SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-KSB
Transition Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended
June 30, 1999
Commission file number
33-16757
ONE WORLD ONLINE.COM, INC.
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(Name of small business issuer in its charter)
Nevada 06-0431771
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(State or other jurisdiction of incorporation) (IRS employer identification no.)
4778 North 300 West, Suite 200, Provo, Utah 84601
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(Address of principal executive offices) (Zip code)
Issuer's telephone number: (435) 852-3540
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes|X| No |_|
Check if there is no disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. |X|
The issuer's revenues for its most recent fiscal year were $460,000.
The aggregate market value of the voting stock held by non-affiliates
(i.e., does not include directors, executive officers or ten percent
stockholders identified in Item 11 hereof) of the issuer as of September 30,
1999 was $39,531,680.
The number of shares outstanding of the issuer's common stock as of
September 30, 1999 was 15,475,000, $.001 par value.
Transitional Small Business Disclosure Format: Yes |_| No |X|
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ONE WORLD ONLINE.COM, INC.
TABLE OF CONTENTS TO TRANSITION REPORT ON FORM 10-KSB
PERIOD ENDED JUNE 30, 1999
PART I
Item 1. Description of Business...............................................3
Item 2. Description of Propertie..............................................10
Item 3. Legal Proceedings.....................................................10
Item 4. Submission of Matters to a Vote of Security Holders...................10
PART II
Item 5. Market for Common Equity and Related Stockholder Matters..............12
Item 6. Management's Discussion and Analysis or Plan of Operation.............13
Item 7. Financial Statements..................................................19
Item 8. Changes In and Disagreements With Accountants on
Accounting and Financial Disclosure...................................19
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.....................20
Item 10. Executive Compensation...............................................22
Item 11. Security Ownership of Certain Beneficial Owners and Management.......24
Item 12. Certain Relationships and Related Transactions.......................25
Item 13. Exhibits and Reports on Form 8-K.....................................25
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PART I
Item 1. Description of Business.
As used herein, the term "Company" means One World Online.com, Inc.
("One World") and its wholly owned subsidiaries, One World Online Incorporated
dba One World Online Marketing, ("OWOL Marketing") and I Ventures, Inc. dba One
World Online Technologies ("OWOL Technologies"), on a consolidated basis, unless
the context clearly indicates otherwise.
Company Development
The Company was originally incorporated under the laws of the State of
Utah on July 27, 1984 under the name KPC Investments and has an authorized
capital consisting of 100,000,000 shares of common stock, par value $.001 per
share.
The Company acquired Medizone Canada Ltd. in 1988 as a subsidiary
corporation and changed its name from KPC Investments to Medizone Canada
Limited. The Company subsequently discontinued the business of its subsidiary
and in recent years has been looking for a business acquisition. Effective
August 4, 1998, the Company changed its corporate domicile to the State of
Nevada.
On April 26, 1999, the Company effectuated a 4 for 1 forward stock
split of its outstanding shares. A stockholder contributed for cancellation
shares of common stock in connection with the stock split resulting in the
Company having 9,000,000 shares outstanding immediately after the stock split.
On June 29, 1999, the Company acquired OWOL Marketing and OWOL
Technologies through its acquisition of all the issued and outstanding common
stock of these two companies (the "Acquisition"). As consideration for the
Acquisition, the Company issued to the stockholders of OWOL Marketing and OWOL
Technologies an aggregate of 12,725,000 shares of the Company's common stock. In
connection with the Acquisition, certain stockholders contributed 6,250,000
shares of the Company's common stock for cancellation, which resulted in the
Company having 15,475,000 shares of common stock outstanding immediately
following the Acquisition. In connection with the Acquisition, the Company also
changed its name to One World Online.com, Inc. and amended its Articles of
Incorporation to authorize up to 1,000,000 shares of blank check preferred
stock.
OWOL Marketing (a Utah corporation) was organized in November of 1998.
Its operating activities since inception have related primarily to developing
its main product line of electronic commerce ("e-commerce") sites, Internet
related training, building the One World Community and related software,
building a high-performance, scaleable hardware infrastructure, marketing
Internet service provider ("ISP") services, hiring capable personnel, developing
its marketing plan and raising capital.
OWOL Technologies (a Colorado corporation) was organized in June 1996
and began business operations in November, 1998 with the acquisition of certain
assets of Web Factory, a sole proprietorship. At that time OWOL Technologies
began developing technology and e-commerce solutions, including ISP, as the
primary developer for OWOL Marketing.
The Company's principal executive offices are located at 4778 North 300
West, Suite 200, Provo, Utah, 84604. Its telephone number is (801) 852-3540.
Company Organization
OWOL Marketing and OWOL Technologies are wholly owned subsidiaries of
One World. OWOL Marketing is the distribution arm for all products and services
of the Company using its affinity and relationship marketing system. OWOL
Technologies provides the world wide web ("web") development technical
resources, ISP, domain and hosting services and manages the growth and
development of the One World Online.com Community.
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Executive Summary
One World is a new kind of company that combines two of the most
powerful business ideas today: (1) the power of the Internet and (2) the
effectiveness of relationship marketing. One World provides both of these groups
with the opportunity to participate in the power of the Internet by building the
world's most valued online community through a national network of independent
Internet Marketing Consultants (IMC's). These IMC's are empowered to share in
the revenues of the Internet with the Company's unique relationship marketing
model. As a full solution Internet services company, One World is seeking to
take the $300+ billion Internet and e-commerce market to the masses by offering
a one stop source for Internet solutions such as: nationwide enhanced Internet
Service Provider (ISP) access; a virtual online community complete with online
shopping that includes over 225,000 products, Internet radio station, library,
arcade, and much more; web site creation and hosting; electronic commerce
solutions for mid-size and small businesses; and Internet marketing training for
businesses and individuals.
The challenge of online shopping is that of creating loyalty in a cyber
world where customers move from one community to the next with a click of their
mouse. One World is seeking to redefine the world of e-commerce through the
collective power of uniting individuals with relationship marketing and
rewarding them with a dynamic new concept called Community Dollars. When a
customer purchases One World's web-related products and services, such as ISP
service, web sites, hosting, Internet training, and many others, their personal
online shopping account is credited with Community Dollars. For instance, when a
customer connects to the Internet using the Company's ISP service, the Company
matches the monthly charge, dollar-for-Community Dollar, and credits $22.00
Community Dollars to the customer's personal shopping account. For the Company's
ISP customers, it's like receiving their ISP service for free every month. As
customers watch their account balance grow and use their Community Dollars to
purchase products from the One World Online.com Community, they are expected to
become more loyal to the value offered by One World.
Products / Services Summary
At the present time, the Company's primary products and services are
focused in four major areas:
1. ISP and other related services.
2. The One World Online.com Community, including its shopping
section, its relationship marketing system and its Community
Dollars products.
3. E-commerce and Home-based Business web site creation and sales.
4. Internet and business success training and services.
Market Analysis Summary
The Internet is a collection of connected computer systems and networks
that link millions of public and private computers. The Internet and the web
have experienced rapid growth over recent years. This growth is projected to
continue. According to Nielsen Net Ratings, as of July, 1999, there were
approximately 106.3 million users in the United States and 201 million users
worldwide. Approximately 41 million people in the United States plan to go
online at some point in the future, 17.2 million within the next year, according
to a study done by Intelliquest Research in March, 1999. Explosive growth of the
Internet is expected to significantly increase Internet purchases. International
Data Corporation ("IDC") reports that the amount of commerce conducted over the
web will top a staggering $1 trillion by 2003.
The demand for e-commerce solutions is evident by the capital markets'
fascination with Internet companies and the proliferation of new Internet and
e-commerce sites. The Company has focused its efforts on three, primary markets:
(1) individuals and businesses who need ISP access, including email; (2)
individuals who are potential members of the One World Online.com Community who
desire a home on the web where they can associate with others, be entertained,
and purchase quality goods and services for an excellent price; and (3) small
businesses seeking a complete-solution, web presence that includes a catalog
storefront, web education and advertising services, and hosting services. One
World believes that its relationship marketing approach will provide the Company
a significant competitive advantage in these markets.
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Relationship Marketing.
In the first quarter of 1999, the Company instituted a relationship
marketing program as an approach within the ISP, virtual community, and web site
development industries to expand the Company's subscriber and member base. The
program is designed to establish and expand a network of independent Internet
Marketing Consultants ("IMCs") to sell the Company's products and services. In
general, each IMC is paid a commission for selling the Company's products and
services and is paid a residual commission on the purchase of products by
shoppers using the IMC's Retail Access Number. The Company believes that using
IMCs to sell its products and services assists the Company in lowering its cost
of customer acquisition, reducing variable technical support costs by utilizing
IMCs to aid in the set-up and maintenance of new customers, and reduces customer
turnover as the result of the customer's loyalty to his or her IMC.
The Company's IMC opportunity is particularly well suited for
individuals who possess strong sales skills and are motivated by the prospect of
supplementing their sources of income under a flexible work schedule without the
drawbacks associated with some other network marketing programs such as the need
to purchase inventory and poorly defined commission credit systems resulting in
commission disputes. The Company's commission structure extends as IMCs recruit
other IMCs, and as those IMCs recruit other IMCs, such that a new web site sale
may result in the payment of multiple commissions. The amount of the commission
paid to the sponsor in connection with the sale of a product or service will
vary according to the level of the sponsor within the chain of IMCs above the
IMC who received direct credit for the sale. As the program continues to develop
and mature, the total amount of commissions paid to IMCs per each sale will
increase; however, the Company believes that such total commissions nonetheless
will be less than the costs for new customer acquisitions through traditional
sales and marketing activities.
Detailed Descriptions of Products and Services:
One World Online ConnectTM Internet Access Service (ISP): The Company
provides national ISP service pursuant to its relationships with PSINet and
National NetDial-Up Service. The Company has access to over 2,000 local access
numbers that cover approximately 92% of the United States Population. The
Company charges $21.95 per month for its unlimited, ISP service. The customer
receives a one year membership to the One World Online.com Community (a $24.95
value). Each ISP subscriber also receives $22.00 per month in Community Dollars
to purchase various high margin products in the Preferred Shopper Store in the
One World Online.com Community. The Company pays a significant portion of the
revenue it receives for ISP service to its independent distributors for having
brought the ISP subscriber to the Company. These payments are in the form of
one-time, bonus payments and a monthly shared revenue payment. The Company
believes that its ISP compensation program will significantly advance the
marketing efforts of its other products, including sales of the Company's web
site and training products and general sales in the One World Online.com
Community.
The One World Online.com Community: The One World Online.com Community
consists of shopping, information and entertainment areas. These areas are
represented by news, arcade, library, horoscopes, weather, email, an Internet
Radio Channel, a millennium time capsule, a regular shopping area and a
Preferred Customer Store. These areas and services provide an environment where
individuals can obtain and share information and ideas, and where they have
input regarding new community features and goals. The One World Online.com
Community has either placed online or received commitments for the listing and
sale of over 225,000 products and services in its regular shopping area. The
current price for a One World Online.com Community membership is $24.95 per
year. Members receive access to the full spectrum of services available in the
Community, including, members-only pricing on valuable products and services,
email, and news. Currently, One World Online ConnectTM ISP customers receive
their first year's membership for free as part of their ISP service.
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Various of the Company's products carry with them an accrual of
Community Dollars. These products include, but are not limited to, the ISP
monthly service, e-commerce sites (both creation and monthly hosting), Starter
Site hosting, the Internet Home Based Business & Tax Strategy Program,
professional programming, and the Internet marketing training program. Community
Dollars are redeemable in the Preferred Customer Store in the One World
Online.com Community for the high margin products contained in this store. The
Company believes that its Community Dollars program will increase its sales by
giving customers a greater incentive to purchase products that accrue Community
Dollars. Because the redemption of Community Dollars only takes place on the One
World Online.com Community, the Company believes that the redemption process
will educate customers how to make online purchases from the One World
Online.com Community and will help customers to feel more comfortable buying
online. The Company has reserved the right to terminate this program at any
time, however, termination of the program might have a material adverse effect
on the Company and its relationship with its customers and independent
distributors. There is no guarantee that the Company's Community Dollar program
will be successful.
E-commerce and Home-based Business Web Site Creation and Sales: The
Company sells a variety of web site solutions via its independent distributors.
The Company's premiere product is the e-commerce web site or "Full-Solution
E-Commerce Web Site." Full-Solution E-Commerce Web Sites are industry specific
and are the result of hundreds of hours of research and development. These web
sites are offered at a fraction of their research and development cost. The term
"full-solution" refers to the web site's capacity to accomplish all of a small
business e-commerce and information needs. In order of development, these
templates are geared for:
1. Real Estate Brokers and Companies
2. Small Business / Entrepreneurs
3. Internet Marketing Consultant (IMC) Web Site
4. Medical / Dentist / Orthodontist
5. Mortgage Broker
The Company also sells an Internet Home-Based Business (IHBB) Web Site
and Tax Strategy Program. The IHBB web sites (also referred to as Starter Sites)
provide an easy entry point to the world of e-commerce. This package introduces
individuals to the benefits of online commerce, provides them with their own
Internet presence, and educates them about tax strategies that will permit them
to take full advantage of their small business. The IHBB package includes a
step-by-step web site designer program to help even the newest web site owner
give their site a personal flare by allowing unlimited access to change text,
images, logos, pictures, add pages, etc.
The Company also provides other web development services. The Company
provides domain name registration services for all of its guests and members.
The Company offers additional programming services for individuals that require
more programming than what they have already received with the purchase of their
e-commerce web sites. Customers are assigned their own personal, experienced and
certified programmer. Programming is also available for individuals that have
not purchased their sites from the Company. Finally, the Company sells One World
Online.com Retail Access Number (RAN) licenses, which are an identification and
tracking system that is used to track all retail sales that are made by a
member's customers that have entered the One World Online.com Community through
that member's web site. This tracking allows the Company to disburse all retail
commissions to the appropriate web site owners. RAN licenses are included with
the Company's web site products or can be purchased separately by individuals
that have an existing web site.
Internet and Business Success Training and Services: The Company
provides various Internet and business training programs. The Company's Internet
Marketing Training Program is a two-part training program designed to help
individuals learn how to create a home based business both on and off the
Internet. The Company also offers other personal development courses that assist
individuals in leading more productive and fulfilling lives and learning how to
be more effective marketers.
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Competition and Positioning of Products and Services
The market for Internet-based commerce, products and services is new,
intensely competitive, rapidly evolving and subject to rapid technological
change. The Company expects competition to persist, intensify and increase in
the future. Almost all of the Company's competitors and potential competitors
have longer operating histories, greater name recognition, larger installed
customer bases and significantly greater financial, technical and marketing
resources than the Company. The Company's current and potential competitors
include many large and well recognized corporations. The Company may face
intense competition from other companies directly involved in the same business
and also from many other companies offering products which can be used in lieu
of those offered by the Company. Many of these companies in related businesses
are substantially larger and have more capital and other resources than the
Company. Competition can take many forms, including convenience in obtaining
products, services and marketing and distribution channels. Such competition
could materially adversely affect the Company's business, operating results and
financial condition.
The Company is not seeking to compete head to head with the large
Internet gateways or global mass shopping malls; nor is it focused upon
advertising as the core source of revenue. The Company will seek to position its
Community and products as described above in new and largely untapped areas of
the Internet such as:
1. Focused Community e-commerce solutions, i.e., Realtors,
Dentists/Physicians, IMC's, where the same solution can be
leveraged and replicated by any entrepreneur or specialist.
2. Distribution channels will be directed by the Company's IMC's
vs. shotgun Internet traffic driven market formulas.
3. Highly professional technical services usually costing up to
10-20 times more for large companies will be offered to
smaller business owners.
4. Ancillary services such as web hosting, domain and
professional programming will add value to each product or
service.
5. A Community based on affinity group marketing and high-demand
everyday use products with substantial discounts, savings and
shared revenue for the Company's members.
Sales Literature, Policies and Procedures
Copies of the Company's sales literature, advertisements, policies and
procedures are available at the One World Online.com Community web site located
at: http://www.oneworldonline.com.
Strategic Relationships
The Company transformed itself into a national ISP in the Second
Quarter of 1999 through an agreement entered into with PSINet. The agreement
provides the Company with access to over 600 "Points of Presence" (local
telephone numbers through which subscribers can access the Internet)
encompassing large metropolitan service areas and broad segments of the U.S.
Population. The Company believes that its agreement with PSINet has provided an
effective and economical to facilitate the Company's expansion of its subscriber
base over a nationwide coverage area. The Agreement, which is scheduled to
expire on April 26, 2000, requires the Company to remit monthly payments to
PSINet based on a fixed dollar amount for each subscriber to the Company's
national access plan on PSINet's system. The Company currently anticipates,
although there can be no assurance, that it will be able to either renew its
agreement with PSINet or will be able to replace PSINet with another provider on
terms that are not materially less advantageous to the Company.
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During the summer of 1999, the Company expanded its ISP coverage by
entering into an agreement with an ISP aggregator, National NetDial-Up Service.
National NetDial-Up Service has access to 14 of the largest nationwide Internet
backbones. The Company's relationship with National NetDial-Up Service has
expanded the total number of Points of Presence available to the Company's ISP
customers to over 2,000. The Company believes that its agreement with National
NetDial-Up Service provides an effective an economical means to expand the
Company's subscriber base into areas that are not covered by PSINet's network.
The Agreement, which is scheduled to expire in August, 2000, requires the
Company to remit monthly payments to National NetDial-Up Service based on a
fixed dollar amount for each subscriber to the Company's national access plan on
National NetDial-Up Service's system. The Company currently anticipates that it
will be able to either renew its agreement with National NetDial-Up Service or
will be able to replace National NetDial-Up Service with another provider on
terms that are not materially less advantageous to the Company.
Intellectual Property
Although the Company believes that its success is more dependent upon
its technical, marketing and customer service expertise and capabilities than
its proprietary rights, the Company's success and ability to compete effectively
are dependent in part upon its proprietary rights. The Company relies on a
combination of copyright, trademark and trade secret laws to protect its
proprietary rights. The Company's logos are service marks for which service mark
applications are pending. Additional service mark applications are pending for
the registration of other service marks used by the Company in its business.
There can be no assurance that the steps taken by the Company will be adequate
to prevent misappropriation of its technology or that third parties, including
competitors, will not independently develop technologies that are substantially
equivalent or superior to the Company's proprietary technology.
The Company has received authorization to use the products of each
manufacturer of software that is bundled in the Company's software for users
with PCs operating on the Windows or Macintosh platforms. While certain of the
applications included in the Company ISP CD-Rom and other start-up disks are
shareware that the Company has obtained permission to distribute or that are
otherwise in the public domain and freely distributable, certain other
applications included with these disks have been licensed where necessary. The
Company currently intends to maintain or negotiate renewals of all existing
software licenses and authorizations as necessary, although there can be no
assurance that such renewals will be available to the Company on acceptable
terms, if at all. The Company may also enter into licensing arrangements in the
future for other applications.
Research and Development
The Company, and particularly OWOL Technologies, has devoted a
substantial portion of its efforts to acquire, design and develop its ISP
installation CD, template e-commerce web sites, the One World Online.com
Community, and other software and web-related products. The Company plans to
develop and acquire additional technologies that it determines support its
business strategy. In addition, the Company plans to continue research and
development on its current products and possible new products. There is no
assurance that the Company's research and development activities will prove
effective.
Government Regulation of Direct Selling and Network Marketing Activities
Direct selling activities are regulated by various governmental
agencies. These laws and regulations are generally intended to prevent
fraudulent or deceptive schemes, often referred to as "Pyramid" or "chain sales"
schemes, that promise quick rewards for little or no effort, require high entry
costs, use high pressure recruiting methods and/or do not involve legitimate
products. Generally, these laws are directed at ensuring that product sales
ultimately are made to consumers and that advancement within such sales
organizations is based on sales of the enterprise's products, rather than
investments in such organizations or other non-retail sales related criteria.
Where required by law, the Company obtains regulatory approval of its network
marketing system, or, where such approval is not required or available, the
favorable opinion of counsel as to regulatory compliance.
In the United States, the FTC and state attorneys general regulate the
network marketing system of the Company. The Company occasionally receives
requests to supply information regarding its network marketing plan to certain
regulatory agencies. Although the Company has, from time to time, modified its
network marketing program to comply with interpretations of various regulatory
authorities, it believes that its network marketing program presently is in
compliance with the laws and regulations related to direct selling activities.
Nevertheless, the Company remains subject to the risk that, in one or more of
its present or future markets, its marketing system or the conduct of certain of
its independent distributors could be found not to be in compliance with
applicable laws and regulations. Failure by the Company or its distributors to
comply with these laws and regulations could have a material adverse effect on
the Company in a particular market or in general. Any or all of such factors
could adversely affect the way the Company does business and could affect the
Company's ability to attract potential distributors or enter new markets.
