UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
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REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TITAN WEB SOLUTIONS, INC. |
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(Name of small business issuer in its charter) |
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Nevada |
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8742 |
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71-0915828 |
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State or jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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187 Edward Crescent
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(Address and telephone number of principal executive offices) |
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187 Edward Crescent
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(Address of principal place of business or intended principal place of business) |
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Chen Wu, President and CEO
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(Name, address and telephone number of agent for service)
Copy of communications to:
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Approximate date of proposed sale to the public As soon as practicable after the registration statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 box. [ ]
CALCULATION OF REGISTRATION FEE
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Title of each class
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Amount to be
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Proposed maximum
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Proposed maximum
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Amount of
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Common Stock to be
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3,500,000 |
$0.01 (2) |
$35,000 |
$2.83 |
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Total Registration
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$2.83 |
(1) An indeterminate number of additional shares of common stock shall be issuable pursuant to Rule 416 to prevent dilution resulting from stock splits, stock dividends or similar transactions and in such an event the number of shares registered shall automatically be increased to cover the additional shares in accordance with Rule 416 under the Securities Act.
(2) Based on the last sales price on August 8, 2002. The selling stockholders will sell their shares of our common stock at a price of $0.01 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. The affiliates of our company will sell their shares of our common stock at a price of $0.01 per share for the duration of the offering.
(3) Estimated in accordance with Rule 457(c) solely for the purpose of computing the amount of the registration fee based on a bona fide estimate of the maximum offering price.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON THE 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON THE DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
PROSPECTUS
Subject to Completion
[ ], 2003
TITAN WEB SOLUTIONS, INC.
A NEVADA CORPORATION
3,500,000 SHARES OF COMMON STOCK OF TITAN WEB SOLUTIONS, INC.
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This prospectus relates to the 3,500,000 shares of common stock of Titan Web Solutions, Inc., a Nevada Corporation, which may be resold by selling stockholders named in this prospectus. The shares were acquired by the selling shareholders directly from us in private offerings that were exempt from registration under U.S. securities laws. We have been advised by the selling stockholders that they may offer to sell all or a portion of their shares of common stock being offered in this prospectus from time to time. The selling stockholders will sell their shares of our common stock at a price of $0.01 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company will sell their shares of our common stock at a price of $0.01 per share for the duration of the offering. Our common stock is presently not traded on any market or securities exchange, and we have not applied for listing or quotation on any public market. We will not receive any proceeds from the resale of shares of common stock by the selling stockholders. However, we have received proceeds from the sale of shares of common stock that are presently outstanding. We will pay for expenses of this offering.
In connection with any sales, any broker or dealer participating in such sales may be deemed to be an underwriter within the meaning of the Securities Act.
Our business is subject to many risks and an investment in our common stock will also involve a high degree of risk. You should invest in our common stock only if you can afford to lose your entire investment. You should carefully consider the various Risk Factors described beginning on page 2 before investing in our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offence.
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell or offer these securities until this registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
The date of this prospectus is [ ], 2003.
The following table of contents has been designed to help you find important information contained in this prospectus. We encourage you to read the entire prospectus.
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As used in this prospectus, the terms "we", "us", "our company", and "Titan Web Solutions" mean Titan Web Solutions, Inc. unless otherwise indicated.
All dollar amounts refer to US dollars unless otherwise indicated.
PROSPECTUS SUMMARY
Our Business
We were incorporated on July 15, 2002 under the laws of the State of Nevada. Our principal executive office is located at 187 Edward Crescent, Port Moody, British Columbia, V3H 3J8, Canada. The telephone number of our principal executive office is (604) 768-3339.
We plan to offer a full range of business consulting services in the retail specialty coffee industry in China. We anticipate that we will provide advice and assistance to entrepreneurs and small business owners in China on issues of business strategy and development of trendy and high-volume specialty coffee retail outlets. The number of specialty coffee shops in China has grown over the last few years, particularly in Beijing and Shanghai, because coffee drinking has become fashionable among white collar workers and college students. Starbucks entered the Chinese specialty coffee market in 1999 and by early 2002 had expanded to 50 outlets. We believe many independent specialty coffee shops will be opened in the future to meet the growing appetite of the Chinese consumers for specialty coffee. We also intend to market our consulting services to potential clients in China through our website http://www.javakingcoffee.com. We anticipate that a majority of our revenues will be derived from fees paid by clients for our advice, services and business development products.
Number of Shares Being Offered
This prospectus covers the resale by the selling stockholders named in this prospectus of up to 3,500,000 shares of our common stock. The offered shares were acquired by the selling stockholders in private placement transactions, which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933. The selling stockholders will sell their shares of our common stock at $0.01 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company will sell their shares of our common stock at a price of $0.01 per share for the duration of the offering. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
Number of Shares Outstanding
We are authorized to issue up to 25,000,000 shares of common stock at $0.001 per share. There are 3,500,000 shares of our common stock issued and outstanding as of May 1, 2003. We have no other securities issued.
Estimated Use of Proceeds
We will not receive any of the proceeds from the sale of those shares of common stock being offered for sale by the selling stockholders.
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Summary of Financial Data
The summarized financial data presented below is derived from and should be read in conjunction with our audited financial statements for the period ended December 31, 2002, including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled "Management's Plan of Operation" beginning on page 7 of this prospectus.
For the period from July 15, 2002 to
Revenue
$-
Net Loss for the Period
$22,226
Net Loss Per Share - basic and diluted
$(0.01)
As at
Working Capital
$12,774
Total Assets
$25,874
Total Stockholders' Equity
$12,774
Deficit Accumulated During the Development Stage
$(22,226)
December 31, 2002
December 31, 2002
RISK FACTORS
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this prospectus in evaluating Titan Web Solutions and its business before purchasing shares of common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. The risks described below are not the only ones facing our company. Additional risks not presently known to us may also impair our business operations. You could lose all or part of your investment due to any of these risks.
Risks associated with our business
We have a limited operating history on which to base an evaluation of our business and prospects.
Since we were incorporated on July 15, 2002 and have only recently completed our business plan for providing specialty coffee consulting services in China, we have a limited operating history. We intend to generate income by providing specialty coffee consulting services to entrepreneurs in China who are interested in starting their own specialty coffee businesses. As of May 1, 2003, we have not secured any specialty coffee consulting contract, even though our President and one of our directors, Chen Wu, has met with a few entrepreneurs in China while on a personal trip to China in May of 2002 and some of those entrepreneurs expressed an interest in engaging specialty coffee consulting services. Our lack of operating history makes an evaluation of our business and prospects very difficult. Accordingly, our prospects must be considered speculative, considering the risks, expenses, and difficulties frequently encountered in the establishment of a new business. We cannot be certain that our business will be successful or that we will generate any revenues.
The fact that we have not earned any revenues since our incorporation raises substantial doubt about our ability to continue as a going concern.
We have not generated any revenues since our incorporation on July 15, 2002 and we will, in all likelihood, continue to incur operating expenses without revenues until we secure consulting contracts with entrepreneurs who want to establish new specialty coffee retail outlets in China. Our business plan requires us to incur expenses in
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connection with the establishment of our website to market our consulting services (estimated at $8,000 for the twelve month period ending December 31, 2003) and with the building of brand recognition for our consulting services through advertisements and conducting road shows in China with business brokers (estimated at $10,000 for the twelve month period ending December 31, 2003). We had cash in the amount of $25,874 as of December 31, 2002. We estimate our average monthly operating expenses, not including one time expenses in marketing and in setting up our website (estimated at a total of $5,000 for the twelve month period ending December 31, 2003), to be approximately $800 each month. At this rate we will not be able to maintain our operations for the next twelve months without generating significant revenues from our operations or obtaining additional financing. However, we cannot assure that we will be able to generate enough interest in our coffee business consulting services to generate significant revenues in the next twelve months. These circumstances raise substantial doubt about our ability to continue as a going concern as described in an explanatory paragraph to our independent auditors' opinion on the financial statements for the period ended December 31, 2002.
Because we have not generated any revenues from our proposed specialty coffee consulting business, we may need to raise additional funds in the near future. If we are not able to obtain future financing when required, we might be forced to discontinue our business.
We cannot anticipate when we will be able to generate revenues from our proposed specialty coffee consulting business. We may be required to expend a significant amount of money to marketing our specialty coffee consulting services to the Chinese retail specialty coffee market before we will acquire any consulting contract. We may need to place advertisements in trade magazines, conduct road shows and meetings with business brokers and advisers in China and develop our website to market our consulting services to potential clients. Before we are able to generate revenues from our future consulting contracts, we may need to raise additional funds to continue our marketing activities, to respond to competitive pressures, to acquire complementary businesses or technologies or to respond to unanticipated requirements or expenses. We do not currently have any arrangements for financing and we can provide no assurance to investors we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including investor acceptance of our business model. The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardising our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct business, which might result in the loss of some or all of your investment in our common stock. However, our officers and directors have agreed to continue contributing funds by way of loans to pay for our expenses if adequate funds are not available. Therefore, we have not contemplated any plan of liquidation in the event that we do not generate revenues.
We anticipate that we will primarily engage in short-term consulting contracts with clients that we obtain, which could negatively impact our business if we fail to obtain a sufficient number of clients.
We intend to provide a significant portion of our services on a non-recurring, project-by-project basis under contracts of relatively short duration, typically less than one year. Any client that we obtain without notice or on relatively short notice may cancel our contract, even if we are not in default under the contract. Our ability to generate revenues may be negatively impacted if we fail to obtain a sufficient number of clients and fail to contract a sufficient number of our services to these clients.
Failing to complete consulting contracts that we obtain may increase our costs and damage our reputation.
Our prospective clients may terminate our consulting contracts if we fail to meet their expectations in the performance of our services, including the quality, cost and timeliness of our services. Failing to complete any future consulting contracts may damage our reputation and adversely affect our ability to attract future clients. If a client is not satisfied with our services, we intend to spend additional manpower and other resources at our own expense to ensure client satisfaction. Such expenditures will increase our costs, which will result in a lower margin on such contracts.
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We may not be able to compete effectively with other providers of retail specialty coffee consulting services that have more resources and experience than us.
Our industry is very competitive and the entry barrier into the specialty coffee consulting business is relatively low. We expect there to be many competitors that provide some or all of the services we propose to provide and who are larger and have more resources than we do. We also compete indirectly with established specialty coffee franchises, such as The Second Cup and Seattle's Best Coffee, which our potential clients may choose to join to start up their specialty coffee shops instead of obtaining consulting services from us and open their own specialty coffee outlets. Many of our competitors have significantly greater financial, personnel and marketing resources than us. As a result, our competitors may be able to respond more quickly to new trends and changes in customer demands. Our competitors may also be able to devote greater resources to the development, promotion, sale, and support of their services than we do. If we do not compete effectively with current and future competitors, we may be unable to secure new and renewed client contracts, or we may be required to reduce our rates in order to compete effectively. This could result in a reduction in our revenues, resulting in lower earnings or higher operating losses.
Our officers and directors are engaged in other activities that could have conflicts of interest with us. Therefore, our officers and directors may not devote sufficient time to our affairs, which may affect our ability to conduct operations and generate revenues.
The persons serving as our officers and directors have existing responsibilities and may have additional responsibilities to provide management and services to other entities. Mr. Chen Wu, our President and one of our directors, is also a director and Chief Financial Officer of Titanium Intelligence, Inc., a company that promotes and operates an Internet textile website. As a result, conflicts of interest between us and other activities of those entities may occur from time to time, in that our officers and directors shall have conflicts of interest in allocating time, services, and functions between the other business ventures in which they may be or become involved and our affairs.
Our ability to forecast future costs and anticipated revenues is limited as a result of our inability to accurately predict the length of time required to engage a client to complete an assignment.
The timing of client contracts that we may be able to obtain and service fulfilment is not predictable with any degree of accuracy. We may be required to hire new consultants before securing a client engagement. Clients may defer committing to new assignments for any length of time and for any reason. Such deferrals could require us to maintain a significant number of under-utilized consultants during any given period. In addition, failing to procure an engagement after spending such time and resources could significantly reduce our limited financial resources, which will hinder our ability to spend resources on procuring other engagements. We cannot predict whether the investment of time and resources will result in a new engagement or, if the engagement is secured, that the engagement will be on terms favorable to us.
Our future financial results are uncertain and our operating results may fluctuate. Therefore, investors may lose all or part of their investment if our planned specialty coffee consulting business is not profitable.
Our results of operations may vary from period to period because of a variety of factors, including but not limited to our introduction of new services in an emergent and developing market, changes in marketing and sales expenditures, competitive pricing pressures, the interest in and use of our specialty coffee consulting services in the targeted Chinese retail specialty coffee market and general economic and industry conditions that affect customer demand and preferences. As with any relatively new business enterprise operating in a specialized and intensely competitive market, we are subject to many business risks which include, but are not limited to, unforeseen marketing, promotional and developmental expenses, unforeseen negative publicity, competition and our lack of operating experience. Many of the risks may be unforeseeable or beyond our control. We may not be able to successfully implement our business plan in a timely or effective manner, or generate sufficient interest in our specialty coffee consulting services. We may not be able to market and sell enough specialty coffee consulting services to generate sufficient revenues to continue our operations.
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Risks associated with our common stock
There is no active trading market for our common stock and if a market for our common stock does not develop, our investors will be unable to sell their shares.
There is currently no active trading market for our common stock and such a market may not develop or be sustained. We currently plan to apply to have our common stock quoted on the National Association of Securities Dealers Inc.'s OTC Bulletin Board upon the effectiveness of this registration statement of which this prospectus forms a part. However, we cannot provide our investors with any assurance that our common stock will be traded on the OTC Bulletin Board or, if traded, that a public market will materialize. If our common stock is not quoted on the OTC Bulletin Board or if a public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and may lose all of heir investment. If we establish a trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our results of operations, general market conditions and other factors. In addition, the stock market from time to time experiences significant price and volume fluctuations that have particularly affected the market prices for the shares of developmental stage companies, which may materially adversely affect the market price of our common stock.
Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.
We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.
Risks associated with political, economic and regulatory uncertainty in China
Political and economic policies of the People's Republic of China government could affect our business.
Our business plan focuses primarily on the entrepreneurs and small business owners in the People's Republic of China and, accordingly, our business, results of operations and financial conditions are affected to a significant degree by any economic, political and legal developments in China.
Since the establishment of the People's Republic of China in 1949, the Communist Party has been the only governing political party in China. The highest bodies of leadership are the Politburo, the Central Committee and the National People's Congress. The State Council, which is the highest institution of government administration, reports to the National People's Congress and has under its supervision various commissions, agencies and ministries.
