, Executive will acquire and be exposed to
information about certain matters which are confidential to
Company and not known to the public or to competitors (the
"Confidential Materials and Information"), and which
Confidential Materials and Information are the exclusive
property of Company and includes:
(a) confidential methods of operation, which includes all
information relating to Company's unique marketing
programs, unique products, unique methods, unique
service systems, unique security information and
systems, and trade secrets;
(b) all of Company's manuals of operation, including,
without limitation, the corporate business plan;
(c) all information regarding Company's existing customers
and clients, including customer lists, contracts,
prices, invoices, computer printouts and other similar
information;
(d) all information concerning Company's potential
customers and clients, including mailing lists,
prospect cards, and other similar information;
(e) any information about internet and entertainment
business that is not known to the public or
competitors, or any other information which gives
Company an opportunity to obtain an advantage over
competitors who do not know of such information;
(f) financial information, including Company's costs,
sales, income, profits and other similar information;
(g) business opportunities, including all ventures
considered by Company, whether or not such ventures are
pursued;
(h) personnel information, including the names of employees
and applicable remuneration and benefit policies, and
(i) computer programs and procedures relating to Company's
business, including related data input procedures or
techniques, and similar information.
16. Executive acknowledges that the Confidential Materials and
Information could be used to the detriment of Company.
Accordingly, throughout the time of Executive's employment
with Company, Executive undertakes not to disclose to any
third party and to treat in strict confidence all
Confidential Materials and Information, except where
disclosure is necessary by Executive to properly discharge
his duties of employment under this agreement. Further,
after the termination of Executive's employment with
Company, regardless of how that termination should occur,
Executive undertakes, without time limitation, not to
disclose to any third party and to treat in strict
confidence all Confidential Materials and Information,
except where disclosure is made with the prior written
permission of an Officer of Company.
Non-Competition
17. Executive acknowledges that by reason of employment with
Company, he will develop a close working relationship with
Company's customers and clients, gain a knowledge of
Company's methods of operation, and acquire and be exposed
to Confidential Materials and Information, all of which
would cause irreparable harm and injury to Company if made
available to a competitor or if used for competitive
purposes. Accordingly, Company therefore agrees that:
a) For a period of three years following the termination
of Executive's employment with Company, regardless of
how that termination should occur, Executive will not
directly or indirectly solicit business from any client
or customer or potential client or customer of Company
which was serviced or solicited by Company during
Executive's employment with Company within North
America;
b) For a period of three years following the termination
of Executive's employment with Company, regardless of
how that termination should occur, Executive will not
involve or engage himself as an employee, partner,
joint venturer, principal, consultant, agent or
shareholder with any person, firm, association,
organization, syndicate, company or corporation engaged
in business that is competitive with Company within
North America;
c) For the purposes of added certainty, the word
"business" in this paragraph and the phrase "business
activity that is competitive with Company" in this
paragraph mean the business of broadcasting
entertainment over the Internet; and
d) During Executive's employment with Company and for a
period of three years following the termination of said
employment regardless of how that termination should
occur, Executive will not hire or take away or cause to
be hired or taken away any employee of Company or any
former Employee of Company who was employed by Company
during the three years preceding said termination.
18. Executive agrees and acknowledges that the foregoing time
and geographic limitations in preceding paragraphs are
reasonable and properly required for the adequate protection
of the exclusive property and business of Company, and in
the event that any such time or geographic limitations found
to be unreasonable by a court, then Executive agrees to be
bound to such reduced time or geographic limitation as said
court deems to be reasonable.
19. Executive acknowledges, agrees and understands that, without
prejudice to any and all remedies available to Company an
injunction is the only effective remedy for any breach of
Executive's covenants under paragraphs 15 - 17 and that
Company would suffer irreparable harm and injury in the
event of any such breach. Accordingly, Executive hereby
agrees that Company may apply for and have injunctive
relief, including an interim or interlocutory injunction ,in
any court of competent jurisdiction, to enforce any of the
provisions of paragraphs 13 - 15 upon the breach or
threatened breach thereof. Executive further agrees that
Company may apply for and is entitles to said injunctive
relief without having to prove damages, and is entitled to
all costs and expenses, including reasonable legal cost.
20. Because of the nature of Company's business, which involves
a great deal of repeat business which, once lost, tends to
be lost forever, the parties agree that any damages due to a
breach of paragraphs 15 - 17 shall be calculated on the
basis of all amounts received by Company from the client or
customer during the two years that the client or customer
and Company did business. The parties further agree that
this amount shall be a pre-estimate of damages and is not a
penalty clause.
21. Executive understands and agrees that the restrictions and
covenants contained in paragraphs 15 - 17 constitute a
material inducement to Company to enter into this agreement
and to employ Executive, and that Company would not enter
into this agreement absent such inducement. Executive agrees
that the restrictions and covenants contained in this
paragraphs 15 - 17 shall be construed independent of any
other provision of this agreement, and the existence of any
claim or cause of action by Executive against Company,
whether predicated under this agreement or otherwise, shall
not constitute a defense to the enforcement by Company of
the said restrictions and covenants contained in paragraphs
15 - 17.
Termination
22. If during his employment under this agreement, Executive
shall cease to be a director of Company (other than by
reason of his resignation or disqualification pursuant to
the articles of Company or by statue or court order) his
employment shall continue as if it had been in the office of
President of Company and the terms of this agreement (other
than those relating to the holding of office of director)
shall continue in full force and effect and Executive shall
have no claims against Company in for such cessation.
23. Company may terminate Executive without notice for cause.
24. Executive's employment under this agreement may be
terminated by either party giving to the other 8 months
notice in writing.
Address for Notices
25. Any notices required or permitted to be given hereunder
shall be effectively given in person by letter addressed:
To Company at:
PayForView.com Inc.
c/o Boughton, Peterson, Yang, Anderson
Attention Andrew Walker
2500 - Four Bentall Centre
1055 Dunsmuir Street
P.O. Box 49290
Vancouver, BC V7X 1S8
To Executive at:
Attention: Warren Wayne
Suite 502 - 1529 West 6th
Vancouver, BC
and mailed by registered mail, postage prepaid, or delivered
to such address and, if mailed as aforesaid, any such notice
shall be deemed to have been given on the second business
day following that on which the letter containing the notice
is posted. Any party to this Agreement may change its
address from time to time by notice given in accordance with
the foregoing.
26. Any clause or provision of any part of this agreement that
may be found unenforceable shall be considered to be
severable from the rest of this agreement, and the remainder
of this agreement shall continue in full force and effect in
accordance with the terms of this agreement.