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In the United States, the FTC has been active in its enforcement
efforts against both pyramid schemes and legitimate network marketing
organizations with certain legally problematic components, has instituted
several enforcement actions resulting in signed settlement agreements and
payment of large fines. Although the Company has not been the target of an FTC
investigation, there can be no assurance that the FTC will not investigate the
Company in the future. The Company cannot predict the nature of any future law,
regulation, interpretation or application, nor can it predict what effect
additional governmental legislation or regulations, judicial decisions, or
administrative orders, when and if promulgated, would have on its business in
the future. Any and all such requirements could have a material adverse effect
on the Company's business, results of operations and financial condition.
Charitable Entities
One World Online Charitable Foundation, a charitable organization
("OWOCF") established under Section 509(a)(3) of the Internal Revenue code of
1986, as amended (the "Code"), was established in May of 1999 by the founders of
the Company to act as the charitable, community service arm of the One World
Online.com Community. OWOCF owns all of the equity ownership of One World Online
Charities, LLC ("OWOC"), a Utah limited liability company, and is the sole
manager of OWOC. The Company has grand-fathered OWOC as the first distributor
frontline to the Company in the Company's relationship marketing organization of
independent distributors. This means that OWOC will receive a monthly payment
from the Company based on the sales of the distributors below OWOC in the
Company's network marketing organization. These payments could be as much as 18%
of the shared revenue paid out to the independent distributors of the Company,
however, the actual percentage paid to OWOC will likely be significantly less in
any given month. The Company has a perpetual right to purchase all of the
membership interest owned by OWOCF in OWOC for the fair market value of this
membership interest at the time the Company elects to purchase this interest.
The fair market value will be determined by mutual agreement, or if agreement
cannot be reached, by a panel of three arbitrators.
Any earnings which are achieved by OWOC will be distributed to OWOCF
for distribution to charitable causes and other public and private charities
throughout the world. All decisions with respect to such contributions will be
made by the Board of Directors of OWOCF, which currently consists of David R.
Nemelka, Gregory Jackson, John Donelly, John Hewlett, Joseph M. Udall, Kelly M.
Thayer and William Davidson. The sole purpose of OWOC and OWOCF is to support
charitable causes worldwide. The Board of Trustees are not expected to be
compensated other than possibly on a nominal basis and may receive reimbursement
for expenses. Each member of the Board of Trustees could be deemed to be the
beneficial owner for SEC reporting purposes of the Company's common stock owned
or to be owned OWOCF.
OWOCF will own 1,500,000 (9.8%) of common stock of the Company pursuant
to an irrevocable commitment to gift 1,000,000 shares from DK Enterprises, LLC
and 500,000 shares from David R. Nemelka, which gift will be completed prior to
December 31, 1999. DK Enterprises, LLC owns 4,000,000 shares of the Company's
common stock and will contribute 1,000,000 shares to OWOCF prior to December 31,
1999. Also, the balance of 3,000,000 shares is to be distributed equally to
Kelly M. Thayer and David N. Nemelka, 50% at June 30, 2000 and 50% at June 30,
2001, subject to them remaining as an officer or director of the Company as of
that time. To the extent they forfeit the right to these shares, the shares will
be contributed by DK Enterprises to OWOCF.
The One World Thru Youth Foundation ("OWTYF"), a charitable
organization established under Section 509(a)(3) of the Code, will own 1,500,000
shares (9.8%) of the common stock of the Company pursuant to an irrevocable
commitment to gift these shares by David R. Nemelka which gift will be completed
prior to December 31, 1999.
The One World Online University ("OWOLU"), a charitable organization
established under Section 401(c)(3) of the Code will own 500,000 shares (3.3%)
of the common stock of the Company pursuant to an irrevocable commitment to gift
these shares by David R. Nemelka which gift will be completed prior to December
31, 1999.
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David R. Nemelka, the father of the Company's CEO David N. Nemelka, was
a co-founder of the OWOL Marketing and OWOL Technology. He is not, however, an
officer, director or employee of the Company or either of its subsidiaries. He
is actively involved in, and is a director of, OWOCF, OWTHYF and OWOLU. Mr.
Nemelka was indicted in 1991 by the State of Utah for securities fraud. The Utah
Attorney's General Office dismissed the indictment in August of 1992 and
subsequently negotiated a six figure settlement paid to Mr. Nemelka after Mr.
Nemelka sued the State of Utah for having violated his civil rights. In 1993,
Mr. Nemelka was indicted by a Federal grand jury in the District of Colorado for
securities fraud, mail fraud and money laundering. Ultimately, in February of
1996, Mr. Nemelka was acquitted of all charges.
Employees
As of September 30, 1999, the Company employed approximately sixty-six
employees, all of whom worked for the Company on a full time basis. The Company
is also utilizing the services of outside contractors and consultants in
connection with marketing, software and web development. The Company expects to
add additional employees based on expected increases in product development,
marketing and sales. The Company's employees are not represented by any labor
union, and the Company believes its relations with its employees are good.
Item 2. Description of Property.
The Company is currently located in leased premises at 4778 North 300
West, Suite 200, Provo, Utah 84604, that contains approximately 7,400 square
feet of office space under a three year lease commencing July 1, 1999, with an
option to renew. The rent is $10,792 per month during the initial lease term.
The physical condition of the property is adequate for the Company's current
needs.
Item 3. Legal Proceedings.
There are no pending legal proceedings involving the Company, and the
Company is not aware of any threatened legal proceedings to which it may be a
party.
Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted to a vote of security holders, through the
solicitations of proxies or otherwise, during the last quarter of the fiscal
year covered by this report. The Company did, however, take the following
corporate actions that were approved by the Company's Board of Directors (the
"Board") and by the written consent of stockholders owning in excess of a
majority of the Company's outstanding common stock.
(a) Acquired all the outstanding capital stock of OWOL
Marketing and OWOL Technologies, following which those two corporations
became wholly-owned subsidiaries of One World. In connection with the
Acquisition, certain existing stockholders of One World delivered
6,250,000 shares of common stock to One World for cancellation. One
World also issued to the stockholders of OWOL Marketing and OWOL
Technologies an aggregate of 12,725,000 restricted shares of common
stock so that One World had 15,475,000 shares of common stock
outstanding upon completion of the Acquisition;
(b) Amended One World's articles of incorporation to (1)
change its name to One World Online.com, Inc., (2) authorize 1,000,000
shares of blank check preferred stock, and (3) add a provision
eliminating liability of officers and directors to stockholders for
breach of fiduciary duty under Nevada law;
(c) Elected the following nominees to serve as the directors
of One World subsequent to the Acquisition: Kelly M. Thayer, Jeff
Martin and David N. Nemelka. In connection therewith, Brenda M. Hall,
One World's sole officer and director prior to the Acquisition,
resigned; and
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<PAGE>
(d) Adopted One World's 1999 Stock Option Plan covering
4,000,000 shares.
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11
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.
Share Price History
The Company's common stock has been quoted on the NASD Over-the-Counter market
since June 30, 1999 under the trading symbol "OWOL." Prior to such date, no
recent active trading market existed for the Company's common stock. The
following table sets forth the high and low bid information of the common stock
for the periods indicated which information was obtained from the OTC Bulletin
Board. It should be understood that such over the counter market quotations
reflect inter-dealer prices without retail markup, markdown or commission, and
the quotations may not reflect any actual market transactions in the common
stock.
Quarter Ended High Low
- --------------------------------------------------------------------------------
1999
----
June 30 $6.00 $5.94
Dividend Policy
To date, the Company has not paid dividends on its common stock. The
payment of dividends, if any, in the future is within the discretion of the
Company's Board and will depend upon the Company's earnings, its capital
requirements and financial condition, and other relevant factors. See
"Management's Discussion and Analysis or Plan of Operation." The Board does not
intend to declare any dividends in the foreseeable future, but instead intends
to retain all earnings, if any, for use in the Company's operations. Holders of
Record
At September 30, 1999, there were approximately 195 holders of record
of the Company's common stock. The number of holders of record was calculated by
reference to the Company's stock transfer agent's books. Issuance of Securities
On June 29, 1999, the Company completed the Acquisition wherein it
issued 12,725,000 shares of its common stock to the stockholders of OWOL
Marketing and OWOL Technologies following which the corporations became wholly
owned subsidiaries of One World. The common stock was issued under Rule 506 of
Regulation D and Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act"). The Company did not use an underwriter in connection with the
Acquisition.
All shares of common stock of the Company issued to the stockholders of
OWOL Marketing and OWOL Technologies are subject to a two-year lock-up agreement
and cannot be resold in less than two years without the Company's written
permission and in any event subject to Rule 144.
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<PAGE>
Item 6. Management's Discussion and Analysis or Plan of Operation.
The following discussion of the financial condition and results of
operations should be read in conjunction with the attached Financial Statements
and the related Notes included therein. This discussion contains forward-looking
statements that involve risks and uncertainties. Actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including, but not limited to, those set forth under
"Risk Factors" and elsewhere herein. The Acquisition was accounted as a
recapitalization of One World. The Company's June 30, 1999 consolidated
financial statements assumes the acquisition of One World by OWOL Marketing and
OWOL Technologies on November 12, 1998. Assets and liabilities of One World,
OWOL Marketing and OWOL Technologies are reported at their historical book
value. See Note 1 to the Company's Notes to Consolidated Financial Statements.
Overview
Since inception, the Company, has focused primarily on developing its
main product line of e-commerce sites, building the One World Community and
related software, building a high-performance, scaleable hardware
infrastructure, hiring capable personnel, developing its marketing plan,
developing technology and e-commerce solutions and raising capital.
Plan of Operation
The Company proposes to be a nationwide provider of consumer Internet
access, e-commerce solutions for businesses and Internet training for businesses
and individuals. The Company has also created the One World Online.com
Community, which includes a broad range of retail products, educational
information, 24-hour radio broadcasts, news and entertainment. The Company's
Internet access services are provided through a national network with
approximately 2,000 "Points of Presence" (local telephone numbers through which
subscribers can access the Internet) that cover approximately 92% of the U.S.
population. As a full solution Internet services company, One World is seeking
to take the $300+ billion Internet and e-commerce market to the masses by
offering a one stop source for Internet solutions such as: nationwide enhanced
Internet Service Provider (ISP) access; a virtual online community complete with
online shopping that includes over 225,000 products, Internet radio station,
library, arcade, and much more; web site creation and hosting; electronic
commerce solutions for mid-size and small businesses; and Internet marketing
training for businesses and individuals. One World is also seeking to redefine
the world of e-commerce through the collective power of uniting individuals with
relationship marketing and rewarding them with a dynamic new concept called
Community Dollars. As customers watch their Community Dollar account balance
grow and use their Community Dollars to purchase products from the One World
Online.com Community, they are expected to become more loyal to the value
offered by One World.
Liquidity and Capital Resources
Since inception, the Company has financed its operations primarily
through the private placement of its common stock. From inception through June
30, 1999, the Company generated $5,496,000 in net proceeds from financing
activities. The Company used net cash for operating activities of $1,791,000
from inception through June 30, 1999. As of June 30, 1999, the Company's
liabilities totaled $253,000, which included $15,000 in capital lease
obligation. The Company had working capital as of June 30, 1999 of $3,285,000.
The Company's capital requirements depend on numerous factors,
including market acceptance of the Company's web site, technical services,
online community, training programs and ISP service. Capital requirements also
depend on the amount of resources needed for its product development programs.
The Company is also highly dependent on its Internet Marketing Consultants
ability to market its products and services. The Company expects to experience a
substantial increase in its capital expenditures and operating expenses
consistent with the growth of its operations and staffing, and anticipates that
this will continue for the foreseeable future. There can be no assurance,
however, that the Company will continue to grow or that its products and
services will be accepted by the market place.
13
<PAGE>
As of June 30, 1999, the Company had not committed to spend any
material amounts on capital expenditures. The Company believes that existing
funds and anticipated sales will be sufficient to support the Company's
operations through December 31, 1999. The Company estimates that it will need to
raise at least an additional $3,000,000 in 2000 to fully execute its business
plan which includes continuing its focus as a seller of ISP access and services,
building the virtual One World Online.com Community, and developing and selling
web sites and related products and services. The Company has no material current
contractual arrangements with respect to additional financing and there can be
no assurance that additional financing will be available on commercially
reasonable terms or at all. Any inability to obtain additional financing will
have a material adverse effect on the Company, including possibly requiring the
Company to significantly curtail or cease its operations.
The Company may experience variations on a quarterly basis in its
results of operations, in response to a) the timing of Company sponsored
distributor events, b) new product introductions, c) the adverse effect of
Internet Marketing Consultants or the Company's failure, or allegations of their
failure, to comply with applicable government regulations, d) the negative
impact of changes in or interpretations of regulations that may limit or
restrict the sale of certain Company products, e) the operation of the network
marketing system, f) the recruiting and retention of Internet Marketing
Consultants, and g) consumer perceptions of the Company's products and
operations.
Year 2000
The Company uses computer networks and personal microprocessors that
have the potential for operational problems if they lack the ability to handle
the transition to the Year 2000. The Company has been aggressively proactive in
pursuing solutions for the Year 2000 problem. The Company has initiated
communications with its suppliers, dealers, distributors and other third parties
in order to assess and reduce the risk that the Company's operations could be
adversely affected by the failure of these third parties to adequately address
the Year 2000 issue.
The Company's principal computer systems (including the embedded
microprocessor systems) have been purchased since January, 1999 and the vendors
supplying such systems have generally represented that such systems are Year
2000 compliant. Some of the software utilized by the Company is standard "off
the shelf" software, typically available from a number of vendors. The Company
has verified with such software vendors that the services and products provided
are, or will be, Year 2000 compliant. In addition, the Company has certain
software that has been written specifically for use by the Company and the
suppliers of such software have warranted that it is Year 2000 compliant.
Subject to such verification, the Company believes that its computer systems and
software is Year 2000 compliant in all material respects. The Company estimates
that the cost to redevelop, replace or repair its technology that is not Year
2000 compliant will not be material. The Company is not using any independent
verification or validation procedures. There can be no assurance, however, that
its systems or programs are or will be Year 2000 compliant and that the failure
of those systems would not have a material adverse impact on the Company's
business and operations.
In connection with its business activities, the Company interacts with
customers, suppliers and financial service organizations who use computer
systems. The Company is verifying with those parties their state of Year 2000
readiness. Based on its assessment activity to date, the Company believes that a
majority of the customers, suppliers and financial service organizations with
whom it interacts are making acceptable progress toward Year 2000 readiness. The
Company currently believes that the most reasonable likely worst case scenario
is that there will be some localized disruptions of customer, supplier and/or
financial services that will affect the Company and its suppliers, and
distribution channels for a short time rather than systemic or long-term
problems affecting its business operations as a whole. In view of the foregoing,
the Company does not currently anticipate that it will experience a significant
disruption to its business as a result of the Year 2000 issue. However, there is
still uncertainty about the broader scope of the Year 2000 issue as it may
affect the Company and third parties that are critical to the Company's
operations. For example, lack of readiness by electrical and water utilities,
financial institutions, government agencies or other providers of general
infrastructure could pose significant impediments to the Company's ability to
carry on its normal operations in the area or areas so affected. The Company is
currently evaluating what contingency plans, if any, to make in the event the
Company or parties with whom the Company does business experience Year 2000
problems.
14
<PAGE>
The statements made herein about the costs expected to be associated
with the Year 2000 compliance and the results that the Company expects to
achieve, constitute forward-looking information. As noted above, there are many
uncertainties involved in the Year 2000 issue, including the extent to which the
Company will be able to successfully and adequately provide for contingencies
that may arise, as well as the broader scope of the Year 2000 issue as it may
affect third parties that are not controlled by the Company. Accordingly, the
costs and results of the Company's Year 2000 program and the extent of any
impact on the Company's operations could vary materially from those stated
herein.
Forward-Looking Statements
When used in this Form 10-KSB, in other filings by the Company with the
SEC, in the Company's press releases or other public or stockholder
communications, or in oral statements made with the approval of an authorized
executive officer of the Company, the words or phrases "would be," "will allow,"
"intends to," "will likely result," "are expected to," "will continue," "is
anticipated," "estimate," "project," or similar expressions are intended to
identify "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995.
The Company cautions readers not to place undue reliance on any
forward-looking statements, which speak only as of the date made, are based on
certain assumptions and expectations which may or may not be valid or actually
occur, and which involve various risks and uncertainties, including but not
limited to the risks set forth below. See "-Risk Factors." In addition, sales
and other revenues may not commence and/or continue as anticipated due to delays
or otherwise. As a result, the Company's actual results for future periods could
differ materially from those anticipated or projected.
Unless otherwise required by applicable law, the Company does not
undertake, and specifically disclaims any obligation, to update any
forward-looking statements to reflect occurrences, developments, unanticipated
events or circumstances after the date of such statement.
Risk Factors
The Company is subject to certain risk factors due to its development
stage status, the industry in which it competes and the nature of its
operations. These risks include the following.
Lack of Extensive Operating History. The Company's operations were only
recently begun and are subject to all risks inherent in the creation of a new
business and the development of new products and services, including the absence
of a history of significant operations and of proven products and services which
have been produced and sold over a significant period of time. The Company is
continuing to establish many functions which are necessary to conduct business,
including without limitation, managerial and administrative structure, marketing
activities, financial systems, computer systems, web development and personnel
recruitment. The Company has only limited operating history and sales revenues.
There can be no assurance that the Company will be able to achieve significant
levels of sales or profitability.
Contributions to Charity. The organizational structure of the Company
contemplates that the business activities of the Company will also benefit
various charitable organizations. This may be deemed a departure from most
business organizations which attempt to achieve profits without regard to
charitable giving. See "Business--Charitable Organizations." The profitability
of the Company, if any, will be reduced as a result of such charitable
arrangements.
Regulation and Legal Uncertainties. In the United States, the business
proposed by the Company is not currently subject to direct regulation other than
federal and state regulation applicable to businesses generally and multi-level
marketing. However, changes in the regulatory environment relating to the
telecommunications, Internet and media industries could have an effect on its
business, which effect may be materially adverse to the interests of the
Company. Additionally, legislative proposals from international, federal and
state governmental bodies in the areas of content regulation, intellectual
property, privacy rights and tax issues, could impose additional regulations and
obligations upon all online service and content providers, which effect may be
materially adverse to the interests of the Company. The Company cannot predict
the likelihood that any such legislation will pass, nor the financial impact, if
any, the resulting regulation may have on it.
15
<PAGE>
Moreover, the applicability to persons engaged in Internet commerce of
existing laws governing issues such as intellectual property ownership, libel
and personal privacy is uncertain. Recent events relating to the use of online
services for certain activities has increased public focus and could lead to
increased pressure on legislatures to impose regulations on online service
providers. The law relating to the liability of entities conducting business
over the Internet for information carried on, or disseminated through, their
systems is currently unsettled and has been the subject of several recent
private lawsuits. While the Company intends to provide only content which meets
the highest standards in quality, creativity and ethical values, should similar
actions be initiated against it, costs incurred as a result of such actions
could have a material adverse effect on the business of the Company.
In addition to the foregoing, the regulation of network marketing
companies is a complexity of overlapping laws which vary from jurisdiction to
jurisdiction. Network sales programs are affected by combinations of business
opportunity, franchise, securities, anti-pyramid, network distribution, and
state lottery statutes, as well as U.S. Post Office, lottery and Federal Trade
Commission fraud regulations, among others. Failure to comply with the laws of
any jurisdiction can result in the loss of the Company's ability to operate
therein for indefinite periods of time and could possibly affect its ability to
operate in other jurisdictions as well. Any limitation on the Company's ability
to operate in a jurisdiction could have a material and adverse effect on the
Company.
Reliance on Key Personnel. The success of the Company depends in part
upon the performance of its executive officers and other key employees. The loss
of the services of one or more of its key personnel could have a material
adverse effect on the Company. The Company does not have employment agreements
with any of its key employees. Competition for such personnel is intense in the
Internet industry, and there can be no assurance that the Company will be
successful in attracting and retaining such personnel. The Company's success
will depend on its continued ability to attract and retain highly skilled and
qualified personnel.
Developing Market; New Entrants; Unproven Acceptance of the Products;
Uncertain Adoption of Internet as a Medium of Commerce and Communications. The
market for Internet programs and services has only recently begun to develop and
is rapidly evolving. The Internet is characterized by an increasing number of
market entrants who have introduced or developed products and services for
communication and commerce over the Internet and private IP networks. As is
typical in the case of a new and rapidly evolving industry, demand and market
acceptance for recently introduced products and services are subject to a high
level of uncertainty. Critical issues concerning the commercial use of the
Internet (including security, reliability, cost, ease of use and access, and
quality of service) remain unresolved and may impact the growth of Internet use.
While the Company believes that its products and services offer significant
advantages for commerce over the Internet, there can be no assurance that its
products for commerce over the Internet will become widely chosen for access on
the Internet or that, if chosen, will hold the attention of users in order to
allow it to attract users.
