UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
REGISTRATION NO. 333-_
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GLOBAL-WIDE PUBLICATION LTD.
(Exact Name of Small Business Issuer in its Charter)
Nevada | 76-0742386 | |
(State of Incorporation) | (Primary Standard | (IRS Employer ID No.) |
Classification Code) |
595 Howe Street, Suite 323, Box 18 |
Vancouver, British Columbia V6C 2T5 Canada |
(Address and Telephone Number of Registrant's Principal |
Executive Offices and Principal Place of Business) |
Global-Wide Publication Ltd. |
595 Howe Street, Suite 323, Box 18 |
Vancouver, British Columbia V6C 2T5 Canada |
(604) 682-8468 |
Fax: (604) 682-4380 |
(Name, Address including zip code and Telephone Number, including area code, of Agent for Service) |
Copies of communications to: |
ANSLOW & JACLIN, LLP |
4400 ROUTE 9, 2ND FLOOR |
FREEHOLD, NEW JERSEY 07728
TELEPHONE NO.: (732) 409-1212
FACSIMILE NO.: (732) 577-1188
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following: ¨
CALCULATION OF REGISTRATION FEE
Proposed | ||||||||
Proposed | Maximum | |||||||
Maximum | Aggregate | Amount of | ||||||
Title of Each Class Of | Amount to be | Offering Price | Offering | Registration | ||||
securities to be Registered | Registered | per share (1) | Price (2) | fee (2) | ||||
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Common Stock | 1,800,000 | $0.15 | $270,000.00 | $21.84 |
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(c). Our common stock is not traded and any national exchange and in accordance with Rule 457, the offering price was determined by the price shareholders were sold to Global-Wide Publication Ltd. shareholders in a Regulation S offering. This price of $.15 is a fixed price at which the selling security holders may sell their shares until our common stock is quoted on the OTC Bulletin Board at which time the shares may be sold at prevailing market prices or privately negotiated prices.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, Dated ___ , 2003
PROSPECTUS
GLOBAL-WIDE PUBLICATION LTD.
1,800,000 SHARES OF COMMON STOCK
The selling shareholders named in this prospectus are offering all of the shares of common stock offered through this prospectus. The shares were acquired by the selling shareholders directly from us in two private offerings that were exempt from registration under the United States securities laws.
Our common stock is presently not traded on any market or securities exchange. It is our intention to have a market maker apply for trading for our common stock on the Over the Counter Bulletin Board (OTC BB) following the effectiveness of this registration statement. The 1,800,000 shares of our common stock can be sold by selling security holders at a fixed price of $.15 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.
The purchase of the securities offered through this prospectus involves a high degree of risk . SEE SECTION ENTITLED RISK FACTORS ON PAGES 5 - 9.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. The Securities and Exchange Commission has not made any recommendations that you buy or not buy our shares. Any representation to the contrary is a criminal offense.
The Date Of This Prospectus Is: November ___ , 2003
Table Of Contents
PAGE | ||
Summary | 5 | |
Risk Factors | 7 | |
Use of Proceeds | 11 | |
Determination of Offering Price | 11 | |
Dilution | 11 | |
Selling Shareholders | 11 | |
Plan of Distribution | 17 | |
Legal Proceedings | 19 | |
Directors, Executive Officers, Promoters and Control Persons .. | 20 | |
Security Ownership of Certain Beneficial Owners and Management | 22 | |
Description of Securities | 23 | |
Interest of Named Experts and Counsel | 24 | |
Disclosure of Commission Position of Indemnification for Securities Act Liabilities | 25 | |
Organization Within Last Five Years | 25 | |
Description of Business | 25 | |
Plan of Operations | 31 | |
Description of Property | 34 | |
Certain Relationships and Related Transactions | 34 | |
Market for Common Equity and Related Stockholder Matters ...... | 35 | |
Executive Compensation | 37 | |
Financial Statements | 38 | |
Changes in and Disagreements with Accountants | 57 | |
Available Information | 58 |
S ummary
Global-Wide Publication Ltd.
We were incorporated on July 14, 2003 under the laws of the State of Nevada. Our principal offices are located at 595 Howe Street, Suite 323, Vancouver, British Columbia, Canada, V6C 2T5. Our telephone number is 604-682-8468. All financial information located throughout this prospectus is in U.S. dollars in conformity with our audited financial statements.
Through our subsidiary, Marco Polo World News Inc., we are engaged in the production and distribution of an ethnic bilingual (English/Italian) weekly newspaper called Marco Polo. We currently produce and distribute 1,500 copies of the newspaper, on a weekly basis, mainly in the Vancouver metropolitan area.. We earn revenue by selling advertising space, on the newspaper, to businesses and individual professionals who want to market their products and services to individuals of Italian origin residing in the areas of distribution. We also earn revenues by the sale of the newspaper to individuals, who subscribe directly to the publication, and purchase the newspaper on newsstands.
On August 29, 2003, we entered into an acquisition agreement with Mr. Rino Vultaggio to purchase all of the issued and outstanding shares in the capital stock of Marco Polo World News Inc. , a company incorporated on February 5, 1998 under the laws of the Province of British Columbia. In consideration of the purchase of all of the outstanding shares of Marco Polo World News Inc. , we issued 2,100,000 shares of our common stock at a deemed price of $0.001 per share to Mr. Rino Vultaggio, the sole shareholder of Marco Polo World News Inc. The agreement closed on September 30, 2003.
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The Offering | |
Securities Being Offered | Up to 1,800,000 shares of common stock. |
Offering Price | The selling shareholders can sell our shares at $0.15 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. We determined this offering price arbitrarily based upon the price of the last sale of our common stock to investors. |
Terms of the Offering | The selling shareholders will determine when and how they will sell the common stock offered in this prospectus. Refer to Plan of Distribution. |
Securities Issued And to be Issued | 6,300,000 shares of our common stock are issued and outstanding as of the date of this prospectus. |
Use of Proceeds | All of the common stock to be sold under this prospectus will be sold by existing shareholders and we will not receive any proceeds from the sale of the common stock by the selling shareholders. |
Summary Financial Information
Balance Sheet Data: | From Inception |
to September 30, | |
Cash | $ 31,831 |
Total Assets | $ 81,752 |
Liabilities | $ 36,585 |
Total Stockholders' Equity | $ 45,167 |
Statement of Operations | From Inception on |
July 14, 2003 to September 30, 2003 |
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Net Revenue | $ 0 |
Net Income/Loss | $ (5,833) |
Net Income (loss) per share | $ 0 |
Calculation of shares used | $ 6,300,000 |
In calculation of net loss | |
Per share |
Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed.
WE WILL REQUIRE ADDITIONAL FINANCING TO ACHIEVE EXPANSION OF OUR BUSINESS OPERATIONS, OUR BUSINESS MAY FAIL.
As of September 30, 2003, we had cash on hand of $31,831. While we anticipate that we will generate revenues from the sale of advertising space on the newspaper and from its distribution, we do not expect that such funds will be sufficient to cover our ongoing general and administrative expenses. Our business plan calls for ongoing expenses in connection with the expansion of production and distribution of the publication in the present area of distribution and in other areas of Canada. Our current cash on hand is less than necessary to complete this plan.
Presently, we incur approximately $1,500 per month in general and administrative expenses. In order to expand our business operations, we anticipate that we will have to raise additional funding. If we are not able to raise the funds necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.
We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of
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factors, including general market conditions, investor acceptance of our business plan and investor sentiment. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. The most likely source of future funds presently available to us is through the sale of equity capital.
WE HAVE A LIMITED OPERATING HISTORY AND WE HAVE ONLY RECENTLY COMMENCED BUSINESS OPERATIONS, THEREFORE WE FACE A HIGH RISK OF BUSINESS FAILURE.
We were incorporated on July 14, 2003 and to date have been involved primarily in organizational activities and the acquisition of our wholly owned subsidiary. We have not earned significant revenues as of the date of this prospectus and have incurred total losses of $5,833 through September 30, 2003.Accordingly, you can evaluate our business, and therefore our future prospects, based only on a limited operating history. Potential investors should be aware of the difficulties normally encountered by companies and the high rate of failure of such enterprises.
OUR AUDITORS HAVE RAISED SUBSTANTIAL DOUBT AS TO OUR CONTINUANCE AS A GOING CONCERN WHICH MAY MAKE IT DIFFICULT FOR US TO RAISE ADDITIONAL DEBT OR EQUITY FINANCING
Our business condition, as indicated in the audit report of Amisano Hanson., Chartered Accountants, raises substantial doubt as to our continuance as a going concern. To date, we have completed only part of our business plan and we can provide no assurance that we will be able to generate enough revenues from the advertising sales and the distribution of our publication in order to achieve profitability. It is not possible at this time for us to predict with assurance the potential success of our business. This report may make it more difficult for us to raise additional debt or equity financing which is needed for us to operate and expand our business.
IF WE ARE UNABLE TO HIRE AND RETAIN KEY PERSONNEL, THEN WE MAY NOT BE ABLE TO IMPLEMENT OUR BUSINESS PLAN
We depend on the services of our senior management for the future success of our business. In particular, our success depends on the continued efforts of Robert Hoegler, our President, Chief Financial Officer and member of our Board of Directors, Lesia Ozer our Secretary, Chief Financial Officer and member of our Board of Director and Rino Vultaggio, a member of our Board of Directors and President of our wholly owned subsidiary. Mr Vultaggio, and Ms. Ozer, both have experience in the publishing and advertising sales sectors. The loss of the services of Mr. Hoegler, Mr. Vultaggio or Ms. Ozer could have an adverse effect on our business, financial condition and results of operations. In addition, our success in expanding our business operations is largely
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dependent on our ability to hire highly qualified sales personnel in Vancouver and other cities. In addition, we may lose employees or consultants that we hire due to higher salaries and fees being offered by competitors or other businesses in the publishing and advertising industries. Our failure to retain our current personnel and/or hire additional employees as needed, may force us to curtail our business operations.
BECAUSE OUR OFFICERS AND DIRECTORS COLLECTIVELY OWN 71.4% OF OUR OUTSTANDING COMMON STOCK, THEY WILL MAKE AND CONTROL CORPORATE DECISIONS THAT MAY BE DISADVANTAGEOUS TO MINORITY SHAREHOLDERS.
Mr. Robert Hoegler, our officer and director and Mr. Rino Vultaggio, our director, collectively own approximately 71.4% of the outstanding shares of our common stock. Accordingly, they will have significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. The interests of these individuals may differ from the interests of the other stockholders and thus result in corporate decisions that are disadvantageous to other shareholders.
IF A MARKET FOR OUR COMMON STOCK DOES NOT DEVELOP, SHAREHOLDERS MAY BE UNABLE TO SELL THEIR SHARES.
There is currently no market for our common stock and we can provide no assurance that a market will develop. We currently plan to have a market maker apply for listing of our common stock on the NASD Over The Counter Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide investors with no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize. If no market is ever developed for our shares, it will be difficult for shareholders to sell their stock. In such a case, shareholders may find that they are unable to achieve benefits from their investment.
AN INVESTOR IN OUR COMMON STOCK IS PURCHASING PENNY STOCK WHICH LIMITS THE ABILITY TO SELL THE STOCK.
The shares offered by this prospectus constitute penny stock under the Securities and Exchange Act. The shares will remain penny stock for the foreseeable future. Penny stock rules impose additional sales practice requirements on broker-dealers who sell such securities to persons other than established customers and
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accredited investors, that is, generally those with assets in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 together with a spouse. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of such securities and have received the purchasers written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prescribed by the Commission relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. Consequently, the penny stock rules may restrict the ability of broker-dealers to sell our shares of common stock. The market price of our shares would likely suffer as a result.
Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. You should not place too much reliance on these forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the this Risk Factors section and elsewhere in this prospectus.
Currency Exchange Between United States and Canadian Dollars
While our consolidated financial statements are reported in United States dollars, a significant portion of our business operations are conducted in Canadian dollars. In order to provide you with a better understanding of these operations discussed in the section entitle Description of Business, we provide the following summary regarding historical exchange rates between these currencies:
Since June 1, 1970, the government of Canada has permitted a floating exchange rate to determine the value of the Canadian dollar as compared to the United States dollar. On November 20, 2003, the exchange rate in effect for Canadian dollars exchanged for United States dollars, expressed in terms of Canadian dollars was 1.3023. This exchange rate is based on the noon buying rates in New York City for cable transfers in Canadian dollars, as certified for customs purposes by the Federal Reserve Bank of New York. For the past six full calendar months, the following exchange rates were in effect for Canadian dollars exchanged for United States dollars, calculated in the same manner as above:
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Use Of Proceeds
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
Determination Of Offering Price
The offering price was arbitrarily determined by us based upon the price shares were sold to our shareholders in our most recent Regulation S offering.
Dilution
The common stock to be sold by the selling shareholders in this Registration Statement is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering all of the 1,800,000 shares of common stock offered through this prospectus. These shares were acquired from us in two private placements in 2003 in the following manner: (a) 1,500,000 shares held by selling security holders were sold to 5 investors on August 5, 2003 pursuant to an exemption from registration at Section 4(2) of the Securities Act of 1933 (the Securities Act) and are restricted in accordance with Securities Act of 1933; and (b)300,000 shares of our common stock sold to 44 investors in an offering ended on September 30, 2003 and exempt from registration under Regulation S of the Securities Act of 1933.