By signing below, the parties agree to the above terms and
conditions:
PAYFORVIEW.COM INC.
______________________ ______________________
By: By: Warren Wayne
<PAGE>
Exhibit 10.5 Fraser Barnes Employment Contract, dated
April 27, 1999
April 27th, 1999
Mr. Fraser Barnes
VP Marketing
PayForView.Com
300 1055 West Hastings Street
Vancouver, BC, V6E 2E9
Dear Fraser
Re: Employment Review, Contract Employment, and PayForView.Com
Attached is [a] copy of your employment review covering your
first three months with PayForView.Com. If you have any
questions or comments regarding the review, please let us know.
On behalf of the Board of Directors of the Company, I wish to
convey how very pleased we are with your performance to date. You
have consistently applied yourself to the duties at hand, and
have adapted well to the demands of a fast paced and ever
changing corporate environment. We are pleased to make you the
following offer for continued employment with PayForView.Com:
1. Position: Vice President, Marketing;
2. Employment Term: Permanent, with no fixed term, subject
to quarterly review, performance and
business environment. Termination with
three months notice or cash equivalent,
at the company's option.
3. Salary: $55,000.00 U.S. per annum, payable on
the 15th and 30th day of each month,
beginning May 1, 1999 with taxes and
other required deductions the
responsibility of employee until other
payroll and accounting arrangements are
made by the company. Bonus structure to
be set in six months time with goal to
raise annual remuneration to be in
excess of $100,000.00 USD.
4. Fringe: Corporate credit card and expense
account, subject to reasonable
restrictions and budget requirements and
C$350.00 when in Canada, US$350.00
otherwise monthly automobile allowance
to start in same month as senior
management's does. (To be determined)
5. Stock Options: 25,000 exercisable at 15% below market
price on the day of the signing of this
agreement, restricted for one year from
the signing of this agreement and
subject to completion of one full year
of continued employment;
6. Benefits: Full health, dental, vision, etc. to be
consistent with plans to be issued to
senior management and directors;
7. Place Of Work: Vancouver, until move to Los Angeles or
where required and possible.
8. Subjects: The above is subject to the successful
completion and receipt of Bridge
Financing by PayForView.Com in May 1999,
and a long form contract to be executed
by the parties prior to May 30, 1999.
We hope the above meets with your approval. We look forward to
continuing to work with you.
Sincerely,
PayForView.Com Terms Accepted:_____________________
Per:
Marc A. Pitcher Date:__________________________
President
<PAGE>
Exhibit 10.6 Office Lease for Guinness Business Center, dated
January 15, 1999
OFFICE RENTAL AGREEMENT
BETWEEN: GUINNESS BUSINESS CENTRE
Suite 300 Guinness Tower
1055 West Hastings Street
Vancouver, B.C. V6E 2E9
(hereinafter referred to as "Landlord")
AND: payforview.com
300-1055 West Hastings Street
Vancouver, B.C. V6E 2E9
(hereinafter referred to as "Client")
In reference to the Office Rental Agreement signed on January 15,
1999, the parties agree that the following Agreement supercedes
the aforementioned document as follows:
1. The Client agrees to rent from the Landlord office numbers
41, 42, & 49 located in the Guinness Tower, 3rd Floor at
1055 West Hastings Street, Vancouver, B.C.
2. The term of this agreement shall be 6 months, commencing on
August 1st, 1999 and terminating on January 31st, 2000. At
the end of this term, the rates will be reviewed, and if
another similar rental term is desired, a new Agreement will
be prepared with a guarantee of no more than a 4% increase
in rental rates.
3. If the Client does not wish to continue renting the offices
beyond the Rental term, then the Client agrees to give at
least one clear calendar month's written notice of intent to
vacate the space. Upon termination of this Agreement, rates
will be reviewed and leasing will be on a month-to-month
basis, in which case the Client agrees to give at least one
clear calendar month's notice of intention to vacate the
offices, or to pay one month's rent in lieu of proper
notice.
4. The Client agrees to pay the Landlord, without any set-off,
compensation or deduction whatsoever, a monthly rent and
fees as follows:
5.1 monthly rent in advance of $3300.00 per month
throughout the rental term plus 7% GST applicable.
5.2 charges (plus applicable taxes) for fixed-cost services
for the current month, plus charges for services supplied in
the previous month.
which sum shall be due and payable on the first day of each
month. Arrear rent shall attract interest at a rate of 2%
per month.
5. The Client agrees that non payment of rent or invoiced
services for whatever reason shall be cause for immediate
termination if the rent remains outstanding for more than
five (5) calendar days from the date on which the rent was
due.
6. The Landlord agrees to increase the Security Deposit being
held by the Landlord to $3300.00 (additional $460.00
required) to be applied to any charges owing by the Client
at the end of the term; the deposit less any charges will be
refunded at the end of the term.
7. The Landlord will supply the Client with Building/Elevator
Security Access cards at a cost of $25.00 per card. All
office and furniture keys supplied to the Client must be
surrendered at the end of the term; otherwise a replacement
charge will be levied by the Landlord.
8. During the notice period to vacate, the Landlord has the
right to enter the suite for purposes of showing the suite
to prospective Clients at reasonable times.
9. The Client shall use the suite for the purpose of a general
office and for no other purpose without the prior written
consent of the Landlord.
10. In the event of a labour dispute involving the Client, the
Landlord reserves the right to terminate this agreement
immediately should the said dispute interfere with the
normal operations of the Business Centre.
11. In exchange for the monthly rent, based on a single occupant
per office, the Client shall be entitled to utilize all the
amenities and services of the Business Centre as per the
attached schedule. If a second occupant is approved by the
Landlord for the office, a charge of $95.00/mo will be
levied and will entitle the 2nd occupant to utilize the said
amenities and services. (For this Client, reduced 2nd
person charges are as outlined in proposals dated 1/6/99 &
6/15/99.)
12. The serviced hours of business shall be from 8:30 am to 5:00
pm Monday to Friday, holidays excepted. Clients issued with
bona fide security pass cards may access the premises
24-hours per day if required, with the understanding that
the HVAC system may be on "minimum" during late non-business
hours. In rare cases, the building may be closed at the
owner's discretion for maintenance procedures.
13. The Landlord shall arrange for all permitted installations,
alterations and connections in the suite, which costs shall
be paid for by the Client. Pictures may be hung using
approved hardware. No signs shall be posted on Client's
doors, windows or sidelights.
14. The Landlord reserves the right to set out reasonable rules
and regulations for the efficient operation of the Business
Centre. Failure to comply could result in termination of
the rental agreement by the Landlord.