Because the market for the Company's proposed business, products and
services is new and evolving, it is difficult to predict the future growth rate,
if any, and size of this market. There can be no assurance that the market for
its products and services will develop, that the Company's products or services
will be adopted, or that individual personal computer users in business or at
home will use the Internet for commerce and communication. If the market fails
to develop, develops more slowly than expected, becomes saturated with
competitors, or if its products do not achieve market acceptance, its business,
operating results and financial condition will be materially adversely affected.
Competition. The market for Internet-based commerce, products and
services is new, intensely competitive, rapidly evolving and subject to rapid
technological change. The Company expects competition to persist, intensify and
increase in the future. Almost all of the Company's potential competitors have
longer operating histories, greater name recognition, larger installed customer
bases and significantly greater financial, technical and marketing resources
than the Company. Such competition could materially adversely affect the
16
<PAGE>
Company's business, operating results or financial condition. The Company's
current and potential competitors include many large and well recognized
corporations. The Company may face intense competition from other companies
directly involved in the same business and also from many other companies
offering products which can be used in lieu of those offered by the Company.
Many of these companies in related businesses are substantially larger and have
more capital and other resources than the Company. Competition can take many
forms, including convenience in obtaining products, service, marketing and
distribution channels. There can be no assurance that the company will be able
to compete successfully against current or future competitors or that
competitive pressures faced by the Company will not materially adversely affect
the Company's business, operating results or financial condition.
New Product Development, Rapid Technological Change and Obsolescence;
Lack of Intellectual Property Protection. Substantially all of the Company's
future revenues are expected to be derived from multi-level marketing,
e-commerce, and related web revenues. Accordingly, broad acceptance of the
Company's products and services by customers is critical to the Company's future
success, as is the Company's ability to design, develop, test and support
enhancements on a timely basis that meet changing customer needs and respond to
technological developments and emerging industry standards. There can be no
assurance that the Company will be successful in developing and marketing new
enhancements that meet changing customer needs and respond to such technological
changes or evolving industry standards. The Company's current products are
designed around certain standards, including current and future sales of the
Company's products and Online services, which will be dependent, in part, on
industry acceptance of such standards.
Internet services and multimedia technology has been characterized by
rapid technological advances resulting in short product life cycles, rapid price
reductions, significant price/performance improvements and frequent product
introductions. Accordingly, there can be no assurance that one or more of the
Company's products will not be rendered uncompetitive or obsolete by
technological advances or changing customer preferences. These factors may also
limit the Company's ability to recover its investment in its product lines. The
Company will be required to continue to invest in research and development in
order to strive to maintain and enhance its existing technologies and/or
services. The Company relies on trade secret protection for its products and
considers such products proprietary and believes that any competitor would need
to invest a substantial amount of time and financial resources to offer products
similar to those offered by the Company. However, the Company does not possess
any patent or other intellectual property rights which would limit competition
against it and there are few barriers to entry into the market for the Company's
products. There can be no assurance, therefore, that any of the Company's
competitors, many of whom have far greater resources than the Company, will not
independently develop technologies that are substantially equivalent or superior
to the Company's technology. Furthermore, the Company may be involved in
litigation to determine the enforceability, scope and validity of any
proprietary rights. Any such litigation could result in substantial costs to the
Company and diversion of efforts by the Company's management and technical
personnel.
Limited Capital/Need for Additional Capital. The Company has limited
operating capital with which to engage in its business. The Company does not
have sufficient capital to conduct its business operations after December 1999
without additional fundraising. The Company has no commitments for additional
cash funding. If the Company seeks new equity investors in order to raise
additional capital, it will dilute the ownership of the Company's stockholders,
including persons who purchase shares in the market, and such dilution could be
significant. In addition, there can be no assurance that additional capital will
be available, or if available, that it will be on terms that are favorable to
the Company.
Dependence on Independent Retail Sales Representatives. The Company's
success depends in significant part upon its ability to attract, maintain, and
motivate a large base of Independent Retail Sales Representatives who are
designated as Internet Marketing Consultants ("IMCs"), and who act as
independent contractors. Any significant turnover among IMCs requires the
sponsoring of new IMCs by existing IMCs in order to maintain or increase the
overall IMC sales force. The Company's ability to attract IMCs could be
negatively affected by adverse publicity relating to the network marketing
industry, the Company products, or its operations, as well as competition with
other network marketing companies who may recruit IMCs. The Company does not pay
17
<PAGE>
any commissions or fees for recruiting IMCs. It only pays commissions on product
sales. Because of the number of factors that impact the recruiting of IMCs, the
Company cannot predict when or to what extend such increases or decreases in the
level of IMC retention will occur.
Anti-Takeover Provisions. The Articles of Incorporation of the Company
contain certain provisions which could be an impediment to a non-negotiated
change in control of the Company, namely an ability, without stockholder
approval, to issue up to 1,000,000 shares of preferred stock with rights and
preferences determined by the Board. These provisions could impede a
non-negotiated change in control and thereby prevent stockholders from obtaining
a premium for their common stock.
Securities Eligible for Public Trading. Of the 15,475,000 shares of the
Company's issued and outstanding common stock, 2,750,000 shares will be freely
tradeable or eligible for resale in the near future under Rule 144 promulgated
pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Sales
of substantial amounts of this common stock in the public market, if such a
market develops, could adversely affect the market price of the common stock.
No Dividends. The Company does not currently intend to pay cash
dividends on its common stock and does not anticipate paying such dividends at
any time in the foreseeable future. At present, the Company will follow a policy
of retaining all of its earnings, if any, to finance the development and
expansion of its business.
Limited Liability of Management. The Company's Articles of
Incorporation limit the liability of its Officers and Directors and provisions
in its bylaws which provide for indemnification by the Company of its Officers
and Directors to the full extent permitted by Nevada corporate law. The
Company's Articles of Incorporation generally provide that its directors and
officers shall have no personal liability to the Company or its stockholders for
monetary damages for breaches of their fiduciary duties as directors, except for
breaches of their duties of loyalty, acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, acts involving
unlawful payment of dividends or unlawful stock purchases or redemptions, or any
transaction from which a director derives an improper personal benefit. Such
provisions substantially limit the stockholders' ability to hold directors
liable for breaches of fiduciary duty.
Potential Issuance of Additional Common and Preferred Stock. The
Company is authorized to issue up to 100,000,000 shares of common stock. To the
extent of such authorization, the Board of the Company will have the ability,
without seeking stockholder approval, to issue additional shares of common stock
in the future for such consideration as the Board may consider sufficient. The
issuance of additional common stock in the future will reduce the proportionate
ownership and voting power of the common stock offered hereby. The Company is
also authorized to issue up to 1,000,000 shares of preferred stock, the rights
and preferences of which may be designated in series by the Board. To the extent
of such authorization, such designations may be made without stockholder
approval. The designation and issuance of series of preferred stock in the
future would create additional securities which may have voting, dividend,
liquidation preferences or other rights that are superior to those of the common
stock, which could effectively deter any takeover attempt of the Company.
No Assurance of a Liquid Public Market for Securities. The Company's
shares of common stock are eligible for quotation on the OTC Electronic Bulletin
Board, but a market in the Company's stock has only recently developed. There
can be no assurance that a regular and established market will be developed and
maintained for the securities. There can also be no assurance as to the depth or
liquidity of any market for the common stock or the prices at which holders may
be able to sell the shares.
Volatility of Stock Prices. Market prices for the Company's common
stock will be influenced by many factors and will be subject to significant
fluctuations in response to variations in operating results of the Company and
other factors such as investor perceptions of the Company, supply and demand,
interest rates, general economic conditions and those specific to the industry,
developments with regard to the Company's activities, future financial condition
and management. There can be no assurance regarding the future prices at which
the Company's common stock will trade, if any.
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<PAGE>
Applicability of Low Priced Stock Risk Disclosure Requirements. The
common stock of the Company may be considered a low priced security under rules
promulgated under the Exchange Act. Under these rules, broker-dealers
participating in transactions in low priced securities must first deliver a risk
disclosure document which describes the risks associated with such stocks, the
broker-dealer's duties, the customer's rights and remedies, and certain market
and other information, and make a suitability determination approving the
customer for low priced stock transactions based on the customer's financial
situation, investment experience and objectives. Broker-dealers must also
disclose these restrictions in writing to the customer, obtain specific written
consent of the customer, and provide monthly account statements to the customer.
With all these restrictions, the likely effect of designation as a low priced
stock will be to decrease the willingness of broker-dealers to make a market for
the stock, to decrease the liquidity of the stock and to increase the
transaction cost of sales and purchases of such stock compared to other
securities.
Item 7. Financial Statements.
See attached financial statements.
Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure.
Not applicable.
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<PAGE>
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange Act.
Set forth below is certain information concerning each of the directors
and executive officers of the Company as of September 30, 1999.
<TABLE>
<CAPTION>
Name Age Position With the Company Since
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
One World
Kelly M. Thayer 41 Chairman of the Board 1999
Jeff Martin 52 Director and Chief Operating Officer 1999
David N. Nemelka 35 Director, President and CEO 1999
Paul D. Korth 35 Secretary/Treasurer 1999
OWO
Wayne Holbrook 44 Director, President 1998
B. Ray Zoll 52 Director, Executive Vice President and 1999
Corporate Counsel
David N. Nemelka 35 Director, Secretary and Treasurer 1999
OWOL Technologies
David N. Nemelka 35 Director 1996
Jeff Martin 52 Director and President 1999
Joseph M. Udall 34 Director, Vice President, Secretary, Treasurer 1999
and Corporate Counsel
Robert Wright 40 Chief Technical Officer 1998
- ---------------
</TABLE>
Kelly M. Thayer. Mr. Thayer has been with One World since 1999. He is
the Chairman of the Board and co-founder of One World. He has eighteen years
experience in managing, marketing and consulting work involving public and
privately-held businesses. He was founder and CEO of Clear Image, Inc.
(1980-1997) a marketing company with over 100 employees in offices in both Los
Angeles and Utah. In his eighteen years with Clear Image he worked with over 200
companies and produced over 700 films and videos for companies such as Matol,
Delta Airlines, Herbalife International and Tupperware. In 1995 he began a
partnership with the company Net Profit as one of the first companies to market
and develop web sites on the Internet. Mr. Thayer holds no other directorships
in reporting companies.
David N. Nemelka. Mr. Nemelka has been with One World since 1999. He is
the CEO, Director and co-founder of One World, a Director of OWOL Technologies
and a Director, Secretary and Treasurer of OWOL Marketing. He brings six years
of marketing and finance experience with both private and public companies. He
was founder and President of McKinley Capital, a successful financial consulting
company from 1994 to the present. He worked in Brand Management for Proctor and
Gamble (1993-1994) where he developed the marketing plan for a budgeted $20
million new product launch. Other than his service as a director of Capital
Growth, a company with no operations, Mr. Nemelka holds no other directorships
in reporting companies. Mr. Nemelka received his B.S. in business finance from
Brigham Young University and his MBA from the Wharton Business School at the
University of Pennsylvania.
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<PAGE>
Jeff Martin. Mr. Martin has been with One World since 1999. He is the
Chief Operating Officer and a Director of One World and a Director and President
of OWOL Technologies and serves as Director of Community Development. He has a
proven track record in developing and growing businesses. He has served on the
Board of Directors and as Purchasing Chairman for I.S.I. International,. a $13
billion marketing and buying group. Prior to I.S.I. International, he served as
President of his own company which was voted one of the ten best in that
industry of over 17,000 businesses in 1990. He has served on several National
Advisory Board Councils for companies such as 3M, McKesson, Champion, and Globe
International. Mr. Martin currently holds no directorships in any other
reporting companies.
Paul D. Korth. Mr. Korth has been with One World since 1999. He is the
Secretary/Treasurer and Controller of One World. He is a CPA and has significant
public and private accounting experience. From March, 1998 until May, 1999 he
worked as a controller at Komatsu Equipment Company where he was responsible for
all areas of financial reporting. Prior to working at Komatsu, he worked in
public accounting with a variety of companies, both public and private. From
January 1997 until March 1998 he was a Senior Accountant at Deloitte & Touche,
LLP and managed all phases of audits. From September 1994 until December 1996 he
worked at Price Waterhouse LLP. Mr. Korth holds no other directorships in
reporting companies. Mr. Korth received his MBA, with an accounting emphasis,
from Arizona State University in May of 1994 where he was on the Dean's list,
and his BS, Business Management - Finance degree from Brigham Young University
in August of 1989.
Wayne Holbrook. Mr. Holbrook has been with the Company since 1998. He
is a Director and President of OWOL Marketing has ten years experience in the
network marketing industry both in the field and as an executive in a public
company. From 1996 to 1998 he served as executive vice president of Global
Connections where he managed the information systems, customer service,
marketing and fulfillment. While at Global Connections he helped launch the Golf
Connections concept and he was instrumental in the development of the corporate
Internet strategy. From 1993-1995 he was a distributor for Quorum International
where he became the top producer in Europe with a sales organization of 47,000
distributors. From 1988 to 1993 he was a distributor at National Safety
Associates where he built a 35,000 person organization and reached the highest
level in the compensation structure within seven months. Mr. Holbrook holds no
directorships in reporting companies.
B. Ray Zoll, Mr. Zoll has been with the Company since 1999. He is a
Director, Executive Vice President and Corporate Counsel of OWOL Marketing, has
been a practicing attorney for the past twenty years focusing on litigation,
real estate and business law. In 1997 he co-founded and served as Chairman of
World Connections a successful web development and e-commerce company which was
sold in 1999. He has also been involved in network marketing since 1989 and has
built a highly profitable network of over 15,000 distributors for NuSkin
International. Mr. Zoll holds no directorships in reporting companies.
Joseph M. Udall., Mr. Udall has been with the Company since 1999.
Director, Secretary/Treasurer, Vice President and Corporate Counsel of OWOL
Technologies brings significant experience working with technology companies. He
has been a practicing attorney for the past six years focusing on corporate and
software licensing law. From May 1998 to May 1999 he worked with Udall,
Zachreson & Smith, P.L.C. specializing on general business law and software
licensing. From March 1995 to April 1998 he worked at Osborn Maledon, P.A. where
he was a partner representing various technology companies in the software and
Internet business. Prior to Osborn Maledon he was an associate at Meyer,
Hendricks, Victor, Osborn & Maledon, P.A. from September 1993 to April 1995. Mr.
Udall holds no directorships in reporting companies. Mr. Udall graduated
Valedictorian, summa cum laude from the Arizona State University College of Law
in 1992 and B.A. magna cum laude in Economics from Brigham Young University in
1989.
Robert Wright Mr. Wright has been with the Company since 1998. He is
the Chief Technical Officer for OWOL Technologies and has been involved with the
Internet since its inception. His background in electronic publishing and
e-commerce include projects for companies such as Novell, Corel, Word Perfect,
Meckler Media and other Fortune 500 companies. He was the founding Director of
New Media Development for Word Perfect's publishing division and has been a
featured speaker at Internet World. He also worked at Novell included the
creation and development of dynamic database publishing tools. He is the
inventor of the IVY Binder, an electronic publishing and content management
tool. Mr. Wright worked as a consultant in his own web site and CD-Rom
development company, Wright Electronic Publishing, from December 1996 to October
1998. He was the director of New Media Development at
WordPerfect/Novel/Corel/Ivy International from March 1993 to December 1996. Mr.
Wright holds no directorships in reporting companies.
21
<PAGE>
All directors are elected annually at the stockholders meeting.
Family Relationships
David N. Nemelka, the CEO, Director and co-founder of One World, a
Director of OWOL Technologies and a Director, Secretary and Treasurer of OWOL
Marketing is the brother-in-law of Joseph M. Udall, the Director,
Secretary/Treasurer, Vice President and Corporate Counsel of OWOL Technologies.
Involvement in Certain Legal Proceedings
The executive officers and directors of the Company have not been
involved in any material legal proceedings which occurred within the last five
years of any type as described in Regulation S-K.
Item 10. Executive Compensation.
The tables below set forth certain information concerning compensation
paid by the Company to its Chief Executive Officer and all other executive
officers with annual compensation in excess of $100,000 (determined for the
period ended June 30, 1999) (the "Named Executive Officers"). The tables include
information related to stock options granted to the Named Executive Officers.
Summary Compensation Table. The following table provides certain
information regarding compensation paid by the Company to the Named Executive
Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards
------------------- -----------------------------
Securities
Other Annual Restricted Underlying LTIP All Other
Name and Principal Position Year Salary($) Bonus($) Compensation($) Stock Awards($) Options/SARs(#) Payouts($) Compensation($)
- ---------------------------- ---- --------- -------- --------------- --------------- --------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
David N. Nemelka (1) 1999 -- -- -- -- -- -- --
Brenda M. Hall (2) 1998 -- -- -- -- -- -- --
- ---------------
</TABLE>
(1) Mr. Nemelka replaced Ms. Hall as the Company's Chief Executive Officer in
June 1999. During the period reported, Mr. Nemelka was working for the
Company on a part time basis and did not received or accrue any salary or
bonus.
(2) For the period from inception (November 12, 1998 for financial accounting
purposes) through June 1999 when the Acquisition was completed and Ms. Hall
resigned.
Compensation of Directors
All of One World's directors are employees of the Company. No cash fees
or other consideration was paid to employee directors of the Company by the
Company for service on the Board during the period ended June 30, 1999. The
Company expects that there will be no compensation for the services of employee
directors during fiscal 2000. The Company has made no other agreements regarding
compensation of non-employee directors. All directors are entitled to
reimbursement for reasonable expenses incurred in the performance of their
duties as Board members.
22
<PAGE>
Employment Agreements
Executive officers of the Company are elected by the Board on an annual
basis and serve at the discretion of the Board. As of September 30, 1999, the
Company did not have employment agreements in place with any of its executive
officers. The Company expects, however, that it will enter into employment
agreements with at least some of its executive officers by November 15, 1999. At
present, Mr. Nemelka is working for the Company on a full time basis as the CEO,
Director and co-founder of One World, a Director of OWOL Technologies and a
Director, Secretary and Treasurer of OWOL Marketing for no salary.
Indemnification for Securities Act Liabilities
The General Corporation Law of Nevada limits the liability of officers
and directors for breach of fiduciary duty except in certain specified
circumstances, and also empowers the Company to indemnify officers, directors,
employees and others from liability in certain circumstances such as where the
person successfully defended himself on the merits or acted in good faith in a
manner reasonably believed to be in the best interests of the corporation.
The Company's articles of incorporation, with certain exceptions, will
eliminate any personal liability of a director or officer to the Company or its
stockholders for monetary damages for the breach of such person's fiduciary
duty, and, therefore, an officer or director cannot be held liable for damages
to the Company or its stockholders for gross negligence or lack of due care in
carrying out his (or her) fiduciary duties as a Director except in certain
specified instances. The Company may also adopt bylaws which provide for
indemnification to the full extent permitted under law which includes all
liability, damages and costs or expenses arising from or in connection with
service for, employment by, or other affiliation with the Company to the maximum
extent and under all circumstances permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
Stock Options
In June 1999, the Company adopted its Stock Option Plan (the "Plan").
The Plan allows for the Board to grant options to purchase up to 4,000,000
shares of common stock to the Company's key employees, officers, directors,
consultants, and other agents and advisors. Awards under the Plan will consist
of stock options (both non-qualified options and options intended to qualify as
"Incentive Stock Options" under Section 422 of the Internal Revenue Code of
1986, as amended).
The Plan is administered by the Board which will determine the persons
to whom awards will be granted, the number of awards to be granted and the
specific terms of each grant, including the vesting thereof, subject to the
provisions of the Plan.
In connection with qualified stock options, the exercise price of each
option may not be less than 100% of the fair market value of the common stock on
the date of grant (or 110% of the fair market value in the case of a grantee
holding more than 10% of the outstanding stock of the Company). The aggregate
fair market value of shares for which qualified stock options are exercisable
for the first time by such employee (10% stockholder) during any calendar year
may not exceed $100,000. Non-qualified stock options granted under the Plan may
be granted at a price determined by the Board, not to be less than the fair
market value of the common stock on the date of grant.
The Plan may also contain certain change in control provisions which
could cause options and other awards to become immediately exercisable and
restrictions and deferral limitations applicable to other awards to lapse in the
event any "person," as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, including a "group" as defined in Section
13(d), but excluding certain stockholders of the Company, became the beneficial
owners of more than 25% of the Company's outstanding shares of common stock.
As part of the Acquisition, the Company also agreed to exchange options
to acquire 3,879,500 shares of common stock at exercise prices between $1 and $2
per share.
23
<PAGE>
Compensation Committee Interlocks and Insider Participation
Kelly M. Thayer and David N. Nemelka constitute the Compensation
Committee for the Company.
Item 11. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth certain information with respect to the
beneficial ownership of the common stock of the Company as of September 30,
1999, for: (i) each person who is known by the Company to beneficially own more
than five percent of the Company's common stock, (ii) each of the Company's
directors, (iii) each of the Company's Named Executive Officers (defined below),
and (iv) all directors and executive officers as a group. As of September 30,
1999, the Company had 15,475,000 shares of common stock outstanding.
