UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10SB
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) or (g) of the Securities Exchange Act of 1934
1TWOE.COM, INC.
(Exact name of Small Business Issuer in its charter)
NEVADA 11-2584617
(State or other jurisdiction of IRS Employer
incorporation or organization) Identification Number
400 North Main Street, Grapevine, Texas 76051
(Address of principal executive offices) (Zip Code
Issuer's telephone number (972) 399-3512
Securities to be registered pursuant to Section 12(b) of the Act.
Title of each class Name of each exchange on which registered
NONE
Securities to be registered pursuant to Section 12(g) of the Act.
Title of Class
Common Stock, $.001 par value per share
PART I
Item 1. Description of Business.
1TWOE.COM, INC., (the "Company") was incorporated originally in New York in 1981
under the name Mitchel Alan Furs, Incorporated. The Company changed its name in
1992 to Teleworld Enterprises, Ltd. ("TWE") and in July of 1999 the shareholders
approved a name change to 1TWOE.COM,INC. and approved the change of domicile to
the State of Nevada. At the same time, the stock of the company was approved to
undergo a reverse split on the basis of one (1) share in the new company for
every four (4) shares held in TWE.
Current management has moved from the ownership and management of cable
Satellite TV systems to the utilization and development of Internet-related
services in both the Cable TV industry and the general public. In the second
quarter of the current fiscal year the company has acquired various products to
be developed in the overall Internet division of the Company. The Company is
currently negotiating various other transactions that will greatly enhance the
value and operating assets of the Company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
On September 2, 1999 the Company acquired 49% of Click TV, Inc. for $20,000 in
the nature of an 8% demand note. The Company further agreed to lend up to
1,000,000 shares of preferred stock for acquisitions.
The first acquisition by Click TV, Inc. on September 4, 1999 was the acquisition
of 900 film titles for $1,250,000 of Preferred Stock at $10.00 per share
(125,000 shares) convertible to one share of common stock in 1TWOE.COM, INC. or
an appropriate substitute of stock in a public company. The library will be
made available to Internet users for clips, sound bites, and entire film
downloads over the Internet for a fee.
On September 14, 1999 the Company acquired the rights to production of 2,500
Digital recordings for 50,000 preferred shares at $10.00 per share convertible
to one share of common stock in 1TWOE.COM,INC. or an appropriate substitute of
stock in a public company. This acquisition will complement the previous
acquisition of the movie library that will be available for downloading from the
Internet in the near future.
The Company has agreed to purchase the ICEMPORIO.COM E-Commerce site for
$100,000 in a combination of cash and a note payable and 85,000 preferred shares
at $10.00 per share convertible to one share of common stock in 1TWOE.COM, INC.
or an appropriate substitute of stock in a public company and 100,000 shares of
common stock.
The Company has acquired a working private cable system in the Dallas, Texas
area in which it will offer its customers a major cable and Internet package at
a bargain Price. The package will include 37 cable channels, including HBO and
Cinemax, the use of a Pentium computer, a monitor, unlimited Internet access,
and free email. This concept will be developed first in the Dallas area and
will be able to be replicated in other areas of the country.
Item 3. Description of Property.
Principal assets of the registrant include the following:
1. 900 film titles that are to be digitized and will be available to Internet
users for clips, sound bites, and entire film downloads for a fee. The library
is located in a warehouse in the Dallas-Fort Worth area.
2. Prepaid services and the rights to digitize 2500 sound recordings that will
also be available over the Internet to complement the film titles indicated
above.
3. Approximately 140 Satellite Cable TV passes and related equipment for a
working private cable system located in Dallas, Texas.
4. An 80% interest in a Private Satellite Cable TV company that owns and/or
manages in excess of 4,500 Satellite Cable TV passes. The Systems are also
located in the Dallas-Fort Worth area.
Item 4. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information regarding the Registrant's
Common Stock beneficially owned at November 30, 1999 (i) by each person who is
known by the Registrant to own beneficially or exercise voting or dispositive
control over 5% or more of the Registrant's Common Stock, (ii) by each of the
Registrant's Directors, and (iii) by all officers and Directors as a group. At
November 30, 1999, there were outstanding 4,237,224 shares of Common Stock of
the Registrant. In general, a person is deemed to be a "beneficial owner" of a
security if that person has or shares the power to vote or direct the voting of
such security, or the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any securities of
which the person has the right to acquire beneficial ownership within sixty
days.