Since the late 1970s, the government of the People's Republic of China has been reforming its economic system. Although we believe that economic reform and the macroeconomic measures adopted by the People's Republic of China government have had and will continue to have a positive effect on the economic development in China, there can be no assurance that the economic reform strategy will not from time to time be modified or revised. Some modifications or revisions, if any, could have a material adverse effect on the overall economic growth of China. Any such changes would have a material adverse effect on our business. Furthermore, there is no guarantee that the government of the People's Republic of China will not impose other economic or regulatory controls that would have a material adverse effect on our business. Any changes in political, economic and social conditions in China, adjustments in policies by the People's Republic of China government could affect the manner in which we operate our business or affect the level of interest in our proposed services. Any such changes or new regulations could affect our ability to procure consulting service contracts and therefore affect our ability to generate revenues.
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If relations between the United States and China worsen, the price of our common stock may decrease and we may have difficulty accessing the U.S. capital markets.
At various times during recent years, the United States and China have had significant disagreements over political and economic issues. Controversies may arise in the future between the two countries. Any political or trade controversies between the United States and China, whether or not directly related to our business, could adversely affect the price of our common stock and our ability to access the U.S. capital markets.
The recent outbreak of Severe Acute Respiratory Syndrome in China may have an adverse effect on our business.
There has been a recent outbreak of Severe Acute Respiratory Syndrome in part of China. According to the latest report made by government of China to the World Health Organization, this disease has infected more than 3,000 people and caused over 100 deaths in China. It has been suspected that Severe Acute Respiratory Syndrome originated in the Province of Guangdong in China. Scientists around the world have not been able to develop an effective cure. On April 4, 2003, the World Health Organization issued a travel advisory recommending that persons travelling to Hong Kong and Guangdong Province of China consider postponing all but essential travel. Accordingly, we believe that the outbreak of Severe Acute Respiratory Syndrome in China may have adverse effects on business, financial and general economic conditions in China for an indefinite period. At this time, however, we are not able to predict the nature, extent and duration of these effects on overall economic conditions or on our business and operating results.
Other risks
Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgement and civil liabilities against our officers, directors, experts and agents.
All of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.
Please read this prospectus carefully. You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information provided by the prospectus is accurate as of any date other than the date on the front of this prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements, which relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors" on pages 2 to 6, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance we suggest. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The safe harbor for forward-looking statements provided in the Private Securities Litigation Reform Act of 1995 does not apply to the
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offering made in this prospectus because the safe harbor does not apply to forward-looking statements made in connection with an initial public offering.
SECURITIES AND EXCHANGE COMMISSION'S PUBLIC REFERENCE
Any member of the public may read and copy any materials filed by us with the Securities and Exchange Commission (the "SEC") at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet website (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers, such as us, that file electronically with the SEC.
THE OFFERING
This prospectus covers the resale by the selling stockholders named in this prospectus of up to 3,500,000 shares of common stock, which were issued pursuant to a private placement offering made by Titan Web Solutions, Inc. pursuant to Regulation S promulgated under the Securities Act.
USE OF PROCEEDS
The shares of common stock offered in this document are being registered for the account of the selling stockholders named in this prospectus. As a result, all proceeds from the sales of the common stock will go to the respective selling stockholders and we will not receive any proceeds from the resale of the common stock by the selling stockholders.
DETERMINATION OF OFFERING PRICE
The selling stockholders may sell their shares of our common stock at a fixed price of $0.01 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company will sell their shares of our common stock at a price of $0.01 per share for the duration of the offering. The offering price of $0.01 per share is based on the last sales price of our common stock on August 8, 2002 and does not have any relationship to any established criteria of value, such as book value or earning per share. Additionally, because we have no significant operating history and have not generated any material revenues to date, the price of the common stock is not based on past earnings, nor is the price of the common stock indicative of the current market value of the assets owned by us. No valuation or appraisal has been prepared for our business and potential business expansion. Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market.
DILUTION
The common stock to be sold by the selling stockholders is the 3,500,000 shares of common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.
DIVIDEND POLICY
We have not declared or paid any cash dividends since inception. We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future. Although there are no restrictions that limit our ability to pay dividends on our common stock, we intend to retain future earnings for working capital use in our operations and the expansion of our business.
MANAGEMENT'S PLAN OF OPERATION
Since we are a new business and have not generated revenues to date, our independent auditors have included an explanatory paragraph in their auditors' report about our ability to continue as a going concern in connection with our audited financial statements for the period beginning from our incorporation on July 15, 2002
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and ending on December 31, 2002. Our deficit is $22,226 as at the end of that period. The discussion below provides an overview of our operations and discusses our plan of operation.
The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this prospectus. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this prospectus, particularly in the section entitled "Risk Factors" beginning on page 2 of this prospectus.
General
From the date of our incorporation on July 15, 2002, we have been a start-up company with no revenues. Our operating activities during this period consist primarily of developing our business plan, marketing our proposed specialty coffee consulting business and establishing our presence with an Internet website http://www.javakingcoffee.com. We have attended several meetings with entrepreneurs and small business owners in China who are interested in starting their own specialty coffee businesses. However, until we accept a consulting assignment that is offered to us in the future, we will not generate any revenues from our business operation.
Our financial statements are prepared in conformity with generally accepted accounting principles of the United States of America. Our operating expenses are classified into two categories:
- professional fees, consisting of audit and accounting fees for the year-end audit and legal fees paid by us regarding securities advice and our organization. The amount incurred during the period from July 15, 2002 to December 31, 2002 was $18,641; and
- operating expenses, which consist primarily of the expenses incurred for early stage planning and development of
Our Plan of Operation for the Next Twelve Months
In our management's opinion, to effectuate our business plan in the next twelve months, the following events need to occur or we should strive to reach the following milestones in order for us to become profitable:
- We must continue to market our consulting services and obtain consulting agreements. We have attended several meetings with entrepreneurs and small business owners in China who are interested in starting their own specialty coffee businesses. Based on our meetings and discussions with these potential clients, we believe some of these potential clients will retain us to provide consulting services. We anticipate we will be providing consulting services to multiple clients within three to six months.
- We must develop relationships with business brokers in China who advertise small retail businesses for sale in newspaper and trade journals as well as real estate brokers in China who list retail spaces for lease. We believe these brokers will become a good source of referrals. We expect to develop relationships with several business and real estate brokers in China who will be sources of referrals within six to nine months.
- We must develop our website for use as a marketing tool to inform and persuade clients to engage our services. We should have developed our website to provide information about our services as well as our belief about the specialty coffee industry in China within six to nine months.
- We must hire and retain a core group of experienced specialty coffee business consultants. The expertise and knowledge of the consultants we have on our staff will help us attract customers for our consulting services. We want to hire and retain one to three specialty coffee business consultants within nine to twelve months.
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We have cash in the amount of $25,874 as of December 31, 2002. In the opinion of our management, available funds will probably not satisfy our working capital requirements through December 31, 2003. We anticipate that we will need to raise additional capital to continue our operations. Such additional capital may be raised through public or private financing as well as borrowing and other sources. We cannot guarantee that additional funding will be available on favorable terms, if at all. If adequate funds are not available, then our ability to expand our operations may be adversely affected. Our officers and directors have agreed to continue contributing funds to pay for our expenses by way of loans if adequate funds are not available. Therefore, we have not contemplated any plan of liquidation in the event that we do not generate revenues.
Purchase or Sale of Equipment
We do not anticipate that we will expend any significant amount on equipment for our present or future operations. We may purchase computer hardware and software for our ongoing operations as well as a minimal amount of office furniture and office equipment.
Research and Development
We are not currently conducting any research and development activities, other than the development of our website. We anticipate that our website will be completed by the end of December 2003. Other than the completion of our website, we do not anticipate conducting any other such activities in the near future.
Personnel
As of December 31, 2002, our President and Chief Executive Officer, Chen Wu, and our Treasurer and Chief Financial Officer, Udaya Madanayake, and our Secretary, Tony Castro are our only employees. They handle all of the responsibilities in the area of corporate administration, business development and research. In addition, they also provide us with capital raising services. We believe that our relationships with our employees are good. We are not a party to any collective bargaining agreements. Our employees currently provide their services to our company without compensation.
BUSINESS
We are incorporated on July 15, 2002 under the laws of the State of Nevada. Our principal executive office is located at 187 Edward Crescent, Port Moody, British Columbia, V3H 3J8, Canada. The telephone number of our principal executive office is (604) 768-3339.
We plan to offer a full range of business consulting services in the retail specialty coffee business in China. Specialty coffees are those coffees grown in special geographic microclimate and are characterized by their unique flavour profiles when freshly roasted and properly brewed. In May of 2002 and before the incorporation of our company, our President and one of our directors, Chen Wu, was in China on a trip for other business matters. On that trip he met a few entrepreneurs and small business owners in China who were interested in starting their own specialty coffee businesses. He subsequently started our company with a plan to provide the specialty coffee consulting services to meet that perceived demand. We anticipate that we will offer advice and assistance to entrepreneurs and small business owners in China on issues of business strategy and development of specialty coffee cafés, espresso bars, neighbourhood coffee houses and other forms of retail specialty coffee outlets. The focus of our proposed consulting services will be to assist interested individuals in China in creating new specialty coffee businesses. We may also accept consulting contracts from existing specialty coffee business operators in China to help them realize the full potential of their businesses.
We believe that the potential of the Chinese specialty coffee retail market is large enough that it will attract a considerable number of entrepreneurs and small business owners in China to start their own specialty coffee retail outlets. Accordingly, we intend to focus our consulting services on assisting interested individuals in creating new specialty coffee retail outlets. The scope of our proposed specialty coffee consulting services will include educating our clients on the selection of specialty coffees and equipment, assisting them on the creation a business plan, providing them with advice on choosing the right location for their specialty coffee business, helping them on the
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design of an attractive and trendy store and providing them support on hiring and training employees properly. We also plan to provide our consulting services in packages that are suitable to the requirements of our potential clients' businesses. For those potential clients who are not sure which consulting packages are more suitable to them, we intend to offer initial consulting services to them on the basis of a daily "per diem" rate.
We intend to provide the following consulting services to new specialty coffee businesses in China:
Selection of special coffee beans and equipment: Success of a specialty coffee outlet starts from the quality of its specialty coffee beverages. We plan to educate our future clients on choosing the right coffee beans for their new coffee businesses. We will teach them to distinguish coffee beans produced from different regions and to become familiar with different roasts and blends of coffees. Furthermore, we will also connect our future clients with reputable distributors of quality coffee brewing equipment. The purchase of coffee brewing equipment is one of the most important capital investments for a new specialty coffee business because the right coffee brewing equipment will produce superior quality coffee and will ensure smooth operation of the business. Accordingly, we will help our future clients select manufacturers and models of coffee brewing equipment that are recognized for quality, dependability and service. We will also assist our future clients in sourcing all related equipment including food preparation and service equipment.
Creation of a business plan: A well-organized business plan is essential to optimize the chance of success for a new specialty coffee business. We intend to assist our future clients in analyzing the advantages and disadvantage of starting their own specialty coffee outlets versus joining an existing franchise. Once a future client decides to start his or her new specialty coffee business, we plan to work with him or her to develop an unique and eye-catching logo for the new business as a professionally designed logo will help a new specialty coffee business establish its identity and become a powerful marketing tool. We also plan to help our future clients prepare strong business plans that include eye-catching logos, detail listing of proposed product offerings and estimate costs of all related coffee and food service equipment, furnishing, leasehold improvements and beginning inventories. We will also help them prepare pro forma financial performance reports for the first 12 months of their operations. Because our President, Chen (Jason) Wu, lived in China for over twenty years and speaks fluent Mandarin Chinese, he will be able to communicate with our prospective clients in China in their native language. We will also have the capability of producing business plans in both the English and Chinese languages if necessary.
Assistance with business location: The selection of business location for a new specialty coffee outlet is one of the more important decisions that an owner or operator of a specialty coffee business has to make. Demographics of the surrounding area, proximity to coffee consuming populations, location visibility, ease of access, rental costs and costs of lease improvements are all important factors when selecting a location. We anticipate that we will travel to China to personally evaluate locations under consideration by our future clients, to assess the area suitability for coffee business development and to provide our future clients with advice on identifying locations that possess characteristics favourable to specialty coffee business success.
Design of an attractive and trendy retail specialty coffee outlet: A good specialty coffee store design will attract consumers to enter the store to buy coffee products and contribute to the convenient flow of traffic for customers in an enjoyable setting. We plan to help our future clients create custom store designs for their selected locations and concepts, including shopping-center-based stores, neighbourhood coffee houses and specialty coffee kiosks. We will suggest the type of store design to our future clients according to their site selection. Shopping-center-based stores generally will be full-service stores with limited seating, selling coffee-related merchandises, whole beans and coffee and espresso-based beverages. Neighborhood coffee houses generally will be located in both urban neighborhoods and business districts and will offer a complete line of coffee products including beverages, beans and related merchandise. Neighborhood coffee houses generally will have ample seating spaces to allow customers to relax and enjoy their coffee drinks in an amicable setting. Specialty coffee kiosks will be designed for high traffic locations and will primarily sell only coffee drinks and limited supply of whole beans. After future clients decide on the type of specialty coffee retail outlet, we intend to provide them with a complete rendering of the selected coffee outlet including full color interior and exterior drawings showing layout and design, furniture and other store materials and lighting. With these renderings, our future clients will be able to see what their specialty coffee outlets look like before they build them.
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Hiring and training of employees: We plan to help our clients train their employees to prepare specialty coffee beverages properly and to deliver good customer service. We believe that the profitability of a specialty coffee business is maximized when the business is operated by talented and committed employees. Accordingly, we also intend to assist our clients to implement a screening process for the selection of qualified employees. We will also work together with each of our future clients to develop an operations manual unique to their business. Each operations manual will contain policies and procedures covering each aspect of operating their specialty coffee retail outlet.
We will pull together various aspects of our consulting services and arrange them in different packages that will make it more convenient for us to market to our potential clients. At this time, we plan to offer three levels of specialty coffee business consulting packages. The first package will include basic services such as specialty coffee business plan, financial evaluation and projection, assistance with location selection without site visit, food service and coffee equipment sourcing, menu text layout and beverage pricing. The second package will offer essential services which, in addition to those services already listed under the basic package, will also include store design and layout, assistance with lease negotiation, and creation of a simple drawing to enable clients to see what their specialty coffee outlets look like before they build them. Finally, the third package will be the ultimate package that will include those services listed in the basic and the essential packages and on site visits for selection of business location, detail drawings with full color interior and exterior drawings showing layout and design, two weeks of employee training and development of a comprehensive operations manual.
