U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB12G
GENERAL FORM FOR REGISTRATION OF
SECURITIES OF SMALL BUSINESS ISSUERS
Under Section 12(b) Or 12(g) Of The Securities Act Of 1934
Nevada 95-4886472
---------------------- -----------------------------
(State or Other Jurisdictions (I.R.S. Employer Identifi-
Incorporation or Organization) cation Number
5114 Lakeshore Road
Burlington, Ontario, Canada L7L 1B9
--------------------------------------- ---------
(Address of Principal Executive Offices) (Zip Code)
|
Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
We are currently in the development stage and have not yet generated any significant revenues. At June 30, 2002 and as of the date of the filing of this registration statement, our total revenues are $2,662 and our accumulated deficit is $5,333.
and enjoyment of their users' web site visits, resulting in increased traffic and repeat usage. This, in turn, provides our customers with increased e-commerce and advertising revenue opportunities without requiring significant investment in digital media infrastructure. We have targeted the following markets: real estate, travel and hospitality, automotive, e-retail and entertainment. We believe that many businesses will seek to take advantage of these innovations without having to incur the expense of creating and maintaining their own digital media. Web Views Corporation's solutions are designed for many types of digital content, including still images, immersive images, slide shows, video and audio.
Initially, our main focus is on creating a trusted "brand name" that industry and consumers will rely on for being the most cost effective and efficient way to promote, display and have their prospective customers examine their products and services. Our business model is derived primarily from revenue and fees derived from imaging solutions and advertising paid by media partners. Other revenues will be derived from secondary advertising sales, added service items and targeted mailing lists. Our highly targeted and customer friendly imaging is designed to be more objective, which should result in reduced costs of generating customer leads. We believe that our visual content and other digital media solutions will provide businesses with more compelling content for attracting and retaining website visitors and increasing e-commerce opportunities.
As business increasingly leverages the geographic reach and rich media potential of the Internet, we believe virtual tours will become a standard method to market goods and services, the way still photographs are a standard method today. In order to accelerate the adoption and enhance the benefits of our web-views.ca virtual tours, we have established alliances with some of the major search engine portals. Our virtual tours can be found and viewed using some of the more common search engines such as America Online, Excite, AltaVista, Look, GO Network/InfoSeek, MSN, Netscape and Overture.
Our basic virtual tour service consists of four scenes for a basic cost to our clients of $79.95 US. Each additional scene and each additional Web site posting costs $10.00. Our service involves the following : (a) a client orders a virtual tour by phone, fax, email or online; (b) our customer service representative (currently, our President, Raymond Kitzul) receives this order and dispatches the request to one of our photographers, who are currently our officers and directors; (c) the photographer contacts the client to schedule the shoot of the product or service; (d) once the digital images are shot, the captured content is sent via
email to the processing center located in our offices in
Burlington, Ontario, Canada; (e) we then inspect all scenes
and convert the video into a virtual tour software; and
(f) we then post the virtual tour on the Web and can also
deliver it by email to the client, if requested. The virtual
tour is then accessible on the client's website free-of-
charge to their customers for the life of the listing.
Virtual tours provide buyers with rich visual information enabling them to efficiently view and screen many goods and services, at no cost, without requiring on-site visits. This enables buyers to save the time, expense and inconvenience of scheduling appointments, traveling and visiting in person. Our virtual tours also add new dimensions to the buying process by enabling buyers to show a potential product or service to family and friends and revisit the virtual tour as many times as they would like, without added expense of travel.
In addition to our Web-based virtual tours, we offer a self contained, executable virtual tour, which can be distributed by email, and is included in the initial package for $79.95 US. The email virtual tour offers all of the features of our Web-based virtual tours and can be customized to include contact information for the client representing the seller or the travel agent representing the tour company. The client receives the email virtual tour from web-views.ca and is able to widely distribute the email virtual tour by sending it directly to potential buyers, other buyers and the seller. The client can also use the email tour as a promotional tool by including his or her name and contact information. Our email virtual tour can be viewed on computers running Microsoft's Windows 95, Windows 98 or Windows NT operating systems. The manageable file size of our virtual tour enables clients to store virtual tours on a computer and show or view the tours anytime, without the need for an Internet connection.
-- Establish the webviews.ca. brand name. Our initial strategy is to create a strong brand with which industry and consumers will associate trustworthiness and credibility. We intend to allocate significant resources to further develop and build brand recognition through online advertising, general advertising and other marketing initiatives.
-- Establish our North American position in visual content and digital media solutions by expanding our operations and market presence by entering into business
combinations, investments, joint ventures or other partnerships with Internet companies, digital camera manufacturers or other associated companies both in the Canada and the United States.
-- Offer both businesses and consumers a complete one-stop-shop that includes the capturing, processing, hosting and distribution of visual content and other digital media for the Internet. Our current infrastructure enables us to deliver digital media content to web sites accessed from a variety of platforms/software programs. We believe our solutions will help businesses increase the relevance and enjoyment of users' website visits, which could result in increased traffic and repeat usage. This, in turn, would provide customers with increased e- commerce and advertising revenue opportunities, without requiring significant investment in digital media infrastructure.
-- Provide an Attractive Advertising Site. We believe our ability to target specific users, the interactive nature of our website and the demographic characteristics of our users will be attractive to retailers, the real estate market and other companies that advertise on the Internet. By identifying users interested in these areas, we believe we can deliver advertising in a highly targeted manner, thereby commanding higher advertising rates.
