UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
KID’S BOOK WRITER INC.
(Name of small business issuer in its charter)
Nevada |
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2741 |
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75-3268426 |
(State or other jurisdiction of
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(Primary Standard Industrial
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(I.R.S. Employer
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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x
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 At 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.
¨
Indicate by check mark whether the registrant is a large accelerated filer, and accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated Filer ¨ Non-accelerated filer ¨ Smaller Reporting Company x
CALCULATION OF REGISTRATION FEE
TITLE OF EACH
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AMOUNT TO BE
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PROPOSED
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PROPOSED
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AMOUNT OF
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Common Stock |
2,650,000 shares |
$0.01 |
$26,500 |
$1.04 |
(1)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of 1933, as amended. |
SUBJECT TO COMPLETION, Dated June 25, 2008
PROSPECTUS
KID’S BOOK WRITER INC.
2,650,000 SHARES
COMMON STOCK
The selling shareholders named in this prospectus are offering the 2,650,000 shares of our common stock offered through this prospectus. The 2,650,000 shares offered by the selling shareholders represent 46% 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 $0.01 per share of our common stock offered through this prospectus.
|
Offering Price |
Underwriting
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Proceeds to Selling
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Per Share |
$0.01 |
None |
$0.01 |
Total |
$26,500 |
None |
$26,500 |
Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at 0.01 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 of this Prospectus entitled “Risk Factors.”
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.
The Date of This Prospectus Is: June 25, 2008
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Table of Contents
Page
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Summary |
3
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Risk Factors |
4
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Forward-Looking Statements |
8
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Use of Proceeds |
8
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Determination of Offering Price |
8
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Dilution |
9
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Selling Shareholders |
9
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Plan of Distribution |
10
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Description of Securities |
12
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Interest of Named Experts and Counsel |
13
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Description of Business |
14
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Legal Proceedings |
2
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Market for Common Equity and Related Stockholder Matters |
20
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Financial Statements |
23
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Plan of Operations |
33
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Changes in and Disagreements with Accountants |
34
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Directors, Executive Officers, Promoters and Control Persons |
35
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Executive Compensation |
35
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Security Ownership of Certain Beneficial Owners and Management |
38
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Disclosure of Commission Position of Indemnification for Securities Act Liabilities |
38
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Certain Relationships and Related Transactions |
39
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Available Information |
39
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Dealer Prospectus Delivery Obligation |
39
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Other Expenses of Issuance and Distribution |
40
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Indemnification of Directors and Officers |
40
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Recent Sales of Unregistered Securities |
41
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Table of Exhibits |
42
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Undertakings |
42
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Signatures |
44
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Summary
As used in this prospectus, unless the context otherwise requires, “we”, “us”, “our” “ Kid’s Book Writer” or “Kid’s Book” refers to Kid’s Book Writer Inc. All dollar amounts in this prospectus are in U.S. dollars unless otherwise stated. The following summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus before making an investment decision to purchase our common shares.
Kid’s Book Writer Inc.
Kid’s Book Writer Inc. was incorporated in the State of Nevada as a development stage company was created to offer a pure online service designed to offer kids / children an ability to create their own book. The process will be simple log on to the service, pick a theme and the software will offer several options, including different book templates, storylines, backgrounds, page sizes, and able to access artwork and / or upload their pictures and make it part of the storyline. More advanced options that will allow the customer an ability to have more control over the various aspects of the process. We are still in our development stage and plan on commencing business operations in spring 2009.
We have 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 business. As of April 30, 2008, we had $40,097 cash on hand and $500 liabilities. Accordingly our working capital position as of April 30, 2008 was $39,597. Since our inception through April 30, 2008, we have incurred a net loss of $2,549. We attribute our net loss to having no revenues to offset our expenses and the professional fees related to the creation and operation of our business.
Our fiscal year ended is April 30.
We were incorporated on October 24, 2007 under the laws of the State of Nevada. Our principal offices are located at 10324 Wadhurst Road, Edmonton, Alberta, Canada. Our telephone number is (780) 718-6603.
The Offering
Securities Being Offered | Up to 2,650,000 shares of our common stock. |
Offering Price | The offering price of the common stock is $0.01 per share. We intend to apply to the NASD Over-the-Counter BulletinBoard 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 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. |
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Minimum Number of Shares
To Be Sold in This Offering |
None |
Securities Issued and to be Issued | 5,750,000 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. |
Summary Financial Information
Balance Sheet Data | April 30, 2008 (audited) |
Cash | $ 40,097 |
Total Current Assets | $ 40,097 |
Liabilities | $ 500 |
Total Stockholder’s Equity | $ 39,597 |
Statement of Loss and Deficit
|
From Inception (October 24, 2007) to
April 30, 2008 (audited) |
Revenue | $ - |
Net Loss for the Period | $ 2,549 |
Risk Factors
An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.
Risks Related To Our Financial Condition and Business Model
If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable
Our current operating funds will cover the initial stages of our business plan; however, we currently do not have any operations and we have no income. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our development activities. We currently do not have any
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Risks Related To This Offering
If a market for our common stock does not develop, shareholders may be unable to sell their shares
There is currently no market for our common stock and a market may never develop. We currently plan to apply for listing of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, a public market may never materialize. If our common stock is not traded on the Over-the-Counter Bulletin Board electronic quotation service or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.