<TABLE>
<CAPTION>
Name and Address of Beneficial Owner(1) Shares Beneficially Owned(2) Percentage of Total(2) Position
- --------------------------------------- ---------------------------- ---------------------- ------------------------------------
<S> <C> <C> <C>
Kelly M. Thayer (3) 2,500,000 16.2% Chairman of the Board
Jeff Martin (4) 220,000 1.4% Director and Chief Operating Officer
David N. Nemelka (5) 2,550,000 16.5% President, Director and CEO
Directors and Executive Officers
as a group (3 persons) 5,270,000 33.9%
Bateman Dynasty, LC (6)
55 West 200 North
Provo, Utah 84601 938,156 6.1%
David R. Nemelka (7)
1310 East 1600 South
Mapleton, Utah 84664 2,767,500 17.9%
* Less than 1%.
- ---------------
</TABLE>
(1) Except where otherwise indicated, the address of the beneficial owner is
deemed to be the same address as the Company.
(2) Beneficial ownership is determined in accordance with SEC rules and
generally includes holding voting and investment power with respect to the
securities. Shares of common stock subject to options or warrants currently
exercisable, or exercisable within 60 days, are deemed outstanding for
computing the percentage of the total number of shares beneficially owned
by the designated person, but are not deemed outstanding for computing the
percentage for any other person.
(3) Includes 500,000 shares that are owned by Mr. Thayer's wife and 2,000,000
of the 4,000,000 shares that are owned by D.K. Enterprises, LLC, a Utah
limited liability company ("DKE") which is owned one-half by Mr. Thayer and
one-half by David N. Nemelka. DKE is obligated to contribute 1,000,000
shares to One World Online Charitable Foundation on or before December 31,
1999. In addition, the balance of the 3,000,000 shares owned by DKE are
subject to an agreement whereby 750,000 shares shall be distributed to Mr.
Thayer and 750,000 shares shall be distributed to David N. Nemelka on June
1, 2000, subject to them remaining as either an officer or director of the
Company, and the balance of the shares to be distributed in like manner on
June 1, 2001, subject to the same condition.
(4) Includes 150,000 shares and options to acquire 70,000 shares of common
stock at $1.00 per share that expire in 2006. Does not include options to
acquire 280,000 shares of common stock that vest over the next two and one
half years.
24
<PAGE>
(5) Includes 50,000 shares held by Tradeco Corp. for Mr. Nemelka and 500,000
shares that are owned by Mr. Nemelka's wife. Also includes 2,000,000 shares
that are owned by DKE, as described in note 3 above. Does not include any
shares for which Mr. Nemelka disclaims beneficial ownership that are held
by Bateman Dynasty, LC, as described in note 6 below.
(6) These shares are owned by Bateman Dynasty, LC, a private limited liability
company owned by the Bateman Dynasty Trust, of which Brenda M. Hall is the
trustee. Lynn Bateman, the father-in-law of David N. Nemelka, is the sole
manager of the LLC which is deemed to have sole voting and dispositive
powers with respect to these shares. Lynn Bateman also is deemed to
beneficially own an additional 35,000 shares. The children of David N.
Nemelka are the beneficiaries of the Trust.
(7) Includes 267,500 shares that are owned by Mr. Nemelka's wife and children.
Mr. Nemelka has agreed to contribute the 2,500,000 shares held in his name
to certain charities on or before December 31, 1999. See
"Business--Charitable Contributions".
Item 12. Certain Relationships and Related Transactions.
On June 10, 1998, the Board effectuated a reverse split on a basis of 1
for 243, while retaining the authorized shares at 100,000,000 and the par value
at $0.001. Additionally, on June 10, 1998, the Company issued 1,000,000
post-split shares of its "unregistered" and "restricted" common stock to the
appointed Director and President, Brenda M. Hall, in consideration of the sum of
$20,000 cash, effectively passing control (87%) to the new officer.
During the end of August, 1998, the Company issued 1,000,000 shares of
common stock at $.025 per share in a private offering to five individuals for
proceeds of $25,000. Four of the individuals were unrelated to the Company. The
fifth individual, Brenda M. Hall, the Company's sole director and officer bought
250,000 shares of the private offering.
On October 1, 1998, the Company issued 100,000 common shares to an
attorney pursuant to a "Consultant Compensation Agreement No. 1". The shares
were registered on Form S-8 with the Securities and Exchange Commission on
October 2, 1998.
David N. Nemelka was the person primarily responsible for locating the
Company as a vehicle to be used in a merger or acquisition transaction and was
instrumental in negotiating a change of control of the Company in June 1998, and
causing Brenda M. Hall to become the sole officer, director and principal
stockholder of the Company. Mr. Nemelka was the person primarily responsible for
negotiating the terms of the Acquisition. Brenda M. Hall, the Company's sole
officer and director and a principal stockholder immediately prior to the
acquisition, did not have an active role in locating OWOL Marketing or OWOL
Technologies or in negotiating the terms and conditions of the Acquisition but
has relied on the efforts of David N. Nemelka. In addition, prior to the
Acquisition Ms. Hall had also worked full-time for approximately three years as
an independent contractor for David N. Nemelka, providing accounting, financial,
clerical and related services through a company controlled by her, Dassity, Inc.
These terms could be deemed to have been negotiated on behalf of the Company
without arms-length bargaining and with conflicts of interest because of Mr.
Nemelka's role with the Company and as an officer, director and stockholder of
OWOL Marketing and OWOL Technologies.
Item 13. Exhibits and Reports on Form 8-K.
Exhibits
Listed on page 28 hereof.
Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the quarter
ended June 30, 1999.
25
<PAGE>
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ONEWORLD ONLINE.COM, INC.
(Registrant)
Date: October 12, 1999 By: /s/ David N. Nemelka
------------------------
David N. Nemelka
President, Chief Executive Officer and
Director
In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ David N. Nemelka President, Chief Executive October 12, 1999
- --------------------
David N. Nemelka Officer and Director (Principal
Executive Officer)
/s/ Kelly M. Thayer Chairman of the Board October 12, 1999
- --------------------
Kelly M. Thayer
/s/ Paul D. Korth Comptroller (Principal October 12, 1999
- --------------------
Paul D. Korth Financial and Accounting Officer)
26
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
2.1 Agreement and Plan of Reorganization Between the Company and OWOL
Marketing (Schedules are omitted) (Incorporated by referenced to
Exhibit 2.1 of the Company's Current Report on Form 8-K, dated June
29, 1999)
2.2 Agreement and Plan of Reorganization Between the Company and OWOL
Technologies (Schedules are omitted) (Incorporated by referenced to
Exhibit 2.2 of the Company's Current Report on Form 8-K, dated June
29, 1999)
3(i).1 Articles of Incorporation of One World
3(i).2 Articles of Amendment to Articles of Incorporation of One World
(Incorporated by referenced to Exhibit 3(i).1 of the Company's
Current Report on Form 8-K, dated June 29, 1999)
3(i).3 Articles of Incorporation of OWOL Marketing
3(i).4 Articles of Incorporation of OWOL Technologies
3(i).5 Articles of Amendment to the Articles of Incorporation of OWOL
Technologies
3(ii).1 Bylaws of One World
3(ii).2 Bylaws of OWOL Marketing
3(ii).3 Bylaws of OWOL Technologies
21.1 Schedule of Subsidiaries
27.1 Financial Data Schedule
27
<PAGE>
ONE WORLD ONLINE.COM, INC.
Consolidated Financial Statements
June 30, 1999
<PAGE>
ONE WORLD ONLINE.COM, INC.
Index to Consolidated Financial Statements
- --------------------------------------------------------------------------------
Page
----
Independent Auditors' Report F-2
Consolidated balance sheet F-3
Consolidated statement of operations F-4
Consolidated statement of stockholders' equity F-5
Consolidated statement of cash flows F-6
Notes to consolidated financial statements F-7
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
and Stockholders of
One World Online.com, Inc.
We have audited the accompanying consolidated balance sheet of One World
Online.com, Inc., and subsidiaries as of June 30, 1999 and the related
consolidated statements of operations, stockholders' equity and cash flows for
the period November 12, 1998 (date of inception) to June 30, 1999. 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.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 One World
Online.com, Inc. and subsidiaries as of June 30, 1999 and the results of their
operations and their cash flows for the period November 12, 1998 (date of
inception) to June 30, 1999, in conformity with generally accepted accounting
principles.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 3 to the
consolidated financial statements, the Company has incurred a loss. This
condition raises substantial doubt about its ability to continue as a going
concern. Management's plans regarding those matters also are described in Note
3. The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Salt Lake City, Utah
September 20, 1999
F-2
<PAGE>
ONE WORLD ONLINE.COM, INC.
Consolidated Balance Sheet
June 30, 1999
- --------------------------------------------------------------------------------
Assets
------
Current assets:
Cash $ 3,259,000
Inventory 252,000
Prepaid expenses 17,000
------------------
Total current assets 3,528,000
Property and equipment, net 478,000
Other assets 151,000
------------------
Total assets $ 4,157,000
------------------
- -------------------------------------------------------------------------------
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 112,000
Accrued liabilities 126,000
Current portion of capital lease obligation 5,000
------------------
Total current liabilities 243,000
------------------
Capital lease obligation 10,000
------------------
Commitments -
Stockholders' equity:
Preferred stock, $.001 par value, 1,000,000 shares
authorized, no shares issued or outstanding -
Common stock, $.001 par value, 100,000,000 shares
authorized, 15,475,000 shares issued and outstanding 15,000
Additional paid-in capital 5,558,000
Accumulated deficit (1,669,000)
------------------
Total stockholders' equity 3,904,000
------------------
Total liabilities and stockholders' equity $ 4,157,000
------------------
- -------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
ONE WORLD ONLINE.COM, INC.
Consolidated Statement of Operations
November 12, 1998 (Date of Inception) to June 30, 1999
- --------------------------------------------------------------------------------
Sales $ 460,000
------------------
Costs and expenses:
Cost of sales 387,000
General and administrative expenses 1,786,000
------------------
2,173,000
------------------
Loss from operations (1,713,000)
------------------
Other income:
Interest income 36,000
Other 8,000
------------------
44,000
------------------
Loss before income taxes (1,669,000)
Income tax benefit -
------------------
Net loss $ (1,669,000)
------------------
Loss per share - basic and diluted $ (.26)
------------------
Weighted average shares - basic and diluted 6,400,000
------------------
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
ONE WORLD ONLINE.COM, INC.
ONE WORLD ONLINE.COM, INC.
Consolidated Statement of Stockholders' Equity
November 12, 1998 (Date of Inception) to June 30, 1999
- -------------------------------------------------------------------------------------------------------------------
Preferred Stock Common Stock Additional
------------------------------------------------- Paid-In Accumulated
Shares Amount Shares Amount Capital Deficit Total
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at November 12, 1998
(date of inception) - $ - - $ - $ - $ - $ -
Issuance of common stock for:
Cash - - 12,700,000 12,000 5,549,000 - 5,561,000
Property and equipment - - 25,000 - - - -
Issuance of common stock:
Options - - - - 12,000 - 12,000
Acquisition of Medizone
(see note 1) - - 2,750,000 3,000 (3,000) - -
Net loss - - - - - (1,669,000) (1,669,000)
----------------------------------------------------------------------------------------------
Balance at June 30, 1999 - $ - 15,475,000 $ 15,000 $ 5,558,000 $ (1,669,000) $ 3,904,000
----------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
ONE WORLD ONLINE.COM, INC.
Consolidated Statement of Cash Flows
November 12, 1998 (Date of Inception) to June 30, 1999
- --------------------------------------------------------------------------------
Cash flows from operating activities:
Net loss $ (1,669,000)
Adjustments to reconcile net loss to
net cash used in operating activities:
Depreciation and amortization 48,000
Stock option compensation expense 12,000
Increase in:
Inventory (252,000)
Prepaid expenses (17,000)
Other assets (151,000)
Increase in:
Accounts payable 112,000
Accrued liabilities 126,000
-------------
Net cash used in
operating activities 1,791,000
-------------
Cash flows from investing activities-
purchase of property and equipment (446,000)
-------------
Cash flows from financing activities:
Principal payments on note payable (63,000)
Principal payments on capital lease obligation (2,000)
Issuance of common stock 5,561,000
-------------
Net cash provided by
financing activities 5,496,000
-------------
Net increase in cash 3,259,000
Cash, beginning of period -
-------------
Cash, end of period $ 3,259,000
-------------
- --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
F-6
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated financial statements
June 30, 1999
- --------------------------------------------------------------------------------
1. Presentation and Organization
On June 29, 1999, One World Online.com, Inc. (formerly Medizone Canada Limited)
(OWO.com) purchased One World Online Incorporated (OWO) and I Ventures, Inc.
(IVI) (the Acquirees) (collectively the Company). The terms of the agreement
provided that the Aquirees will be wholly-owned subsidiaries of OWO.com, and the
stockholders of the Acquirees received 12,725,000 shares of OWO.com common
stock.
The consolidated financial statements at June 30, 1999 assumes the acquisition
of OWO.com by the Acquirees occurred November 12, 1998 (date of inception).
Because the shares issued in the acquisition of the Acquirees represent control
of the total shares of OWO.com's common stock issued and outstanding immediately
following the acquisition, the Acquirees are deemed for financial reporting
purposes to have acquired OWO.com in a reverse acquisition. The business
combination has been accounted for as a recapitalization of OWO.com giving
effect to the acquisition of 100% of the outstanding common shares of the
Acquirees. The surviving entity reflects the assets and liabilities of OWO.com
and the Acquirees at their historical book value. The issued common stock is
that of OWO.com and the accumulated deficit and the statement of operations is
that of the Acquirees from November 12, 1998 (date of inception) through June
30, 1999 and that of OWO.com from January 1, 1999 through June 30, 1999.
Separate breakout of operations for OWO.com have not been presented as the
amounts not related to the Acquirees is immaterial.
One World Online.com, Inc. and its subsidiaries are nationwide providers of
consumer Internet access, Web site creation and hosting, electronic commerce
solutions for businesses, and Internet training for businesses and individuals.
In addition, the Company maintains a shopping community on the Internet that
offers a broad range of retail products, educational information, 24-hour
broadcasts, news, and entertainment.
2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, and
its consolidated subsidiaries. All significant intercompany balances and
transactions have been eliminated.
- --------------------------------------------------------------------------------
F-7
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies Continued
Concentration of Credit Risk
The Company maintains its cash in bank deposit accounts which, at times, may
exceed federally insured limits. The Company has not experienced any losses in
such accounts and believes it is not exposed to any significant credit risk on
cash and cash equivalents.
Cash and Cash Equivalents
For purposes of the statement of cash flows, cash includes all cash and
investments with original maturities to the Company of three months or less.
Inventory
Inventory consists of finished goods and is recorded at the lower of cost or
market, cost being determined on a weighted average method.
Property and Equipment
Property and equipment is recorded at cost, less accumulated depreciation.
Depreciation and amortization on capital leases and property and equipment are
determined using the straight-line method over the estimated useful lives of the
assets or terms of the lease. Expenditures for maintenance and repairs are
expensed when incurred and betterments are capitalized. Gains and losses on sale
of property and equipment are reflected in operations.
Revenue Recognition
Revenue is recognized upon shipment of product or performance of services.
Income Taxes
Deferred income taxes are provided in amounts sufficient to give effect to
temporary differences between financial and tax reporting.
- --------------------------------------------------------------------------------
F-8
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies Continued
Loss Per Share
The computation of basic loss per common share is based on the weighted average
number of shares outstanding during the period.
The computation of diluted loss per common share is based on the weighted
average number of shares outstanding during the period plus the common stock
equivalents which would arise from the exercise of stock options and warrants
outstanding using the treasury stock method and the average market price per
share during the period. Common stock equivalents are not included in the
diluted loss per share calculation when their effect is antidilutive.
Use of Estimates in the Preparation of Financial Statements
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.
Actual results could differ from those estimates.
3. Going Concern
The accompanying consolidated financial statements of the Company have been
prepared on a going-concern basis, which contemplates profitable operations and
the satisfaction of liabilities in the normal course of business. As shown in
the statement of operations, the Company reported a net loss of $1,669,000 for
the period ended June 30, 1999. This uncertainty raises substantial doubt about
the ability of the Company to continue as a going concern.
The Company's continuation as a going concern is dependent upon its ability to
generate profitable operations or secure adequate new financing. The financial
statements do not include any adjustments that might result from the outcome of
these uncertainties.
Management believes that the Company's operations provide the necessary cash
flows to meet obligations as they come due.
- --------------------------------------------------------------------------------
F-9
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
4. Property and Equipment
Property and equipment consists of the following:
Computer equipment $ 324,000
Office furniture and fixtures 149,000
Computer software 46,000
Leasehold Improvements 7,000
-----------------
526,000
Less accumulated depreciation and
amortization (48,000)
-----------------
$ 478,000
-----------------
5. Capital Lease Obligation
The Company leases certain computers and equipment under a noncancellable
capital lease. The terms of the lease include an option to purchase the
equipment at the end of the lease and an imputed interest rate of 16.5%. The
computers and equipment held under the capital lease have a cost of $17,000 and
accumulated amortization of $3,000 at June 30, 1999.
Amortization expense for the period ended June 30, 1999 was $3,000.
Future minimum lease payments as of June 30, 1999 are as follows:
Year Ending June 30: Amount
-------------------- ------------------
2000 $ 7,000
2001 7,000
2002 4,000
------------------
18,000
Less amount representing interest (3,000)
------------------
Present value of future minimum lease
payments $ 15,000
------------------
- --------------------------------------------------------------------------------
F-10
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
5. Capital Lease Obligation Continued
Future maturities of the capital lease obligation are as follows:
Year Ending June 30: Amount
-------------------- ------------------
2000 $ 5,000
2001 6,000
2002 4,000
------------------
$ 15,000
------------------
6. Income Taxes
The benefit for income taxes is different from amounts which would be provided
by applying the statutory federal income tax rate to loss before benefit for
income taxes for the following reasons:
Federal income tax benefit at statutory rate $ 567,000
Change in valuation allowance (567,000)
------------------
$ -
------------------
Deferred tax assets (liabilities) consist of the following:
Net operating loss carryforward $ 567,000
Valuation allowance (567,000)
------------------
$ -
------------------
At June 30, 1999, the Company has a net operating loss carryforward available to
offset future taxable income of approximately $1,669,000, which will expire in
2019. The utilization of the net operating loss carryforward is dependent upon
the tax laws in effect at the time the net operating loss carryforward can be
utilized. The Tax Reform Act of 1986 significantly limits the annual amount that
can be utilized for certain of these carryforward amounts as a result of the
change in ownership.
- --------------------------------------------------------------------------------
F-11
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
7. Operating Leases
During the period ended June 30, 1999, the Company leased certain property under
a non-cancelable operating lease. Lease expense relating to the operating lease
was approximately $25,000 for the period ended June 30, 1999. Future minimum
lease payments are as follows:
Year Ending June 30: Amount
------------------
2000 $ 130,000
2001 130,000
2002 130,000
------------------
$ 390,000
------------------
8. Supplemental Cash Flow Disclosure
There were no amounts paid for interest or income taxes for the period November
12, 1998 (date of inception) to June 30, 1999.
During the period ended June 30, 1999:
o The Company acquired property and equipment in exchange for a capital lease
obligation of $17,000.
o The Company acquired property and equipment in exchange for common stock
and a note payable in the amount of $63,000.
9. Related Party Transactions
The Company has an agreement with an entity owned by officers/shareholders of
the Company, which requires monthly payments, from the Company, based on the
sales of the Company's independent distributors. During the period ended June
30, 1999 the Company paid approximately $6,000 under this agreement.
- --------------------------------------------------------------------------------
F-12
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
10. Stock Options
Information regarding stock options is summarized below:
Number of Option Price
Options Per Share
-----------------------------------
Outstanding at November 12,
1998 - $ -
Granted 3,879,500 1.00 - 2.00
-----------------------------------
Outstanding at June 30, 1999 3,879,500 $ 1.00 - 2.00
-----------------------------------
11. Stock-Based Compensation
The Company has adopted the disclosure only provisions of Statement of Financial
Accounting Standards No. 123 (SFAS 123), Accounting for Stock-Based
Compensation. Accordingly, no compensation cost has been recognized in the
financial statements for employees. Had compensation cost for the Company's
stock options been determined based on the fair value at the grant date for
awards in 1999, consistent with the provisions of SFAS 123 the Company's loss
and loss per share would have been reduced to the pro form amounts indicated
below:
Net loss - as reported $ (1,669,000)
Net loss - pro forma $ (1,758,000)
Loss per share - as reported $ (.26)
Loss per share - pro forma $ (.27)
-----------------
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
Expected dividend yield $ -
Expected stock price volatility -
Risk-free interest rate 5%
Expected life of options 5 to 7 years
-----------------
The weighted average fair value of options granted during 1999 is $.29.
