Exhibit 3.1
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Reel Estate Services Inc.
(Exact name of Registrant as specified in its charter)
| NEVADA |
7819
|
98-0512515
|
|
(State or other jurisdiction of
Incorporation or organization) |
(Primary SIC Code Number)
|
(I.R.S. Employer
Identification Number) |
|
Reel Estate Services Inc
103 – 1575 W 10th Avenue Vancouver, B.C. Canada V6J 5L1 (Name and address of principal executive offices) |
Empire Stock Transfer Inc.
2470 St. Rose Pkwy, Suite 304 Henderson, Nevada 89074 (702) 818-5898 (Agent for service of process) |
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]
If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, check the following box. [X]
CALCULATION OF REGISTRATION FEE
|
TITLE OF EACH
|
AMOUNT TO BE
|
PROPOSED
|
PROPOSED
|
AMOUNT OF
|
|
Common Stock |
1,650,000 shares |
$0.02 |
$33,000 |
$3.53 |
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE RERGISTRATION SHALL BECOME EFFECTIVE ON SUCH A DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
COPIES OF COMMUNICATION TO:
Karen Batcher
4252 Bonita Road, Suite 205
Bonita, CA 91902
Tel: (619) 475-7882
Fax: (619) 789-6262
SUBJECT TO COMPLETION, Dated January 22, 2007
PROSPECTUS
REEL ESTATE SERVICES INC.
1,650,000 SHARES
COMMON STOCK
The selling shareholders named in this are offering the 1,650,000 shares of our common stock offered through this prospectus. The 1,650,000 shares offered by these selling shareholders represent approximately 52% of the total outstanding shares as of the date of this prospectus. We will not receive any proceeds from this offering. We have set an offering price for these securities of $0.02 per share of our common stock offered through this prospectus.
|
|
Offering Price |
Underwriting
|
Proceeds to Selling
|
|
Per Share |
$0.02 |
None |
$0.02 |
|
Total |
$33,000 |
None |
$33,000 |
Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at 0.02 per share until such time as the shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board electronic quotation service. Although we intend to apply for trading of our common stock on the NASD Over-The-Counter Bulletin Board electronic quotation service, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board electronic quotation service, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.
The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled “Risk Factors” on page 5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The 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.
Resale restrictions on transferring “penny Stocks” are sometimes imposed by some states, which may make transactions in our stock cumbersome and may reduce the value of an investment in our stock. Various state securities laws impose restrictions on transferring “penny stocks” and as a result, investors in the Common Stock may have their ability to sell their shares of the Common Stock impaired. For example, the Utah Securities Commission prohibits brokers from soliciting buyers for "penny stocks", which makes selling them more difficult.
The Date of This Prospectus Is: January 22, 2007.
TABLE OF CONTENTS
PAGE
SUMMARY ____________________________________________________________________ 3
RISK FACTORS ________________________________________________________________ 4
Risks Related To Our Financial Condition and Business Model
(1)
If we do not obtain additional financing, we will not be able to conduct
our business operations to the extent that we become profitable _______________________________ 5
(2)
Our Independent Auditor has indicated that he has substantial doubt
about our ability to continue as a going concern, if true, you could lose
your investment __________________________________________________________________ 6
(3)
Because we anticipate our operating expenses will increase prior to
our earning revenues, we may never achieve profitability ____________________________________ 6
(4)
Because our president has only agreed to provide her services on a
part-time basis, she may not be able or willing to devote a sufficient
amount of time to our business operations, causing our business to fail __________________________ 6
(5)
Because the directors of the company own 47.6% of our outstanding
common stock, investors may find that corporate decisions influenced by
the board of directors are inconsistent with the best interests of other
stockholders _____________________________________________________________________ 6
(6)
Because our President and directors are Canadian Residents, difficulty
may arise in attempting to effect service or process on them in Canada __________________________ 7
(7)
The success of our business depends on the continued use and
growth of the Internet as a commerce platform ___________________________________________ 7
(8)
Because we will rely on a third-party for hosting and maintenance of
our website, mismanagement or service interruptions could significantly
harm our business _________________________________________________________________ 7
(9)
Because we face significant competition our business may fail _____________________________ 7
(10)
Evolving regulation of the Internet may adversely affect us ______________________________ 7
Risks Related To This Offering
(11)
If a market for our common stock does not develop, shareholders
may be unable to sell their shares _____________________________________________________
8
(12)
If a market for our common stock develops, our stock price may be volatile _________________
8
(13)
If the selling shareholders sell a large number of shares all at once
or in blocks, the market price of our shares would most likely decline ___________________________ 8
(14)
Because our stock is a penny stock, shareholders will be more
limited in their ability to sell their stock __________________________________________________ 8
USE OF PROCEEDS _____________________________________________________________ 9
DETERMINATION OF OFFERING PRICE ___________________________________________ 9
DILUTION ____________________________________________________________________ 10
2
3
Reel Estate Services Inc.
Reel Estate Services Inc. (“Reel Estate” or the “Company”) was incorporated in Nevada as a development stage company on January 12, 2006 to create a web-based service that lists properties across the globe that are available for rental and/or use by film and television companies as filming locations. The company has not earned any revenues to date. We do not anticipate earning revenues until such time as we have completed our website and are able to accept postings of locations from a variety of sources.
The summarized financial data presented below is derived from and should be read in conjunction with our audited October 31, 2006 financial statements, including the notes to those financial statements, which are included elsewhere in this prospectus.