Media purchasing is a significant component to the brand awareness and customer acquisition strategy for web-views.ca. We believe that click-through banner advertising has been the accepted means to drive traffic across the Internet for several years. We further believe that we must continue to promote web-views.ca to the mass Internet audience through banner advertising in order to attract first time users and establish our "brand name". We also intend to pursue general advertising through conventional media.
providers of immersive imaging technology, including kamaria.com and 3dvisit.com. Both of these companies develop and market imaging products and services, such as a panoramic imaging. We cannot be assured that others will not develop business plans that are similar or superior to ours. To compete effectively, we must introduce new versions of, and enhancements to our products and services; price its products and services at appropriate and competitive levels; and provide strong marketing support to promote its products and services. Some of our competitors may have greater financial, marketing, distribution and technical resources than it does. In addition, we compete with other companies in the traditional two- dimensional photography industry. Traditional photographs have significant and established customer acceptance. Our success will be dependent on its ability to compete with companies offering similar immersive imaging products and with companies in the traditional photography industry.
On-line Content Regulations: Several federal and state statutes prohibit the transmission of indecent, obscene or offensive content over the Internet to certain persons. The enforcement of these statutes and initiatives, and any future enforcement activities, statutes and initiatives, may result in limitations on the type of content and advertisements available on web-views.ca. Legislation regulating on-line
content could slow the growth in use of the Internet generally and decrease the acceptance of the Internet as an advertising and e-commerce medium, which could have a material adverse effect on our ability to generate revenues.
E-commerce is new and rapidly changing and worldwide regulation relating to the Internet and e-commerce is still evolving. Currently, there are few laws or regulations directly applicable to e-commerce on the Internet. Due to the increasing popularity of the Internet, it is possible that laws and regulations may be enacted with respect to the Internet, covering issues such as user privacy, pricing, taxation, content and quality of products and services. The adoption of such laws or regulations could reduce the rate of growth of the Internet, which could potentially decrease use of our website, or could otherwise have a material adverse effect on our business.
At June 30, 2002 and as of the date of this registration statement, we have only generated $2,661 in revenues. During the next 12 months, we intend to spend approximately $14,000 in additional research and development of our website. We do not intend to purchase any significant property or equipment during the next 12 months.
Common Stock, (ii) each of our executive officers and directors, and (iii) all executive officers and directors as a group. At December 31, 2001 and June 30, 2002, there were 2,000,000 shares of our Common Stock issued and outstanding.
Name and Address Amount and Nature of of Beneficial Beneficial Percent of Owner (1) Ownership (2) Class ---------------- --------------------- ---------- Raymond Kitzul (3) 500,000 25% 5114 Lakeshore Rd. Burlington, ON L7L 1B9 Ed Kitzul (3) 250,000 12.5% 2798 Capri Rd. Kelowna, B.C. V1E 3E6 Karrol Kitzul (3) 250,000 12.5% 2798 Capri Rd. Kelowna, B.C. V1E 3E6 ----------------------- All Executive Officers and Directors as a group (3 persons) 1,000,000 50% (1) The persons named above, who are the only officers, directors and principal shareholders, may be deemed to be parents and promoters, within the meaning of such terms under the Securities Act of 1933, by virtue of their direct securities holdings. These persons are the only promoters. (2) In general, a person is considered a beneficial owner of a security if that person has or shares the power to vote or direct the voting of such security, or the power to dispose of such security. A person is also considered to be a beneficial owner of any securities of which the person has the right to acquire beneficial ownership within (60) days. (3) Ed Kitzul and Karrol Kitzul are husband and wife and Raymond Kitzul is their son. |
until their successors are elected and qualify. Officers are elected by the Board of Directors and their terms of office are, except to the extent governed by employment contract, at the discretion of the Board.
Name Age Position(s) ---- --- ----------- Raymond Kitzul 34 President, Secretary and 5114 Lakeshore Rd. Director Burlington, ON L7L 1B9 Ed Kitzul 63 Vice-President and Director Director 2798 Capri Rd. Kelowna, B.C. V1E 3E6 Karrol Kitzul 63 Treasurer and Director 2798 Capri Rd. Kelowna, B.C. V1E 3E6 |
Each of the persons named above have held their offices/positions since inception and are expected to hold said offices/positions until the next annual meeting of stockholders.
Ed Kitzul and Karrol Kitzul are husband and wife, and Raymond Kitzul is their son.
Ed Kitzul has been the Vice-President and a Director of our company since inception. From October 1997 to September 2001, Sergeant Kitzul managed Procheck of Kelowna, BC, Canada, a property management company. From June 1959, to September 1997, Sergeant Kitzul was employed with the Royal Canadian Mounted Police. Sergeant Kitzul was in internal affairs in British Columbia for his last 6 years with the RCMP. In this position, he was responsible for administrating internal affairs investigations and policy for the RCMP. Sergeant Kitzul devotes approximately 20 hours per week to our business operations.
Karrol Kitzul has been the Treasurer and a Director of our company since inception. From October 1997 to September 2001, Mrs. Kitzul was office manager for Procheck of Kelowna, BC, Canada, a property management company. Mrs. Kitzul was responsible for daily operations, as well as payroll and accounting duties. From August 1984 to October 1997, Mrs. Kitzul was unemployed and a housewife. From March 1978 to August 1984, she held a management position in human resources for Canada Safeway, a supermarket chain, in Dawson Creek, BC, Canada. Mrs. Kitzul was responsible for implementing Safeway's policies and procedures regarding hiring, training and managing employees. She devotes approximately 20 hours per week to our business operations.
We do not currently have any related transactions and have not yet formulated a policy for the resolution of any conflicts, should they arise.