Name and Number of Shares
Address or of Common Stock Percentage of
Identity of Group Beneficially Owned Beneficial Ownership
First Capital Leasing, Inc. 1,600,000 shares 38%
2917 Oak Forest Drive
Grapevine, TX 76051
All Officers and -0- *%
Directors as a Group
(3 persons)
*Less than 1%
Item 5. Directors and Executive Officers, Promoters and Control Persons.
Directors. The following table sets forth as of January 15, 2000: (i) the names
and ages of the directors and the positions held by each person; and (ii) any
period during which he has served.
Term of
Office as Period
Name Director Position Age Served
Dorothy Sivilli 1 year President and Directo 70 Since 1995
Roslyn Corson-Willett 1 year Secretary and Director 52 Since 7-6-99
John W. Middleton III 1 year Vice President & Director 39 Since 7-6-99
The present Board of Directors and officers were all elected in the special
Shareholders meeting held on July 6, 1999. All directors of the Registrant
hold office until the next annual meeting of stockholders and until their
successors have been elected and qualified.
Officers. The following table sets forth as of January 15, 2000: (i) the names
and ages of the officers and the positions held by each person; and (ii) any
period during which he has served.
Office with
Name Registrant Age Officer Since
Dorothy Sivilli President 70 Since 1995
Roslyn Corson-Willett Secretary 52 Since 7-6-99
John W. Middleton III Vice President 39 Since 7-6-99
The respective executive officers are elected by the Board of Directors after
an annual meeting of the stockholders and hold office until their successors are
chosen and qualified, or until death, their resignation or removal from office.
Background of Directors and Officers.
Dorothy Sivilli, 70, is and has been a Director of the Company since June 1,
1995. Prior thereto, she was employed by Communications Investment Corporation
and Action Cable in increasingly responsible positions in its private cable and
cable television operations. Prior thereto, Ms. Sivilli was engaged in the sale
and distribution of commercial satellite television, home satellite television
and private cable television equipment.
John W. Middleton, III, 39, is currently the owner and general manager of
Utility Caretakers, Inc. Mr. Middleton has been in this business for the past
eleven years.
Roslyn Corson-Willett, 52, currently is working as a Consultant on day spa
accessories, treatment and equipment. Previously she has worked as a legal
secretary and currently holds a Doctorate in Naprapathy from Vanguard College.
Directorships:
Each director of the Registrant has indicated to the Registrant that he or she
is not a director of any other company with a class of securities registered
pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the
requirements of Section 15(d) of such act or any investment company registered
under the Investment Registration Act of 1940.
Identification of Certain Significant Employees:
None.
Family Relationships
No family relationship exists between any officer or director of the Registrant.
Involvement in Certain Legal Proceedings:
No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item
401 of Regulation S-B has occurred with respect to any executive officer or
director of the Registrant during the past five years and which is material to
an evaluation of the ability or integrity of such director or officer.
Item 6. Executive Compensation.
The Registrant qualifies as a "small business issuer" as that term is defined by
Item 10(a)(1) of Regulation S-B.
The following tabulation sets forth certain information with respect to
compensation paid or earned for services in all capacities to the Company for
the fiscal year ended May 31, 1999 of those persons who were at December 31,
1999 (i) the Chief Executive Officer and (ii) the other four most highly
compensated executive officers of the Registrant (the "Named Officers").
Summary Compensation Table
Annual Long Term
Compensation Compensation
Names and
Principal Stock Options SAR/
Position Year Salary Bonuses Other (Shares) Other
Dorothy Sivilli
President 1999 -0- -0- -0- -0- -0-
Roslyn Corson-Willett
Secretary 1999 -0- -0- -0- -0- -0-
John W. Middleton III
Vice President 1999 -0- -0- -0- -0- -0-
Item 7. Certain Relationships and Related Transactions.
(a) Transactions with Management and others.
None
(b) Certain Business Relationships.
Not Applicable
(c) Parents of Registrant.
None
(d) Transactions with Promoters.
None
Item 8. Description of Securities.