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.
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 2,650,000 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
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Forward-Looking Statements
This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.
Use of Proceeds
We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.
Determination of Offering Price
The $0.01 per share offering price of our common stock was determined arbitrarily by us. There is no relationship whatsoever between this price and our assets, earnings, book value or any other objective criteria of value. We intend to apply to the Over-the-Counter Bulletin Board electronic quotation service for the trading of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934 (the “Exchange Act”). If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing
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Dilution
The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
Selling Shareholders
The selling shareholders named in this prospectus are offering all of the 2,650,000 shares of common stock offered through this prospectus. The selling shareholders acquired the 2,650,000 shares of common stock offered through this prospectus from us at a price of $0.01 per share in an offering that was exempt from registration under Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) and completed on March 31, 2008. We will file with the Securities and Exchange Commission prospectus supplements to specify the names of any successors to the selling shareholders specified in this registration statement who are able to use the prospectus included in this registration statement to resell the shares registered by this registration statement.
The following table provides, as of the date of this prospectus, information regarding the beneficial ownership of our common stock held by each of the selling shareholders, including:
1. |
the number of shares owned by each prior to this offering; |
2. |
the total number of shares that are to be offered 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 Number of
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Total Shares
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Percent
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Wes Alexander |
50,000 |
50,000 |
Nil |
Nil |
Greg Antoniw |
100,000 |
100,000 |
Nil |
Nil |
Rick Breezer |
100,000 |
100,000 |
Nil |
Nil |
Carol Callaghan |
100,000 |
100,000 |
Nil |
Nil |
Brian Cartmell |
100,000 |
100,000 |
Nil |
Nil |
Dhana Cartmell |
100,000 |
100,000 |
Nil |
Nil |
Joan Cartmell |
100,000 |
100,000 |
Nil |
Nil |
Melissa Cartmell |
100,000 |
100,000 |
Nil |
Nil |
George Coulter |
100,000 |
100,000 |
Nil |
Nil |
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Myrl Coulter |
100,000 |
100,000 |
Nil |
Nil |
Michelle Demers |
50,000 |
50,000 |
Nil |
Nil |
Donna Dorsey |
100,000 |
100,000 |
Nil |
Nil |
William DuPerron |
50,000 |
50,000 |
Nil |
Nil |
Curtis Greenland |
50,000 |
50,000 |
Nil |
Nil |
Casey Kachur |
200,000 |
200,000 |
Nil |
Nil |
Torah Kachur |
100,000 |
100,000 |
Nil |
Nil |
David Kelcher |
100,000 |
100,000 |
Nil |
Nil |
Sheila Kelcher |
100,000 |
100,000 |
Nil |
Nil |
Carmen Kriegel |
100,000 |
100,000 |
Nil |
Nil |
Patrick Leonard |
100,000 |
100,000 |
Nil |
Nil |
Denise MacIver |
50,000 |
50,000 |
Nil |
Nil |
Craig McLennan |
50,000 |
50,000 |
Nil |
Nil |
Linda McLennan |
50,000 |
50,000 |
Nil |
Nil |
Lorne Merrick |
50,000 |
50,000 |
Nil |
Nil |
Michael D. Phillet |
50,000 |
50,000 |
Nil |
Nil |
Netta Phillet |
50,000 |
50,000 |
Nil |
Nil |
Rolando Ploit |
100,000 |
100,000 |
Nil |
Nil |
Myron Selby |
50,000 |
50,000 |
Nil |
Nil |
Leslie Shragge |
50,000 |
50,000 |
Nil |
Nil |
Phil Shragge |
50,000 |
50,000 |
Nil |
Nil |
Branislav Vilimanovich |
50,000 |
50,000 |
Nil |
Nil |
Gordana Vilimanovich |
50,000 |
50,000 |
Nil |
Nil |
Glen Wilde |
50,000 |
50,000 |
Nil |
Nil |
Joyce Wilde |
50,000 |
50,000 |
Nil |
Nil |
Total |
2,650,000 |
2,650,000 |
Nil |
Nil |
(1)
|
has had a material relationship with us other than as a shareholder at any time within the past three years; or |
|
|
(2)
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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; |
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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. |
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. |
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Description of Securities
General
Our authorized capital stock consists of 75,000,000 shares of common stock, with a par value of $0.001 per share. As of June 25, 2008, there were 5,750,000 shares of our common stock issued and outstanding held by thirty five (35) stockholders of record. There are no preferred shares authorized or issued.
Common Stock
Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Holders of our common stock representing thirty three and one-third percent (33 1/3%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
We have never declared or paid any dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any dividends in the foreseeable future.
Pre-emptive Rights
Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. All outstanding shares of common stock are, and the shares of common stock offered hereby will be when issued, fully paid and non-assessable.
Share Purchase Warrants
We have not issued and do not have outstanding any warrants to purchase shares of our common stock.
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Interests of Named Experts and Counsel
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
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.