There are no provisions in our articles of incorporation or bylaws that would delay, defer or prevent a change in control of our company or a change in type of business.
PART II
A total of 1,000,000 shares our held by our officers and directors, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the Securities and Exchange Commission, promulgated under the Act. Under Rule 144, such shares can be publicly sold, subject to volume restrictions and certain restrictions on the manner of sale, commencing one year after their acquisition. A total of 1,000,000 of the issued and outstanding shares were sold in a public offering registered in the State of Nevada, pursuant to an exemption provided by Regulation D, Rule 504, and are unrestricted securities and may be publicly sold at any time, without restriction.
$5,000 U.S., or $.005 per share. All of such shares are restricted securities, as that term is defined by the Securities Act of 1933, as amended, and are held by officers and directors of the Company. This transaction was conducted in reliance upon an exemption from registration provided under Section 4(2) of the Securities Act of 1933, based upon the fact that the sales were made by the Issuer in transactions not involving any public offering.
On May 31, 2002, a total of 1,000,000 shares of Common Stock were issued to 25 investors in exchange for $50,000 U.S., pursuant to an offering conducted under an exemption provided by Rule 504 of Regulation D, promulgated under the Securities Act of 1933, as amended. The offering was approved for sale by the Nevada Secretary of State Securities Division on September 21, 2000. The shares were all sold to unaccredited investors who were friends, family members, acquaintances and/or business associates of our officers, directors and registered sales agent.
PART F/S
Following are the audited financial statements for the year ended December 31, 2001 and the unaudited statements for the six-month period ended June 30, 2002, prepared and reviewed, respectively, by Withey Addison LLP, our Independent Chartered Accountants.
WEB VIEWS CORPORATION
FINANCIAL STATEMENTS
DECEMBER 31, 2001
Withey Addison LLP Tel:(905)822-1226 Fax:(905)822-0372 Chartered Accountants E-mail:mississauga@witheyaddison.com Tax Consultants Website:http://www.witheyaddison.com Management Consultants |
1865 Lakeshore Rd. West, Suite 201
Mississauga, Ontario
L5J 4P1
AUDITORS' REPORT
To the Board of Directors of Web Views Corporation
We have audited the accompanying balance sheet of Web Views Corporation (Company) as of December 31, 2001 and the related statement of operations, statement of stockholders' equity, and the statement of cash flows from November 2, 2001 to December 31, 2001. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.
We have conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7. The Company is devoting all of its presents efforts in securing and establishing a new business, and its planned principal operations have not commenced, and, accordingly, no revenue has been derived during the organisational period.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
position of the Company as of December 31, 2001 and the
results of its operations and its cash flows for the period
then ended in conformity with U.S. generally accepted
accounting principles.
/s/ WITHEY ADDISON LLP
Chartered Accountants
Mississauga, Canada
June 26, 2002
Mississauga - Kingston
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WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Balance Sheet
As of December 31, 2001
ASSETS
Current Assets
Cash $ 5,201
----------
Total Assets $ 5,201
==========
LIABILITIES
Current Liabilities
Accounts payable $ 1,000
----------
Total Current Liabilities $ 1,000
STOCKHOLDERS' EQUITY
Common Stock $ 5,000
Accumulated Deficit (799)
----------
Total Stockholders' Equity $ 4,201
----------
Total Liabilities and Stockholders' Equity $ 5,201
==========
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WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of December 31, 2001
Paid-In Accumulated
Shares Capital Deficit
--------- -------- ---------
Balance, November 2, 2001 - $ - $ -
Stock issued 1,000,000 5,000 -
Net (Loss) Income - - (799)
--------- -------- ---------
Balance December 31, 2001 1,000,000 $ 5,000 $ (799)
========= ======== =========
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WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Operations
From the Date of Incorporation
November 2, 2001 to December 31, 2001
Revenues $ -
Expenses
Office and general $ 49
Professional fees $ 750
---------
Total Expenses $ 799
---------
Net (Loss) Income $ (799)
=========
Basic and Diluted Earnings Per Common Share $(0.0008)
=========
Weighted Average number of Common Shares 1,000,000
=========
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WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Cash Flows
As of December 31, 2001
Cash Flows from Operating Activities
Net (Loss) Income $ (799)
Accounts Payable 1,000
---------
Net Cash Provided (Used) from Operating Activities $ 201
---------
Cash Flows from Financing Activities
Issuance of Common Stock $ 5,000
---------
Net Cash Provided from Financing Activities $ 5,000
---------
Net Increase in Cash $ 5,201
---------
Cash Balance, Beginning of Period -
---------
Cash Balance, End of Period $ 5,201
=========
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WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of December 31, 2001
Note 1 - Going Concern
The accompanying financial statemetns have been prepared on the basis of a going concern, which contemplates the realisation of assets and discharging of liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realise its assets and liquidate its liabilities and commitments in other than the normal course of business and at amounts different from those in the accompanying financial statements.
Note 2 - Summary of Significant Accounting Policies
Organisation
Web View Corporation ("the Company") was incorporated under the
laws of the State of Nevada on November 2, 2001 for the purpose
to promote and carry on any lawful business for which a
corporation may be incorporated under the laws of the State of
Nevada. The Company has a total of 25,000,000 authorised shares
with a par value of $.001 per share and with 1,000,000 shares
issued and outstanding as of December 31, 2001. The company
has been inactive since inception and has little or no operating
revenues or expenses.
Development Stage Enterprise
The Company is a development stage enterprise, as defined in
Financial Accounting Standards Board No. 7. The Company is
devoting all of its present efforts in securing and establishing
a new business, and its planned principal operations have not
commenced, and, accordingly, very little revenue has been derived
during the organisational period.