15. The Client acknowledges that the premises are in good
condition and undertakes to maintain them in good condition.
The Client shall be responsible for any damages to the
office, furniture or premises.
16. The Client shall be responsible for insuring the personal
contents in the suite if they so choose. The Landlord shall
not be responsible for any damage to the premises of the
client nor for the loss or damage to any property of the
client by theft or otherwise.
17. The Client agrees to conduct business or activity in a
manner that will not be deemed a nuisance or annoyance to
other persons occupying offices in the Business Centre.
18. The Client may not assign or sublet the suite.
Signed in Vancouver on _________________________, 1999.
PAYFORVIEW.COM GUINNESS BUSINESS CENTRE
____________________________ ____________________________
____________________________ ____________________________
Print Name Print Name
<PAGE>
Exhibit 10.7 Bacchus Entertainment Letter of Intent, dated
January 29, 1999
[BACCHUS ENTERTAINMENT LETTERHEAD]
Friday, January 29, 1999
Attention- Warren Wayne
Payforview.com
404 - 110 Cambie St.,
Vancouver, BC V6B 2M8
Tel: 688-6306 Fax- 688-9519
Re: Letter of Intent for merger, distribution and acquisitions
Dear Sirs/Mesdames,
The following, when signed by you, Payforview.com ("Pay") will
constitute a letter of intent to enter into an agreement with
Blackstone Media Arts Ltd. dba Bacchus Entertainment ("Bacchus")
regarding distribution and acquisition of intellectual property
rights and the purchase by Pay of Bacchus shares on the following
proposed terms and conditions:
Purchase of Bacchus Stock by Pay
1. Bacchus is a television distribution company which is in the
business of financing, acquiring, producing and distributing
product for the broadcast industry.
2. Pay intends to acquire 40% of the outstanding and issued
shares of Bacchus for a price to be determined by assessing
the value of Bacchus in exchange for restricted trading
shares of Pay;
3. Pay will provide Bacchus with a shareholder loan of
approximately $250,000 over a period of one year to provide
Bacchus with working capital to meet its projected expenses
for a period of one year (including salary for Penny Green).
Details of what the capital is needed for will be provided
by Bacchus;
4. Pay will provide Bacchus with $10,000 to meet its immediate
cash flow requirements, to be paid as follows:
A) $3,000 by February 1, 1999;
B) $2,000 by February 9, 1999; and
C) $5,000 by February 20, 1999.
The $10,000 will be considered in assessing the amount of
restricted shares to be paid to Bacchus by Pay for
acquisition of Bacchus stock. If an agreement consisting of
the terms outlined in this letter of intent is not reached
between Bacchus and Pay by March 29, 1999, Bacchus Will
immediately refund the $ 10,000 to Pay;
5. Pay will have full audit rights to Bacchus and Bacchus shall
provide Pay with full business plans and accounting
information and other information on an ongoing basis as
required by Bacchus, both before and after the acquisition
of Bacchus stock;
Exclusive Distribution Rights
6. Bacchus will continue to act as the exclusive distributor
for all rights (except Internet broadcast rights) to all of
the film, television and video product that is owned by Pay,
under the same terms as set out in the agreement dated
November, 1998 between Voyager and Bacchus for distribution
of the Columbia/Coca Cola library;
Acquisition of Internet Rights
7. Bacchus shall acquire Internet broadcast rights to films and
television product, live entertainment and sports for Pay
under the. following terms and conditions:.
a) Bacchus shall acquire the Internet broadcast rights in
its own name and license those rights exclusively to
Pay;
b) Unless otherwise negotiated on a particular project,
Pay shall pay Bacchus $0.50 for each viewing made by a
viewer (based on a pay per view cost of $1.50 or a
monthly cable cost of $10.00 per individual) for each
movie or other title that is made available for viewing
on the Internet by Pay by licensing agreement with
Bacchus;
c) Payments shall be monthly; and
d) Pay shall keep a record of hits and views of each movie
or other title, and Bacchus shall have access to these
records all of the time;
e) Bacchus shall arrange for a pass for Warren Wayne to
attend the American Film Market in Los Angeles from
February 25, 1999 to March 5, 1999 (a value of $1500);
f) Bacchus has entered into a verbal agreement to acquire
the Internet rights from Westar Entertainment, Inc. for
the following pictures: "The Process", "Double Cross"
and "Beretta's Island", and shall provide Pay with a
license and materials for broadcasting these films as
soon as possible;
g) Where it owns the Internet broadcast rights, and where
doing so will not conflict with other licensing rights,
Bacchus will license its product to Pay for the fee set
out in 7b).
Rave Party April 1, 1999 Internet Broadcast
8. Bacchus will arrange for Pay to have the exclusive broadcast
rights to a party being produced on April 1, 1999 by Go
Productions Inc. ("Go"), as follows:
a) Go is an experienced live event production company, the
principals of which have produced many events including
the Queen Elizabeth Theatre all night dance party on
Dec 31, 1998, the Yeltsin-Clinton Summit, The opening
of GM Place, and Lilith Fair;
b) Go shall put on an all night dance party (9 pm to 4 am)
on April 1, 1999 and April 2, 1999 at the Plaza of
Nations for between 2,000 and 4,000 people, which shall
feature at least one international top DJ, tentatively
Eric Morillo, David Morales, Roger Sanchez, Dereck
Carter and one other world renowned DJ playing at a top
club in London, Berlin, Tokyo or New York, and with top
selling CDs (the "Feature DJ");
c) Pay shall provide Go with $30,000 (out of total
production costs of$ 100,000) up front (no later than
February 4, 1999) as an investment as a partner in
producing the Party. The money shall be used to secure
the venue and the Feature DJ and shall be recouped
first out of revenues (and recouped against any monies
payable to Bacchus or Go for the share of Party
Profits).
d) As investor in the party, Pay shall first recoup
$30,000, before any division of profits or any fees are
taken by Go, and Pay shall receive 25% of the profits
(estimated at $15,000);
e) Bacchus shall receive 10% of revenues and 45% of net
profits (all revenues including CD sales, less
production and broadcast costs) from the Internet
broadcast of the party, and out of its share, Bacchus
shall negotiate payment to Go;
f) At the Party, there shall be a section for V.I.P.