Through our proposed consulting services, we will endeavour to help entrepreneurs and small business owners in China who are interested in owning specialty coffee retail outlets avoid pitfalls associated with starting new businesses. We anticipate that a majority of our revenues will be derived from fees paid by clients for our advice and services. During the next twelve months, we intend to provide consulting services to any and all interested persons. In May of 2002 and before our company was incorporated, our President and one of our directors, Chen Wu, on a trip to China for other business matters, attended a few meetings with entrepreneurs and small business owners in China who were interested in starting their own specialty coffee businesses. Based on his meetings and discussions with those potential clients, we expect that we will generate revenues by the end of year 2003.
Growth of Specialty Coffee Industry in China
According to a Global Agriculture Information Network Report made by the Foreign Agricultural Service of the United States Department of Agriculture entitled "China's Coffee Situation 2002", coffee consumption in China is growing, even though the main drink of choice in China is still tea. Currently, most of the coffee consumed in China is instant coffee and the International Coffee Organization reports that Nescafe and Maxwell House instant coffee accounts for at least 70 percent of the market. However, the annual consumption of roasted whole bean coffee for year 2000 reached around 1,200 metric tons. The majority of this coffee was consumed in major cities of Beijing, Guangzhou and Shanghai. Roasted whole bean coffees such as UCC (from Japan) and S&W Premium (from the United States) are now available in high-end supermarkets and retail outlets.
According to the "China's Coffee Situation 2002" report, the number of specialty coffee shops in China has also grown over the last couple of years, particularly in Beijing and Shanghai. Coffee drinking has become fashionable among white collar workers and college students, ranging in age from 15 to 40 years old. Starbucks entered the China specialty coffee market in 1999 and by early 2002 had expanded to 50 outlets in four cities: Beijing, Tianjin, Shanghai and Hangzhou.
Starbucks is not the only specialty coffee outlet chain that has opened stores in China. In April of 2001, Tricon Global Restaurants Inc. opened a specialty coffee store in Shanghai. In 1996, Allway Incorporated, a Seattle based company, established the Seattle Espresso specialty coffee outlet chain, which includes two Seattle Espresso specialty coffee stores in the Guangzhou area.
According to the promotion manager of the International Coffee Organization, Mr. Michael Heath, China's coffee consumption grows by 20 to 30 percent annually, indicating its huge market potential. According to the International Coffee Organization, 24,000 tons of coffee were consumed in China in 2000, doubling the amount in
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1998. With nearly one-fourth of the world's population, but only accounting for less than one percent of the global coffee consumption so far, China has the largest potential for growth in coffee consumption of any country in the world. To tap into this enormous market potential, the International Coffee Organization hosted its 2001 International Coffee Festival in Beijing and Shanghai simultaneously. This two week event contributed to the growth of popularity of coffee in China and attracted many coffee companies from around the world.
Based on our research, coffee has always been regarded by the Chinese people as high-grade, fashionable and a modern enjoyment in their lives. The place for coffee consumption is usually in hotels, bars and trendy restaurants instead of individuals' households. We expect that with the growth of popularity of coffee in China, more and more entrepreneurs and small business owners in China will want to open their own specialty coffee outlets to provide places for people to enjoy drinking coffee and coffee related beverages. We intend to provide consulting services to these entrepreneurs and small business owners so they may start their specialty coffee business efficiently.
Competition
We believe the principal methods of competition in business development consulting include the quality and type of consulting services that the consultant provides to its clients and the cost of providing their services. We believe our primary competitors will be other specialty coffee business consultants like Bellissimo Coffee Consulting, with whom we will compete on the level of quality of services and cost. We are of the view that the competition from Bellissimo Coffee Consulting currently does not materially affect our proposed consulting business because Bellissimo Coffee Consulting does not target the Chinese specialty coffee retail market for their services. To date we are not aware of any specialty coffee business consultant that focuses on the Chinese specialty coffee retail market. However, entry into the specialty coffee consulting business in relatively easy and we expect there to be many competitors that provide some or all of the services we propose to provide in the near future. On the other hand, we believe that if we are able to establish our professional reputation in the Chinese specialty coffee retail industry before other specialty coffee consultants enter the market, we will gain significant advantage over other such consultants because our established professional reputation will give us a level of credibility among the potential clients. If we can also be one of the first businesses to offer consulting services to the specialty coffee retail industry and we assist some businesses in successfully developing and opening specialty coffee outlets, then we will have a proven track record which would assist us in establishing our reputation in China.
We believe that we also compete indirectly with established specialty coffee franchises, such as The Second Cup and Seattle's Best Coffee. Some of our potential clients may choose to purchase one of these franchises instead of starting up their own specialty coffee retail outlets and therefore not require our consulting services. The primary methods of competition we face from these established specialty coffee franchises are the recognizable brand name and the complete or turnkey specialty coffee outlet operation. Established specialty coffee franchises often provide their franchisee with a complete package of services, including training, centralized marketing, lease negotiation, product and equipment sourcing, ongoing product supply and continuing support. We believe we have an advantage over the established specialty coffee franchises because the type of services provided by these specialty coffee franchises to their franchisee tend to be rigid and inflexible. We also believe that we have an advantage over the specialty coffee franchises on the costs of the services because we do not require our clients to make on-going royalty payments, which would otherwise be required under a customary franchise arrangement.
Marketing
We plan to market our proposed consulting services to entrepreneurs and small business owners in China who are interested in starting their own specialty coffee retail outlets. We intend to take advantage of the business contacts of our President and one of our directors, Mr. Chen Wu, in China. Mr. Wu was born and lived in China until he later moved to Vancouver, B.C. Canada in 1999. Before the incorporation of our company, Mr. Wu returned to China in May of 2002 on a trip for different business matters. On that trip he attended a few meetings with his business contacts in China who expressed interest in starting their own specialty coffee businesses. Mr. Wu intends to return to China in the summer of 2003 again to promote further interest in our proposed specialty coffee consulting services among these business contacts in the China. In the meantime, we also intend to promote our proposed specialty coffee consulting services through traditional advertising and promotional media, such as newspaper and trade publications, and advanced media, such as targeted electronic mail, internet banner advertising
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and internet webpage links, to effect maximum exposure and penetration in the Chinese specialty coffee marketplace.
In August of 2002, we commenced the construction of our website at http://javakingcoffee.com to promote our specialty coffee consulting services. Initially, our website will only contain information about our proposed specialty coffee consulting services. If we generate significant revenues, we plan to expand and design our website to function as an online community for our future clients, where our future clients would be able to interact with one another regarding economic news and latest trends in the specialty coffee industry. Finally, if our financial resources allow, we also anticipate expanding Mr. Wu's proposed trip in the summer of 2003 to China into a series of "road shows" for key business brokers, real estate brokers and consultants in major cities in China to promote our proposed specialty coffee consulting services. We believe referrals from business brokers and real estate brokers who represent entrepreneurs seeking small business ventures will become sources of referrals for our proposed consulting services.
After we have established a client base, we expect a significant portion of our future business to arise from referrals generated by prior client contracts.
Intellectual Property
We own the Internet domain name "www.javakingcoffee.com". Under current domain name registration practices, no one else can obtain an identical domain name, but someone might obtain a similar name, or the identical name with a different suffix, such as ".org", ".net" or with a country designation. The regulation of domain names in the United States and in foreign countries is subject to change, and we could be unable to prevent third parties from acquiring domain names that infringe upon or otherwise decrease the value of our domain name.
We do not presently own any patents, trademarks, licenses, concessions or royalties. Our success may depend in part upon our ability to preserve our proprietary knowledge in the specialty coffee industry such as information on the sources of quality coffee beans and related equipment, and our proprietary business processes such as specialty coffee brewing techniques and manner to identify a suitable site for specialty coffee outlet. However, our proprietary know-how and processes may not be patentable and we also need to ensure we do not infringe upon the proprietary rights of other parties. Although we may take action to protect our unpatented proprietary information, in part, by the use of confidentiality agreements with our employees, consultants and certain of our contractors, we cannot guaranty that these agreements will not be breach and that there will be adequate remedies for any breach. We also cannot assure that our proprietary know-how and processes will not otherwise become known or be independently developed or discovered by competitors.
Government Regulations
We are subject to the laws and regulations of those jurisdictions in which we plan to provide our consulting services that are generally applicable to operation of businesses, such as business license requirement, income taxes and payroll taxes. In general, our consulting activities are not subject to special licensing or other regulatory requirements in those jurisdictions in which we plan to provide our consulting services.
Growth Strategy
We will continue to focus on marketing our proposed specialty coffee consulting services to entrepreneurs and small business owners in China through our website http://www.javakingcoffee.com and through road shows, publications and advertisements in trade and industry journals and targeted electronic mail, internet banner advertisements and internet webpage links. Our ability to generate internal growth will be affected by, among other things, our ability to:
- Expand the range of services we offer to customers to address their evolving needs: In order to accomplish this strategy, we believe it is necessary to develop additional relationships with other professional consultants in the specialty coffee industry, to attend trade shows and conventions for the specialty coffee industry to learn the latest developments and trends and to join industry associations and organizations such as Specialty
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Coffee Association of America. We believe the time frame to accomplish this strategy is in the range of six to eighteen months.
- Attract new customers: We need to develop relationships with entrepreneurs and small business owners in China through business contacts of our President, Mr. Chen Wu, so that we can increase our client base. We believe the time frame to accomplish this strategy is between six to twelve months.
- Hire, train and retain employees: We intend to work only with staff that possesses experience and training in the specialty coffee industry. We believe the time frame to accomplish this strategy could be twelve to eighteen months.
- Reduce operating costs and overhead expenses: We intend to continue using resources provided by our officers and directors, such as office space, computers and marketing services, without charge.
However, as one potential future growth strategy, we may consider acquiring an established specialty coffee consulting business or other businesses to maximize the potential synergies and efficiencies in our business operations.
PROPERTY
Titan Web Solutions currently uses office space located at 187 Edward Crescent, Port Moody, British Columbia, V3H 3J8, Canada. These facilities are provided to us at no charge by our President and CEO and one of our directors, Mr. Chen Wu. We believe that our current facilities are adequate for our needs and that additional suitable space will be available on acceptable terms as required. Our telephone number is (604) 768-3339.
MANAGEMENT
Directors and Executive Officers of Titan Web Solutions
All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:
|
Name |
Position Held with the Company |
Age |
Date First
|
|
Chen Wu |
Director, President and
|
27 |
Director since July 22, 2002, President and Chief Executive Officer since July 22, 2002. |
|
Udaya Madanayake |
Director, Chief Financial Officer and Treasurer |
27 |
Director since July 22,
|
|
Tony Castro |
Director and Secretary |
30 |
Director since September 10,
|
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Business Experience
The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.
Chen Wu, Director, President and Chief Executive Officer
Chen Wu was educated in Shanghai, China and obtained a bachelor degree in 1997 in International Trade and Economy from the Shanghai Maritime University. From 1997 to 1998, Mr. Wu served as the e-commerce project manager for the China Chamber of Commerce of Medicines & Health Products Importers & Exporters and assisted the organization to set up one of the first e-commerce websites in China. From 1999 to 2000, he worked as an independent business consultant for Bowen Technologies Inc., a Taiwanese company, and was responsible for introducing the fingerprint based technology for employee management & data collection system to the Chinese market. Since 1997, Mr. Wu has developed meaningful experience in establishing collaborations between Chinese businesses and American and Canadian enterprises. One collaboration in which Mr. Wu participated in 2000 was the joint venture between Corinex Communications Corp., a Canadian company, and its Chinese partner, the COSCO Group, for the distribution of communication equipment in China. Mr. Wu assisted Corinex Communications by introducing the technology to the COSCO Group, participating in the demonstration of the technology and participating in the negotiation between Corinex Communications and the COSCO Group regarding the distribution rights of the communication equipment in China. From 2001 to present, Mr. Wu has also served as a director and the Chief Financial Officer, Secretary and Treasurer of Titanium Intelligence, Inc., a company that promotes and operates an Internet textile website targeting manufacturers and exporters of textile products in China.
Udaya Madanayake, Director, Chief Financial Officer and Treasurer
Udaya Madanayake was born and educated in Pannipitiya, Sri Lanka. Mr. Manadayake has been involved in the specialty coffee industry for more than 10 years. From 1990 to 2001, he served as a manager at Java Express, a specialty coffee store in Vancouver, British Columbia. He was responsible for the strategic planning and business development of Java Express. At Java Express, he received training and acquired experience relating to the establishment and management of specialty coffee outlets. He was also responsible for training new employees at Java Express.
Tony Castro, Director and Secretary
Tony Castro was born and educated in Winnipeg, Manitoba. From 1988 to 1998, Mr. Castro served as an assistant manager at Canada Safeway Ltd., responsible for the cash management and customer service functions of the store where he was stationed. From 1997 to 2000, Mr. Castro worked for Hostess Frito Lay Company as a sales representative, responsible for distribution of new products of that company in his assigned territory in Winnipeg, Manitoba. From 2001 to present, Mr. Castro has been the vice president of sales at Titanium Web Design, Inc., a company involving in providing website design, multimedia(digital video/audio), and advanced programming services to small to medium size companies.
Committees of the Board
We do not have an audit or compensation committee at this time. Our entire board of directors will operate as the audit committee until such time when an audit committee is appointed.
Family Relationships
There are no family relationships between any director or executive officer.
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EXECUTIVE COMPENSATION
The following table summarizes the compensation awarded to, earned by, or paid to our President and Chief Executive Officer and other officers and directors who received annual compensation in excess of $100,000 during the period from July 15, 2002 (incorporation) to December 31, 2002.
|
SUMMARY COMPENSATION TABLE |
||||||||
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
Securities
|
|
|
|
|
Chen Wu
|
2002 |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
Nil |
We have not entered into any employment agreement or consulting agreement with our directors and executive officers.
There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.
Directors Compensation
We reimburse our directors for expenses incurred in connection with attending board meetings but did not pay director's fees or other cash compensation for services rendered as a director in the period ended December 31, 2002.
We have no formal plan for compensating our directors for their service in their capacity as directors. We may grant to our directors in the future options to purchase shares of common stock as determined by our board of directors or a compensation committee which may be established in the future. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. The board of directors may award special remuneration to any director undertaking any special services on behalf of Titan Web Solutions other than services ordinarily required of a director. Other than indicated in this prospectus, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments.
DISCLOSURE OF SEC POSITION OF
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
The General Corporate Law of Nevada empowers a company incorporated in Nevada, such as Titan Web Solutions, to indemnify its directors and officers under certain circumstances.
Our Articles of Incorporation provide that no director or officer shall be personally liable to Titan Web Solutions or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve a knowing violation of law or the payment of dividends in violation of the General Corporate Law of Nevada.