The authorized capital stock of the Company consists of 50 million shares
common stock, with a par value of $0.001 per share; 2 million shares Series A
Preferred Stock, with a par value of $0.01 per share; and 2 Million Shares
Series B Preferred Stock, with a par value of $0.01 per share.
Common Stock issued and outstanding as of May 31, 1999 was 4,197,224 and
4,237,224 at November 30, 1999. Holders of the Common Stock do not have
preemptive rights to purchase additional shares of Common Stock or other
subscription rights. The Common Stock carries no conversion rights and is not
subject to redemption or to any sinking fund provisions. All shares of Common
Stock are entitled to share equally in dividends from sources legally
available therefore when, as and if declared by the Board of Directors and upon
liquidation or dissolution of the Company, whether voluntary or involuntary, to
share equally in the assets of the Company available for distribution to
stockholders. The Board of Directors is authorized to issue additional shares of
Common Stock on such terms and conditions and for such consideration as the
Board may deem appropriate without further stockholder action. Each holder of
Common Stock is entitled to one vote per share, either in person or by proxy, on
all matters that may be voted on by the owners thereof at meetings of the
stockholders.
The registrar and transfer agent for the Common Stock is Continental Stock
Transfer & Trust Company, located at 2 Broadway, New York, New York 10004.
Preferred Stock issued and outstanding as of May 31, 1999 was -0- shares. As
of November 30, 1999 there were 175,000 shares of Series A Preferred Stock
outstanding. There have been no shares of Preferred Stock, series B, issued to
date. The Series A. Preferred Stock carries an 8% dividend provision and is
convertible into common stock at one share of common stock for each share of
Series A Preferred Stock held. The conversion price has been placed at $10.00
per share. Seriew B Preferred Stock also includes a provision for an 8%
dividend and conversion on a one-for-one basis into common stock at a value of
$3.00 per share.
The Company is the registrar and transfer agent for the Preferred Stock.
PART II
Item 1. Market Price of and Dividends on the Registrant's Common Equity and
related Stockholder Matters.
(a) Market Information. As of the date of this Report, the Registrant has
only one class of equity securities trading and outstanding, 4,237,224 shares
of Common Stock, $.001 par value (the"Common Stock"), are issued and
outstanding. The Preferred stock outstanding has not been registered and is
restricted.
The Principal market for the Registrant's Common Stock, its only class of
publicly traded equity securities, is the over-the-counter market, specifically
the Electronic Bulletin Board quotation system published by the National
Quotation Bureau where the Registrant's Common Stock trades under the symbol
"TWOE".
The following table indicates the quarterly high and low bid price ranges
of the Registrant's Common Stock as quoted by the NASDAQ OTC Bulletin Board for
the periods indicated. Tese quotations reflect market prices between dealers,
do not include retail mark-ups, mark-downs or commissions and may not
necessarily represent actual transactions. Market fighres have been rounded up
to the nearest $0.01/
Fiscal Year Ended May 31, 1998: High Low
First Quarter $0.02 $0.01
Second Quarter 0.05 0.01
Third Quarter 0.05 0.01
Fourth Quarter 0.04 0.01
Fiscal Year Ended May 31, 1999:
First Quarter $0.04 $0.01
Second Quarter 0.04 0.01
Third Quarter 0.04 0.01
Fourth Quarter 0.45 0.01
Fiscal Year Ended May 31, 2000:
First Quarter $0.50 $0.09
Second Quarter 0.73 0.09
Third Quarter 0.90 0.28
As of March 15, 2000 the closing bid price was quoted at $0.48 by market makers.
The company has never paid cash dividends on its Common Stock. The Registrant
presently intends to retain future earnings, if any to finance the expansion of
its business and does not anticipate that any cash dividends will be paid in
the foreseeable future on its Common Stock. Future dividend policy will
depend on the Registrant's earnings, capital requirements, financial conditions
and other relevant factors.
(b) Holders. As of November 30, 1999, the number of holders of record of
each class of the Registrant's equity securities issued and outstanding was as
follows:
Number of
Title of Class Record Holders
Common Stock, $.001 470
Par value per share
Series A Preferred Stock, $.01 2
Par value per share
Item 2. Legal Proceedings.