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Description of Business
In General
Kid’s Book Writer Inc. was created to offer a pure online service designed to offer kids / children and parents an ability to create their own book. Customers can log on to the service, pick a theme (i.e. birthday, family outing, vacation, special occasion such as Christmas / Easter, sporting event, summer camp, etc.), and the software will offer several options, including various book templates, backgrounds, page sizes, the ability to write your own story or have some guidance, etc.
Each template will have a basic story that can be edited in several ways for example, adding the child’s name as the lead character and other friends and family member’s names as the other characters. They will also be able to access artwork and / or upload their own pictures and make it part of the storyline.
Once the book is complete they will have several options for printing, including downloading the book as a pdf file (or other type) to be printed at home, have it emailed to a photo print shop such as Future Shop or WalMart (i.e. as one of their “Memory Books”). Kid’s Book Writer may also outsource this service and include it as a profit center for certain types of books.
Key Design Considerations
Although there are very few online publishing services that have kids in mind, Kid’s Book Writer will not be first to market. Clearly, the highly successful lulu.com has created a market-leading solution. It allows children to write a book create characters, invent situations, and be in charge of everything that happens. Its offering is a collaboration of John Lithgow (actor and best-selling children’s book author), Knowledge Adventure®, and Lulu to produce
Knowledge Adventure Books by You.
For $19.95, consumers can download software which allows people to follow along on their computer as the Knowledge Adventure audio and video clips guides them through a step-by-step process:
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Knowledge Adventure Books
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Knowledge Adventure Books
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There are very few services that appear to compete in the kids / children’s space. In a google search for “kids book writers” several sites were returned, none of which included a site such as lulu rather the list was populated by children’s book authors / agents / illustrators and other resource-oriented services.
Similarly, a search for “childrens book publishers” returned only iUniverse.com and lulu.com (both paid for results). iUniverse is very much oriented toward professional authors and does not offer a similar type of service to what lulu.com or kidsbookwriter.com will offer (i.e. their publishing packages start at $399.)
Children’s Book Market
The literary marketplace has always had three essential elements: 1) authorship, 2) publishing, and 3) audience, each of which continues to be shaped by market forces. The modern (i.e. post-war) era has been characterized by rapid technological development, mass production, and consumerism. Historically, the fact that the fixed costs of producing books was high (i.e. beyond the reach of individuals), combined with the fact that the profitability of any one title was highly uncertain, led to the development of well-capitalized publishers that were able to diversity their risk across many books. Since any one author needed a publisher more than that publisher needed any one author, publishing houses became large and powerful, with the industry generating multi-billion dollars in sales annually. Whereas book publishing had been the dominated by smaller houses that were operated by their owner operators, this began to change in 1959, when Random House went public and began to focus attention on the book publishing industry. The 1970s saw a period of acquisition and consolidation and by 1982, more than 50% of all mass market sales were accounted for by 5 firms, and 10 publishing firms accounted for more than 85%. The rise of the chain bookstore has essentially ensured that publishing has been a relatively “closed” institution.
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The programs are easy for just about anyone to use: Authors select basic options, including the book's size, binding style and paperback or hardcover. After the manuscript is uploaded, users go to a page where they select a font and design the book's cover.
On-demand publishing is letting thousands realize the ambitions of generations of would-be writers. What makes self-publishing viable is the Internet. In the past, if an author created a book about some obscure topic, the audience would be limited. Now, the Internet gives writers instant access to audiences that share their same interests, no matter how obscure. Authors also use online communities such as blogs, MySpace.com and others to market their works.
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Simple
. The website will be dedicated exclusively to kids, their book creations, and related services. The graphics and presentation of the website will in all cases be geared to children.
Flexibility . While being “simple”, the site will also have options for different levels of difficulty. Whereas the lulu.com service appears to favor one basic approach (which can be tedious), kid’s book writer will offer different levels of “difficulty” examples could include: |
A.
|
A totally guided approach almost little more than a basic picture book along with some text. This would be geared more toward a younger audience |
|
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B.
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For return visitors or slightly older children, this would be more of an approach now followed by Lulu’s Knowledge Adventure Books a guided tour but will many options and help on what needs to be done next in the book. As one point of departure, however, as opposed to lulu’s Knowledge Adventure Books, Kid’s Book Writer will offer far more than 4 basic stories to make. |
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C.
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For “advanced” users, Kid’s Book Writer will begin to depart from the guided, interactive approach and begin to have the look and feel of a traditional software program for example, icons related to backgrounds, pictures, layout options, etc. A much less “guided” approach will be followed. However, the major point of departure might be a help options on how to use each of the various icons, help of what is missing from the book, etc. Kid’s Book Writer will attempt to make this as “intelligent” as possible. |
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Employees
We have no employees as of the date of this prospectus other than our president. We conduct our business largely through the outsourcing of experts in each particular area of our business.
Research and Development Expenditures
We have not incurred any material research or development expenditures since our incorporation.
Subsidiaries
We do not currently have any subsidiaries.
Patents and Trademarks
We do not own, either legally or beneficially, any patent or trademark.
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Legal Proceedings
We are not currently a party to any legal proceedings.
Our agent for service of process in Nevada is Nevada Agency and Trust Company, 50 West Liberty Street, Suite 880, Reno, Nevada 89501.