Federal Income Tax
The Company has adopted the provisions of Financial Accounting
Standards Board No.109, Accounting for Income taxes. The
Company accounts for income taxes pursuant to the provisions of
the Financial Accounting Standards Board Statement No.109,
"Accounting for Income Taxes", which require an asset and
liability approach to calculating deferred income taxes. The
asset and liability approach requires the recognition of deferred
tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities.
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of December 31, 2001
Note 2 - Summary of Significant Accounting Policies (con'd)
Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure on contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. Revenues are recognised when earned and
expenses when incurred. Fixed assets are stated at cost.
Depreciation and amortisation using the straight-line method for
financial reporting purposes and accelerated methods for income
tax purposes.
Earnings per Common Share
The Company adopted Financial Accounting Standards (SFAS) No.128,
"Earnings Per Share," which simplifies the computation of earnings
per share requiring the restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Dilutive securities having an antidilutive effect on diluted earnings per share are excluded from the calculation.
Foreign Currency Translation
The Company has adopted the provisions of Financial
Accounting Standards Board No. 52, Foreign Currency
Translation. As a result, the Company's functional currency
is the U.S. dollar, measuring all elements of the financial
statements in this currency.
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of December 31, 2001
Note 2 - Summary of Significant Accounting Policies (con'd)
Segments of an Enterprise and Related Information Statements of Financial Accounting Standards (SFAS) No.131, Disclosures about Segments of an Enterprise and Related Information, supersedes SFAS No.14, "Financial Reporting for Segments of a Business Enterprise." SFAS No.131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No.131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.
Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No.130,
"Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include
all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures,
SFAS No.130 requires that all items that are required to be
recognised under current accounting standards as components of
comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial
statements. The Company does not have any assets requiring
disclosure of comprehensive income.
Note 3 - Common Stock
A total of 1,000,000 shares of stock were issued pursuant to a stock subscription agreement for $.005 per share for a total of $5,000 to the original officers and directors.
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of December 31, 2001
Note 2 - Summary of Significant Accounting Policies (con'd)
Note 4 - Related Parties
The Company has no significant related party transactions and/or relationships with any individuals or entities.
Note 5 - Subsequent Events
The Company is in the process of filing Form 504 Registration Statement with the State of Nevada. The funds will be used for expenses and working capital.
Subsequent to the year end, an additional 1,000,000 shares of stock were issued pursuant to the offering memorandum for $.05 per share for a total of $50,000.
There were no other material subsequent events that have occurred since the balance sheet date that warrants disclosure in these financial statements.
WEB VIEWS CORPORATION
FINANCIAL STATEMENTS
JUNE 30, 2002
Withey Addison LLP Tel:(905)822-1226 Fax:(905)822-0372 Chartered Accountants E-mail:mississauga@witheyaddison.com Tax Consultants Website:http://www.witheyaddison.com Management Consultants |
1865 Lakeshore Rd. West, Suite 201
Mississauga, Ontario
L5J 4P1
AUDITORS' REPORT
To the Board of Directors of Web Views Corporation
We have audited the accompanying balance sheet of Web Views Corporation (Company) as of June 30, 2002 and the related statement of operations, statement of stockholders' equity, and the statement of cash flows for the six months ended June 30, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit.
We have conducted our audit in accordance with U.S. generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The Company is a development stage enterprise, as defined in Financial Accounting Standards Board No. 7. The Company is devoting all of its presents efforts in securing and establishing a new business, and its planned principal operations have not commenced, and, accordingly, very little revenue has been derived during the organizational period.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2002 and the results of its operations and its cash flows for the period then ended in conformity with U.S. generally accepted accounting principles.
/s/ WITHEY ADDISON LLP
Chartered Accountants
Mississauga, Canada
July 4, 2002
Mississauga - Kingston
|
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Balance Sheet
As of June 30, 2002
June 30, December 31,
2002 2001
-------- ------------
ASSETS
Current Assets
Cash $ 51,055 $ 5,201
--------- ----------
Total Assets $ 51,055 $ 5,201
========= ==========
LIABILITIES
Current Liabilities
Accounts payable $ 1,388 $ 1,000
--------- ----------
Total Current Liabilities $ 1,388 $ 1,000
--------- ----------
STOCKHOLDERS' EQUITY
Common Stock $ 55,000 $ 5,000
Accumulated Deficit (5,333) (799)
--------- ----------
Total Stockholders' Equity $ 49,667 $ 4,201
--------- ----------
Total Liabilities and
Stockholders' Equity $ 51,055 $ 5,201
========= ==========
|
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Stockholders' Equity
As of June 30, 2002
Paid-In Accumulated
Shares Capital Deficit
---------- -------- ----------
Balance, December 31, 2001 1,000,000 $ 5,000 $ (799)
Stock issued 1,000,000 50,000 -
Net (Loss) Income - - (4,534)
--------- ------- ----------
Balance June 30, 2002 2,000,000 $ 55,000 $ (5,333)
========= ======== ==========
|
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Operations
Six Months Ended June 30, 2002
June 30, December 31,
2002 2001
--------- ----------
Revenues $ 2,661 $ -
Expenses
Bank charges 151 -
Computer and related expenses 625 -
Consultants 1,150 -
Office and general 459 49
Professional fees 3,250 750
Registration fees 1,379 -
Telephone 181 -
--------- ---------
$ 7,195 $ 799
--------- ---------
Net (Loss) Income $ (4,534) $ (799)
(Deficit) retained earnings -
beginning (799) -
---------- ---------
(Deficit) retained earnings $ (5,333) $ (799)
========== =========
Basic and Diluted Earnings
Per Common Share $ (0.0023)
==========
Weighted Average number
of Common Shares 2,000,000
==========
|
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Statement of Cash Flows
As of June 30, 2002
June 30, December 31,
2002 2001
---------- -----------
Cash Flows from Operating Activities
Net (Loss) Income $ (4,534) (799)
Accounts Payable 388 1,000
---------- ----------
Net Cash Provided (Used)
from Operating Activities $ (4,146) 201
---------- ----------
Cash Flows from Financing Activities
Issuance of Common Stock $ 50,000 5,000
---------- ----------
Net Cash Provided from
Financing Activities $ 50,000 5,000
---------- ----------
Net Increase in Cash $ 45,854 5,201
---------- ----------
Cash Balance, Beginning of Period $ 5,201 -
---------- ----------
Cash Balance, End of Period $ 51,055 5,201
========== ==========
|
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of June 30, 2002
Note 1 - Going Concern
The accompanying financial statemetns have been prepared on the
basis of a going concern, which contemplates the realisation of
assets and discharging of liabilities in the normal course of
business. Accordingly, they do not give effect to adjustments
that would be necessary should the Company be unable to continue
as a going concern and therefore be required to reaise its assets
and liquidate its liabilities and commitments in other than the
normal course of business and at amounts different from those
in the accompanying financial statements.