guests, and Pay shall receive 35 tickets at no cost for
V.I.P. guests. The total number of V.I.P. guests who
will be admitted for no charge will be 150. Any
additional V.I.P. post tickets will be paid for at
cost;
g) Pay shall provide free Internet advertising for the
Party and Go shall provide free advertising for Pay in
all Party promotions, including logos on the Party
flyers and giant displays of Pay promo materials at
Pay;
h) Bacchus and Pay shall co-produce the live broadcast of
the Party, and all costs shall be paid by Pay;
i) All costs of broadcasting shall be paid by Pay but
$2,000 shall come out of the Production budget;
j) All parties shall work together to arrange for direct
retail sales of CDs of featured DJs and artists to be
made directly through Pay or its agent (Amazon.com) as
follows:
1) Pay, with assistance of Bacchus and Go, shall
negotiate the Internet retail sales rights to
one or more CDs of the Featured DJ (the deal
will have to be made with a major record
label);
2) Go and Bacchus shall arrange for at least one
DJ to create, license and produce a CD
through the record company owned by Pay;
3) Go and Bacchus shall arrange for at least one
artist to create original music to be
included in a CD to be produced by Pay's
record company;
h) Pay shall have a right of first refusal through Bacchus
of all broadcast rights for all future parties put on
by Go;
i) Pay shall arrange for advertisers to sponsor the Party,
the fees of which will form part of the revenues;
j) The intention is to use the Party as a test for future
live productions of all night parties, and to create an
ongoing relationship between the parties.
Additional Terms
9. The jurisdiction of this agreement is British Columbia and
the laws and forums of British Columbia shall govern this
agreement.
10. The parties intend to enter into a long form agreement
embodying the terms set out in this letter of intent. Both
parties will negotiate in good faith to reach an agreement
which will replace this letter of intent.
11. This letter of intent may be signed by fax transmission.
12. All amounts. in this agreement are in Canadian dollars
unless otherwise stated.
Please confirm your agreement with the foregoing by signing,
dating and returning this letter to Bacchus.
Yours truly,
Blackstone Media Arts Ltd. dba Bacchus Entertainment per
/s/
Penny G. Green
CEO & President
READ, UNDERSTOOD ACCEPTED:
PAYFORVIEW.COM per
/s/ Date: January 29, 1999
<PAGE>
Exhibit 10.8 ITV.Net Service Agreement, dated March 11, 1999
SERVICE AGREEMENT BETWEEN ITVNET, INC AND PAYFORVIEW.COM
Overview:
This agreement (two pages) outlines the terms of a service
agreement between ITVnet, Inc., ("ITV") located at 6777 Hollywood
Blvd, Suite 1100, Los Angeles, CA., and Payforview.com ("PAYV")
located at 1055 W. Hastings St., Vancouver, BC. PAYV wishes to
contract ITV for the purposes of delivering streaming video
content over the Internet. These streams will be made available
for watching from both the Payforview.com Website and the ITV
Website.
ITVnet, Inc. is an Internet streaming media company dedicated to
the development of advanced technology and high-performance
networks that provide for automated, scalable and cost effective
delivery of multimedia. ITV's integrated database, network and
e-commerce multimedia systems can provide payforview.com a
solution to get their service in operation quickly and reliably.
PAYV is an Internet-based Entertainment Company, publicly trading
on the OTC Bulletin Board exchange. PAYV intends to distribute
movies, and other visual entertainment direct to viewers on a
pay-for-view and retail basis. As such, PAYV has acquired film
libraries which it wishes to be made viewable, in order to better
illustrate its' business model to potential clients, partners and
investors.
The intention of this agreement is to provide PAYV with an
immediate "operational proof of concept" in illustrating their
acquired video libraries.
Terms:
1. Responsibilities of ITV:
* Digital encoding, for up to a maximum of 30 hours of video
content (industry standard rate is $10/min and $200 per tape
setup charge.
* Encoding of content optimized for 56KB or 28.8 delivery
* Color balancing of video
* Output of video to Scalable MPEG-4 "V" CODEC's
* Normalization of audio
* Output of Audio to Voxware MetaSound CODEC's
* Storage space for the encoded files, on a multi-peered
Backbone NetShow VideoServer
* Storage and hosting of all WebPages that provide for the
direct launching of the PAYV videos
* Webcast transmission of PAYV video content provided for a
one month period (Apr. 1 through Apr. 30, 1999)
* Web-site integration assistance (and ITV Webmaster will
provide the necessary linkage details for streaming video to
play off of the PAYV site)
* Reasonable technical assistance for successful deployment
All ITV delivery of services as defined under "Terms" will take
place during the months of March and April 1999. All encoding
work is to be completed by April 15. The period through and
until April 30 defines the length of ITV's services offered
within this contract.
***NOTE***ITV's ability to meet the 30 hours requirement is
dependent upon PAYV being able to provide ITV with content in a
prompt and timely fashion as described in Page 2, Section 2.
2. Responsibilities of PAYV:
* Acquisition of all necessary rights and legal permissions as
relate to PAYV's video content, in order to provide for the
operational and legitimate Internet distribution needs
within this agreement. PAYV will provide along with each
video delivered for encoding and eventual streaming
distribution the following:
* Determination and written instructions of any specifics
with regard to PAYV's videos. Note: All videos are to
be cued up from the point that the encoding is to
begin. If only a segment of a video is to be encoded,
the length of the segment must be logged on a separate
attached piece of paper.
* Provisioning of the videos in any of the following
formats: S-VHS (mono or stereo), Hi-8, or 3/4. Note:
Beta masters may be used provided PAYV pays for all
rental and delivery costs.
* Appropriate Titling, Copyright and other related.
* Videos to be provided in a prompt and timely fashion. 5
hours of content to be delivered by March 15 and an
additional 10 hours provided by March 20. The balance of 15
hours of content to be provided by April 5. This staggering
of content will insure that ITV may meet its milestones of
30 hours on encoded content.
* Payment of a fee of US $20,000 to ITV. The terms of payment
are 4 (four) equal payments of $5,000 according to the
following schedule - US $5,000 fee to be paid on Mar 17, 24,
31 and April 6, 1999 inclusive.
3. Marketing:
* ITV and PAYV will cooperate and approve the issuance of
press releases initiated by either party to together in
which the other party is mentioned.
* ITV will promote PAYV, its corporate logo and its' video
assets on its corporate Web site (www.itv.net).
* PAYV will promote ITV, its corporate logo, its personal
video destination web site (to be named) and its'
technological abilities on its corporate web site
(www.payforview.com).
4. Master Service Agreement ("MSA")
Upon completion of a MSA, which will be created to describe in
detail the services that ITV will provide to PAYV in return for
the fees that will be charged, ITV will work with PAYV post April
30, 1999, to further develop the PAYV web site, transaction
interface, provide ongoing video storage and network distribution
mechanisms and act as webmaster for the site working
independently or in partnership with other providers as approved
by PAYV. ITV may also develop web-based customized search,
tracking and reporting capabilities for PAYV.