Cash $ 44,628
Total Current Assets $ 44,628
Liabilities $ -
Total Stockholder’s Equity $ 44,628
Statement of Loss and Deficit
From Inception (January 12, 2006) to
October 31, 2006 (audited)
Revenue $ -
Net Loss for the Period $ 3,372
| Securities Being Offered | Up to 1,650,000 shares of our common stock. |
| Offering Price | The offering price of the common stock is $0.02 per share.We intend to apply to the NASD Over-the-Counter Bulletin Board electronic quotation service to allow the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market |
4
| prices at the time of sale or by private transaction negotiated by the selling shareholders. The offering price would thus be determined by market factors and the independent decisions of the selling shareholders. | |
|
Minimum Number of Shares
To Be Sold in This Offering |
None |
| Securities Issued and to be Issued | 3,150,000 shares of our common stock are issued and outstanding as of the date of this prospectus. All of the common stock to be sold under this prospectus will be sold by existing shareholders and thus there will be no increase in our issued and outstanding shares as a result of this offering. The issuance to the selling shareholders was exempt due to the provisions of Regulation S. |
| Use of Proceeds | We will not receive any proceeds from the sale of the common stock by the selling shareholders. |
| Risk Factors | See “Risk Factors” and the other information in this prospectus for a discussion of the factors you should consider before deciding to invest in our common shares. |
5
John Kinross-Kennedy, C.P.A., our independent auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact. We have incurred a net loss of $3,3372 for the period from January 12, 2006 (inception) to October 31, 2006 and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.
Our financial statements included with this prospectus have been prepared assuming that we will continue as a going concern. Our auditor has made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited financial statements for the year ended October 31, 2006. If we are not able to achieve revenues, then we may not be able to continue as a going concern and our financial condition and business prospects will be adversely affected.
(3) Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability
Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
(4) Because our president has only agreed to provide her services on a part-time basis, she may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail
Our President is self employed and developing a private marketing business. Because we are in the development stage of our business, Miss Balderson will not be spending a significant amount of time on our business. Miss Balderson expects to expend approximately 12 hours per week on our business. Competing demands on her time may lead to a divergence between her interests and the interests of other shareholders. None of the business Miss Balderson is involved with outside of Reel Estate Services Inc. will compete with the company.
(5) Because the directors of the company own 47.6% of our outstanding common stock, investors may find that corporate decisions influenced by the board of directors are inconsistent with the best interests of other stockholders
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(8) Because we will rely on a third-party for hosting and maintenance of our website, mismanagement or service interruptions could significantly harm our business
Our website will be hosted and maintained by a third party hosting service. Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.
(9) Because we face significant competition our business may fail
Some of our competitors have long operating histories, greater financial, technical, and marketing resources. Because we face competition from other companies offering similar services, the current and possible increase in competition may result in price reductions, reduced gross margins, and could have a material adverse effect on our business, financial condition, and results of operations.
(10) Evolving regulation of the Internet may adversely affect us
As Internet commerce continues to evolve there may be increased regulation by federal, state and/or foreign agencies. Any new regulations which restrict our business could harm or cause our business to fail.
7
(12) If a market for our common stock develops, our stock price may be volatile
If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including:
Further, if our common stock is traded on the Over-the-Counter Bulletin Board electronic quotation service, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations may adversely affect the market price of our common stock.
(13) If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline
The selling shareholders are offering 1,650,000 shares of our common stock through this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.
(14) Because our stock is a penny stock, shareholders will be more limited in their ability to sell their stock
The shares offered by this prospectus constitute a penny stock under the Securities and Exchange Act. The shares will remain classified as a penny stock for the foreseeable future. Penny stocks generally are equity securities with a price of less than $5.00. Broker/dealer practices in connection
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9
|
1. |
the number of shares owned by each prior to this offering; |
|
2. |
the total number of shares that are to be offered by each; |
|
3. |
the total number of shares that will be owned by each upon completion of the offering; |
|
4. |
the percentage owned by each upon completion of the offering; and |
|
5. |
the identity of the beneficial holder of any entity that owns the shares. |
|
Name Of Selling Stockholder |
Shares
|
Total
|
Total Shares
|
Percent
|
|
Evelina Andreola |
25,000 |
25,000 |
nil |
nil |
|
Secondo Andreola |
25,000 |
25,000 |
nil |
nil |
|
Paul Andreola |
25,000 |
25,000 |
nil |
nil |
|
Sherrill Balderson |
150,000 |
150,000 |
nil |
nil |
10
|
Amy Cox |
25,000 |
25,000 |
nil |
nil |
|
Darin Cox |
25,000 |
25,000 |
nil |
nil |
|
Andrew Cook |
25,000 |
25,000 |
nil |
nil |
|
Deedee Cook |
25,000 |
25,000 |
nil |
nil |
|
Keri Farley |
25,000 |
25,000 |
nil |
nil |
|
Ruth Harrison |
150,000 |
150,000 |
nil |
nil |
|
David Brooke Hartley |
25,000 |
25,000 |
nil |
nil |
|
Ben Hunter |
25,000 |
25,000 |
nil |
nil |
|
Charolette Jane Hunter |
25,000 |
25,000 |
nil |
nil |
|
Nick Hunter |
25,000 |
25,000 |
nil |
nil |
|
Garry MacDougall |
25,000 |
25,000 |
nil |
nil |
|
Sean Murray |
150,000 |
150,000 |
nil |
nil |
|
Linda Nasu |
150,000 |
150,000 |
nil |
nil |
|
CD Paravamtes |
25,000 |
25,000 |
nil |
nil |
|
Marc Pedersen |
25,000 |
25,000 |
nil |
nil |
|
Shawn Pedersen |
25,000 |
25,000 |
nil |
nil |
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12
(1) has had a material relationship with us other than as a shareholder at any time within the past three years; or (2) has ever been one of our officers or directors.
PLAN OF DISTRIBUTION
The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:
|
1. |
On such public markets as the common stock may from time to time be trading; |
|
2. |
In privately negotiated transactions; |
|
3. |
Through the writing of options on the common stock; |
|
4. |
In short sales; or |
|
5. |
In any combination of these methods of distribution. |
|
1. |
The market price of our common stock prevailing at the time of sale; |
|
2. |
A price related to such prevailing market price of our common stock; or |
|
3. |
Such other price as the selling shareholders determine from time to time. |
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|
1. |
Not engage in any stabilization activities in connection with our common stock;
|
|
2. |
Furnish each broker or dealer through which common stock may be offered, such copies of this prospectus, as amended from time to time, as may be required by such broker or dealer; and
|
|
3. |
Not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than as permitted under the Exchange Act. |
|
Name |
Age |
Office(s) Held |
|
|
|
|
|
Leah Balderson |
35 |
President, Secretary and Treasurer and Director |
|
|
|
|
|
Jeffrey Hunter |
35 |
Director |
|
|
|
|
|
Ian Pedersen |
37 |
Director |
14
Compensation
We presently do not pay our directors and officer any salary or consulting fee. We do not anticipate paying compensation to our directors and officer for the foreseeable future.