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The following table provides as of November 21, 2003, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1 | the number of shares owned by each prior to this offering; | |
2 | the total number of shares that are to be offered for each; | |
3 | the total number of shares that will be owned by each upon completion of the offering; and | |
4 | the percentage owned by each upon completion of the offering; |
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13
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Name of
Selling
Stockholder
|
Shares Owned
Prior To This
Offering
|
Total Number
Of Shares To
Be
Offered For
Selling
Shareholders
Account
|
Total Shares
to Be Owned
Upon
Completion Of
This Offering
|
Percentage of
Shares Out
standing
at
Commencement
of Offering
|
Julie McClenahan
700 West Pender St. Vancouver, BC V6C 1G8 |
3,000 | 3,000 | Nil | .047% |
Elisabeth Montanaro
14303 77A Ave. Surrey, BC V3W 0L2 |
1,000 | 1,000 | .0158% | |
Michael Montanaro
15396 96 Ave. Surrey, BC V4N 3A2 |
4,000 | 4,000 | .063% | |
George Mueller
6-3511 Granville Ave. Richmond, BC V7C 1C8 |
1,000 | 1,000 | .0158% | |
Anthony Ricci
3745 Oxford St. Burnaby, BC V6C 1C1 |
300,000 | 300,000 | 4.76% | |
Tim Sacht
11183 Reiswig Rd. Lake Country, BC V4V 1X3 |
1,000 | 1,000 | 0.158% | |
Khalil Saeed
12538 75 Ave. Surrey, BC V3W 0R5 |
1,000 | 1,000 | .0158% | |
Joseph San Severino
1830n West 5 th Ave. Vancouver, BC V6J 1P3 |
2,000 | 2,000 | .031% | |
Jocelyn Barrable Segal
18-5380 Smith Dr. Richmond, BC V6V 2K8 |
1,200 | 1,200 | .019% | |
Jack Segal
101-1001 West Broadway Vancouver, BC V6H 4E4 |
4,000 | 4,000 | .063% | |
John Short
34-3355 Morgan Creek Way South Surrey, BC V3S 0J9 |
1,000 | 1,000 | .0158% | |
Jerry Stefaniuk
3837 Hamber Pl. North Vancouver, BC V7G 2K2 |
12,000 | 12,000 | .19% |
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The named parties beneficially own and have sole voting and investment power over all shares or rights to these shares. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 6,300,000 shares of common stock outstanding on November 21, 2003.
It is possible that the selling shareholders may not sell all of the securities being offered.
None of the selling shareholders:
Plan Of Distribution
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:
1. | On such public markets or exchanges as the common stock may from time to time be trading; | |
2. | In privately negotiated transactions; | |
3. | Through the writing of options on the common stock; | |
4. | In short sales; or | |
5. | In any combination of these methods of distribution. |
The sales price to the public may be:
1. | The market price prevailing at the time of sale; | |
2. | A price related to such prevailing market price; or | |
3. | Such other price as the selling shareholders determine from time to time. |
The selling shareholders are required to sell our shares at $0.15 per share until our shares are quoted on the OTC Bulletin Board, and thereafter at prevailing market prices or privately negotiated prices. The shares may also be sold in compliance with the Securities and Exchange Commissions Rule 144.
The selling shareholders may also sell their shares directly to market makers acting as principals or brokers or dealers, who may act as agent or acquire the common stock as a principal. Any broker or dealer participating in such transactions as agent may receive a commission from the selling shareholders, or, if they act as agent for the purchaser of such common stock, from such purchaser. The selling shareholders will likely pay the usual and customary brokerage fees for such services. Brokers or dealers may agree with the selling shareholders to sell a specified number of shares at a stipulated price per share and, to the extent such broker or dealer is unable to do so acting as agent for the selling shareholders, to purchase, as principal, any unsold shares at the price required to
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fulfill the respective brokers or dealers commitment to the selling shareholders. Brokers or dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions in a market or on an exchange, in negotiated transactions or otherwise, at market prices prevailing at the time of sale or at negotiated prices, and in connection with such re-sales may pay or receive commissions to or from the purchasers of such shares. These transactions may involve cross and block transactions that may involve sales to and through other brokers or dealers. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above. We can provide no assurance that all or any of the common stock offered will be sold by the selling shareholders.
We are bearing all costs relating to the registration of the common stock. We estimate that the expenses of the offering to be paid by us on behalf of the selling shareholders is $20,500. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.
The selling shareholders must comply with the requirements of the Securities Act and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
1.
|
Not engage in any stabilization activities
in connection with our common stock;
|
|
2.
|
Furnish each broker or dealer through
which common stock may be offered, such copies of this prospectus, as
amended from time to time, as may be required by such broker or dealer;
and
|
|
3. |
Not bid for or purchase any of our securities
or attempt to induce any person to purchase any of our securities other
than as permitted under the Securities Exchange Act.
|
The Securities Exchange Commission has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:
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The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:
In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchasers written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.
Legal Proceedings
There are no legal proceedings pending or threatened against us. Our address for service of process in Nevada is 1802 N. Carson Street, Suite 212, Carson City, Nevada, 89701.
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Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of November 21, 2003 are as follows:
Directors: | ||
Name of Director | Age | |
Robert Hoegler | 62 | |
Lesia Ozer | 35 | |
Rino Vultaggio | 60 | |
Executive Officers: | ||
Name of Officer | Age | Office |
Robert Hoegler | 62 | President and Chief |
Executive Officer | ||
Lesia Ozer | 35 | Secretary, Treasurer, |
and Chief Financial | ||
Officer |
Biographical Information
Set forth below is a brief description of the background and business experience of each of our executive officers and directors for the past five years.
Robert Hoegler, age 60 , has been our President, Chief Executive Officer and a member of our Board of Directors since inception. Mr. Hoegler has 20 years experience as an advisor and consultant in the corporate and financial markets. In a consulting capacity, he has developed financial and administrative programs for clients in
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the high-tech, manufacturing and natural resources markets. He has been responsible for financing many of these companies and for securing share-listing status for more than 10 of them, both on U.S. and Canadian exchanges. For the past 10 years, he has been a Director of MCA Equities Ltd., a consulting company providing management and administrative advice and assistance to private and public companies in both Canada and the United States. He is presently President and director of Roma Equities Ltd., a British Columbia company in the business of providing management and administrative consulting services. We estimate that Mr. Hoegler intends to spend approximately ten (10%) percent of his business time working on our business.
Lesia Ozer age 35, has been our Secretary, Treasurer and Chief Financial Officer and member of our Board of Directos since inception. Ms. Ozerhas acted as an independent consultant in the publishing sector during the past five years. In this capacity, she has developed research campaigns, corporate programs, creative product development, budgeting and financial controls, forecasting and research and expansion initiatives. Ms. Ozer has also consulted on the design and construction of systems operations and costs control in the areas of production and distribution. Presently, Ms. Ozer has also served as a guest instructor at the British Columbia Institute of Technology Marketing Department, lecturing on the topic of service marketing. She intends to spend approximately ten percent (10%) of her business time working on our business.
Rino Vultaggio , age 62, has been a member of our Board of Directors since September 2, 2003 and has been President, Chief Executive Officer and Director of Marco Polo World News Inc. since inception, is presently the Editor and Publisher of Il Marco Polo, the companys Italian National weekly newspaper which he founded in 1975. He acted in these capacities since 1998 when he incorporated our subsidiary and initiated the production and distribution of the publication. Mr. Vultaggio is also acted as the main sales agent for the publication generating in excess of 80% of the advertising revenues for the publication. As a professional photographer he has, and will provide the publication with some of its photographic content. We estimate that Mr. Vultaggio intends to spend approximately fifty (50%) percent of his business time working on our subsidiary business
Term of Office
Our Directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than the officers and directors described above.
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Security Ownership Of Certain Beneficial Owners And Management
The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding common stock as of November 21, 2003, and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
Title of | Name and address | Amount of beneficial | Percent |
Class | of beneficial owner | ownership | of class |
|
|
|
|
Common | Robert Hoegler | 2,400,000 | 38.1% |
Stock | President, Chief Executive | ||
Officer and Director | |||
5076 Payne Street | |||
Burnaby, British Columbia | |||
Common | Lesia Ozer | NIL | 0% |
Stock | Director | ||
3571 Chutter Street | |||
Burnaby, British Columbia | |||
Common | Rino Vultaggio | 2,100,000 | 33.33% |
Stock | 3648 Mathers Avenue | ||
West Vancouver, British Columbia | |||
Common | All Officers and Directors | 4,500,000 | 71.43% |
Stock | as a group (three people) |
The percent of class is based on 6,300,000 shares of common stock issued and outstanding as of November 21, 2003.
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Description Of Securities
General
Our authorized capital stock consists of 70,000,000 shares of common stock at a par value of $0.001 per share and 5,000,000 shares of preferred stock at a par value of $0.001 per share.
Common Stock
As of November 21, 2003, there were 6,300,000 shares of our common stock issued and outstanding that were held by 51 stockholders of record.
Holders of our common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of our common stock representing a majority of the voting power of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our articles of incorporation. The lack of cumulative voting rights could delay, defer or prevent a change in control of the company.
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred Stock
As of November 21, 2003, we have not issued any preferred shares and have no intention of doing so in the foreseeable future. Our bylaws do not stipulate any material rights of preferred shareholders such as preferences over common stock in the event of liquidation, dissolution or winding up of the company. We will amend our bylaws to
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include details of such rights if we decide to issue preferred shares in the future and if we decide to give these preferred shares any preferential rights.
Dividend Policy
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
Options
We have not issued and do not have outstanding any options to purchase shares of our common stock.
Convertible Securities
We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.
Interests Of Named Experts And Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Anslow & Jaclin, Counselors At Law, our independent legal counsel, has provided an opinion on the validity of our common stock.
24
The financial statements included in this prospectus and the registration statement have been audited by Amisano, Hanson Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.
Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities
Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our bylaws. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the courts decision.
Organization Within Last Five Years
We were incorporated on July 14, 2003 under the laws of the state of Nevada. On July 14, 2003, Robert Hoegler and Lesia Ozer were appointed to our Board of Directors and Mr. Hoegler was appointed as our President and Chief Executive Officer, while Ms. Ozer was appointed as our Secretary, Treasurer and Chief Financial Officer.
On August 29, 2003, we entered into an acquisition agreement whereby we acquired all of the issued and outstanding shares of Marco Polo World News Inc., a private British Columbia company wholly-owned by Mr. Rino Vultaggio. On September 2, 2003, Mr. Rino Vultaggio, who was the sole shareholder of Marco Polo World News Inc. prior to the acquisition, was appointed as a director of our company and retained the positions of President and sole Director of Marco Polo World News Inc. after the acquisition.
Description Of Business
Acquisition of Marco Polo World News Inc.
Pursuant to an agreement dated August 29, 2003 and completed on September 30, 2003, we acquired 100% of the issued and outstanding shares of Marco Polo World News Inc., a private British Columbia Company wholly-
25
owned by Mr. Rino Vultaggio. Pursuant to this agreement, Marco Polo World News Inc. became our wholly owned subsidiary. In consideration of the transfer of all of the outstanding shares of Marco Polo World News, Inc. by Mr. Vultaggio to us, we issued 2,100,000 shares of our common stock to Mr. Vultaggio. Marco Polo World News Inc. was incorporated pursuant to the laws of British Columbia on February 4, 1998 for the purpose of producing and distributing an Italian language weekly newspaper to be distributed mainly in the Vancouver metropolitan area. At the time of its formation in February 1998, Marco Polo World News Inc. purchased a 100% interest in an existing Italian language publication called LEco DItalia. This publication had been successfully produced and distributed in the Vancouver area since 1967. In early 2003, the name of the publication was changed to Marco Polo. Subsequent to the publications name change, a English language section was introduced in the newspaper in an attempt to capture a larger readership of Italian origin individuals who may not be fluent in their language of origin. By researching the ethnic and community publications and the advertising industries in Canada and the United States, Marco Polo has identified the potential for producing and distributing bilingual (initially Italian/English) ethnic newspapers to large communities, in Canada and the USA. Mr. Rino Vultaggio, the president of Marco Polo, is primarily responsible for the companys business operations. Presently, Marco Polo is producing and distributing 1,500 copies of the publication mainly in the Vancouver area with a small percentage being distributed to the rest of Canada, Italy and the USA.
The newspaper consists of two distinct components: an Italian language section, which represents 80% of the publication with 16 pages and an English language section which represents the other 20% with 4 pages. The newspaper is a standard broadsheet template publication that measures 15 1/2 x 10 1/2 inches and contains an average of 20 pages for each issue. Presently an average of 1,500 copies of the newspapers are published an distributed weekly for 49 weeks of the year and are distributed mainly in British Columbia and Alberta. The newspaper is also distributed, in small numbers, in the rest of Canada and in the USA. Suggested retail price for each copy of the newspaper is US$ 0.92. Special issues of the newspaper are published for the Easter and Christmas Holidays. These issues contain an average of 10 additional pages reserved for existing and additional paying advertisers who wish to extend Seasons Greetings, corporate and personal holidays messages to their clients and the Italian communities in general. The content of the newspaper is 40% of Italian news, 20% of Canadian news, 20% of Vancouver local news, 10% of International news and 10% of special editorial reports and profiles. Presently, the advertising space uses 35% of the total format. The English language section covers summaries of Italian, Canadian and international news, highlights and results of major sports events, which are of interest to Italians in general but may not be covered by local media, i.e. Formula One Grand Prix, Italian and European Soccer Leagues results and standings, International Motorcycle and bicycle racing news and results. Individual subscribers represent 60% of our distribution base while 30% of the publication is sold at retail newsstand and 10% is distributed directly to various institutions and agencies. Central regions of
26
distribution for the newspaper are: Vancouver metropolitan area and British Columbia. The balance of the distribution is 85% in the rest of Canada 10% in Italy and 5% in the United States. The contents of the publication are gathered, edited and laid-out, under the supervision of Mr. Rino Vultaggio, our Managing Editor and Publisher. The newspaper is printed and distributed by a well-established Vancouver area printing firm.