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Our Bylaws provide that no officer or director shall be personally liable for any obligations of Titan Web Solutions or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of Titan Web Solutions. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or wilful misconduct.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Titan Web Solutions under Nevada law or otherwise, Titan Web Solutions has been advised that the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
SECURITY OWNERSHIP OF CERTAIN
Principal Stockholders
The following table sets forth, as of December 31, 2002, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.
|
Name and Address of Beneficial Owner |
Amount and Nature of
|
Percentage
|
|
Chen Wu
|
1,000,000 common shares |
28.57% |
|
Udaya Madanayake
|
1,000,000 common shares |
28.57% |
|
Directors and Executive Officers as a Group |
2,000,000 common shares |
57.14% |
(1)
Based on 3,500,000 shares of common stock issued and outstanding as of May 1, 2003. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.Changes in Control
We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of Titan Web Solutions.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than as listed below, we have not been a party to any transaction, proposed transaction, or series of transactions in which the amount involved exceeds $60,000, and in which, to our knowledge, any of our directors, officers, five percent beneficial security holder, or any member of the immediate family of the foregoing persons has had or will have a direct or indirect material interest.
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The promoters of our company are our President (also Chief Executive Officer and one of our directors), Chen Wu, our Chief Financial Officer (also Treasurer and one of our directors), Udaya Madanayake, and our other director, Tony Castro.
On August 8, 2002, we issued 1,000,000 shares of our common stock at $0.01 per share to Mr. Chen Wu in a private placement transaction. Mr. Wu paid the same per share price as every other subscriber in the private placement.
On August 8, 2002, we issued 1,000,000 shares of our common stock at $0.01 per share to Mr. Udaya Madanayake in a private placement transaction. Mr. Madanayake paid the same per share price as every other subscriber in the private placement.
Since August of 2002, our President, CEO and one of our directors, Chen Wu, has been providing us with technical services in the basic design and setting up of our Internet website. Mr. Wu has provided these services to our company and the value of his technical services is approximately $3,600.
PLAN OF DISTRIBUTION
The selling stockholders may, from time to time, sell all or a portion of the shares of common stock on any market upon which the common stock may be quoted, in privately negotiated transactions or otherwise. Our common stock is not currently listed on any national exchange or electronic quotation system. Because there is currently no public market for our common stock, the selling stockholders will sell their shares of our common stock at a price of $0.01 per share until shares of our common stock are quoted on the OTC Bulletin Board, or listed for trading or quoted on any other public market, and thereafter at prevailing market prices or privately negotiated prices. The affiliates of our company will sell their shares of our common stock at a price of $0.01 per share for the duration of the offering. The shares of common stock may be sold by the selling stockholders by one or more of the following methods, without limitation:
(a) block trades in which the broker or dealer so engaged will attempt to sell the shares of common stock as agent but may position and resell a portion of the block as principal to facilitate the transaction;
(b) purchases by broker or dealer as principal and resale by the broker or dealer for its account pursuant to this prospectus;
(c) an exchange distribution in accordance with the rules of the exchange;
(d) ordinary brokerage transactions and transactions in which the broker solicits purchasers;
(e) privately negotiated transactions; and
(g) a combination of any aforementioned methods of sale.
The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.
In the event of the transfer by any selling stockholder of his or her shares to any pledgee, donee or other transferee, we will amend this prospectus and the registration statement of which this prospectus forms a part by the filing of a post-effective amendment in order to have the pledgee, donee or other transferee in place of the selling stockholder who has transferred his or her shares.
In effecting sales, brokers and dealers engaged by the selling stockholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the selling stockholders or, if any of the broker-dealers act as an agent for the purchaser of such shares, from the purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved. Broker-dealers may agree with the selling stockholders to sell a specified number of the shares of common stock at a stipulated
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price per share. Such an agreement may also require the broker-dealer to purchase as principal any unsold shares of common stock at the price required to fulfil the broker-dealer commitment to the selling stockholders if such broker-dealer is unable to sell the shares on behalf of the selling stockholders. Broker-dealers who acquire shares of common stock as principal may thereafter resell the shares of common stock from time to time in transactions which may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of the shares, commissions as described above.
The selling stockholders and any broker-dealers or agents that participate with the selling stockholders in the sale of the shares of common stock may be deemed to be "underwriters" within the meaning of the Securities Act in connection with these sales. In that event, any commissions received by the broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
From time to time, the selling stockholders may pledge their shares of common stock pursuant to the margin provisions of their customer agreements with their brokers. Upon a default by a selling stockholder, the broker may offer and sell the pledged shares of common stock from time to time. Upon a sale of the shares of common stock, the selling stockholders intend to comply with the prospectus delivery requirements, under the Securities Act, by delivering a prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the Securities Act which may be required in the event any selling stockholder defaults under any customer agreement with brokers.
To the extent required under the Securities Act, a post effective amendment to this registration statement will be filed, disclosing, the name of any broker-dealers, the number of shares of common stock involved, the price at which the common stock is to be sold, the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and other facts material to the transaction.
We and the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule 10b-5 and, insofar as the selling stockholders are distribution participants and we, under certain circumstances, may be a distribution participant, under Regulation M. All of the foregoing may affect the marketability of the common stock.
All expenses of the registration statement including, but not limited to, legal, accounting, printing and mailing fees are and will be borne by us. Any commissions, discounts or other fees payable to brokers or dealers in connection with any sale of the shares of common stock will be borne by the selling stockholders, the purchasers participating in such transaction, or both.
Any shares of common stock covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather than pursuant to this prospectus.
Stock Transfer Agent
We have not yet appointed a stock transfer agent for our securities. We intend to appoint a stock transfer agent before effectiveness of this prospectus.
SELLING STOCKHOLDERS
All of the shares of common stock issued are being offered by the selling stockholders listed in the table below. We issued the shares of common stock in a private placement transaction exempt from registration under the Securities Act pursuant to Regulation S.
The selling stockholders may offer and sell, from time to time, any or all of their common stock. Because the selling stockholders may offer all or only some portion of the shares of common stock listed in the table, no
- 20 -
estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.
The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of December 31, 2002, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholders.
Other than the relationships described below, none of the selling stockholders had or have any material relationship with us. None of the selling stockholders is a broker-dealer or an affiliate of a broker-dealer to our knowledge.
|
Name of Selling
|
Number of
|
Percent of Total
|
Total Shares
|
Number of Shares
|
|
|
|
|
|
|
# of Shares |
% of Class |
|
Chen Wu, President, CEO and Director |
1,000,000 |
28.57% |
1,000,000 |
0 |
0% |
|
Udaya Madanayake,
|
1,000,000 |
28.57% |
1,000,000 |
0 |
0% |
|
Ameer Husseni |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Manjit Gill |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Ben Gill |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Pawanjit Sandher |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Bhadhur Gill |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Rupinder Pooni |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Sarita Bath |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Polly Bath |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Ruby Bath |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Sukhjinder Bath |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Jasvinder Gill |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Sukhvinder Hoti |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Sukhjit Hoti |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Ranvir Khaira |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Gurjinder Khaira |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Ravinder Bansal |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Kamaljit Bansal |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Emily Read |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Christina Martins |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Maria Martins |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Johnny Sharma |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Samrat Sharma |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Harjit Mann |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Sharonjit Mann |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Jieqin Qu |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Kai Li |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Gurpan Mann |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Jujar Hoti |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Kami Hoti |
50,000 |
1.43% |
50,000 |
0 |
0% |
|
Ranjit Hoti |
50,000 |
1.43% |
50,000 |
0 |
0% |
(1) Assumes all of the shares of common stock offered are sold. The percentage are based upon 3,500,000 shares of common stock issued and outstanding on May 1, 2003.
We may require the selling security holders to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.
DESCRIPTION OF SECURITIES
Our authorized capital stock consists of 25,000,000 shares of common stock, $0.001 par value. As of May 1, 2003, there were 3,500,000 shares of common stock issued and outstanding. Each stockholder is entitled to one vote for each share of common stock held on all matters submitted to a vote of stockholders, including the election of directors.
Each stockholder is entitled to receive the dividends as may be declared by our board of directors out of funds legally available for dividends and, in the event of liquidation, to share pro rata in any distribution of our assets after payment of liabilities. Our board of directors is not obligated to declare a dividend. Any future dividends will be subject to the discretion of our board of directors and will depend upon, among other things, future earnings, the operating and financial condition of Titan Web Solutions, its capital requirements, general business conditions and other pertinent factors. It is not anticipated that dividends will be paid in the foreseeable future.
Stockholders do not have pre-emptive rights to subscribe for additional shares of common stock if issued by us. There are no conversion, redemption, sinking fund or similar provisions regarding the common stock.
- 22 -
LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholders are an adverse party or has a material interest adverse to us.
LEGAL MATTERS
The validity of the shares of common stock offered by the selling stockholders was passed upon by the law firm of Clark, Wilson, Vancouver, British Columbia, Canada.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
We engaged Dohan and Company, PA, Certified Public Accountants, to audit our financial statements for the period ended December 31, 2002. There has been no change in the accountants and no disagreements with Dohan and Company, PA, Certified Public Accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope procedure.
INTEREST 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, directly or indirectly, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents, subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer or employee.
EXPERTS
Our financial statements for the period ended December 31, 2002 included in this prospectus and registration statement have been audited by Dohan and Company, PA, Certified Public Accountants, as set forth in their report accompanying the financial statements (which contains an explanatory paragraph regarding Titan Web Solutions' ability to continue as a going concern) and are included in reliance upon the report, given on the authority of the firm, as experts in accounting and auditing.
MARKET FOR OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Currently there is no established public trading market for our common stock. We do not have any common stock subject to outstanding options or warrants and there are no securities outstanding that are convertible into our common stock. We are registering 3,500,000 shares of our common stock under the Securities Act for sale by the selling securities holders named in this prospectus. There are current thirty two holders of record of our common stock. A total of 3,500,000 shares of our common stock will be available for resale to the public after August 8, 2003 in accordance with the volume and trading limitation of Rule 144 under the Securities Act.
We have not declared any dividends on our common stock since the inception of our company on July 15, 2002. There is no restriction in our Articles of Incorporation and Bylaws that will limit our ability to pay dividends on our common stock. However, we do not anticipate declaring and paying dividends to our shareholders in the near future.
Shares of our common stock are subject to rules adopted by the Securities and Exchange Commission that regulate broker-dealer practices in connection with transactions in "penny stocks". "Penny stock" is defined to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. If we establish a trading market for our common stock, our common stock will most likely be covered by the penny stock rules, which impose additional sales practice requirements on
- 23 -
broker-dealers who sell to persons other than established customers and "accredited investors." The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standarized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.
WHERE YOU CAN FIND MORE INFORMATION
We are not required to deliver an annual report to our stockholders but will voluntarily send an annual report, together with our annual audited financial statements. We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. Our Securities and Exchange Commission filings are available to the public over the Internet at the SEC's website at http://www.sec.gov.
You may also read and copy any materials we file with the Securities and Exchange Commission at the SEC's public reference room at 450 Fifth Street N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms.
We have filed with the Securities and Exchange Commission a registration statement on Form SB-2, under the Securities Act with respect to the securities offered under this prospectus. This prospectus, which forms a part of that registration statement, does not contain all information included in the registration statement. Certain information is omitted and you should refer to the registration statement and its exhibits. With respect to references made in this prospectus to any contract or other document of Titan Web Solutions, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract or document. You may review a copy of the registration statement at the SEC's public reference room. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Our filings and the registration statement can also be reviewed by accessing the SEC's website at http://www.sec.gov.
No finder, dealer, sales person or other person has been authorized to give any information or to make any representation in connection with this offering other than those contained in this prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by Titan Web Solutions, Inc. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information contained herein is correct as of any time subsequent to the date of this prospectus.
- 24 -
FINANCIAL STATEMENTS
Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles of the United States of America.
The following Financial Statements pertaining to Titan Web Solutions are filed as part of this Prospectus:
|
Name |
Pages |
|
Titan Web Solutions, Inc. (audited) |
|
|
Independent Auditors' Report |
F-2 |
|
Balance Sheet as at December 31, 2002 |
F-3 |
|
Statement of Operations for the period from inception (July 15,2002) to December 31, 2002 |
F-4 |
|
Statement of Stockholders' Equity for the period from inception (July 15, 2002) to December 31, 2002 |
F-5 |
|
Statement of Cash Flows for the period from inception (July 15, 2002) to December 31, 2002 |
F-6 |
|
Notes to the Financial Statements. |
F-7 |
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2002
F-2
|
Dohan and Company |
7700 North Kendall Drive, 200 |
|
Certified Public Accountants |
Miami, Florida 33156-7564 |
|
A Professional Association |
Telephone (305) 274-1366 |
|
|
Facsimile (305) 274-1368 |
|
|
E-mail info@uscpa.com |
|
|
Internet www.uscpa.com |
INDEPENDENT AUDITOR'S REPORT
Stockholders and Board of Directors
Titan Web Solutions, Inc. (A Development Stage Company)
Port Moody, BC, Canada
We have audited the accompanying balance sheet of Titan Web Solutions, Inc. (A Development Stage Company) as of December 31, 2002, and the related statements of operations, stockholders' equity and cash flows for the period from inception (July 15, 2002) to December 31, 2002. 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 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 the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Titan Web Solutions, Inc. (A Development Stage Company) at December 31, 2002, and the results of its operations and its cash flows for the period from inception (July 15, 2002) to December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company incurred a loss of $22,226 from inception (July 15, 2003) to December 31, 2002, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Dohan and Company, P.A.
Certified Public Accountants
Miami, Florida
April 10, 2003
F-3
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
BALANCE SHEET
(Expressed in United States Dollars)
DECEMBER 31, 2002
ASSETS
Current
Cash and cash equivalents
$25,874
Deferred tax asset less valuation allowance of $7,780
-
Total assets
$25,874
LIABILITIES AND STOCKHOLDERS' EQUITY
Current
Accounts payable and accrued liabilities
$9,500
Due to related party (Note 4)
3,600
Total current liabilities
13,100
Stockholders' equity
Common stock (Note 5)
Authorized
25,000,000 common shares with a par value of $0.001
Issued and outstanding
3,500,000 common shares
3,500
Additional paid-in capital (Note 5)
31,500
Deficit accumulated during the development stage
(22,226)
Total stockholders' equity
12,774
Total liabilities and stockholders' equity
$25,874
See accompanying notes.
F-4
TITAN WEB SOLUTIONS INC.
|
|
|
|
|
EXPENSES |
|
|
|
Professional fees |
|
$18,641 |
|
Web-site development - related party (Note 4) |
|
3,600 |
|
|
|
|
|
Loss before other income and taxes |
|
(22,241) |
|
|
|
|
|
OTHER INCOME |
|
|
|
Interest income |
|
15 |
|
|
|
|
|
Loss before income taxes |
|
(22,226) |
|
|
|
|
|
PROVISION FOR INCOME TAXES |
|
- |
|
|
|
|
|
Net loss |
|
$(22,226) |
|
|
|
|
|
Basic and diluted net loss per share of common stock |
|
$(0.01) |
|
|
|
|
|
Weighted average number of shares of common stock outstanding (basic and diluted) |
|
3,002,959 |
See accompanying notes.