- --------------------------------------------------------------------------------
F-13
<PAGE>
ONE WORLD ONLINE.COM, INC.
Notes to Consolidated Financial Statements
Continued
- --------------------------------------------------------------------------------
11. Stock-Based Compensation Continued
The following table summarizes information about stock options outstanding at
June 30, 1999.
Options Outstanding Options Exercisable
------------------------------------------------------------------
Weighted
Average
Number Remaining Weighted Number Weighted
Range of Outstanding Contractual Average Exercisable Average
Exercise at Life Exercise at Exercise
Prices 6/30/99 (Years) Price 6/30/99 Price
- --------------------------------------------------------------------------------
$ 1.00 - 2.00 3,879,500 6.4 $ 1.03 393,500 $ 1.00
- --------------------------------------------------------------------------------
12. Fair Value of Financial Instruments
None of the Company's financial instruments are held for trading purposes. The
Company estimates that the fair value of all financial instruments at June 30,
1999, does not differ materially from the aggregate carrying values of its
financial instruments recorded in the accompanying balance sheet. The estimated
fair value amounts have been determined by the Company using available market
information and appropriate valuation methodologies. Considerable judgement is
necessarily required in the interpreting of market data to develop the estimates
of fair value, and, accordingly, the estimates are not necessarily indicative of
the amounts that the Company could realize in a current market exchange.
13. Commitments
The Company has entered into a consulting agreement, which requires monthly
payments of approximately $8,000 over the next three years.
In addition, the Company has consulting agreements with certain individuals
which, call for payments to be made based on revenues generated by those
individuals.
- --------------------------------------------------------------------------------
F-14
EXHIBIT 3(i).1
(Articles of Incorporation of One World)
ARTICLES OF INCORPORATION
OF
MEDIZONE CANADA LIMITED
The undersigned natural person, acting as incorporator of the
corporation under the Nevada Revised Statutes, adopts the following Articles of
Incorporation for such corporation.
ARTICLE I
Name. The name of the corporation is "Medizone Canada Limited"
(hereinafter, the "Corporation").
ARTICLE II
Period of Duration. The period of duration of the Corporation is
perpetual.
ARTICLE III
Purposes and Powers. The purpose for which the Corporation is organized
is to engage n any and all lawful business.
ARTICLE IV
Capitalization. The Corporation shall have the authority to issue
1,000,000 of common voting stock having a par value of one mill ($0.001) per
share. All stock of the Corporation shall be of the same class and shall have
the same rights and preferences. Fully paid stock of the Corporation shall not
be liable for further call or assessment. The authorized shares shall be issued
at the discretion of the Board of Directors of the Corporation.
ARTICLE V
Initial Resident Agent. The initial resident agent of the Corporation
shall be CSC Services of Nevada, Inc., and the street address and mailing
address of the initial resident agent are: 502 East John Street, Carson City,
Nevada 89706.
ARTICLE VI
Directors. The Corporation shall be governed by a Board of Directors
consisting of no less than three directors. The number of directors constituting
the initial Board of Directors is three and the name and street address of the
persons who shall serve as directors until their successors are elected and
qualified are, to-wit:
Brenda M. Hall
55 West 200 North
Provo, Utah 84601
Paul Findlayson
55 West 200 North
Provo, Utah 84601
Pamela Price
55 West 200 North
Provo, Utah 84601
ARTICLE VII
Incorporator. The name and street address of the incorporator is:
Leonard M. Burningham, Esq.
455 East 500 South, 9205
Salt Lake City, Utah 84111
ARTICLE VIII
Control Share Acquisitions. The provisions of NRS 78.378 to 78.3793,
inclusive, are not applicable to the Corporation.
ARTICLE IX
Indemnification of Directors and Executive Officers. To the fullest
extent allowed by law, the directors and executive officers of the Corporation
shall be entitled to indemnification from the Corporation for acts and omissions
taking place in connection with their activities in such capacities
/s/ Leonard W. Burningham
---------------------------
Leonard W. Burningham, Esq.
STATE OF UTAH )
):ss
COUNTY OF SALT LAKE )
On the 3rd day of August, 1998, personally appeared before me Leonard
W. Burningham, Esq., who duly acknowledged to me that he is the person who
signed the foregoing instrument as incorporator; that he has read the foregoing
instrument and knows the contents thereof, and that the contents thereof are
true of his personal knowledge.
/s/ Sheryl A. Jones
-------------------
NOTARY PUBLIC
EXHIBIT 3(i).3
(Articles of Incorporation of OWOL Marketing)
ARTICLES OF INCORPORATION
OF
ONE WORLD ONLINE INCORPORATED
The undersigned natural person of the age of eighteen years or more,
acting as the incorporator of a corporation under the Utah Revised Business
Corporation Act, hereby adopts the following Articles of Incorporation for such
corporation:
ARTICLE I
Name
The name of this corporation is "One World Online Incorporated."
ARTICLE II
Duration
The duration of this corporation is perpetual.
ARTICLE III
Purposes
The purpose or purposes for which this corporation is organized are:
A. To provide internet services.
B. To engage in any other lawful act or activity for which corporations
may be organized under the Utah Revised Business Corporation Act.
ARTICLE IV
Stock
The aggregate number of shares which this corporation shall have
authority to issue is 50,000,000 shares of common voting stock of a par value of
one mill ($0.001) per share. All stock of the corporation shall be of the same
class, common, and shall have the same rights and preferences. Fully paid stock
of this corporation shall not be liable to any further call or assessment.
ARTICLE V
Amendment
These Articles of Incorporation may be amended by the affirmative vote
of a majority of the shares entitled to vote on each such amendment.
ARTICLE VI
Shareholder Rights
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of stock of this corporation. Nor shall
shareholders be entitled to vote cumulatively for directors of the corporation.
ARTICLE VII
Initial Office and Agent
The name of the corporation's original
registered agent and the initial registered office are:
Leonard W. Burningham. Esq.
455 East 500 South, #205
Salt Lake City, Utah 84111
ARTICLE VIII
Directors
The number of directors constituting the initial Board of Directors of
this corporation is three. The names and addresses of persons who are to serve
as directors until the first annual meeting of shareholders, or until their
successors are elected and qualify, are:
Leonard W. Burningham
455 East 500 South, #205
Salt Lake City, Utah 84111
Brandon T. Burningham
455 East 500 South, #205
Salt Lake City, Utah 84111
Sheryl Ross
455 East 500 South, #205
Salt Lake City, Utah 84111
ARTICLE IX
Incorporator
The name and address of the Incorporator is:
Leonard W. Burningham
455 East 500 South, #205
Salt Lake City, Utah 84111
ARTICLE X
Common Directors - Transactions Between Corporation
No contract or other transaction between this corporation and one or
more of its directors or any other corporation, firm, association or entity in
which one or more of its directors are directors or officers or are financially
interested, shall be either void or voidable because of such relationship or
interest, or because such director or directors are present at the meeting of
the Board of Directors, or a committee thereof which authorizes, approves, or
ratifies such contract or transaction, or because his, her or their votes are
counted for such purposes if: (a) the fact of such relationship or interest is
disclosed or known to the Board of Directors or committee which authorizes,
approves, or ratifies the contract or transaction by vote or consent sufficient
for the purpose without counting the votes or consents of such interested
Director; (b) the fact of such relationship or interest is disclosed or known to
the shareholders entitled to vote and they authorize, approve or ratify such
contract or transaction by vote or written consent; or (c) the contract or
transaction is fair and reasonable to the corporation.
Common or interested directors may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or committee thereof
which authorizes, approves, or ratifies such contract or transaction.
/s/ Leonard W. Burningham
---------------------------
Leonard W. Burningham, Esq.
STATE OF UTAH )
):ss
COUNTY OF SALT LAKE )
I, Sheryl Ross, a Notary Public, hereby certify that on the 12th day of
November, 1998, Leonard W. Burninglam personally appeared before me who being by
me first duly sworn, declared that he is the person who signed the foregoing
document as incorporator and registered agent and that the statements therein
contained are true.
/s/ Sheryl A. Ross
------------------
NOTARY PUBLIC
Residing at Salt Lake County, Utah
EXHIBIT 3(i).4
(Articles of Incorporation of OWOL Technologies)
Articles Of Incorporation
Of
Northwest Territories., Inc.
WE, THE UNDERSIGNED natural persons of the age of eighteen (18) years
or more, acting as incorporators of a corporation under the Colorado Business
Corporation Act, adopt the following Articles of Incorporation.
Article I
NAME
The Name of the corporation is NORTHWEST TERRITORIES, INC.
Article II
DURATION
The duration of the corporation is perpetual.
Article III
PURPOSES
The purpose or purposes for which this corporation is engaged are:
(a) To be a consulting company. Also, to acquire, develop, explore, and
otherwise deal in and with all kinds of real and personal property and all
related activities, and for any and all other lawful purposes.
(b) To acquire by purchase, exchange, gift, bequest, subscription, or
otherwise; and to hold, own, mortgage, pledge, hypothecate, sell, assign,
transfer, exchange, or otherwise dispose of or deal in or with its own corporate
securities or stock or other securities including, without limitations, any
shares of stock, bonds, debentures, notes mortgages, or other obligations, and
any certificates, receipts or other instruments representing rights or interests
therein on any property or assets created or issued by any person, firm,
associate, or corporation, or instrumentalities thereof, to make payment
therefor in any lawful manner or to issue in exchange therefor in any lawful
manner or to issue in exchange therefor its unreserved earned surplus for the
purchase of its own shares, and to exercise as owner or holder of any
securities, any and all rights, powers, and privileges in respect thereof.
(c) To do each and everything necessary, suitable, or proper for the
accomplishment of any of the purposes or the attainment of any one or more of
the subjects herein enumerated, or which may, at any time, appear conducive to
or expedient for the protection or benefit of this corporation, and to do said
acts as fully and to the same extent as natural persons might, or could do in
any part of the world as principals, agents, partners, trustees, or otherwise,
either alone or in conjunction with any other person, association, or
corporation.
(d) The foregoing clauses shall be construed both as purposes and
powers and shall not be held to limit or restrict in any manner the general
powers of the corporation, and the enjoyment and exercise thereof, as conferred
by the laws of the State of Colorado; and it is the intention that the purposes
and powers specified in each of the paragraphs of this Article III shall be
regarded as independent purposes and powers.
Articles IV
STOCK
(a) Common Stock. The aggregate number of shares of Common Stock which
the Corporation shall have authority to issue is 50,000,000 shares at a par
value of $.001 per share. All stock when issued shall be fully paid and
non-assessable, shall be of the same class and have the same rights and
preferences.
No holder of shares of Common Stock of the Corporation shall be
entitled, as such, to any pre-emptive or preferential rights to subscribe to any
unissued stock or any other securities which the Corporation may now or
thereafter be authorized to issue.
Each share of Common Stock shall be entitled to one vote at a
stockholders meetings, either in person or by proxy. Cumulative voting in
elections of Directors and all other matters brought before stockholders
meeting, whether they be annual or special, shall not be permitted.
(b) Preferred Stock. The aggregate number of share of Preferred Stock
which the Corporation shall have authority to issue is 5,000,000 shares, par
value $.001, which may be issued in series, with such designations, preferences,
stated values, rights, qualifications or limitations as determined solely by the
Board of Directors of the Corporation
Article V
AMENDMENT
These Articles of Incorporation may be amended by the affirmative Vote
of "a majority" of the shares entitled to vote on each such amendment.
Article V1
SHAREHOLDERS RIGHTS
The authorized and treasury stock of this corporation may be issued at
such time, upon such terms and conditions and for such consideration as the
Board of Directors shall determine. Shareholders shall not have pre-emptive
rights to acquire unissued shares of the stock of this corporation.
Article VII
INITIAL OFFICE AND AGENT
The registered office of the Corporation in the State of Colorado is
1675 Broadway, Suite 1200, Denver, CO 80202. The registered agent in charge
thereof at such address is The Corporation Company.
Article VIII
DIRECTORS
The directors are hereby given the authority to do any act on behalf of
the corporation by law and in each instance where the Business corporation act
provides that the directors may act in certain instances where the Articles of
Incorporation authorize such action by the directors, the directors are hereby
given authority to act in such instances without specifically numerating such
potential action or instance herein.
The directors are specifically given the authority to mortgage or
pledge any or all assets of the business with stockholders' approval.
The number of directors constituting the initial Board of Directors of
this corporation is one (1). The names and addresses of persons who are to serve
as Directors until the first annual meeting of stock-holders or until their
successors are elected and qualify are:
NAME ADDRESS
DAVID N. NEMELKA 899 SOUTH ARTISTIC CIRCLE
SPRINGVILLE, UTAH 84663
Articles IX
INCORPORATORS
The name and address of each incorporator is:
NAME ADDRESS
DAVID N. NEMELKA 899 SOUTH ARTISTIC CIRCLE
SPRINGVILLE, UTAH 84663
Article X
COMMON DIRECTORS - TRANSACTIONS BETWEEN CORPORATIONS
No contract or other transaction between this corporation and any one
or more of its directors or any other corporation, firm, association, or entity
in which one or more of its directors or officers are financially interested,
shall be either void or voidable because of such relationship or interest, or
because such director or directors are present at the meeting of the Board of
Directors, or a committee thereof, which authorizes, approves, or ratifies such
contract or transaction, or because his or their votes are counted for such
purpose if (a) the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves, or ratifies
the contract or transaction by vote or consent sufficient for the purpose
without counting the votes or consents of such interested director; or (b) the
fact of such relationship or interest is disclosed or known to the stockholders
entitled to vote and they authorize, approve, or ratify such contract or
transaction by vote or written consent, or (c) the contract or transaction is
fair and reasonable to the corporation.
Common or interested directors may be counted in determining the presence of a
quorum at a meeting of the Board of Directors or committee there of which
authorizes, approves or ratifies such contract or transaction,
Article XI
LIABILITY OF DIRECTORS AND OFFICERS
No director or officer shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by such
person as a director or officer. Notwithstanding the foregoing sentence, a
director or officer shall be liable to the extent provided by applicable law,
(1) for acts or omissions which involve intentional misconduct, fraud or a
knowing violation of law, or (ii) for the payment of dividends in violation.
The provisions hereof shall not apply to or have any effect on the
liability or alleged liability of any officer or director of the Corporation for
or with respect to any acts or omissions of such person occurring prior to such
amendment.
Under penalties of perjury, I declare that these Articles of
Incorporation have been examined by me and are, to the best of my knowledge and
belief, true, correct and complete.
Dated this 7th day of June, 1996
/s/ David N. Nemelka
--------------------
DAVID N. NEMELKA
STATE OF UTAH )
:ss.
COUNTY OF___________ )
On the 7th day of June, 1996, personally appeared before me, David N.
Nemelka, who being by me first duly sworn, declared that he was the person who
signed the foregoing document as incorporator and that the statements therein
contained are true.
IN WITNESS THEREOF, I have hereunto set my hand and seal this 7th day
of June, 1996.
/s/ Brenda M. Hall
NOTARY PUBLIC
Residing at: 1415 W. Spring Creek Place
Springville, UT 84663
My commission expires:
5/5/97
EXHIBIT 3(i).5
(Articles of Amendment to the Articles of Incorporation of OWOL Technologies)
CERTIFICATE OF AMENDMENT
TO
THE CERTIFICATE OF INCORPORATION
OF
NORTHWEST TERRITORIES, INC.
Pursuant to the General Corporation Law of the State of Colorado, the
undersigned President and Secretary of Northwest Territories, Inc., a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Colorado, do hereby certify as follows:
FIRST: That pursuant to the unanimous consent of the Board of Directors
of Northwest Territories, Inc., resolutions were duly adopted setting forth an
amendment to the certificate of Incorporation of Northwest Territories, Inc.
(the "Corporation") and recommending that the shareholders of the Corporation
adopt and approve said amendments.
SECOND: That by written consent of shareholders owning a majority in
interest of the issued and outstanding common stock of the Corporation, namely
1,000,000 out of 1,000,000 shares issued and outstanding, representing 100% of
said outstanding shares did approve the adoption of the proposed amendment to
the Certificate of Incorporation of the Corporation.
THIRD: That the following amendment to the Certificate of Incorporation
of the Corporation is hereby duly adopted in accordance with the General
Corporation Law of the Sate of Colorado:
Article I is hereby amended as follows:
ARTICLE I
The Name of the Corporation is I Ventures, Inc.
IN WITNESS WHEREOF, the undersigned do hereby execute, file and record
this Certificate of Amendment and do hereby certify that the facts stated
therein are true and correct.
Adopted effective this 14th day of October, 1998.
By: /s/ David N. Nemelka By: /s/ David N. Nemelka
--------------------------- ---------------------------
David N. Nemelka, Secretary David N. Nemelka, President
EXHIBIT 3(ii).1
(Bylaws of One World)
BY-LAWS
OF
MEDIZONE CANADA LIMITED
ARTICLE I - OFFICES
The principal office of the corporation in the State of Nevada shall be
located in Carson City or such other location as determined by the Board of
Directors. The corporation may have such other offices, either within or without
the State of incorporation as the board of directors may designate or as the
business of the corporation may from time to time require.
ARTICLE II - STOCKHOLDERS
1. ANNUAL MEETING.
The annual meeting of the stockholders shall be held on such date as is
determined by the Board of Directors for the purpose of electing directors and
for the transaction of such other business as may come before the meeting.
2. SPECIAL MEETINGS.
Special meetings of the stockholders, for any purpose or purposes,
unless otherwise prescribed by statute, may be called by the president or by the
directors, and shall be called by the president or the secretary at the request
of the holders of not less than ten per cent of all the outstanding shares of
the corporation entitled to vote at the meeting.
3. PLACE OF MEETING.
The directors may designate any place, either within or without the
State unless otherwise prescribed by statute, as the place of meeting for any
annual meeting or for any special meeting called by the directors. A waiver of
notice signed by all stockholders entitled to vote at a meeting may designate
any place, either within or without the state unless otherwise prescribed by
statute, as the place for holding such meeting. If no designation is made, or if
a special meeting be otherwise called, the place of meeting shall be the
principal office of the corporation.
4. NOTICE OF MEETING.
Written or printed notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for which the
meeting is called, shall be delivered not less than ten nor more than thirty
days before the date of the meeting, either personally or by mail, by or at the
direction of the president, or the secretary, or the officer or persons calling
the meeting, to each stockholder 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 stockholder at his address as it appears on the
stock transfer books of the corporation, with postage thereon pre-paid.
5. CLOSING OF TRANSFER BOOKS OR FIXING OF RECORD DATE.
For the purpose of determining stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment thereof, or stockholders
entitled to receive payment of any dividend, or in order to make a determination
of stockholders for any other proper purpose, the directors of the corporation
may provide that the stock transfer books shall be closed for a stated period
but not to exceed, in any case, thirty days. If the stock transfer books shall
be closed for the purpose of determining stockholders entitled to notice of or
to vote at a meeting of stockholders, such books shall be closed for at least
ten days immediately preceding such meeting. In lieu of closing the stock
transfer books, the directors may fix in advance a date as the record date for
any such determination of stockholders, such date in any case to be not more
than thirty days and, in case of a meeting of stockholders, not less than ten
days prior to the date on which the particular action requiring such
determination of stockholders is to be taken. If the stock transfer books are
not closed and no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the directors declaring
such dividend is adopted, as the case may be, shall be the record date for such
determination of stockholders. When a determination of stockholders entitled to
vote at any meeting of stockholders has been made as provided in this section,
such determination shall apply to any adjournment thereof.
6. VOTING LISTS.
The officer or agent having charge of the stock transfer books for
shares of the corporation shall make, at least ten days before each meeting of
stockholders, a complete list of the stockholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical order, with the
address of and the number of shares held by each, which list, for a period of
ten days prior to such meeting, shall be kept on file at the principal office of
the corporation or transfer agent and shall be subject to inspection by any
stockholder at any time during usual business hours. Such list shall also be
produced and kept open at the time and place of the meeting and shall be subject
to the inspection of any stockholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as to who are the
stockholders entitled to examine such list or transfer books or to vote at the
meeting of stockholders.
7.QUORUM.
Unless otherwise provided by law, at any meeting of stockholders
One-third of the outstanding shares of the corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of
stockholders. If less than said number 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 such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. The
stockholders present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.
8. PROXIES.
At all meetings of stockholders, a stockholder may vote by proxy
executed in writing by the stockholder or by his duly authorized attorney in
fact. Such proxy shall be filed with the secretary of the corporation before or
at the time of the meeting.
9. VOTING.
Each stockholder entitled to vote in accordance with the terms and
provisions of the certificate of incorporation and these by-laws shall be
entitled to one vote, in person or by proxy, for each share of stock entitled to
vote held by such stockholders. Upon the demand of any stockholder, the vote for
directors and upon any question before the meeting shall be by ballot. All
elections for directors shall be decided by plurality vote; all other questions
shall be decided by majority vote except as otherwise provided by the
Certificate of Incorporation or the laws of this State.