Term of Office
Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.
Significant Employees
We have no significant employees other than our board of directors. We do not believe we will require any additional employees until such time as our website is introduced.
Committees of the Board of Directors
We presently do not have an audit committee, compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees. We
15
i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, ii) each of our directors, iii) named executive officers, and iv) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.
|
Title of Class |
Name and Address of
|
Amount and
|
Percentage of
|
|
Directors and
|
|
|
|
|
Common Stock |
Leah Balderson
|
1,000,000
|
31.75% |
|
|
|
|
|
|
|
Jeffrey Hunter
|
250,000
|
7.94% |
|
|
|
|
|
|
|
Ian Pedersen
|
250,000
|
7.94% |
|
|
|
|
|
|
All Officers and Directors as Group |
|
1,500,000
|
47.62% |
|
(1) |
The percentage of common stock held is based on 3,150,000 shares of common stock
|
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John Kinross-Kennedy, C.P.A., our accountant, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in his audit report. John Kinross-Kennedy, C.P.A. has presented his report with respect to our audited financial statements. The report of John Kinross-Kennedy, C.P.A. on the financial statements herein includes an explanatory paragraph that states that we have not generated revenues and have an accumulated deficit since inception which raises substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Karen Batcher, our independent legal counsel, has provided an opinion on the validity of our common stock.
18
DESCRIPTION OF BUSINESS
In General
Real Estate Services Inc. ("
Reel Estate
” or the “
Company
") was incorporated in Nevada as a development stage company on January 12
th
, 2006 to create a web-based service that lists properties across the globe that are available for rental and/or use by film and television companies as filming locations. Traditionally companies looking to film in an ideal location will retain the services of brokers who will scout locations on the company’s behalf and in turn will charge a commission on the rental of the location. Management believes that with the introduction of Reel Estate Services this process will become obsolete. The mission of Reel Estate is to make listing and searching for locations the easiest, most accessible, and cost-effective method available through its website,
www.reelestateservices.com
, filling a void now in the market.
The Service
The focus of
www.reelestateservices.com
is on two distinct customers, the property owner and the location scout for film, television, commercials, music videos and print advertising. Property
19
According to the
Veronis Suhler Stevenson
(“VSS”),
films released by independent studios have gained wider market approval
and increased share of overall box office receipts in recent years, typically cost less than $40.0 million to produce and market.
20
21
“It’s a place where your dollar goes a lot further, with a vast pool of skilled technicians and an array of technical facilities that meet every need and every budget.
Home to over 194 productions last year, BC is a place where business, government, labor and the community work together to support the province’s billion-dollar film industry.”
The BCFC offers several services, including:
22
With this level of support (along with a low Canadian dollar and tax incentives in its development period), the film community has grown.
Traditional jurisdictions have acted aggressively to remain competitive and retain as much business as possible. As the
California Film Commission
(“CFC”) states on its website,
“Welcome to the California Film Commission, your one-stop office for permitting, location resources, and film resources throughout California.”
The CFC offers several services, including (1) online permitting for state-owned properties, (2) maintaining a network of film offices that assist with film production throughout California (a “a network of regional film offices and commissions that work cooperatively with the California Film Commission (CFC) to retain, attract, and facilitate film production in California”), (3) CinemaScout®, an online location scouting service offering the ability – “Surf over 11,000 images of every imaginable world” from your office, home or anywhere”, (4) information on filming in your community - . The CFC’s Location Professionals List includes names and addresses of some 400 freelance location managers, location scouts and location assistants in the motion picture production industry – for those wishing to rent their property, a list of these is given for a nominal charge to mail a brochure with photographs of the property to.
The CFC also provides location marketing websites to help promote properties to the film industry. These are companies created by location managers who will photograph the property and publicize it to the industry. Some of these are free sites where property owners are able to post their own photographs at no charge. The CFC provides these leads to help property owners help the State of California remain the premier location to film. The CFC
23
specifically mentions that it does not endorse any of the companies on the following list which are provided for informational purposes only.
In addition, FilmL.A., Inc., (the
Entertainment Industry Development Corporation
-
www.eidc.com
), a private, non-profit, public benefit corporation, was created in 1995 to streamline the film permit process and provide filmmakers with the convenience of one-stop filming assistance. Before 1995, the City of Los Angeles and County of Los Angeles each operated its own film office. FilmL.A., Inc. integrates and privatizes film permitting for both offices as well as other municipalities, the Los Angeles Unified School District and the Angeles National Forest.
As a result, activity in California continues as a torrid pace. According to the EIDC, total filming days were
52,707
, with Permits and Riders Facilitated standing at 12,656 for fiscal year 2004.
All these efforts clearly illustrate how efforts have been streamlined in the burgeoning and highly competitive marketplace for filming throughout in the various jurisdictions.
In contrast, on-location shooting days in New York have veered downward since 9-11. According to the Mayor's Office of Film, Theatre and Broadcasting, levels are still down from the 18,096 days recorded in 2001, the last year for which it has released data. The 2001 total was down steeply from a high of more than 23,800 location production days in 1998.
Integral Role of Location Managers & Scouts
An integral component to the proliferation of on location shooting and production of film and TV throughout North America are “
Location Managers
” and “
Location Scouts
”. These individuals and organizations are vital members of the design team for film, television, commercials, music videos and print advertising. Their primary job is to find the settings that best represent the visual concept of the Producer, Director and Production Designer. This is done through research, scouting and photography. The creative dimension of the location professionals’ work demands an advanced level of visual and aesthetic sophistication. A blend of intuition and knowledge, especially regarding architectural design, helps to determine which settings best advance and enhance story and character development.