The company generates revenues from the selling of advertising space on the newspaper to industries, institutions, businesses and individual professionals that want to market their products and services to significant portion of the Canadian population who is of Italian origin. Since the acquisition of our subsidiary, September 30, 2003, we have generated $8,100 per month from the sale of advertising space. In addition, we generate other revenues from the sale of the newspapers. We receive US $0.74 for each copy of the newspaper sold on newsstands. The other $0.18 is retained by the retailer. The company also receives an annual grant of $ 8,800 from the Italian Government.
The Advertising Economy
Advertising is one of the most visible forms of marketing. The traditional mediums of choice for advertising are television, radio, print magazines and newspapers which comprise over 71% of all the advertising dollars spent in Canada and the United States. Over time, traditional media has become fragmented and new specialty community vehicles have been created to service communities of various cultures and ethnic background. The community newspaper industry has emerged as a successful billion dollar segment of traditional media. In Canada alone this industry represents over 1,000 titles and 11.2 million copies per week. A study by Combase, the Canadian Community Newspaper Database Corp., and conducted by Toronto research firm Maritz: Thompson Lightstone & Co. shows a 70% household penetration by specialty community newspapers which is a higher reach than any other medium. Readership is highest in British Columbia with 79% surveyed reading their last weekday issue, compared to just 63% reading the last issue of a daily newspaper.
Advertiser Profile
The newspaper typical advertisers are small to medium size businesses (retailers, manufacturers), institutions (financial institutions, government agencies) and individual professionals (travel agents, real estate agents, accountants, lawyers) These business segments represent every industry in Canada and, according to Statistics Canada, employ in excess of 80% of the work force in Canada. The advertising budgets in this sector are modest, creating a need for more highly specific advertising vehicles for their limited advertising dollar. Financial institutions and
27
service agencies in particular have either become aware of such large community and ethnic markets and the need to be part of it or have created programs for delivery of specialty services to these markets. Our billing to an average advertiser is $3,000 for a one-year ad exposure.
Audience Profile
Any resident of Italian origin residing either in Canada or the USA, whether he speaks either language or both, can be considered as a potential reader of our newspaper. Based on Statistics Canada 2001 census, out of a population of 30 million people, 12 million consider themselves of Canadian origin and 18 million of other foreign origin. There are approximately 1.3 million people in Canada who consider themselves of Italian origin. Approximately 470,000 of them regard Italian as their mother language and in excess of 120,000 retain Italian citizenship. About 62% of the Italian ethnic population lives in the Province of Ontario, 19% in Quebec, 10% in British Columbia and the rest scattered in small pockets throughout Canada.
According to the Federal Census Records, the population that considers itself of Italian origin has surpassed the 9 million mark in the USA. Major concentrations of Italians reside in: New York State with approximately 3 million people, New Jersey, California and Pennsylvania with approximately 1.5 million people each and other substantial pockets in Massachusetts, Connecticut and Rhode Island.
We estimate that in order for us to receive a profit for our initial fiscal year ending September 30, 2004, we need to increase the production and distribution of the Marco Polo to 3,000 copies per week and must generate, on an average, minimum advertising revenues of US $11,600 per month over the 12 months. We also need to generate a minimum of US $1,000 per month from the sale of the newspaper copies while receiving the Italian Government grant of $8,800 per year.
Future Development
The Company is presently receiving approximately $8,800 per month from the sale of advertising space on its publication and we are presently receiving $775 per month on sales of the newspaper to individual subscribers and on news stands. We anticipate that we will continue to receive approximately $735 per month as a grant from the Italian Government as a subsidy for the promotion of Italian culture and dissemination of Italian news. For the one month commencing on September 30, 2003, the date of the closing of the acquisition agreement and date we commenced operations, to October 30, 2003, we realized gross revenues of $8,100 from advertising sales, and incurred related costs of $7,900, for gross revenues from operation of $200. In conjunction with the
28
preparation and filing of this Registration Statement, during the same period, we incurred general and administrative expenses consisting of bank charges, consulting fees and professional fees of $8,580. As a result, the net loss for the period October 1, 2003 to October 31, 2003 was $8,380.
In order to become profitable, we must expand our operations by increasing our production and distribution in the Vancouver area to 3,000 copies of the newspaper a week. We must also secure additional businesses and individual professionals as advertisers on our publication in order to achieve the projected $11,600 per month revenue level to be profitable. Initially, we will rely on our directors and officers to contact additional advertisers regarding the possibility of advertising their products and services to the Italian communities on our newspaper. As our operations expand and we generate significant revenue, we intend to hire sales personnel for the purpose of securing additional advertisers. Depending on our success in implementing our plan of operation, we would evaluate the possibility of expansion into other areas of Canada and the United States where there are large concentrations of residents of Italian origin.
Mr. Rino Vultaggio, our director and President and director of our subsidiary, will act as a part-time sales person to secure additional advertising sales and will receive a commission of 25% on all the sales he generates.
Overview of Community and Ethnic publications
New niche markets have emerged in the community newspaper arena based on the ever-growing ethnic population in North America. A large segment of traditional media include foreign language programs (both on radio and television) and community ethnic publications that have flourished in the last ten years. Governments at the national, provincial, state and local levels have made great strides, in the last decade, to satisfy the demands of these powerful groups for recognition, acceptance and support of their culture, customs and language. Governments and large institutions have invested substantially in the promotion of cultural and ethnic diversity. The Publications Assistance Program, administered through the Canadian Heritage Program, has a specific mandate in the domain of culture. Quoted in a discussion paper filed by the Department of Canadian Heritage, the department stated Canada is defined by far more than its political boundaries or economic relationships. In these times of rapid change and globalization, it is more important than ever that we know who we are as Canadians and what brings us together. The focus of our cultural policies for the future must be on diverse Canadian content . As a result of these new policies and programs, cultural channels, both television and radio, and ethnic (cultural) publications have flourished during the last decade. Ethnic markets now represent a major and affluent portion of the purchasing public and have not been specifically targeted by advertising vehicles, other than mass conventional publications. This creates a vacuum and a
29
market opportunity for new and creative specialty mediums that want to venture into this unfulfilled and growing market and communities.
Competition
The publishing and advertising industry, in general, is competitive and there can be no assurance that we will be successful in generating significant revenue from our operations. We will compete with English language daily and weekly newspaper, the television and radio media, as well as with a growing number of other community and ethnic daily and weekly newspapers. The Canadian publishing and advertising market is dominated by the countrys largest daily newspapers: Globe and Mail, Toronto Star, La Gazette, Ottawa Journal, Vancouver Sun and The Province. They typically mass distribute their publications through direct subscriptions and on newstands all across Canada. The chief competitive advantage enjoyed by the large newspapers is that they have the financial resources necessary to maintain and expand their operations. They also enjoy the political and major industries relationships.
We also compete with all other community and ethnic language publications that have flourished in the last decade. Daily newspaper, exclusively in the Italian language, are published and distributed in both Toronto and Montreal, the 2 largest cities in Canada. Other, Italian only, weekly newspapers are produced and distributed in other major centers in Canada. We believe that our strategy to focus on our unique identification as the only bilingual Italian/English weekly newspaper will allow us to capture a significant portion of advertising dollars allocated by businesses and individual professionals for community and ethnic language publications.
Compliance with Government Regulation
The production and distribution of an independently owned publication is not regulated in Canada. However, many Canadian consumer groups are calling for the adoption of regulations to establish guidelines and policies for the dissemination of news and editorial content. New laws and regulations may impact our ability to offer our services and generate revenue in the future. However, we are not aware of any pending laws or regulations that would have an impact on our business.
Employees
We have no employees other than the officers and directors described above. We have retained Mr. Rino Vultaggio as our sales and marketing services consultant on a commission basis. He will also act as our managing editor and publisher.
30
Research and Development Expenditures
We have not incurred any research or development expenditures since our incorporation.
Subsidiaries
We own a 100% interest in Marco Polo World News Inc. a private British Columbia company that conducts business under the name "Marco Polo". Our subsidiary produces and distributes in the Vancouver Metropolitan area a bilingual, Italian/English, language newspaper called Marco Polo.
Patents and Trademarks
We do not own, either legally or beneficially, any patents or trademarks.
Plan Of Operations
Our plan of operations for the twelve months following the date of this registration statement is to expand our business by attempting to:
1. | increase the production and distribution of Marco Polo, in the Vancouver area, to 3,000 copies a week. | |
2. | attempt to enlarge the publication to 26 pages from the present 20 pages. | |
3. | reach an average monthly revenues from advertising sales of $ 11,600. | |
4. | increase the advertising to editorial ratio newspaper content to a 40% to 60%. | |
5. | add 2 new areas in British Columbia as additional distribution bases for the publication. | |
6. | create 2 new content segments in the newspaper to cover news and editorials in the 2 new areas of distribution.. |
Our objective is to obtain these operational milestones during the next 12 months. However, we have no assurances that we will be able to reach this goal. We intend to continue with our current business strategy of maintaining our present advertiser client base. We will also attempt to secure additional advertisers by educating
31
them on the benefits of advertising their products and services to a large population of Italian origin residing in Canada and outlining the fact that we are the only bilingual, Italian/English, publication distributed weekly.
While expanding our business and increasing the number of copies of the publication to be distributed, we will place little importance on the collection of revenues from the sales of the newspaper. Instead we will focus on increasing the viewership to create a larger audience for the advertisers. Likewise, as a result of increased distribution, every effort will be made to execute the collections from advertisers within established parameters. We anticipate being able to execute up to 80% of revenue collections within 60 days of invoicing.
We anticipate that the Marco Polo operation will be financially self supporting in the near future. Our chief costs are expected to be those we will incur with expansion, general and administrative expenses and the filing of this registration statement.
Initially, our directors, including Mr. Vultaggio will conduct most of the sales efforts. Mr. Vultaggio will be responsible for securing and supervising additional sales agents, when required, and will be acting as our Managing Editor and Publisher. Ms. Lesia Ozer will be responsible for building our internal administrative and managerial organization, while we attempt to keep overhead costs low by minimizing the hiring of full-time employees and by contracting out to third parties professionals. With additional revenues, we plan to retain staffing levels sufficient to achieve our expansion goals. This additional staffing may include full-time and part-time sales staff and administrative consultants. Without sufficient revenues, we will continue limiting our employees to our directors and officers.
We expect the expenses of the offering to be approximately $20,500. In addition, in connection with our proposed plan of operation, we anticipate that we will incur the following expenses per month (in U.S dollars):
payments to management and sales staff | $ | 3,230 | ||
office rent | $ | 590 | ||
computer, office equipment and supplies | $ | 200 | ||
Telephone | $ | 150 | ||
general administrative | $ | 250 | ||
Total per month | $ | 4,450 |
In addition, to the above monthly expenses, we expect to incur the following expenses, per month, for compliance with future filing requirements under the Securities Act of 1933 (in U.S dollars):
32
Accounting and Auditing Fees | $ | 1,000 | ||
Legal Fees | $ | 600 | ||
EDGAR Fees | $ | 150 | ||
Other Administrative Fees | $ | 200 | ||
TOTAL PER MONTH | $ | 1,950 |
The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in generating significant revenue from our operations, additional funds may be required in order for us to proceed with our business plan to execute our plan of operation. In such circumstances, we would likely seek additional financing to support the continued operation of our business. We have no such financing arranged at the present time and no guarantee that we will be able to secure such financing.
We anticipate that depending on market conditions and our plan of operations, we could incur operating losses in the foreseeable future. We base this expectation, in part, on the fact that we may not be able to generate enough revenue from advertising and subscriptions sales to cover all of our operating and administrative expenses. Our revenues will depend on how we secure additional advertisers for the publication, as well as keeping the costs of production and distribution to reasonable levels.
Results Of Operations For Period Ending September 30, 2003
There were no revenues received on our merged financial statements as of September 30, 2003, being the date of the closing of the acquisition agreement whereby the company purchased 100% of the shares in the capital stock of its wholly owned subsidiary. Therefore there were no earned revenues or incurred direct costs from our operations from our inception on July 14, 2003 through September 30, 2003.
Since incorporation, our activities have been financed exclusively from the proceeds of share subscriptions. We do not anticipate earning significant revenues until such time as our wholly owned subsidiary executes a major portion of its expansion program. There is no assurance that we will be able to reach the projected expansion.
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We incurred expenses in the amount of $5,933 for the period from inception to September 30, 2003. These consisted of $500 in consulting and management fees, $5,000 in legal and accounting fees, $433 in office and general administrative expenses.
We have not attained profitable operations and are dependent upon obtaining financing to continue and to expand our existing business operations. For these reasons our auditors stated in their report that they have substantial doubt that we will be able to continue as a going concern.