Signatures below will be the authority to proceed with
preparation of necessary legal and regulatory documentation for
the agreement under the terms outlined herein.
Signed by:
/s/ /s/
Date: March 11, 1999 Date: March 11, 1999
William Mutual Marc Pitcher
President President
ITVnet, Inc. Payforview.com
<PAGE>
Exhibit 10.9 Sportsworld Network Internet Broadcast Agreement,
dated March 25, 1999
[SPORTSWORLD LETTERHEAD]
License Agreement
No. #2442-99/rk
Made this 31st March 1999, Between:
Sportsworld Network (Australia) Pty Limited
Suite 29, 20 Commercial Road,
Melbourne Victoria 3004
AUSTRALIA, in this document referred to as the Licensor and
Payforview.com
Suite 300
Guinness Tower
1055 West Hastings Street
Vancouver B.C.
CANADA V6E 2E9 in this document referred to as the Licensee.
Attention: Penny O Green Tel: # 1 604 609 6181
VP, Programming Fax: # 1 604 609 6183
By this Agreement, both parties agree to the specifications and
terms detailed herein.
Title of Program: Various-see details under
Special Conditions
Number of Episodes/Duration: Various-see details under
Special Conditions
Episode Numbers: Various-see details under
Special Conditions
Commencement: 1st July 1999
Territory: Worldwide
License: Non Exclusive
Broadcast Period: July 1 1999 to July 1 2000
License Fee: 8% of gross revenues to
Licensee; minimum Guarantee is
25000 Payforview.com shares
(pre 9th April 1999 stock
split)
Material Format: Digital Betacam SP PAL
Technical Costs: To be paid by Licensee
Freight Costs: To be paid by Licensee
Terms of Payment: Refer to attached schedule
The above conditions may not be modified by either party without
written agreement. The Licensee shall have the option of editing
the programme for its promotion.
Signed: /s/ Signed: /s/
Sportsworld Network (Australia) Payforview.com
Pty Limited
Date: 31/3/99 Date: April 14, 1999
<PAGE>
[SPORTSWORLD LETTERHEAD]
Schedule
# 2442-99/rk
1. Total Payment:
License Fee 8% of Gross Revenue - minimum guarentee
25,000 Payforview.com
Technical costs To be paid by Licensee - shares (pre
9/4/99 share split)
Freight costs To be paid by Licensee
Share certificate deliverable to:
Sportsworld Media Group Pty.
6 Henrietta St
London WC2E 8P5
U.K.
2. Special Conditions:
Program No. of Episodes/ Episode
Duration Nos.
Xtreme Helichallenge 4 episodes x 30 minutes 1 to 4
Profiles 12 episodes x 5 minutes 1 to 12
Magic Moments 200 segments x 60-120 seconds 1 to 200
3. Delivery Details:
Material to be delivered to above address via TNT Express
Worldwide upon signing of License Agreement.
Signed: /s/ Signed: /s/
Sportsworld Network (Australia) Payforview.com
Pty Limited
Date: 31/3/99 Date: April 14, 1999
<PAGE>
Exhibit 10.10 Reel Media License for Internet broadcast of 750
film library
[BACCHUS ENTERTAINMENT LTD. LETTERHEAD]
Monday, February 15, 1999
Attention: Tom T. Moore
Reel Media International, Inc.
4516 Lovers Lane, Suite 178
Dallas, TX 75225 USA
Tel: (214) 321-3301
Fax: (214) 522-3448
Email: [email protected]
Dear Sirs,
RE: ACQUISITIONS FOR PAYFORVIEW.COM
The following, when signed by you, Reel Media International
("Reel") will outline the basic deal terms with Agreement with
Bacchus Entertainment Ltd. ("Bacchus") regarding the grant of
access to materials to the programs listed in Exhibit 1
(consisting of 18 pages) annexed hereto (the "Programs") for
exhibition on the Payforview.com ("PFV") internet-broadcast
systems:
1. Reel grants Bacchus the right and license, but not the
obligation, to access the delivery materials for the
Programs and exhibit them by internet broadcast in the
territory of the Universe (the "Territory"); The materials
must be accessed within one year;
2. Reel agrees that if it provides access to the delivery
materials of the Programs to any other person or entity for
the purposes of exhibiting by internet broadcast it will
notify Bacchus of the key terms of such agreement within 30
days;
3. The term of this agreement shall be for 4 years from the
date of signing this agreement (the "Term");
4. As compensation for providing access to the Programs, Reel
shall receive 35,000 shares of restricted common stock of
Payforview.com, which shall be delivered within 60 days of
signing this agreement;
5. In addition to receiving stock, Reel shall receive 3% of the
revenues from the Programs, which shall be defined as
advertising revenues for air time sold during the exhibition
by Pfv internet broadcast of any of the Programs and any
retail fees collected from Pfv subscribers for individual
exhibitions of any of the Programs that is selected by a
subscriber and paid for by a subscriber. Reel shall receive
these fees on a quarterly calendar basis;
6. Within sixty days following the close of each calendar
quarter during the Term, Bacchus shall provide to Reel an
accounting statement showing the fees due for the quarter,
accompanied by payment in the amount indicated;
7. Reel with provide Bacchus with masters of the Programs in
Digital Betacom at a cost of $275 (or less if Bacchus can
find a cheaper laboratory, and approval by Reel which is not
to be unreasonably withheld) and slides of the Programs for
$5 a piece where available; Cost of masters subject to
change after 90 days from signature.
8. Reel warrants that it has done copyright searches on each of
the titles in the Programs and that each one is in the
public domain in within the United States, and that all of
the Programs that were created in the United States will be
in the public domain in the Territory, and real agrees to
indemnify Pfv and Bacchus for any and all claims,
liabilities, causes of action, judgments, costs and expenses
(including attorney fees) which arise as a result of any
misrepresentation by Reel;
9. Bacchus may assign this agreement to Pfv, on assumption by
Pfv of the obligations of Bacchus under this agreement, upon
which assumption Bacchus will no longer be liable for any
obligations under this agreement;
10. The jurisdiction of this agreement is the State of
California, and any dispute shall be arbitrated through the
American Film Marketing Association;
11. A fax copy of this agreement shall be deemed to be an
original;
12. It is a condition precedent to this agreement being binding
on the parties that it be signed below for approval by Pfv;
13. Both parties intend to enter into a long forth agreement.
Unit a long form agreement is signed, this agreement shall
govern the rights and obligations between the parties.