In addition to this creative input, the Location Manager is responsible for the day-to-day management of locations, including (but not limited to):
24
The
location scout
has the particular job of searching for the best locations, both in terms of artistic and logistic considerations. A knowledge of geography, climatic conditions and the restrictions of local ordinances is essential. This individual can often become the location manager once production has begun.
Ancillary Location Uses
. Besides renting locations for filming, the Location Manager / Location Scout will also look for places where
(a) the cast and crew can sit down for catered lunch,
(b) the background extras will hang out for most of the day when they are not on set,
(c) the drivers can park equipment trucks, and
(d) the crew can park their personal cars.
(e) pay a neighbor to be able to do something such as placing a light on their roof or a background extra on the porch.
The typical way in which locations and film / video production companies work together is as follows:
25
For Week ending March 27, 2006
Current Digital Media Universe Estimate 204,409,993
Active Digital Media Universe 113,662,752
Sessions/Visits Per Person 10
Domains Visited Per Person 25
PC Time Per Person 8:54:28
Duration of a Web Page Viewed 00:00:48
eBay Confirmed registered users
- 1998 – 2 million
- 2003 – > 94 million
- 2004 – 135 million
eBay Active users (yearend)
- 2003 – 41 million
- 2004 – 56 million
The Internet, as it reached a critical mass of users, has became a legitimate platform for advertising and commerce. However, as the initial irrational exuberance around all things Internet swelled and then deflated, the online business suffered. Questions were raised about its true efficacy, cost, security, and complexity on what was supposed to be a simple channel. But what has happened is that there has been a continuing migration of audiences from other media and as the various impediments have been resolved and buying patterns increasingly understood, the Internet has become more and more compelling. Spending increased, the number of advertisers multiplied, audiences grew, and so has consumption.
Use of the Internet to find / research interests and conduct business continues to rise. According to
NetRatings, Inc
., “
Overall the total number of searches increased 38 percent, from 3.8 billion in
26
27
It is worth noting that as with the traditional location scout, virtually all these sites have a
regional focus
(several being in California), and ultimately have a
paid staff involved
in the process in some fashion for some purpose (i.e. from photographing the site through to when a property has been selected for a particular shoot). Management believes that there are few, if any, ”pure” websites.
|
Site URL |
Geographic Focus |
Location Owner Signup |
|
Planitlocations.com |
S. Calif. |
|
|
HomeShootHome.com |
S. Calif. |
|
|
InstantLocations.com |
S. Calif. |
|
|
Locationpics.com |
Various
|
|
|
rtrlocations.com |
Los Angeles
|
|
|
dla.absolute.to |
Greater Toronto
|
|
|
IWantFilming.com |
|
|
|
Locationscout360.com |
British Columbia |
|
|
Visionvancouver.com |
Vancouver |
|
|
USA-Locations.com |
Various U.S.
|
|
28
29
|
Property Owners |
Scouts / Industry Professional |
|
|
30
The site will be designed to appeal to a range of industry professionals, including film location scouts, event location managers, movie photo scouts, film producers, movie directors, commercial photographers, movie production companies, film video-graphers, movie event organizers, and leading television commercial film production companies.
Depending on funding, Reel Estate may engage a recognized e-business architect to assist with these efforts.
31
The budget for phase one is estimated at $20,000, and is expected to be completed by the end of March 2007.
32
Results of Operations for Period Ending October 31, 2006
We did not earn any revenues from inception through the period ending October 31, 2006. We do not anticipate earning revenues until such time as we have launched our website. We are presently in the start-up phase of our business and we can provide no assurance that we will attain sufficient postings on our website to attain profitability.
We incurred operating expenses in the amount of $3,372 from inception on January 12, 2006 through the period ended October 31, 2006. These operating expenses included research and the preparation of our business plan as well as general and administrative expenses. We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributed to costs associated with setting up and maintaining our website, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.
Reports to Security Holders
At this time, we are not required to provide annual reports to security holders. However, when we file such reports, shareholders and the general public may view and download copies of all of our filings with the SEC, including annual reports, quarterly reports, and all other reports required under the Securities Exchange Act of 1934, at the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549, or by visiting the SEC site (http://www.sec.gov) and performing a search of our electronic filings. We intend to file with the Securities and Exchange Commission a Form 8-A to register our common stock pursuant to Section 12(g) of the Securities and Exchange Act of 1934, as soon as practicable after this registration statement is declared effective by the Securities and Exchange Commission. Thereafter, annual reports will be delivered to security holders as required or they will be available as discussed above.
33
We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive growth of operations. For these reasons our auditor has stated in his report that he has substantial doubt we will be able to continue as a going concern.
Future Financings
We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund the growth of our company.
Off-Balance Sheet Arrangements
We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We issued 1,000,000 total shares of common stock at a price of $0.01 per share to our president, Miss Balderson for total consideration of $10,000 effective February 16, 2006. This issuance was made to Miss Balderson, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.
We issued 250,000 total shares of common stock at a price of $0.01 per share to a director, Mr. Hunter for total consideration of $2,500 effective July 20, 2006. This issuance was made to Mr. Hunter, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.
We issued an additional 250,000 total shares of common stock at a price of $0.01 per share to a director, Mr. Pedersen for total consideration of $2,500 effective July 28, 2006. This issuance was made to Mr. Pedersen, who is a sophisticated individual and was in a position of access to relevant and material information regarding our operations. The shares were issued pursuant to Section 4(2) of the Securities Act of 1933 and are restricted shares as defined in the Securities Act.
Family relationships between any of the selling shareholders and our Officer and Directors:
Ben Hunter Brother of Jeffrey Hunter (Director)
Charolette Hunter Mother of Jeffrey Hunter (Director)
Nick Hunter Brother of Jeffrey Hunter (Director)
Marc Pedersen Brother of Ian Pedersen (Director)
34
35
As of January 22, 2007, no shares currently issued and outstanding could be resold pursuant to Section 144 of the Securities Act. This is because no shares have been held for 2 years in order to satisfy 144(K) and no sufficient public information is available to satisfy the other 144 rules.