At September 30, 2003, we had assets recorded at $81,752 consisting of cash of $31,831, accounts receivable of $ 11,759, due from related parties $ 14,715 and goodwill of $ 23,447. Our liabilities at September 30, 2003 totaled $36,585, all consisting of account payables.
Description Of Property
Our executive offices are located at 595 Howe Street, Suite 323, Vancouver, British Columbia, Canada. Mr. Robert Hoegler our President and Chief Executive Officer leases these premises to us for $300 per month.
Certain Relationships And Related Transactions
Other than disclosed below, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
Mr. Rino, Vultaggio, our director and our subsidiarys President and director, was the sole owner of Marco Polo World News Inc. that was purchased by us. In consideration for this purchase, we issued 2,100,000 shares of our common stock to him.
34
Robert Hoegler, our President and Chief Executive Officer, lease us the offices located at 595 Howe Street, Suite 323, Vancouver, British Columbia, Canada for $300 per month.
Market For Common Equity And Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate applying for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the bulletin board or, if traded, that a public market will materialize.
Stockholders of Our Common Shares
As of the date of this registration statement, we had 51 shareholders.
Rule 144 Shares
Not including shares registered in this prospectus, a total of 2,400,000 shares of our common stock will be available for resale to the public after August 2004 in accordance with the volume and trading limitations of Rule 144 of the Act. An additional 2,100,000 shares of our common stock will be available for resale to the public after September, 2004 in accordance with the same limitations. In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a companys common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1.
|
1% of the number of shares of the company's
common stock then outstanding which, in our case, will equal 63,000 shares
as of the date of this prospectus; or
|
2. |
the average weekly trading volume of
the company's common stock during the four calendar weeks preceding the
filing of a notice on form 144 with respect to the sale.
|
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
35
Under Rule 144(k), a person who is not one of the companys affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
Stock Option Grants
To date, we have not granted any stock options.
Registration Rights
We have not granted registration rights to the selling shareholders or to any other persons. We have opted to cover the registration costs associated with this current filing absent such rights because management believes that such registration shall aid us in obtaining a public market and thereby raising additional financing for our operations.
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Delaware Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1.
|
we would not be able to pay our debts
as they become due in the usual course of business; or
|
2.
|
our total assets would be less than
the sum of our total liabilities plus the amount that would be needed
to satisfy the rights of shareholders who have preferential rights superior
to those receiving the distribution.
|
We have not declared any dividends, and we do not plan to declare any dividends in the foreseeable future.
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Executive Compensation
Summary Compensation Table
The table below summarizes all compensation awarded to, earned by, or paid to our executive officers by any person for all services rendered in all capacities to us for the period from our inception on July 14, 2003 to November 21, 2003.
ANNUAL COMPENSATION | LONG TERM COMPENSATION | |||||||||||||||
NAME | TITLE | YEAR | SALARY | BONUS | OTHER ANNUAL COMPENSATION |
RESTRICTED
OPTION STOCKS/PAYOUTS AWARDED |
SARS
($) |
LTIP COMPENSATION | ALL OTHER COMPENSATION | |||||||
Robert Hoegler | President CEO and Director | 2003 | $0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Lesia Ozer | Secretary Treasurer and CFO | 2003 | $0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Rino (1) Vultaggio | Director | 2003 | $0 | 0 | 0 | 0 | 0 | 0 | 0 |
(1) Rino Vultaggio is the director of our subsidiary Marco Polo World News Inc.
Stock Option Grants
We have not granted any stock options to our executive officers since our incorporation.
Consulting Agreements
We do not have any employment or consulting agreement with any of our officers or directors and we will not pay our directors any amount for acting on the Board of Directors.
On June 1, 2002, our subsidiary executed a Sales Agency and Personal Services Agreement with Mr. Vultaggio for a period of three years commencing on that date and terminating on July 31, 2005. Under the terms of the Agreement, Mr. Vultaggio will act as non exclusive sales agent for the subsidiary to sell advertising space for the newspaper. Under the terms of the agreement he is compensated with a 25% commission on all sales secured by him. Under further terms of the agreement, he will act as managing editor and publisher for the newspaper without receiving additional compensation for acting in these positions.
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GLOBALWIDE PUBLICATION LTD.
CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Stated in US Dollars )
38
T ERRY A MISANO LTD. | A MISANO H ANSON |
K EVIN H ANSON, CA | C HARTERED A CCOUNTANTS |
INDEPENDENT AUDITORS REPORT
To the Board of Directors and Stockholders of
GlobalWide Publication Ltd.
We have audited the consolidated balance sheet of GlobalWide Publication Ltd. and subsidiary as of September 30, 2003 and the related consolidated statements of operations, stockholders equity and cash flows for the period from July 14, 2003 (Date of Inception) to September 30, 2003. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, these consolidated financial statements referred to above present fairly, in all material respects, the financial position of GlobalWide Publication Ltd. and subsidiary as of September 30, 2003 and the results of their operations and their cash flows and the changes in stockholders equity for the period from July 14, 2003 (Date of Inception) to September 30, 2003 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has no established source of revenue and is dependent on its ability to raise capital from shareholders or other sources to sustain operations. These factors, along with other matters as set forth in Note 1, raise substantial doubt that the Company will be able to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Vancouver, Canada | Amisano Hanson |
November 5, 2003 | Chartered Accountants |
750 WEST PENDER STREET, SUITE 604 | TELEPHONE: | 604-689-0188 |
VANCOUVER CANADA | FACSIMILE: | 604-689-9773 |
V6C 2T7 | E-MAIL: | amishan@telus.net |
39
GLOBALWIDE PUBLICATION LTD.
CONSOLIDATED BALANCE SHEET
September 30, 2003
(Stated in US Dollars
)
SEE ACCOMPANYING NOTES
40
GLOBALWIDE PUBLICATION LTD.
CONSOLIDATED STATEMENT OF OPERATIONS
for the period July 14, 2003 (Date of Inception) to September 30, 2003
(Stated in US Dollars
)
July 14, 2003 | |||
(Date of | |||
Inception) to | |||
September | |||
30, | |||
2003 | |||
General and Administrative Expenses | |||
Consulting fees | $ | 500 | |
Office and general | 433 | ||
Professional fees | 5,000 | ||
Net loss before other items | (5,933 | ) | |
Other items | |||
Gain on foreign exchange | 400 | ||
Write-off of incorporation costs | (300 | ) | |
Net loss for the period | $ | (5,833 | ) |
Basic and diluted net loss per share | $ | (0.00 | ) |
Weighted average number of common shares outstanding | 1,350,000 |
SEE ACCOMPANYING NOTES
41
GLOBALWIDE PUBLICATION LTD.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the period July 14, 2003 (Date of Inception) to September 30, 2003
(Stated in US Dollars
)
July 14, 2003 | |||
(Date of | |||
Inception) to | |||
September | |||
30, | |||
2003 | |||
Operating Activities | |||
Net loss for the period | $ | (5,833 | ) |
Changes in non-cash working capital items related to | |||
operations | |||
Accounts receivable | (1,650 | ) | |
Accounts payable | 6,187 | ||
Net cash flows used in operating activities | (1,296 | ) | |
Financing Activities | |||
Bank indebtedness acquired Note 4 | (15,773 | ) | |
Proceeds on sale of common stock | 48,900 | ||
Net cash flow provided by financing activities | 33,127 | ||
Increase in cash during the period | 31,831 | ||
Cash, beginning of period | - | ||
Cash, end of period | $ | 31,831 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for: | |||
Interest | $ | - | |
Income taxes | $ | - | |
Non-cash transaction Note 8 |
SEE ACCOMPANYING NOTES
42
GLOBALWIDE PUBLICATION LTD.
CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
for the period July 14, 2003 (Date of Inception) to September 30, 2003
(Stated in US Dollars
)
Additional | |||||||||||||||
Common Stock | Paid-in | ||||||||||||||
Number | Par Value | Capital | Deficit | Total | |||||||||||
Issuance of common stock | |||||||||||||||
for cash at $0.001 | 3,900,000 | $ | 3,900 | $ | - | $ | - | $ | 3,900 | ||||||
Issuance of common stock | |||||||||||||||
for acquisition of Marco | |||||||||||||||
Polo World News Inc. | |||||||||||||||
at $0.001 | 2,100,000 | 2,100 | - | - | 2,100 | ||||||||||
Issuance of common stock | |||||||||||||||
for cash at $0.15 | 300,000 | 300 | 44,700 | - | 45,000 | ||||||||||
Net loss for the period | - | - | - | (5,833 | ) | (5,833 | ) | ||||||||
Balance, September 30, 2003 | 6,300,000 | $ | 6,300 | $ | 44,700 | $ | (5,833 | ) | $ | 45,167 |
SEE ACCOMPANYING NOTES
43
GLOBALWIDE PUBLICATION LTD.
September 30, 2003
(Stated in US Dollars
) - Page 1
Note 1 |
Nature and Continuance of Operations The Company and its subsidiary, Marco Polo News Inc. (MPW), a private British Columbia, Canada company, are involved in the business of publishing a weekly newspaper publication targeting particular readership. The Company intends to file an SB2 Registration Statement to be filed with the Securities and Exchange Commission and intends to list its shares for trading on the OTC Bulletin Board. The Company has incurred losses since inception totaling $5,833 and its ability to continue as a going concern is dependent on raising additional capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Companys ability to continue as a going concern. The Company was incorporated on July 14, 2003 in the State of Nevada. |
Note 2 |
Summary of Significant Accounting Policies The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement. Actual results may differ from these estimates. The financial statements, in managements opinion, have been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below: Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Marco Polo News Inc. All significant inter-company transactions and account balances have been eliminated. Revenue Recognition The Company subsidiary generates revenue from selling advertising space in its weekly newspaper publication which the Company produces and distributes to target markets. The Company records advertising revenue upon completion of printing of each weekly publication and collection is reasonably assured. Customer deposits received in advance of publication are recorded as deferred revenue. These consolidated financial statements have not reported any additional revenue or deferred revenue as the acquisition of the subsidiary was effective September 30, 2003. Advertising revenue and deferred revenue will be reported in the following periods. |
44
GLOBALWIDE PUBLICATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Stated in US Dollars
) - Page 2
Note 2 |
Summary of Significant Accounting Policies (contd) Cash and Cash Equivalents The Company considers all liquid investments, with an original maturity of three months or less when purchased, to be cash equivalents. Foreign Currency Translation The Company uses Canadian dollars as its functional currency and US dollars as its reporting currency. Current assets and liabilities are translated at the exchange rate in effect at the date of the balance sheet. Capital assets, stockholders equity, revenues and expenses are translated at the exchange rates in effect at the date of the transaction. Any gains or losses arising as a result of such translations are not included in operations but are reported as a separate component of equity for cumulative translation adjustments. Financial Instruments The carrying value of the Companys financial instruments, consisting of cash, accounts receivable and accounts payable approximate their fair value due to the short maturity of such instruments. Unless otherwise noted, it is managements opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. Income Taxes The Company follows Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes (FAS 109) which requires the use of the asset and liability method of accounting of income taxes. Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry forwards and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Goodwill and Intangible Assets The Company has adopted the provisions of the Financial Accounting Standards Board Statement No. 142, Goodwill and Intangible Assets" ("SFAS 142"). Under SFAS 142, goodwill and intangible assets with indefinite lives will no longer be amortized and will be tested for impairment annually. The determination of any impairment would include a comparison to estimated future operating cash flows anticipated during the remaining life with the net carrying value of the asset as well as a comparison of the fair value to the book value of the Company or the reporting unit to which the goodwill can be attributed. Management has determined that as at September 30, 2003 no impairment of intangible assets has occurred. |
45
GLOBALWIDE PUBLICATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Stated in US Dollars
) - Page 3
Note 2 |
Summary of Significant Accounting Policies (contd) Basic Loss Per Share The Company reports basic loss per share in accordance with the Statement of Financial Accounting Standards No. 128, Earnings Per Share. Basic loss per share is computed using the weighted average number of shares outstanding during the period. New Accounting Standards Management does not believe that any recently issued but not effective accounting standards if currently adapted could have a material affect on the accompanying financial statements. |
Note 3 |
Related Party Transactions Note 9 As at September 30, 2003, $14,715 was due from a director of the Company for cash advances which are unsecured, non-interest bearing and have no specific terms for repayment. This amount was subsequently received. |
Note 4 |
Acquisition of Marco Polo World News Inc. By an agreement dated August 29, 2003 and completed on September 30, 2003, the Company acquired 100% of the issued and outstanding shares of Marco Polo World News Inc. (MPW), in consideration for 2,100,000 common shares of the Company. This acquisition has been accounted for using the purchase method of accounting. The value assigned to the capital stock of the Company issued for the acquisition is equal to the fair value of the capital stock of the Company. The fair value of MPW's assets and liabilities at September 30, 2003, the date of the acquisition, is as follows: |
Cash | $ | - | ||
Accounts receivable | 10,109 | |||
Due from related parties | 14,715 | |||
Goodwill | 23,447 | |||
Total assets | 48,271 | |||
Less: bank indebtedness | (15,773 | ) | ||
accounts payable | (30,398 | ) | ||
Purchase price 2,100,000 common shares at $0.001 per share | $ | 2,100 |
46
GLOBALWIDE PUBLICATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Stated in US Dollars
) - Page 4
Total | ||||
Deferred Tax Assets | ||||
Non-capital loss carryforward | $ | 875 | ||
(875 | ) | |||
$ | - |
The amount taken into income as deferred tax assets
must reflect that portion of the income tax loss carry-forward that is
likely to be realized from future operations. The Company has chosen to
provide an allowance of 100% against all available income tax loss carryforwards,
regardless of their time of expiry.
|
47
GLOBALWIDE PUBLICATION LTD.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(Stated in US Dollars
) - Page 5
Year ended: | 2004 | $ | 5,911 | ||
2005 | 5,911 | ||||
2006 | 5,134 | ||||
2007 | 3,242 | ||||
$ | 20,198 |
b) |
By agreement dated June 1, 2002, Marco Polo News
Inc., the Companys subsidiary, entered into a sales agency and personal
services agreement with a director of the Company wherein the director
will be compensated by a 25% sales commission (contract service fees)
on all sales secured by him. This agreement terminates on July 31, 2005
and may be renewed at the option of the director for an additional three
years.
|
48
MARCO POLO WORLD NEWS INC.