No event listed in Sub-paragraphs (1) through (4) of Subparagraph (d) of Item
401 of Regulation S-B has occurred with respect to the Registrant or any
executive officer or director of the Registrant during the past five years and
which is material to the Registrant or an evaluation of the ability or integrity
of such director or officer.
Item 3. Changes in and/or Disagreements with Accountants.
There has been no change in the Accountant for the Company since the previous
audit filed as a part of the 10KSB for the fiscal year ended May 31, 1995.
Item 4. Recent Sales of Unregistered Securities.
There have been no sales of Unregistered Securities for Cash. However, Series
A Preferred stock was issued in connection with acquisitions of certain assets
of the Company. These transactions are listed below:
1. 125,000 share of Series A Preferred stock was issued in connection with the
acquisition of the 900 film titles classified as "the Movie Library". These
shares were issued to World Wide Marketing, a foreign owned corporation.
2. An additional 50,000 shares of Series A Preferred stock was issued to Silver
Blue Productions, a Hollywood California Company, in connection with the
acquisition of the prepaid services to digitize 2,500 sound recordings. This
acquisition was made by Clicktv.net, Inc., a 49% owned subsidiary. The stock
was loaned to the subsidiary for a note receivable.
Item 5. Indemnification of Directors and Officers.
Under Nevada Revised Statutes (NRS 78.7502) a Nevada Corporation has
discretionary and mandatory indemnification of officers, directors, employees
and agents. General provisions state in part as follows:
"A corporation may indemnify any person 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, by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he 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 conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he
had reasonable cause to believe that his conduct was unlawful."
Other provisions can be found in the Nevada Revised Statutes and in the offices
of the Registrant.
PART F/S
1TWOE.COM, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
Assets (Audited) (Unaudited)
31-May 30-Nov
1999 1999
Current assets:
Accounts receivable, less allowance for
doubtful accounts of $5,000 $ - $ -
Total Current Assets - -
Property and equipment, at cost:
Software 50,000
Movie Library 1,250,000
Cable Systems 3,891
- 1,303,891
Accumulated Depreciation - -
Net Property and equipment - 1,303,891
Other Assets:
Investment in Subsidiaries 1,141,500
Notes and accounts receivable from Affiliates 578,768
Total Other Assets - 1,720,268
Total Assets $ - $3,024,159
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 16,356 $ 16,356
Long Term Liabilities:
Notes payable on Acquisitions - 1,191,500
Commitments and contingencies - -
Stockholders'equity(deficit):
Preferred Stock - Series A. $.01 par value,
2,000,000 shares authorized, 175,000 shares
issued and outstanding - 1,750
Common stock, $.001 par value, authorized
50,000,000 shares, 4,197,224 and 4,237,224
shares issued and outstanding 4,197 4,237
Additional paid-in capital 8,757,976 10,546,186
Accumulated deficit (8,778,529) (8,735,870)
Accumulated other comprehensive income - -
Total Stockholders'equity(Deficit) (16,356) 1,816,303
Total Liabilities and Stockholders' Equity $ -0- $3,024,159
1TWOE.COM, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Audited) (Unaudited)
31-May 30-Nov
1999 1999
Revenuen $ - $ 50,346
Expense - 7,686
Net Income $ - $ 42,660
Net Income(Loss)per common share $ - $ 0.01
Weighted average common shares outstanding 4,197,224 4,197,224
PART III
Item 1. Index to Exhibits:
Exhibit A Plan of Reorganization
Exhibit B Articles of Incorporation
Exhibit C By-Laws
Exhibit D Series A Preferred Stock Rights of Holders
Exhibit E Series B Preferred Stock Rights of Holders
Exhibit F Material Contracts
Exhibit G Subsidiaries of the Registrant
Item 2. Description of Exhibits:
Exhibit A: Copy of the New York Certificate of Merger of Teleworld Enterprises,
Ltd. into 1TWOE.COM,INC. Copy of this certificate is attached.
Exhibit B: A copy of the Articles of Incorporation can be received by writing
to the Registrant at 400 N. Main Street, Suite 103, Grapevine, Texas 76051.
Exhibit C: A copy of the By-Laws of the Registrant can be received by writing
to the Registrant at 400 N. Main Street, Suite 103, Grapevine, Texas 76051.