A total of 1,000,000 shares of our common stock will be available for resale to the public after February 17, 2008, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
An additional 250,000 shares of our common stock will be available for resale to the public after July 21, 2008, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
And another additional 250,000 shares of our common stock will be available for resale to the public after July 29, 2008, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:
1.
one percent of the number of shares of the company's common stock then outstanding, which, in our case, will equal approximately 31,500 shares as of the date of this prospectus, or;
2.
the average weekly trading volume of the company's common stock during the four calendar weeks preceding the filing of a notice on form 144 with respect to the sale.
Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.
Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.
As of the date of this prospectus, persons who are our affiliates hold 100% of the total shares that may be sold, at least partially, pursuant to Rule 144 after the dates previously indicated.
36
Dividends
There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:
1.
We would not be able to pay our debts as they become due in the usual course of business; or
2.
Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.
We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.
|
|
Annual Compensation
|
Long Term Compensation |
|||||||
|
Name |
Title |
Year |
Salary |
Bonus |
Other Annual
|
Restricted
|
Options/*
|
LTIP
|
All Other
|
|
Leah
|
President,
|
2006
|
$0
|
$0
|
$0
|
0
|
0
|
0
|
NIL |
|
2007 |
$0 |
$0 |
$0 |
0 |
0 |
0 |
Nil |
||
|
|
|
|
|
|
|
|
|
|
|
|
Jeffrey Hunter |
Director |
2006 |
$0 |
$0 |
$0 |
0 |
0 |
0 |
Nil |
|
2007 |
$0 |
$0 |
$0 |
0 |
0 |
0 |
Nil |
||
|
|
|
|
|
|
|
|
|
|
|
|
Ian
|
Director |
2006 |
$0 |
$0 |
$0 |
0 |
0 |
0 |
Nil |
|
2007 |
$0 |
$0 |
$0 |
0 |
0 |
0 |
Nil |
||
37
38
40 Auditors’ Report
41 Balance Sheet
42 Statement of Operations
43 Statement of Stockholders’ Equity
44 Statement of Cash Flows
45 - 47 Notes to Financial Statements
39
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Shareholders
Reel Estate Services Inc.
Las Vegas, Nevada 89128
I have audited the accompanying balance sheet of Reel Estate Services Inc. as of October 31, 2006, and the related statements of operations, of shareholders’ equity (deficit) and of cash flows for the period from January 12, 2006 (date of inception) through October 31, 2006. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Reel Estate Services Inc. as of October 31, 2006 and the results of its operations and its cash flows for the period January 12, 2006 (date of inception) through October 31, 2006 in conformity with United States generally accepted accounting principles.
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. In the interim, shareholders of the Company are committed to meeting its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
John Kinross-Kennedy
Certified Public Accountant
Irvine, California
December 29, 2006
40
The accompanying notes are an integral part of these financial statements
41
|
REEL ESTATE SERVICES, INC.
|
||||
|
(A Development Stage Company)
|
||||
|
Statement of Operations
|
||||
|
For the 9 1/2
|
|
Period from
January 12, 2006 |
||
|
months ended
|
|
(date of inception) to
|
||
|
October 31, 2005
|
|
October 31, 2006
|
||
|
|
|
|||
| Revenue |
-
|
|
-
|
|
|
|
|
|
||
| Cost of Sales |
-
|
|
-
|
|
|
|
|
|||
|
|
|
|
||
| Operating Loss |
-
|
|
-
|
|
|
|
|
|
||
| General and Administrative Expenses: |
|
|
|
|
| Professional Fees |
3,000
|
|
3,000
|
|
| Other Administrative Expenses |
372
|
|
372
|
|
|
|
|
|||
|
|
|
|
||
| Total General and Administrative Expenses |
3,372
|
|
3,372
|
|
|
|
|
|||
|
|
|
|
||
| Net Loss |
(3,372)
|
|
(3,372)
|
|
| =============== | =============== | |||
|
|
|
|
||
| Loss Per Common Share: |
|
|
|
|
| Basic and diluted |
(0.003)
|
|
(0.003)
|
|
|
|
|
|
||
|
|
|
|
||
| Weighted Average Shares Outstanding: |
|
|
|
|
| Basic and diluted |
1,197,860
|
|
1,197,860
|
|
| =============== | =============== | |||
|
REEL ESTATE SERVICES, INC.
|
||||||||
|
(A Development Stage Company)
|
||||||||
|
Statement of Shareholders' Equity
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
Total
|
|
|
Common Stock
|
|
Additional
|
|
Accumulated
|
|
Shareholders'
|
||
|
Number of
|
|
|
Paid-In
|
|
during the
|
|
Equity
|
|
|
Shares
|
Amount
|
|
Capital
|
|
Development Stage
|
|
(Deficit)
|
|
|
|
|
|
|
|
||||
| Inception, January 12, 2006 | ||||||||
| February 16, 2006. Stock for cash |
1,000,000
|
1,000
|
|
9,000
|
|
|
|
10,000
|
| July 20, 2006. Stock for cash |
250,000
|
250
|
|
2,250
|
|
|
|
2,500
|
| July 28, 2006. Stock for cash |
250,000
|
250
|
|
2,250
|
|
|
|
2,500
|
| August 26-30, 2006. Stock for cash |
75,000
|
75
|
|
1,425
|
|
|
|
1,500
|
| September 1-29, 2006. Stock for cash |
575,000
|
575
|
|
10,925
|
|
|
|
11,500
|
| October 2-28, 2006. Stock for cash |
1,000,000
|
1,000
|
|
19,000
|
|
|
|
20,000
|
| Net loss for period Jamary 12 - October 31, 2006 |
|
|
|
|
|
(3,372)
|
|
(3,372)
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
| Balance, October 31, 2006 |
3,150,000
|
$3,150
|
|
$44,850
|
|
($3,372)
|
|
$44,628
|
| ========= | ======= | ========== | ============== | ========== | ||||
|
REEL ESTATE SERVICES, INC.