REPORT AND FINANCIAL STATEMENTS
September 30, 2003
(Stated in Canadian Dollars )
SEE ACCOMPANYING NOTES
49
T ERRY A MISANO LTD. | A MISANO H ANSON |
K EVIN H ANSON, CA | C HARTERED A CCOUNTANTS |
AUDITORS' REPORT
To the Shareholders,
Marco Polo World News Inc.
We have audited the balance sheets of Marco Polo World News Inc. as at September 30, 2003 and 2002 and the statements of operations and cash flows for each of the years in the two year period ended September 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian and United States of America generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.
In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at September 30, 2003 and 2002 and the results of its operations and its cash flows for each of the years in the two year period ended September 30, 2003, in accordance with Canadian generally accepted accounting principles. As required by the British Columbia Company Act, we report that, in our opinion, these principles have been applied on a basis consistent with that of the preceding year.
Vancouver, Canada | Amisano Hanson |
November 5, 2003 | Chartered Accountants |
COMMENTS BY AUDITORS FOR U. S. READERS ON CANADA-U.S REPORTING CONFLICT
In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when there is substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern which assumes that realization of assets and discharge of liabilities in the normal course of business. As discussed in Note 1 to the accompanying financial statements, the Company has a working capital deficiency which raises substantial doubt about the Companys ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Our report to the shareholders dated November 5, 2003 is expressed in accordance with Canadian reporting standards, which to not permit a reference to such uncertainty in the Auditors Report when the uncertainty is adequately disclosed in the financial statements.
Vancouver, Canada | Amisano Hanson |
November 5, 2003 | Chartered Accountants |
750 WEST PENDER STREET, SUITE 604 | TELEPHONE: | 604-689-0188 |
VANCOUVER CANADA | FACSIMILE: | 604-689-9773 |
V6C 2T7 | E-MAIL: | amishan@telus.net |
50
MARCO POLO WORLD NEWS INC.
BALANCE SHEETS
September 30, 2003 and 2002
(Stated in Canadian Dollars
)
ASSETS | 2003 | 2002 | ||||
Current | ||||||
Amounts receivable | $ | 13,646 | $ | 21,487 | ||
Due from a related party Note 5 | 19,864 | 8,804 | ||||
$ | 33,510 | $ | 30,291 | |||
LIABILITIES | ||||||
Current | ||||||
Bank indebtedness Note 3 | $ | 21,292 | $ | 2,979 | ||
Accounts payable and accrued liabilities | 41,034 | 24,703 | ||||
62,326 | 27,682 | |||||
SHAREHOLDERS EQUITY (DEFICIENCY) | ||||||
Share Capital Note 4 | 1 | 1 | ||||
Deficit | (28,817 | ) | 2,608 | |||
(28,816 | ) | 2,609 | ||||
$ | 33,510 | $ | 30,291 | |||
Nature and Continuance of Operations Note 1 | ||||||
Commitments Note 7 |
SEE ACCOMPANYING NOTES
51
MARCO POLO WORLD NEWS INC.
STATEMENTS OF OPERATIONS
for the years ended September 30, 2003 and 2002
(Stated in Canadian Dollars
)
2003 | 2002 | |||||
Revenue | $ | 147,513 | $ | 175,791 | ||
Expenses | ||||||
Accounting and audit fees | - | 112 | ||||
Auto expenses | 19,259 | 12,934 | ||||
Bad debt expense | 20,701 | 15,554 | ||||
Contract service fees Note 5 | 57,127 | 83,450 | ||||
General and administrative expenses | 14,048 | 10,447 | ||||
Interest and bank charges | 2,220 | 621 | ||||
Insurance | 1,399 | 922 | ||||
Legal fees | 206 | 1,511 | ||||
Office rent | 5,410 | 9,548 | ||||
Printing, distribution and sorting | 43,983 | 42,222 | ||||
Promotion | 6,663 | 8,341 | ||||
Telephone and internet | 6,822 | 6,391 | ||||
Travel | 1,100 | 730 | ||||
(178,936 | ) | (192,783 | ) | |||
Net loss for the year | (31,425 | ) | (16,992 | ) | ||
Retained earnings, beginning of year | 2,608 | 19,600 | ||||
Retained earnings (deficit), end of year | $ | (28,817 | ) | $ | 2,608 |
SEE ACCOMPANYING NOTES
52
MARCO POLO WORLD NEWS INC.
STATEMENTS OF CASH FLOWS
for the years ended September 30, 2003 and 2002
(Stated in Canadian Dollars
)
2003 | 2002 | |||||
Operating Activities | ||||||
Net loss for the year | $ | (31,425 | ) | $ | (16,992 | ) |
Changes in non-cash working capital items related to operations: | ||||||
Amounts receivable | 7,841 | 8,398 | ||||
Accounts payable and accrued liabilities | 16,331 | 13,125 | ||||
Due from a related party | (11,060 | ) | (8,803 | ) | ||
Cash used in operating activities | (18,313 | ) | (4,272 | ) | ||
Financing Activity | ||||||
Increase in bank indebtedness | 18,313 | 2,979 | ||||
Decrease in cash and cash equivalents during the period | - | (1,293 | ) | |||
Cash, beginning of the period | - | 1,293 | ||||
Cash, end of the period | $ | - | $ | - | ||
Supplemental disclosure of cash flow information: | ||||||
Cash paid for: | ||||||
Interest | $ | - | $ | - | ||
Income taxes | $ | - | $ | - |
SEE ACCCOMPANYING NOTES
53
MARCO POLO WORLD NEWS INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003 and 2002
Note 1 |
Nature and Continuance of Operations The Company is in the business of publishing specialized interest publications targeting particular readership classified by occupation, type of industry, business or interest. The Company, through an agreement dated August 29, 2003 and completed on September 30, 2003, was acquired by GlobalWide Publication Inc. (GlobalWide), a company incorporated in Nevada, USA on July 14, 2003 which is planning to go public through a listing on the OTCBB. The initial capital for the Companys operations has been provided by directors and shareholders. The Company has incurred losses since inception totalling $28,817 and has a working capital deficiency of $48,680 as at September 30, 2003. Its ability to continue as a going concern is dependent upon the Companys ability to raise capital to fund future operations and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Companys ability to continue as a going concern. |
|
Note 2 |
Significant Accounting Policies The financial statements of the Company have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada and are stated in Canadian dollars. These financial statements conform in all respects with GAAP in the United States of America. Because a precise determination of many assets and liabilities is depended on the future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgement. Actual results may differ from these estimates. These financial statements have, in managements opinion, been properly prepared within reasonable limits of materiality and within the framework of significant accounting policies summarized below: |
|
(a) |
Organization The Company was incorporated under the Company Act of the Province of British Columbia on February 5, 1998. |
|
(b) |
Loss Per Share Basic loss per share is computed by dividing the loss for the year by the weighted average number of shares outstanding during the year. Diluted loss per share reflect the potential dilution that could occur if potentially dilutive securities were exercised or converted to common stock. The dilutive effect of options and warrants and their equivalent is computed by application of the treasury stock method and the effect of convertible securities by the if converted method. Fully diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly, there is no difference in the amounts presented for basic and diluted loss per share. |
54
MARCO POLO WORLD NEWS INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003 and 2002 - Page 2
Note 2 | Significant Accounting Policies (contd) | |
(c)
|
Financial Instruments
The carrying value of the Companys financial instruments,
consisting of amounts receivable and accounts payable and accrued liabilities
approximate their fair value due to the short-term maturity of such instruments.
Unless otherwise noted, it is managements opinion that the Company
is not exposed to significant interest, currency or credit risks arising
from these financial instruments.
|
|
(d)
|
Income Taxes
The Company follows the liability method of accounting
for income taxes. Under this method, current income taxes are recognized
for the estimated income taxes payable for the current year. Future income
tax assets and liabilities are determined based on differences between
tax and accounting basis of assets and liabilities. The future tax assets
or liabilities are calculated using the tax rates for the periods in which
the differences are expected to be settled. Future tax assets are recognized
to the extent that they are considered more likely than not to be realized.
|
|
(e)
|
Revenue Recognition
The Company generates revenue from selling advertising
space in its weekly newspaper publication which the Company produces and
distributes to target markets. The Company records advertising revenue
upon completion of printing of each weekly publication and collection
is reasonably assured.
|
|
Note 3 |
Bank Indebtedness The Companys operating line of credit, to a maximum of $20,000, is unsecured and bears interest at bank prime plus 5.5% per annum. |
|
Note 4 | Share Capital | |
a) |
Authorized: 10,000 common shares without par value |
|
b) |
Shares Issued : 1 common share at $1.00 per share |
55
MARCO POLO WORLD NEWS INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003 and 2002 - Page 3
Note 5 |
Related Party Transactions The Company incurred the following expenses charged by directors of the Company: |
Years ended September 30, | |||||||
2003 | 2002 | ||||||
Contract service fees | $ | 18,770 | $ | 29,400 |
By agreement dated June 1, 2002, the Company entered into a sales agency and personal services agreement with a director of the Company wherein the director will be compensated by a 25% sales commission (contract service fees) on all sales secured by him. This agreement terminates on July 31, 2005 and may be renewed at the option of the director for an additional three years. These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties. At September 30, 2003, due from a related party comprises $19,864 (2002: $8,804) due from a director of the Company which are unsecured, non-interest bearing and have no specific terms for repayment. This amount was subsequently received. |
|
Note 6 |
Corporation Income Tax Losses At September 30, 2003, the Company has accumulated non-capital losses totaling $28,231 which are available to reduce taxable income in future taxation years. These losses expire as follows: |
2009 | $ | 16,992 | ||
2010 | 11,239 | |||
$ | 28,231 |
The future income tax asset related to these losses
have not been recorded in the financial statements as it is more likely
than not that the assets will not be realized and a full valuation allowance
has been made.
|
56
MARCO POLO WORLD NEWS INC.
NOTES TO THE FINANCIAL STATEMENTS
September 30, 2003 and 2002 - Page 4
Note 7 |
Commitments At September 30, 2003, the Company has entered into operating leases for vehicles and is committed to the following payments: |
Year ended: | 2004 | $ | 7,979 | ||
2005 | 7,979 | ||||
2006 | 6,931 | ||||
2007 | 4,376 | ||||
$ | 27,265 |
Changes In And Disagreements With Accountants
We have had no changes in or disagreements with our accountants.
GLOBAL-WIDE PUBLICATION LTD.
Until , all dealers that effect transactions in these securities, whether or not participation in this offering, may be required to deliver a prospectus. This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
November 21, 2003
57
Available Information
We have filed a registration statement on Form SB-2 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commissions principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.
Information Not Required In The Prospectus
Indemnification Of Directors And Officers
Our officers and directors are indemnified as provided by the Nevada Statutes and our bylaws.
Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a companys articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
(1) |
a willful failure to deal fairly with
the company or its shareholders in connection with a matter in which the
director has a material conflict of interest;
|
|
(2) |
a violation of criminal law (unless
the director had reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her conduct was unlawful);
|
|
(3) | a transaction from which the director derived an improper personal profit; and | |
(4) | willful misconduct. |
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1) | such indemnification is expressly required to be made by law; | |
(2) | the proceeding was authorized by our Board of Directors; | |
(3) | such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or | |
(4) | such indemnification is required to be made pursuant to the bylaws. |
58
Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange Commission registration fee | $ | 1,500 | ||
Transfer Agent Fees | $ | 1,500 | ||
Accounting fees and expenses | $ | 6,500 | ||
Legal fees and expenses | $ | 10,000 | ||
Edgar filing fees | $ | 1,000 | ||
Total | $ | 20,500 |
All amounts are estimates other than the Commissions registration fee.
We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale. These costs will be expensed by us by the end of the fourth quarter of 2003, as the accounts from the respective parties involved are received.
Recent Sales Of Unregistered Securities
We issued 3,900,000 shares of common stock at a price of $0.001 per share, for total proceeds of $3,900.00, to six purchasers on August 5, 2003. Of these shares, 2,400,000 were sold to our president, chief executive officer and director, Mr. Robert Hoegler. These shares were issued pursuant to Section 4(2) of the Securities Act of 1933 (the Securities Act) and are restricted shares in accordance with the Securities Act of 1933.