Exhibit D: A copy of the Board of Directors Action outlining the rights and
preferences of the Series A Preferred securities holders is attached.
Exhibit E: A copy of the Board of Directors Action outlining the rights and
preferences of the Series B Preferred securities holders is attached.
Exhibit F: All material contracts are in the office of the Registrant and
can be received by writing to the Registrant at 400 N. Main Street, Suite 103,
Grapevine, Texas 76051.
Exhibit G: This exhibit is a listing of the Subsidiaries of the Registrant.
EXHIBIT A
CERTIFICATE OF MERGER
OF
TELEWORLD ENTERPRISES, LTD.
INTO
1TWOE.COM, INC.
This agreement merger under Section 907 of the Business Corporation Law is
entered into between TELEWORLD ENTERPRISES, LTD., a New York Corporation, and
1TWOE.COM, INC., a Nevada Corporation. The surviving corporation shall be
1TWOE.COM, INC.
Statements required by Section 902(a)(1) & 902(a)(2):
1. The name of each constituent corporation:
a. Teleworld Enterprises, Ltd., a New York Corporation
b. 1TWOE.COM, INC. a newly-formed Nevada Corporation to be the
surviving member of the merger.
2. The designation and number of outstanding shares of each class and series
of stock is as follows:
a. Teleworld Enterprises, Ltd., a New York Corporation
50,000,000 shares common stock authorized; 20,388,896 outstanding
2,000,000 shares preferred Stock Authorized; -0- outstanding.
b. 1TWOE.COM, INC., a Nevada Corporation
50,000,000 shares common stock authorized; 1,000 outstanding
2,000,000 shares preferred Stock Authorized; -0- outstanding.
Statements required under Section 903(a):
1. A notice of Special Meeting of Shareholders was mailed on or about June
10, 1999, to each shareholder of record as of the close of business on June 7,
1999. A plan of merger was outlined in the materials sent to the shareholders.
2. The plan of merger was adopted by a majority of the shareholders of
Teleworld Enterprises, Ltd. in the shareholders meeting held on July 6, 1999 in
Grapevine, Texas.
3. All shares outstanding in Teleworld Enterprises, Ltd. were approved to be
converted on a one (1) share in 1TWOE.COM, INC. for each four (4) shares held in
Teleworld Enterprises, Ltd. After the merger, the shareholders of Teleworld
Enterprises, Ltd. would be the 100% owners in the new corporation into which
Teleworld Enterprises, Ltd. is to be merged.
4. The Incorporators, and 100% owners of the shares outstanding and entitled
to vote, of 1TWOE.COM, INC. voted 100% to approve the merger.
5. 1TWOE.COM, INC. was incorporated on August 19, 1999.
6. The merger of Teleworld Enterprises, Ltd. and 1TWOE.COM, INC. was approved
by the Nevada Secretary of State on October 18, 1999.
7. Effective date of the merger: The effective date of the merger was set by
the Board of Directors of Teleworld Enterprises, Ltd. to be August 9, 1999.
8. The manner in which the merger was authorized with respect to the constituent
domestic and foreign corporation was pursuant to the laws of each state and was
by shareholder and board of director approval. The laws of Nevada were complied
with by filing the Articles of Merger and receiving approval. This Certificate
of Merger, in compliance with New York law, is being submitted to the New York
Department of State.
Therefore, this Certificate of Merger of TELEWORLD ENTERPRISES, LTD
into 1TWOE.COM, INC. is submitted on behalf of each party to the Merger.
TELEWORLD ENTERPRISES, LTD. 1TWOE.COM, INC.
By:/s/ Dorothy Sivilli By:/s/ Dorothy Sivilli
President & Director President & Director
By: /s/ Roslyn Corson-Willett By: /s/Roslyn Corson-Willett
Secretary & Director Secretary & Director
EXHIBIT D
1TWOE.COM, INC.