Market for Common Equity and Related Stockholder Matters
No Public Market for Common Stock
There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the Over-the-Counter Bulletin Board electronic quotation service upon the effectiveness of the registration statement of which this prospectus forms a part. However, we can provide no assurance that our shares will be traded on the Over-the-Counter Bulletin Board electronic quotation service or, if traded, that a public market will materialize.
The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.
The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for
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Financial Statements
Index to Financial Statements:
Audited consolidated financial statements for the period ended March 31, 2008, including:
24 Auditors’ Report
25 Balance Sheet
26 Statement of Operations
27 Statement of Stockholders’ Equity
28 Statement of Cash Flows
29-32 Notes to Financial Statements
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To: The Board of Directors and Shareholders
Kids Book Writer Inc.
Reno, Nevada
I have audited the accompanying balance sheet of Kids Book Writer Inc. as of April 30, 2008 and the related statements of operations, stockholders’ equity and cash flows for the period then ended. 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.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered an initial loss and has not yet commenced operations. This raises substantive doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Kids Book Writer Inc. as of April 30, 2008 and the results of its operations, its stockholders’ equity and its cash flows for the period ended April 30 2008, in conformity with United States generally accepted accounting principles.
The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.
John Kinross-Kennedy
Certified Public Accountant
Irvine, California
June 10, 2008
24
KIDS BOOK WRITER INC.
|
||||||
(A Development Stage Company)
|
||||||
Statement of Operations
|
||||||
|
||||||
|
||||||
|
|
|
|
|
|
For the period
|
|
|
|
|
|
|
of Inception,
|
|
|
For the three
|
|
For the
|
|
from Oct. 24,
|
|
|
months ended
|
|
period ended
|
|
2007 through
|
|
|
April 30,
|
|
April 30,
|
|
April 30,
|
|
|
2008
|
|
2008
|
|
2008
|
|
|
|
||||
|
|
|
|
|
|
|
Revenues |
|
$ -
|
|
$ -
|
|
$ -
|
|
|
|
||||
|
|
|
|
|
|
|
Costs and Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consulting Expense |
|
-
|
|
2,500
|
|
2,500
|
Professional Fees |
|
-
|
|
-
|
|
-
|
Other General & Administrative |
|
9
|
|
49
|
|
49
|
|
|
|
||||
|
|
|
|
|
|
|
Total Expenses |
|
9
|
|
2,549
|
|
2,549
|
|
|
|
||||
|
|
|
|
|
|
|
Operating Loss |
|
(9)
|
|
(2,549)
|
|
(2,549)
|
|
|
|
||||
|
|
|
|
|
|
|
Net Income (Loss) |
|
$ (9)
|
|
$ (2,549)
|
|
$ (2,549)
|
=========== | =========== | =========== | ||||
|
|
|
|
|
|
|
Basic and Dilutive net loss per share |
|
$ (0.000)
|
|
$ (0.001)
|
|
|
=========== | =========== | |||||
|
|
|
|
|
|
|
Weighted average number of shares |
|
|
|
|
|
|
outstanding, basic and diluted |
|
5,491,111
|
|
3,425,926
|
|
|
|
===========
|
|
===========
|
|
|
KIDS BOOK WRITER, INC.
|
||||||||||
(A Development Stage Company)
|
||||||||||
Statement of Stockholders' Equity (Deficit)
|
||||||||||
For the period ended April 30, 2008
|
||||||||||
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Additional
|
|
Deficit During
|
|
|
|
|
Common Stock
|
|
Paid-in
|
|
Development
|
|
|
||
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Stage
|
|
Total
|
|
|
|
|
|
||||||
Balances at October 24, 2007 |
-
|
|
$ -
|
|
$ -
|
|
$ -
|
|
$ -
|
|
Capital contributed by Director |
|
|
|
|
146
|
|
|
|
146
|
|
Common stock issued for cash in |
|
|
|
|
|
|
|
|
|
|
December, 2008 at $0.005 per share |
3,100,000
|
|
3,100
|
|
12,400
|
|
|
|
15,500
|
|
Common stock issued for cash in |
|
|
|
|
|
|
|
|
|
|
January, 2008 at $0.01 per share |
1,400,000
|
|
1,400
|
|
12,600
|
|
|
|
14,000
|
|
Common stock issued for cash in |
|
|
|
|
|
|
|
|
|
|
February, 2008 at $0.01 per share |
1,050,000
|
|
1,050
|
|
9,450
|
|
|
|
10,500
|
|
Common stock issued for cash in |
|
|
|
|
|
|
|
|
|
|
March, 2008 at $0.01 per share |
200,000
|
|
200
|
|
1,800
|
|
|
|
2,000
|
|
Net loss, period ended April 30, 2008 |
|
|
|
|
|
|
(2,549)
|
|
(2,549)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||
Balances at April 30, 2008 |
5,750,000
|
|
$ 5,750
|
|
$ 36,396
|
|
$ (2,549)
|
|
$ 39,597
|
|
=========
|
|
=======
|
|
========
|
|
===========
|
|
========
|
KIDS BOOK WRITER INC.