Note 2 - Summary of SIgnificant Accounting Policies
Organisation
Web View Corporation ("the Company") was incorporated under the laws of the State of Nevada on November 2, 2001 for the purpose to promote and carry on any lawful business for which a corporation may be incorporated under the laws of the State of Nevada. The Company has a total of 25,000,000 authorised shares with a par value of $.001 per share and with 2,000,000 shares issued and outstanding as of June 30, 2002.
Development Stage Enterprise
The Company is a development stage enterprise, as defined in
Financial Accounting Standards Board No. 7. The Company is
devoting all of its present efforts in securing and establishing
a new business, and its planned principal operations have not
commenced, and, accordingly, very little revenue has been derived
during the organisational period.
Federal Income Tax
The Company has adopted the provisions of Financial Accounting
Standards Board No.109, Accounting for Income taxes. The
Company accounts for income taxes pursuant to the provisions of
the Financial Accounting Standards Board Statement No.109,
"Accounting for Income Taxes", which require an asset and
liability approach to calculating deferred income taxes. The
asset and liability approach requires the recognition of deferred
tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts
and the tax basis of assets and liabilities.
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of June 30, 2002
Note 2 - Summary of Significant Accounting Policies (con'd)
Use of Estimates
The preparation of financial statements in conformity with U.S.
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure on contingent assets and
liabilities at the date of the financial statements, and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Accounting Method
The Company's financial statements are prepared using the accrual
method of accounting. Revenues are recognised when earned and
expenses when incurred. Fixed assets are stated at cost.
Depreciation and amortisation using the straight-line method for
financial reporting purposes and accelerated methods for income
tax purposes.
Earnings per Common Share
The Company adopted Financial Accounting Standards (SFAS) No.128,
"Earnings Per Share," which simplifies the computation of earnings
per share requiring the restatement of all prior periods.
Basic earnings per share are computed on the basis of the weighted average number of common shares outstanding during each year.
Diluted earnings per share are computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Dilutive securities having an antidilutive effect on diluted earnings per share are excluded from the calculation.
Foreign Currency Translation
The Company has adopted the provisions of Financial
Accounting Standards Board No. 52, Foreign Currency
Translation. As a result, the Company's functional currency
is the U.S. dollar, measuring all elements of the financial
statements in this currency.
WEB VIEWS CORPORATION
(A Development Stage Enterprise)
Notes to the Financial Statements As of June 30, 2002
Note 2 - Summary of Significant Accounting Policies (con'd)
Segments of an Enterprise and Related Information Statements of Financial Accounting Standards (SFAS) No.131, Disclosures about Segments of an Enterprise and Related Information, supersedes SFAS No.14, "Financial Reporting for Segments of a Business Enterprise." SFAS No.131 establishes standards for the way that public companies report information about operating segments in annual financial statements and requires reporting of selected information about operating segments interim financial statements issued to the public. It also establishes standards for disclosures regarding products and services, geographic areas and major customers. SFAS No.131 defines operating segments as components of a company about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company has evaluated this SFAS and does not believe it is applicable at this time.
Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No.130,
"Reporting Comprehensive Income," establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Comprehensive income is defined to include
all changes in equity except those resulting from investments by
owners and distributions to owners. Among other disclosures,
SFAS No.130 requires that all items that are required to be
recognised under current accounting standards as components of
comprehensive income be reported in a financial statement that
is displayed with the same prominence as other financial
statements. The Company does not have any assets requiring
disclosure of comprehensive income.
Note 3 - Common Stock
A total of 1,000,000 shares of stock were issued pursuant to a stock subscription agreement for $.005 per share for a total of $5,000 to the original officers and directors. An additional 1,000,000 shares of stock were issued pursuant to the offering memorandum for $.05 per share for a total of $50,000.
Note 4 - Related Parties
The Company has no significant related party transactions and/or relationships with any individuals or entities.
Note 5 - Subsequent Events
There were no other material subsequent events that have occurred since the balance sheet date that warrants disclosure in these financial statements.