BOARD OF DIRECTORS ACTION ON SERIES A PREFERRED STOCK
The Board of Directors of the Company in a regular meeting has adopted the
following provision fixing the number, designation, relative rights,
preferences and limitations of Series A Preferred Stock pursuant to authority
vested in it by the Certificate of Incorporation, to wit:
(a) Dividend. The holders of the Preferred Stock shall be entitled to receive
a dividend of Eight (8%) percent per annum, as and when declared by the Board of
Directors of the Company, payable in cash or in securities annually out of the
capital or earned surplus of the Company for each year, in preference to the
holders of the Company's Common Stock, $.00l par value per share, and such
dividends shall be cumulative from the date of issuance thereof. If, at any
time, Preferred Stock of more than one series shall be outstanding, any dividend
paid upon such shares in any amount less than full cumulative dividends accrued
or in arrears upon all such shares outstanding shall be divided between the
different series, in proportion to the aggregate amounts which would be
distributable to the Preferred Stock of each series if full cumulative dividends
were declared and paid thereon.
(b) Liquidation. In the event of the winding up of the affairs of the Company,
the holders of each share of Preferred Stock shall be entitled to receive the
of $.01, the par value thereof, plus any unpaid cumulative and current dividends
thereon before any payment to the holders of the shares of Common Stock of the
Company.
(c) Merger. In the event the Company at any time while any of the Preferred
Stock is outstanding shall be consolidated with or merged into any other
corporation or corporations, or shall sell or lease all or substantially all of
its property and business as an entity, lawful provisions shall be made as a
part of the terms of such consolidation, merger, sale or lease that the holder
of any shares of Preferred Stock must receive the same kind and amount of
securities or assets as may be issuable, distributable, or payable upon such
consolidation, merger, sale or lease with respect to such shares of Common
Stock of the Company but payable before any issuance, distribution or payment
is made to the holders of the Company's Common Stock.
(d) Conversion Adjustment. In the event that the Company shall at any time
prior to such conversion either: (a) subdivide shares; (b) combine the
outstanding shares of Common Stock into the same or a given number of shares;
(c) change the outstanding shares of Common Stock into the same -or a given
number of shares of any other class or classes of shares; (d) declare on or
in respect of the shares of Common Stock a dividend payable in shares or other
securities of the Company; or (e) offer to the holders of shares of Common
Stock any rights to subscribe for shares or for other securities of the
Company, then the holders of Preferred Stock shall be entitled, as the case may
be, to receive the same number of shares of Common Stock or shares of any other
class or classes of shares or other securities of the Company, or shall be
entitled to subscribe for and purchase at the same price that the shares or
securities are offered to holders of shares of Common Stock, the number of such
shares or the amount of such securities as will represent the same proportion
of the outstanding shares of Common Stock prior to such increase or decrease
as they would have been entitled to receive or subscribe for, as the case may
be, had they been holders of the number of shares of Common Stock into which
their Preferred Stock were convertible on the record date for any such dividend
or subscription.
(e) Voting. The holders of shares of outstanding Preferred Stock of the Company
shall be entitled to cast one vote per share of preferred Stock vote at meetings
of the shareholders of the Company. The holders of shares of the Preferred
Stock shall have no preemptive rights and such shares shall be fully paid and
non-assessable when issued.
(f) Common Shares. Subject to the preferences, qualifications, limitations,
voting rights and restrictions with respect to each class of the authorized
shares of Preferred Stock, the holders of the shares of Common Stock shall have
and possess all rights appertaining to authorized shares of the Company.
(g) Pre-emptive Right. No holder of shares of any class of the Company shall
be entitled as of right to subscribe for, purchase or receive any part of any
new or additional shares of any class, whether now or hereafter authorized, or
of bonds, debentures or other evidences of indebetdness convertible into or
exchangeable for shares, may be issued and disposed of by the Board of Directors
on such terms and for such consideration, so far as may be permitted by law, and
to such person or persons as the Board of Directors in their absolute discretion
may deem advisable.