10. ORDER OF BUSINESS.
The order of business at all meetings of the stockholders, shall be as
follows:
1. Roll Call.
2. Proof of notice of meeting or waiver of notice.
3. Reading of minutes of preceding meeting.
4. Reports of Officers.
5. Reports of Committees.
6. Election of Directors.
7. Unfinished Business.
8. New Business.
11. INFORMAL ACTION BY STOCKHOLDERS.
Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by the same percentage of all
of the shareholders entitled to vote with respect to the subject matter thereof
as would be required to take such action at a meeting.
ARTICLE III - BOARD OF DIRECTORS
1. GENERAL POWERS.
The business and affairs of the corporation shall be managed by its
board of directors. The directors shall in all cases act as a board, and they
may adopt such rules and regulations for the conduct of their meetings and the
management of the corporation, as they may deem proper, not inconsistent with
these by-laws and the laws of this State.
2. NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall as established by the
board of directors, but shall be no less than one. Each director shall hold
office until the next annual meeting of stockholders and until his successor
shall have been elected and qualified.
3. REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice
than this by-law immediately after, and at the same place as, the annual meeting
of stockholders. The directors may provide, by resolution, the time and place
for the holding of additional regular meetings without other notice than such
resolution.
4. SPECIAL MEETINGS.
Special meetings of the directors may be called by or at the request of
the president or any director. The person or persons authorized to call special
meetings of the directors may fix the place for holding any special meeting of
the directors called by them. A director may attend any meeting by telephonic
participation at the meeting.
5. NOTICE.
Notice of any special meeting shall be given at least two days
previously thereto by written notice delivered personally, by telegram, or
facsimile transmission, or mailed to each director at his business address. If
mailed, such notice shall be deemed to be delivered when deposited in the United
States mail so addressed, with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be delivered when the telegram is
delivered to the telegraph company. If the notice is sent by facsimile, it shall
be deemed delivered on the day sent. The attendance of a director at a meeting
shall constitute a waiver of notice of such meeting, except where a director
attends a meeting for the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or convened.
6.QUORUM.
At any meeting of the directors a majority shall constitute a quorum
for the transaction of business, but if less than said number is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.
7. MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which
a quorum is present shall be the act of the directors.
8. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists. Vacancies
occurring by reason of the removal of directors without cause shall be filled by
vote of the stockholders. A director elected to fill a vacancy caused by
resignation, death or removal shall be elected to hold office for the unexpired
term of his predecessor.
9. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the
stockholders or by action of the board. Directors may be removed without cause
only by vote of the stockholders.
10. RESIGNATION.
A director may resign at any time by giving written notice to the
board, the president or the secretary of the corporation. Unless otherwise
specified in the notice, the resignation shall take effect upon receipt thereof
by the board or such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
11. COMPENSATION.
No compensation shall be paid to directors, as such, for their
services, but by resolution of the board a fixed sum and expenses for actual
attendance at each regular or special meeting of the board may be authorized.
Nothing herein contained shall be construed to preclude any director from
serving the corporation in any other capacity and receiving compensation
therefor.
12. PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the
directors at which action on any corporate matter is taken shall be presumed to
have assented to the action taken unless his dissent shall be entered in the
minutes of the meeting or unless he shall file his written dissent 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.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution, may designate from among its members an
executive committee and other committees, each consisting of three or more
directors. Each such committee shall serve at the pleasure of the board.
ARTICLE IV - OFFICERS
1. NUMBER.
The officers of the corporation shall be a president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors.
2. ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be
elected annually at the first meeting of the directors held after each annual
meeting of the stockholders. Each officer shall hold office until his successor
shall have been duly elected and shall have qualified or until his death or
until he shall resign or shall have been removed in the manner hereinafter
provided.
3. REMOVAL.
Any officer or agent elected or appointed by the directors may be
removed by the directors whenever in their judgment the best interests of the
corporation would be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed.
4. VACANCIES.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the directors for the unexpired
portion of the term.
5. PRESIDENT.
The president shall be the principal executive officer of the
corporation and, subject to the control of the directors, shall in general
supervise and control all of the business and affairs of the corporation. He
shall, when present, preside at all meetings of the stockholders and of the
directors. He may sign, with the secretary or any other proper officer of the
corporation thereunto authorized by the directors, certificates for shares of
the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.
6. VICE-PRESIDENT.
In the absence of the president or in event of his death, inability or
refusal to act, a vice-president may perform the duties of the president, and
when so acting, shall have all the powers of and be subject to all the
restrictions upon the president. A vice-president shall perform such other
duties as from time to time may be assigned to him by the President or by the
directors.
7. SECRETARY.
The secretary shall keep the minutes of the stockholders' and of the
directors' meetings in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these by-laws or as
required, be custodian of the corporate records and of the seal of the
corporation and keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder, have general
charge of the stock transfer books of the corporation and in general perform all
duties incident to the office of secretary and such other duties as from time to
time may be assigned to him by the president or by the directors.
8. TREASURER.
If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the corporation; receive and give
receipts for moneys due and payable to the corporation from any source
whatsoever, and deposit all such moneys in the name of the corporation in such
banks, trust companies or other depositories as shall be selected in accordance
with these by-laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the directors.
9. SALARIES.
The salaries of the officers shall be fixed from time to time by the
directors and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the corporation.
ARTICLE V - CONTRACTS, LOANS. CHECKS AND DEPOSITS
1. CONTRACTS.
The 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 loans shall be contracted on behalf of the corporation and no
evidences of indebtedness shall be issued in its name unless authorized by a
resolution of the directors. Such authority may be general or confined to
specific instances.
3. CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the corporation, shall be
signed by such officer or officers, agent or agents of the corporation and in
such manner as shall from time to time be determined by resolution of the
directors.
4. 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 depositaries as the directors may select.
ARTICLE VI - CERTIFICATES FOR SHARES AND THEIR TRANSFER
1. CERTIFICATES FOR SHARES.
Certificates representing shares of the corporation shall be in such
form as shall be determined by the directors. Such certificates shall be signed
by the president and by the secretary or by such other officers authorized by
law and by the directors. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the stockholders, 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 and no new certificate shall be issued until the former
certificate for a like number of shares shall have been surrendered and
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 directors may prescribe,
2. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, and cancel the old certificate; every such transfer shall be entered on
the transfer book of the corporation which shall be kept at its principal
office.
(b) The corporation shall be entitled to treat the holder of record of
any share as the holder in fact thereof, and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such share on the part
of any other person whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of this state.
ARTICLE VII - FISCAL YEAR
The fiscal year of the corporation shall end on the last day of such
month in each year as the directors may prescribe.
ARTICLE VIII - DIVIDENDS
The directors may from time to time declare, and the corporation may
pay, dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.
ARTICLE IX - SEAL
The directors may, in their discretion, provide a corporate seal which
shall have inscribed thereon the name of the corporation, the state of
incorporation, and the words, "Corporate Seal".
ARTICLE X - WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be
given to any stockholder or director of the corporation under the provisions of
these by-laws or under the provisions of the articles of incorporation, 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.
ARTICLE XI - AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may
be adopted by action of the Board of Directors.
July 20, 1998 /s/ Paul Finlayson
- ----------------------------------- -------------------------------------
Date Paul Finlayson, Secretary
EXHIBIT 3(ii).2
(Bylaws of OWOL Marketing)
BYLAWS
OF
ONE WORLD ONLINE INCORPORATED
ARTICLE I
OFFICES
Section 1.01 Location of Offices. The corporation may maintain such
offices within or without the State of Utah as the Board of Directors may from
time to time designate or require.
Section 1.02 Principal Office. The address of the principal office of
the corporation shall be at the address of the registered office of the
corporation as so designated in the office of the Lieutenant Governor/Secretary
of State of the state of incorporation, or at such other address as the Board of
Directors shall from time to time determine.
ARTICLE II
SHAREHOLDERS
Section 2.01 Annual Meeting. The annual meeting of the shareholders
shall be held in October of each year or at such other time designated by the
Board of Directors and as is provided for in the notice of the meeting, for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting. If the election of directors shall not be held on
the day designated for the annual meeting of the shareholders, or at any
adjournment thereof, the Board of Directors shall cause the election to be held
at a special meeting of the shareholders as soon thereafter as may be
convenient.
Section 2.02 Special Meetings. Special meetings of the shareholders may
be called at any time by the chairman of the board, the president, or by the
Board of Directors, or in their absence or disability, by any vice president,
and shall be called by the president or, in his or her absence or disability, by
a vice president or by the secretary on the written request of the holders of
not less than one-tenth of all the shares entitled to vote at the meeting, such
written request to state the purpose or purposes of the meeting and to be
delivered to the president, each vice-president, or secretary. In case of
failure to call such meeting within 60 days after such request, such shareholder
or shareholders may call the same.
Section 2.03 Place of Meetings. The Board of Directors may designate
any place, either within or without the state of incorporation, 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
incorporation, as the place for the holding of such meeting. If no designation
is made, or if a special meeting, be other-wise called, the place of meeting
shall be at the principal office of the corporation.
Section 2.04 Notice of Meetings. The secretary or assistant secretary,
if any, shall cause notice of the time, place, and purpose or purposes of all
meetings of the shareholders (whether annual or special), to be mailed at least
ten days, but not more than 50 days, prior to the meeting, to each shareholder
of record entitled to vote.
Section 2.05 Waiver of Notice. Any shareholder may waive notice of any
meeting of shareholders (however called or noticed, whether or not called or
noticed and whether before, during, or after the meeting), by signing a written
waiver of notice or a consent to the holding of such meeting, or an approval of
the minutes thereof. Attendance at a meeting, in person or by proxy, shall
constitute waiver of all defects of call or notice regardless of whether waiver,
consent, or approval is signed or any objections are made. All such waivers,
consents, or approvals shall be made a part of the minutes of the meeting.
Section 2.06 Fixing Record Date. For the purpose of determining
shareholders entitled to notice of or to vote at any annual meeting of
shareholders or any adjournment thereof, or shareholders entitled to receive
payment of any dividend or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors of the corporation may provide
that the share transfer books shall be closed, for the purpose of determining
shareholders entitled to notice of or to vote at such meeting, but not for a
period exceeding fifty (50) days. If the share transfer books are closed for the
purpose of determining shareholders entitled to notice of or to vote at such
meeting, such books shall be closed for at least ten (10) days immediately
preceding such meeting.
In lieu of closing the share transfer books, the Board of Directors may
fix in advance a date as the record date for any such determination of
shareholders, such date in any case to be not more than fifty (50) and, in case
of a meeting of shareholders, not less than ten (10) days prior to the date on
which the particular action requiring such determination of shareholders is to
be taken. If the share transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice of or to vote at a
meeting or to receive payment of a dividend, the date on which notice of the
meeting is mailed or the date on which the resolution of the Board of Directors
declaring such dividend is adopted, as the case may be, shall be the record date
for such determination of shareholders. When a determination of shareholders
entitled to vote at any meeting of shareholders has been made as provided in
this Section, such determination shall apply to any adjournment thereof. Failure
to comply with this Section shall not affect the validity of any action taken at
a meeting of shareholders.
Section 2.07 Voting Lists. The officer or agent of the corporation
having charge of the share transfer books for shares of the corporation shall
make, at least ten (10) days before each meeting of shareholders, a complete
list of the shareholders entitled to vote at such meeting or any adjournment
thereof, arranged in alphabetical order, with the address of, and the number of
shares held by each, which list, for a period of ten (10) days prior to such
meeting, shall be kept on file at the registered office of the corporation and
shall be subject to inspection by any shareholder during the whole time of the
meeting. The original share transfer book shall be prima facia evidence as to
the shareholders who are entitled to examine such list or transfer books, or to
vote at any meeting of shareholders.
Section 2.08 Quorum. One-half of the total voting power of the
outstanding shares of the corporation entitled to vote, represented in person or
by proxy, shall constitute a quorum at a meeting of the shareholders. If a
quorum is present, the affirmative vote of the majority of the voting power
represented by shares at the meeting and entitled to vote on the subject shall
constitute action by the shareholders, unless the vote of a greater number or
voting by classes is required by the laws of the state of incorporation of the
corporation or the Articles of Incorporation. If less than one-half of the
outstanding voting power is represented at a meeting, a majority of the voting
power represented by shares so present may adjourn the meeting from time to time
without further notice. At such adjourned meeting 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.
Section 2.09 Voting of Shares. Each outstanding share of the
corporation entitled to vote shall be entitled to one vote on each matter
submitted to vote at a meeting of shareholders, except to the extent that the
voting rights of the shares of any class or series of stock are determined and
specified as greater or lesser than one vote per share in the manner provided by
the Articles of Incorporation.
Section 2.10 Proxies. At each meeting of the shareholders, each
shareholder entitled to vote shall be entitled to vote in person or by proxy;
provide , however, that the right to vote by proxy shall exist only in case the
instrument authorizing such proxy to act shall have been executed in writing by
the registered holder or holders of such shares, as the case may be, as shown on
the share transfer of the corporation or by his or her or her attorney thereunto
duly authorized in writing. Such instrument authorizing a proxy to act shall be
delivered at the beginning of such meeting to the secretary of the corporation
or to such other officer or person who may, in the absence of the secretary, be
acting as secretary of the meeting. In the event that any such instrument shall
designate two or more persons to act as proxies, a majority of such persons
present at the meeting, or if only one be present, that one shall (unless the
instrument shall otherwise provide) have all of the powers conferred by the
instrument on all persons so designated. Persons holding, stock in a fiduciary
capacity shall be entitled to vote the shares so held and the persons whose
shares are pledged shall be entitled to vote, unless in the transfer by the
pledge or on the books of the corporation he or she shall have expressly
empowered the pledgee to vote thereon, in which case the pledgee, or his or her
or her proxy, may represent such shares and vote thereon.
Section 2.11 Written Consent to Action by Shareholders. Any action
required to be taken at a meeting of the shareholders, or any other action which
may be taken at a meeting of the shareholders, may be taken without a meeting,
if a consent in writing, setting forth the action so taken, shall be signed by
all of the shareholders entitled to vote with respect to the subject matter
thereof
ARTICLE III
DIRECTORS
Section 3.01 General Powers. The property, affairs, and business of the
corporation shall be managed by its Board of Directors. The Board of Directors
may exercise all the powers of the corporation whether derived from law or the
Articles of Incorporation, except such powers as are by statute, by the Articles
of Incorporation or by these Bylaws, vested solely in the shareholders of the
corporation.
Section 3.02 Number, Term, and Qualifications. The Board of Directors
shall consist of three to nine persons. Increases or decreases to said number
may be made, within the numbers authorized by the Articles of Incorporation, as
the Board of Directors shall from time to time determine by amendment to these
Bylaws. An increase or a decrease in the number of the members of the Board of
Directors may also be had upon amendment to these Bylaws by a majority vote of
all of the shareholders, and the number of directors to be so increased or
decreased shall be fixed upon a majority vote of all of the shareholders of the
corporation. Each director shall hold office until the next annual meeting of
shareholders of the corporation and until his or her successor shall have been
elected and shall have qualified. Directors need not be residents of the state
of incorporation or shareholders of the corporation.
Section 3.03 Classification of Directors. In lieu of electing the
entire number of directors annually, the Board of Directors may provide that the
directors be divided into either two or three classes, each class to be as
nearly equal in number as possible, the term of office of the directors of the
first class to expire at the first annual meeting of shareholders after their
election, that of the second class to expire at the second annual meeting after
their election, and that of the third class, if any, to expire at the third
annual meeting after their election. At each annual meeting after such
classification, the number of directors equal to the number of the class whose
term expires at the time of such meeting shall be elected to hold office until
the second succeeding annual meeting, if there be two classes, or until the
third succeeding annual meeting, if there be three classes.
Section 3.04 Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw immediately
following, and at the same place as, the annual meeting of shareholders. The
Board of Directors may provide by resolution the time and place, either within
or without the state of incorporation, for the holding of additional regular
meetings without other notice than such resolution.
Section 3.05 Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the president, vice president,
or any two directors. The person or persons authorized to call special meetings
of the Board of Directors may fix any place, either within or without the state
of incorporation, as the place for holding any special meeting of the Board of
Directors called by them.
Section 3.06 Meetings by Telephone Conference Call. Members of the
Board of Directors may participate in a meeting of the Board of Directors or a
committee of the Board of Directors by means of conference telephone or similar
communication equipment by means of which all persons participating in the
meeting can hear each other, and participation in a meeting pursuant to this
Section shall constitute presence in person at such meeting.
Section 3.07 Notice. Notice of any special meeting shall be given at
least ten (10) days prior thereto by written notice delivered personally or
mailed to each director at his or her regular business address or residence, or
by telegram. If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail so addressed, with postage thereon prepaid.
If notice be given by telegram, such notice shall be deemed to be delivered when
the telegram is delivered to the telegraph company. Any director may waive
notice of any meeting. Attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting
solely for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened.
Section 3.08 Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, but if less than a majority is present at a meeting, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 3.09 Manner of Acting. The act of a majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, and the individual directors shall have no power as such.
Section 3. 10 Vacancies and Newly Created Directorship. If any
vacancies shall occur in the Board of Directors by reason of death, resignation
or otherwise, or if the number of directors shall be increased, the directors
then in office shall continue to act and such vacancies or newly created
directorships shall be filled by a vote of the directors then in office, though
less than a quorum, in any way approved by the meeting. Any directorship to be
filled by reason of removal of one or more directors by the shareholders may be
filled by election by the shareholders at the meeting at which the director or
directors are removed.
Section 3.11 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, and may be paid a fixed sum for attendance at each
meeting of the Board of Directors or a stated salary as director. No such
payment shall preclude any director from serving the corporation in any other
capacity and receiving compensation therefor.
Section 3.12 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 taken
unless his or her or her dissent shall be entered in the minutes of the meeting,
unless he or she shall file his or her or her 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 or certified 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.
Section 3.13 Resignations. A director may resign at anytime by
delivering a written resignation to either the president, a vice president, the
secretary, or assistant secretary, if any. The resignation shall become
effective on its acceptance by the Board of Directors; provided, that if the
board has not acted thereon within ten days from the date presented, the
resignation shall be deemed accepted.
Section 3.14 Written Consent to Action by Directors. Any action
required to be taken at a meeting, of the directors of the corporation or any
other action which may be taken at a meeting of the directors or of a committee,
may be taken without a meeting, if a consent in writing, setting forth the
action so taken, shall be signed by all of the directors, or all of the members
of the committee, as the case may be. Such consent shall have the same legal
effect as a unanimous vote of all the directors or members of the committee.
Section 3.15 Removal. At a meeting expressly called for that purpose,
one or more directors may be removed by a vote of a majority of the shares of
outstanding stock of the corporation entitled to vote at an election of
directors.
ARTICLE IV
OFFICERS
Section 4.01 Number. The officers of the corporation shall be a
president, one or more vice-presidents, as shall be determined by resolution of
the Board of Directors, a secretary, a treasurer, and such other officers as may
be appointed by the Board of Directors. The Board of Directors may elect, but
shall not be required to elect, a chairman of the board and the Board of
Directors may appoint a general manager.
Section 4.02 Election, Term of Office, and Qualifications. The officers
shall be chosen by the Board of Directors annually at its annual meeting. In the
event of failure to choose officers at an annual meeting of the Board of
Directors, officers may be chosen at any regular or special meeting of the Board
of Directors. Each such officer (whether chosen at an annual meeting of the
Board of Directors to fill a vacancy or otherwise) shall hold his or her office
until the next ensuing annual meeting of the Board of Directors and until his or
her successor shall have been chosen and qualified, or until his or her death,
or until his or her resignation or removal in the manner provided in these
Bylaws. Any one person may hold any two or more of such offices, except that the
president shall not also be the secretary. No person holding two or more offices
shall act in or execute any instrument in the capacity of more than one office.
The chairman of the board, if any, shall be and remain a director of the
corporation during the term of his or her office. No other officer need be a
director.
Section 4.03 Subordinate Officers, Etc. The Board of Directors from
time to time may appoint such other officers or agents as it may deem advisable,
each of whom shall have such title, hold office for such period, have such
authority, and perform such duties as the Board of Directors from time to time
may determine. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint any such subordinate officer or agents and
to prescribe their respective titles, terms of office, authorities, and duties.
Subordinate officers need not be shareholders or directors.
Section 4.04 Resignations. Any officer may resign at any time by
delivering a written resignation to the Board of Directors, the president, or
the secretary. Unless otherwise specified therein, such resignation shall take
effect on delivery.
Section 4.05 Removal. Any officer may be removed from office at any
special meeting of the Board of Directors called for that purpose or at a
regular meeting, by vote of a majority of the directors, with or without cause.
Any officer or agent appointed in accordance with the provisions of Section 4.03
hereof may also be removed, either with or without cause, by any officer on whom
such power of removal shall have been conferred by the Board of Directors.