F-5
TITAN WEB SOLUTIONS INC.
|
|
Common Share |
|
Deficit Accumulated |
|
||||||
|
|
Price per Share |
Number of Shares |
Amount |
Additional Paid-In Capital |
During the Development Stage |
Total |
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||
|
Balance, July 15, 2002
|
|
- |
$- |
$- |
$- |
$- |
||||
|
|
|
|
|
|
|
|
||||
|
Issuance of common stock for cash |
$0.10 |
3,500,000 |
3,500 |
31,500 |
- |
35,000 |
||||
|
|
|
|
|
|
|
|
||||
|
Net loss |
|
- |
- |
- |
(22,226) |
(22,226) |
||||
|
|
|
|
|
|
|
|
||||
|
Balance, December 31, 2002 |
|
3,500,000 |
$3,500 |
$31,500 |
$(22,226) |
$12,774 |
||||
See accompanying notes.
F-6
TITAN WEB SOLUTIONS INC.
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
Net loss |
|
$(22,226) |
|
Changes in non-cash working capital items: |
|
|
|
Increase in accounts payable and accrued liabilities |
|
9,500 |
|
Due to related parties |
|
3,600 |
|
|
|
|
|
Net cash used in operating activities |
|
(9,126) |
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
Proceeds from the issuance of common stock |
|
35,000 |
|
Due to related party |
|
5,000 |
|
Repayment of due to related party |
|
(5,000) |
|
|
|
|
|
Net cash provided by financing activities |
|
35,000 |
|
|
|
|
|
Change in cash and cash equivalents |
|
25,874 |
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
- |
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$25,874 |
|
|
|
|
|
|
|
|
|
Cash paid during the period for interest |
|
$- |
|
|
|
|
|
|
|
|
|
Cash paid during the period for income taxes |
|
$- |
See accompanying notes.
F-7
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
(Expressed in United States Dollars)
DECEMBER 31, 2002
1. HISTORY AND ORGANIZATION OF THE COMPANY
The Company was incorporated on July 15, 2002 under the laws of the State of Nevada. The Company intends to provide consulting services to the retail specialty coffee industry in China. The Company is considered to be a development stage company as it has not generated revenues from operations.
2. GOING CONCERN AND MANAGEMENT PLANs
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America with the on-going assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. However, certain conditions noted below currently exist which raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
The operations of the Company have primarily been funded by the issuance of common stock. Continued operations of the Company are dependent on the Company's ability to complete additional equity financings or generate profitable operations in the future. Management's plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms.
|
|
|
|
|
Deficit accumulated during the development stage |
|
$(22,226) |
|
Working capital |
|
12,774 |
3. SIGNIFICANT ACCOUNTING POLICIES
These financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. The significant accounting policies adopted by the Company are as follows:
Use of estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Foreign currency translation
Transaction amounts denominated in foreign currencies are translated at exchange rates prevailing at transaction dates. Carrying values of monetary assets and liabilities are adjusted at each balance sheet date to reflect the exchange rate at that date. Non-monetary assets and liabilities are translated at the exchange rate on the original transaction date. Gains and losses from restatement of foreign currency monetary and non-monetary assets and liabilities are included in the statement of operations. Revenues and expenses are translated at the rates of exchange prevailing on the dates such items are recognized in the statement of operations.
F-8
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
Cash and cash equivalents
The Company considers cash held at banks and all highly liquid investments with original maturities of three months or less to be cash and cash equivalents.
Web-site development costs
Web-site development costs incurred in the preliminary project stage are expensed as incurred.
Income taxes
A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Net loss per share
Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic net loss per share) and potentially dilutive shares of common stock.
New accounting pronouncements
In June 2001, the Financial Accounting Standards Board ("FASB") approved the issuance of Statements of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 requires that goodwill no longer be amortized to earnings, but instead be reviewed for impairment. The statement is effective for fiscal years beginning after December 15, 2001, and is required to be applied at the beginning of an entity's fiscal year and to be applied to all goodwill and other intangible assets recognized in its financial statements at that date. Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle. Under an exception to the date at which this statement becomes effective, goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the non-amortization and amortization provisions of this statement.
F-9
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
New accounting pronouncements (cont'd)
In June 2001, FASB issued Statements of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143") that records the fair value of the liability for closure and removal costs associated with the legal obligations upon retirement or removal of any tangible long-lived assets. The initial recognition of the liability will be capitalized as part of the asset cost and depreciated over its estimated useful life. SFAS 143 is required to be adopted effective January 1, 2003.
In August 2001, FASB issued Statements of Financial Accounting Standards No. 144, "Accounting for the Impairment on Disposal of Long-lived Assets" ("SFAS 144"), which supersedes Statements of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-lived Assets and for Long-lived Assets to be Disposed of". SFAS 144 requires that long-lived assets that are to be disposed of by sale be measured at the lower of book value or fair value less cost to sell. Additionally, SFAS 144 expands the scope of discontinued operations to include all components of an entity with operations that (1) can be distinguished from the rest of the entity and (2) will be eliminated from the ongoing operations of the entity in a disposal transaction. SFAS 144 is effective for fiscal years beginning after December 15, 2001, and, generally, its provisions are to be applied prospectively.
In April 2002, FASB issued Statements of Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"). SFAS 145 eliminates the requirement that gains and losses from the extinguishment of debt be aggregated and, if material, classified as an extraordinary item, net of the related income tax effect and eliminates an inconsistency between the accounting for sale-leaseback transactions and certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Generally, SFAS 145 is effective for transactions occurring after May 15, 2002.
In June 2002, FASB issued Statements of Financial Accounting Standards No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146") that nullifies Emerging Issues Task Force No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, whereby EITF 94-3 had recognized the liability at the commitment date to an exit plan. The provisions of this statement are effective for exit or disposal activities that are initiated after December 31, 2002 with earlier application encouraged.
In October 2002, FASB issued Statements of Financial Accounting Standards No. 147, "Accounting of Certain Financial Institutions - an amendment of FASB Statements No. 72 and 44 and FASB Interpretation No. 9" ("SFAS 147"). SFAS 147 requires the application of the purchase method of accounting to all acquisitions of financial institutions, except transactions between two or more mutual enterprises. SFAS 147 is effective for acquisitions for which the date of acquisition is on or after October 1, 2002.
F-10
TITAN WEB SOLUTIONS INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
(Expressed in United States Dollars)
DECEMBER 31, 2002
3. SIGNIFICANT ACCOUNTING POLICIES (cont'd)
New accounting pronouncements (cont'd)
In December 2002, FASB issued Statements of Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123" ("SFAS 148"). SFAS 148 amends FASB Statement No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of FASB Statement No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS 148 is effective for fiscal years beginning after December 15, 2002.
The adoption of these new pronouncements is not expected to have a material effect on the Company's financial position or results of operations.
4. DUE TO RELATED PARTY
The President and Chief Executive Officer advanced $5,000 to the Company. The advance was non-interest bearing and was repaid during the period.
In addition, the President and Chief Executive Officer provided web-site development services of $3,600 to the Company which remains unpaid at December 31, 2002. This amount due is unsecured, non-interest bearing with no fixed terms of repayment.
These transactions are in the normal course of business and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.
5. COMMON STOCK
On August 8, 2002, the Company issued 3,500,000 shares of common stock at a price of $0.01 per share for total proceeds of $35,000.
Common shares
The common shares of the Company are all of the same class, are voting and entitle stockholders to receive dividends. Upon liquidation or wind-up, stockholders are entitled to participate equally with respect to any distribution of net assets or any dividends which may be declared.
Additional paid-in capital
The excess of proceeds received for shares of common stock over their par value of $0.001, less share issue costs, is credited to additional paid-in capital.
F-11
TITAN WEB SOLUTIONS INC.
6. INCOME TAXES
A reconciliation of income taxes at statutory rates with the reported taxes is as follows:
|
|
|
|
|
Loss before income taxes |
|
$(22,226) |
|
|
|
|
|
Expected income tax benefit |
|
$7,780 |
|
Unrecognized benefit of operating loss carryforwards |
|
(7,780) |
|
|
|
|
|
Income tax benefit |
|
$- |
Significant components of the Company's deferred tax assets based on statutory tax rates are as follows:
Deferred tax assets:
Operating loss carryforwards
$7,780
Valuation allowance
(7,780)
Net deferred tax assets
$-
The Company has approximately $22,200 of net operating loss carryforwards which expire in 2022.
The Company has provided a valuation allowance against its deferred tax assets given that it is in the development stage and it is more likely than not that these benefits will not be realized.
7. FINANCIAL INSTRUMENTS
The Company's financial instruments consist of cash and cash equivalents and accounts payable and accrued liabilities and due to related party. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values.
8. SEGMENT INFORMATION
The Company operates in Canada in one business segment providing consulting services to the retail specialty coffee industry in China.
- 25 -
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24 Indemnification of Directors and Officers.
Nevada corporation law provides that:
- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful;
- a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper; and
- to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, the corporation shall indemnify him against expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense.
We may make any discretionary indemnification only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:
- by our stockholders;
- by our board of directors by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
- if a majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel in a written opinion;
- if a quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion; or
- by court order.
Our Certificate of Incorporation and Articles provide that no director or officer shall be personally liable to Titan Web Solutions or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of such director or officer unless such acts or omissions involve material misconduct,
- 26 -
fraud or a knowing violation of law, or the payment of dividends in violation of the General Corporate Law of Nevada.
Our Bylaws provide that no officer or director shall be personally liable for any obligations of Titan Web Solutions or for any duties or obligations arising out of any acts or conduct of the officer or director performed for or on behalf of Titan Web Solutions. The Bylaws also state that we will indemnify and hold harmless each person and their heirs and administrators who shall serve at any time hereafter as a director or officer from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as a director or officer. We will reimburse each such person for all legal and other expenses reasonably incurred by him in connection with any such claim or liability, including power to defend such persons from all suits or claims as provided for under the provisions of the General Corporate Law of Nevada; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of his (or her) own negligence or wilful misconduct. Our By-Laws also provide that we, our directors, officers, employees and agents will be fully protected in taking any action or making any payment, or in refusing so to do in reliance upon the advice of counsel.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Titan Web Solutions under Nevada law or otherwise, Titan Web Solutions has been advised the opinion of the Securities and Exchange Commission is that such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event a claim for indemnification against such liabilities (other than payment by Titan Web Solutions for expenses incurred or paid by a director, officer or controlling person of Titan Web Solutions in successful defense of any action, suit, or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, Titan Web Solutions 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 of whether such indemnification by it is against public policy in said Act and will be governed by the final adjudication of such issue.
Item 25 Other Expenses of Issuance and Distribution.
The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered hereunder. No expenses shall be borne by the selling stockholders. All of the amounts shown are estimates, except for the SEC Registration Fees.
|
SEC registration fees |
$2.85 |
|
Printing and engraving expenses |
$5,000 (1) |
|
Accounting fees and expenses |
$4,000 (1) |
|
Legal fees and expenses |
$15,000 (1) |
|
Transfer agent and registrar fees |
$5,000 (1) |
|
Fees and expenses for qualification under state
|
$0 |
|
Miscellaneous |
$1,000 (1) |
|
Total |
$30,002.85 |
(1)
We have estimated these amounts- 27 -
Item 26 Recent Sales of Unregistered Securities - Last Three Years.
On August 8, 2002, we accepted subscription agreements pursuant to which we sold the following shares of common stock, having a par value of $0.001 per share, to the following persons, at the offering price of $0.01 per share for gross offering proceeds of $35,000, in offshore transactions pursuant to Regulation S of the Securities Act of 1933. The offering price for the offshore transactions was established on an arbitrary basis. All of the following persons are not U.S. persons, as the term is defined under Regulation S and the sales of our common stock to the following persons were made in offshore transactions as the term is defined under Regulation S:
|
Name of Stockholder |
Residency |
Number of Shares Subscribed |
|
Chen Wu |
Vancouver, B.C. Canada |
1,000,000 |
|
Udaya Madanayake |
Vancouver, B.C. Canada |
1,000,000 |
|
Ameer Husseni |
Vancouver, B.C., Canada |
50,000 |
|
Manjit Gill |
Vancouver, B.C., Canada |
50,000 |
|
Ben Gill |
Vancouver, B.C., Canada |
50,000 |
|
Pawanjit Sandher |
Vancouver, B.C., Canada |
50,000 |
|
Bhadhur Gill |
Vancouver, B.C., Canada |
50,000 |
|
Rupinder Pooni |
Vancouver, B.C., Canada |
50,000 |
|
Sarita Bath |
Vancouver, B.C., Canada |
50,000 |
|
Polly Bath |
Vancouver, B.C., Canada |
50,000 |
|
Ruby Bath |
Vancouver, B.C., Canada |
50,000 |
|
Sukhjinder Bath |
Vancouver, B.C., Canada |
50,000 |
|
Jasvinder Gill |
Vancouver, B.C., Canada |
50,000 |
|
Sukhvinder Hoti |
Vancouver, B.C., Canada |
50,000 |
|
Sukhjit Hoti |
Vancouver, B.C., Canada |
50,000 |
|
Ranvir Khaira |
Vancouver, B.C., Canada |
50,000 |
|
Gurjinder Khaira |
Vancouver, B.C., Canada |
50,000 |
|
Ravinder Bansal |
Vancouver, B.C., Canada |
50,000 |
|
Kamaljit Bansal |
Vancouver, B.C., Canada |
50,000 |
|
Emily Read |
Vancouver, B.C., Canada |
50,000 |
|
Christina Martins |
Vancouver, B.C., Canada |
50,000 |
|
Maria Martins |
Vancouver, B.C., Canada |
50,000 |
|
Johnny Sharma |
Vancouver, B.C., Canada |
50,000 |
|
Samrat Sharma |
Vancouver, B.C., Canada |
50,000 |
|
Harjit Mann |
Vancouver, B.C., Canada |
50,000 |
|
Sharonjit Mann |
Vancouver, B.C., Canada |
50,000 |
|
Jieqin Qu |
Vancouver, B.C., Canada |
50,000 |
|
Kai Li |
Vancouver, B.C., Canada |
50,000 |
|
Gurpan Mann |
Vancouver, B.C., Canada |
50,000 |
|
Jujar Hoti |
Vancouver, B.C., Canada |
50,000 |
|
Kami Hoti |
Vancouver, B.C., Canada |
50,000 |
|
Ranjit Hoti |
Vancouver, B.C., Canada |
50,000 |
Item 27 Exhibits.