On September 2, 2003, we issued 2,100,000 shares of common stock at a deemed price of $0.001 per share to Mr. Rino Vultaggio, the owner of all of the shares in the common stock of our wholly owned subsidiary
59
Marco Polo World News Inc. These shares were issued pursuant to Section 4(2) of the Securities Act and are restricted shares in accordance with the Securities Act of 1933.
We completed an offering of 300,000 shares of our common stock at a price of $0.15 per share to 44 individuals for total proceeds of $45,000 on September 30, 2003. The offering was pursuant to Regulation S of the Securities Act. Each purchaser represented to us that he was a non-US person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented his intention to acquire the securities for investment only and not with a view toward distribution. Appropriate legends were affixed to the stock certificate issued to each purchaser in accordance with Regulation S. Each investor was given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. No registration rights were granted to any of the purchasers. Our offering complies with Category 3 of Regulation S. The following sets forth the facts upon which we relied in order to comply with this Category of Regulation S:
1. |
The purchasers of our common
stock were all close friends, relatives or business associates of our
directors and officers. As such, each purchaser was known to us to be
a non-U.S. resident.
|
|
2. | Each purchaser certified and agreed to us that he or she: | |
a) | was not a U.S. person and was not purchasing the securities for the account or benefit of a U.S. person; | |
b) |
would only resell the securities in accordance with
the provisions of Regulation S, pursuant to registration or pursuant to
an available exemption from registration; and
|
|
c) |
would not engage in hedging transactions with regard
to the securities unless such transactions were in compliance with the
Act.
|
|
3. |
The certificates representing the shares contain the following legend: The Securities represented hereby have not been registered under the Securities Act of 1933 (the Act), and have been issued in reliance upon an exemption from the registration requirements of the Act provided by Regulation S promulgated under the Act. Such securities may not be re-offered for sale or resold or otherwise transferred except in accordance with the provisions of Regulation S, pursuant to an effective registration under the Act, or pursuant to an available exemption from registration under the Act. Hedging transactions involving the securities may not be conducted unless in compliance with the Act. |
|
4. |
We have agreed to refuse
to register any transfer of the securities not made in accordance with
the provisions of Regulation S, pursuant to registration under the Act
or pursuant to an available exemption from registration.
|
Exhibits
Exhibit | Description |
Number | |
1.1 | Articles of Incorporation |
2.1 | By-Laws |
3.1 | Opinion of Anslow & Jaclin, LLP, with consent to use |
4.1 | Share Purchase Agreement dated August 29, 2003 between Marco Polo World News Inc., Rino Vultaggio and Global-Wide Publication Ltd. |
5.1 | Consent of Amisano Hanson., Chartered Accountants |
60
Undertakings
The undersigned registrant hereby undertakes:
1. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: | |
(a) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; | |
(b) |
To reflect in the prospectus any facts
or events arising after the effective date of this registration statement,
or most recent post-effective amendment, which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and
|
|
(c) |
To include any material information
with respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in the
registration statement.
|
|
2. |
That, for the purpose of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
|
|
3. |
To remove from registration
by means of a post-effective amendment any of the securities being registered
hereby which remain unsold at the termination of the offering.
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling person sin connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and we will be governed by the final adjudication of such issue.
Signatures
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, Province of British Columbia on November 21, 2003.
61
Global-Wide Publication Ltd. | |
By: /s/ Robert Hoegler | |
|
|
Robert Hoegler, President |
Power of Attorney
ALL MEN BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Robert Hoegler, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all pre- or post-effective amendments to this registration statement, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any one of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated.
SIGNATURE | CAPACITY IN WHICH SIGNED | DATE | ||
By: | /s / Robert Hoegler | President, Chief Executive | Dated: November | |
|
Officer and Director | 21, 2003 | ||
Robert Hoegler | ||||
By: | /s/ Rino Vultaggio | Director | Dated: November | |
|
21, 2003 | |||
Rino Vultaggio | ||||
By: | /s/ Lesia Ozer | Secretary, Treasurer, and | Dated: November | |
|
Chief Financial Officer | 21, 2003 | ||
Lesia Ozer |
62
BYLAWS
of
GLOBAL-WIDE PUBLICATION LTD.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
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, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
Section 6 - Quorum
a) |
No business, other than the election of the chairman
or the adjournment of the meeting, will be transacted at an annual or
special meeting unless a quorum of shareholders, entitled to attend and
vote, is present at the commencement of the meeting, but the quorum need
not be present throughout the meeting.
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b) |
Except as otherwise provided in these Bylaws, a quorum
is two persons present and being, or representing by proxy, shareholders
of the Corporation.
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c) |
If within half an hour from the time appointed for
an annual or special meeting a quorum is not present, the meeting shall
stand adjourned to a day, time and place as determined by the chairman
of the meeting.
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Section 7 - Voting
Subject to a special voting rights or restrictions attached to a class of shares, each shareholder shall be entitled to one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy.
Section 8 - Motions
No motion proposed at an annual or special meeting need be seconded.
Section 9 - Equality of Votes
In the case of an equality of votes, the chairman of the meeting at which the vote takes place is not entitled to have a casting vote in addition to the vote or votes to which he may be entitled as a shareholder of proxyholder.
Section 10 - Dispute as to Entitlement to Vote
In a dispute as to the admission or rejection of a vote at an annual or special meeting, the decision of the chairman made in good faith is conclusive.
Section 11 - Proxy
a) |
Each shareholder entitled to vote at an annual or
special meeting may do so either in person or by proxy. A form of proxy
must be in writing under the hand of the appointor or of his or her attorney
duly authorized in writing, or, if the appointor is a corporation, either
under the seal of the corporation or under the hand of a duly authorized
officer or attorney. A proxyholder need not be a shareholder of the Corporation.
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b) |
A form of proxy and the power of attorney or other
authority, if any, under which it is signed or a facsimiled copy thereof
must be deposited at the registered office of the Corporation or at such
other place as is specified for that purpose in the notice convening
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the meeting. In addition to any other method of depositing
proxies provided for in these Bylaws, the Directors may from time to time
by resolution make regulations relating to the depositing of proxies at
a place or places and fixing the time or times for depositing the proxies
not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding
the meeting or adjourned meeting specified in the notice calling a meeting
of shareholders.
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ARTICLE II: BOARD OF DIRECTORS Section 1 - Number, Term, Election and Qualifications |
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a) |
The first Board of Directors of the Corporation,
and all subsequent Boards of the Corporation, shall consist of not less
than one (1) and not more than nine (9) directors. The number of Directors
may be fixed and changed from time to time by ordinary resolution of the
shareholders of the Corporation.
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b) |
The first Board of Directors shall hold office until
the first annual meeting of shareholders and until their successors have
been duly elected and qualified or until there is a decrease in the number
of directors. Thereinafter, Directors will be elected at the annual meeting
of shareholders and shall hold office until the annual meeting of the
shareholders next succeeding his or her election, or until his or her
prior death, resignation or removal. Any Director may resign at any time
upon written notice of such resignation to the Corporation.
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c) | A casual vacancy occurring in the Board may be filled by the remaining Directors. |
d) |
Between successive annual meetings, the Directors
have the power to appoint one or more additional Directors but not more
than 1/2 of the number of Directors fixed at the last shareholder meeting
at which Directors were elected. A Director so appointed holds office
only until the next following annual meeting of the Corporation, but is
eligible for election at that meeting. So long as he or she is an additional
Director, the number of Directors will be increased accordingly.
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e) | A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office. |
Section 2 - Duties, Powers and Remuneration | |
a) |
The Board of Directors shall be responsible for the
control and management of the business and affairs, property and interests
of the Corporation, and may exercise all powers of the Corporation, except
for those powers conferred upon or reserved for the shareholders or any
other persons as required under Nevada state law, the Corporation's Articles
of Incorporation or by these Bylaws.
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b) | The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. |
Section 3 - Meetings of Directors | |
a) |
The President of the Corporation shall preside as
chairman at every meeting of the Directors, or if the President is not
present or is willing to act as chairman, the Directors present shall
choose one of their number to be chairman of the meeting.
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b) |
The Directors may meet together for the dispatch
of business, and adjourn and otherwise regulate their meetings as they
think fit. Questions arising at a meeting must be decided by a majority
of votes. In case of an equality of votes the chairman does not have a
second or casting vote. Meetings of the Board held at regular intervals
may be held at the place and time upon the notice (if any) as the Board
may by resolution from time to time determine.
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c) |
A Director may participate in a meeting of the Board
or of a committee of the Directors using conference telephones or other
communications facilities by which all Directors participating in the
meeting can hear each other and provided that all such Directors agree
to such participation. A Director participating in a meeting in accordance
with this Bylaw is deemed to be present at the meeting and to have so
agreed. Such Director will be counted in the quorum and entitled to speak
and vote at the meeting.
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d) |
A Director may, and the Secretary on request of a
Director shall, call a meeting of the Board. Reasonable notice of the
meeting specifying the place, day and hour of the meeting must be given
by mail, postage prepaid, addressed to each of the Directors and alternate
Directors at his or her address as it appears on the books of the Corporation
or by leaving it at his or her usual business or residential address or
by telephone, facsimile or other method of transmitting legibly recorded
messages. It is not necessary to give notice of a meeting of Directors
to a Director immediately following a shareholder meeting at which the
Director has been elected, or is the meeting of Directors at which the
Director is appointed.
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e) |
A Director of the Corporation may file with the Secretary
a document executed by him waiving notice of a past, present or future
meeting or meetings of the Directors being, or required to have been,
sent to him and may at any time withdraw the waiver with respect to meetings
held thereafter. After filing such waiver with respect to future meetings
and until the waiver is withdrawn no notice of a meeting of Directors
need be given to the Director. All meetings of the Directors so held will
be deemed not to be improperly called or constituted by reason of notice
not having been given to the Director.
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f) |
The quorum necessary for the transaction of the business
of the Directors may be fixed by the Directors and if not so fixed is
a majority of the Directors or, if the number of Directors is fixed at
one, is one Director.
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g) |
The continuing Directors may act notwithstanding
a vacancy in their body but, if and so long as their number is reduced
below the number fixed pursuant to these Bylaws as the necessary quorum
of Directors, the continuing Directors may act for the purpose of increasing
the number of Directors to that number, or of summoning a shareholder
meeting of the Corporation, but for no other purpose.
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h) |
All acts done by a meeting of the Directors, a committee
of Directors, or a person acting as a Director, will, notwithstanding
that it be afterwards discovered that there was some defect in the qualification,
election or appointment of the Directors, shareholders of the committee
or person acting as a Director, or that any of them were disqualified,
be as valid as if the person had been duly elected or appointed and was
qualified to be a Director.
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i) |
A resolution consented to in writing, whether by
facsimile or other method of transmitting legibly recorded messages, by
all of the Directors is as valid as if it had been passed at a meeting
of the Directors duly called and held. A resolution may be in two or more
counterparts which together are deemed to constitute one resolution in
writing. A resolution must be filed with the minutes of the proceedings
of the directors and is effective on the date stated on it or on the latest
date stated on a counterpart.
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j) | All Directors of the Corporation shall have equal voting power. |
Section 4 - Removal One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose. Section 5 - Committees |
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a) |
The Directors may from time to time by resolution
designate from among its members one or more committees, and alternate
members thereof, as they deem desirable, each consisting of one or more
members, with such powers and authority (to the extent permitted by law
and these Bylaws) as may be provided in such resolution. Unless the Articles
of Incorporation or Bylaws state otherwise, the Board of Directors may
appoint natural persons who are not Directors to serve on such committees
authorized herein. Each such committee shall serve at the pleasure of
the Board of Directors and unless otherwise stated by law, the Certificate
of Incorporation of the Corporation or these Bylaws, shall be governed
by the rules and regulations stated herein regarding the Board of Directors.
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b) |
Each Committee shall keep regular minutes of its
transactions, shall cause them to be recorded in the books kept for that
purpose, and shall report them to the Board at such times as the Board
may from time to time require. The Board has the power at any time to
revoke or override the authority given to or acts done by any Committee.
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ARTICLE III: OFFICERS Section 1 - Number, Qualification, Election and Term of Office |
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a) |
The Corporation's officers shall have such titles
and duties as shall be stated in these Bylaws or in a resolution of the
Board of Directors which is not inconsistent with these Bylaws. The officers
of the Corporation shall consist of a president, secretary, treasurer,
and also may have one or more vice presidents, assistant secretaries and
assistant treasurers and such
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other officers as the Board of Directors may from
time to time deem advisable. Any officer may hold two or more offices
in the Corporation, and may or may not also act as a Director.
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b) |
The officers of the Corporation shall be elected
by the Board of Directors at the regular annual meeting of the Board following
the annual meeting of shareholders.
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c) |
Each officer shall hold office until the annual meeting
of the Board of Directors next succeeding his or her election, and until
his or her successor shall have been duly elected and qualified, subject
to earlier termination by his or her death, resignation or removal.