Section 4.06 Vacancies and Newly Created Offices. If any vacancy shall
occur in any office by reason of death, resignation, removal, disqualification,
or any other cause, or if a new office shall be created, then such vacancies or
new created offices may be filled by the Board of Directors at any regular or
special meeting.
Section 4.07 The Chairman of the Board. The Chairman of the Board, if
there be such an officer, shall have the following powers and duties.
(a) He or she shall preside at all shareholders' meetings;
(b) He or she shall preside at all meetings of the Board of Directors;
and
(c) He or she shall be a member of the executive committee, if any.
Section 4.08 The President. The president shall have the following
powers and duties:
(a) If no general manager has been appointed, he or she shall be the
chief executive officer of the corporation, and, subject to the direction of the
Board of Directors, shall have general charge of the business, affairs, and
property of the corporation and general supervision over its officers,
employees, and agents,
(b) If no chairman of the board has been chosen, or if such officer is
absent or disabled, he or she shall preside at meetings of the shareholders and
Board of Directors;
(c) He or she shall be a member of the executive committee, if any;
(d) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(e) He or she shall have all power and shall perform all duties
normally incident to the office of a president of a corporation, and shall
exercise such other powers and perform such other duties as from time to time
may be assigned to him or her by the Board of Directors.
Section 4.09 The Vice Presidents. The Board of Directors may, from time
to time, designate and elect one or more vice presidents, one of whom may be
designated to serve as executive vice president. Each vice president shall have
such powers and perform such duties as from time to time may be assigned to him
or her by the Board of Directors or the president. At the request or in the
absence or disability of the president, the executive vice president or, in the
absence or disability of the executive vice president, the vice president
designated by the Board of Directors or (in the absence of such designation by
the Board of Directors) by the president, the senior vice president, may perform
all the duties of the president, and when so acting, shall have all the powers
of, and be subject to all the restrictions upon, the president.
Section 4.10 The Secretary. The secretary shall have the following
powers and duties:
(a) He or she shall keep or cause to be kept a record of all of the
proceedings of the meetings of the shareholders and of the board or directors in
books provided for that purpose;
(b) He or she shall cause all notices to be duly given in accordance
with the provisions of these Bylaws and as required by statute;
(c) He or she shall be the custodian of the records and of the seal of
the corporation, and shall cause such seal (or a facsimile thereof) to be
affixed to all certificates representing shares of the corporation prior to the
issuance thereof and to all instruments, the execution of which on behalf of the
corporation under its seal shall have been duly authorized in accordance with
these Bylaws, and when so affixed, he or she may attest the same;
(d) He or she shall assume that the books, reports, statements,
certificates, and other documents and records required by statute are properly
kept and filed;
(e) He or she shall have charge of the share books of the corporation
and cause the share transfer books to be kept in such manner as to show at any
time the amount of the shares of the corporation of each class issued and
outstanding, the manner in which and the time when such stock was paid for, the
names alphabetically arranged and the addresses of the holders of record
thereof, the number of shares held by each holder and time when each became such
holder or record; and he or she shall exhibit at all reasonable times to any
director, upon application, the original or duplicate share register. He or she
shall cause the share book referred to in Section 6.04 hereof to be kept and
exhibited at the principal office of the corporation, or at such other place as
the Board of Directors shall determine, in the manner and for the purposes
provided in such Section;
(f) He or she shall be empowered to sign certificates representing
shares of the corporation, the issuance of which shall have been authorized by
the Board of Directors; and
(g) He or she shall perform in general all duties incident to the
office of secretary and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her by the Board of
Directors or the president.
Section 4.11 The Treasurer. The treasurer shall have the following
powers and duties:
(a) He or she shall have charge and supervision over and be responsible
for the monies, securities, receipts, and disbursements of the corporation;
(b) He or she shall cause the monies and other valuable effects of the
corporation to be deposited in the name and to the credit of the corporation in
such banks or trust companies or with such banks or other depositories as shall
be selected in accordance with Section 5.03 hereof,
(c) He or she shall cause the monies of the corporation to be disbursed
by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the
authorized depositories of the corporation, and cause to be taken and preserved
property vouchers for all monies disbursed;
(d) He or she shall render to the Board of Directors or the president,
whenever requested, a statement of the financial condition of the corporation
and of all of this transactions as treasurer, and render a full financial report
at the annual meeting of the shareholders, if called upon to do so;
(e) He or she shall cause to be kept correct books of account of all
the business and transactions of the corporation and exhibit such books to any
director on request during business hours;
(f) He or she shall be empowered from time to time to require from all
officers or agents of the corporation reports or statements given such
information as he or she may desire with respect to any and all financial
transactions of the corporation; and
(g) He or she shall perform in general all duties incident to the
office of treasurer and such other duties as are given to him or her by these
Bylaws or as from time to time may be assigned to him or her by the Board of
Directors or the president.
Section 4.12 General Manager. The Board of Directors may employ and
appoint a general manager who may, or may not, be one of the officers or
directors of the corporation. The general manager, if any shall have the
following powers and duties:
(a) He or she shall be the chief executive officer of the corporation
and, subject to the directions of the Board of Directors, shall have general
charge of the business affairs and property of the corporation and general
supervision over its officers, employees, and agents:
(b) He or she shall be charged with the exclusive management of the
business of the corporation and of all of its dealings, but at all times subject
to the control of the Board of Directors;
(c) Subject to the approval of the Board of Directors or the executive
committee, if any, he or she shall employ all employees of the corporation, or
delegate such employment to subordinate officers, and shall have authority to
discharge any person so employed; and
(d) He or she shall make a report to the president and directors as
often as required, setting forth the results of the operations under his or her
charge, together with suggestions looking toward improvement and betterment of
the condition of the corporation, and shall perform such other duties as the
Board of Directors may require.
Section 4.13 Salaries. The salaries and 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 appointed in accordance with the provisions of
Section 4.03 hereof. No officer shall be prevented from receiving any such
salary or compensation by reason of the fact that he or she is also a director
of the corporation.
Section 4.14 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 or her
duties to the corporation, including responsibility for negligence and for the
accounting of all property, monies, or securities of the corporation which may
come into his or her hands.
ARTICLE V
EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,
AND DEPOSIT OF CORPORATE FUNDS
Section 5.01 Execution of Instruments. Subject to any limitation
contained in the Articles of Incorporation or these Bylaws, the president or any
vice president or the general manager, if any, may, in the name and on behalf of
the corporation, execute and deliver any contract or other instrument authorized
in writing by the Board of Directors. The Board of Directors may, subject to any
limitation contained in the Articles of Incorporation or in these Bylaws,
authorize in writing any officer or agent to execute and delivery any contract
or other instrument in the name and on behalf of the corporation; any such
authorization may be general or confined to specific instances.
Section 5.02 Loans. No loans or advances 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, transferred, or conveyed
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.
Section 5.03 Deposits. All monies of the corporation not otherwise
employed shall be deposited from time to time to its credit in such banks and or
trust companies or with such bankers or other depositories as the Board of
Directors may select, or as from time to time may be selected by any officer or
agent authorized to do so by the Board of Directors,
Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances,
checks, endorsements, and, subject to the provisions of these Bylaws, evidences
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 deposit to the
credit of the corporation in any of its duly authorized depositories shall be in
such manner as the Board of Directors from time to time may determine.
Section 5.05 Bonds and Debentures. Every bond or debenture issued by
the corporation shall be evidenced by an appropriate instrument which shall be
signed by the president or a vice president and by the secretary and sealed with
the seal of the corporation. The seal may be a 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 a facsimile.
In case any officer who signed, or whose facsimile signature has been used on
any such bond or debenture, should 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 through the person who signed it or whose facsimile signature has
been used thereon had not ceased to be such officer.
Section 5.06 Sale, Transfer- Etc. of Securities. Sales, transfers,
endorsements, and assignments of stocks, bonds, and other securities owned by or
standing in the name of the corporation, and the execution and delivery on
behalf of the corporation of any and all instruments in writing incident to any
such sale, transfer, endorsement, or assignment, shall be effected by the
president, or by any vice president, together with the secretary, or by any
officer or agent thereunto authorized by the Board of Directors.
Section 5.07 Proxies. Proxies to vote with respect to shares of other
corporations owned by or standing in the name of the corporation shall be
executed and delivered on behalf of the corporation by the president or any vice
president and the secretary or assistant secretary of the corporation, or by any
officer or agent thereunder authorized by the Board of Directors.
ARTICLE VI
CAPITAL SHARES
Section 6.01 Share Certificates. Every holder of shares in the
corporation shall be entitled to have a certificate, signed by the president or
any vice president and the secretary or assistant secretary, and sealed with the
seal (which may be a facsimile, engraved or printed) of the corporation,
certifying the number and kind, class or series of shares owned by him or her in
the corporation; provided, however, that where such a certificate is
countersigned by (a) a transfer agent or an assistant transfer agent, or (b)
registered by a registrar, the signature of any such president, vice president,
secretary, or assistant secretary may be a facsimile. In case any officer who
shall have signed, or whose facsimile signature or signatures shall have been
used on any such certificate, shall cease to be such officer of the corporation,
for any reason, before the delivery of such certificate by the corporation, such
certificate may nevertheless be adopted by the corporation and be issued and
delivered as though the person who signed it, or whose facsimile signature or
signatures shall have been used thereon, has not ceased to be such officer.
Certificates representing shares of the corporation shall be in such form as
provided by the statutes of the state of incorporation. There shall be entered
on the share books of the corporation at the time of issuance of each share, the
number of the certificate issued, the name and address of the person owning the
shares represented thereby, the number and kind, class or series of such shares,
and the date of issuance thereof Every certificate exchanged or returned to the
corporation shall be marked "Canceled" with the date of cancellation.
Section 6.02 Transfer of Shares. Transfers of shares of the corporation
shall be made on the books of the corporation by the holder of record thereof,
or by his or her attorney thereunto duly authorized by a power of attorney duly
executed in writing and filed with the secretary of the corporation or any of
its transfer agents, and on surrender of the certificate or certificates,
properly endorsed or accompanied by proper instruments of transfer, representing
such shares. Except as provided by law, the corporation and transfer agents and
registrars, if any, shall be entitled to treat the holder of record of any stock
as the absolute owner thereof for all purposes, and accordingly, shall not be
bound to recognize any legal, equitable, or other claim to or interest in such
shares on the part of any other person whether or not it or they shall have
express or other notice thereof.
Section 6.03 Regulations. Subject to the provisions of this Article VI
and of the Articles of Incorporation, the Board of Directors may make such rules
and regulations as they may deem expedient concerning the issuance, transfer,
redemption, and registration of certificates for shares of the corporation.
Section 6.04 Maintenance of Stock Ledger at Principal Place of
Business. A share book (or books where more than one kind, class, or series of
stock is outstanding) shall be kept at the principal place of business of the
corporation, or at such other place as the Board of Directors shall determine,
containing the names, alphabetically arranged, of original shareholders of the
corporation, their addresses, their interest, the amount paid on their shares,
and all transfers thereof and the number and class of shares held by each. Such
share books shall at all reasonable hours be subject to inspection by persons
entitled by law to inspect the same.
Section 6.05 Transfer Agents and Registrars. The Board of Directors may
appoint one or more transfer a ' gents and one or more registrars with respect
to the certificates representing shares of the corporation, and may require all
such certificates to bear the signature of either or both. The Board of
Directors may from time to time define the respective duties of such transfer
agents and registrars. No certificate for shares shall be valid until
countersigned by a transfer agent, if at the date appearing thereon the
corporation had a transfer agent for such shares, and until registered by a
registrar, if at such date the corporation had a registrar for such shares.
Section 6.06 Closing, of Transfer Book-, and Fixing, of Record Date.
(a) The Board of Directors shall have power to close the share books of
the corporation for a period of not to exceed 50 days preceding the date of any
meeting of shareholders, or the date for payment of any dividend, or the date
for the allotment of rights, or capital shares shall go into effect, or a date
in connection with obtaining the consent of shareholders for any purpose.
(b) In lieu of closing the share transfer books as aforesaid, the Board
of Directors may fix in advance a date, not exceeding 50 days preceding the date
of any meeting of shareholders, or the date for the payment of any dividend, or
the date for the allotment of rights, or the date when any change or conversion
or exchange of capital shares shall go into effect, or a date in connection with
obtaining any such consent, as a record date for the determination of the
shareholders entitled to a notice of, and to vote at, any such meeting and any
adjournment thereof, or entitled to receive payment of any such dividend, or to
any such allotment of rights, or to exercise the rights in respect of any such
change, conversion or exchange of capital stock, or to give such consent.
(c) If the share transfer books shall be closed or a record date set
for the purpose of determining shareholders entitled to notice of or to vote at
a meeting of shareholders, such books shall be closed for, or such record date
shall be, at least ten (10) days immediately preceding such meeting.
Section 6.07 Lost or Destroyed Certificates. The corporation may issue
a new certificate for shares of the corporation in place of any certificate
theretofore issued by it, alleged to have been lost or destroyed, and the Board
of Directors may, in its discretion, require the owner of the lost or destroyed
certificate or his or her legal representatives, to give the corporation a bond
in such form and amount as the Board of Directors may direct, and with such
surety or sureties as may be satisfactory to the board, to indemnify the
corporation and its transfer agents and registrars, if any, against any claims
that may be made against it or any such transfer agent or registrar on account
of the issuance of such new certificate. A new certificate may be issued without
requiring any bond when, in the judgment of the Board of Directors, it is proper
to do so.
Section 6.08 No Limitation on Voting, Rights; Limitation on Dissenter's
Rights. To the extent permissible under the applicable law of any jurisdiction
to which the corporation may become subject by reason of the conduct of
business, the ownership of assets, the residence of shareholders, the location
of offices or facilities, or any other item, the corporation elects not to be
governed by the provisions of any statute that (i) limits, restricts, modified,
suspends, terminates, or otherwise affects the rights of any shareholder to cast
one vote for each share of common stock registered in the name of such
shareholder on the books of the corporation, without regard to whether such
shares were acquired directly from the corporation or from any other person and
without regard to whether such shareholder has the power to exercise or direct
the exercise of voting power over any specific fraction of the shares of common
stock of the corporation issued and outstanding or (11) grants to any
shareholder the right to have his or her stock redeemed or purchased by the
corporation or any other shareholder on the acquisition by any person or group
of persons of shares of the corporation. In particular, to the extent permitted
under the laws of the state of incorporation, the corporation elects not to be
governed by any such provision, or any statute of similar effect or tenor.
ARTICLE VII
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
Section 7.01 How Constitute. The Board of Directors may designate an
executive committee and such other committees as the Board of Directors may deem
appropriate, each of which committees shall consist of two or more directors.
Members of the executive committee and of any such other committees shall be
designated annually at the annual meeting of the Board of Directors; provided,
however, that at any time the Board of Directors may abolish or reconstitute the
executive committee or any other committee. Each member of the executive
committee and of any other committee shall hold office until his or her
successor shall have been designated or until his or her resignation or removal
in the manner provided in these Bylaws.
Section 7.02 Powers. During the intervals between meetings of the Board
of Directors, the executive committee shall have and may exercise all powers of
the Board of Directors in the management of the business and affairs of the
corporation, except for the power to fill vacancies in the Board of Directors or
to amend these Bylaws, and except for such powers as by law may not be delegated
by the Board of Directors to an executive committee.
Section 7.03 Proceedings. The executive committee, and such other
committees as may be designated hereunder by the Board of Directors, may fix its
own presiding and recording officer or officers, and may meet at such place or
places, at such time or times and on such notice (or without notice) as it shall
determine from time to time. It will keep a record of its proceedings and shall
report such proceedings to the Board of Directors at the meeting of the Board of
Directors next following.
Section 7.04 Quorum and Manner of Acting. At all meeting of the
executive committee, and of such other committees as may be designated hereunder
by the Board of Directors, the presence of members constituting a majority of
the total authorized membership of the committee shall be necessary and
sufficient to constitute a quorum for the transaction of business, and the act
of a majority of the members present at any meeting at which a quorum is present
shall be the act of such committee. The members of the executive committee, and
of such other committees as may be designated hereunder by the Board of
Directors, shall act only as a committee and the individual members thereof
shall have no powers as such.
Section 7.05 Resignations. Any member of the executive committee, and
of such other committees as may be designated hereunder by the Board of
Directors, may resign at any time by delivering a written resignation to either
the president, the secretary, or assistant secretary, or to the presiding
officer of the committee of which he or she is a member, if any shall have been
appointed and shall be in office. Unless otherwise specified herein, such
resignation shall take effect on delivery.
Section 7.06 Removal. The Board of Directors may at any time remove any
member of the executive committee or of any other committee designated by it
hereunder either for or without cause.
Section 7.07 Vacancies. If any vacancies shall occur in the executive
committee or of any other committee designated by the Board of Directors
hereunder, by reason of disqualification, death, resignation, removal, or
otherwise, the remaining members shall, until the filling of such vacancy,
constitute the then total authorized membership of the committee and, provided
that two or more members are remaining, continue to act.
Such vacancy may be filled at any meeting of the Board of Directors.
Section 7.08 Compensation. The Board of Directors may allow a fixed sum
and expenses of attendance to any member of the executive committee, or of any
other committee designated by it hereunder, who is not an active salaried
employee of the corporation for attendance at each meeting of said committee.
ARTICLE VIII
INDEMNIFICATION, INSURANCE, AND
OFFICER AND DIRECTOR CONTRACTS
Section 8.01 Indemnification: Third Party Actions. The corporation
shall have the power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action,
or suit by or in the right of the corporation to procure a judgment in its favor
by reason of the fact that he or she 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 or her in connection with any such action, suit or
proceeding, if he or she acted in good faith and in a manner 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. The termination of
any action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act 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, he or she
had reasonable cause to believe that his or her conduct was unlawful.
Section 8.02 Indemnification: Corporate Actions. The corporation shall
have the power to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he or she 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) actually and reasonably incurred by him or her in connection with the
defense or settlement of such action or suit, if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue, or matter as to which such a person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his or her duty to the corporation, unless and only to the extent that the court
in which the action or suit was brought shall determine on application that,
despite the adjudication of liability but in view of all circumstances of the
case, the person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 8.03 Determination. To the extent that a director, officer,
employee, or agent of the corporation has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in Sections
8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith. Any
other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the
corporation upon a determination that indemnification of the officer, director,
employee, or agent is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such
determination shall be made either (i) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit, or proceeding; or (ii) by independent legal counsel on a written opinion;
or (iii) by the shareholders by a majority vote of a quorum of shareholders at
any meeting duly called for such purpose.
Section 8.04 General Indemnification. The indemnification provided by
this Section shall not be deemed exclusive of any other indemnification granted
under any provision of any statute, in the corporation's Articles of
Incorporation, these Bylaws, agreement, vote of shareholders or disinterested
directors, or otherwise, both as to action in his or her official capacity and
as to action in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, or agent, and
shall inure to the benefit of the heirs and legal representatives of such a
person.
Section 8.05 Advances. Expenses incurred in defending a civil or
criminal action, suit, or proceeding, as contemplated in this Section may be
paid by the corporation in advance of the final disposition of such action,
suit, or proceeding upon a majority vote of a quorum of the Board of Directors
and upon receipt of an undertaking by or on behalf of the director, officers,
employee, or agent to repay such amount or amounts unless if it is ultimately
determined that he or she is to indemnified by the corporation as authorized by
this Section.
Section 8.06 Scope of Indemnification. The indemnification authorized
by this Section shall apply to all present and future directors, officers,
employees, and agents of the corporation and shall continue as to such persons
who ceases to be directors, officers, employees, or agents of the corporation,
and shall inure to the benefit of the heirs, executors, and administrators of
all such persons and shall be in addition to all other indemnification permitted
by law.
8.07. Insurance. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, 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 any liability asserted against him
or her and incurred by him or her in any such capacity, or arising out of his or
her status as such, whether or not the corporation would have the power to
indemnify him or her against any such liability and under the laws of the state
of incorporation, as the same may hereafter be amended or modified.
ARTICLE IX
FISCAL YEAR
The fiscal year of the corporation shall be fixed by resolution of the
Board of Directors.
ARTICLE X
DIVIDENDS
The Board of Directors may from time to time declare, and the
corporation may pay, dividends on its outstanding shares in the manner and on
the terms and conditions provided by the Articles of Incorporation and these
Bylaws.
ARTICLE XI
AMENDMENTS
All Bylaws of the corporation, whether adopted by the Board of
Directors or the shareholders, shall be subject to amendment, alteration, or
repeal, and new Bylaws may be made, except that:
(a) No Bylaws adopted or amended by the shareholders shall be altered
or repealed by the Board of Directors.
(b) No Bylaws shall be adopted by the Board of Directors which shall
require more than a majority of the voting shares for a quorum at a meeting of
shareholders, or more than a majority of the votes cast to constitute action by
the shareholders, except where higher percentages are required by law; provided,
however that (i) if any Bylaw regulating an impending election of directors is
adopted or amended or repealed by the Board of Directors, there shall be set
forth in the notice of the next meeting of shareholders for the election of
directors, the Bylaws so adopted or amended or repealed, together with a concise
statement of the changes made; and (11) no amendment, alteration or repeal of
this Article XI shall be made except by the shareholders.