|
||||||
|
(A Development Stage Company)
|
||||||
|
Statement of Cash Flows
|
||||||
|
|
|
Period from
|
||||
|
For the 9 1/2
months ended |
|
January 12, 2006
(date of inception) to |
||||
|
October 31, 2005
|
|
October 31, 2006
|
||||
|
|
|
|
||||
|
|
|
|
||||
| Cash flows from operating activities: |
|
|
|
|||
| Net loss |
(3,372)
|
|
(3,372)
|
|||
| Adjustments to reconcile net loss to net cash |
|
|
|
|||
| used by operating activities: |
|
|
|
|||
| Change in operating assets and liabilities: |
|
|
|
|||
| Increase in accounts payable and accrued |
|
|
|
|||
| liabilities |
|
|
|
|||
|
|
|
|||||
| Net cash used by operating activities |
(3,372)
|
|
(3,372)
|
|||
|
|
|
|||||
|
|
|
|
||||
| Cash flows from financing activities: |
|
|
|
|||
| Common stock issued for cash |
48,000
|
|
48,000
|
|||
| Due to related parties |
|
|
|
|||
|
|
|
|||||
|
Net cash (used) provided by financing
|
|
|
||||
| activities |
48,000
|
|
48,000
|
|||
|
|
|
|||||
|
|
|
|
||||
| Net increase (decrease) in cash |
44,628
|
|
44,628
|
|||
|
|
|
|
||||
| Cash, beginning of the period |
-
|
|
-
|
|||
|
|
|
|||||
|
|
|
|
||||
| Cash, end of the period |
44,628
|
|
44,628
|
|||
|
===============
|
|
===============
|
||||
|
|
|
|
||||
|
|
|
|
||||
| Supplemental cash flow disclosure: |
|
|
|
|||
| Interest paid |
|
|
|
|||
| =============== | =============== | |||||
| Taxes paid |
|
|
|
|||
| =============== | =============== | |||||
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - BUSINESS AND CONTINUED OPERATIONS
The financial statements presented are those of Reel Estate Services Inc. (the Company). The Company was incorporated under the laws of the State of Nevada on January 12, 2006 The Company was organized for the purpose of engaging in any activity or business not in conflict with the laws of the State of Nevada or of the United States of America. The company plans to offer location identification services to the movie industry.
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.
The financial statements have, in management’s opinion, been properly prepared within the reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
Accounting Method
The Company’s financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America
Going Concern
The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.
In order to continue as a going concern, develop a reliable source of revenues, and achieve a profitable level of operations the Company will need, among other things, additional capital resources. In the interim, shareholders of the Company are committed to meeting its minimal operating expenses. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Development-Stage Company
The Company is considered a development-stage company, with no operating revenues during the periods presented, as defined by Statement of Financial Accounting Standards (“SFAS”) No. 7. SFAS. No. 7 requires companies to report their operations, shareholders deficit and cash flows since inception through the
45
46
On February 6, 2006, the company issued 1,000,000 shares of its common stock to a single investor at a price of $0.01 per share for a total of $10,000.
On July 20, 2006, the company issued 250,000 shares of its common stock to a single investor at a price of $0.01 per share for a total of $2,500.
On July 28, 2006, the company issued 250,000 shares of its common stock to a single investor at a price of $0.01 per share for a total of $2,500.
Between August 26 and August 29, 2006 the Company issued a total of 75,000 shares of its common stock to 3 investors. The shares were sold at $0.02 for a total of $1,500.
Between September 1 and September 29, 2006 the Company issued a total of 575,000 shares of its common stock to 19 investors. The shares were sold at $0.02 for a total of $11,500.
Between October 2 and October 28, 2006 the Company issued a total of 1,000,000 shares of its common stock to 4 investors. The shares were sold at $0.02 for a total of $20,000.
As of October 31, 2005, the Company had authorized 75,000,000 of $0.001 par common stock, of which 3,150,000 shares were issued and outstanding.
NOTE 6 – LITIGATION
There were no legal proceedings against the Company with respect to matters arising in the ordinary course of business.
47
48
Part II
Information Not Required In the Prospectus
Item 24. Indemnification of Directors and Officers
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation that is not the case with our articles of incorporation. Excepted from that immunity are:
(1)
a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest;
(2)
a violation of criminal law (unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
(3)
a transaction from which the director derived an improper personal profit; and
(4)
Willful misconduct.
Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:
(1)
such indemnification is expressly required to be made by law;
(2)
the proceeding was authorized by our Board of Directors;
(3)
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law; or
(4)
Such indemnification is required to be made pursuant to the bylaws.
Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such
49
|
Securities and Exchange Commission registration fee |
$ 3.53 |
|
Federal Taxes |
$ NIL |
|
State Taxes and Fees |
$ NIL |
|
Transfer Agent Fees |
$ 1,000 |
|
Accounting fee and expenses |
$ 3,500 |
|
Legal fees and expenses |
$ 5,500 |
|
|
|
50
|
Exhibit
|
Description |
|
3.1 |
Articles of Incorporation |
|
3.2 |
By-Laws |
|
5.1 |
Opinion of Karen Batcher, with consent to use |
|
23.1 |
Consent of John Kinross-Kennedy, Certified Public Accountant |
(a) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (b) to reflect in the prospectus any facts or events arising after the effective date of this registration statement, or most recent post-effective amendment, which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement, and;
51
(c) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.
1. Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
2. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned small business issuer or used or referred to by the undersigned small business issuer;
3. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
4. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the mater has been stated by controlling precedent, submit to a court of appropriate
52
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City Vancouver, Province of British Columbia, Canada on January 22, 2007.
|
|
Reel Estate Services Inc.
|
|
|
|
|
|
Leah Balderson
|
INDEX TO EXHIBITS
|
Exhibit
|
Description |
|
3.1 |
Articles of Incorporation |
|
3.2 |
By-Laws |
|
5.1 |
Opinion of Karen Batcher with consent to use |
|
23.1 |
Consent of John Kinross-Kennedy, Certified Public Accountant |
53
Exhibit 3.1
Exhibit 3.2
BYLAWS
of
REEL ESTATE SERVICES INC.
(the "Corporation")
ARTICLE I: MEETINGS OF SHAREHOLDERS
Section 1 - Annual Meetings
The annual meeting of the shareholders of the Corporation shall be held at the time fixed, from time to time, by the Board of Directors.