PART III
Exhibit No. Description Page No. ----------- ----------- -------- 3(i) Articles of Incorporation 36 3(ii) Bylaws 37 |
In accordance with Section 12 of the Securities Exchange Act, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Web Views Corporation, a Nevada corporation
Date: July 20, 2002 By:/s/ Raymond Kitzul, President,
Secretary and Director
Date: July 20, 2002 By:/s/ Ed Kitzul, Vice-President
and Director
Date: July 20, 2002 By:/s/ Karrol Kitzul, Treasurer
and Director
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Articles of Incorporation File #C29417-01 (pursuant to NRS 78) Filed Nov 02 2001
STATE OF NEVADA
Secretary of State
FIRST: The name of the corporation is Web Views Corporation
SECOND: The resident agent for this corporation is:
Access Incorporation Services, Inc.
Street Address: 1504 #8-RS268 Main Street,
Gardnerville, NV 89410-5273.
(physical location only, no mail allowed)
Mailing address if different:
21550 Oxnard Street Suite 300
Woodland Hills, CA 91367
THIRD: The amount of the total authorized capital stock of
this corporation is Twenty Five Million Shares of
common stock having $.001 par value.
FOURTH: The governing Board of Directors shall consist of three
directors and the names and addresses are as follows:
Raymond Kitzul Ed Kitzul Karrol Kitzul
5114 Lakeshore Rd. 2798 Capri Rd. 2798 Capri Rd.
Burlington, Ontario Kelowna, B.C. Kelowna, B.C.
L7L 1B9 V1Z3E6 V1Z3E6
FIFTH: The nature of the business and the objects and purposes
proposed to be transacted, promoted and carried on, are
to engage in any lawful act or activity for which
corporations may be organized under the General
Corporation Law of Nevada.
SIXTH: The form includes the minimal statutory requirements to
incorporate under NRS 78. There are no pages attached.
SEVENTH: Signature of Incorporator
Gannon Stride
21550 Oxnard Street, Suite 300
Woodland Hills, CA 91367
/s/ Gannon Stride
Signature of Incorporator
EIGHTH: Certificate of acceptance of appointment of resident agent:
I, Access Incorporation Services, Inc., hereby accept
appointment as resident agent for the above named
corporation.
/s/Gannon Stride Date September 20, 2001
Signature of resident agent
Gannon Stride on behalf of
Access Incorporation Services, Inc.
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BYLAWS
OF
Web Views Corporation
A Nevada Corporation
ARTICLE I
OFFICES
SECTION 1. PRINCIPAL EXECUTIVE OFFICE. The Principal Executive Office of the corporation is hereby fixed at 5114 Lakeshore Road, Burlington, Ontario, Canada.
SECTION 2. REGISTERED OFFICE. The Registered Office of this corporation shall be in the County of Washoe State of Nevada.
SECTION 3. OTHER OFFICES. Branch or subordinate offices may be established by the Board of Directors at such other places as may be desirable.
ARTICLE II
SHAREHOLDERS
SECTION 1. PLACE OF MEETING. Meetings of shareholders shall be held either at the Principal Executive Office of the corporation or any other location within or without the State of Nevada which may be designated by written consent of all persons entitled to vote thereat.
SECTION 2. ANNUAL MEETINGS. The annual meeting of shareholders shall be held on such day and at such time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the Corporation at its principal executive office, then any such
meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings, directors shall be elected by plurality vote and any other proper business may be transacted.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders may be called for any purpose or purposes permitted
under Chapter 78 of Nevada Revised Statutes at any time by the
Board, the Chairman of the Board, the President, or by the
shareholders entitled to cast not less than twenty-five percent
(25%) of the votes at such meeting. Upon request in writing to the
Chairman of the Board, the President, any Vice-President or the
Secretary, by any person or persons entitled to call a special
meeting of shareholders, the Secretary shall cause notice to be
given to the shareholders entitled to vote, that a special meeting
will be held not less than thirty-five (35) nor more than sixty
(60) days after the date of the notice.
SECTION 4. NOTICE OF ANNUAL OR SPECIAL MEETING. Written notice of each annual meeting signed by an officer shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board, 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 for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees intended, at the time of the notice, to be presented by management for election.
Notice of a shareholders' meeting shall be given either personally or by mail, or, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or if no such address appears or is given, by publication at least once in a newspaper of general circulation in Washoe County, Nevada. An affidavit of mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice.
SECTION 5. QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shareholders represented and voting at the meeting on any matter, shall be the act of the shareholders. Notwithstanding the foregoing, (1) the sale, transfer and other disposition of substantially all of the corporation's properties, (2) a merger or consolidation of the corporation shall require the approval by an affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares.
SECTION 6. ADJOURNING MEETING AND VOTICE THEREOF. Any Shareholders' meeting, whether or not a quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in Section 5 of this Article), no other business may be transacted at such meeting.
It shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken; provided, however when a shareholders meeting is adjourned for more than forty-five (45) days or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting.
SECTION 7. VOTING. The shareholders entitled to notice
of any meeting or to vote at such meeting shall be only persons
in whose name shares stand on the stock record of the
corporation on the record date determined in accordance with
Section 8 of this Article.
SECTION 8. RECORD DATE. The directors may prescribe a period not exceeding 60 days before any meeting of the stockholders during which no transfer of stock on the books of the corporation may be made, or may fix, in advance, a record date not more than 60 or less than 10 days before the date of any such meeting as the date if which stockholders entitled to notice of and to vote at such meetings must be determined. Only stockholders of record on that day are entitled to notice or to vote at such a meeting.