Yours truly,
BACCHUS ENTERTAINMENT LTD. per
/s/
Penny O. Green
C.E.O. & President
AGREED TO AND ACCEPTED:
REEL MEDIA INTERNATIONAL
Per: /s/ Date: February 17, 1999
APPROVED
PAYFORVIEW.COM
Per: /s/ Date: February 19, 1999
<PAGE>
Exhibit 10.11 Sage Entertainment Inc. Agreement, dated
March 29, 1999
[PAYFORVIEW.COM LETTERHEAD]
Monday, March 29, 1999
Attention: Stephen Kutner
Sage Entertainment, Inc.
60 East 42nd Street, Suite 630
New York, NY 10165
Tel: 212-687-8603 Fax: 212-687-8829
RE: CONSULTANT SERVICES
The following, when signed by you, will confirm the agreement
reached between Sage Entertainment, Inc. ("SEI") and
Payforview.com Inc. ("Payforview") upon the following terms:
1. Kutner will act as a programming consultant to Payforview,
answering questions periodically, assisting Payforview in
evaluating and licensing content, including assisting
Payforview in contacting major film studios;
2. Also, Kutner will act on the board of advisors of Voyageur
Film Sales, the film distribution division of Payforview on
a project by project basis may assist Voyageur in selling
pictures and television product in the US;
3. In consideration, Payforview shall deliver to SEI:
(a) $1,000 US a month beginning April 1, 1999;
(b) 1,000 commons shares of Payforview restricted from
trading for one year which will be delivered to SEI
prior to April 9, 1999;
(c) a percentage, to be negotiated of US sales arranged by
SEI on behalf of Voyageur;
4. Within 30 days of Payforview being properly financed, the
monthly payment terms with SEI will be increased (to be
agreed on by both parties);
5. SEI gives Payforview permission to use Stephen Kutner's name
in connection with a press release and the business plans of
Payforview and Voyageur.
By signing below, the parties agree to the above terms and
conditions:
PAYFORVIEW.COM INC. SAGE ENTERTAINMENT, INC.
/s/ /s/
By: Penny Green By: Stephen Kutner
<PAGE>
Exhibit 10.12 Swartz Private Equity, LLC Warrant, dated
April 15, 1999
THIS, WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW, AND
MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE
DISPOSED OF OR EXERCISED UNLESS (i) A REGISTRATION STATEMENT
UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS
SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH
SUCH OFFER, SALE OR TRANSFER.
ANY INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF
RISK. HOLDERS MUST RELY ON THEIR OWN ANALYSIS OF THE INVESTMENT
AND ASSESSMENT OF THE RISKS INVOLVED.
Warrant to Purchase
300,000 shares
Warrant to Purchase Common Stock
of
PAYFORVIEW.COM
THIS CERTIFIES that Swartz Private Equity, LLC or any
subsequent holder hereof ("Holder"), has the right to purchase
from PAYFORVIEW.COM, a Nevada Corporation (the "Company"), up to
300,000 fully paid and nonassessable shares of the Company's
common stock ("Common Stock"), subject to adjustment as provided
herein, at a price equal to the Exercise Price as defined in
Section 3 below, at any time beginning on the Date of Issuance
(defined below) and ending at 5:00 p.m., New York, New York time
the date that is five (5) years after the Date of Issuance (the
"Exercise Period").
Holder agrees with the Company that this Warrant to Purchase
Common Stock of PAYFORVIEW.COM (this "Warrant") is issued and all
rights hereunder shall be held subject to all of the conditions,
limitations and provisions set forth herein.
1. Date of Issuance and Term
This Warrant shall be deemed to be issued on April 15, 1999
("Date of Issuance"). The term of this Warrant is five (5) years
from the Date of Issuance.
2. Exercise
(a) Manner of Exercise. During the Exercise Period, this
Warrant may be exercised as to all or any lesser number of full
shares of Common Stock covered hereby (the Warrant Shares") upon
surrender of this Warrant, with the Exercise Form attached hereto
as Exhibit A (the "Exercise Form") duly completed and executed,
together with the full Exercise Price (as defined below) for each
share of Common Stock as to which this Warrant is exercised, at
the office of the Company, Attention: Marc. A. Pitcher,
President, Suite 300, Guiness Tower, 1055 West Hastings Street,
Vancouver, B.C., Canada V6E 2E9; Telephone (604) 609-6181,
Facsimile (604) 609-6183, or at such other office or agency as
the Company may designate in writing, by overnight mail, with an
advance copy of the Exercise Form sent to the Company and its
Transfer Agent by facsimile (such surrender and payment of the
Exercise Price hereinafter called the "Exercise of this
Warrant").
(b) Date of Exercise, The "Date of Exercise" of the Warrant
shall be defined as the date that the advance copy of the
completed and executed Exercise Form is sent by facsimile to the
Company, provided that the original Warrant and Exercise Form are
received by the Company as soon as practicable thereafter.
Alternatively, the Date of Exercise shall be defined as the date
the original Exercise Form is received by the Company, if Holder
has not sent advance notice by facsimile.
(c) Cancellation of Warrant. This Warrant shall be canceled
upon the Exercise of this Warrant, and, as soon as practical
after the Date of Exercise, Holder shall be entitled to receive
Common Stock for the number of shares purchased upon such
Exercise of this Warrant, and if this Warrant is not exercised in
full, Holder shall be entitled to receive a new Warrant
(containing terms identical to this Warrant) representing any
unexercised portion of this Warrant in addition to such Common
Stock.
(d) Holder of Record. Each person in whose name any Warrant
for shares of Common Stock is issued shall, for all purposes, be
deemed to be the Holder of record of such shares on the Date of
Exercise of this Warrant, irrespective of the date of delivery of
the Common Stock purchased upon the Exercise of this Warrant.
Nothing in this Warrant shall be construed as conferring upon
Holder any rights as a stockholder of the Company.
3. Payment of Warrant Exercise Price
The Exercise Price ("Exercise Price") per share shall
initially equal the average closing bid price for the five (5)
trading days immediately following the Company's 3-for-2 stock
split (the "Stock Split")(Schedule to occur on April 9, 1999),
but shall initially equal no less than $4.50 (adjusted for the
Stock Split)("Initial Exercise Price"), or, if the Date of
exercise is more than six (6) months after the Date of Issuance,
the lesser of (i) the Initial Exercise Price or (ii) the "Lowest
Reset Price," as that term is defined below. The Company shall
calculate a "Reset Price" on each six-month anniversary date of
the Date of Issuance which shall equal one hundred percent (100%)
of the lowest Closing Bid Price of the Company's Common Stock for
the five (5) trading days ending on such six-month anniversary
date of the Date of Issuance. The "Lowest Reset Price" shall
equal the lowest Reset Price determined on any six-month
anniversary date of the Date of Issuance preceding the Date of
Exercise, taking into account, as appropriate, any adjustments
made pursuant to Section 5 hereof.