|
|||||||||
(A Development Stage Company)
|
|||||||||
Statements of Cash Flows
|
|||||||||
|
|||||||||
|
|||||||||
|
|
|
|
|
|
|
|
|
For the period
|
|
|
|
|
|
|
|
|
|
of Inception,
|
|
|
|
|
|
For the three
|
|
For the
|
|
from Oct. 24,
|
|
|
|
|
|
months ended
|
|
period ended
|
|
2007 through
|
|
|
|
|
|
April 30,
|
|
April 30,
|
|
April 30,
|
|
|
|
|
|
2008
|
|
2008
|
|
2008
|
|
|
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||
Net Income (Loss) |
$ (8)
|
|
$ (2,549)
|
|
$ (2,549)
|
||||
Adjustments to reconcile net loss to net cash |
|
|
|
|
|
||||
used by operating activities: |
|
|
|
|
|
||||
Change in operating assets and liabilities: |
|
|
|
|
|
||||
Increase (Decrease) in accounts payable |
|
|
|
|
|
||||
|
|
|
|||||||
Net Cash provided by (used by) |
|
|
|
|
|
||||
Operating Activities |
(9)
|
|
(2,549)
|
|
(2,549)
|
||||
|
|
|
|||||||
|
|
|
|
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||
|
|
|
|
|
|||||
|
|
|
|||||||
Net Cash (used by) Investing Activities |
-
|
|
-
|
|
-
|
||||
|
|
|
|||||||
|
|
|
|
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||
Proceeds from the sale of Common Stock |
15,500
|
|
42,000
|
|
42,000
|
||||
Proceeds of officer loan |
|
|
500
|
|
500
|
||||
Other contributed capital |
146
|
|
146
|
|
146
|
||||
|
|
|
|||||||
Net Cash provided by Financing Activities |
15,646
|
|
42,646
|
|
42,646
|
||||
|
|
|
|||||||
|
|
|
|
|
|||||
NET INCREASE IN CASH |
15,637
|
|
40,097
|
|
40,097
|
||||
|
|
|
|
|
|||||
CASH AT BEGINNING OF PERIOD |
-
|
|
-
|
|
-
|
||||
|
|
|
|||||||
|
|
|
|
|
|||||
CASH AT END OF PERIOD |
$ 15,637
|
|
$ 40,097
|
|
$ 40,097
|
||||
=========== | =========== | =========== | |||||||
|
|
|
|
|
|||||
|
|
|
|
|
|||||
CASH PAID FOR: |
|
|
|
|
|
||||
Interest |
$ -
|
|
$ -
|
|
$ -
|
||||
Income Taxes |
$ -
|
|
$ -
|
|
$ -
|
||||
|
|
|
|
|
NOTE 1 - BUSINESS AND CONTINUED OPERATIONS
Kids Book Writer Inc. was organized under the laws of the State of Nevada on October 24, 2007. The Company was formed for the purpose of engaging in all lawful businesses. The Company’s authorized capital consisted of 75,000,000 shares of $0.001 par value common voting stock.
The financial statements presented include all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.
Current Business of the Company
The Company had no material business operations from inception October 24, 2007 to April; 30, 2008. The company formed plans to offer an on-line resource for self-publishing books on family occasions.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Cash and equivalents
Cash and equivalents include investments with initial maturities of three months or less.
Fair Value of Financial Instruments
The Financial Accounting Standards Board issued Statement of Financial Accounting Standards (“SFAS”) No. 107, “Disclosures About Fair Value of Financial Instruments.” SFAS No. 107 requires disclosure of fair value information about financial instruments when it is practicable to estimate that value. The carrying amounts of the Company’s financial instruments as of March 31, 2008 approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts payable and accrued expenses. The fair value of related party payables is not determinable.
Income Taxes
The Company utilizes SFAS No. 109, “Accounting for Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates
29
30
The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Earnings (Loss) Per Share
Statement of Financial Accounting Standards No. 128 “Earnings Per Share” requires presentation of basic earnings per share and diluted earnings per share. Basic income (loss) per share (“Basic EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share (“Diluted EPS”) is similarly calculated using the treasury stock method except that the denominator is increased to reflect the potential dilution that would occur if dilutive securities at the end of the applicable period were exercised. There were no potential dilutive securities for the period ended Aprilo 30, 2008.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the period ended April 30, 2008.
Numerato r:
Basic and diluted net loss per share:
Net Income (Loss) $ ( 2,549)
Denominator
Basic and diluted weighted average
number of shares outstanding 3,425,926
Basic and Diluted Net Loss Per Share $ 0.001
NOTE 3 RELATED PARTY TRANSACTIONS
On December 13, 2007 the President and C.E.O., Michael F. Phillet, purchased 3,100,000 shares of common stock of the Company at $0.005 per share.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
There were no commitments or contingencies in the three months ended April 30, 2008.
31
32
Plan of Operations
The intent of Management is to create a unique, simple, effective, value-based system that has instant appeal to users. It will not only be an invaluable learning tool, it will represent a fun way for children to put their pictures and written content into an end product that will make family proud and friends want to do the same. This will all be available at very low cost. It will be a totally online, automated system with no need for a large staff.