If a record date is not fixed, the record date is at the close of business on the day before the day on which notice is given or, if notice is waived, at the close of the business day before the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders applies to the adjournment of the meeting unless the board of directors fixes a new record date for the adjourned meeting. The board of directors must fix a new record date if the meeting is adjourned to the date more than 60 days later than the date set for the original meeting.
SECTION 9. CONSENT OF ABSENTEES. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had a meeting duly held, after regular regular call and notice, if quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of 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.
SECTION 10. ACTION WITHOUT MEETING. Any action which, under any provisions of law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice of a consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.
SECTION 11. PROXIES. Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary.
SECTION 12. CONDUCT OF MEETING. The President shall preside as Chairman at all meetings of the shareholders, unless another Chairman is elected. The Chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow and technical, formal or parliamentary rules or principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all shareholders, unless at the time ruling a request for a vote is made by a shareholder entitled to vote and represented in person or by proxy at the meeting, in which case the decision of majority of such shares shall be conclusive and binding on all shareholders. Without limiting the generality of the foregoing,
the Chairman shall have all the powers usually vested in the chairman of the meeting of shareholders.
ARTICLE III
DIRECTORS
SECTION 1. POWERS. Subject to limitation of the Nevada Revised Statutes, the Articles of Incorporation, of these bylaws, and of actions required to be approved by the shareholders, 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. The Board may, as permitted by law, delegate the management of the day-to-day operation of the business of the corporation to a management company or other persons or officers of the corporation provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, it is hereby expressly declared that the Board shall have the following powers;
(a) To select and remove all the officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or by these bylaws, fix their compensation, and require from them, if necessary, security for faithful service.
(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe the forms to certificates of stock and to alter the
form of such seal and such certificates from time to time in their judgment they deem best.
(d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purpose of the incorporation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefor.
SECTION 2. NUMBER AND QUALIFICATION OF DIRECTORS. The authorized number of directors shall be up to 9, unless changed by amendment of the Articles or by a bylaw duly adopted by approval of the outstanding shares amending this Section 2.
SECTION 3. ELECTION AND TERM OF OFFICE. The directors shall be elected at each annual meeting of shareholders or by consent of shareholder in lieu of meeting. But, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.
SECTION 4. CHAIRMAN OF THE BOARD. At the regular meeting of the Board, the first order of business will be to select, from its members, a Chairman of the Board whose duties will be to preside over all board meetings until the next annual meeting and until a successor has been chosen,
SECTION 5. VACANCIES. Any director may resign effective upon giving written notice to the Chairman of the
Board, the President, Secretary, or the Board, unless the notice specified a later time for the effectiveness of such resignation. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.
Vacancies in the Board including those existing as a result of a removal of a director, shall be filled by the shareholders at a special meeting, and each director so elected shall hold office until the next annual meeting and until such director's successor has been elected and qualified.
A vacancy or vacancies in the Board shall be deemed to exist in case of the death, resignation or removal of any director or if the authorized number of directors be increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any directors are elected, to elect the full authorized number of directors to be voted for the meeting.
The Board may declare vacant the office of a director who has been declared of unsound mind or convicted of a felony by an order of court.
The shareholders may elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the shareholder shall have power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's team of office.
SECTION 6. REMOVAL OF DIRECTORS. Except as otherwise provided in Chapter 79.335 of the Nevada Revised Statutes, any director or one or more of the incumbent directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to voting power.
SECTION 7. PLACE AND MEETING. Any meeting of the Board shall be held at any place within or without the State of Nevada which has such designated from time to time by the Board. In the absence of such designation meetings shall be held at the principal executive office of the corporation.
SECTION 8. REGULAR MEETINGS. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed with.
SECTION 9. SPECIAL MEETINGS. Special meetings of the Board for any purpose may be called at any time by the Chairman of the Board, the President, or the Secretary or by any two directors.
Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours notice given personally or by telephone, telegraph, telex or other means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for the purpose of notice.
SECTION 10. QUORUM. A majority of the authorized number of directors then in office constitutes a quorum of the Board for
the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a different number be required by law or by the Articles of Incorporation. 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 number of directors required as noted above to constitute a quorum for such meeting.
SECTION 11. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participate in such meeting can hear one another.
SECTION 12. WAIVER OF NOTICE. The transactions of any meeting of the Board, however called and noticed wherever held, are as valid as though had 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, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting.
SECTION 13. ADJOURNMENT. A majority of the directors
present, whether or not a quorum is present, may adjourn any
directors' meeting to another time and place. Notice of the time
and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting
adjourned. If the meeting is adjourned for more than forty-eight
(48) 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 present at the time of adjournment.
SECTION 14. FEES AND COMPENSATION. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the board.
SECTION 15. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board may be taken without a meeting if, before or after the action, all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.
SECTION 16. COMMITTEES. The board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:
(a) The approval of any such action which requires shareholders' approval or approval of the outstanding shares;
(b) The filling of vacancies on the Board or on any committees;
(c) The fixing of compensation of the directors for serving on the Board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable by a committee of the Board;
(f) A distribution to the shareholders of the corporation.;
(g) The appointment of other committees of the Board or the members thereof.
Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
ARTICLE IV
OFFICERS
SECTION 1. OFFICERS. The officers of the corporation shall be a president, a secretary and a treasurer. The corporation may also have, at the discretion of the Board, one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.
SECTION 2. ELECTION. The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.
SECTION 3. SUBORDINATE OFFICERS. The Board may elect, and may empower the President to 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 these bylaws or as the Board, or the President may from time to time direct.
SECTION 4. REMOVAL AND RESIGNATION. Any officer may be removed , either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.
Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall be necessary to make it effective.
SECTION 5. VACANCIES. A vacancy of any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed by these bylaws for regular election or appointment to such office.
SECTION 6. PRESIDENT. The President shall be the chief executive officer and general manager of the Corporation. The President shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board at all meetings of the Board. The President has the general powers and duties of management usually vested in the chief executive officer and the general manager of a corporation and such powers and duties as may be prescribed by the Board.
SECTION 7. VICE PRESIDENT. In the absence or disability of the President, the Vice President, in order of their rank as fixed by the Board or, if not ranked, the Vice
President designated by the Board, 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. The Vice Presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the President of the Board.
SECTION 8. SECRETARY. The Secretary shall keep or cause to be kept, at the Principal Executive Office, and such other place as the Board may order, a record book of all meetings of shareholders, the Board, and its committees, 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 or represented at shareholders' meetings, and proceeding thereof. The Secretary shall keep, or cause to be kept, a copy of the bylaws of the corporation at the Principal Executive Office of the Corporation.
The Secretary shall keep, or cause to be kept, at the Principal Executive Office, a share register, or duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificate 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 and any committees thereof required by these bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform other such duties as may be prescribed by the Board.
SECTION 9. ASSISTANT SECRETARIES. In the absence or disability of the Secretary, the Assistant Secretary, in order of their rank as fixed by the Board or, if not ranked, the Assistant Secretary designated by the Board, 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. The Assistant Secretary shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the President of the Board.
SECTION 10. TREASURER. The Treasurer is the chief financial officer of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and financial transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these bylaws required to be sent to them
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the President and directors, whenever the request it, an account of all transactions as Treasurer and of the financial conditions of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.
SECTION 11. AGENTS. The President, any Vice-President, the Secretary or Treasurer may appoint agents with power and authority, as defined or limited in their appointment, for and on behalf of the corporation to execute and deliver, and affix
the seal of the corporation thereto, to bonds, undertakings, recognizance, consents of surety or other written obligations in the nature thereof and any said officers may remove any such agent and revoke the power and authority given to him.
ARTICLE V
OTHER PROVISIONS
SECTION 1. DIVIDENDS. The Board may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by law, subject to any contractual restrictions on which the corporation is then subject.
SECTION 2. INSPECTION OF RECORDS. The corporation shall keep at its Registered Office and it Principal Executive Office 1) the original or a copy of these bylaws as amended to date certified by an officer, 2) copy of articles of incorporation with all amendments certified by the Secretary of State and 3) stock ledger or duplicate, revised annually, all of which shall be open to inspection to shareholders at all reasonable times during office hours. If the corporation has no principal business office in Nevada, it shall, upon the written request of any shareholder, furnish to such shareholder a copy of the aforementioned documents as amended and revised to date.
SECTION 3. REPRESENTATION OF SHARES OF OTHER CORPORATIONS. The President or any other officer or officers authorized by the Board or by the President are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.
ARTICLE VI
LIABILITY OF DIRECTORS AND OFFICERS
SECTION 1. ELIMINATIOM OF LIABILTY. A director or officer of the corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only (1) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (2) the payment of dividends in violation of NRS 78.288, except for a director who dissents to the payment as provided in NRS 78.300, but liability shall otherwise be eliminated or limited to the fullest extent permitted by Nevada law, as it may be allowed from time to time.
SECTION 2. MANDATORY INDEMNIFICATION. The Corporation shall indemnify the officers and directors of the Corporation to the fullest extent permitted by Nevada law as the same exists or may hereafter be amended.
SECTION 3. MANDATORY PAYMENT OF EXPENSES. The expense 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 directors or officer to repay the amount if it is ultimately determined by court to competent jurisdiction that he or she is not entitled to be indemnified by the corporation.
SECTION 4. EFFECT OF AMENDMENT OR REPEAL. Except as provided in the Articles of Incorporation or by Nevada law, this corporation reserves the right to amend or repeal any provision contained in these Bylaws. However, any amendment to or repeal of
any of the provisions in this Article VI shall not adversely affect any right or protection of a director or officer of the Corporation for or with respect to any act or omission of such director or officer occurring prior to such amendment or repeal.
SECTION 5. INSURANCE. The corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was an officer, director, employee or agent of the Corporation against any liability asserted against or incurred by the officer, director, employee or agent in such capacity or arising out of such persons' status as such whether or not the corporation would have the power to indemnify the officer, or director, employee or agent against liability under the provisions of this Article.
ARTICLE VII
AMENDMENTS
These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares entitled to vote or by the approval of the Board; provided however that 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 flexible Board or vice versa, may only be adopted by the approval by an affirmative vote of not less than two-thirds of the corporation's issued and outstanding shares entitled to vote. Further, the right to any shareholders to inspect the corporation's records as provided in Article V Section 2, or otherwise permitted under applicable law, shall not be limited or abridged by an amendment.
ARTICLE VIII
CONFLICTS WITH GENERAL
CORPORATION LAW
In the event and to the extent of any conflict between the provisions of these bylaws and any mandatory requirements of the General Corporation Law of Nevada, as it may be amended from time to time, the latter shall govern and all other provisions of the bylaws not in conflict thereof shall continue in full force and effect.
CERTIFICATE OF PRESIDENT
THIS IS TO CERTIFY that I am duly elected. qualified and acting president of Web Views Corporation and that the above and foregoing Bylaws, constituting a true original copy were duly adopted as the Bylaws of the said corporation by the Directors of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand.
Dated: November 10, 2001
/s/ Raymond Kitzul,
President
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