Payment of the Exercise Price may be made by either of the
following, or a combination thereof, at the election of Holder:
(i) Cash Exercise: cash, bank or cashiers check or wire
transfer; or
(ii) Cashless Exercise: subject to the last sentence of this
Section 3, surrender of this Warrant at the principal office of
the Company together with notice of cashless election, in which
event the Company shall issue Holder a number of shares of Common
stock computed using the following formula:
X = Y (A-B)/A
where: X = the number of shares of Common Stock to be issued
to Holder.
Y = the number of shares of Common Stock for which this
Warrant is being exercised.
A = the Market Price of one (1) share of Common Stock
(for purposes of this Section 3(ii), the "Market Price"
shall be defined as the average Closing Bid Price of
the Common Stock for the five (5) trading days prior to
the Date of Exercise of this Warrant (the "Average
Closing Price"), as reported by the O.T.C. Bulletin
Board, National Association of Securities Dealers
Automated Quotation System ("Nasdaq") Small Cap Market,
or if the Common Stock is not traded on the Nasdaq
Small Cap Market, the Average Closing Price in any
other over-the-counter market; provided, however, that
if the Common Stock is listed on a stock exchange, the
Market Price shall be the Average Closing Price on such
exchange for the five (5) trading days prior to the
date of exercise of the Warrants. If the Common Stock
is/was not traded during the five (5) trading days
prior to the Date of Exercise, then the closing price
for the last publicly traded day shall be deemed to be
the closing price for any and all (if applicable) days
during such five (5) trading day period.
B = the Exercise Price.
For purposes hereof, the term "Closing Bid Price" shall mean
the closing bid price on the O.T.C. Bulletin Board, the National
Market System ("NMS"), the New York stock Exchange, the Nasdaq
Small Cap Market, or if no longer traded on the O.T.C. Bulletin
Board, the NMS the New York Stock Exchange, the Nasdaq Small Cap
Market, the "Closing Bid Price" shall equal the closing price on
the principal national securities exchange or the
over-the-counter system on which the Common Stock is so traded
and, if not available, the mean of the high and low prices on the
principal national securities exchange on which the Common Stock
is so traded.
For purposes of Rule 144. and sub-section (d)(3)(ii)
thereof, it is intended, understood and acknowledged that the
Common Stock issuable upon exercise of this Warrant in a cashless
exercise transaction shall be deemed to have been acquired at the
time this Warrant was issued. Moreover, it is intended,
understood and acknowledged that the holding period for the
Common Stock issuable upon exercise of this Warrant in a cashless
exercise transaction shall be deemed to have commenced on the
date this Warrant was issued.
Notwithstanding anything to the contrary contained herein,
this Warrant may not be exercised in a cashless exercise
transaction if, on the Date of Exercise, the shares of Common
Stock to be issued upon exercise of this Warrant would upon such
issuance be then registered pursuant to an effective registration
statement filed pursuant to that certain Registration Rights
Agreement to be entered into on or about April 27, 1999 by and
among the Company and the Holder, or otherwise be registered
under the Securities Act of 1933, as amended.
4. Transfer and Registration.
(a) Transfer Rights. Subject to the provisions of Section 8
of this Warrant, this Warrant may be transferred on the books of
the Company, in whole or in part, in person or by attorney, upon
surrender of this Warrant properly completed and endorsed. This
Warrant shall be canceled upon such surrender and, as soon as
practicable thereafter, the person to whom such transfer is made
shall be entitled to receive a new Warrant or Warrants as to the
portion of this Warrant transferred, and Holder shall be entitled
to receive a new Warrant as to the portion hereof retained.
(b) Registrable Securities. If the Company proposes to
register (including for this purpose a registration effected by
the Company for stockholders other than the Holders) any of its
Common Stock under the Act in connection with the public offering
of such securities solely for cash (other than a registration
relating solely for the sale of securities to participants in a
Company stock plan or a registration on Form S-4 promulgated
under the Act or any successor or similar form registering stock
issuable upon a reclassification, upon a business combination
involving an exchange of securities or upon an exchange offer for
securities of the issuer or another entity)(a "Piggyback
Registration Statement"), the Company shall cause to be included
in such Piggyback Registration Statement all of the Common Stock
issuable upon the exercise of this Warrant ("Registrable
Securities") ("Piggyback Registration") to the extent such
inclusion does not violate the registration rights of any other
security holder of the Company granted prior to the date hereof.
Nothing herein shall prevent the Company from withdrawing or
abandoning the Piggyback Registration Statement prior to its
effectiveness.
5. Anti-dilution Adjustment
(a) Stock Dividend. If the Company shall at any time
declare a dividend payable in shares of Common Stock, then
Holder, upon Exercise of this Warrant after the record date for
the determination of holders of Common Stock entitled to receive
such dividend, shall be entitled to receive upon Exercise of this
Warrant, in addition to the number of shares of Common Stock as
to which this Warrant is exercised, such additional shares of
Common Stock as such Holder would have received had this Warrant
been exercised immediately prior to such record date and the
Exercise Price will be proportionally adjusted.
(b) Recapitalization or Reclassification. If the Company
shall at any time effect a recapitalization, reclassification or
other similar transaction of such character that the shares of
Common Stock shall be changed into or become exchangeable for a
larger or smaller number of shares, then upon the effective date
thereof, the number of shares of Common Stock which Holder shall
be entitled to purchase upon Exercise of this Warrant shall be
increased or decreased, as the case may be, in direct proportion
to the increase or decrease in the number of shares of Common
Stock by reason of such recapitalization, reclassification or
similar transaction, and the Exercise Price shall be, in the case
of an increase in the number of shares, proportionally decreased
and, in the case of decrease in the number of shares,
proportionally increased. The Company shall give Holder the same
notice it provides to holders of Common Stock of any transaction
described in this Section 5(b).