Section 2 - Special Meetings
Special meetings of the shareholders may be called by the Board of Directors or such person or persons authorized by the Board of Directors.
Section 3 - Place of Meetings
Meetings of shareholders shall be held at the registered office of the Corporation, or at such other places, within or without the State of Nevada as the Board of Directors may from time to time fix.
Section 4 - Notice of Meetings
A notice convening an annual or special meeting which specifies the place, day, and hour of the meeting, and the general nature of the business of the meeting, must be faxed, personally delivered or mailed postage prepaid to each shareholder of the Corporation entitled to vote at the meeting at the address of the shareholder as it appears on the stock transfer ledger of the Corporation, at least ten (10) days prior to the meeting. Accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, a shareholder will not invalidate the proceedings at that meeting.
Section 5 - Action Without a Meeting
Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, without prior notice and without a vote if written consents are signed by shareholders representing a majority of the shares entitled to vote at such a meeting, except however, if a different proportion of voting power is required by law, the Articles of Incorporation or these Bylaws, than that proportion of written consents is required. Such written consents must be filed with the minutes of the proceedings of the shareholders of the Corporation.
ARTICLE II: BOARD OF DIRECTORS
Section 1 - Number, Term, Election and Qualifications
a) The first Board of Directors of the Corporation, and all subsequent Boards of the Corporation, shall consist of not less than one (1) and not more than nine (9) directors. The number of Directors may be fixed and changed from time to time by ordinary resolution of the shareholders of the Corporation.
b) The first Board of Directors shall hold office until the first annual meeting of shareholders and until their successors have been duly elected and qualified or until there is a decrease in the number of directors. Thereinafter, Directors will be elected at the annual meeting of shareholders and shall hold office until the annual meeting of the shareholders next succeeding his or her election, or until his or her prior death, resignation or removal. Any Director may resign at any time upon written notice of such resignation to the Corporation.
c) A casual vacancy occurring in the Board may be filled by the remaining Directors.
d) Between successive annual meetings, the Directors have the power to appoint one or more additional Directors but not more than 1/2 of the number of Directors fixed at the last shareholder meeting at which Directors were elected. A Director so appointed holds office only until the next following annual meeting of the Corporation, but is eligible for election at that meeting. So long as he or she is an additional Director, the number of Directors will be increased accordingly.
e) A Director is not required to hold a share in the capital of the Corporation as qualification for his or her office.
Section 2 - Duties, Powers and Remuneration
a) The Board of Directors shall be responsible for the control and management of the business and affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except for those powers conferred upon or reserved for the shareholders or any other persons as required under Nevada state law, the Corporation's Articles of Incorporation or by these Bylaws.
b) The remuneration of the Directors may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 4 - Removal
One or more or all the Directors of the Corporation may be removed with or without cause at any time by a vote of two-thirds of the shareholders entitled to vote thereon, at a special meeting of the shareholders called for that purpose.
Section 5 - Committees
a) The Directors may from time to time by resolution designate from among its members one or more committees, and alternate members thereof, as they deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law and these Bylaws) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board of Directors and unless otherwise stated by law, the Certificate of Incorporation of the Corporation or these Bylaws, shall be governed by the rules and regulations stated herein regarding the Board of Directors.
b) Each Committee shall keep regular minutes of its transactions, shall cause them to be recorded in the books kept for that purpose, and shall report them to the Board at such times as the Board may from time to time require. The Board has the power at any time to revoke or override the authority given to or acts done by any Committee.
ARTICLE III: OFFICERS
Section 1 - Number, Qualification, Election and Term of Office
a) The Corporation's officers shall have such titles and duties as shall be stated in these Bylaws or in a resolution of the Board of Directors which is not inconsistent with these Bylaws. The officers of the Corporation shall consist of a president, secretary, treasurer, and also may have one or more vice presidents, assistant secretaries and assistant treasurers and such other officers as the Board of Directors may from time to time deem advisable. Any officer may hold two or more offices in the Corporation, and may or may not also act as a Director.
Section 2 - Resignation
Any officer may resign at any time by giving written notice of such resignation to the Corporation.
Section 3 - Removal
Any officer appointed by the Board of Directors may be removed by a majority vote of the Board, either with or without cause, and a successor appointed by the Board at any time, and any officer or assistant officer, if appointed by another officer, may likewise be removed by such officer.
Section 4 - Remuneration
The remuneration of the Officers of the Corporation may from time to time be determined by the Directors or, if the Directors decide, by the shareholders.
Section 5 - Conflict of Interest
Each officer of the Corporation who holds another office or possesses property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the Corporation shall, in writing, disclose to the President the fact and the nature, character and extent of the conflict and abstain from voting with respect to any resolution in which the officer has a personal interest.
ARTICLE V: SHARES OF STOCK
Section 1 - Certificate of Stock
a) The shares of the Corporation shall be represented by certificates or shall be uncertificated shares.
b) Certificated shares of the Corporation shall be signed, either manually or by facsimile, by officers or agents designated by the Corporation for such purposes, and shall certify the number of shares owned by the shareholder in the Corporation. Whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk, and by a registrar, then a facsimile of the signatures of the officers or agents, the transfer agent or transfer clerk or the registrar of the Corporation may be printed or lithographed upon the certificate in lieu of the actual signatures. If the Corporation uses facsimile signatures of its officers and agents on its stock certificates, it cannot act as registrar of its own stock, but its
(i) is worn out or defaced, the Directors shall, upon production to them of the certificate and upon such other terms, if any, as they may think fit, order the certificate to be cancelled and issue a new certificate;
(ii) is lost, stolen or destroyed, then upon proof being given to the satisfaction of the Directors and upon and indemnity, if any being given, as the Directors think adequate, the Directors shall issue a new certificate; or
(iii) represents more than one share and the registered owner surrenders it to the Corporation with a written request that the Corporation issue in his or her name two or more certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the certificate so surrendered, the Corporation shall cancel the certificate so surrendered and issue new certificates in accordance with such request.