CERTIFICATE OF SECRETARY
The undersigned does hereby certify that he or she is the secretary of
One World Online Incorporated, a corporation duly organized and existing, under
and by virtue of the laws of the State of Utah; that the above and foregoing
Bylaws of said corporation were duly and regularly adopted as such by the Board
of Directors of the corporation at a meeting of the Board of Directors, which
was duly and regularly held on the 12th day of November, 1998, and that the
above and foregoing Bylaws are now in full force and effect.
DATED THIS 12th day of November.
/s/ Sheryl Ross
----------------------
Sheryl Ross, Secretary
EXHIBIT 3(ii).3
(Bylaws of OWOL Technologies)BY-LAWS
of
NORTHWEST TERRITORIES, INC.
A COLORADO CORPORATION
ARTICLE I
OFFICES
Section 1. The principal office of the Corporation shall be at 899 So.
Artistic Circle, Springville, UT 84663. The Corporation may have such other
offices, either within or without the State of Utah as the Board of Directors
may designate or as the business of the Corporation may require from time to
time.
The registered office of the Corporation required by the Nevada
Business Corporation Act to be maintained in the State of Nevada may be, but
need not be, identical with the principal offices in the State of Nevada, and
the address of the registered office may be changed, from time to time, by the
Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The annual meeting of stockholders shall be
held at the principal office of the Corporation, at 899 So. Artistic Circle,
Springville, UT 84663 or at such other places on the third Monday of April, or
at such other times as the Board of Directors may, from time to time, determine.
If the day so designated falls upon a legal holiday then the meeting shall be
held upon the first business day thereafter. The Secretary shall serve
personally or by mail a written notice thereof, not less than ten (10) nor more
than fifty (50) days previous to such meeting, addressed to each stockholder at
his address as it appears on the stock book; but at any meeting at which all
stockholders shall be present, or of which all stockholders not present have
waived notice in writing, the giving of notice as above required may be
dispensed with.
Section 2. Special Meetings. Special meetings of stockholders other
than those regulated by statute, may be called at any time by a majority of the
Directors. Notice of such meeting stating, the place, day and hour and the
purpose for which it is called shall be served personally or by mail, not less
than ten (10) days before the date set for such meeting. If mailed, it shall be
directed to a stockholder at his address as it appears on the stock book; but at
any meeting at which all stockholders shall be present, or of which stockholders
not present have waived notice in writing, the giving of notice as above
described may be dispensed with. The Board of Directors shall also, in like
manner, call a special meeting of stockholders whenever so requested in writing
by stockholders representing not less than ten percent (10%) of the capital
stock of the Corporation entitled to vote at the meeting. The President may in
his discretion call a special meeting of stockholders upon ten (10) days notice.
No business other than that specified in the call for the meeting shall be
transacted at any special meeting of the stockholders, except upon the unanimous
consent of all the stockholders entitled to notice thereof.
Section 3. Closing of Transfer Books or fixing of Record Date. For the
purpose of determining stockholders entitled to receive notice of or to vote at
any meeting of stockholders or any adjournment thereof, or stockholders entitled
to receive payment of any dividend; or in order to make a determination of
stockholders for any other proper purpose, the Board of Directors of the
Corporation may provide that the stock transfer books shall be closed for a
stated period not to exceed, in any case, fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a meeting of stockholders, such books shall be closed
for a least ten (10) days immediately preceding such meeting. In lieu of closing
the stock transfer books, the Board of Directors may fix in advance a date as
the record date for any such determination of stockholders, such date in any
case to be not more than fifty (50) days, and in case of a meeting of
stockholders, not less than ten (10) days prior to the date on which the
particular action, requiring such determination of stockholders, is to be taken.
If the stock transfer books are not closed, and no record date is fixed for the
determination of stockholders entitled to receive notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on which
the resolution of the Board of Directors declaring such dividend is adopted, as
the case may be, shall be the record date for such determination as to
stockholders. When a determination of stockholders entitled to vote at any
meeting of stockholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
Section 4. Voting. At all meetings of the stockholders of record having
the right to vote, subject to the provisions of Section 3, each stockholder of
the Corporation is entitled to one (1) vote for each share of stock having
voting power standing in the name of such stockholder on the books of the
Corporation. Votes may be cast in person or by written authorized proxy.
Section 5. Proxy. Each proxy must be executed in writing by the
stockholder of the Corporation or his duly authorized attorney. No proxy shall
be valid after the expiration of eleven (11) months from the date of its
execution unless it shall have specified therein its duration.
Every proxy shall be revocable at the discretion of the person
executing it or of his personal representatives or assigns.
Section 6. Voting of Shares by Certain Holders. Shares standing in the
name of another corporation may be voted by such officer, agent or proxy as the
by-laws of such corporation may prescribe, or, in the absence of such provision,
as the Board of Directors of such corporation may determine.
Shares held by an administrator, executor, guardian or conservator may
be noted by him either in person or by proxy without a transfer of such shares
into his name. Shares standing in the name of a trustee may be voted by him
either in person or by proxy, but no trustee shall be entitled to vote shares
held by him without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer thereof into his name if authority so to do
be contained in an appropriate Order of the Court by which such receiver was
appointed.
A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledge, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Shares of its own stock belonging to the Corporation or held by it in a
fiduciary capacity shall not be voted, directly or indirectly, at any meeting,
and shall not be counted in determining the total number of outstanding shares
at any given time.
Section 7. Election of Directors. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected and for whose election he has a right to vote.
There shall be no cumulative voting.
Section 8. 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 the stockholders.
If a quorum shall not be present or represented, the stockholders
entitled to vote thereat, present in person or by proxy, shall have the power to
adjourn the meeting, from time to time, until a quorum shall be present or
represented. At such rescheduled meeting at which a quorum shall be present or
represented any business or any specified item of business may be transacted
which might have been transacted at the meeting as originally notified.
The number of votes or consents of the holders of stock having voting
power which shall be necessary for the transaction of any business or any
specified item of business at any meeting of stockholders, or the giving of any
consent, shall be a majority of the outstanding shares of the Corporation
entitled to vote.
Section 9. Informal Action by Stockholders. Any action required or
permitted to be taken by the stockholders of the Corporation may be effected by
any consent in writing by such holders, signed by holders of not less than that
number of shares of Common Stock required to approve such action.
ARTICLE III
DIRECTORS
Section 1. Number. The affairs and business of this Corporation shall
be managed by a Board of Directors. The present Board of Directors shall consist
of one (1) member. Thereafter the number of Directors may be increased to not
more than nine (9) by resolution of the Board of Directors. Directors need not
be residents of the State of Nevada and need not be stockholders of the
Corporation.
Section 2. Election. The Directors shall be elected at each annual
meeting of the stockholders, but if any such annual meeting is not held, or the
Directors are not elected thereat, the Directors may be elected at any special
meeting of the stockholders held for that purpose.
Section 3. Term of Office. The term of office of each of the Directors
shall be one (1) year, which shall continue until his successor has been elected
and qualified.
Section 4. Duties. The Board of Directors shall have the control and
general management of the affairs and business of the Corporation. Such
Directors shall in all cases act as a Board, regularly convened, and may adopt
such rules and regulations for the conduct of meetings and the management of the
Corporation, as may be deemed proper, so long as it is not inconsistent with
these By-Laws and the laws of the State of Nevada.
Section 5. Directors' Meetings. Regular meetings of the Board of
Directors shall be held immediately following the annual meeting of the
stockholders, and at such other time and places as the Board of Directors may
determine. Special meetings of the Board of Directors may be called by the
President or the Secretary upon the written request of one (1) Director.
Section 6. Notice of Meetings. Notice of meetings other than the
regular annual meeting shall be given by service upon each Director in person,
or by mailing to him at his last known address, at least three (3) days before
the date therein designated for such meeting, of a written notice thereof
specifying the time and place of such meeting, and the business to be brought
before the meeting, and no business other than that specified in such notice
shall be transacted at any special meeting. At any Directors' meeting at which a
quorum of the Board of Directors shall be present (although held without
notice), any and all business may be transacted which might have been transacted
if the meeting had been duly called if a quorum of the Directors waive or are
willing to waive the notice requirements of such meeting.
Any Directors may waive notice of any meeting under the provisions of
Article X11. The attendance of a Director at a meeting shall constitute a waiver
of notice of such meeting except where a Director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully convened or called.
Section 7. Voting. At all meetings of the Board of Directors, each
Director is to have one (1) vote. The act of a majority of the Directors present
at a meeting at which a quorum is present shall be the act of the Board of
Directors.
Section 8. Newly Created Directorships and Vacancies. Newly created
directorships resulting from any increase in the number of Directors and any
vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other cause shall be filled only by the affirmative
vote of a majority of the remaining Directors then in office, even though less
than a quorum of the Board of Directors. No decrease in the number of Directors
constituting the Board of Directors shall shorten the term of any incumbent
Director.
Section 9. Removal of Directors. Any Director may be removed from
office, with or without cause, only by the affirmative vote of the holders of 5
1 % of the voting power of all shares of the Corporation entitled to vote
generally in the election of Directors, voting together as a single class.
Section 10. Quorum. The number of Directors who shall be present at any
meeting of the Board of Directors in order to constitute a quorum for the
transaction of any business or any specified item of business shall be a
majority.
The number of votes of Directors that shall be necessary for the
transaction of any business of any specified item of business at any meeting of
the Board of Directors shall be a majority.
If a quorum shall not be present at any meeting of the Board of
Directors, those present may adjourn the meeting, from time to time, until a
quorum shall be present.
Section 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 each may be paid a stated salary as Director. No such
payment shall preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
Section 12. 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 taken unless
his dissent is entered in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the Secretary of the
meeting before the adjournment thereof or shall forward such dissent by
registered or certified mail to the Secretary of the Corporation immediately
after the adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
ARTICLE IV
OFFICERS
Section 1. Number. The officers of the Corporation shall be: President,
Vice-President, Secretary, and Treasurer, and such assistant Secretaries as the
President shall determine.
Any officer may hold more than one (1) office.
Section 2. Election. All officers of the Corporation shall be elected
annually by the Board of Directors at its meeting held immediately following the
meeting of stockholders, and shall hold office for the term of one (1) year or
until their successors are duly elected. Officers need not be members of the
Board of Directors.
The Board may appoint such other officers, agents and employees as it
shall deem necessary who shall have such authority and shall perform such duties
as, from time to time, shall be prescribed by the Board.
Section 3. Duties of Office. The duties and powers of the officers of
the Corporation shall be as follows:
PRESIDENT
The President shall preside at all meetings of the stockholders. He
shall present at each annual meeting of the stockholders and Directors a report
of the condition of the business of the Corporation. He shall cause to be called
regular and special meetings of these stockholders and Directors in accordance
with these By-Laws. He shall appoint and remove, employ and discharge, and fix
the compensation of all agents, employees, and clerks of the Corporation other
than the duly appointed officers, subject to the approval of the Board of
Directors. He shall sign and make all contracts and agreements in the name of
the Corporation, subject to the approval of the Board of Directors. He shall see
that the books, reports, statements and certificates required by the statutes
are properly kept, made and filed according to law. He shall sign all
certificates of stock, notes, drafts, or bills of exchange, warrants or other
orders for the payment of money duly drawn by the Treasurer; and he shall
enforce these By-Laws and perform all the duties incident to the position and
office, and which are required by law.
VICE-PRESIDENT
During the absence or inability of the President to render and perform
his duties or exercise his powers, as set forth in these By-Laws or in the
statutes under which the Corporation is organized, the same shall be performed
and exercised by the Vice-President; and when so acting, he shall have all the
powers and be subject to all the responsibilities hereby given to or imposed
upon such President.
SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of
Directors and of the stockholders in appropriate books. He shall give and serve
all notices of the Corporation. He shall be custodian of the records and of the
corporate seal and affix the latter when required. He shall keep the stock and
transfer books in the manner prescribed by law, so as to show at all times the
amount of capital stock issued and outstanding; the manner and the time
compensation for the same was paid; the names of the owners thereof,
alphabetically arranged; the number of shares owned by each; the time at which
each person became such owner; and the amount paid thereon; and keep such stock
and transfer books open daily during the business hours of the office of the
Corporation, subject to the inspection of any stockholder of the Corporation,
and permit such stockholder to make extracts from said books to the extent
prescribed by law. He shall sign all certificates of stock. He shall present to
the Board of Directors at their meetings all communications addressed to him
officially by the President or any officer or stockholder of the Corporation;
and he shall attend to all correspondence and perform all the duties incident to
the office of Secretary.
TREASURER
The Treasurer shall have the care and custody of and be responsible for
all the funds and securities of the Corporation, and deposit all such funds in
the name of the Corporation in such bank or banks, trust company or trust
companies or safe deposit vaults as the Board of Directors may designate. He
shall exhibit at all reasonable times his books and accounts to any Director or
stockholder of the Corporation upon application at the office of the Corporation
during business hours. He shall render a statement of the conditions of the
finances of the Corporation at each regular meeting of the Board of Directors,
and at such other times as shall be required of him, and a full financial report
at the annual meeting of the stockholders. He shall keep, at the office of the
Corporation, correct books of account of all its business and transactions and
such other books of account as the Board of Directors may require. He shall do
and perform all duties appertaining to the office of Treasurer. The Treasurer
shall, if required by the Board of Directors, give to the Corporation such
security for the faithful discharge of his duties as the Board may direct.
Section 4. Bond. The Treasurer shall, if required by the Board of
Directors, give to the Corporation such security for the faithful discharge of
his duties as the Board may direct.
Section 5. Vacancies, How Filled. All vacancies in any office shall be
filled by the Board of Directors without undue delay, either at its regular
meeting or at a meeting specifically called for that purpose. In the case of the
absence of any officer of the Corporation or for any reason that the Board of
Directors may deem sufficient, the Board may, except as specifically otherwise
provided in these By-Laws, delegate the power or duties of such officers to any
other officer or Director for the time being; provided, a majority of the entire
Board concur therein.
Section 6. Compensation of Officers. The officers shall receive such
salary or compensation as may be determined by the Board of Directors.
Section 7. Removal of Officers. The Board of Directors may remove any
officer, by a majority vote, at any time with or without cause.
ARTICLE V
CERTIFICATES OF STOCK
Section 1. Description of Stock Certificates. The certificates of stock
shall be numbered and registered in the order in which they are issued. They
shall be bound in a book and shall be issued in consecutive order therefrom, and
in the margin thereof shall be entered the name of the person owning the shares
therein represented, with the number of shares and the date thereof Such
certificates shall exhibit the holder's name and number of shares. They shall be
signed by the President or Vice President, and countersigned by the Secretary or
Treasurer and sealed with the Seal of the Corporation.
Section 2. Transfer of Stock. The stock of the Corporation shall be
assignable and transferable on the books of the Corporation only by the person
in whose name it appears on said books, his legal representatives or by his duly
authorized agent. In case of transfer by attorney, the power of attorney, duly
executed and acknowledged, shall be deposited with the Secretary. In all cases
of transfer the former certificate must be surrendered up and canceled before a
new certificate may be issued. No transfer shall be made upon the books of the
Corporation within ten (10) days next preceding the annual meeting of the
stockholders.
Section 3. Lost Certificates. If a stockholder shall claim to have lost
or destroyed a certificate or certificates of stock issued by the Corporation,
the Board of Directors may, at its discretion, direct a new certificate or
certificates to be issued, upon the making of an affidavit of that fact by the
person claiming the certificate of stock to be lost or destroyed, and upon the
deposit of a bond or other indemnity in such form and with such sureties if any
that the Board may require.
ARTICLE VI
SEAL
Section 1. Seal. The seal of the Corporation shall be as follows:
NO SEAL IN USE AT THIS TIME
ARTICLE VIII
DIVIDENDS
Section 1. When Declared. The Board of Directors shall by vote declare
dividends from the surplus profits of the Corporation whenever, in their
opinion, the condition of the Corporation's affairs will render it expedient for
such dividends to be declared.
Section 2. Reserve. The Board of Directors may set aside, out of the
net profits of the Corporation available for dividends, such sum or sums (before
payment of any dividends) as the Board, in their absolute discretion, think
proper as a reserve fund, to meet contingencies, or for equalizing dividends, or
for repairing or maintaining any property of the Corporation, or for such other
purpose as the Directors shall think conducive to the interest of the
Corporation, and they may abolish or modify any such reserve in the manner in
which it was created.
ARTICLE VIII
INDEMNIFICATION
Section 1. Any person made a party to or involved in any civil,
criminal or administrative action, suit or proceeding by reason of the fact that
he or his testator or intestate is or was a Director, officer, or employee of
the Corporation, or of any corporation which he, the testator, or intestate
served as such at the request of the Corporation, shall be indemnified by the
Corporation against expenses reasonably incurred by him or imposed on him in
connection with or resulting from the defense of such action, suit, or
proceeding and in connection with or resulting from any appeal thereon, except
with respect to matters as to which it is adjudged in such action, suit or
proceeding that such officer, Director, or employee was liable to the
Corporation, or to such other corporation, for negligence or misconduct in the
performance of his duty. As used herein the term "expense" shall include all
obligations incurred by such person for the payment of money, including without
limitation attorney's fees, judgments, awards, fines, penalties, and amounts
paid in satisfaction of judgment or in settlement of any such action, suit, or
proceedings, except amounts paid to the Corporation or such other corporation by
him.
A judgment of conviction whether based on plea of guilty or nolo
contendere or its equivalent, or after trial, shall not of itself be deemed an
adjudication that such Director, officer or employee is liable to the
Corporation, or such other corporation, for negligence or misconduct in the
performance of his duties. Determination of the rights of such indemnification
and the amount thereof may be made at the option of the person to be indemnified
pursuant to procedure set forth, from time to time, in the By-Laws, or by any of
the following procedures: (a) order of the Court or administrative body or
agency having jurisdiction of the action, suit, or proceeding; (b) resolution
adopted by a majority of the quorum of the Board of Directors of the Corporation
without counting in such majority any Directors who have incurred expenses in
connection with such action, suit or proceeding; (c) if there is no quorum of
Directors who have not incurred expense in connection with such action, suit, or
proceeding, then by resolution adopted by a majority of the committee of
stockholders and Directors who have not incurred such expenses appointed by the
Board of Directors; (d) resolution adopted by a majority of the quorum of the
Directors entitled to vote at any meeting; or (e) Order of any Court having
jurisdiction over the Corporation. Any such determination that a payment byway
of indemnity should be made will be binding upon the Corporation. Such right of
indemnification shall not be exclusive of any other right which such Directors,
officers, and employees of the Corporation and the other persons above mentioned
may have or hereafter acquire, and without limiting the generality of such
statement, they shall be entitled to their respective rights of indemnification
under any By-Law, Agreement, vote of stockholders, provision of law, or
otherwise in addition to their rights under this Article. The provision of this
Article shall apply to any member of any committee appointed by the Board of
Directors as fully as though each person and been a Director, officer or
employee of the Corporation.
ARTICLE IX
AMENDMENTS
Section 1. How Amended. These By-Laws may be altered, amended, repealed
or added to by the vote of the Board of Directors of the Corporation at any
regular meeting of said Board, or at a special meeting of Directors called for
that purpose provided a quorum of the Directors as provided by law and by the
Articles of Incorporation, are present at such regular meeting or special
meeting. These By-Laws and any amendments thereto and new By-Laws added by the
Directors may be amended, altered or replaced by the stockholders at any annual
or special meeting of the stockholders.
ARTICLE X
FISCAL YEAR
Section 1. Fiscal Year. The fiscal year shall end on the 31st day of
DECEMBER.
ARTICLE XI
WAIVER OF NOTICE
Section 1. Whenever any notice is required to be given to any
shareholders or directors of the Corporation under the provisions of these
By-Laws, under the Articles of Incorporation or under the provisions of the
Colorado Business Corporation Act, 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.
ADOPTED this 24th day of June, 1996.
NORTHWEST TERRITORIES, INC,
A Colorado Corporation,
/s/ David N. Nemelka
David N. Nemelka, President
CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
1. That I am the duly elected and acting Secretary\Treasurer of
NORTHWEST TERRITORIES, INC., A Colorado Corporation: and
2. That the foregoing By-Laws, comprising Nine (9) pages, constitute
the By-Laws of said Corporation as duly adopted at a meeting of the Board of
Directors thereof duly held on the 24th day of June, 1996.
/s/ David N. Nemelka
David N. Nemelka, Secretary/Treasurer
(SEAL)EXHIBIT 21.1
(Schedule of Subsidiaries)
1. One World Online Incorporated dba One World Online Marketing, a Utah
corporation.
2. I Ventures, Inc. dba One World Online Technologies, a Colorado corporation.
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