The following Exhibits are filed with this Prospectus:
Exhibit
Number Description
3.1 Our Articles of Incorporation dated July 15, 2002
3.2 Bylaws
5.1 Opinion of Clark, Wilson regarding the legality of the securities being registered
23.2 Consent of Dohan and Company, PA
24.1 Power of Attorney (contained on the signature pages of this registration statement)
Item 28 Undertakings.
The undersigned Company hereby undertakes that it will:
(1) file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include:
(a) any prospectus required by Section 10(a)(3) of the Securities Act;
(b) reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(c) any additional or changed material information with respect to the plan of distribution not previously disclosed in the registration statement;
(2) for the purpose of determining any liability under the Securities Act, each of the post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof; and
(3) remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
- 29 -
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Titan Web Solutions pursuant to the foregoing provisions, or otherwise, Titan Web Solutions has been advised that in the opinion of the Commission that type of indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against said liabilities (other than the payment by Titan Web Solutions of expenses incurred or paid by a director, officer or controlling person of Titan Web Solutions in the successful defense of any action, suit or proceeding) is asserted by the director, officer or controlling person in connection with the securities being registered, Titan Web Solutions will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the issue.
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
- 30 -
SIGNATURES
In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Vancouver, British Columbia on May 5, 2003.
TITAN WEB SOLUTIONS, INC.
a Nevada corporation
/s/ Chen Wu
By: Chen Wu, President and CEO
/s/ Udaya Madanayake
By: Udaya Madanayake,
Principal Accounting Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person who signature appears below constitutes and appoints Paulo Martins as 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 amendments (including 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 attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
Signatures
/s/ Chen Wu
Chen Wu, President, CEO and Director
May 5, 2003
/s/ Udaya Madanayake
Udaya Madanayake, Treasury, Principal Accounting Officer and Director
May 5, 2003
/s/ Tony Castro
Tony Castro, Secretary and Director
May 5, 2003
BYLAWS
OF
TITAN WEB SOLUTIONS, INC.
A Nevada Corporation
TABLE OF CONTENTS
TO THE
BYLAWS OF
TITAN WEB SOLUTIONS, INC.
|
|
Page |
|
|
ARTICLE 1 - OFFICES |
1 |
|
|
1.1 |
Principal Executive Office |
1 |
|
1.2 |
Registered Office |
1 |
|
1.3 |
Change of Location |
1 |
|
1.4 |
Other Offices |
1 |
|
ARTICLE 2 - MEETINGS OF SHAREHOLDERS |
1 |
|
|
2. 1 |
Place of Meetings |
1 |
|
2.2 |
Annual Meetings |
1 |
|
2.3 |
Special Meetings |
2 |
|
2.4 |
Notice of Shareholders' Meetings |
2 |
|
2.5 |
Manner of Giving Notice; Affidavit of Service |
3 |
|
2.6 |
Adjourned Meetings and Notice Thereof |
3 |
|
2.7 |
Voting at Meetings of Shareholders |
4 |
|
2.8 |
Record Date for Shareholder Notice, Voting and Giving Consents |
4 |
|
2.9 |
Quorum |
5 |
|
2.10 |
Waiver of Notice or Consent by Absent Shareholders |
5 |
|
2.11 |
Shareholder Action by Written Consent Without Meeting |
6 |
|
2.12 |
Proxies |
7 |
|
2.13 |
Inspectors of Election |
7 |
|
ARTICLE 3 - DIRECTORS |
8 |
|
|
3.1 |
Powers |
8 |
|
3.2 |
Number and Qualification of Directors |
9 |
|
3.3 |
Election and Term of Office |
9 |
|
3.4 |
Vacancies |
9 |
|
3.5 |
Removal of Directors |
10 |
|
3.6 |
Resignation of Director |
10 |
|
3.7 |
Place of Meeting |
10 |
|
3.8 |
Annual Meeting |
11 |
|
3.9 |
Special Meetings |
11 |
|
3.10 |
Adjournment |
11 |
|
3.11 |
Notice of Adjournment |
12 |
|
3.12 |
Waiver of Notice |
12 |
|
3.13 |
Quorum and Voting |
12 |
|
3.14 |
Fees and Compensation |
12 |
|
3.15 |
Action Without Meeting |
12 |
|
ARTICLE 4 - OFFICERS |
13 |
|
|
4.1 |
Officers |
13 |
|
4.2 |
Election |
13 |
|
4.3 |
Subordinate Officers |
13 |
|
4.4 |
Removal and Resignation |
13 |
|
4.5 |
Vacancies |
14 |
|
4.6 |
Chairman of the Board |
14 |
|
4.7 |
President |
14 |
|
4.8 |
Vice Presidents |
14 |
|
4.9 |
Secretary |
14 |
|
4.10 |
Assistant Secretaries |
15 |
|
4.11 |
Chief Financial Officer (Treasurer) |
15 |
|
4.12 |
Assistant Financial Officers |
15 |
|
4.13 |
Salaries |
16 |
|
ARTICLE 5 - SHARES OF STOCK |
16 |
|
|
5.1 |
Share Certificates |
16 |
|
5.2 |
Transfer of Shares |
16 |
|
5.3 |
Restrictions on Transfer of Shares |
16 |
|
5.4 |
Lost or Destroyed Certificate |
17 |
|
ARTICLE 6 - COMMITTEES |
17 |
|
|
6.1 |
Committees |
17 |
|
ARTICLE 7 - INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS |
|
|
|
7.1 |
Agents, Proceedings and Expenses |
18 |
|
7.2 |
Indemnification |
18 |
|
7.3 |
Insurance |
18 |
|
ARTICLE 8 - RECORDS AND REPORTS |
18 |
|
|
8.1 |
Shareholder Inspection of Articles and Bylaws |
18 |
|
8.2 |
Maintenance and Inspection of Records of Shareholders |
19 |
|
8.3 |
Shareholder Inspection of Corporate Records |
19 |
|
8.4 |
Inspection by Directors |
20 |
|
8.5 |
Annual Statement of General Information |
20 |
|
ARTICLE 9 - MISCELLANEOUS |
20 |
|
|
9.1 |
Checks, Drafts, Evidence of Indebtedness |
20 |
|
9.2 |
Contracts, Etc., How Executed |
20 |
|
9.3 |
Representation of Shares of Other Corporations |
20 |
|
ARTICLE 10 - AMENDMENTS TO BYLAWS |
21 |
|
|
10.1 |
Amendment by Shareholders |
21 |
|
10.2 |
Amendment by Directors |
21 |
BYLAWS
OF
TITAN WEB SOLUTIONS, INC.
1.1 Principal Executive Office
The principal executive office for the transaction of the business of the corporation is hereby fixed and located at a place to be determined by the co rporation's board of directors.
1.2 Registered Office
The registered office of the corporation in the State of Nevada is 6100 Neil Road, Suite 500, Reno, Nevada, 89511.
1.3 Change of Location
The board of directors is hereby granted full power and authority to change the principal executive office and the registered office from one location to another, and to fix the location of the principal executive office of the corporation at any place within or outside the State of Nevada. If the principal executive office is located outside this State, and the corporation has one or more business offices in this State, the board of directors shall fix and designate a principal executive office in the State of Nevada.
1.4 Other Offices
Branch or subordinate offices may at any time be established by the board of directors at any place or places where the corporation is qualified to do business.
All annual and all other meetings of shareholders shall be held at the location designated by the board of directors pursuant to a resolution or as set forth in a notice of the meeting, within or outside of the State of Nevada. If no such location is set forth in a resolution or in the notice of the meeting, the meeting shall be held at the principal execu tive office of the corporation.
2.2 Annual Meetings
The annual meetings of shareholders shall be held on the first Friday of June of each year at 10:00 a.m. or on such other date or such other time as may be fi xed by the board of directors.
2.3 Special Meetings
Special meetings of the shareholders, for any purpose or purposes whatsoever, may be called at any time by the president or by the board of directors or the chairman of the board. Special meetings may not be called by any other person or persons. Each special meeting shall be held on such date and at such time as is determined by the person or persons calling the meeting.
2.4 Notice of Shareholders' Meetings
All notices of meetings of shareholders shall be sent or otherwise given in accordance with Section 2.5 hereof not less than ten (10) or more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. The notice shall specify the place, date and hour of the meeting.
In the case of a special meeting the notice shall specify the general nature of the business to
be transacted at the meeting.In the case of the annual meeting the notice shall specify those matters which the board of directors , at the time of the mailing of the notice, intends to present for action by the shareholders, but any proper matter may be presented at the meeting. The notice shall also state the general nature of th e business or proposal to be considered or acted upon at such meeting before action may be taken at such meeting for approval of (i) any transaction governed by section 78.140 of the General Corporation Law of Nevada including a proposal to enter into a contract or other transaction between the corporation and one or more of its directors, or between the corporation and any corporation, firm or association in which one or more of the corporation's directors has a material financial interest or in which one or more of its directors are directors; or (ii) a proposal to amend the articles of incorporation in any manner other than may be accomplished by the board of directors alone as permitted by section 78.380 of the General Corporation Law of Nevada; or (iii) a proposal to reorganize the corporation under sections 78.411 through 78.466 of the General Corporation Law of Nevada; or (iv) a proposal to wind up and dissolve the corporation under section 78.580 of the General Corporation Law of Nevada; or (v) if the corporation is in the process of winding up and has both preferred and common shares outstanding, a proposal for a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of the preferred shares as specified in the articles of incorporation of this corporation.
The notice of any meeting at which directors are to be elected shall include the name of any candidates intended at the time of the notice to be presented by the board of directors for election. Shareholders who intend to present their own slate of candidates must give notice to the board of directors of the name(s), address(es) and telephone number(s) of such candidate(s) not less than seventy (70) days prior to the meeting date as set forth in these bylaws or by resolution of the board. Notice shall be deemed submitted to the board if it is delivered to the Secretary of the corporation personally or by first-class mail, by telegraph, facsimile or other form of written communication, charges prepaid, addressed to the corporation's principal executive office. Notice shall be deemed to have been given at the time delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or electronic means to the recipient by the person given the notice.
2.5 Manner of Giving Notice; Affidavit of Notice
Notice of any shareholders' meeting or any distribution of reports required by law to be given to shareholders shall be given to shareholders either personally or by first-class mail, by telegraph, facsimile or other form of written communication, charges prepaid, sent to each shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation's books or has been so given, notice shall be deemed to have been given if sent to that shareholder by first-class mail, by telegraph, facsimile or other written communication to the corporation's principal executive office, or if published at least once in a newspaper of general circulation in the county where that office is located. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, delivered to a common carrier for transmission to the recipient, or actually transmitted by facsimile or other electronic means to the recipient by the person giving the notice.
If any notice or report sent to a shareholder at the address of that shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice or report to the shareholder at that address, all future notices or reports shall be deemed to have been duly given without further mailing if these shall be available to the shareholder on written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice or report to all other shareholders.
An affidavit of the mailing or other means of giving any notice of any shareholders' meeting or report may be executed by the secretary, assistant secretary, or any transfer agent of the corporation giving the notice, and filed and maintained in the minute book of the corporation.
2.6 Adjourned Meetings and Notice Thereof
Any shareholders' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the shares, the holders of which are either present in person or represented by proxy thereat, but in the absence of a quorum, no other business may be transacted at such meeting except in the case of the withdrawal of a shareholder from a quorum as provided in Section 2.9 hereof.
When any shareholders' meeting, either annual or special, is adjourned for more than forty-five (45) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the adjourned meeting in accordance with the provisions of Sections 2.4 and 2.5 hereof. Except as provided above, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken. The corporation may transact any business at any adjourned meetings that might have been transacted at the regular meeting.
2.7 Voting at Meetings of Shareholders
The shareholders entitled to vote at any meeting of shareholders shall be determined in accordance with the provisions of Section 2.8 hereof, subject to the provisions of sections 78.350 to 78.365, inclusive, of the General Corporation Law of Nevada. Each shareholder shall be entitled to one vote for each share of stock registered on the books of the corporation in his name, whether represented in person or by proxy. Every shareholder entitled to vote shall have the right to vote in person, or as provided in Section 2.12 hereof, by proxy. The shareholders' vote may be by voice vote or by ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than the election of directors, any shareholder may vote part of the shares in favor of or in opposition to the proposal and refrain from voting the remaining shares, but if the shareholder fails to specify the number of shares which the shareholder is voting, it will be conclusively presumed that the shareholder's vote is with respect to all shares that the shareholder is entitled to vote.
The affirmative vote of a majority of the shares represented at the meeting and entitled to vote on any matter (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the General Corporation Law of Nevada or by the articles of incorporation.
2.8 Record Date for Shareholder Notice, Voting and Giving Consents
In order that the corporation may determine the shareholders entitled to notice of or to vote at, any meeting of shareholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date: (1) in the case of determination of shareholders entitled to vote at any meeting of shareholders or adjournment thereof, shall, unless otherwise required by law, not be more than 60 nor less than 10 days before the date of such meeting; (2) in the case of determination of shareholders entitled to express consent to corporate action in writing without a meeting, shall not be more than 10 days from the date upon which the resolution fixing the record date is adopted by the board of directors; and (3) in the case of any other action, shall not be more than 60 days prior to such other action. If no record date is fixed: (1) the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the date next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (2) the record date for determining shareholders entitled to express consent to corporate action in writing without a meeting when no prior action of the board of directors is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation in accordance with applicable law, or, if prior action by the board of directors is required by law, shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action; and (3) the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.
2.9 Quorum
A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at the meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum and by any greater number of shares otherwise required to take such action by applicable law or in the articles of incorporation. In the absence of a quorum, any meeting of shareholders may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy, but no business may be transacted except as hereinabove provided.
2.10 Waiver of Notice or Consent by Absent Shareholders
The transactions of any meeting of shareholders, either annual or special, however called and noticed and wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote, who was not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The waiver of notice or consent need not specify either the business to be transacted or the purpose of any annual or special meeting of shareholders, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 hereof, the waiver of notice or consent shall state the general nature of the proposal. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.
Attendance by a person at a meeting shall also constitute a waiver of notice of that meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not included in the notice of the meeting if the objection is expressly made at the meeting.
2.11 Shareholder Action by Written Consent Without Meeting
Any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Notwithstanding the previous sentence, directors may be elected by written consent without a meeting only if the unanimous written consent of all outstanding shares entitled to vote is obtained, except that a vacancy in the board (other than a vacancy created by removal of a director) not filled by the board may be filled by the written consent of the holders of a majority of the outstanding shares entitled to vote.
Unless the consents of all shareholders entitled to vote have been solicited in writing, the secretary shall give to those shareholders entitled to vote who have not consented in writing notice of such approval at least ten (10) calendar days before the consummation of the action authorized by such approval for any of the following:
Unless the consents of all shareholders entitled to vote have been solicited in writing, prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing. Such notice shall be given in accordance with Section 2.5 hereof.