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Section 2 - Resignation Any officer may resign at any time by giving written notice of such resignation to the Corporation. Section 3 - Removal Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer. Section 4 - Remuneration The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders. Section 5 - Conflict of Interest Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict. ARTICLE V: SHARES OF STOCK Section 1 - Certificate of Stock |
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a) | The shares of the Corporation shall be represented by certificates or shall be uncertificated shares. |
b) |
Certificated shares of the Corporation shall be signed,
either manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of shares
owned by the shareholder in the Corporation. Whenever any certificate
is countersigned or otherwise authenticated by a transfer agent or transfer
clerk, and by a registrar, then a facsimile of the signatures of the officers
or agents, the transfer agent or transfer clerk or the registrar of the
Corporation may be printed or lithographed upon the certificate in lieu
of the actual signatures. If the Corporation uses facsimile signatures
of its
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officers and agents on its
stock certificates, it cannot act as registrar of its own stock, but its
transfer agent and registrar may be identical if the institution acting
in those dual capacities countersigns or otherwise authenticates any stock
certificates in both capacities. If any officer who has signed or whose
facsimile signature has been placed upon such certificate, shall have
ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer
at the date of its issue.
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||
c) |
If the Corporation issued
uncertificated shares as provided for in these Bylaws, within a reasonable
time after the issuance or transfer of such uncertificated shares, and
at least annually thereafter, the Corporation shall send the shareholder
a written statement certifying the number of shares owned by such shareholder
in the Corporation.
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d) |
Except as otherwise provided
by law, the rights and obligations of the holders of uncertificated shares
and the rights and obligations of the holders of certificates representing
shares of the same class and series shall be identical.
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e) |
If a share certificate:
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(i)
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is worn out or defaced, the Directors
shall, upon production to them of the certificate and upon such other
terms, if any, as they may think fit, order the certificate to be cancelled
and issue a new certificate;
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(ii)
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is lost, stolen or destroyed, then upon
proof being given to the satisfaction of the Directors and upon and indemnity,
if any being given, as the Directors think adequate, the Directors shall
issue a new certificate; or
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(iii)
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represents more than one share and the
registered owner surrenders it to the Corporation with a written request
that the Corporation issue in his or her name two or more certificates,
each representing a specified number of shares and in the aggregate representing
the same number of shares as the certificate so surrendered, the Corporation
shall cancel the certificate so surrendered and issue new certificates
in accordance with such request.
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Section 2 - Transfers of Shares | ||
a) |
Transfers or registration
of transfers of shares of the Corporation shall be made on the stock transfer
books of the Corporation by the registered holder thereof, or by his or
her attorney duly authorized by a written power of attorney; and in the
case of shares represented by certificates, only after the surrender to
the Corporation of the certificates representing such shares with such
shares properly endorsed, with such evidence of the authenticity of such
endorsement, transfer, authorization and other matters as the Corporation
may reasonably require, and the payment of all stock transfer taxes due
thereon.
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b) |
The Corporation shall be
entitled to treat the holder of record of any share or shares 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
share or shares on the part of any
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other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. | |
Section 3 - Record Date | |
a) |
The Directors may fix in advance a date, which must
not be more than 60 days permitted by the preceding the date of a meeting
of shareholders or a class of shareholders, or of the payment of a dividend
or of the proposed taking of any other proper action requiring the determination
of shareholders as the record date for the determination of the shareholders
entitled to notice of, or to attend and vote at, a meeting and an adjournment
of the meeting, or entitled to receive payment of a dividend or for any
other proper purpose and, in such case, notwithstanding anything in these
Bylaws, only shareholders of records on the date so fixed will be deemed
to be the shareholders for the purposes of this Bylaw.
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b) | Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. |
Section 4 - Fractional Shares Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares. ARTICLE VI: DIVIDENDS |
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a) |
Dividends may be declared and paid out of any funds
available therefor, as often, in such amounts, and at such time or times
as the Board of Directors may determine and shares may be issued pro rata
and without consideration to the Corporation's shareholders or to the
shareholders of one or more classes or series.
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b) |
Shares of one class or
series may not be issued as a share dividend to shareholders of another
class or series unless such issuance is in accordance with the Articles
of Incorporation and:
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(i) | a majority of the current shareholders of the class or series to be issued approve the issue; or | |
(ii) | there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend. | |
ARTICLE VII: BORROWING
POWERS
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||
a) |
The Directors may from time
to time on behalf of the Corporation:
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(i)
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borrow money in such manner and amount,
on such security, from such sources and upon such terms and conditions
as they think fit,
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(ii)
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issue bonds, debentures and other debt
obligations either outright or as security for liability or obligation
of the Corporation or another person, and
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(iii) |
mortgage, charge, whether by way of
specific or floating charge, and give other security on the undertaking,
or on the whole or a part of the property and assets of the Corporation
(both present and future).
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b) |
A bond, debenture or other
debt obligation of the Corporation may be issued at a discount, premium
or otherwise, and with a special privilege as to redemption, surrender,
drawing, allotment of or conversion into or exchange for shares or other
securities, attending and voting at shareholder meetings of the Corporation,
appointment of Directors or otherwise, and may by its terms be assignable
free from equities between the Corporation and the person to whom it was
issued or a subsequent holder thereof, all as the Directors may determine.
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ARTICLE VIII: FISCAL YEAR The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law. ARTICLE IX: CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document. |
ARTICLE X: AMENDMENTS Section 1 - By Shareholders All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose. Section 2 - By Directors The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation. ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS |
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a) |
A Director who is, in any
way, directly or indirectly interested in an existing or proposed contract
or transaction with the Corporation or who holds an office or possesses
property whereby, directly or indirectly, a duty or interest might be
created to conflict with his or her duty or interest as a Director, shall
declare the nature and extent of his or her interest in such contract
or transaction or of the conflict with his or her duty and interest as
a Director, as the case may be.
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b) |
A Director shall not vote
in respect of a contract or transaction with the Corporation in which
he is interested and if he does so his or her vote will not be counted,
but he will be counted in the quorum present at the meeting at which the
vote is taken. The foregoing prohibitions do not apply to:
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(i) |
a contract or transaction relating to
a loan to the Corporation, which a Director or a specified corporation
or a specified firm in which he has an interest has guaranteed or joined
in guaranteeing the repayment of the loan or part of the loan;
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(ii) |
a contract or transaction made or to
be made with or for the benefit of a holding corporation or a subsidiary
corporation of which a Director is a director or officer;
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(iii) |
a contract by a Director to subscribe
for or underwrite shares or debentures to be issued by the Corporation
or a subsidiary of the Corporation, or a contract, arrangement or transaction
in which a Director is directly or indirectly interested if all the other
Directors are also directly or indirectly interested in the contract,
arrangement or transaction;
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(iv) |
determining the remuneration of the
Directors;
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(v) |
purchasing and maintaining insurance
to cover Directors against liability incurred by them as Directors; or
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(vi) | the indemnification of a Director by the Corporation. |
c) |
A Director may hold an office or place of profit
with the Corporation (other than the office of Auditor of the Corporation)
in conjunction with his or her office of Director for the period and on
the terms (as to remuneration or otherwise) as the Directors may determine.
No Director or intended Director will be disqualified by his or her office
from contracting with the Corporation either with regard to the tenure
of any such other office or place of profit, or as vendor, purchaser or
otherwise, and, no contract or transaction entered into by or on behalf
of the Corporation in which a Director is interested is liable to be voided
by reason thereof.
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d) |
A Director or his or her firm may act in a professional
capacity for the Corporation (except as Auditor of the Corporation), and
he or his or her firm is entitled to remuneration for professional services
as if he were not a Director.
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e) |
A Director may be or become a director or other officer
or employee of, or otherwise interested in, a corporation or firm in which
the Corporation may be interested as a shareholder or otherwise, and the
Director is not accountable to the Corporation for remuneration or other
benefits received by him as director, officer or employee of, or from
his or her interest in, the other corporation or firm, unless the shareholders
otherwise direct.
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ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) |
The Directors shall cause the Corporation to indemnify
a Director or former Director of the Corporation and the Directors may
cause the Corporation to indemnify a director or former director of a
corporation of which the Corporation is or was a shareholder and the heirs
and personal representatives of any such person against all costs, charges
and expenses, including an amount paid to settle an action or satisfy
a judgment, actually and reasonably incurred by him or them including
an amount paid to settle an action or satisfy a judgment inactive criminal
or administrative action or proceeding to which he is or they are made
a party by reason of his or her being or having been a Director of the
Corporation or a director of such corporation, including an action brought
by the Corporation or corporation. Each Director of the Corporation on
being elected or appointed is deemed to have contracted with the Corporation
on the terms of the foregoing indemnity.
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b) |
The Directors may cause the Corporation to indemnify
an officer, employee or agent of the Corporation or of a corporation of
which the Corporation is or was a shareholder (notwithstanding that he
is also a Director), and his or her heirs and personal representatives
against all costs, charges
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and expenses incurred by him or them and resulting
from his or her acting as an officer, employee or agent of the Corporation
or corporation. In addition the Corporation shall indemnify the Secretary
or an Assistance Secretary of the Corporation (if he is not a full time
employee of the Corporation and notwithstanding that he is also a Director),
and his or her respective heirs and legal representatives against all
costs, charges and expenses incurred by him or them and arising out of
the functions assigned to the Secretary by the Corporation Act or these
Articles and each such Secretary and Assistant Secretary, on being appointed
is deemed to have contracted with the Corporation on the terms of the
foregoing indemnity.
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c) |
The Directors may cause the Corporation to purchase
and maintain insurance for the benefit of a person who is or was serving
as a Director, officer, employee or agent of the Corporation or as a director,
officer, employee or agent of a corporation of which the Corporation is
or was a shareholder and his or her heirs or personal representatives
against a liability incurred by him as a Director, officer, employee or
agent.
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CERTIFIED TO BE THE BYLAWS OF:
GLOBAL-WIDE PUBLICATION LTD.
per:
___________________________________
LESIA OZER, Secretary
ANSLOW
& JACLIN, LLP
|
RICHARD I. ANSLOW |
Admitted in NJ, NY, DC | |
E-Mail: Ranslow@anslowlaw.com | |
GREGG E. JACLIN | |
Admitted in NJ, NY | |
E.Mail: Gjaclin@anslowlaw.com | |
ROSS A. GOLDSTEIN | |
Admitted in NJ, NY | |
E-Mail: Rgoldstein@anslowlaw.com | |
____________________ | |
Website: www.anslowlaw.com | |
E-Mail: Firm@anslow.com |
November 21, 2003
Global-Wide Publication, Ltd.
595 Howe Street, Suite 323
Vancouver, British Columbia V6C 2T5
Gentlemen:
You have requested our opinion, as counsel for Global-Wide Publication Ltd. a Nevada corporation (the Company), in connection with the registration statement on Form SB-2 (the Registration Statement), under the Securities Act of 1933 (the Act), being filed by the Company with the Securities and Exchange Commission.
The Registration Statement relates to an offering of 1,800,000 shares of the Company's common stock.
We have examined such records and documents and made such examination of laws as we have deemed relevant in connection with this opinion. It is our opinion that the shares of common stock to be sold by the selling shareholders have been duly authorized and are legally issued, fully paid and non-assessable..
No opinion is expressed herein as to any laws other than the State of Nevada of the United States. This opinion opines upon Nevada law including the statutory provisions, all applicable provisions of the Nevada Constitution and reported judicial decisions interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption Experts in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
ANSLOW & JACLIN, LLP
By:
/s/ Gregg E. Jaclin
GREGG E. JACLIN
ACQUISITION AGREEMENT
BETWEEN:
OF THE FIRST PART
AND:
OF THE SECOND PART
WHEREAS:
A. |
MPW is engaged in the business of producing,
publishing and distributing a weekly ethnic language newspaper called
Il Marco Polo Italian Weekly Newspaper previously known as LEco
DItalia,
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B. |
Global desires to purchase all the issued
and outstanding shares of common stock in the capital of MPW (the Shares)
on the terms and conditions hereinafter set forth;
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NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual agreements and covenants herein contained, the parties hereby covenant and agree as follows:
1. MPWS REPRESENTATIONS
Vultaggio and MPW hereby jointly and severally make the following representations and warranties to Global, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, each of which shall be unaffected by any investigation made by Global and shall survive the Closing Date:
(a) |
The authorized capital of MPW consists
of 10,000 common shares without par value of which one common share (the
Share) is issued as fully paid and non-assessable. Vultaggio
is the registered holder and beneficial owner of one Share. There are
no outstanding or authorized options, dividends, warrants, agreements,
subscriptions, calls, demand or rights of any character relating to the
capital stock of MPW, whether or not issued, including, without limitation,
securities convertible into or evidencing the right to purchase any securities
of MPW;
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(b) |
MPW is a corporation duly incorporated,
validly existing and in good standing under the laws of British Columbia
and has all requisite corporate power and
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2
authority to own its property and operate
its business as and where it is now being conducted;
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(c) |
MPW is duly licensed or qualified and
in good standing in the province of British Columbia, which is the sole
jurisdiction in which the nature of MPWs assets or the business
conducted by MPW makes qualification necessary;
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(d) |
MPW has no subsidiaries and owns no
interest in any corporation, partnership, proprietorship or any other
business entity;
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(e) |
MPW has good and marketable title to
all of its assets free and clear of all mortgages, liens, pledges, charges,
claims, leases, restrictions or encumbrances of any nature whatsoever,
and subject to no restrictions with respect to transferability. All of
MPWs assets are in its possession and control;
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(f) |
MPW has not given a power of attorney,
which is currently in effect, to any person, firm or corporation for any
purpose whatsoever;
|
(g) |
MPW has not entered into any other agreement
or granted any option to sell or otherwise transfer any of its assets;
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(h) |
To the knowledge of MPW, each contract,
lease, license, commitment and agreement to which it is a party is in
full force and effect and constitutes a legal, valid and binding obligation
of all of the parties thereto. MPW is not in default and has not received
or given any notice of default, and to MPWs knowledge, no other
party thereto is in default, under any such contract, lease, license,
commitment or other agreement or under any other obligation relating to
MPWs assets or its business;
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(i) |
There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body involving MPW. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to the
best of MPWs knowledge, no investigation by any governmental agency
pertaining to MPW or its assets is pending or has been threatened against
MPW which could adversely affect the financial condition or prospects
of MPW or the conduct of the business thereof or any of MPWs assets
or materially adversely affect the ability of the shareholders of MPW
to consummate the transactions contemplated by this Agreement;
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(j) |
To its knowledge, MPW has not infringed
any patent or patent application, copyright or copyright application,
trademark or trademark application or trade name or other proprietary
or intellectual property right of any other person or received any notice
of a claim of such infringement;
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(k) |
MPW has the right to use all data and
information necessary to permit the conduct
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3
of its business from and after the Closing
Date, as such business is and has been normally conducted;
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(l) |
The Articles of MPW permit it to carry
on its present business and to enter into this Agreement;
|
(m) |
The performance of this Agreement will
not be in violation of the Articles of MPW or any agreement to which MPW
is a party and will not give any person any right to terminate or cancel
any agreement or any right enjoyed by MPW and will not result in the creation
or imposition of any lien, encumbrance or restriction of any nature whatsoever
in favour of a third party upon or against the assets of MPW;
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(n) |
MPW holds all permits, licences, registrations
and authorizations necessary for it to conduct its business;
|
(o) |
MPW is not in violation of any federal,
state, municipal or other law, regulation or order of any government or
regulatory authority;
|
(p) |
MPW has filed with the appropriate government
agencies all tax or information returns and tax reports required to be
filed, and such filings are substantially true, complete and correct;
|
(q) |
All federal, state, municipal, foreign,
sales, property or excise or other taxes whether or not yet due have been
fully paid or adequately provided for;
|
(r) |
The corporate records and minute books
of MPW contain complete and accurate minutes of all meetings of the directors
and shareholders of MPW held since incorporation;
|
(s) |
All material transactions of MPW have
been promptly and properly recorded or filed in or with its respective
books and records; and
|
(t) |
MPW has complied with all laws, rules,
regulations and orders applicable to it relating to employment, including
those relating to wages, hours, collective bargaining, occupational health
and safety, employment standards and workers' compensation.