Section 2 - Transfers of Shares
a) Transfers or registration of transfers of shares of the Corporation shall be made on the stock transfer books of the Corporation by the registered holder thereof, or by his or her attorney duly authorized by a written power of attorney; and in the case of shares represented by certificates, only after the surrender to the Corporation of the certificates representing such shares with such shares properly endorsed, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and the payment of all stock transfer taxes due thereon.
b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.
Section 4 - Fractional Shares
Notwithstanding anything else in these Bylaws, the Corporation, if the Directors so resolve, will not be required to issue fractional shares in connection with an amalgamation, consolidation, exchange or conversion. At the discretion of the Directors, fractional interests in shares may be rounded to the nearest whole number, with fractions of 1/2 being rounded to the next highest whole number, or may be purchased for cancellation by the Corporation for such consideration as the Directors determine. The Directors may determine the manner in which fractional interests in shares are to be transferred and delivered to the Corporation in exchange for consideration and a determination so made is binding upon all shareholders of the Corporation. In case shareholders having fractional interests in shares fail to deliver them to the Corporation in accordance with a determination made by the Directors, the Corporation may deposit with the Corporation's Registrar and Transfer Agent a sum sufficient to pay the consideration payable by the Corporation for the fractional interests in shares, such deposit to be set aside in trust for such shareholders. Such setting aside is deemed to be payment to such shareholders for the fractional interests in shares not so delivered which will thereupon not be considered as outstanding and such shareholders will not be considered to be shareholders of the Corporation with respect thereto and will have no right except to receive payment of the money so set aside and deposited upon delivery of the certificates for the shares held prior to the amalgamation, consolidation, exchange or conversion which result in fractional interests in shares.
ARTICLE VI: DIVIDENDS
a) Dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine and shares may be issued pro rata and without consideration to the Corporation's shareholders or to the shareholders of one or more classes or series.
b) Shares of one class or series may not be issued as a share dividend to shareholders of another class or series unless such issuance is in accordance with the Articles of Incorporation and:
(i) a majority of the current shareholders of the class or series to be issued approve the issue; or
(ii) there are no outstanding shares of the class or series of shares that are authorized to be issued as a dividend.
ARTICLE VII: BORROWING POWERS
a) The Directors may from time to time on behalf of the Corporation:
(i) borrow money in such manner and amount, on such security, from such sources and upon such terms and conditions as they think fit,
(ii) issue bonds, debentures and other debt obligations either outright or as security for liability or obligation of the Corporation or another person, and
(iii) mortgage, charge, whether by way of specific or floating charge, and give other security on the undertaking, or on the whole or a part of the property and assets of the Corporation (both present and future).
b) A bond, debenture or other debt obligation of the Corporation may be issued at a discount, premium or otherwise, and with a special privilege as to redemption, surrender, drawing, allotment of or conversion into or exchange for shares or other securities, attending and voting at shareholder meetings of the Corporation, appointment of Directors or otherwise, and may by its terms be assignable free from equities between the Corporation and the person to whom it was issued or a subsequent holder thereof, all as the Directors may determine.
ARTICLE VIII: FISCAL YEAR
The fiscal year end of the Corporation shall be fixed, and shall be subject to change, by the Board of Directors from time to time, subject to applicable law.
ARTICLE IX: CORPORATE SEAL
The corporate seal, if any, shall be in such form as shall be prescribed and altered, from time to time, by the Board of Directors. The use of a seal or stamp by the Corporation on corporate documents is not necessary and the lack thereof shall not in any way affect the legality of a corporate document.
ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
a) A Director who is, in any way, directly or indirectly interested in an existing or proposed contract or transaction with the Corporation or who holds an office or possesses property whereby, directly or indirectly, a duty or interest might be created to conflict with his or her duty or interest as a Director, shall declare the nature and extent of his or her interest in such contract or transaction or of the conflict with his or her duty and interest as a Director, as the case may be.
b) A Director shall not vote in respect of a contract or transaction with the Corporation in which he is interested and if he does so his or her vote will not be counted, but he will be counted in the quorum present at the meeting at which the vote is taken. The foregoing prohibitions do not apply to:
(i) a contract or transaction relating to a loan to the Corporation, which a Director or a specified corporation or a specified firm in which he has an interest has guaranteed or joined in guaranteeing the repayment of the loan or part of the loan;
(ii) a contract or transaction made or to be made with or for the benefit of a holding corporation or a subsidiary corporation of which a Director is a director or officer;
(iii) a contract by a Director to subscribe for or underwrite shares or debentures to be issued by the Corporation or a subsidiary of the Corporation, or a contract, arrangement or transaction in which a Director is directly or indirectly interested if all the other Directors are also directly or indirectly interested in the contract, arrangement or transaction;
(iv) determining the remuneration of the Directors;
(v) purchasing and maintaining insurance to cover Directors against liability incurred by them as Directors; or
(vi) the indemnification of a Director by the Corporation.
c) A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation
ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT
The Corporation shall, within sixty days after the filing of its Articles of Incorporation with the Secretary of State, and annually thereafter on or before the last day of the month in which the anniversary date of incorporation occurs each year, file with the Secretary of State a list of its president, secretary and treasurer and all of its Directors, along with the post office box or street address, either residence or business, and a designation of its resident agent in the state of Nevada. Such list shall be certified by an officer of the Corporation.
ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.
b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal
CERTIFIED TO BE THE BYLAWS OF:
REEL ESTATE SERVICES INC.
per:
/s/ Leah Balderson
President
Exhibit 5.1
JOHN KINROSS-KENNEDY
CERTIFIED PUBLIC ACCOUNTANT
17848 Skypark Circle
IRVINE, CALICORNIA, U.S.A. 92614-6401
(949) 955-2522. Fax (949)724-3812
jkinross@cox.net
jkinross@zamucen.com
I consent to the incorporation by reference in the Registration Statement of Reel Estate Services Inc. on Form SB-2 of my Auditors report dated December 29, 2006, relating to the financial statements of Reel Estate Services Inc., for the year ended October 31, 2006.
In addition, I consent to the reference to me under the heading “Interest of Named Experts and Counsel” in the Registration Statement.
/s/ John Kinross-Kennedy
John Kinross-Kennedy, CPA
January 22, 2007