Creating the Website
The process of creating the Kids Book Writer website is expected to be as follows:
This process is expected to have a budget of approximately $30,000 and take 9 to 12 months. The company expects to have the website operational in spring of 2009. The company currently believes it has sufficient funding to conduct the construction of its website.
Following completion of the website
Following this initial phase, ongoing efforts are expected to be geared to the following activities:
The President of Kids Book Writer, M. Frank Phillet, will spearhead this effort. Due to the nature of the costs involved and the fact that M. Frank Phillet will not be receiving a salary at this time, expenses related to this ongoing effort are expected to be less than $10,000. The company also expects to be generating revenue from the website at this time.
If Kids Book Writer experiences a considerable degree of financial success, additional marketing and other expenses may be incurred to further broaden the reach of the business, which may involve
33
Changes in and Disagreements with Accountants
We have had no changes in or disagreements with our accountants.
34
Directors, Executive Officers, Promoters And Control Persons
Our executive officers and directors and their respective ages as of June 25, 2008 are as follows:
Name |
Age |
Position(s) and Office(s) Held |
Michael Frank Phillet |
61 |
President, Chief Executive Officer, Chief Financial Officer, and Director |
Set forth below is a brief description of the background and business experience of each of our current executive officers and directors.
Michael Frank Phillet
is our CEO, CFO, President, Secretary, Treasurer and sole director. Mr. Phillet received his B.A. (East Asian History, Psychology) in 1967 and a CA (Chartered Accountant) designation in Canada in 1979. He has been in public practice as a Chartered Accountant for 35 years and also owns and manages a number of privately-owned businesses. His business experience and career spans an in-depth involvement with the software industry, computer hardware, pharmaceutics, healthfoods, herbal products for animals (pets), the oil and gas industry, manufacturing, and entertainment. Other noteworthy achievements include receiving a Canada Council Award for songwriting (1972) and two Ontario Arts Council Awards for songwriting (1974, 1975).
Directors
Our bylaws authorize no less than one (1) director. We currently have one Director.
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 President. We do not believe we will require any additional employees until such time as the website is complete and begins obtaining significant postings. We are outsourcing in the meantime for the development of our website.
Executive Compensation
Compensation Discussion and Analysis
The Company presently not does have employment agreements with any of its named executive officers and it has not established a system of executive compensation or any fixed policies
35
SUMMARY COMPENSATION TABLE |
|
||||||||
Name
|
Year |
Salary
|
Bonus
|
Stock Awards
|
Option
Awards
|
Non-Equity
|
Nonqualified
|
All Other
|
Total
|
Michael
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
Narrative Disclosure to the Summary Compensation Table
Our named executive officers do not currently receive any compensation from the Company for their service as officers of the Company.
36
Compensation of Directors Table
The table below summarizes all compensation paid to our directors for our last completed fiscal year.
DIRECTOR COMPENSATION |
|||||||
Name |
Fees
|
Stock
|
Option
|
Non-Equity
|
Non-Qualified
|
All
|
Total
|
Michael
|
0 |
0 |
0 |
0 |
0 |
0 |
0 |
Narrative Disclosure to the Director Compensation Table
Our directors do not currently receive any compensation from the Company for their service as members of the Board of Directors of the Company.
37
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of June 25, 2008, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own more than 5% of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 5,750,000 shares of common stock issued and outstanding on June 25, 2008.
Title of class |
Name and address of
|
Amount of beneficial
|
Percent of class* |
|
|
|
|
Common |
Michael Phillet
|
3,100,000 |
53.91% |
|
|
|
|
Common |
Total all executive
|
3,100,000 |
53.91% |
|
|
|
|
Common |
5% Shareholders |
|
|
|
None |
|
|
As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or shared investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
The persons named above have full voting and investment power with respect to the shares indicated. Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.
Disclosure of Commission Position of Indemnification for Securities Act Liabilities
In accordance with the provisions in our articles of incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, 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 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of us in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion
38
Certain Relationships and Related Transactions
We issued 3,100,000 total shares of common stock at a price of $0.005 per share to our president, Mr. Phillet for total consideration of $15,500 effective December 13, 2007. This issuance was made to Mr. Phillet, 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 Michael Frank Phillet our President and Sole Director:
Netta Phillet Wife
Michael D. Phillet Son
Available Information
We have filed a Registration Statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This Prospectus is filed as a part of that Registration Statement, but does not contain all of the information contained in the Registration Statement and exhibits. Statements made in the Registration Statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our Registration Statement and each exhibit attached to it for a more detailed description of matters involving the company. You may inspect the Registration Statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the Registration Statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at
http://www.sec.gov
that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. Our Registration Statement and the referenced exhibits can also be found on this site.
Dealer Prospectus Delivery Obligation
Until ______________, all dealers that effect in these securities whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.
39
Part II
Information Not Required In the Prospectus
Item 13. Other Expenses Of Issuance And Distribution
The estimated costs of this offering are as follows:
Securities and Exchange
|
$ |
1.04 |
Federal Taxes |
$ |
0 |
State Taxes and Fees |
$ |
0 |
Transfer Agent Fees |
$ |
0 |
Accounting fees and expenses |
$ |
1,750 |
Legal fees and expenses |
$ |
5,000 |
|
|
|
Total |
$ |
6,751.04 |
40
Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.
Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
41
Exhibit
|
Description |
3.1 |
Articles of Incorporation |
3.2 |
By-Laws |
5.1 |
Opinion and Consent of Karen Batcher |
23.1 |
Consent of John Kinross-Kennedy, Certified Public Accountant |
42
43
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 S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Edmonton, Alberta, Canada, on June 25, 2008.
|
KID’S BOOK WRITER INC. |
|
|
|
By: /s/ Michael Frank Phillet |
|
Michael Frank Phillet |
|
President, Chief Executive Officer, Chief Financial Officer,
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Frank Phillet as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.
By:
/s/Michael Frank Phillet
Michael Frank Phillet
President, Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and sole Director
June 25, 2008
45
Exhibit 3.1
BYLAWS
of
KID’S BOOK WRITER 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.
a) | No business, other than the election of the chairman or the adjournment of the meeting, will be transacted at an annual or special meeting unless a quorum of shareholders, entitled to attend and vote, is present at the commencement of the meeting, but the quorum need not be present throughout the meeting. |
b) | Except as otherwise provided in these Bylaws, a quorum is two persons present and being, or representing by proxy, shareholders of the Corporation. |
c) | If within half an hour from the time appointed for an annual or special meeting a quorum is not present, the meeting shall stand adjourned to a day, time and place as determined by the chairman of the meeting. |
a) | Each shareholder entitled to vote at an annual or special meeting may do so either in person or by proxy. A form of proxy must be in writing under the hand of the appointor or of his or her attorney duly authorized in writing, or, if the appointor is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney. A proxyholder need not be a shareholder of the Corporation. |
b) | A form of proxy and the power of attorney or other authority, if any, under which it is signed or a facsimiled copy thereof must be deposited at the registered office of the Corporation or at such other place as is specified for that purpose in the notice convening |
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the meeting. In addition to any other method of depositing proxies provided for in these Bylaws, the Directors may from time to time by resolution make regulations relating to the depositing of proxies at a place or places and fixing the time or times for depositing the proxies not exceeding 48 hours (excluding Saturdays, Sundays and holidays) preceding the meeting or adjourned meeting specified in the notice calling a meeting of shareholders. |
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. |
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. |
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a) | The President of the Corporation shall preside as chairman at every meeting of the Directors, or if the President is not present or is willing to act as chairman, the Directors present shall choose one of their number to be chairman of the meeting. |
b) | The Directors may meet together for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit. Questions arising at a meeting must be decided by a majority of votes. In case of an equality of votes the chairman does not have a second or casting vote. Meetings of the Board held at regular intervals may be held at the place and time upon the notice (if any) as the Board may by resolution from time to time determine. |
c) | A Director may participate in a meeting of the Board or of a committee of the Directors using conference telephones or other communications facilities by which all Directors participating in the meeting can hear each other and provided that all such Directors agree to such participation. A Director participating in a meeting in accordance with this Bylaw is deemed to be present at the meeting and to have so agreed. Such Director will be counted in the quorum and entitled to speak and vote at the meeting. |
d) | A Director may, and the Secretary on request of a Director shall, call a meeting of the Board. Reasonable notice of the meeting specifying the place, day and hour of the meeting must be given by mail, postage prepaid, addressed to each of the Directors and alternate Directors at his or her address as it appears on the books of the Corporation or by leaving it at his or her usual business or residential address or by telephone, facsimile or other method of transmitting legibly recorded messages. It is not necessary to give notice of a meeting of Directors to a Director immediately following a shareholder meeting at which the Director has been elected, or is the meeting of Directors at which the Director is appointed. |
e) | A Director of the Corporation may file with the Secretary a document executed by him waiving notice of a past, present or future meeting or meetings of the Directors being, or required to have been, sent to him and may at any time withdraw the waiver with respect to meetings held thereafter. After filing such waiver with respect to future meetings and until the waiver is withdrawn no notice of a meeting of Directors need be given to the Director. All meetings of the Directors so held will be deemed not to be improperly called or constituted by reason of notice not having been given to the Director. |
f) | The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and if not so fixed is a majority of the Directors or, if the number of Directors is fixed at one, is one Director. |
g) | The continuing Directors may act notwithstanding a vacancy in their body but, if and so long as their number is reduced below the number fixed pursuant to these Bylaws as the necessary quorum of Directors, the continuing Directors may act for the purpose of increasing the number of Directors to that number, or of summoning a shareholder meeting of the Corporation, but for no other purpose. |
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h) | All acts done by a meeting of the Directors, a committee of Directors, or a person acting as a Director, will, notwithstanding that it be afterwards discovered that there was some defect in the qualification, election or appointment of the Directors, shareholders of the committee or person acting as a Director, or that any of them were disqualified, be as valid as if the person had been duly elected or appointed and was qualified to be a Director. |
i) | A resolution consented to in writing, whether by facsimile or other method of transmitting legibly recorded messages, by all of the Directors is as valid as if it had been passed at a meeting of the Directors duly called and held. A resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution must be filed with the minutes of the proceedings of the directors and is effective on the date stated on it or on the latest date stated on a counterpart. |
j) | All Directors of the Corporation shall have equal voting power. |
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. |
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b) | The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. |
c) | Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his or her election, and until his or her successor shall have been duly elected and qualified, subject to earlier termination by his or her death, resignation or removal. |
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 |
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transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns or otherwise authenticates any stock certificates in both capacities. If any officer who has signed or whose facsimile signature has been placed upon such certificate, shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issue. | |
c) | If the Corporation issued uncertificated shares as provided for in these Bylaws, within a reasonable time after the issuance or transfer of such uncertificated shares, and at least annually thereafter, the Corporation shall send the shareholder a written statement certifying the number of shares owned by such shareholder in the Corporation. |
d) | Except as otherwise provided by law, the rights and obligations of the holders of uncertificated shares and the rights and obligations of the holders of certificates representing shares of the same class and series shall be identical. |
e) | If a share certificate: |
(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. |
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. |
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c) | While the Corporation is not a reporting issuer or has not filed a registration statement no share or security (other than a non-convertible debt security) may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition. |
a) | The Directors may fix in advance a date, which must not be more than 60 days permitted by the preceding the date of a meeting of shareholders or a class of shareholders, or of the payment of a dividend or of the proposed taking of any other proper action requiring the determination of shareholders as the record date for the determination of the shareholders entitled to notice of, or to attend and vote at, a meeting and an adjournment of the meeting, or entitled to receive payment of a dividend or for any other proper purpose and, in such case, notwithstanding anything in these Bylaws, only shareholders of records on the date so fixed will be deemed to be the shareholders for the purposes of this Bylaw. |
b) | Where no record date is so fixed for the determination of shareholders as provided in the preceding Bylaw, the date on which the notice is mailed or on which the resolution declaring the dividend is adopted, as the case may be, is the record date for such determination. |
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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.
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ARTICLE X: AMENDMENTS
Section 1 - By Shareholders
All Bylaws of the Corporation shall be subject to alteration or repeal, and new Bylaws may be made by a majority vote of the shareholders at any annual meeting or special meeting called for that purpose.
Section 2 - By Directors
The Board of Directors shall have the power to make, adopt, alter, amend and repeal, from time to time, Bylaws of the Corporation.
ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS
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. |
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c) | A Director may hold an office or place of profit with the Corporation (other than the office of Auditor of the Corporation) in conjunction with his or her office of Director for the period and on the terms (as to remuneration or otherwise) as the Directors may determine. No Director or intended Director will be disqualified by his or her office from contracting with the Corporation either with regard to the tenure of any such other office or place of profit, or as vendor, purchaser or otherwise, and, no contract or transaction entered into by or on behalf of the Corporation in which a Director is interested is liable to be voided by reason thereof. |
d) | A Director or his or her firm may act in a professional capacity for the Corporation (except as Auditor of the Corporation), and he or his or her firm is entitled to remuneration for professional services as if he were not a Director. |
e) | A Director may be or become a director or other officer or employee of, or otherwise interested in, a corporation or firm in which the Corporation may be interested as a shareholder or otherwise, and the Director is not accountable to the Corporation for remuneration or other benefits received by him as director, officer or employee of, or from his or her interest in, the other corporation or firm, unless the shareholders otherwise direct. |
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 |
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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 representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity. | |
c) | The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent. |
CERTIFIED TO BE THE BYLAWS OF:
KID’S BOOK WRITER INC.
per:
/s/ MICHAEL FRANK PHILLET
President
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B
ATCHER,
Z
ARCONE &
B
AKER, LLP
A T T O R N E Y S A T L A W
SOUTH BAY OFFICE
|
KAREN A. BATCHER
|
Mr. Michael F. Phillet, President
|
Via Email and
|
Re: Legal Opinion Pursuant to SEC Form S-1
Registration Statement Kid’s Book Writer, Inc.
Dear Mr. Phillet:
At your request, we are rendering this opinion in connection with a proposed sale by 34 individual shareholders (the "Selling Shareholders"), of Kid’s Book Writer, Inc.. (the "Company") of up to 2,650,000 shares of common stock, $.001 par value (the "Common Stock"). The Selling Shareholders are identified in the Registration Statement on Form S-1.
I have examined instruments, documents and records, which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. I have done so in light of Nevada law, including without limitation, the statutory provisions, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws. In such examination, we have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed.
Based on such examination and the applicable laws of the State of Nevada, I am of the opinion that the 2,650,000 shares of Common Stock to be sold by the Selling Shareholders are duly authorized shares of Common Stock which have been legally issued, fully paid and non-assessable. I am also of the opinion that the Shares, when sold after the effectiveness of the Registration Statement, will be validly issued, fully paid and non-assessable.
I consent to the use of this opinion in the Registration Statement filed with the Securities and Exchange Commission in connection with the registration of the Shares and to the reference
John Kinross-Kennedy, C.P.A.
17848 Skypark Circle
Irvine, CA 92614-6401
(949) 955-2522. Fax (949)724-3817
jkinross@zamucen.com\
I consent to the use, in the registration statement on Form S-1 of Kid’s Book Writer Inc., of my auditors report dated June 10, 2008, and the related financial statements of Kid’s Book Writer Inc., for the period ended April 30, 2008.
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
June 25, 2008