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2. GLOBAL'S REPRESENTATIONS
Global hereby makes the following representations and warranties to Vultaggio and MPW, each of which is true and correct on the date hereof and will be true and correct on the Closing Date, each of which shall be unaffected by any investigation made by Vultaggio or MPW and shall survive the Closing Date:
(a) |
The authorized capital of Global consists of 70,000,000
shares of common stock and 5,000,000 shares of preferred stock with par
value of $0.001 each, of which 4,900,000 shares are issued as fully paid
and non-assessable. An additional 300,000
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4
shares of common stock will be issued
by way of an Offering Memorandum to raise US $ 45,000 for Global financial
requirements. There are no outstanding or authorized options, dividends,
warrants, agreements, subscriptions, calls, demand or rights of any character
relating to the capital stock of Global, whether or not issued, including,
without limitation, securities convertible into or evidencing the right
to purchase any securities of Global. However, it is contemplated that
Global will issue additional shares of common stock in order to raise
financing necessary for working capital and to fund the acquisition MPW;
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|
(b) |
Global is a corporation duly incorporated,
validly existing and in good standing under the laws of the State of Nevada
and has all requisite corporate power and authority to own its property
and operate its business as and where it is now being conducted;
|
(c) |
Global is in good standing with respect
to its filings with the Nevada Secretary of State;
|
(d) |
Global has no subsidiaries and owns
no interest in any corporation, partnership, proprietorship or any other
business entity;
|
(e) |
Global currently has no assets or liabilities
other than cash received for share subscriptions;
|
(f) |
Global has not entered into any other
agreement or granted any option to sell or otherwise transfer any of its
assets or its securities;
|
(g) |
Global is not a party to any contracts,
leases, licenses, commitments and other agreements relating to its assets
or its business;
|
(h) |
There are no outstanding orders, judgments,
injunctions, awards or decrees of any court, arbitrator or governmental
or regulatory body involving Global. No suit, action or legal, administrative,
arbitration or other proceeding or reasonable basis therefor, or, to the
best of Globals knowledge, no investigation by any governmental
agency, pertaining to Global or its assets is pending or has been threatened
against Global which could adversely affect the financial condition or
prospects of Global or the conduct of the business thereof or any of Globals
assets or materially adversely affect the ability of Global to consummate
the transactions contemplated by this Agreement;
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(i) |
The Articles and Bylaws of Global permit
it to carry on its present business and to enter into this Agreement;
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(j) |
The performance of this Agreement will
not be in violation of the Articles or Bylaws of Global or any agreement
to which Global is a party;
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5
(k) |
Global is not in violation of any federal,
state, municipal or other law, regulation or order of any government or
regulatory authority;
|
(l) |
Global has filed with the appropriate
government agencies all tax or information returns and tax reports required
to be filed, and such filings are substantially true, complete and correct;
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(m) |
No federal, state, municipal, foreign,
sales, property or excise or other taxes are payable by Global;
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(n) |
The corporate records and minute books
of Global contain complete and accurate minutes of all meetings of the
directors and shareholders of Global held since incorporation; and
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(o) |
All material transactions of Global
have been promptly and properly recorded or filed in or with its respective
books and records.
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3. SALE OF SHARES On the Closing Date, upon the terms and conditions herein set forth, Global agrees to purchase a 100% undivided right, title and interest in and to the Share in consideration of Global issuing to Vultaggio 2,100,000 restricted shares of common stock in the capital of Global (the Vend-In Stock). In further consideration, Global shall commit to lend, without any fixed terms of repayment, the sum of US$6,000 to MPW, which MPW shall use primarily to cover the costs associated with its obligations relating to the closing of this agreement. 4. CLOSING The sale and purchase of the Shares shall be closed at the office of Global as follows: |
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a. |
at 10:00 A.M. (Vancouver time) on September
30th, 2003 (the closing date) or
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b. |
on such other date or at such other
place upon confirmation by Global of completion of an Offering Memorandum
to raise US $ 45,000 or
|
c. |
on as such other date and such other
place as may be agreed upon by the parties
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5. ACTIONS BY THE PARTIES PENDING CLOSING From and after the date hereof and until the Closing Date, MPW and Global covenant and agree that: |
|
(a)
|
MPW and Global, and their authorized
representatives, shall have full access during normal business hours to
all documents of MPW and Global and each party shall furnish to the other
party or its authorized representatives all information with respect to
the affairs and business of MPW and Global as the parties may reasonably
request;
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6
(b) |
MPW and Global shall conduct their business
diligently and substantially in the manner previously conducted and MPW
and Global shall not make or institute any unusual or novel methods of
purchase, sale, management, accounting or operation, except with the prior
written consent of the other party. Neither MPW nor Global shall enter
into any contract or commitment to purchase or sell any assets or engage
in any transaction not in the usual and ordinary course of business without
the prior written consent of the other party;
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(c) |
Without the prior written consent of
the other party, neither MPW nor Global shall increase or decrease the
compensation provided to its employees, officers, directors or agents;
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(d) |
Neither MPW nor Global will amend its
Articles of Incorporation or Bylaws, or make any changes in its respective
authorized or issued capital without the prior written approval of the
other party;
|
(e) |
Neither MPW nor Global shall act or
omit to do any act, or permit any act or omission to act, which will cause
a breach of any contract, commitment or obligation; and
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(f) |
Neither MPW nor Global will declare
or pay any dividend or make any distribution, directly or indirectly,
in respect of their respective capital stock, nor will they directly or
indirectly redeem, purchase, sell or otherwise acquire or dispose of shares
in their respective capital stock.
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6. CONDITIONS PRECEDENT TO GLOBALS OBLIGATIONS Each and every obligation of Global to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by Global: |
|
(a) |
The representations and warranties made
by MPW in this Agreement shall be true and correct on and as of the Closing
Date with the same effect as though such representations and warranties
had been made or given by the Closing Date;
|
(b) |
MPW shall have performed and complied
with all of their obligations under this Agreement which are to be performed
or complied with by them by the Closing Date;
|
(c) |
MPW shall have provided Global with
the opportunity to review all of MPWs relevant financial records
and Global shall be satisfied with such review as Global may determine
in its sole opinion;
|
(d) |
MPW shall have obtained the necessary
consent of its shareholders to effect the transactions contemplated herein;
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7
(e) | MPW shall deliver to Global: | |
(i) |
a certified true copy of resolutions
of MPWs Board of Directors authorizing the transfer of the Shares
from Vultaggio to Global, the registration of the Shares in the name of
the Global and the issuance of a share certificate representing the Shares
in the name of Global;
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|
(ii) |
a share certificates representing the
Shares issued in the name of Vultaggio accompanied by duly executed Irrevocable
Powers of Attorney to transfer the Shares to Global; and
|
|
(iii) |
A share certificate or certificates
registered in the name of Global, signed by the President of MPW, representing
the Shares.
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7. CONDITIONS PRECEDENT TO MPWS OBLIGATIONS Each and every obligation of Vultaggio and MPW to be performed on the Closing Date shall be subject to the satisfaction by the Closing Date of the following conditions, unless waived in writing by the MPW: |
||
(a)
|
The representations and
warranties made by Global in this Agreement shall be true and correct
on and as of the Closing Date with the same effect as though such representations
and warranties had been made or given by the Closing Date;
|
|
(b)
|
Global shall have performed
and complied with all of its obligations under this Agreement which are
to be performed or complied with by the Closing Date;
|
|
(c)
|
Global shall deliver to
MPW:
|
|
(i)
|
a certified true copy of resolutions
of Globals Board of Directors authorizing the issuance of the Vend-In
Shares to Vultaggio and appointing Vultaggio to Globals Board of
Directors;
|
|
(ii)
|
share certificates representing the
Global Shares issued in the names of Vultaggio in equal amounts in accordance
with paragraph 3 herein, representing the Shares; and
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|
(iii)
|
documentation evidencing Globals
obligation to MPW in accordance with paragraph 3 herein in a form satisfactory
to MPW.
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8. FURTHER ASSURANCES The parties hereto covenant and agree to do such further acts and execute and |
8
deliver all such further deeds and documents as shall be reasonably required in order to fully perform and carry out the terms and intent of this Agreement.
9. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement to date between the parties hereto and supersedes every previous agreement, communication, expectation, negotiation, representation or understanding, whether oral or written, express or implied, statutory or otherwise, between the parties with respect to the subject of this Agreement.
10. NOTICE
10.1 Any notice required to be given under this Agreement shall be deemed to be well and sufficiently given if delivered by hand to either party at their respective addresses first noted above.
10.2 Either party may time to time by notice in writing change its address for the purpose of this section.
11. TIME OF ESSENCE
Time shall be of the essence of this Agreement.
12. TITLES
The titles to the respective sections hereof shall not be deemed a part of this Agreement but shall be regarded as having been used for convenience only.
13. SCHEDULES
The schedules attached to this Agreement are incorporated into this Agreement by reference and are deemed to be part hereof.
14. SEVERABILITY
If any one or more of the provisions contained herein should be invalid, illegal or unenforceable in any respect in any jurisdictions, the validity, legality and enforceability of such provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
15. APPLICABLE LAW
The situs of the Agreement is Vancouver, British Columbia, and for all purposes this Agreement will be governed exclusively by and construed and enforced in accordance with
9
laws prevailing in the Province of British Columbia. The parties hereto agree to attorn to the jurisdiction of the Courts of the Province of British Columbia.
16. ENUREMENT
This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
IN WITNESS WHEREOF this Agreement has been executed as of the day and year first above written.
MARCO POLO WORLD NEWS INC. | GLOBAL-WIDE PUBLICATION LTD. |
Per: | Per: |
/s/ Rino Vultaggio | /s/ Robert Hoegler |
Authorized Signatory | Authorized Signatory |
/s/ Rino Vultaggio | |
RINO VULTAGGIO |
TERRY AMISANO LTD |
AMISANO HANSON
CHARTERED ACCOUNTANTS |
KEVIN HANSON |
November 20, 2003
U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Global-Wide Publication Ltd. The Company - Form SB-2 Registration Statement
Dear Sir/Madame:
As chartered accountants, we hereby consent to the inclusion or incorporation by reference in this Form SB-2 Registration Statement dated November 20, 2003, of the following:
- |
Our report to the Stockholders and Directors dated
November 5, 2003 on the financial statements of the company as at September
30, 2003 and for the period from July 14, 2003 (inception) to September
30, 2003.
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- |
Our report to the Stockholders and Directors dated
November 5, 2003 on the financial statements of Marco Polo World News
Inc. as of September 30, 2003
as at September 30, 2003 and for
the period from October 1, 2003 to September 30, 2003.
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Yours truly,
AMISANO HANSON
/s/ Amisano Hanson
Chartered Accountants
750 WEST PENDER STREET, SUITE 604 | TELEPHONE: | 604-689-0188 |
VANCOUVER CANADA | FACSIMILE: | 604-689-9773 |
V6C 2T7 | E-MAIL: | amishan@telus.net |