(h) Conversion Privileges. The Preferred Stock shall be convertible into shares
of fully paid and non-assessable Common Stock of the Company, upon the following
terms and conditions:
(1) The Holder of any shares of Preferred Stock to be converted shall surrender
the certificate or certificates therefor to the transfer agent of the Company,
duly endorsed in blank for transfer, accompanied by the form set forth on such
certificates or on such other form as may be profided from time to time by the
Company;
(2) As soon as practicable after the surrender of such certificates as provided
above, the Company shall cause to be issued and delivered, at the office of its
transfer agent, to or on the order of the holder of the certificates thus
surrendered, a certificate or certificates for the number of full shares of
Common Stock, $.00l par value per share issuable hereunder upon the conversion
of such Preferred Stock and as adjusted as herein provided with respect to any
fraction of a share of Common Stock issuable upon such Conversion. Such
Conversion shall be deemed to have been effected on the date on which the
certificates for such Preferred Stock have been surrendered as provided above,
and the person in whose name any certificate or certificates for Common Stock
are issuable upon such conversion shall be deemed to have become on such date
the holder of record of the shares represented hereby;
(3) Requirement to Convert. The requirement to convert to common stock in
the Company as indicated above will be required if the value of the stock, as
reported on any stock exchange or other system that reports price on publicly
held stocks, reaches $10.00 per share and remains at that level for a period
of 30 days.
(4) No adjustment or allowance shall be made for dividends on Preferred Stock
surrendered for conversion, whether accrued, accumulated or otherwise; and
(5) Each share of Preferred Stock shall be convertible into one share of
Common Stock so that one share of Preferred Stock shall be surrendered to
obtain one share of Common Stock.
(i) Fractional Shares. The Company shall not issue fractional shares in
satisfaction of the conversion privilege of the Preferred Stock but, in lieu
of fractional shares, the Company shall issue one or more full shares for
certificates representing such full share or shares rounded out to the nearest
full share.
The Board of Directors have approved as of September 10, 1999, the date of
approval by the State of Nevada of the Amended Articles of Incorporation to
include Preferred Stock, the above designation, relative rights, preferences
and limitations of Series A Preferred Stock.
/s/ Dorothy Sivilli
Dorothy Sivilli, Director
EXHIBIT E
1TWOE.COM, INC.
BOARD OF DIRECTORS ACTION ON SERIES B PREFERRED STOCK
The Board of Directors of the Company in a regular meeting has adopted the
following provision fixing the number, designation, relative rights, preferences
and limitations of Series B Preferred Stock pursuant to authority vested in it
by the Certificate of Incorporation, to wit:
(a) Dividend. The holders of the Preferred Stock shall be entitled to receive
a dividend of eight (8%) percent per annum, as and when declared by the Board
of Directors of the Company, payable in cash or in securities annually out of
the capital or earned surplus of the Company for each year, in preference to
the holders of the Company's Common Stock, $.00l par value per share, and such
dividends shall be cumulative from the date of issuance thereof. If, at any
time, Preferred Stock of more than one series shallbe outstanding, any dividend
paid upon such shares in any amount less than full cumulative dividends accrued
or in arrears upon all such shares outstanding shall be divided between the
different series, in proportion to the aggregate amounts which would be
distributable to the Preferred Stock of each series if full cumulative dividends
were declared and paid thereon.
(b) Liquidation. In the event of the winding up of the affairs of the Company,
the holders of each share of Preferred Stock shall be entitled to receive the
sum of $.0l, the par value thereof, plus any unpaid cumulative and current
dividends thereon before any payment to the holders of the shares of Common
Stock of the Company.
(c) Merger. In the event the Company at any time while any of the Preferred
Stock is outstanding shall be consolidated with or merged into any other
corporation or corporations, or shall sell or lease all or substantially all
of its property and business as an entity, lawful provisions shall be made as
part of the terms of such consolidation, merger, sale or lease that the holder
of any shares of Preferred Stock must receive the same kind and amount of
securities or assets as may be issuable, distributable, or payable upon such
Consolidation, merger, sale or lease with respect to such shares of Common
Stock of the Company but payable before any issuance, distribution or payment
is made to the holders of the Company's Common Stock.
(d) Conversion Adjustment. In the event that the Company shall at any time
prior to such conversion either: (a) subdivide shares; (b) combine the
outstanding shares of Common Stock into the same or a given number of shares;
(c) change the outstanding shares of Common Stock into the same -or a given
number of shares of any other class or classes of shares; (d) declare on or
in respect of the shares of Common Stock a dividend payable in shares or other
securities of the Company; or (e) offer to the holders of shares of Common
Stock any rights to subscribe for shares or for shares or for other securities
of the Company, then the holders of Preferred Stock shall be entitled, as the
case may be, to receive the same number of shares of Common Stock or shares of
any other class or classes of shares or other securities of the Company, or
shall be entitled to subscribe for and purchase at the same price that the
shares or securities are offered to holders of shares of Common Stock, the
number of such shares or the amount of such securities as will represent the
same proportion of the outstanding shares of Common stock prior to such
increase or decrease as they would have been entitled to receive or subscribe
for, as the case may be, had they been holders of the number of shares of
Common Stock into which their Preferred Stock were convertible on the record
date for any such dividend or subscription.