All such waivers, consents or approvals shall be filed with the secretary of the corporation and shall be maintained in the corporate records. Any shareholder giving a written consent, or the shareholder's proxyholders, or a transferee of the shares or a personal representative of the shareholder or their respective proxyholders, may revoke the consent by a writing received by the corporation prior to the time that written consent of the number of shares required to authorize the proposed action has been filed with the secretary of the corporation, but may not do so thereafter. Such revocation is effective upon its receipt by the secretary of the corporation.
2.12 Proxies
Every shareholder entitled to vote for directors or on any other matter shall have the right to do so either in person or by one or more agents authorized by a written proxy signed by the shareholder. A proxy shall be deemed signed if the shareholder's name is placed on the proxy (whether by manual signature, typewriting, telegraphic transmission, facsimile or other electronic transmission, or otherwise) by the shareholder or the shareholder's attorney in fact. A validly executed proxy that does not state that it is irrevocable shall continue in full force and effect unless (i) revoked by the person executing it, before the vote pursuant to that proxy, by a writing delivered to the corporation stating that the proxy is revoked, or by a subsequent proxy executed by, or as to any meeting by attendance at the meeting and voting in person by, the person executing the proxy; or (ii) written notice of the death or incapacity of the maker of that proxy is received by the corporation before the vote pursuant to that proxy is counted; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of the proxy, unless otherwise provided in the proxy. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of section 78.355 of the Gen eral Corporation Law of Nevada.
2.13 Inspectors of Election
Before any meeting of shareholders, the board of directors may appoint any persons other than nominees for office to act as inspectors of election at the meeting or its adjournment. If inspectors of election are not so appointed, the chairman of the meeting may, and on the request of any shareholder or a shareholder's proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present at the meeting shall determine whether one (1) or three (3) inspectors are to be appointed. If any person appointed as inspector fails to appear or fails or refuses to act, the chairman of the meeting may, and upon the request of any shareholder or a shareholder's proxy shall, appoint a person to fill that vacancy.
These
inspectors shall:
Subject to the provisions of section 78.120 et seq. of the General Corporation Law of Nevada and any limitations in the articles of incorporation and the bylaws of this corporation relating to action required to be approved by the shareholders or by the outstanding shares, or by a less than majority vote of a class or series of preferred shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board of directors. The board may delegate the management of the day-to-day operation of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ul timate direction of the board.
3.2 Number and Qualification of Directors
The authorized number of directors of the corporation shall not be less than one (1) nor more than ten (10) with the exact number of directors to be fixed, within the limits specified, by approval of the board. Each director must be at least eighteen (18) years of age. A director need not be a shareholder of this corporation or a resident of the State of Nevada. After the issuance of shares, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the majority of the outstanding shares entitled to vote; provided that an amendment reducing the number to less than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 16 2/3 percent of the outst anding shares entitled to vote.
3.3 Election and Term of Office
Except as provided in section 78.330 of the General Corporation Law of Nevada, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting. Each director, including the director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified.
3.4 Vacancies
Vacancies in the board of directors may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director. Each director so elected shall hold office until his successor is elected at an annual or special meeting of the shareholders.
A vacancy or vacancies in the board of directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the board of directors by resolution declares vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.
The
shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If, after the filling of any vacancy by the directors, the directors then in office who have been elected by the shareholders shall constitute less than a majority of the directors then in office, any holder or holders of an aggregate of five percent (5%) or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of the shareholders, to be held to elect the entire board of directors. If the board of directors accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have the power to elect a successor to take office when the resignation is to become effective.No reduction of the authorized number of directors or amendment reducing the number of classes of directors shall have the effect of removing any director prior to the expiration of such director's term of office.
3.5 Removal of Directors
Any or all of the directors may be removed without cause if any such removal is approved by the outstanding shares, subject to the following: (1) Except for a corporation whose board of directors is classified pursuant to section 78.330 of the General Corporation Law of Nevada, no director may be removed (unless the entire board of directors is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast, (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the directors' most recent election were then being elected, (2) When by the provisions of the articles of incorporation of this corporation the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.
A director of a corporation whose board of directors is classified pursuant to section 78.330 of the General Corporation Law of Nevada may not be removed if the votes cast against removal of the director, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively (without regard to whether shares may otherwise be voted cumulatively) at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and either the number of directors elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being s ought, were then being elected.
3.6 Resignation of Director
Any director may resign effective upon giving written notice to the chairman of the board, the president, the secretary or the board of directors of the corporation, unless the notice specifies a later time for the effectiveness of such resignation. If the resignation is effective at a future date, a successor may be elected to take office when the resignation becomes effective.
3.7 Place of Meeting
Regular meetings of the board of directors shall be held at any place within or outside the State of Nevada which has been designated from time to time by resolution of the board of directors. In the absence of such designation, regular meetings shall be held at the corporation's principal executive office.
Special
meetings of the board may be held either at a place within or outside the State of Nevada which has been designated by resolution of the board of directors or as set forth in a notice of the meeting. If no such location is set forth in a resolution or in the notice of the meeting, the meeting shall be held at the principal executive office of the corporation.Members of the board may participate in a meeting through use of a conference telephone or similar communication equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting by means of the above-described procedure shall constitute pres ence in person at such meeting.
3.8 Annual Meeting
Immediately following each annual meeting of shareholders, the board of directors shall hold a regular meeting for the purpose of organization, election of officers and the transaction of other business. Notice of such me eting is hereby dispensed with.
3.9 Special Meetings
S pecial meetings of the board of directors for any purpose or purposes may be called at any time by the chairman of the board or the president or vice president or the secretary or any two directors.
Written notice of the date, time and place of special meetings shall be delivered personally to each director or sent to each director by first-class mail, by telegraph, facsimile or by other form of written communication, charges prepaid, sent to him at his address as it appears upon the records of the corporation or, if it is not so shown or is not readily ascertainable, at the place in which the meetings of directors are regularly held. The notice need not state the purpose for the meeting. In case such notice is mailed, it shall be deposited in the United States mail at least four (4) days prior to the time of the meeting. In case such notice is delivered personally, transmitted by facsimile or other electronic means, or telegraphed, it shall be so delivered, deposited with the telegraph company or electronically transmitted at least forty-eight (48) hours prior to the time of the meeting. Such delivery, mailing, telegraphing, or transmitting as above provided, shall be due, legal and personal notice to such director. Notice of a meeting need not be given to any director who signs a waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the l ack of notice to such director.
3.10 Adjournment
A majority of the directors present, whether or not a quorum is present, may adjourn any directors' mee ting to another time and place.
3.11 Notice of Adjournment
If a meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not pres ent at the time of adjournment.
3.12 Waiver of Notice
The transactions at any meeting of the board of directors, however called and noticed, or wherever held, shall be as valid as though such transactions had occurred at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice of or consent to holding the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice need not state the purpose for wh ich the meeting is or was held.
3.13 Quorum and Voting
A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinabove provided. In no event shall a quorum be less than two (2) unless the authorized number of directors is one (1), in which case one (1) director constitutes a quorum. Every act or decision done or made by a majority of the directors at a meeting duly held at which a quorum is present shall be regarded as an act of the board of directors subject to the provisions of section 78.140 of the General Corporation Law of Nevada requiring shareholder approval of a contract or other transaction in which a director has a direct or indirect financial interest, section 78.125 of that Law as to appointment of committees, and section 78.751 of that Law requiring shareholder approval of indemnification of directors, officers, employees or other agents of the corporation. However, a meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the re quired quorum for such meeting.
3.14 Fees and Compensation
Directors shall not receive any stated salary for their services as directors, but, by resolution of the board, a fixed fee, with or without expenses of attendance, may be allowed to directors not receiving monthly compensation for attendance at each meeting. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity, as an officer, agent, employee or otherwise, from r eceiving compensation therefor.
3.15 Action Without Meeting
Any action required or permitted to be taken by the board of directors under the General Corporation Law of Nevada may be taken without a meeting if all members of the board individually or collectively consent in writing to such action. Such consent or consents shall be filed with the minutes of the meetings of the board. Such action by written consent shall have the same force and effect as a unanimous vote of such directors. Any certificate or other document filed under the provision of the General Corporation Law of Nevada which relates to action so taken shall state that the action was taken by unanimous written consent of the board of directors without a meeting and that the bylaws authorized the directors to so do.
The officers of the corporation shall be a president, a secretary, and a chief financial officer (treasurer) and such other officers with such titles and duties as may be appointed in accordance with the provisions of Section 4.3 hereof, including chairman of the board. Any number of offices may be held by the same person. All officers must be natural persons and any natural perso n may hold two or more offices.
4.2 Election
The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 hereof, shall be chosen annually by the board of directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve or until his successor shall be elected and qualified.
4.3 Subordinate Officers
The board of directors may appoint such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the bylaws or as the board of directors m ay from time to time determine.
4.4 Removal and Resignation
Any officer may be removed, either with or without cause, by a majority of the directors at the time in office, at any regular or special meeting of the board, or, except in the case of an officer chosen by the board of directors, by any officer upon whom such power of removal may be conferred by the board of directors.
Any officer may resign at any time by giving written notice to the board of directors or to the president or to the secretary of the corporation. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
4.5 Vacancies
A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the bylaws for regul ar appointments to such office.
4.6 Chairman of the Board
The chairman of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board of directors and shareholders and exercise and perform all such other powers and duties as may from time to time be assigned to him by the board of directo rs or prescribed by the bylaws.
4.7 President
The president, or if there is no president the chairman of the board, shall be the general manager and chief executive officer of the corporation and shall, subject to the board of directors, have general supervision, direction and control of the business and of other officers and employees of the corporation. He shall preside at all meetings of the shareholders and, if there is no regular, appointed chairman of the board or if such chairman is absent, at all meetings of the board of directors. He shall be an ex officio member of all standing committees, including the executive committee, if any, and shall have general powers and duties of management usually vested in the office of the president of a corporation, and shall have such other powers and duties as may be prescribed by the board of directors or the bylaws.
4.8 Vice Presidents
In the absence or disability of the president and the chairman of the board, the vice presidents, if any, in order of their rank as fixed by the board of directors or, if not ranked, the vice president designated by the board of directors, shall perform all the duties of the president and, when so acting, shall have all the powers of and be subject to all the restrictions upon the president and chairman of the board. Each vice president shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the board of directors or the bylaws, and the presiden t or the chairman of the board.
4.9 Secretary
The secretary shall keep, or cause to be kept, at the principal executive office, or such other place as the board of directors may order, a book of minutes of all meetings of directors and shareholders, with the time and place of holding, whether regular or special and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meeting and the proceedings thereof.
The
secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation's transfer agent, a share register or a duplicate share register showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and the date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.The secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the board of directors required by the bylaws or by law to be given, shall keep the seal of the corporation in safe custody and shall have such other powers and shall perform such other duties as from time to time may be prescribed by the bo ard of directors or the bylaws.
4.10 Assistant Secretaries
In the absence or disability of the secretary, the assistant secretaries in order of their rank as fixed by the board of directors or, if not ranked, the assistant secretary designated by the board of directors shall perform all the duties of the secretary and, when so acting, shall have all the powers of and be subject to all the restrictions upon the secretary. Each assistant secretary shall have such other powers and shall perform such other duties as from time to time may be prescribed for him by the bo ard of directors or the bylaws.
4.11 Chief Financial Officer (Treasurer)
The chief financial officer shall be the treasurer. The treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares.
The treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation with such depositaries as may be designated by the board of directors. He shall be responsible for the proper disbursement of the funds of the corporation as may be ordered by the board of directors and shall render to the president or directors, whenever they request it, an account of all of his transactions as treasurer and of the financial condition of the corporation. The treasurer shall prepare a proper annual budget of income and expenses for each calendar year, revised quarterly, for approval of or revision by the board of directors and shall be responsible for the handling of finances in connection therewith. He shall have such other powers and shall perform such other duties as may be prescribed by the board of directors. He shall see that all officers signing checks are bonded in such amounts as may be fixed from time to time by the board of directors.
4.12 Assistant Financial Officers
In the absence of or disability of the treasurer, the assistant financial officers in order of their rank or, if not ranked, the assistant financial officer designated by the board of directors shall perform all the duties of the treasurer and, when so acting, shall have the powers of and be subject to all the restrictions upon the treasurer. Each assistant financial officer shall have such other powers and perform such other duties as from time to time may be prescribed for him by the bo ard of directors or the bylaws.
4.13 Salaries
Salaries of officers and other shareholders employed by the corporation shall be fixed periodically by the board of directors or established under agreements with the officers or shareholders approved by the board of directors. No officer shall be prevented from receiving this salary because he is also a director of the corporation.
The certificates of shares of the corporation shall be in such form consistent with the articles of incorporation and the laws of the State of Nevada as shall be approved by the board of directors. A certificate or certificates for shares of the capital stock of the corporation shall be issued to each shareholder when any of these shares are fully paid, and the board of directors may authorize the issuance of certificates or shares as partly paid provided that these certificates shall state the amount of the consideration to be paid for them and the amount paid. All such certificates shall be signed by the chairman or vice chairman of the board or the president or a vice president, and by the treasurer or an assistant financial officer or the secretary or any assistant secretary, certifying the number of shares and the class or series of shares owned by the shareholder. Any or all of the signatures on th e certificate may be facsimile.
5.2 Transfer of Shares
Subject to the provisions of law, upon the surrender to the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.
5.3 Restrictions on Transfer of Shares
No shares of the corporation shall be transferred without approval of the board of directors; provided, however that this section 5.3 shall cease to apply at such time as the board of directors passes a resolution providing for the appointment of an agent to maintain a central securities register for the corporation and the corporation no longer qualifies as a "private issuer" as that term is defined in the Securities Act (Briti sh Columbia).
5.4 Lost or Destroyed Certificate
The holder of any shares of stock of the corporation shall immediately notify the corporation of any loss or destruction of the certificate therefor, and the corporation may issue a new certificate in the place of any certificate theretofore issued by it alleged to have been lost or destroyed, upon approval of the board of directors. The board may, in its discretion, as a condition to authorizing the issue of such new certificate, require the owner of the lost or destroyed certificate, or his legal representative, to make proof satisfactory to the board of directors of the loss or destruction thereof and to give the corporation a bond or other security, in such amount and with such surety or sureties as the board of directors may determine, as indemnity against any claim that may be made against the corporation on account of any such certificate so alleged to have been lost or destroyed.
The board of directors may, by resolution adopted by a majority of the authorized number of directors , designate one or more committees, each consisting of one (1) or more directors, to serve at the pleasure of the board. The board may designate one or more directors as alternate members of any committee, who may replace any absent member at any meeting of the committee.