(c) Distributions. If the Company shall at any time
distribute for no consideration to holders of Common Stock cash,
evidences of indebtedness or other securities or assets (other
than cash dividends or distributions payable out of earned
surplus or net profits for the current or preceding years) then,
in any such case, Holder shall be entitled to receive, upon
Exercise of this Warrant, with respect to each share of a Common
Stock issuable upon such exercise, the amount of cash or
evidences of indebtedness or other securities or assets which
Holder would have been entitled to receive with respect to each
such share of Common Stock as a result of the happening of such
event had this Warrant been exercised immediately prior to the
record date or other date fixing shareholders to be affected by
such event (the "Determination Date") or, in lieu thereof, if the
Board of Directors of the Company should so determine at the time
of such distribution, a reduced Exercise Price determined by
multiplying the Exercise Price on the Determination Date by a
fraction, the numerator of which is the result of such Exercise
Price reduced by the value of such distribution applicable to one
share of Common Stock (such value to be determined by the Board
of Directors of the Company in its discretion) and the
denominator of which is such Exercise Price.
(d) Notice of Consolidation or Merger. In the event of a
merger, consolidation, exchange of shares, recapitalization,
reorganization, or other similar event, as a result of which
shares of Common Stock shall be changed into the same or a
different number of shares of the same or another class or
classes of stock or securities or other assets of the Company or
another entity or there is a sale of all or substantially all the
Company's assets (a "Corporate Change"), then this Warrant shall
be exercisable into such class and type of securities or other
assets as Holder would have received had Holder exercised this
Warrant immediately prior to such Corporate Change; provided,
however, that Company may not affect any Corporate Change unless
it first shall have given thirty (30) days notice to Holder
hereof of any Corporate Change.
(e) Exercise Price Adjusted. As used in this Warrant, the
term "Exercise Price" shall mean the purchase price per share
specified in Section 3 of this Warrant, until the occurrence of
an event stated in subsection (a), (b) or (c) of this Section 5,
and thereafter shall mean said price as adjusted from time to
time in accordance with the provisions of said subsection. No
such adjustment under this Section 5 shall be made unless such
adjustment would change the Exercise Price at the time by $.01 or
more; provided, however, that all adjustments not so made shall
be deferred and made when the aggregate thereof would change the
Exercise Price at the time by $.01 or more. No adjustment made
pursuant to any Provision of this Section 5 shall have the net
effect of increasing sing the Exercise Price in relation to the
split adjusted and distribution adjusted price of the Common
Stock. The number of shares of Common Stock subject hereto shall
increase proportionately with each decrease in the Exercise
Price.
(f) Adjustments: Additional Shares, Securities or Assets.
In the event that at any time, as a result of an adjustment made
pursuant to this Section 5, Holder shall, upon Exercise of this
Warrant, become entitled to receive shares and/or other
securities or asset (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock
shall be deemed to refer to and include such shares and/or other
securities or assets; and thereafter the number of such shares
and/or other securities or assets shall be subject to adjustment
from time to time in a manner and upon terms as nearly equivalent
as practicable to the provisions of this Section 5.
6. Fractional Interests.
No fractional shares or scrip representing fractional shares
shall be issuable upon the Exercise of this Warrant, but on
Exercise of this Warrant, Holder may purchase only a whole number
of shares of Common Stock. If, on Exercise of this Warrant,
Holder would be entitled to a fractional share of Common Stock or
a right to acquire a fractional share of Common Stock, such
fractional share shall be disregarded and the number of shares of
Common Stock issuable upon exercise shall be the next higher
number of shares.
7. Reservation of Shares.
The Company shall at all times reserve for issuance such
number of authorized and unissued shares of Common Stock (or
other securities substituted therefor as herein above provided)
as shall be sufficient for the Exercise of this Warrant and
payment of the Exercise Price. The Company covenants and agrees
that upon the exercise of this Warrant, all shares of Common
Stock issuable upon such exercise shall be duly and validly
issued, fully paid, nonassessable and not subject to preemptive
rights, rights of first refusal or similar rights of any person
or entity.
8. Restrictions on Transfer
(a) Registration or Exemption Required. This Warrant has
been issued in a transaction exempt from the registration
requirements of the Act by virtue of Regulation D as exempt from
state registration under applicable state laws. The Warrant and
the Common Stock issuable upon the Exercise of this Warrant may
not be pledged, transferred sold or assigned except pursuant to
an effective registration statement or an exemption to the
registration requirements of the Act and applicable state laws.
(b) Assignment. If Holder can provide the Company with
reasonably satisfactory evidence that the conditions of (a) above
regarding registration or exemption have been satisfied, Holder
may sell, transfer, assign,, pledge or otherwise dispose of this
Warrant, in whole or in part. Holder shall deliver a written
notice to Company, substantially in the form of the Assignment
attached hereto as Exhibit B, indicating the person or persons to
whom the Warrant shall be assigned and the respective number of
warrants to be assigned to each assignee. The Company shall
effect the assignment within ten (10) days, and shall deliver to
the assignee(s) designated by Holder a Warrant or Warrants of
like tenor and terms for the appropriate number of shares.
9. Benefits of this Warrant
Nothing in this Warrant shall be construed to confer upon
any person other than the Company and Holder any legal or
equitable right, remedy or claim under this Warrant and this
Warrant shall be for the sole and exclusive benefit of the
Company and Holder.
10. Applicable Low.
This Warrant is issued under and shall for all purposes be
governed by and construed in accordance with the laws of the
state of Nevada, without giving effect to conflict of law
provisions thereof.
11. Loss of Warrant
Upon receipt by the Company of evidence of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of
loss, theft or destruction) of indemnity or security reasonably
satisfactory to the Company, and upon surrender and cancellation
of this Warrant, it mutilated, the Company shall execute and
deliver a new Warrant of like tenor and date.
12. Notice or Demands
Notices or demands pursuant to this Warrant to be given or
made by Holder to or on the Company shall be sufficiently given
or made if sent by certified or registered mail, return receipt
requested, postage prepaid, and addressed, until another address
is designated in writing by the Company, to the Attention: Marc.
A. Pitcher, President, Suite 300, Guiness Tower 1055 West
Hastings Street, Vancouver, B.C., Canada, V6E 2E9; Telephone
(604) 609-6181, Facsimile (604) 609-6183. Notices or demands
pursuant to this Warrant to be given or made by the Company to or
on Holder shall be sufficiently given or made if sent by
certified or registered mail, return receipt requested, postage
prepaid, and addressed, to the address of Holder set forth in the
Company's records, until another address is designated in writing
by Holder.
IN WITNESS WHEREOF, the undersigned has executed this
Warrant as of the 15th day of April, 1999.
PAYFORVIEW.COM
By: /s/
Marc A. Pitcher, President
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<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> SEP-30-1999
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 86242
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