(e) Voting. The holders of shares of outstanding Preferred Stock of the
Company shall be entitled to cast one vote per share of Preferred Stock vote
at meetings of the shareholders of the Company. The holders of shares of the
Preferred Stock shall have no preemptive rights and such shares shall be fully
paid and non-assessable when issued.
(f) Common Shares. Subject to the preferences, qualifications, limitations,
voting rights and restrictions with respect to each class of the authorized
shares of Preferred Stock, the holders of the shares of Common Stock shall have
and possess all rights appertaining to authorized shares of the Company.
(g) Pre-emptive Right. No holder of shares of any class of the Company shall be
entitled as of right to subscribe for, purchase or receive any part of any new
or additional shares of any class, whether now or hereafter authorized, or of
bonds, debentures or other evidences of indebtedness convertible into or
exchangeable for shares, may be issued and disposed of by the Board of Directors
on such terms and for such consideration, so far as may be permitted by law, and
to such person or persons as the Board of Directors in their absolue discretion
may deem advisable.
(h) Conversion Privileges. The Preferred Stock shall be convertible into shares
of fully paid and non-assessable Common Stock of the Company, upon the
following terms and conditions:
(1) The holder of any shares of Preferred Stock to be converted shall
surrender the certificate or certificates therefor to the transfer agent of the
Company, duly endorsed in blank for transfer, accompanied by the form set forth
on such certificates or on such other form as may be provided from time to time
by the Company;
(2) As soon as practicable after the surrender of such certificates as provided
above, the Company shall cause to be issued and delivered, at the office of its
transfer agent, to or on the order of the holder of the certificates thus
surrendered, a certificate or certificates for the number of full shares of
Common Stock, $.00l par value per share issuable hereunder upon the conversion
of such Preferred Stock and as adjusted as herein provided with respect to any
fraction of a share of Common Stock issuable upon such Conversion. Such
conversion shall be deemed to have been effected on the date on which the
certificates for such Preferred Stock have been surrendered as provided above,
and the person in whose name any certificate or certificates for Common Stock
are issuable upon such conversion shall be deemed to have become on such date
the holder of record of the shares represented hereby;
(3) Requirement to Convert. The requirement to convert to common stock in
the Company as indicated above will be required if the value of the stock, as
reported on any stock exchange or other system that reports price on publicly
held stocks, reaches $3.00 per share and remains at that level for a period of
30 days.
(4) No adjustment or allowance shall be made for dividends on Preferred Stock
surrendered for conversion, whether accrued, accumulated or otherwise; and
(5) Each share of Preferred Stock shall be convertible into one share of
Common Stock so that one share of Preferred Stock shall be surrendered to
obtain one share of Common Stock.
(i) Fractional Shares. The Company shall not issue fractional shares in
satisfaction of the conversion privilege of the Preferred Stock but, in lieu
of fractional shares, the Company shall issue one or more full shares for
certificates representing such full share or shares rounded out to the nearest
full share.
The Board of Directors have approved as of September 10, 1999, the date of
approval by the State of Nevada of the Amended Articles of Incorporation to
include Preferred Stock, the above designation, relative rights, preferences
and limitations of Series B Preferred Stock.
/s/ Dorothy Sivilli
Dorothy Sivilli, Director
EXHIBIT G
Subsidiaries of the Registrant
49% Owned Subsidiary:
Clicktv.net, Inc.
3617 Kim, Suite 100
Irving, Texas 75061
80% Owned Subsidiary:
Otto, Inc.
3617 Kim, Suite 100
Irving, Texas 75061
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
1TWOE.COM, INC.
Date:March 17,2000 By:Dorothy Sivilli
Dorothy Sivilli
Principal Executive Officer