Any such committee, to the extent provided by resolution of the board, shall have all authority of the board, except with respect to: (i) the approval of any action requiring shareholder approval as enumerated in Subsection (i) through (v) of Section 2.11 hereof and requiring notice to shareholders of such action; (ii) the filling of vacancies on the board of directors or on any committee; (iii) the fixing of compensation of the board of directors for serving on the board or on any committee; (iv) the amendment or repeal of bylaws or the adoption of new bylaws; (v) the amendment or repeal of any resolution of the board of directors which by its expressed terms is not so amenable or repealable; (vi) a distribution to the shareholders of the corporation, except at a rate or in a periodic amount within a price range determined by the board of directors; or (vii) the appointment of other committees of the board of directors or the members of these committees.
The provisions of these bylaws for notice to directors of meetings, place of meetings, regular meetings , special meetings and notice, quorum, waiver of notice, adjournment, notice of adjournment, and actions without meetings, without such changes in the context of those bylaws as may be necessary to substitute the committee and its members for the board of directors and its members, apply also to the committees of the board of directors and action by such committees, except that the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee.
7.1 Agents, Proceedings and Expenses
For purposes of this Article, an "agent" of the corporation includes any person who is or was a director, officer, employee or other agent of the corporation; or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation; "proceeding" means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" include, without limitation, attorneys' fees, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact any such person is or w as an agent of the corporation.
7.2 Indemnification
The corporation shall, to the maximum extent permitted by Nevada law, have the power to indemnify each of its agents against expenses and shall have the power to advance to each such agent expenses incurred in defending any such proceeding to the maximu m extent permitted by that law.
7.3 Insurance
The corporation may, upon the resolution of the directors, purchase and maintain insurance on behalf of any agent of the corporation against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not the corporation would have the power to indemnify the agent against such liability under the provisions of this Article VII.
8.1 Shareholder Inspection of Articles and Bylaws
The corporation shall keep at its registered office in Nevada, a copy certified by the secretary of state of its articles of incorporation and any amendments thereto, a copy certified by the corporation's secretary of the bylaws and any amendments thereto, which shall be open to inspection by shareholders at all reasonable time s during office hours.
8.2 Maintenance and Inspection of Records of Shareholders
The corporation shall keep at its registered office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the board of directors, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each shareholder.
Any person who has been a shareholder of record of the corporation for at least six months preceding his demand, or any shareholder or shareholders holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation, or any shareholder or shareholders who hold at least one percent (1%) of such voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following: (i) inspect and copy the records of shareholders' names, addresses and shareholdings, during usual business hours on five (5) days' prior written demand on the corporation, or (ii) obtain from the transfer agent of the corporation, on written demand and on the tender of such transfer agent's usual charges for such list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders' names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which that list has been compiled or as of a date specified by the shareholder after the date of demand. This list shall be made available to any such shareholder or shareholders by the transfer agent on or before the later of five (5) days after the demand is received or the date specified in the demand as the date as of which the list is to be compiled. The record of shareholders shall also be open to inspection on the written demand of any shareholder or holder of a voting trust certificate, at any time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. Any inspection and copying under this Section 8.2 may be made in person or by an agent or attorney of the shareholder or holder of a voting trust certificate making the demand.
8.3 Shareholder Inspection of Corporate Records
The accounting books and records and minutes of proceedings of the shareholders and the board of directors and any committee or committees of the board of directors shall be kept at such place or places designated by the board of directors, or, in the absence of such designation, at the principal executive office of the corporation. The minutes shall be kept in written form, and the accounting books and records shall be kept either in written form or in any other form capable of being converted into written form. The minutes and accounting books and records shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate, at any reasonable time during usual business hours, for a purpose reasonably related to the holder's interests as a shareholder or as the holder of a voting trust certificate. The inspection may be made in person or by an agent or attorney and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the corporation and may not be limited by the articles a nd bylaws.
8.4 Inspection by Directors
Every director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the corporation and each of its subsidiary corporations, domestic or foreign. This inspection by a director may be made in person or by an agent or attorney and the right of inspection includes the right to copy and make extracts of documents.
8.5 Annual Statement of General Information
The corporation shall, each year during the calendar month in which its articles of incorporation originally were filed with the Nevada Secretary of State, file with the Secretary of State, on the prescribed form, a statement setting forth the names and complete business or residence addresses of all incumbent directors, the names and complete business or residence addresses of the president, secretary and treasurer, and the corporation's duly appointed resident agent in charge of the registered office in the State of Nevada upon whom process can be served, all in compliance with section 78.150 of the General Corporation Law of Nevada.
9.1 Checks, Drafts, Evidence of Indebtedness
All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness, issued in the name of or payable to the corporation, shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the board of directors.
9.2 Contracts, Etc., How Executed
The board of directors, except as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of the corporation; such authority may be general or confined to specific instances; and, unless so authorized by the board of directors, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit to render it liable fo r any purpose or to any amount.
9.3 Representation of Shares of Other Corporations
The president or, in the event of his absence or inability to serve, any vice president and the secretary or assistant secretary of this corporation are authorized to vote, represent and exercise, on behalf of this corporation, all rights incidental to any and all shares of any other corporation standing in the name of this corporation. The authority herein granted to the officers to vote or represent on behalf of this corporation any and all shares held by this corporation in any other corporation may be exercised either by such officers in person or by any person authorized to do so by proxy or power of attorney duly executed by the officers.
10.1 Amendment by Shareholders
New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of the shareholders entitled to exercise a majority of the voting power of the corporation; except as provided in these bylaws, a bylaw amendment reducing the number or the minimum number of directors cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent would be sufficient to elect at least one (1) director if voted cumulatively at an election at which all of the outstanding shares entitled to vote were voted and the entire number of previously authorized direc tors were then being elected.
10.2 Amendment by Directors
Subject to the rights of the shareholders as provided in Section 10.1 hereof to adopt, amend or repeal bylaws, bylaws may be adopted, amended, or repealed by the board of directors.
CERTIFICATE OF SECRETARY
OF
TITAN WEB SOLUTIONS, INC.
(the "Corporation")
I hereby certify that I am the duly appointed and acting Secretary of the Corporation, and that the foregoing is a true and correct copy of the Bylaws of the Corporation adopted on the 22nd day of July, 2002.
DATED: July 22, 2002
/s/ Paulo Martins
Paulo Martins, Secretary
ARTICLES OF INCORPORATION
OF
TITAN WEB SOLUTIONS, INC.
a Nevada Corporation
I, the undersigned, being the original incorporator herein named, for the purpose of forming a Corporation under the General Corporation Laws of the State of Nevada, to do business both within and without the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true:
ARTICLE I
NAME
The name of the Corporation is TITAN WEB SOLUTIONS, INC.
ARTICLE II
RESIDENT AGENT & REGISTERED OFFICE
Section 2.01. Resident Agent . The name and address of the Resident Agent for service of process in Nevada Corporate Headquarters, Inc., 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109. Mailing Address: P.O. Box 27740, Las Vegas, NV 89126
Section 2.02. Registered Office . The address of its Registered Office is 101 Convention Center Drive, Suite 700, Las Vegas, Nevada 89109.
Section 2.03. Other Offices . The Corporation may also maintain officers for the transaction of any business at such other places within or without the State of Nevada as it may from time to time determine. Corporate business of every kind and nature may be conducted, and meetings of Directors and Stockholders held outside the State of Nevada with the same effect as if in the State of Nevada.
ARTICLE III
PURPOSE
The Corporation is organized for the purpose of engaging in any lawful activity, within or without the State of Nevada.
ARTICLE IV
SHARES OF STOCK
Section 4.01. Number and Class . The Corporation shall authorize the issuance of a single class of Capital Stock in the amount of twenty-five million (25,000,000) shares of Common Stock, at $.001 par value.
Notwithstanding the foregoing these Articles hereby vest the Board of Directors of the Corporation with such authority as may be necessary to prescribe such classes, series and numbers of each class or series of Stock. In addition the Board is hereby vested with such authority as may be necessary to prescribe the voting powers, designations, preferences, limitations, restrictions and relative rights of each class or series of Stock created. All classes of Stock may be issued form time to time without action by the Stockholders.
Section 4.02. No Preemptive Rights . Unless otherwise determined by the Board of Directors, holders of the Stock of the Corporation shall not have any preference, preemptive right, or right of subscription to acquire any shares of the Corporation authorized, issued or sold, or to be authorized, issued or sold, and convertible into shares of the Corporation, nor to any right of subscription thereto.
Section 4.03. Non-Assessability of Shares . The Shares of the Corporation, after the amount of the subscription price has been paid, in money, property or services, as the Directors shall determine, shall not be subject to assessment to pay the debts of the Corporation, nor for any other purpose, and no Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended in this particular.
ARTICLE V
DIRECTORS
Section 5.01. Governing Board . The members of the Governing Board of the Corporation shall be styled as Directors.
Section 5.02. Initial Board of Directors . The initial Board of Directors shall consist of not less than one (1), and not more than seven (7) members. The name and address of an initial member of the Board of Directors is as follows:
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NAME |
ADDRESS |
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Cort W. Christie |
P.O. Box 27740 Las Vegas, Nevada 89126 |
This individual shall serve as Director until the first annual meeting of the Stockholders or until his successor(s) shall have been elected and qualified.
Section 5.03. Change in Number of Directors . The number of Directors may be increased or decreased by a duly adopted amendment to the Bylaws of the Corporation.
ARTICLE VI
INCORPORATOR
The name and address of the incorporator is Nevada Corporate Headquarters, Inc., P.O. Box 27740, Las Vegas, Nevada 89126.
ARTICLE VII
PERIOD OF DURATION
The Corporation is to have a perpetual existence.
ARTICLE VIII
DIRECTORS' AND OFFICERS' LIABILITY
A Director or Officer of the Corporation shall not be personally liable to this Corporation or its Stockholders for damages for breach of fiduciary duty as a Director or Officer, but this Article shall not eliminate or limit the liability of a Director or Officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law or (ii) the unlawful payment of distributions. Any repeal or modification of this Article by the Stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a Director or Officer of the Corporation for acts or omissions prior to such repeal or modification.
ARTICLE IX
INDEMNITY
Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officers of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusion of any other right which such Directors, Officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any by-law, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article.
Without limiting the application of the foregoing, the Stockholders or Board of Directors may adopt by-laws from time to time with respect to indemnification, to provide at all time the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust or other enterprises against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person.
The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
ARTICLE X
AMENDMENTS
Subject at all times to the express provisions of Section 4.03 which cannot be amended, this Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its Bylaws, in the manner now or hereafter prescribed by statute or by these Articles of Incorporation or said Bylaws, and all right conferred upon the Stockholders are granted subject to this reservation.
ARTICLE XI
POWERS OF DIRECTORS
In furtherance and not in limitation of the powers conferred by statute the Board of Directors is expressly authorized:
(1) Subject to the Bylaws, if any, adopted by the Stockholders, to make, alter or repeal the Bylaws of the Corporation;
(2) To authorize and cause to be executed mortgages and liens, with or without limit as to amount, upon the real and personal property of the Corporation;
(3) To authorize and guaranty by the Corporation of securities, evidences of indebtedness and obligations of other persons, Corporations and business entities;
(4) To set apart out of any of the funds of the Corporation available for distributions a reserve or reserves for any proper purpose and to abolish any such reserve;
(5) By resolution, to designate one or more committees, each committee to consist of at least one Director of the Corporation, which, to the extent provided in the resolution of in the Bylaws of the Corporation, shall have any may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be stated in the Bylaws of the Corporation or as may be determined from time to time by resolution adopted by the Board of Directors; and
(6) To authorize the Corporation by its Officers or agents to exercise all such powers and to do all such acts and things as may be exercised or done by the Corporation, except and to the extent that any such statute shall require action by the Stockholders of the Corporation with regard to the exercising of any such power or the doing of any such act or thing.
In addition to the powers and authorities hereinbefore or by statute expressly conferred upon them, the Board of Directors may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise provided herein and by law.
IN WITNESS WHEREOF, I have hereunto set my hand this 15th day of July , 2002 , hereby declaring and certifying that the facts stated hereinabove are true.
/s/ Cort W. Christie
Cort W. Christie
(For Nevada Corporate Headquarters, Inc.)
I, NEVADA CORPORATE HEADQUARTERS, INC. hereby accept as Resident Agent for the previously name Corporation on 15th day of July , 2002 .
/s/ Dianna R. Temple
Dianna R. Temple-Office Administrator
(On behalf of Nevada Corporate Headquarters, Inc.)
Our File No. 25941-0001 / D/LKY/460661.1
May 5, 2003
Titan Web Solutions, Inc.
187 Edward Crescent
Port Moody, British Columbia
V3H 3J8
Dear Sirs:
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Re: Registration Statement on Form SB-2 |
We have acted as counsel to Titan Web Solutions, Inc., a Nevada corporation (the "Company"), in connection with the filing of a Registration Statement on Form SB-2 (the "Registration Statement") with respect to the registration under the Securities Act of 1933, as amended, of 3,500,000 shares of common stock of the Company, par value $0.001 per share (the "Shares") for resale by the selling shareholders listed in the Registration Statement.
We have examined the originals or certified copies of such corporate records, certificates of officers of the Company and/or public officials and such other documents and have made such other factual and legal investigations as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. As a result of our review, subject to the assumptions stated above and relying on the statements of fact contained in the documents we have examined, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
We have attorneys admitted to practice in California, Florida, New York, Washington, Virginia and the District of Columbia, but not admitted to practice in the State of Nevada. However, we are generally familiar with the Nevada Private Corporations Act (NRS 78.010 et seq.) (the "Nevada Act") as presently in effect and we have made such inquiries with respect thereto as we consider necessary to render this opinion with respect to a Nevada corporation. This opinion letter is limited to the current federal laws of the United States and, to the limited extent set forth above, the Nevada Act, as such laws presently exist and to the facts as they presently exist. We express no opinion with respect to the effect or applicability of the laws of any other jurisdiction. We assume no obligation to revise or supplement this opinion letter should the laws of such jurisdiction be changed after the date hereof by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the General Rules and Regulations of the Securities and Exchange Commission.
Yours truly,
CLARK, WILSON
/s/ Clark, Wilson
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Dohan and Company |
7700 North Kendall Drive, 200 |
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Certified Public Accountants |
Miami, Florida 33156-7564 |
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A Professional Association |
Telephone (305) 274-1366 |
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Facsimile (305) 274-1368 |
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E-mail info@uscpa.com |
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Internet www.uscpa.com |
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Registration Statement on Form SB-2 of our report dated April 10, 2003.
/s/ Dohan and Company, P.A., CPA's
April 11, 2003
Member:
Florida Institute of Certified Public Accountants
American Institute of Certified Public Accountants - Private Companies and SEC Practice Sections
SC International - Offices in Principal Cities World-Wide